0000898432-04-000882 Sample Contracts

MORGAN KEEGAN SERIES FUND, INC. 50 North Front Street Memphis, Tennessee 38103
Agreement • October 28th, 2004 • Morgan Keegan Select Fund Inc

This Agreement is made by and between Morgan Keegan Series Fund, Inc. (the "Fund") and Morgan Asset Management, Inc. (the "Adviser") on behalf of the Fund's two distinct series of common stock, Morgan Keegan Intermediate Bond Fund ("Intermediate Portfolio") and Morgan Keegan High Income Fund ("High Income Portfolio") (each a "Portfolio").

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