Morgan Keegan Select Fund Inc Sample Contracts

EXHIBIT A --------- THIS EXHIBIT A, dated as of October 29, 2005, is Exhibit A to that certain Amended and Restated Transfer Agency and Service Agreement between Morgan Keegan & Company, Inc. and Morgan Keegan Select Fund, Inc.
Transfer Agency and Service Agreement • August 31st, 2006 • Morgan Keegan Select Fund Inc

THIS EXHIBIT A, dated as of October 29, 2005, is Exhibit A to that certain Amended and Restated Transfer Agency and Service Agreement between Morgan Keegan & Company, Inc. and Morgan Keegan Select Fund, Inc.

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INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 6th, 2000 • Morgan Keegan Select Fund Inc • Ohio
MORGAN KEEGAN SELECT FUND, INC. THREE WORLD FINANCIAL CENTER 200 VESEY STREET NEW YORK, NEW YORK 10281
Advisory Agreement • August 28th, 2008 • Morgan Keegan Select Fund Inc • 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").

FORM OF SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 25th, 2000 • Morgan Keegan Select Fund Inc • Maryland
AMENDED INVESTMENT SUBADVISORY AGREEMENT
Investment Subadvisory Agreement • November 7th, 2000 • Morgan Keegan Select Fund Inc • Ohio
MORGAN KEEGAN SELECT FUND, INC. 50 North Front Street Memphis, Tennessee 38103
Expense Limitation Agreement • October 29th, 2007 • Morgan Keegan Select Fund Inc • Maryland

This Agreement is made by and between Morgan Keegan Select Fund, Inc. (the "Fund") and Morgan Asset Management, Inc. (the "Adviser") on behalf of Regions Morgan Keegan Select Short Term Bond Fund (the "Portfolio"), a distinct series of the Fund.

ARTICLE I DEFINITIONS
Custody Agreement • June 6th, 2000 • Morgan Keegan Select Fund Inc • Ohio
MORGAN KEEGAN SELECT FUND, INC. AND MUTUAL FUNDS SERVICE CO.
Accounting Services Agreement • November 7th, 2000 • Morgan Keegan Select Fund Inc • Maryland
INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENT between MORGAN KEEGAN SELECT FUND, INC. and MORGAN ASSET MANAGEMENT, INC.
Investment Advisory and Administration Agreement • October 26th, 2001 • Morgan Keegan Select Fund Inc • Maryland
ARTICLE I DEFINITIONS
Custody Agreement • June 6th, 2000 • Morgan Keegan Select Fund Inc • Ohio
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AMENDED EXHIBIT A THIS AMENDED EXHIBIT A, dated as of August 19, 2002, is Exhibit A to that certain Amended and Restated Transfer Agency and Service Agreement between Morgan Keegan & Company, Inc. and Morgan Keegan Select Fund, Inc. dated August 21, 2000
Transfer Agency and Service Agreement • October 28th, 2002 • Morgan Keegan Select Fund Inc

THIS AMENDED EXHIBIT A, dated as of August 19, 2002, is Exhibit A to that certain Amended and Restated Transfer Agency and Service Agreement between Morgan Keegan & Company, Inc. and Morgan Keegan Select Fund, Inc. dated August 21, 2000

MORGAN KEEGAN SELECT FUND, INC. 50 North Front Street Memphis, Tennessee 38103
Investment Advisory Agreement • December 17th, 2004 • Morgan Keegan Select Fund Inc

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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