Regions Investment Management, Inc.

Allegations: ON APRIL 5, 2010, SHOW CAUSE NO. SC-2010-0016 WAS ISSUED TO RESPONDENTS MORGAN KEEGAN & CO., INC., MORGAN ASSET MANAGEMENT, INC., JAMES COOPER KELSOE, JR., BRIAN B. SULLIVAN, GARY SCOTT STRINGER AND MICHELE FOWLER WOOD FOR ENGAGING IN FRAUDULENT, DISHONEST OR UNETHICAL BUSINESS PRACTICES. RESPONDENTS HAVE 30 DAYS FROM RECEIPT OF THIS ORDER TO RESPOND IN WRITING TO PERFECT THE RIGHT TO A HEARING. VIOLATIONS OF ALABAMA SECURITIES CODE SECTIONS 8-6-3(J)(7) AND (J)(10) AND ALABAMA SECURITIES REGULATION RULES 830-X-3-.12 AND 830-X-3-.13. Status: Final Sanction Detail: THE MONETARY AMOUNT REPORTED ABOVE IS ALABAMA'S SHARE OF A $10 MILLION STATE SETTLEMENT AMOUNT UNDER THE ORDERS ENTERED BY THE STATE AGENCIES OF THE 5 STATES. IN ADDITION, UNDER THE TERMS OF THE ORDERS, MAM AND MK ARE REQUIRED TO CONTRIBUTE $100,000,000 TO A STATES' FUND ESTABLISHED BY THE 5 STATES FOR THE BENEFIT OF INVESTORS IN THE REGISTERED INVESTMENT COMPANIES ("FUNDS") COVERED BY THE ORDERS. ALSO, MAM AND MK ARE REQUIRED TO REIMBURSE THE 5 STATE AGENCIES AND THE NORTH AMERICAN SECURITIES ADMINISTRATORS ASSOCIATION FOR THEIR COSTS. THE REIMBURSEMENT AMOUNT FOR THE ALABAMA SECURITIES COMMISSION IS $1,209,000. Summary: ON APRIL 5, 2010, SHOW CAUSE NO. SC-2010-0016 WAS ISSUED TO RESPONDENTS MORGAN KEEGAN & CO., INC., MORGAN ASSET MAANGEMENT, INC., JAMES COOPER KELSOE, JR., BRIAN B. SULLIVAN, GARY SCOTT STRINGER AND MICHELE FOWLER WOOD FOR ENGAGING IN FRAUDULENT, DISHONEST OR UNETHICAL BUSINESS PRACTICES. RESPONDENTS HAVE 30 DAYS FROM RECEIPT OF THIS ORDER TO RESPOND IN WRITING TO PERFECT THE RIGHT TO A HEARING. WITHOUT ADMITTING OR DENYING THE FINDINGS (EXCEPT AS TO JURISDICTIONAL ALLEGATIONS, AND CERTAIN STATEMENTS RELATING TO THE MAINTENANCE OF BOOKS AND RECORDS), MAM, ALONG WITH MK, AND JAMES C. KELSOE, FORMERLY AN ASSOCIATED PERSON OF MAM AND MK, CONSENTED TO THE ENTRY OF A CONSENT ORDER BY THE ALABAMA SECURITIES COMMISSION MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER AGAINST MAM AND THE OTHER PARTIES. THE ORDER WAS ENTERED IN RESOLUTION OF A MULTISTATE INVESTIGATION CONDUCTED BY THE 5 STATES. THE ORDER FOUND THAT MAM VIOLATED ALABAMA SECURITIES CODE SECTIONS 8-6-3(J)(7) AND (J)(10) (AUTHORIZING ACTION BY THE ALABAMA SECURITIES COMMISSION AGAINST A REGISTERED INVESTMENT ADVISER FOR DISHONEST OR UNETHICAL PRACTICES AND FAILURE TO SUPERVISE) AND ALABAMA SECURITIES REGULATION RULES 830-X-3-.12 (REGARDING THE SUITABILITY OF INVESTMENT ADVISER RECOMMENDATIONS) AND 830-X-3-.13 (REGARDING INVESTMENT ADVISER SUPERVISION OF ASSOCIATED PERSONS). THESE FINDINGS ALL RELATED TO THE SALE AND MARKETING OF CERTAIN FUNDS MANAGED BY MAM AND DISTRIBUTED AND SOLD BY MK. THE ORDER REQUIRED MAM AND MK TO CONTRIBUTE A TOTAL OF $100,000,000 TO A FUND TO BE ESTABLISHED BY THE 5 STATES FOR THE BENEFIT OF INVESTORS IN THOSE FUNDS. THE ORDER ALSO PROHIBITS MAM AND MK FROM CREATING, OFFERING OR SELLING A PROPRIETARY REGISTERED INVESTMENT COMPANY THAT IS MARKETED AND SOLD TO INVESTORS OTHER THAN INSTITUTIONAL AND CERTAIN OTHER QUALIFIED INVESTORS FOR TWO YEARS (UNTIL JUNE 22, 2013). THE ORDER IMPOSES UNDERTAKINGS RELATING TO THE RETENTION OF AN AUDITOR ACCEPTABLE TO THE 5 STATES IF MAM OR MK FORMS OR SELLS PROPRIETARY INVESTMENT PRODUCTS BEFORE JANUARY 1, 2016, THE RETENTION OF AN INDEPENDENT CONSULTANT TO REVIEW THEIR WRITTEN SUPERVISORY AND COMPLIANCE PROCEDURES AND THE PROVISION OF TRAINING ON PROPRIETARY PRODUCTS TO THEIR REGISTERED INVESTMENT ADVISER REPRESENTATIVES AND AGENTS. INDIVIDUAL ACTIONS AGAINST THE OTHER RESPONDENTS WERE NOT PURSUED.

