AMSOUTH FUNDS

                         AMSOUTH GOVERNMENT INCOME FUND

                   SPECIAL MEETING OF SHAREHOLDERS - [ ], 2005

This proxy is solicited on behalf of the board of trustees of AmSouth Funds, on
behalf of its series, AmSouth Government Income Fund (the "AmSouth Fund"). The
undersigned hereby appoints [ ], [ ] and [ ], each of them (with full powers of
substitution) to vote for the undersigned all shares of beneficial interest of
the undersigned in the above-referenced AmSouth Fund at the Special Meeting of
Shareholders to be held at [ : ] [a/p].m., [Eastern] time, on [ ], 2005, at the
offices of [ ], [ ], and any adjournment thereof ("Meeting"), with all the power
the undersigned would have if personally present.

         The shares represented by this proxy will be voted as instructed on the
reverse side. Unless instructions to the contrary are given on the reverse or if
this proxy is executed but no instruction is given, this proxy shall be deemed
to grant authority to vote "FOR" the proposal, with discretionary power to vote
upon such other business as may properly come before the Meeting or any
adjournment. The proxies intend to vote with management on any such other
business properly brought before the Meeting. The undersigned hereby
acknowledges receipt of the accompanying Notice of the Special Meeting and
combined Proxy Statement and Prospectus.

                                                             Date [      ], 2005

                         YOUR VOTE IS VERY IMPORTANT.
                         PLEASE COMPLETE, SIGN, DATE AND
                         RETURN THE ENCLOSED PROXY CARD
                         PROMPTLY.

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                         Signature(s) of Shareholder(s) (Sign in the Box)

                         NOTE: Please sign exactly as you name or names
                         appear. When signing as attorney, executor,
                         administrator, trustee or guardian, please give your
                         full title as such. If a corporation or partnership,
                         please sign in full corporate or partnership
                         name by an authorized officer.


             NOTE: YOUR PROXY CARD IS NOT VALID UNLESS IT IS SIGNED
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YOUR VOTE IS IMPORTANT. PLEASE VOTE BY FILLING IN THE APPROPRIATE BOX BELOW.
THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL BELOW IF NO SPECIFICATION IS MADE
BELOW.

Your board of trustees recommends that you vote "FOR" Proposal 1.

(1)   To approve an Agreement and Plan of Reorganization.

      FOR |_|               AGAINST |_|               ABSTAIN  |_|


(2)   To transact such other business as may properly come before the meeting.

                  We need your vote before [__________], 2005.

                     PLEASE SIGN AND DATE THE REVERSE SIDE.