Exhibit (m)(v) under Form N-1-A
Exhibit 1 under Item 601/Reg. S-K
REGIONS FUNDS
Amendment No. 2 to Exhibit A
to the 12b-1 Agreement with
Federated Securities Corp. ("FSC")
1. During the term of this Agreement, FSC will pay Administrator a
quarterly fee in respect of each Fund, effective as of the dates set forth
below. This fee will be computed at the annual rate of the average net asset
value of Shares held during the quarter in accounts for which the Administrator
provides services under this Agreement as follows:
PORTFOLIO NAME FEE EFFECTIVE DATE
Regions Limited Maturity Government Fund
Investment Shares .25% January 1, 1998
Regions Growth Fund
Investment Shares .30% February 26, 1992
Regions Fixed Income Fund
Investment Shares .30% February 26, 1992
Regions Balanced Fund,
Investment Shares .30% January 1, 1998
Regions Value Fund
Investment Shares .30% January 1, 1998
Regions Aggressive Growth Fund .30% December 1, 1998
Regions Treasury Money Market Fund
Investment Shares 40% February 26, 1992
This fee will be paid so long as the average net asset value of Shares in
each Fund during the quarter equals or exceeds such minimum amount as FSC shall
from time to time determine and communicate in writing to the Administrator.
2. For the quarterly period in which the Administrative Agreement becomes
effective or terminates, there shall be an appropriate proration of any fee
payable on the basis of the number of days that the Agrement is in effect during
the quarter.
Revised: December 1, 1998
