Mississippi Secretary of State Securities and Charities Division



 Exhibit 10.5 
 The Mississippi Secretary of State Securities and Charities Division 
  

					
	 In the matter of
	  	)	  	
		  	)	  	Administrative Proceeding
	 MORGAN ASSET MANAGEMENT, INC.,
	  	)	  	File No. S-08-0050
	 a wholly owned subsidiary of MK Holding,
	  	)	  	
	 Inc., a wholly owned subsidiary of Regions
	  	)	  	ADMINISTRATIVE CONSENT ORDER
	 Financial Corporation;
	  	)	  	
		  	)	  	
	 MORGAN KEEGAN & COMPANY, INC.,
	  	)	  	
	 a wholly owned subsidiary of Regions
	  	)	  	
	 Financial Corporation,
	  	)	  	
		  	)	  	
	 JAMES C. KELSOE, JR.
	  	)	  	
			
	
Respondents.            
	  		  	

 WHEREAS, Morgan Keegan & Company, Inc. (“MKC”) is a
broker-dealer in the state of Mississippi; and 
 WHEREAS, Morgan Asset Management, Inc. (“MAM”) is an
affiliate of MKC and notice-filed as an investment adviser in the state of Mississippi; and 
 WHEREAS, James C.
Kelsoe, Jr. (hereinafter, sometimes referred to as “Kelsoe” or the “Individual Respondent”) was, at relevant times, employed by MAM and registered through MKC,; and 

WHEREAS, coordinated investigations into the activities of MKC, MAM, and Kelsoe, in connection with certain violations of
the Mississippi Securities Act, Mississippi Code §75-71-101, et. seq. and the rules promulgated thereunder (“Act”) and certain business practices, have been conducted by a multistate task force (“Task Force”) and an
additional investigation has been conducted by the United States Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority (FINRA) (collectively, the “Regulators”); and 







 WHEREAS, MKC and MAM have cooperated with the Task Force conducting the
investigations by responding to inquiries, providing documentary evidence and other materials, and providing Regulators with access to facts relating to the investigations; and 

WHEREAS, MKC, MAM, and the Individual Respondent have advised the Regulators of their agreement to resolve the
investigations; and 
 WHEREAS, MKC, MAM, and the Individual Respondent elect to permanently waive any right to
a hearing and appeal under the Act, with respect to this Administrative Consent Order (the “Consent Order”); and 
 WHEREAS, MKC, MAM, and the Individual Respondent admit the jurisdictional allegations herein, and MKC and MAM admit to the allegations in paragraphs 39 to 41 of Section II, relating to the maintenance of
books and records, but MAM, MKC, and Kelsoe (“Respondents”) otherwise neither admit nor deny any of the findings of fact, allegations, assertions or conclusions of law that have been made herein in this proceeding; 

NOW, THEREFORE, the Securities and Charities Division of the Mississippi Secretary of State (“Division”), as
administrator of the Act, hereby enters this Consent Order: 
 RESPONDENTS AND PERSONS/ENTITIES AFFILIATED WITH THE

 RESPONDENTS 
 1. Respondent Morgan Keegan & Company, Inc. (“MKC”) (CRD No. 4161), a Tennessee corporation, is a registered broker-dealer with the Division and the SEC, as well as a
federally registered investment adviser with the SEC. At all relevant times MKC was properly registered and notice filed with the Division. MKC is a wholly owned subsidiary of Regions Financial Corporation (“RFC”) which is headquartered in
Birmingham, Alabama. MKC’s primary business address is 50 Front Street, Morgan Keegan Tower, Memphis, Tennessee 38103-9980. 

  
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 2. Respondent Morgan Asset Management, Inc.
(“MAM”), a Tennessee corporation, is a federally registered investment adviser with the SEC (CRD No. 111715) and at all relevant times was properly notice filed with the Division. MAM is a wholly owned subsidiary of MK Holding, Inc.,
a wholly owned subsidiary of RFC. MAM is headquartered in Alabama with a principal business address of 1901
6th Avenue North, 4th Floor, Birmingham, Alabama 35203. 

