REGIONS TREASURY MONEY MARKET FUND
REGIONS LIMITED MATURITY GOVERNMENT FUND
REGIONS FIXED INCOME FUND
REGIONS BALANCED FUND
REGIONS VALUE FUND
REGIONS GROWTH FUND
REGIONS AGGRESSIVE GROWTH FUND
(portfolios of Regions Funds)
Supplement to Prospectus and Statement of Additional Information, as
appropriate, dated January 31, 1999
At the June 15, 1999 shareholder meeting, shareholders approved the
following changes to become effective July 1, 1999:
(1) Elected three Trustees.
(2) Ratified the selection of the Funds' independent auditors.
(3) Made the following changes to the Funds' fundamental investment
limitations:
(a) Amended the Funds' fundamental investment policy regarding
diversification of its investments to read as follows:
"With respect to securities comprising 75% of the value of its
total assets, the Funds will not purchase securities of any
one issuer (other than cash; cash items; securities issued or
guaranteed by the government of the United States or its
agencies or instrumentalities and repurchase agreements
collateralized by such U.S. government securities; and
securities of other investment companies) if, as a result,
more than 5% of the value of its total assets would be
invested in securities of that issuer, or the Funds would own
more than 10% of the outstanding voting securities of that
issuer."
(b) Amended the Funds' fundamental investment policy regarding
borrowing money and issuing senior securities to read as
follows:
"The Fund may borrow money, directly or indirectly, and issue
senior securities to the maximum extent permitted under the
1940 Act."
(c) Amended the Funds' fundamental investment policy regarding
investments in real estate to read as follows:
"The Fund may not purchase or sell real estate, provided that
this restriction does not prevent the Fund from investing in
issuers which invest, deal, or otherwise engage in
transactions in real estate or interests therein, or investing
in securities that are secured by real estate or interests
therein. The Fund may exercise its rights under agreements
relating to such securities, including the right to enforce
security interests and to hold real estate acquired by reason
of such enforcement until that real estate can be liquidated
in an orderly manner."
<PAGE>
(d) Amended the Funds' fundamental investment policy regarding
investments in commodities to read as follows:
"The Fund may not purchase or sell physical commodities,
provided that the Fund may purchase securities of companies
that deal in commodities. As a non-fundamental policy, for
purposes of this restriction, investments in transactions
involving futures contracts and options, forward currency
contracts, swap transactions and other financial contracts
that settle by payment of cash are not deemed to be
investments in commodities."
(e) Amended the Funds' fundamental investment policy regarding
underwriting securities to read as follows:
"The Fund may not underwrite the securities of other issuers,
except that the Fund may engage in transactions involving the
acquisition, disposition or resale of its portfolio
securities, under circumstances where it may be considered to
be an underwriter under the Securities Act of 1933."
(f) Amended the Funds' fundamental investment policy regarding
lending by the Funds to read as follows:
"The Fund may not make loans, provided that this restriction
does not prevent the Fund from purchasing debt obligations,
entering into repurchase agreements, lending its assets to
broker/dealers or institutional investors and investing in
loans, including assignments and participation interests."
(g) Amended the Funds' fundamental investment policy regarding
concentration of the Funds' investments in securities of
companies in the same industry to read as follows:
"The Fund will not make investments that will result in the
concentration of its investments in the securities of issuers
primarily engaged in the same industry. Government securities,
municipal securities and bank instruments will not be deemed
to constitute an industry. To conform to the current view of
the SEC staff that only domestic bank instruments may be
excluded from industry concentration limitations, as a matter
of non-fundamental policy, the Fund will not exclude foreign
bank instruments from industry concentration tests so long as
the policy of the SEC remains in effect. As a non-fundamental
operating policy, the Fund will consider concentration to be
the investment of more than 25% of the value of its total
assets in any one industry."
