MORGAN KEEGAN SELECT FUND, INC.
                              50 North Front Street
                            Memphis, Tennessee 38103




February __, 2005

Morgan Asset Management, Inc.
417 North 20th Street
Birmingham, Alabama  35203

Dear Ladies and Gentlemen:

     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.

     You agree that the Fund will not be required to reimburse you for amounts
waived pursuant to this Agreement. The Fund agrees to furnish or otherwise make
available to you such copies of its financial statements, reports, and other
information relating to its business and affairs as you may, at any time or from
time to time, reasonably request in connection with this Agreement.

     This Agreement is made and to be performed principally in the State of
Tennessee, and except insofar as the Investment Company Act of 1940, as amended,
or other federal laws and regulations may be controlling, this Agreement shall
be governed by, and construed and enforced in accordance with, the internal laws
of the State of Tennessee. Any amendment to this Agreement shall be in writing
signed by the parties hereto.




     If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart hereof and return the same to us.

                                            Very truly yours,

                                            MORGAN KEEGAN SELECT FUND, INC.



                                            By:    _____________________________
                                            Title: President


The foregoing agreement is hereby
accepted as of  February __, 2005

MORGAN ASSET MANAGEMENT, INC.


By:    _____________________________
Title: President