Investment Company Act of 1940 — Section 17(a)
Regions Morgan Keegan Funds

March 30, 2009

RESPONSE OF THE OFFICE OF CHIEF COUNSEL DIVISION OF INVESTMENT MANAGEMENT

IM Ref. No. 20092171518 File No. 811-06511

In your letter, dated March 30, 2009, Regions Financial Corporation (“Regions”), Morgan Asset Management, Inc. (“MAM”), and the Regions Morgan Keegan Select Mid Cap Value Fund, the Regions Morgan Keegan Select Balanced Fund, the Regions Morgan Keegan Select Mid Cap Growth Fund, the Regions Morgan Keegan Select Growth Fund, the Regions Morgan Keegan Select Fixed Income Fund, and the Regions Morgan Keegan Select Limited Maturity Fixed Income Fund (collectively, the “Funds”), each a series of Regions Morgan Keegan Funds, an open-end investment company registered under the Investment Company Act of 1940 (“Act”) for which MAM, an indirect, wholly owned subsidiary of Regions, serves as investment adviser, request our assurance that we will not recommend enforcement action to the Securities and Exchange Commission ("Commission") under Section 17(a) of the Act against Regions or MAM, if Regions, through MAM, purchases certain fixed-income securities issued by Whistlejacket Capital Ltd. and Lehman Brothers Holdings Incorporated (the “fixed-income securities”) from the Funds without seeking an order under Section 17(b) of the Act.

On the basis of the unusual facts and circumstances described in your letter, and the representations made therein, we will not recommend enforcement action to the Commission under Section 17(a) of the Act against Regions or MAM if Regions, through MAM, purchases the fixed-income securities from the Funds, as detailed in your letter, without seeking an order under Section 17(b) of the Act. This response expresses our position solely on enforcement action, solely with respect to the transactions specified in your letter, and does not express any legal conclusions on the issues presented. You should note that any different facts, circumstances or representations might require a different conclusion. In light of the very fact-specific nature of this request, the position expressed in this letter applies only to the entities seeking relief and no other entity may rely on this position. 

Stephen Van Meter
Senior Counsel

Incoming Letter

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The Incoming Letter is in Acrobat format.