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Regions Reaches Transaction Agreement with Pioneer Investment Management, Inc. onCertain Assets of its Mutual Fund Management B

^{Published on 2009-01-22 05:38:37, Last Modified on 2009-01-22 05:40:55 - Market Wire}
 

BIRMINGHAM, Ala.--([ BUSINESS WIRE ])--Regions Financial Corporation (NYSE:RF) announced today that it has reached a transaction agreement with Pioneer Investment Management, Inc. concerning certain assets associated with Regions' remaining mutual fund management business, subject to fund shareholder approvals. If all approvals are received, eleven RMK Select Funds with approximately $2 billion in assets under management will be reorganized into mutual funds managed by Pioneer with generally similar investment objectives, strategies and risks.

In an unrelated previous transaction, Regions transferred the management of a group of bond funds to Hyperion-Brookfield Asset Management, Inc. The transaction with Pioneer relates to a separate group of funds managed by the investment advisory arm of Regions, Morgan Asset Management, Inc.

"At Regions we have a long-standing reputation of providing comprehensive wealth and asset management solutions to our clients. Our team at Morgan Keegan excels at managing our clients' assets, municipal underwriting, and investment banking. This transaction will allow us to continue to meet our clients' investment needs while offering them the breadth of options Pioneer brings to the table," said Dowd Ritter, Regions' Chairman, President and Chief Executive Officer.

Pioneer was selected from several qualified interested parties due to its record of investment performance, competitive fund expenses, and the depth of investment options available to investors, among other factors.

"We look forward to welcoming RMK Select Fund shareholders to the Pioneer fund family, and we will work diligently to ensure a smooth transition of shareholder accounts," said Daniel K. Kingsbury, President and Chief Executive Officer of Pioneer Investment Management USA Inc., the U.S. division of Pioneer Global Asset Management S.p.A. and parent company of Pioneer Investment Management, Inc. "We offer a long history in asset management dating back to 1928, a large and experienced investment team, and a broad lineup of mutual funds covering a wide range of asset classes and with highly competitive pricing. This transaction is expected to benefit both RMK Select Funds' shareholders and Pioneer Funds' shareholders by creating the potential for reduced expenses through economies of scale," Kingsbury added.

The RMK Select Funds currently managed by Morgan Asset Management that are subject to this transaction are the following:

Equity Funds

• RMK Select Mid Cap Growth Fund
• RMK Select Growth Fund
• RMK Select Core Equity Fund
• RMK Select Mid Cap Value Fund
• RMK Select Value Fund

Balanced Fund

• RMK Select Balanced Fund

Money Market Funds

• RMK Select Treasury Money Market Fund
• RMK Select Money Market Fund

Bond Funds

• RMK Select Fixed Income Fund
• RMK Select Limited Maturity Fixed Income Fund

Tax-Exempt Bond Fund

• RMK Select Intermediate Tax Exempt Bond Fund

If the necessary approvals are obtained, the RMK Select Funds will be reorganized into new or existing Pioneer Funds with generally similar investment objectives, strategies and risks. Shareholders of the RMK Select Funds will receive a proxy statement/prospectus in advance of the shareholder meetings at which shareholders will vote on the proposed fund reorganizations. The proxy statement/prospectus will contain additional information about the reorganizations.

The transaction is subject to customary closing conditions and is expected to be completed in the second quarter of 2009. Pioneer is not assuming any liabilities of Regions or Morgan Asset Management, or any pre-closing liabilities relating to the business or the RMK Select Funds.

Questions & Answers for RMK Select Funds Shareholders

WHY WAS PIONEER INVESTMENT MANAGEMENT SELECTED?

Pioneer Investments was selected for a number of reasons, including its record of investment performance, competitive fund expenses, and the breadth and depth of investment options available to investors, among other factors. Pioneer's U.S. division manages 47 mutual funds across a broad range of asset classes. Pioneer Investment Management, Inc. is the U.S. investment advisory subsidiary of Pioneer Investment Management USA Inc., which is the U.S. Division of a global investment group, Pioneer Global Asset Management S.p.A. ("PGAM"). PGAM operates offices in 29 countries and had over $206 billion in assets under management, approximately $50 billion of which was managed in the U.S., as of December 31, 2008.

