SEC Division of Investment Management staff letter: Regions Morgan Keegan Funds

SULLIVAN 8. CROMWELL LLP
TELEPHONE: 1-212.-558-4000
FACSIMILE: 1-2.12-558-3588 125f!IJ~~ WWW.SULLCRQM.COM JVew q;-~J JffV1fA004-24.98 L.OS ANGELES. PALO ALTO. WASHINGTON, D.C. FRANKFURT· LONDON. P:ARlS BEIJING- HONG KONG. TOKYO MELBOURNE- SYDNEY March 30, 2009 James M. Curtis, Esq.,

Office of Chief Counsel,

Division of Investment Management,

Securities and Exchange Co:rnrrriSSiOh,

100 F Street, N.E.

Washington, DC 20549.

Re: Regions Morgan Keegan Select Funds - Request Under
Section 17(a) of the Investment Company Act of 1940 fqr
Affiliated P1.1Ichase Transactions
Dear Mr. Curtis:
We are writing to you on 'behalf ofthe Regions Morgan Keegan lSelect Mid Cap Value Fund, the Regions Morg-an. Keegan Select Balanced Fund, the Regions Morgan Keegan Select Mid Cap Growth Fund, the Regions Morgan Keegan Se!lect Growth Fund, the Regions Morgan Keegan Select Fixed Income Fund, and the !Regions Morgan Keegan Select Limited Mat1.1Iity Fixed Income Fund (each, a "Fum!' and, collectively, the "Funds"), each a series of R..egions Mot;gan Keegan Funds (thei "Trust"), an open-end invecstment company organized as a Massachusetts business trust$ld registered under the Investmecnt Company Act of 1940 (the "1940 Act"), for whiich Morgan Assect Management, Inc. ("MAM"), an indirect, wholly-ownedsubsidiajry of Regions Financial Corporation ("Regions"), serves as investment adViser. The funds propose to enter into certain purchase transactions with MAM and Regions. M¥\M is controlled by Regions, and each of Regions and MAM is an affiliated person, dr an affiliated person of an affiliated person, of ecach Fund. The Trust, MAMand Regions (the "Applicants") respectfully request that the Division of Investment Management (the "Division") advise MAM and Recgions that it will not, on the basis of the facts and circumstances described herein, recorrmilend that I the U.S. Securities and Exchange CoIIlIIlission (the "Commission") take enforcement action under Section 17(a) of the 1940 Act, ifRegi,ons, through MAM, purchases NYl2528:348102.16

James M. Curtis, Esq. -2
Securities (defined below) from the Funds, without filing an application under, land without the Commission granting an order pursuant to, Section 17(b) of the 1940 Act.
I. THE SECUR.ITlES AND TlIE PltrOPOSEJ) ltEOltrGANIZATIONS
A. Background of the Securities
The Funds participate in a s.ecurities lending program (the "Pro&ram") administered by The Bank of New York Mellon Corporation ("BNY Mellon"), PUfSUallt to a Securities Lending Agreement alld Guaranty, dated as of May 31, 2002 (the "Securities Lending Agreement"), between each Fund and The Bank of New Yrk (now The Bank of New York Mellon, the "Banlf'). As part of this program, BNY Mellon facilitates the lending of securities owned by the Funds to third parties. In connection with the Program, the Funds are investors in the BNY Ins,tifutional Cash ReserVes Fund (the "BNY Fuml'),an unregistered money market investment fund managed by the Bank. The BNY Fund provides a short~term investment vehicle for the cash collateralIreceived by the Funds and other participants in securities lending transactions under the Program. The fixed-incom.e securities currently held by the BNY Fund include (i) a promissory note issued by Whistlejacket Capital Ltd. or certain of its affiliates ~as successor-in-interest to White Pine Finance, LLC), due March 12, 2008 (the "Whistlejacket Security") and (ii) certain floating rate debt securities of Lehman Brothers Holdings Incorporated, maturing October 14, 2008 and October 22,2008, resp¢ctively (the "Lehman Securities" and, together with the Whistlejacket Security, the "Ser:urities"). Each issuer of the Securities has filed for ba11kru.ptcy protection and thereby defaulted under the terms of its respective Security. Consequently, the market value of e(ich Security has decreased substantially below its par value and the Securities have,become substantially illiquid. That portion of the par value of each Security attributable to the iBNY Fund shares held by each Fund is set forth on Exhibit 1. B. The BNY Mellon Support In response to these events, BNY Mellon has undertaken to prov:ide certain limited capital support for the BNY Fund or, alternatively, directly to each investor in the BNY Fund (each, an "Investor") in respect of the WhilstlejacketSecurity, and to offer certain limited capital support in respect of the Lehman Securities, in each case to the extent of such Investor's indirect, proportionate interest in each SecUrity, subject to certain termS and conditions. NYl2528:348102.16