(h)Amended, and made non-fundamental, the Funds' fundamental
investment limitation regarding buying securities on margin
which now reads as follows:
"The Fund will not purchase securities on margin, provided
that the Fund may obtain short-term credits necessary for the
clearance of purchases and sales of securities." (Regions
Treasury Money Market Fund and Regions Limited Maturity
Government Fund)
<PAGE>
"The Fund will not purchase securities on margin, provided
that the Fund may obtain short-term credits necessary for the
clearance of purchases and sales of securities, and further
provided that the Fund may make margin deposits in connection
with its use of financial options and futures, forward and
spot currency contracts, swap transactions and other financial
contracts or derivative instruments." (Regions Fixed Income
Fund, Regions Balanced Fund, Regions Value Fund and Regions
Growth Fund)
(i)Amended, and made non-fundamental, the Funds' fundamental
investment limitation on pledging assets which now reads as
follows:
"The Fund will not mortgage, pledge, or hypothecate any of its
assets, provided that this shall not apply to the transfer of
securities in connection with any permissible borrowing or to
collateral arrangements in connection with permissible
activities."
(j) Eliminated the Funds' fundamental investment limitation on
selling securities short.
(4) Made the following changes to the Funds' non-fundamental
investment limitations:
(a) The Funds eliminated the following non-fundamental investment
limitations:
(i) The Fund will not purchase securities of a company for the
purpose of exercising control or management.
(ii)The Fund will not purchase put options on securities
unless the securities are held in the Fund's portfolio and
not more than 5% of the value of the Fund's total assets
would be invested in premiums on put option positions.
(iii) The Fund will not write call options on securities
unless the securities are held in the Fund's portfolio or
unless the Fund is entitled to them in deliverable form
without further payment or after segregating cash in the
amount of further payment.
(iv)The Fund will not enter in to transactions for the
purpose of engaging in arbitrage.
(v) The Fund will not invest more than 10% of the value of its
total assets in securities subject to restrictions on
resale under federal securities laws, except for
commercial paper issued under Section 4(2) of the
Securities Act of 1933 and certain other restricted
securities which meet the criteria for liquidity as
established by the Board of Trustees. (Regions Limited
Maturity Government Fund, Regions Fixed Income Fund,
Regions Balanced Fund, Regions Value Fund, Regions Growth
Fund and Regions Aggressive Growth Fund)
(vi)The Regions Fixed Income Fund will not invest in warrants.
(vii) The Fund will not invest more than 5% of the value of
its net assets in warrants. (For purposes of this
limitation, warrants will be valued at the lower of cost
or market value, except that warrants acquired by the Fund
in units or attached to securities may be deemed to be
without value.) (Regions Balanced Fund, Regions Value
Fund, Regions Growth Fund and Regions Aggressive Growth
Fund)
(viii)The Fund will not engage in when-issued and delayed
delivery transactions to the extent that it would cause
the segregation of more than 20% of the value of its total
assets.
<PAGE>
(b)Amended the Funds' non-fundamental investment limitation
regarding illiquid securities to read as follows:
"The Fund will not purchase securities for which there is no
readily available market, or enter in to repurchase agreements
or purchase time deposits maturing in more than seven days, if
immediately after and as a result, the value of such
securities would exceed, in the aggregate, 10% of the Fund's
net assets." (Regions Treasury Money Market Fund)
"The Fund will not purchase securities for which there is no
readily available market, or enter in to repurchase agreements
or purchase time deposits maturing in more than seven days, if
immediately after and as a result, the value of such
securities would exceed, in the aggregate, 15% of the Fund's
net assets." (Regions Limited Maturity Government Fund,
Regions Fixed Income Fund, Regions Balanced Fund, Regions
Value Fund, Regions Growth Fund and Regions Aggressive Growth
Fund)
(c) Amended the Funds' non-fundamental investment limitation
regarding investing in the securities of other investment
companies to read as follows:
"The Fund may invest its assets in securities of other investment companies."
(d) Amended the Regions Value Fund's non-fundamental investment
limitation regarding temporary defensive investments to read
as follows:
"For temporary defensive purposes and to maintain liquidity,
the Fund may invest in cash and cash items, including
short-term money market instruments; securities issued and/or
guaranteed as to payment of principal and interest by the U.S.
government, its agencies or instrumentalities; and repurchase
agreements."