Allegations: VIOLATIONS OF MISSISSIPPI CODE § 75-71-101, ET. SEQ. (2000) AND THE RULES PROMULGATED THEREUNDER. Status: Final Sanction Detail: THE MONETARY AMOUNT REPORTED ABOVE IS MISSISSIPPI'S SHARE OF A $10 MILLION STATE SETTLEMENT AMOUNT UNDER THE ORDERS ENTERED BY THE STATES AGENCIES OF THE 5 STATES. IN ADDITION, UNDER THE TERMS OF THE ORDERS, MAM AND MK ARE REQUIRED TO CONTRIBUTE $100,000,000 TO A STATES' FUND ESTABLISHED BY THE 5 STATES FOR THE BENEFIT OF INVESTORS IN THE REGISTERED INVESTMENT COMPANIES ("FUNDS") COVERED BY THE ORDERS. ALSO, MAM AND MK ARE REQUIRED TO REIMBURSE THE 5 STATE AGENCIES AND THE NORTH AMERICAN SECURITIES ADMINISTRATORS ASSOCIATION FOR THEIR COSTS. THE REIMBURSEMENT AMOUNT FOR THE MISSISSIPPI SECRETARY OF STATE SECURITIES DIVISION IS $1,379,000. Summary: WITHOUT ADMITTING OR DENYING THE FINDINGS (EXCEPT AS TO JURISDICTIONAL ALLEGATIONS, AND CERTAIN STATEMENTS RELATING TO THE MAINTENANCE OF BOOKS AND RECORDS), MAM, ALONG WITH MK, AND JAMES C. KELSOE, FORMERLY AN ASSOCIATED PERSON OF MAM AND MK, CONSENTED TO THE ENTRY OF A CONSENT ORDER BY THE MISSISSIPPI SECRETARY OF STATE SECURITIES DIVISION MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER AGAINST MAM AND THE OTHER PARTIES. THE ORDER WAS ENTERED IN RESOLUTION OF A MULTISTATE INVESTIGATION CONDUCTED BY THE 5 STATES. THE ORDER FOUND THAT MAM VIOLATED MISSISSIPPI CODE § 75-71-101, ET. SEQ. (2000) AND THE RULES PROMULGATED THEREUNDER (AUTHORIZING ACTION BY MISSISSIPPI SECRETARY OF STATE SECURITIES DIVISION AGAINST A REGISTERED INVESTMENT ADVISER FOR DISHONEST OR UNETHICAL PRACTICES AND FAILURE TO SUPERVISE) AND (REGARDING THE SUITABILITY OF INVESTMENT ADVISER RECOMMENDATIONS AND INVESTMENT ADVISER SUPERVISION OF ASSOCIATED PERSONS). THESE FINDINGS ALL RELATED TO THE SALE AND MARKETING OF CERTAIN FUNDS MANAGED BY MAM AND DISTRIBUTED AND SOLD BY MK. THE ORDER REQUIRED MAM AND MK TO CONTRIBUTE A TOTAL OF $100,000,000 TO A FUND TO BE ESTABLISHED BY THE 5 STATES FOR THE BENEFIT OF INVESTORS IN THOSE FUNDS. THE ORDER ALSO PROHIBITS MAM AND MK FROM CREATING, OFFERING OR SELLING A PROPRIETARY REGISTERED INVESTMENT COMPANY THAT IS MARKETED AND SOLD TO INVESTORS OTHER THAN INSTITUTIONAL AND CERTAIN OTHER QUALIFIED INVESTORS FOR TWO YEARS (UNTIL JUNE 22, 2013). THE ORDER IMPOSES UNDERTAKINGS RELATING TO THE RETENTION OF AN AUDITOR ACCEPTABLE TO THE 5 STATES IF MAM OR MK FORMS OR SELLS PROPRIETARY INVESTMENT PRODUCTS BEFORE JANUARY 1, 2016, THE RETENTION OF AN INDEPENDENT CONSULTANT TO REVIEW THEIR WRITTEN SUPERVISORY AND COMPLIANCE PROCEDURES AND THE PROVISION OF TRAINING ON PROPRIETARY PRODUCTS TO THEIR REGISTERED INVESTMENT ADVISER REPRESENTATIVES AND AGENTS.