James M. Curtis, Esq. -3
In order to facilitate the provision of this capital support, the BatUc, in its capacity as custodial trustee of the BNY Fund, first resolved to divide the BNY Fund into three separate series representing three different asset portfolios (each, a "Series") by creating two new separate Series: (i) effective September 12, 2008, Series B of the BNY Fund was created to hold the Lehman Securities that were in the BNY Fund on that date; and (ii) effective October 6, 2008, Series C of the ENY Fund was created to hold the Whistlejacket Security (together with existing capital support associated with the Whistlejacket Security, provided pursuant to the Capital Support Agreement (the "Original CSA"), dated as ofJuly 1, 2008, by and among the BNY Fund, the Bank and BNY Mellon). Series A of the BNY Fund, after giving effect to the creation of Series 13 and Series C, holds each other asset and any liabilities related thereto to the ext~nt held by the BNY Fund immediately prior to the creation of Series 13 and Series C, respectively. Investors received a number of units in each of Series A, 13 and C proportionate to their interests in the BNY Fund as of the effective date of the dreation of the respective series. In connection with the division of the BNY Fund into Series A, 13 and C, (i) BNY Mellon entered into an Amended and Restated Capital Support Agreement, dated and effective as of October 7, 2008 (the "Amended CSA") with the BNY Fund and the Bank (amending and reStatiIlg in its entirety the Original CSA) for the benefit of Series C; and (ii) the Bank and BNY Mellon also offered to enter into a separate Individual Investor Agreement with each of the Investors. Effective as of November 30, 2008, the Bank and BNY Mellon have entered into an Individual Investor Agreement with the Funds (the "Individual Investor Agreement"). Whistlejacket Support Pursuant and subject to the terms of the Amended CSA, BNY Mellon provides certain limited capital support for each Investor holding Series C shares in the BNY Fund (i.e., shares of the Series of the BNY Fund that holds the Whistlejacket Security and existing capital support related thereto (the "Whistlejacket Support" and, together with the Whistlejacket Security, the "Whistlejacket Assets")). The Wh!istlejacket Support provides that, subject to certain conditions, Investors holding Series C shares would be entitled to a limited capital support payment in respect of their propoIttionate share ofthe par value of the Whistlejacket Security in Series C1 within five busiiness days The am.ount of the Whistlejacket Support prbvided pursuant tb the Amended CSA for !the benefit of Series C will generally be the least of (a) the actual loss sustained in respect bf the Whistlejacket Security; (b) the payment reqllired to make the Reference NAV (as defined in the Amended CSA) equal to at least $0.9950 (assllnling fbr this purpose a value for the Lehman Assets of at least 80 percent of the then outstanding par value bf the
Lehman Securities); and NY12528:348102.16

James M. Curtis, Esq. -4 of the ultimate disposition of the Whistlejacket Security or the receipt of final payment in respect of the Whistlejacket Security. Pursuant and subject to the tems of the Individual Investor Agr~ement, where:

A Fund's shares in Series C have been redeemed in fuli for in-kind proc:eeds (and
that portion of the Whistlejacket Security thereby distributed to such Fund has been placed into a separate account controlled and maintained by the Bank); or
A Fund has elected to terminate its. participation in the Program, and SUGh Fund's
share of the Whistlejacket Security has been distributed in-kind to such Fund, and as a result, in each case, such Fund would no longer be entitled to the beneifit of the Whistlejacket Support through the Amended CSA, such Fund may instead be entitled, under and subject to the terms of the Individual Investor Agreement, to receive la capital support payment generally equivalent to the Whistlejacket Support payment that such Fund would have been entitled to receive had such Fund continued to hold all of its Series C shares.2 Pursuant to the terms of the Individual Investor Agreement, the Bank is entitled:
To cause the redemption ofa Fund's Series C shares in return for the Fund's
interest in the Whistlejacket Security held in Series C; and
To cause a Fund's entire interest in the Whistlejacket Security distributed in
respect of such redemption from Series C to be deposited in a separate collateral account established by the Bank for the benefit of such Fund, to be managed and maintained by the Bank and at all times under the control of the Bank; Or
To take or refrain from taking such other actions as the Bank may reasonably
deem necessary or expedient to facilitate the receipt by it on behalf of such Fund (c) an aggregate amount equal to 30 percent of the then outstanding principal balance 0f the Whistlejacket Security. In general, one intended purpose ofthe Individual Investor Agreement is to make the Whistlejacket Support "portable" (i.e., provide for the benefit of the Funds, at a time when they do not continue to hold their respective Series C shares, the Sl1b'stantive capital support in'respect of their proportionate interest in the Whistlejacket Security to which such Funds may hav,e been beneficially entitled had such Funds continued to hold their respective Series C shares). NY12528:348102.16 2

