0001116679-08-001858 Sample Contracts

MORGAN KEEGAN SELECT FUND, INC. THREE WORLD FINANCIAL CENTER 200 VESEY STREET NEW YORK, NEW YORK 10281
Morgan Keegan Select Fund Inc • August 28th, 2008 • New York

This Agreement is made by and between Hyperion Brookfield Asset Management, Inc. (the "Adviser") and Morgan Keegan Select Fund, Inc. (the "Fund") on behalf of its three series: Regions Morgan Keegan Select Short Term Bond Fund (the "Short Term Portfolio"), Regions Morgan Keegan Select Intermediate Bond Fund (the "Intermediate Portfolio") and Regions Morgan Keegan Select High Income Fund (the "High Income Portfolio") (each, a "Portfolio" and together, the "Portfolios").

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