Allegations: VIOLATIONS OF KENTUCKY REVISED STATUTES SECTION 292.337(2) (CURRENT), 808 KENTUCKY ADMINISTRATIVE REGULATIONS 10:330 AND 10:450. Status: Final Sanction Detail: THE MONETARY AMOUNT REPORTED ABOVE IS KENTUCKY'S SHARE OF A $10 MILLION STATE SETTLEMENT AMOUNT UNDER THE ORDERS ENTERED BY THE STATES AGENCIES OF THE 5 STATES. IN ADDITION, UNDER THE TERMS OF THE ORDERS, MAM AND MK ARE REQUIRED TO CONTRIBUTE $100,000,000 TO A STATES' FUND ESTABLISHED BY THE 5 STATES FOR THE BENEFIT OF INVESTORS IN THE REGISTERED INVESTMENT COMPANIES ("FUNDS") COVERED BY THE ORDERS. ALSO, MAM AND MK ARE REQUIRED TO REIMBURSE THE 5 STATE AGENCIES AND THE NORTH AMERICAN SECURITIES ADMINISTRATORS ASSOCIATION FOR THEIR COSTS. THE REIMBURSEMENT AMOUNT FOR THE KENTUCKY DEPARTMENT OF FINANCIAL INSTITUTIONS IS $6,400. Summary: WITHOUT ADMITTING OR DENYING THE FINDINGS (EXCEPT AS TO JURISDICTIONAL ALLEGATIONS, AND CERTAIN STATEMENTS RELATING TO THE MAINTENANCE OF BOOKS AND RECORDS), MAM, ALONG WITH MK, AND JAMES C. KELSOE, FORMERLY AN ASSOCIATED PERSON OF MAM AND MK, CONSENTED TO THE ENTRY OF A CONSENT ORDER BY THE KENTUCKY DEPARTMENT OF FINANCIAL INSTITUTIONS MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER AGAINST MAM AND THE OTHER PARTIES. THE ORDER WAS ENTERED IN RESOLUTION OF A MULTISTATE INVESTIGATION CONDUCTED BY THE 5 STATES. THE ORDER FOUND THAT MAM VIOLATED CURRENT KENTUCKY REVISED STATUTES SECTION 292.337(2) (AUTHORIZING ACTION BY THE KENTUCKY SECURITIES COMMISSION AGAINST A REGISTERED INVESTMENT ADVISER FOR DISHONEST OR UNETHICAL PRACTICES AND FAILURE TO SUPERVISE) AND 808 KENTUCKY ADMINISTRATIVE REGULATIONS 10:330 AND 10:450 (REGARDING THE SUITABILITY OF INVESTMENT ADVISER RECOMMENDATIONS AND INVESTMENT ADVISER SUPERVISION OF ASSOCIATED PERSONS). THESE FINDINGS ALL RELATED TO THE SALE AND MARKETING OF CERTAIN FUNDS MANAGED BY MAM AND DISTRIBUTED AND SOLD BY MK. THE ORDER REQUIRED MAM AND MK TO CONTRIBUTE A TOTAL OF $100,000,000 TO A FUND TO BE ESTABLISHED BY THE 5 STATES FOR THE BENEFIT OF INVESTORS IN THOSE FUNDS. THE ORDER ALSO PROHIBITS MAM AND MK FROM CREATING, OFFERING OR SELLING A PROPRIETARY REGISTERED INVESTMENT COMPANY THAT IS MARKETED AND SOLD TO INVESTORS OTHER THAN INSTITUTIONAL AND CERTAIN OTHER QUALIFIED INVESTORS FOR TWO YEARS (UNTIL JUNE 22, 2013). THE ORDER IMPOSES UNDERTAKINGS RELATING TO THE RETENTION OF AN AUDITOR ACCEPTABLE TO THE 5 STATES IF MAM OR MK FORMS OR SELLS PROPRIETARY INVESTMENT PRODUCTS BEFORE JANUARY 1, 2016, THE RETENTION OF AN INDEPENDENT CONSULTANT TO REVIEW THEIR WRITTEN SUPERVISORY AND COMPLIANCE PROCEDURES AND THE PROVISION OF TRAINING ON PROPRIETARY PRODUCTS TO THEIR REGISTERED INVESTMENT ADVISER REPRESENTATIVES AND AGENTS.