3. Wealth Management Services (“WMS”), a division of MKC, developed, recommended, and implemented asset
allocation strategies for MKC and was to perform due diligence on traditional and alternative funds and fund managers for the benefit of MKC, its Financial Advisers (alternatively referred to as “FAs”, “sales force” or
“agents”), and certain investor clients. 
 4. James C. Kelsoe, Jr. (“Kelsoe”) (CRD
No. 2166416) was Senior Portfolio Manager of the Funds, as defined in paragraph II.5 below, and was responsible for selecting and purchasing the holdings for the Funds. Kelsoe was an employee of MAM and registered through MKC. 

II. 

FINDINGS OF FACT 
 5. The seven (7) funds at issue are Regions Morgan Keegan Select Intermediate Bond Fund (“Intermediate Bond Fund”), Regions Morgan Keegan Select High Income Fund (“Select High Income
Fund”), Regions Morgan Keegan Advantage Income Fund (“Advantage Income Fund”), Regions Morgan Keegan High Income Fund (“High Income Fund”), Regions Morgan Keegan Multi-Sector High Income Fund (“Multi-Sector High Income
Fund”), Regions Morgan Keegan Strategic Income Fund (“Strategic Income Fund”), and Regions Morgan Keegan Select Short Term Bond Fund (“Short Term Bond Fund”) (collectively, the “Funds”). 

  
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 6. Six (6) of the seven (7) Funds were largely
invested in mezzanine and lower subordinated “tranches,” or slices, of structured debt instruments, which carry more risk than the senior tranches.1 The Funds were comprised of many of the same holdings. On June 30, 2007, approximately two-thirds (2/3) of
the holdings of the four (4) closed-end funds and the Select High Income Fund were substantially identical. Approximately one quarter (1/4) of the Intermediate Bond Fund’s holdings corresponded to the holdings of the five
(5) high yield Funds. The Funds were highly correlated, meaning they behaved like each other under similar market conditions. The combination of subordinated tranche holdings and the high correlation of the Funds caused investors owning more
than one (1) of these funds to have a heightened risk of over concentration. 
 7. The Funds were created
and managed by Kelsoe, MAM Senior portfolio manager. Kelsoe was also principally responsible for the purchase and sale of all of the holdings in the Funds. 
 8. When WMS ceased reporting and dropped its coverage of the Intermediate Bond Fund and Select High Income Fund in July 2007, it failed to announce the drop in coverage in writing until November, 2007.
WMS did not publish a withdrawal of its prior analysis or recommend the Funds’ replacement. 
 9. On
January 19, 2007, WMS announced it was reclassifying the Intermediate Bond Fund on the Select List from “Fixed Income” to “Non-Traditional Fixed Income.” Meanwhile, WMS profiles for the Intermediate Bond Fund continued to
label it as the “Intermediate Gov’t/Corp Bond.” 
  

	1 	 The seventh, the Short Term Bond Fund, had significant investments in mezzanine and subordinated tranches of structured debt instruments.




  
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 10. Certain of the Funds’ disclosures did not adequately disclose the
risks of subordinated tranches and the quantity of subordinated tranches held within the Funds: 

a. MAM produced quarterly glossies for all seven (7) Funds. In the glossies, MAM did not adequately
describe the risks of owning the lower tranches of structured debt instruments or the quantity of such holdings within the Funds. 
 b. MKC, through WMS, produced quarterly Fund Profiles for the Intermediate Bond Fund, the Select High Income Fund, and the Short Term Bond Fund that did not adequately describe the risks of owning the
lower tranches of structured debt instruments or the quantity of such holdings within the Funds. 
 11. In SEC
filings and state notice filings of March and June 2007 involving the Funds, Four Hundred Million Dollars ($400,000,000.00) of what MAM characterized as corporate bonds and preferred stocks were, in fact, the lower, subordinated tranches of
asset-backed structured debt instruments. MAM eventually reclassified certain of these structured debt instruments in the March 2008 Form N-Q Holdings Report for the three (3) open-end funds. 

12. In SEC filings, MAM compared the four (4) closed-end funds and the Select High Income Fund (collectively the
“RMK high-yield funds”), which contained approximately two-thirds (2/3) structured debt instruments, to the Lehman Brothers U.S. High Yield Index (“Lehman Ba Index”). The Lehman Ba Index is not directly comparable to the RMK
high-yield funds given the fact that the Lehman Ba Index contained only corporate bonds and no structured debt instruments. 
 13. Certain marketing materials and reports minimized the risks and volatility associated with investing in funds largely comprised of structured debt instruments. In the June 30, 2007 glossy, and in
previous quarterly glossies created by MAM, MAM and MKC marketed 

  
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the Intermediate Bond Fund as a fund appropriate for “Capital Preservation & Income.” MAM later revised the Intermediate Bond Fund glossy in September 2007 by removing the
caption “Capital Preservation & Income” and replacing it with “Income & Growth,” and by removing the word “stability,” which had previously been used to describe the fund. 

