Regions Funds
c/o Federated Services Company
Federated Investors Tower
Pittsburgh, PA 15222-3779
To the Board of Trustees of:
Portfolios of Regions Funds File No.
(formerly, First Priority Funds)
Balanced Fund 811-6511
Value Fund 811-6511
Growth Fund 811-6511
Fixed Income Fund 811-6511
Limited Maturity Government Fund 811-6511
Treasury Fund 811-6511
We have examined the investment accounts shown by the books
and records of the investment companies listed above (the
Funds) for the period from the date of our last count,
September 29, 1998, to November 30, 1998. Our examination was
made without prior notice to the funds. Our work included
agreement of an analysis of portfolio transactions recorded
from September 29, 1998, to November 30, 1998, in the investment
accounts to supporting records and verification of a sample
of such portfolio security transactions to supporting
records and documentation. It is understood that this
report is solely for the use of management and the
Securities and Exchange Commission and should not be used
for any other purpose.
Regions Financial Corporation (RFC), located in Birmingham,
Alabama, in addition to acting as custodian for the Funds,
is the holder of investment securities of other customers of
RFC. Agents of RFC hold, or account for by book entry,
securities which are the responsibility of RFC through
custodian or trust arrangements. Securities held by agents
of RFC, while identified by such agents as being deposited
by RFC, cannot always be identified by such agents as to the
specific customers of RFC who have securities included in
such deposits.
RFC confirmed to us that all portfolio securities owned by
the Funds on November 30, 1998 were held for the account of RFC
by The Depository Trust Company (DTC), and/or by the Federal
Reserve Book Entry System (FED), and/or by Dreyfus
Institutional Services (DIS), and/or by Franklin
Institutional Services (FIS), and/or by Goldman Sachs (GS),
and/or by Lehman Brothers (LB), as agents of RFC.
We obtained confirmations from DTC, FED, DIS, FIS, GS, and
LB of the securities held by each such agent for the account
of RFC as of November 30, 1998. In cases where securities
confirmed by agents could not be attributed by the agent to
specific First Priority Funds, we reviewed RFC's
reconciliation of the agent's confirmation to RFC's internal
records, identifying securities held by each agent as a part
of RFC's aggregate security position with such agent. We
also reviewed RFC's records which show the owners of the
securities held by each agent for the account of RFC at that
date. We determined that securities, identified by such
records as the property of the Funds, were in agreement with
the Fund's records of securities owned at November 30, 1998.
Because the above procedures do not constitute an audit made
in accordance with generally accepted auditing standards, we
do not express an opinion on the investment accounts
referred to above. In connection with the procedures
referred to above, no matters came to our attention that
caused us to believe that the specified accounts should be
adjusted. Had we performed additional procedures or had we
audited the financial statements of the Funds in accordance
with generally accepted auditing standards, matters might
have come to our attention that would have been reported to
you. This report relates only to the investments specified
above and does not extend to the financial statements of any
of the Funds, taken as a whole.
DELOITTE & TOUCHE LLP
January 11, 1999