Allegations: VIOLATIONS OF SOUTH CAROLINA CODE ANN. § 35-1-412(D) (2), (9) & (13) (SUPP. 2010) AND S.C. REG. 13-501 (A) (3), (21) (SUPP. 2010). Status: Final Sanction Detail: THE MONETARY AMOUNT REPORTED ABOVE IS SOUTH CAROLINA'S SHARE OF A $10 MILLION STATE SETTLEMENT AMOUNT UNDER THE ORDERS ENTERED BY THE STATES AGENCIES OF THE 5 STATES. IN ADDITION, UNDER THE TERMS OF THE ORDERS, MAM AND MK ARE REQUIRED TO CONTRIBUTE $100,000,000 TO A STATES' FUND ESTABLISHED BY THE 5 STATES FOR THE BENEFIT OF INVESTORS IN THE REGISTERED INVESTMENT COMPANIES ("FUNDS") COVERED BY THE ORDERS. ALSO, MAM AND MK ARE REQUIRED TO REIMBURSE THE 5 STATE AGENCIES AND THE NORTH AMERICAN SECURITIES ADMINISTRATORS ASSOCIATION FOR THEIR COSTS. THE REIMBURSEMENT AMOUNT FOR THE SECURITIES COMMISSIONER OF SOUTH CAROLINA IS $14,200. Summary: WITHOUT ADMITTING OR DENYING THE FINDINGS (EXCEPT AS TO JURISDICTIONAL ALLEGATIONS, AND CERTAIN STATEMENTS RELATING TO THE MAINTENANCE OF BOOKS AND RECORDS), MAM, ALONG WITH MK, AND JAMES C. KELSOE, FORMERLY AN ASSOCIATED PERSON OF MAM AND MK, CONSENTED TO THE ENTRY OF A CONSENT ORDER BY THE SECURITIES COMMISSIONER OF SOUTH CAROLINA MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER AGAINST MAM AND THE OTHER PARTIES. THE ORDER WAS ENTERED IN RESOLUTION OF A MULTISTATE INVESTIGATION CONDUCTED BY THE 5 STATES. THE ORDER FOUND THAT MAM VIOLATED S.C. CODE ANN. § 35-1-412(D)2 (2), (9) AND (13) (AUTHORIZING ACTION BY THE SOUTH CAROLINA SECURITIES COMMISSIONER AGAINST A REGISTERED INVESTMENT ADVISER FOR DISHONEST OR UNETHICAL PRACTICES AND FAILURE TO SUPERVISE) AND S.C. REG. 13-501(A) (3) AND (21) (REGARDING THE SUITABILITY OF INVESTMENT ADVISER RECOMMENDATIONS AND INVESTMENT ADVISER SUPERVISION OF ASSOCIATED PERSONS). THESE FINDINGS ALL RELATED TO THE SALE AND MARKETING OF CERTAIN FUNDS MANAGED BY MAM AND DISTRIBUTED AND SOLD BY MK. THE ORDER REQUIRED MAM AND MK TO CONTRIBUTE A TOTAL OF $100,000,000 TO A FUND TO BE ESTABLISHED BY THE 5 STATES FOR THE BENEFIT OF INVESTORS IN THOSE FUNDS. THE ORDER ALSO PROHIBITS MAM AND MK FROM CREATING, OFFERING OR SELLING A PROPRIETARY REGISTERED INVESTMENT COMPANY THAT IS MARKETED AND SOLD TO INVESTORS OTHER THAN INSTITUTIONAL AND CERTAIN OTHER QUALIFIED INVESTORS FOR TWO YEARS (UNTIL JUNE 22, 2013). THE ORDER IMPOSES UNDERTAKINGS RELATING TO THE RETENTION OF AN AUDITOR ACCEPTABLE TO THE 5 STATES IF MAM OR MK FORMS OR SELLS PROPRIETARY INVESTMENT PRODUCTS BEFORE JANUARY 1, 2016, THE RETENTION OF AN INDEPENDENT CONSULTANT TO REVIEW THEIR WRITTEN SUPERVISORY AND COMPLIANCE PROCEDURES AND THE PROVISION OF TRAINING ON PROPRIETARY PRODUCTS TO THEIR REGISTERED INVESTMENT ADVISER REPRESENTATIVES AND AGENTS.

