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
Please delete the first and second sentences of the paragraph entitled
"Strategy" on page eight of your current prospectus and replace them with the
following:
"The Fund invests in common stock of companies with market capitalizations
of $5 billion or more."
Also, at the June 15, 1999 shareholder meeting, shareholders approved the
following changes which became effective July 1, 1999:
(1) Elected seven 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."
<PAGE>
(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."
(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."
<PAGE>
(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)
"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.
<PAGE>
(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.
(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.
(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.
July 23, 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 (7/99)
