0000898432-04-001024 Sample Contracts

ADVISORY AGREEMENT between MORGAN KEEGAN SELECT FUND, INC. and MORGAN ASSET MANAGEMENT, INC.
Advisory Agreement • December 17th, 2004 • Morgan Keegan Select Fund Inc • Maryland
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MORGAN KEEGAN SELECT FUND, INC. 50 North Front Street Memphis, Tennessee 38103
Morgan Keegan Select Fund Inc • December 17th, 2004

Morgan Keegan Select Fund, Inc. (the "Fund"), a Maryland corporation, has entered into an Investment Advisory Agreement with you dated as of February __, 2005. Under the Investment Advisory Agreement, the Fund agrees to pay you an investment advisory fee (the "Advisory Fee") in connection with the Regions Morgan Keegan Select LEADER Short Term Bond Fund (the "Series"). In consideration of the Fund agreeing to enter into the Investment Advisory Agreement with you, you hereby agree to waive payment of a portion of the Advisory Fee equivalent to 0.20% of the Advisory Fee in connection with both Class A and Class I shares of the Series.

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