Allegations: VIOLATIONS OF THE TENNESSEE SECURITIES DIVISION, TENN. CODE ANN. § 48-2-112(A)(2)(G)2 AND TENN. COMP. R. AND REGS. 0780-4-3-.02(6)(A)(15). Status: Final Sanction Detail: THE MONETARY AMOUNT REPORTED ABOVE IS KENTUCKY'S SHARE OF A $10 MILLION STATE SETTLEMENT AMOUNT UNDER THE ORDERS ENTERED BY THE STATES AGENCIES OF THE 5 STATES. IN ADDITION, UNDER THE TERMS OF THE ORDERS, MAM AND MK ARE REQUIRED TO CONTRIBUTE $100,000,000 TO A STATES' FUND ESTABLISHED BY THE 5 STATES FOR THE BENEFIT OF INVESTORS IN THE REGISTERED INVESTMENT COMPANIES ("FUNDS") COVERED BY THE ORDERS. ALSO, MAM AND MK ARE REQUIRED TO REIMBURSE THE 5 STATE AGENCIES AND THE NORTH AMERICAN SECURITIES ADMINISTRATORS ASSOCIATION FOR THEIR COSTS. THE REIMBURSEMENT AMOUNT FOR THE TENNESSEE SECURITIES DIVISION IS $4,900. Summary: WITHOUT ADMITTING OR DENYING THE FINDINGS (EXCEPT AS TO JURISDICTIONAL ALLEGATIONS, AND CERTAIN STATEMENTS RELATING TO THE MAINTENANCE OF BOOKS AND RECORDS), MAM, ALONG WITH MK, AND JAMES C. KELSOE, FORMERLY AN ASSOCIATED PERSON OF MAM AND MK, CONSENTED TO THE ENTRY OF A CONSENT ORDER BY THE TENNESSEE SECURITIES DIVISION MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS AND A CEASE-AND-DESIST ORDER AGAINST MAM AND THE OTHER PARTIES. THE ORDER WAS ENTERED IN RESOLUTION OF A MULTISTATE INVESTIGATION CONDUCTED BY THE 5 STATES. THE ORDER FOUND THAT MAM VIOLATED TENN. CODE ANN. § 48-2-112(A)(2)(G)2 (AUTHORIZING ACTION BY THE TENNESSEE SECURITIES COMMISSION AGAINST A REGISTERED INVESTMENT ADVISER FOR DISHONEST OR UNETHICAL PRACTICES AND FAILURE TO SUPERVISE) AND TENN. COMP. R. AND REGS. 0780-4-3-.02(6)(A)(15) (REGARDING THE SUITABILITY OF INVESTMENT ADVISER RECOMMENDATIONS AND INVESTMENT ADVISER SUPERVISION OF ASSOCIATED PERSONS). THESE FINDINGS ALL RELATED TO THE SALE AND MARKETING OF CERTAIN FUNDS MANAGED BY MAM AND DISTRIBUTED AND SOLD BY MK. THE ORDER REQUIRED MAM AND MK TO CONTRIBUTE A TOTAL OF $100,000,000 TO A FUND TO BE ESTABLISHED BY THE 5 STATES FOR THE BENEFIT OF INVESTORS IN THOSE FUNDS. THE ORDER ALSO PROHIBITS MAM AND MK FROM CREATING, OFFERING OR SELLING A PROPRIETARY REGISTERED INVESTMENT COMPANY THAT IS MARKETED AND SOLD TO INVESTORS OTHER THAN INSTITUTIONAL AND CERTAIN OTHER QUALIFIED INVESTORS FOR TWO YEARS (UNTIL JUNE 22, 2013). THE ORDER IMPOSES UNDERTAKINGS RELATING TO THE RETENTION OF AN AUDITOR ACCEPTABLE TO THE 5 STATES IF MAM OR MK FORMS OR SELLS PROPRIETARY INVESTMENT PRODUCTS BEFORE JANUARY 1, 2016, THE RETENTION OF AN INDEPENDENT CONSULTANT TO REVIEW THEIR WRITTEN SUPERVISORY AND COMPLIANCE PROCEDURES AND THE PROVISION OF TRAINING ON PROPRIETARY PRODUCTS TO THEIR REGISTERED INVESTMENT ADVISER REPRESENTATIVES AND AGENTS.

Allegations: IT IS ALLEGED THAT MR. ALDERMAN AND OTHER NAMED RESPONDENTS ACTING AS MEMBERS OF THE BOARD OF DIRECTORS CAUSED OPEN-END FUND SERIES' VIOLATIONS OF RULE 22C-1, RULE 30A-3(A) AND RULE 38A-1 OF THE INVESTMENT COMPANY ACT, AND CAUSED A REGISTRATION STATEMENT FILED WITH THE COMMISSION TO BE FALSE OR MISLEADING. Status: Final Sanction Detail: CEASE AND DESIST ORDER PROHIBITING THE RESPONDENT FROM COMMITTING OR CAUSING ANY VIOLATIONS AND FUTURE VIOLATIONS OF RULE 38A-1 OF THE INVESTMENT COMPANY ACT Summary: WITHOUT ADMITTING OR DENYING THE FINDINGS, RESPONDENT CONSENTED TO THE ENTRY OF AN ORDER MAKING FINDINGS AND IMPOSING A CEASE AND DESIST ORDER PROHIBITING THE RESPONDENT FROM COMMITTING OR CAUSING ANY VIOLATIONS AND FUTURE VIOLATIONS OF RULE 38A-1 OF THE INVESTMENT COMPANY ACT.