James M. Curtis, Esq. -5 of the payments which may be made by BNY Mellon under the terms of the Individual Investor Agre'ement. The Bank is also entitled, if at any time all of a Fund's Series A shares have been redeemed, to cause a redemption, for in-kind proceeds, of such Fundis share of the Whistlejacket Security held in Series C. Lehman Support Pursuant and subject to the tetms of the Individual Investor Agreement, BNY Mellon provides certain limited capital support for the Funds' respective mterest in the Lehman Securities (the "Lehman Support" and, together with the Lehman Securities, the "Lehman Assets,,).3 The Lehman Support provides that the Funds may be entitled to recover at least 80 percent of their resp'ective proportionate share of the par valq.e of the Lehman Securities, payable within five business days ofthe ultimate disposition Gf the Lehman Securities or the receipt of [mal payment in respect of the Lehman Secprities. In order to be eligible for the Lehman Support, the Funds must satisfy, inter alia, the following primary conditions:

Continue to make lendable securities available to the Bank ina manner, volume,
and to an extent, which is not less or more restricted than 75 percent of the average volume of lendable securities made available by the Funds dUring the one-year period inlIDediately preceding the date of the Individual Investljr Agreement; and
Continue to hold all of their respective Series B shares without redemption or
having the Funds' respective interest in the Lehman Securities on deposit in a separate account controlled and maintained by the Bank. In the event that each of the conditions to the Lehman Support is not satisfied, the undertaking of BNY Mellon to provide the Lehman Support (but m-ot the Whistlejacket Support) will terminate immediately. Pursuant to the terms of the Individual Investor Agreement, the Bank is entitled:
Note that we understand fromBNY Mellon that certain tetitls oftne Lehman Suppottare expected to be amended in the ne~ future, but that those amendments should not have any impact on the issues addressed, or relief sought, in this letter. NYl2528:348102.16 3

James M. Curtis, Esq. -6

To cause the in-kind redemption by Series B ofa FUnd's entire interest in the
Lehman Securities held in Series B; and
To cause a Fund's entire interest in the Lehmart Securities distributed ini respect of
such redemption from Series B to be deposited in a separate collateral account established by the Bank for the benefit of such Fund, to be managedartd maintained by the Bank and at all times under the control of the Bank; or
To take or refrain from taking such other actions as the Bank may reasonably
deem necessary or expe:Uient to facilitate the receipt by it on behalf of such Fund of the Lehman Support Amount (as defined in the Individual Investor Agreement) from BNY Mellon. The Bank is also entitled, if at any tiine all of a Fund's Seties A shares have been redeemed, to cause a redemption in-kind of such Fund's proportionate share of the Lehman Securities held in Series B (.and, if such Fund desires to obtain the Lehman Support, to require such Fund to hold its proportionate share of the Lehman Securities so redeemed in a separate account controlled by the Bank).
c. Description of tbeProposed Reorganizations
Regions and MAM have executed an Asset Purchase Agreement, dated as of Jartuary 21, 2009, at.nong Regions, MAM, Pioneer Investment Management,Inc. ("Pioneer") and Pioneer Investment Martagement USA, Inc. pursuant to which" subject to approval of each Fund's shareholders, the Funds (as well as other funds managed by MAMthatare a series of the Trust) would be reorganized into new or existing funds (the "Acquiring Funds") managed by Pioneer (the "Reorganizations"). The Reorganizations have been approved by the Board of Trustees of the Trust, and the related registration statements on Form N-14, each including a combined proxy statement/prospectus, were filed with the Comnrission on February 13,2009. The funds managed by Pioneer do not participate in the Program:. For that reason, the Funds will exit the Program prior to the Reorganizations and redeem their interests in the BNY Fund for cash, except in respect ofthat portion of the net asset value redeemed that represents the Whistlejacket Security and the Lehmart Securities. These assets will be redeemed for in-kind proceeds consisting of a proportionate share of the Whistlejacket Security and the Lehman Securities pursuant to the Individual Investor Agreement. NYl2528:348102.16