I OWN SHARES IN AN RMK SELECT MUTUAL FUND. WHAT WILL THIS MEAN TO ME?

You will receive a proxy statement/prospectus giving you an opportunity to vote on this change. The Board of Trustees of the RMK Select Funds has approved the fund reorganizations. Please read the proxy statement/prospectus, which will contain additional information.

WHAT WILL HAPPEN TO MY RMK SELECT FUNDS?

If the necessary approvals are obtained, the RMK Select Funds will be reorganized into new or existing Pioneer Funds with generally similar investment objectives, strategies and risks and offering similar share classes as your RMK Select Funds. Details of the proposed reorganizations will be provided in the proxy statement/prospectus that will be mailed to you.

HOW WILL THIS TRANSACTION BE STRUCTURED FOR TAX PURPOSES?

We expect the fund reorganizations to be accomplished as tax-free reorganizations for federal income tax purposes.

WHAT HAPPENS IF MY SHARES ARE OWNED IN A TRUST OR 401(k) PLAN IN WHICH I PARTICIPATE?

An independent fiduciary will vote your shares, unless you reserved voting rights, or your employer will decide how to vote. If the transaction is approved by RMK Select Fund shareholders, your shares will be converted into shares of the same or a similar class of the relevant Pioneer Fund.

Additional Information about This Transaction

The Pioneer Funds will file a proxy statement/prospectus and other relevant documents concerning the reorganizations of the RMK Select Funds into corresponding Pioneer Funds with the United States Securities and Exchange Commission (the "SEC"). RMK Select Fund shareholders of record on the record date will receive a proxy statement/prospectus and related materials in connection with a future shareholder meeting to be held for the purpose of considering the reorganizations. WE URGE INVESTORS TO READ THE PROXY STATEMENT/PROSPECTUS AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors may obtain these documents free of charge at the SEC web site ([ www.sec.gov ]). In addition, information about the Pioneer Funds is available free of charge on [ www.pioneerfunds.com ]. Documents filed with the SEC by Regions are available free of charge from [ www.regions.com/about_regions/IR_investorrelations.html ].

About Regions Financial Corporation

Regions Financial Corporation, with $146 billion in assets, is a member of the S&P 100 Index and one of the nation's largest full-service providers of consumer and commercial banking, trust, securities brokerage, mortgage and insurance products and services. Regions serves customers in 16 states across the South, Midwest and Texas, and through its subsidiary, Regions Bank, operates 1,900 banking offices and approximately 2,300 ATMs. Its investment and securities brokerage trust and asset management division, Morgan Keegan & Company Inc., provides services from over 300 offices. Additional information about Regions and its full line of products and services can be found at [ www.regions.com ].

About Pioneer Investments

Pioneer Investments is the trade name for Pioneer Global Asset Management S.p.A. and its subsidiaries, a global investment firm with offices in 29 countries and approximately $206 billion in assets under management as of December 31, 2008, of which approximately $50 billion was managed in the U.S. Founded in 1928, its flagship mutual fund, Pioneer Fund, is the third-oldest mutual fund in the U.S. Pioneer Investment Management USA Inc. is the North American operating subsidiary of Pioneer Global Asset Management S.p.A., which is a wholly-owned subsidiary of UniCredit S.p.A. Pioneer Investment Management, Inc. is the firm's U.S. investment advisory subsidiary.

Forward-looking Statements

In accord with the Private Securities Litigation Reform Act of 1995: This news release contains forward-looking statements about Regions Financial Corporation, including the expected closing timeframe for the transaction, the expected assets of the RMK Select Funds and other information about the fund reorganizations. Forward-looking statements have risks and uncertainties. Do not unduly rely on forward-looking statements. They give Regions' and Pioneer Investments' expectations about the future and are not guarantees. Forward-looking statements speak only as of the date they are made, and neither Regions nor Pioneer Investments is obliged to update them to reflect changes that occur after that date. A number of factors could cause results to differ from expectations, including mutual fund redemptions, any adverse effect from declines in the securities markets and a Fund's performance or changes in government policy or regulation.