Allegations: SECURITIES ACT OF 1933 RELEASE 9116/SECURITIES EXCHANGE ACT OF 1934 RELEASE 61856/INVESTMENT ADVISERS ACT OF 1940 RELEASE 3009/INVESTMENT COMPANY ACT OF 1940 RELEASE 29203/ ACCOUNTING AND AUDITING ENFORCEMENT RELEASE 3125-APRIL 7, 2010: THE SECURITIES AND EXCHANGE COMMISSION ("COMMISSION") DEEMS IT APPROPRIATE AND IN THE PUBLIC INTEREST THAT PUBLIC ADMINISTRATIVE AND CEASE-AND-DESIST PROCEEDINGS BE, AND HEREBY ARE, INSTITUTED PURSUANT TO SECTION 8A OF THE SECURITIES ACT OF 1933 ("SECURITIES ACT"), SECTION 21C OF THE SECURITIES EXCHANGE ACT OF 1934 ("EXCHANGE ACT"), AND SECTIONS 9(B) AND 9(F) OF THE INVESTMENT COMPANY ACT OF 1940 ("INVESTMENT COMPANY ACT") AGAINST MORGAN ASSET MANAGEMENT, INC. ("MORGAN ASSET"); PURSUANT TO SECTION 15(B)(6) OF THE EXCHANGE ACT AGAINST MORGAN ASSET; PURSUANT TO SECTIONS 203(E) AND 203(K) OF THE INVESTMENT ADVISERS ACT OR 1940 ("ADVISERS ACT") AGAINST MORGAN ASSET. DURING VARIOUS PERIODS BETWEEN AT LEAST JANUARY 2007 AND JULY 2007, THE DAILY NET ASSET VALUES ("NAV") OF VARIOUS FUNDS WAS MATERIALLY INFLATED AS A RESULT OF THE FRAUDULENT CONDUCT OF MORGAN ASSET MANAGEMENT, INC AND THE OTHER RESPONDENTS. EACH FUND HELD, IN VARYING AMOUNTS, SECURITIES BACKED BY SUBPRIME MORTGAGES. MANY OF THESE SECURITIES LACKED READILY AVAILABLE MARKET QUOTATIONS AND, AS A RESULT, WERE TO BE INTERNALLY PRICED BY THE FUNDS' BOARD OF DIRECTORS USING "FAIR VALUE" METHODS. UNDER SECTION 2(A)(41)(B) OF THE INVESTMENT COMPANY ACT, THE FUNDS MUST USE MARKET VALUES FOR PORTFOLIO SECURITIES WITH READILY AVAILABLE MARKET QUOTATIONS AND DETERMINE FAIR VALUE FOR ALL OTHER PORTFOLIO ASSETS. THE FAIR VALUE OF SECURITIES FOR WHICH MARKET QUOTATIONS ARE NOT READILY AVAILABLE IS THE PRICE THE FUNDS WOULD REASONABLY EXPECT TO RECEIVE ON A CURRENT SALE OF THE SECURITY. MORGAN ASSET ADOPTED ITS OWN PROCEDURES TO DETERMINE THE FAIR VALUE TO ASSIGN TO PORTFOLIO SECURITIES AND TO "VALIDATE" THOSE VALUES "PERIODICALLY." AMONG OTHER THINGS, THOSE PROCEDURES PROVIDED THAT "QUARTERLY REPORTS LISTING ALL SECURITIES HELD BY THE FUNDS THAT WERE FAIR VALUED DURING THE QUARTER UNDER REVIEW, ALONG WITH EXPLANATORY NOTES FOR THE FAIR VALUES ASSIGNED TO THE SECURITIES, SHALL BE PRESENTED TO THE BOARD FOR ITS REVIEW." MORGAN ASSET FAILED TO FULLY IMPLEMENT THIS PROVISION OF ITS PRICING POLICY. MORGAN ASSET, ACTING THROUGH AN INDIVIDUAL, MADE UNTRUE STATEMENTS OF MATERIAL FACT CONCERNING THE FUNDS' PERFORMANCE IN THE FUNDS' ANNUAL AND SEMI-ANNUAL REPORTS FILED WITH THE COMMISSION ON FORMS N-CSR. MORGAN ASSET, THROUGH AN INDIVIDUAL, ALSO DEFRAUDED THE FUNDS BY PROVIDING A QUARTERLY VALUATION PACKET REFLECTING INFLATED PRICES FOR CERTAIN SECURITIES TO THE FUNDS' BOARDS, FAILING TO DISCLOSE TO THE FUNDS' BOARDS INFORMATION INDICATING THAT THE FUNDS' NAVS WERE INFLATED, AND THAT THE INDIVIDUAL WAS ACTIVELY SCREENING AND MANIPULATING DEALER QUOTES AND PROVIDING FUND ACCOUNTING WITH UNSUBSTANTIATED PRICE ADJUSTMENTS. IN ADDITION, THE PROSPECTUSES DESCRIBED MORGAN ASSET AS RESPONSIBLE FOR FAIR VALUATION OF THE FUNDS' PORTFOLIOS. RESPONDENTS MORGAN ASSET WILLFULLY VIOLATED SECTION 17(A) OF THE SECURITIES ACT; WILLFULLY VIOLATED SECTION 10(B) OF THE EXCHANGE ACT AND RULE 10B-5, THEREUNDER; WILLFULLY VIOLATED SECTION 206(4) AND OF THE ADVISERS ACT AND RULE 206(4)-7 THEREUNDER; WILLFULLY VIOLATED SECTIONS 206(1) AND 206(2) OF THE ADVISERS ACT; WILFULLY VIOLATED SECTION 34(B) OF THE INVESTMENT COMPANY ACT; WILFULLY AIDED AND ABETTED AND VIOLATED RULE 22C-1 PROMULGATED UNDER THE INVESTMENT COMPANY ACT; WILLFULLY AIDED AND ABETTED AND VIOLATED RULE 38A-1 PROMULGATED UNDER THE INVESTMENT COMPANY ACT. VIOLATIONS OF SECCTIONS 206(1), 206(2) AND SECTION 206(4) OF THE INVESTMENT