James M. Curtis, Esq. -7
In order to avoid disadvantage to the Funds, Regions has undertaken to enter into an agreement with each Ftlnd to putchase the Securities held by each !Fund when each Fund exits the Program, on the following tell1ls:

Regions will purchase (through MAM) each Fund's proportionate share, of the
Whistlejacket Security (as disclosed in Exhibit I) at 100% of pat value;4 and
Regions will purchase (through MAM) each Fund's proportionate sharel of the
Lehman Securities (as disclosed in Exhibit I) at 80% of par value.5 fi. SECTION 17(a) OF TIlE 1940 ACT Sections 17(a)(1) and 17(a)(2) of the 1940 Act prohibit an affiliated person of a registered investnlent company, or an affiliated person of an affiliated person of the company, from knowingly selling to or purchasing from the re;gistered com.pany any security or other property. Section 2(a)(3) of the 1940 Act, in relevant part; defmes an affiliated person of a registered investment company to include the investment company's investment adviser, and an affiliated person of any other person to include any person controlling, controlled by, or under coIilmon control with, such other person. Each of Regions and MAM is an affiliated person, or an affiliated person of an affiliated person, of the Trust and the Funds.
Section 17(a) would prohibit th.e proposed purchase transactions between
Regions and each Fund because, as stated above, such transactions would involve the purchase of the Securities from the Fun~. by an affiliated person,or an affi1iate~ person of an affiliated person, of the Trust, acting as principaL The prohibitions in Sections 17(a)(1) and 17(a)(2) of the 1940 Act ate designed to protect registered investment companies from transactions that rna);' involve overreaching. We understand that, as a general matter, exemptive relief from tljre prohibitions of Section 17(a) is available upon application to, and an exemptive order issued by, the Commission under Section 17(b) of the 1940 Act. However, the!Statt of the Commission has previously taken no-action p0sitions under Section 17(a) im.volving transactions similar to the proposed purchase transactions in light of prevailing matket 4 Please see Exhibit IT for the current par value of each Fund's proportionhte share of the WhistleJacket Security. 5 Please see Exhibit IT for the current pat value of each Fund's proportioniate share of the Lehman Securities. NY12528:348102.16

James M. Curtis, Esq. -8 conditions. For example, on December 2, Z008, the Stafftook a no-action position under
Section 17(a) in respect of certain purchase transactions between BNY Mellon (or its
affiliates) and certain investment funds for which an affiliate of BNY Mellon was investment adviser (the "Mellon Funds',).6 These purchases were matle in connection with an offer £roman affiliate of BNY Mellon to purchase auction rate securities from its investment clients, including the Mellon Funds.. the offer was made for purposes of fostering a long-term relationship with - and to help alleviate legitimate liquidity concerns among - investment clients of BNY Mellon and its affiliates, after a substantial failure in the market for auction rate securities rendered such securities substantially illiquid.7 On the basis of these facts and circumstances, the Staff agreed not to . recommend enforcement action under Section 17(a) of the 1940 Act against BNY Mellon or its affiliates if BNY Mellon orits affiliates purchased auction rate securities from the Mellon Funds without seekirrgan order under $ection 17(b) of the 1940 Act. Regions, MAM and 'the Trust submit that, under the Funds' partiicular facts and circumstances, including business exigencies and cutrent market eom:\itions,8 and in light of the protections that would be afforded to the Funds as described below, the proposed purchase transactions jus·tify the no-acti'on relief sought in this letter. 6 See BNY Mellon Funds Trust (pub. avail. Dec, 2, 2008). 7 See also, e.g., Paine Webber Managed Investments Trust (pub. avail. Aug. 4, 1994) (pprchase of illiquid mortgage-backed securities); Morgan Grenfell Investment Trust (pUb. avail. Se,pt. 16,
1996) (purchase of illiquid unlisted securities); Dean Witter World Wide Investment 'Jirust (pub.
avail. Sept. 17, 1996) (pur.chase of illiquid a:s'set-backed commercial paper under the Federal Reserve's Asset-Backed Commercial Paper Money Market Fund Liquidity Facility): addition, the Staff has recently issued ira-action relief to nUrilerous money market funds inconn.bction with capital support agreements, or purchase transactions involving illiquid securities, involving affiliated personS of the funds, in order to rilaintain a net asset value per share of $1.00 and to ensure slifficient liquidity to m'eet redemption requests under the 1940 Act. See, e.g., Preyfus Money Funds (pub. avail. Oct. 20,2008); Penn Series Fmrds, Inc. (pub. avail. Oct. 22,,2008); Legg Mason Partners Institutional Trust (pUb. avail. Oct. 22, 2008); Russell InvestmeIj.t Company (pub. avail. Oct. 24, 2008). 8 See, e.g., Narragansett Capital Corporation (pub. avail. Dec. 15, 1974) (Commission S,taff, granting no-action relief, recognized that the "business urgency" of a proposed transaotion may support no~action relief under Section 17). NYl2528:348102.16

