Exhibit (n)
AMENDED AND RESTATED
MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3
OF
MORGAN KEEGAN SELECT FUND, INC.
This Multiple Class Plan is adopted pursuant to Rule 18f-3 under the
Investment Company Act of 1940, as amended (the "1940 Act"), on behalf of Morgan
Keegan Intermediate Bond Fund ("Intermediate Bond"), Morgan Keegan High Income
Fund ("High Income"), Morgan Keegan Core Equity Fund ("Core Equity"), Morgan
Keegan Utility Fund ("Utility"), Morgan Keegan Select Financial Fund ("Financial
Fund") and Morgan Keegan Select Capital Growth Fund ("Capital Growth") (each a
"Portfolio"), and may be amended from time to time to add any series that may be
established in the future.
A. GENERAL DESCRIPTION OF CLASSES THAT ARE OFFERED:
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1. CLASS A SHARES. Class A shares of each Portfolio are offered with the
imposition of the initial sales charges set forth below:
Morgan Keegan Intermediate Bond Fund: 2.00% of purchase amount
(maximum)
Morgan Keegan High Income Fund: 2.50% of purchase amount (maximum)
Morgan Keegan Core Equity Fund: 3.00% of purchase amount (maximum)
Morgan Keegan Utility Fund: 3.00% of purchase amount (maximum)
Morgan Keegan Select Financial Fund: 4.75% of purchase amount
(maximum)
Morgan Keegan Select Capital Growth Fund: 3.50% of purchase
amount (maximum)
Class A shares of Intermediate Bond, High Income, Core Equity and Utility
are subject to an annual service fee of 0.25 % of the average daily net assets
of the Class A shares of Intermediate Bond, High Income, Core Equity and Utility
under a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act.
Class A shares of Intermediate Bond, High Income, Core Equity and Utility are
not subject to distribution fees.
Class A shares of the Financial Fund and Capital Growth are subject to an
annual distribution fee of 0.25% of the average daily net assets of the Class A
shares of Financial Fund and Capital Growth and a service fee of 0.25% of the
average daily net assets of the Class A shares under a plan of distribution
adopted pursuant to Rule 12b-1 under the 1940 Act.
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2. CLASS C SHARES. Class C shares of Intermediate Bond, High Income, Core
Equity, Utility and Capital Growth are offered without the imposition of an
initial sales charge but with the imposition of a 1.00% maximum contingent
deferred sales charge. Class C shares of Financial Fund are offered with an
initial sales charge of 1.50% and with a 1.00% maximum contingent deferred sales
charge.
Class C shares of the Intermediate Bond are subject to an annual
distribution fee of up to 0.35 % of its average daily net assets and an annual
service fee of 0.25 % of its average daily net assets under a plan of
distribution adopted pursuant to Rule 12b-1 under the 1940 Act.
Class C shares of the High Income are subject to an annual distribution
fee of up to 0.50 % of its average daily net assets and an annual service fee of
0.25 % of its average daily net assets under a plan of distribution adopted
pursuant to Rule 12b-1 under the 1940 Act.
Class C shares of Core Equity, Utility and Financial Fund are subject to
an annual distribution fee of up to 0.50% of its average daily net assets and an
annual service fee of 0.50% of its average daily net assets under a plan of
distribution adopted pursuant to Rule 12b-1 under the 1940 Act.
Class C shares of Capital Growth are subject to an annual distribution fee
of up to 0.50% of its average daily net assets and an annual service fee of
0.50%% of its average daily net assets under a plan of distribution adopted
pursuant to Rule 12b-1 under the 1940 Act.
3. CLASS I SHARES. Class I shares of each Portfolio are offered and
sold without imposition of an initial sales charge, contingent deferred sales
charge, service fee and distribution fee.
B. EXPENSE ALLOCATION OF EACH CLASS
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Certain expenses may be attributable to a particular Class of shares of a
Portfolio ("Class Expenses"). Class Expenses are charged directly to the net
assets of the particular Class and, thus, are borne on a pro rata basis by the
outstanding shares of that Class.
In addition to the distribution and service fees described above, each
Class may, by action of the Board of Directors or its delegate, also pay a
different amount of the following expenses:
(1) legal, printing and postage expenses related to preparing and
distributing to current shareholders of a specific Class
materials such as shareholder reports, prospectuses, and
proxies;
(2) Blue Sky fees incurred by a specific Class;
(3) SEC registration fees incurred by a specific Class;
(4) expenses of administrative personnel and services required
to support the shareholders of a specific Class;
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(5) Directors' fees incurred as a result of issues relating
to a specific Class;
(6) litigation expenses or other legal expenses relating to
a specific Class;
(7) transfer agent fees and shareholder servicing expenses
identified as being attributable to a specific Class; and
(8) such other expenses actually incurred in a different amount
by a Class or related to a Class' receipt of services of a
different kind or to a different degree than another Class.
C. EXCHANGE PRIVILEGES:
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The Class A, C and I shares of each Portfolio may be exchanged for shares
of any other Portfolio in Morgan Keegan Select Fund, Inc. The new Portfolio
shares will be the same class as the shares being exchanged.
These exchange privileges may be modified or terminated by the Fund in
certain instances, and exchanges may be made only into funds that are legally
available for sale in the investor's state of residence.
D. CLASS DESIGNATION:
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Subject to approval by the Board of Directors, the Fund may alter the
nomenclature for the designations of one or more of its Classes of shares.
E. ADDITIONAL INFORMATION:
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This Multiple Class Plan is qualified by and subject to the terms of the
Prospectus; provided, however, that none of the terms set forth in the
Prospectus shall be inconsistent with the terms of the Classes contained in this
Plan. The Prospectus contains additional information about the Classes and the
Fund's multiple-class structure.
F. DATE OF EFFECTIVENESS:
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This Multiple Class Plan is effective on August 21, 2000, provided that
this Plan shall not become effective with respect to any Portfolio unless such
action has first been approved by the vote of a majority of the Board of
Directors of the Fund and by vote of a majority of those directors who are not
interested persons of the Fund.
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