ADVISERS ACT ("ADVISERS ACT") AND RULE 206(4)-7 THEREUNDER, SECTION 34(B) OF THE INVESTMENT COMPANY ACT OF 1940 (THE"1940 ACT") AND RULES 22C-1 AND 38A-1 UNDER THE 1940 ACT. Status: Final Sanction Detail: IN ADDITION TO A $75,000,000 FINE, MAM AND MK WERE ALSO REQUIRED TO PAY DISGORGEMENT OF $20,500,000 AND PREJUDGMENT INTEREST OF $4,500,000. Summary: IT IS FURTHER ORDERED THAT THE ADMINISTRATIVE LAW JUDGE SHALL ISSUE AN INITIAL DECISION NO LATER THAN 300 DAYS FROM THE DATE OF SERVICE OF THIS ORDER, PURSUANT TO RULE 360(A)(2) OF THE COMMISSION'S RULES OF PRACTICE. WITHOUT ADMITTING OR DENYING THE FINDINGS, MAM, ALONG WITH MORGAN KEEGAN & CO. ("MK"), J. THOMPSON WELLER, FORMERLY AN ASSOCIATED PERSON OF MK, JAMES C. KELSOE, FORMERLY AN ASSOCIATED PERSON OF MAM AND MK, CONSENTED TO THE ENTRY OF AN ORDER BY THE SEC MAKING FINDINGS AND IMPOSING REMEDIAL SANCTIONS, A CENSURE AND A CEASE AND DESIST ORDER AGAINST MAM AND OTHER PARTIES. THE SEC ORDER FOUND THAT MAM VIOLATED SECTIONS 206(1), 206(2) AND SECTION 206(4) OF THE INVESTMENT ADVISERS ACT ("ADVISERS ACT") AND RULE 206(4)-7 THEREUNDER, AND SECTION 34(B) OF THE INVESTMENT COMPANY ACT OF 1940 (THE"1940 ACT"), AND AIDED AND ABETTED AND CAUSED VIOLATIONS OF RULES 22C-1 AND 38A-1 UNDER THE 1940 ACT. THE SEC ORDER FOUND THAT MK VIOLATED RULE 22C-1 UNDER THE 1940 ACT, AND AIDED AND ABETTED AND CAUSED VIOLATIONS OF SECTION 34(B) OF THE 1940 ACT AND RULE 38A-1 THEREUNDER. THE SEC ORDER MADE ADDITIONAL FINDINGS WITH RESPECT TO THE INDIVIDUALS. THESE FINDINGS ALL RELATED TO THE FAILURE TO COMPLY WITH THE "FAIR VALUE" VALUATIONS STANDARDS ADOPTED BY CERTAIN FUNDS FROMERLY MANAGED BY MAM AND DISTRIBUTED BY MK FOR THE VALUATION OF SECURITIES HELD BY THOSE FUNDS, FOR WHICH READILY AVAILABLE MARKET QUOTATIONS WERE NOT AVAILABLE. THE ORDER REQUIRED MAM AND MK TO PAY A TOTAL OF $100,000,000 TO THE SEC (CONSISTING OF DISGORGEMENT OF $20,500,000, PREJUDGMENT INTEREST OF $4,500,000 AND A CIVIL PENALTY OF $75,000,000).THE ORDER ALSO PROHIBITS MAM FROM BEING INVOLVED FOR A PERIOD OF THREE YEARS IN VALUATIONS OF AN INVESTMENT COMPANY'S PORTFOLIO SECURITY FOR WHICH MARKET QUOTATIONS ARE NOT READILY AVAILABLE. FOR THE NEXT THREE YEARS, MAM CAN BE INVOLVED IN SUCH VALUATIONS ONLY IF AN INDEPENDENT CONSULTANT HAS FIRST REVIEWED AND REPORTED TO THE SEC ON MAM'S POLICIES, PROCEDURES AND PRACTICES WITH REGARD TO SUCH VALUATIONS.

Allegations: AMSOUTH BANK AND AMSOUTH ASSET MANAGEMENT INC. WERE CHARGED WITH VIOLATING SECTIONS 206(1) AND (2) OF THE INVESTMENT ADVISERS ACT AND SECTIONS 12(B) AND 34(B) AND RULE 12B-1 OF THE INVESTMENT COMPANY ACT WHILE SERVING AS ADVISER TO THE AMSOUTH FUNDS FOR ENTERING INTO SIDE ARRANGEMENTS WITH BISYS FUND SERVICES FOR PAYMENTS OF CERTAIN FEES THAT WERE NOT PROPERLY DISCLOSED TO THE AMSOUTH FUNDS' BOARD OR SHAREHOLDERS. THESE EVENTS WERE ALLEGED TO HAVE OCCURRED BETWEEN 1999-2004, WHICH WAS PRIOR TO MORGAN ASSET MANAGEMENT'S AFFILIATION WITH AMSOUTH ASSET MANAGEMENT INC. Status: Final Sanction Detail: RESPONDENTS AMSOUTH BANK AND AMSOUTH ASSET MANAGEMENT INC. WERE REQUIRED TO PAY: $7,789,232 IN DISGORGEMENT, $2,198,952.81 IN PREJUDGMENT INTEREST AND $1,500,000 IN CIVIL MONETARY PENALTY TO PIONEER FUNDS, WHICH ACQUIRED THE AMSOUTH FUNDS IN 2005, WITHIN 30 DAYS OF THE DATE OF THE ORDER. THE RESPONDENTS WERE ALSO REQUIRED TO CEASE AND DESIST COMMITTING FURTHER VIOLATIONS OF THE RELEVANT SECTIONS OF THE INVESTMENT ADVISERS ACT AND INVESTMENT COMPANY ACT. Summary: AMSOUTH BANK MERGED WITH REGIONS BANK IN 2006. AMSOUTH ASSET MANAGEMENT'S BUSINESS WAS ABSORBED INTO MORGAN ASSET MANAGEMENT AS OF THE END OF 2007, AND AMSOUTH ASSET MANAGEMENT'S REGISTRATION AS AN INVESTMENT ADVISER WAS WITHDRAWN IN JANUARY 2008.