James M. Curtis, Esq. -9
III. JUSTIFICATIONS FOR AND CONDITIONS OF THE PROPOSEtD
PURCHASE TRANSACTIONS
On Januat)' 21, 2U09, Regions proposed and MAM recommended to the Board of Trustees of the Trust, and the Board of Trustees approved, the Reorgahizations (as well as the reorganizations of the other funds managed by MAM that are se:ries of the Trust). Prior to or at the completion ofthe Reorganizations, as described above, the Funds will withdraw from the Program because the Acquiring Funds do not and will not participate in the Program. In the case of the Lehman Securities, the Lehman Support will be lost immediately upon the Funds' withdrawal froffi the Program. In the Icase of the Whistlejacket Security, while the Whistlejacket Support continues after wit~drawal from the Program, the benefit of such support in these circumstances effectively would not. This is because Pioneer has informed Regions and MAM that the Acquiring Funds would not accept the Whistlejacket Assets as part ofthe Reorganizations.9 Regions and MAM believe the Reorganizations to be in the best ,interests of the Funds' shareholders, but also recognize the financial impact to the Funds! of withdrawing from the Program and thereby losing the benefit of the Lehman Support. Accordingly, in order to make the impact of withdrawing from the Program neutral to the Funds and thereby support MAM's recommendation of the Reorganizations to the Board of Trustees, Regions has undertaken to purchase (through MAM) the Securities: from the Funds on terms that would give the Funds current value equal to or better than tih.e realizable value of the Securities as accompanied by the Whistlejacket Support and Lehman Support. In particular, by selling their Securities to MAM on the terms described above, the Funds will receive payments in respect of the Securities that are at l~ast equal to, and may substantially exceed, the payments that would have been available under the Whistlejacket Support and the Lehman Support. Moreover, the Funds will receive these payments immediately, rather than at some time in the future if and when the relevant payments are triggered under the Whistlejacket Support or the Lehman Support (and, in the case of the Lehman Support, the Funds were able to receive the support even outside of the Program). We .also note that the Board of Trustees' approval of the Reorganizations was based in part on the undertakingmade by Regions to purchase the Securities as described herein or otherwise compensate the Funds for any negative iffipact to them of withdrawing from the Program. Pioneer has also informed Regions and MAM that the Acquiring Funds would not accept the Lehman Assets as part ofthe Reorganizations. NYl2528:348102.16 9

