EXHIBIT (a) (4)
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
MORGAN KEEGAN SELECT FUND, INC.
Morgan Keegan Select Fund, Inc., a corporation organized and existing
under the Corporations and Associations Law of the State of Maryland
("Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that:
FIRST: Pursuant to an Unanimous Written Consent of the Board of Directors
("Directors") of the Corporation dated August 16, 2000, the Directors voted to
establish and designate one (1) new series of capital stock of the Corporation
to be known as the "Morgan Keegan Select Capital Growth Fund" (the "Fund"), to
be considered for all purposes under the Articles of Incorporation of the
Corporation ("Articles") as a "Series" and to have all the rights and privileges
of a Series specified in said Articles.
Prior to this amendment, the total number of shares of capital
stock that the Corporation had the authority to issue was two billion
(2,000,000,000) shares, with a par value of one tenth of one cent ($.001) per
share, for an aggregate par value of Two Million Dollars ($2,000,000.00).
Pursuant to powers granted to the Board of Directors in Article Sixth of the
Articles of Incorporation, the Board of Directors established and classified
five (5) Series of shares of capital stock, comprising One Billion Five Hundred
Million (1,500,000,000) shares in the aggregate, each to be known as: (1) Morgan
Keegan Intermediate Bond Fund, (2) Morgan Keegan High Income Fund, (3) Morgan
Keegan Core Equity Fund, (4) Morgan Keegan Utility Fund, and (5) Morgan Keegan
Select Financial Fund. Of these One Billion Five Hundred Million (1,500,000,000)
shares, 100,000,000 shares were established and classified as shares of Morgan
Keegan Intermediate Bond Fund, Class A; 100,000,000 shares were established and
classified as shares of Morgan Keegan Intermediate Bond Fund, Class C;
100,000,000 shares were established and classified as shares of Morgan Keegan
Intermediate Bond Fund, Class I; 100,000,000 shares were established and
classified as shares of Morgan Keegan High Income Fund, Class A; 100,000,000
shares were established and classified as shares of Morgan Keegan High Income
Fund, Class C; 100,000,000 shares were established and classified as shares of
Morgan Keegan High Income Fund, Class I; 100,000,000 shares were established and
classified as Morgan Keegan Core Equity Fund, Class A; 100,000,000 shares were
established and classified as Morgan Keegan Core Equity Fund, Class C;
100,000,000 shares were established and classified as Morgan Keegan Core Equity
Fund, Class I; 100,000,000 shares were established and classified as Morgan
Keegan Utility Fund, Class A; 100,000,000 shares were established and classified
as Morgan Keegan Utility Fund, Class C; 100,000,000 shares were established and
classified as Morgan Keegan Utility Fund, Class I; 100,000,000 shares were
established and classified as Morgan Keegan Select Financial Fund, Class A;
100,000,000 shares were established and classified as Morgan Keegan Select
Financial Fund, Class C; and 100,000,000 shares were established and classified
as Morgan Keegan Select Financial Fund, Class I.
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SECOND: A description of each class of shares, including the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption is as outlined
in the Articles of the Corporation and has not been changed by Amendment.
THIRD: The Corporation is a registered open-end management investment
company under the Investment Company Act of 1940, as amended.
FOURTH: Paragraph Four of Article Sixth of the Articles of Incorporation
of the Corporation is hereby amended to read as follows:
Without limiting the authority of the Board of Directors set forth herein
to establish and designate any further Series or Classes, and to classify
and reclassify any unissued Shares, there is hereby established and
classified the following six (6) Series of shares of capital stock,
comprising One Billion Eight Hundred Million (1,800,000,000) shares in the
aggregate, each to be known as: (1) Morgan Keegan Intermediate Bond Fund,
(2) Morgan Keegan High Income Fund, (3) Morgan Keegan Core Equity Fund,
(4) Morgan Keegan Utility Fund, (5) Morgan Keegan Select Financial Fund
and Morgan Keegan Select Capital Growth Fund. Of these One Billion Eight
Hundred Million (1,800,000,000) shares, 100,000,000 shares are hereby
established and classified as shares of Morgan Keegan Intermediate Bond
Fund, Class A; 100,000,000 shares are hereby established and classified as
shares of Morgan Keegan Intermediate Bond Fund, Class C; 100,000,000
shares are hereby established and classified as shares of Morgan Keegan
Intermediate Bond Fund, Class I; 100,000,000 shares are hereby established
and classified as shares of Morgan Keegan High Income Fund, Class A;
100,000,000 shares are hereby established and classified as shares of
Morgan Keegan High Income Fund, Class C; 100,000,000 shares are hereby
established and classified as shares of Morgan Keegan High Income Fund,
Class I; 100,000,000 shares are hereby established and classified as
Morgan Keegan Core Equity Fund, Class A; 100,000,000 shares are hereby
established and classified as Morgan Keegan Core Equity Fund, Class C;
100,000,000 shares are hereby established and classified as Morgan Keegan
Core Equity Fund, Class I; 100,000,000 shares are hereby established and
classified as Morgan Keegan Utility Fund, Class A; 100,000,000 shares are
hereby established and classified as Morgan Keegan Utility Fund, Class C;
100,000,000 shares are hereby established and classified as Morgan Keegan
Utility Fund, Class I; 100,000,000 shares are hereby established and
classified as Morgan Keegan Select Financial Fund, Class A; 100,000,000
shares are hereby established and classified as Morgan Keegan Select
Financial Fund, Class C; 100,000,000 shares are hereby established and
classified as Morgan Keegan Select Financial Fund, Class I; 100,000,000
shares are hereby established and classified as Morgan Keegan Select
Capital Growth Fund, Class A; 100,000,000 shares are hereby established
and classified as Morgan Keegan Select Capital Growth Fund, Class C and
100,000,000 shares are hereby established and classified as Morgan Keegan
Select Capital Growth Fund, Class I.
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The foregoing amendment was duly adopted in accordance with the
requirements of Section 2-408 of the Corporations and Associations Law of the
State of Maryland.
IN WITNESS WHEREOF, Morgan Keegan Select Fund, Inc. has caused these
presents to be signed in its name on its behalf by the President of the
Corporation and attested to by the Corporation's Secretary on this 21st day of
August, 2000, and further verifies under oath that, to the best of his
knowledge, information and belief, the matters and facts set forth herein are
true in all materials respects, under penalties of perjury.
MORGAN KEEGAN SELECT FUND, INC.
By: /s/ Allen B. Morgan, Jr.
-----------------------------------
Allen B. Morgan, Jr.
President
ATTEST:
/s/ Charles D. Maxwell
-----------------------------
Charles D. Maxwell
Secretary