Allegations: THE SECURITIES AND EXCHANGE COMMISSION ("SEC") ENTERED A SETTLEMENT ORDER FINDING THATREGIONS SECURITIES LLC ("REGIONS") FAILED TO (1) MAINTAIN AND PRESERVE OFF-CHANNEL COMMUNICATIONS RELATED TO REGIONS' BROKER-DEALER BUSINESS, IN WILLFUL VIOLATION OF SECTION17(A) OF THE SECURITIES EXCHANGE ACT OF 1934 ("EXCHANGE ACT") AND RULE 17A-4(B)(4) THEREUNDER;AND (2) REASONABLY SUPERVISE ITS EMPLOYEES WITH A VIEW TO PREVENTING OR DETECTING CERTAIN OF ITS EMPLOYEES' AIDING AND ABETTING VIOLATIONS OF SECTION 17(A) OF THE EXCHANGE ACT AND RULE17A-4(B)(4) THEREUNDER, WITHIN THE MEANING OF SECTION 15(B)(4)(E) OF THE EXCHANGE ACT. REGIONS SELF-REPORTED THE CONDUCT AT ISSUE IN THE SETTLEMENT ORDER. Status: Final Sanction Detail: REGIONS ADMITTED TO THE FACTS IN THE SETTLEMENT ORDER, ACKNOWLEDGED ITS CONDUCT VIOLATED THE FEDERAL SECURITIES LAWS, AND AGREED TO: (1) CEASE AND DESIST FROM COMMITTING ORCAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTION 17(A) OF THE EXCHANGE ACT AND RULE 17A-4(B)(4) THEREUNDER; (2) BE CENSURED; (3) PAY A CIVIL MONETARY PENALTY IN THE AMOUNT OF $750,000; AND (4) COMPLY WITH CERTAIN UNDERTAKINGS RELATED TO THE RETENTION OF ELECTRONIC COMMUNICATIONS. THE CIVIL MONETARY PENALTY WILL BE PAID IN ACCORDANCE WITH THETERMS OF THE SETTLEMENT ORDER. Summary: ON SEPTEMBER 24, 2024, THE SEC ENTERED INTO A SETTLEMENT ORDER WITH REGIONS TO SETTLE AN ADMINISTRATIVE ACTION FINDING THAT REGIONS FAILED TO (1) MAINTAIN AND PRESERVE OFF-CHANNELCOMMUNICATIONS RELATED TO REGIONS' BROKER-DEALER BUSINESS, IN WILLFUL VIOLATION OF SECTION17(A) OF THE EXCHANGE ACT AND RULE 17A-4(B)(4) THEREUNDER; AND (2) REASONABLY SUPERVISE ITS EMPLOYEES WITH A VIEW TO PREVENTING OR DETECTING CERTAIN OF ITS EMPLOYEES' AIDING AND ABETTING VIOLATIONS OF SECTION 17(A) OF THE EXCHANGE ACT AND RULE 17A-4(B)(4) THEREUNDER, WITHIN THE MEANING OF SECTION 15(B)(4)(E) OF THE EXCHANGE ACT. REGIONS SELF-REPORTED THE CONDUCT AT ISSUE IN THE SETTLEMENT ORDER. REGIONS ADMITTED TO THE FACTS IN THE SETTLEMENT ORDER, ACKNOWLEDGED ITS CONDUCT VIOLATED THE FEDERAL SECURITIES LAWS, AND AGREED TO: (1) CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF SECTION 17(A) OF THE EXCHANGE ACT AND RULE 17A-4(B)(4) THEREUNDER; (2) BE CENSURED; (3) PAY A CIVIL MONETARY PENALTY IN THE AMOUNT OF $750,000; AND (4) COMPLY WITH CERTAIN UNDERTAKINGS RELATED TO THE RETENTION OF ELECTRONIC COMMUNICATIONS. THE CIVIL MONETARY PENALTY WILL BE PAID IN ACCORDANCE WITH THE TERMS OF THE SETTLEMENT ORDER.