James M. Curtis, Esq. -10
Accordingly, the Applicants believe that a no"'-action position emi.bling the Funds to sell the Securities to MAM on the terms described herein is urgently needed and justified under the circumstances bec,ause this is the only practic'al alternative tbat permits Regions to comply with its undertakings to the Funds without seeking an exemptive order or some other method of making the Funds whole in connection with their withPrawal from the Program and that would not hinder or significantly delay the ability to dose the Reorganizations, currently scheduled for May 15, 2009 (which is likely shorter ithan the time that would be required to obtain an exemptive order under Section 17(b) of the 1940 Act). Finally, in connection with the proposed purchase transactions, Regions, MAM and the Trust represent as follows:
I. The Board of Trustees of the Trust, including a majority of the
trustees who are not "interested persons" of the Trust as that term is defined in
Section 2(a)(19) of the 1940 Act, has determined that (I) it would be in the best interest
of each Fund and its shareholders if MAM is permitted to purchase the Securiti¢s from the Funds on the terms described above, (2) the terms of the proposed purchase transactions, including the conSideration to be paid or r~ceived,are reasonable ~d fair and do not involve overreaching on the part of any person concerned, including! Regions and MAM, and (3) the proposed purchase trans:actionsare consistent with the investment objectives, policies and limitations of each Fund, as stated in the Fuil.d;s registr:!ltioil. statement.
2. No brokerage commissidns; fees or dther remuneration will be paid
by the Funds in connection with the propased purchase transactions.
3. Each Fund will maintain and preserve for a period of notless than
six years from the end of the fiscal year in which the proposed purchase transaQtidns occur, the first two years in an easily accessible place, a written record of each such transaction, setting forth a description of the transaction, including the terms ofthe transaction and the information or materials upon which the Board of Trustees' determinations described above were made.
4. Regions undertakes that if the aggregate amount ultimately
realized by Regions in respect of the Whistlejacket Security or the Lehman Securities (whether upon disposition, at maturity or otherwise and whether from the issuer or any third party) is more than the sum of (a) the purchaseptice paid to a Fund by Re'gions for such Securities and (b) any income (interest or other) due on such Securities from and after the date that Regions purchased such Securities from a Fund, at the rate or rates NYI2528:348102.16

James M. Curtis, Esq. -11 specified in the applicable Securities, Regions will remit such excess amount (after deducting all reasonable expenses, if any, incurred in connection with the recovery) promptly to the Fund.
IV. CONCLUSION
The Applicants respectfully request that the Division advise them that it will not recortlI11end that fue Cort1I11ission take enfo'tcementaction against MANf and Regions under Section 17(a) of the 1940 Act if the proposed purchase transa:cti~nsa:re consummated without an application having been filed un:der~and an order entered into by the Commission pursuant to, Section 17(b) of the 1~40 Act. We would be hatrIJY to answer any questions that the Staff may have regarding this request or to provide additienal infortnation. Please do not hesi~te to call the undersigned at 212-558-7915 or John O'Brien at 212-558-3944. Yours very truly, cc: Douglas J. Scheidt, Esq. (U.S. Securities and Exchange Co:ttun:ission) J. Kenneth Alderman

(Regions Financial Corporation)

John J. O'Brien

(Sullivan & Cromwell LLP)

Donald W. Smith, Esq.

Alan C. Porter, Esq.

(K&L Gates LLP)

NYl2528:348102.16

EXHIBIT I TO NO-ACTION REQUEST

PAR VALUE OF SECURITIES HELD BY FUNDS

Fund Name Whistl~iacket Le)nnan
Regions Morgan Keegan Select MidCa.p Val\le $116,425.21 $145~70.04 Regions Morgan Keegan Select Balanced $247,544.59 $330~422.13 Regions Morgan Keegan S¢lectMidCa,p Growth $429,758.02 $784,1143.00 Regions Morgan Keegan Select Growth $66,34253 $223~139.86 Regions Morgan Keegan Select Fixed Income $156.,082.92 $206,1057.27 Regions Morgan Keegan Select Limited Maturity Fixed Income $9,715.07 $11,:547.19 TotaZ1U $1,025,868.•34 $1,7aOJ579.34 BNY Mellon can only deliver the SectJrities in $1,000 denominations. As a result, $8~8.34 with respect to the Whistlejacket SectJrity and $579.34 with respect to the Lehman SectJrities will be forgone when the Funds withdraw frbm the Prbgram. NY12528:348102.16 10

EXHIBIT II TO NO-ACTION REQUEST

CURRENT PAR VALUE OF THE SECURITIES

Fund Name
ReQions Morg;:l.n Keeg;:l.n $elect MidCap Value Regions Morg;:l.n Keegan Select B;:l.I;:l.nced ReQions MOrQ;:l.n Keeg·an Select MidCap Growth ReQions Morg;:l.n Keeg;:l.n Se.lect Growth Regions Morg;:l.n Keeg;:l.n $elect Fixe!:! In.c.ome Regions Morg;:l.n Keegan S.elect Limited Maturity Fixed Income Lehman Asset Par Value 145,270 330,422 784,143 223,140 206,057 11,547 Lehman Asset Market Value (3/4/2009) 17,432 39,651 94,097 26,777 24,727 1,386 Whistlejacket Asset Par Value 116,425 247,545 429,758 66,343 156,083 9,715 Whistlejacket Market Value (3/412009) 97,686 207,702 360,588 55,665 130,961 8,151 NY12528:348102.16

Incoming Letter

Lineage