(e) Adopted the following non-fundamental investment limitations:
(i) In applying the Fund's concentration restriction: (a)
utility companies will be divided according to their
services, for example, gas, gas transmission, electric and
telephone will each be considered a separate industry; (b)
financial service companies will be classified according
to the end users of their services, for example,
automobile finance, bank finance and diversified finance
will each be considered a separate industry; and (c)
asset-backed securities will be classified according to
the underlying assets securing such securities.
(ii)Regions Treasury Money Market Fund shall invest primarily
in U.S. Treasury obligations maturing in 397 days or less.
(iii) Regions Fixed Income Fund may engage in reverse
repurchase agreements. Reverse repurchase agreements are
repurchase agreements in which the Fund is the seller
(rather than the buyer) of the securities, and agrees to
repurchase them at an agreed upon time and price. A
reverse repurchase agreement may be viewed as a type of
borrowing by the Fund. Reverse repurchase agreements are
subject to credit risks. In addition, reverse repurchase
agreements create leverage risks because the Fund must
repurchase the underlying security at a higher price,
regardless of the market value of the security at the time
of repurchase.
<PAGE>
(5) Eliminated the following undertakings of the Funds:
(a) The Regions Treasury Money Market Fund does not intend to
borrow money or pledge securities in excess of 5% of its net
assets, and has no present intention to invest in closed-end
investment companies.
(b) The Regions Limited Maturity Government Fund has no present
intention to borrow money, pledge securities or invest in
credit card receivables in excess of 5% of the value of its
net assets.
(c) The Fund has no present intention to borrow money, pledge
securities or invest in restricted or illiquid securities in
excess of 5% of the value of its net assets. (Regions Fixed
Income Fund, Regions Growth Fund and Regions Aggressive Growth
Fund)
(d)The Fund has no present intention to borrow money, pledge
securities or invest in reverse repurchase agreements in excess
of 5% of the value of the Fund's net assets in the coming fiscal
year. (Regions Balanced Fund and Regions Value Fund)
(e) The Fund will: (1) limit the aggregate value of the assets
underlying covered call options or put options written by the
Fund to not more than 25% of its net assets; (2) limit the
premiums paid for options purchased by the Fund to 20% of its
net assets; and (3) limit the margin deposits on futures
contracts entered into by the Fund to 5% of its net assets.
(Regions Fixed Income Fund, Regions Growth Fund, Regions
Balanced Fund, Regions Value Fund and Regions Aggressive
Growth Fund)
(f) The Fund will purchase options only to the extent permitted by
the policies of state securities authorities in the states
where shares of the Fund are qualified for offer and sale.
(Regions Fixed Income Fund, Regions Balanced Fund, Regions
Value Fund, Regions Growth Fund and Regions Aggressive Growth
Fund)
(6) Approved amendments to the Funds' Declaration of Trust to permit
the Board of Directors to liquidate assets of a series or class
without seeking shareholder approval.
June 21, 1999
[Graphic]
Federated Securities Corp., Distributor Cusip 75913Q886 Cusip 75913Q878 Cusip
75913Q860 Cusip 75913Q852 Cusip 75913Q704 Cusip 75913Q803 Cusip 75913Q100 Cusip
75913Q209 Cusip 75913Q506 Cusip 75913Q605 Cusip 75913Q308 Cusip 75913Q407 Cusip
75913Q845
G01989-18 (6/99)
Regions Funds
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010
June 21, 1999
Edgar Operations Branch
Securities and Exchange Commission
Division of Investment Management
450 Fifth Street, Northwest
Washington, DC 20549
RE: REGIONS FUNDS (the "Trust")
Regions Treasury Money Market Fund
Regions Limited Maturity Government Fund
Regions Fixed Income Fund
Regions Balanced Fund
Regions Value Fund
Regions Growth Fund
Regions Aggressive Growth Fund
1933 Act File No. 33-44737
1940 Act File No. 811-6511
Dear Sir or Madam:
Pursuant to Rule 497(e) of the Securities Act of 1933, the Supplement
to the Prospectus and Statement of Additional Information dated January 31,
1999, as amended on June 21, 1999, is hereby electronically transmitted.
Very truly yours,
/s/Amy S. Wilson
Amy S. Wilson
Compliance Analyst
Enclosures