14. The Intermediate Bond Fund glossies dated June 30, 2007, and September 30, 2007, stated that the
Intermediate Bond Fund “...does not invest in speculative derivatives.” However, the Intermediate Bond Fund did use derivatives, including interest-only strips, and collateralized debt obligations (CDOs), which are derived from the
mezzanine and lower tranches of other debt securities. 
 15. Respondent MKC through WMS labeled the
Intermediate Bond Fund with varying names. None of the three labels — “Taxable Fixed Income”, “Enhanced Low-Correlation” and “Intermediate Gov’t/Corp Bond” —used by MKC adequately portrayed the nature of
the Intermediate Bond Fund, of which approximately two-thirds (2/3) of the portfolio was invested in the mezzanine or lower subordinated tranches of structured debt instruments. The label “Gov’t/Corp Bond,” which first appeared
on the December 31, 2006 profile sheet, was never changed after that date. 
 A. SUPERVISION AND SUPERVISORY DUE
DILIGENCE 
 16. During the period January 1, 2007 through July 31, 2007, preceding the
collapse of the subprime market, MAM made 262 downward price adjustments for the purpose of adjusting the net asset value (“NAV”) of the Funds. Certain of these downward adjustments were not necessarily reflective of the portfolio
securities’ actual fair value. In some instances, MAM’s communications led MKC, through its sales force, to actively discourage investors from selling the Funds—even while fund prices continued to decline — by advising investors
to “hold 

  
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the course.” Some members of MKC, MAM, and their management personnel continued during this period to advise FAs and investors to buy the Funds through, inter alia, statements that
characterized the decline as “a buying opportunity.” 
 17. MKC and MAM failed to adequately supervise
the flow of information to the MKC sales force concerning the Funds. For example, in conference calls with the sales force, the portfolio manager for the Funds cited sub-prime fears and liquidity as the primary factors for a decline in the net asset
value of the Funds without fully explaining the market impact on certain securities held by the Funds. 
 18.
WMS did not complete a thorough annual due diligence report of the open-end funds and the management of the open-end funds in 2007. A fixed income analyst for WMS, attempted to complete an annual due diligence review of the open-end funds and the
management of the open-end funds in the summer of 2007, but was unsuccessful due to Kelsoe’s and MAM’s failure to provide sufficient information and Kelsoe’s failure to be available for a meeting during normal operating hours.
Subsequently, WMS failed to notify the MKC sales force of WMS’s failure to complete the annual on-site due diligence review. An incomplete draft of WMS’s annual due diligence report for internal use only was submitted by the WMS analyst,
but it was neither completed nor released to the sales force. 
 19. On July 31, 2007, WMS dropped coverage
of all proprietary products, which included the funds for which WMS could not produce a thorough report. This fact was not disclosed in writing to the sales force until November 2007. 

20. Based on WMS’s one (1) page, one (1) paragraph report of the August 18, 2006 on-site due
diligence review, the due diligence visits by the WMS fixed income analysts were not “detailed, thorough, and exhaustive,” as advertised by MKC. There are two (2) WMS 

  
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profiles of the Intermediate Bond Fund dated September 30, 2006. The sections titled “investment philosophy” in the profile sheets contain substantial differences. Previous and
subsequent quarterly profiles do not refer to any of the holdings as “inferior tranches.” Neither do they mention potential lack of demand and lack of liquidity. Further, they include the statement that “The fund does not use
derivatives or leverage.” 
 21. WMS’s changing of the Intermediate Bond Fund profile label indicated
WMS’s inability and lack of supervision in the creation of these marketing pieces to accurately categorize the Intermediate Bond Fund. Within one (1) quarter, WMS identified the Intermediate Bond Fund three (3) different ways:

 September 30, 2006 - Taxable Fixed Income 

September 30, 2006 - Enhanced Low Correlations Fixed Income 

December 31, 2006 - Intermediate Gov’t/Corp Bond 

22. The “Gov’t/Corp Bond” label implied that the Intermediate Bond Fund holdings were predominately
government and corporate bonds carrying a certain degree of safety. This improper labeling indicates a failure to conduct proper due diligence, a duty of MKC. 
 23. In addition, all profiles for the Intermediate Bond Fund from March 31, 2006, through June 30, 2007, stated that Kelsoe was joined by Rip Mecherle (“Mecherle”) as assistant
portfolio manager. Mecherle left MAM in 2004. The failure to detect the errors in promotional materials relating to management does not reflect the “detailed, thorough, and exhaustive due diligence” claimed by MKC in its sales and
promotional material distributed to investors. 
 B. SUITABILITY OF RECOMMENDATIONS 

24. Respondent MAM indicated that risks and volatility were minimized in the Intermediate Bond Fund portfolio. In the
June 30, 2007 glossy, and previous quarterly glossies created by MAM, Respondents marketed the Intermediate Bond Fund’s broad diversification of asset classes three (3) times on the first page of each of the glossies, when in fact,
approximately 

  
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two-thirds (2/3) of the Intermediate Bond Fund portfolio was composed of structured debt instruments which included risky assets. The four (4) closed-end funds also advertised
diversification among asset classes, despite the similarities in asset classes as set forth in Section C below. 

25. Furthermore, the glossies emphasized the Select High Income Fund’s net asset value as being less volatile than
typical high-yield funds. The glossies failed to state that a reason for any lower volatility was that the structured debt instruments within the Select High Income Fund were not actively traded, and that the daily fair value adjustments of certain
holdings were imprecise in a market that became illiquid. 
 26. In certain cases, MKC and its sales force
failed to obtain adequate suitability information regarding risk tolerance that was necessary to determine suitability for using the Funds for regular brokerage account customers. New account forms for regular brokerage accounts provided a menu of
four (4) investment objectives to choose from: Growth, Income, Speculation, and Tax-Advantaged. Risk tolerance was not addressed by the form, was not noted by the sales force whose records were examined during the investigation, and may not
have been taken into consideration when the sales force made its recommendations. 
 27. In at least one
instance, an agent of MKC provided a customer with a self-made chart assuming the hypothetical growth of One Hundred Thousand Dollars ($100,000.00) over five (5) years, and comparing the rate of return on CDs to the return on the Intermediate
Bond Fund. The chart failed to address any risks of investing in the fund, save the caption “Not FDIC Insured.” 

  
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 C. ADVERTISEMENTS BY RESPONDENTS 

28. Marketing glossies prepared by MAM for the Intermediate Bond Fund and Select High Income Fund contained allocation pie
charts dividing the categories of holdings by percentages of the total portfolio. Between June 2004 and March 2005, the pie charts for both funds changed significantly: MAM divided the category originally titled “asset-backed securities”
into multiple categories. These changes indicated that the holdings of these Funds were more diversified than they actually were because the majority of the portfolios continued to be invested in asset-backed securities. Further, in the glossies,
MAM did not adequately describe the risks of owning the lower tranches of structured debt instruments or the quantity of such holdings. 
  

	 	a.	 In the Intermediate Bond Fund glossy dated June 30, 2004, the Asset-Backed Securities (ABS) and Commercial Mortgage Backed Securities (CMBS)
are listed under a single heading comprising seventy percent (70%) of the portfolio. 


  

	 	b.	 In the Intermediate Bond Fund glossy dated December 31, 2004, the pie chart was revised and the ABS and CMBS are shown as separate categories,
but together still comprise seventy-six percent (76%) of the portfolio. 


  

	 	c.	 The Intermediate Bond Fund glossies dated March 31, 2005, show the ABS category further split into six (6) categories that, together with
CMBS, comprised seventy-seven percent (77%) of the portfolio. Those six (6) categories were: “Manufactured Housing Loans,” “Home Equity Loans,” “Franchise Loans,” “Collateralized Debt Obligations,”




  
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“Collateralized Equipment Leases,” and “Other.” Subsequent glossies continue to show the ABS split into six (6) categories. 



 

	 	d.	 In the Select High Income Fund glossy dated June 30, 2004, the Asset Backed Securities (ABS) and Commercial Mortgage Backed Securities (CMBS)
are listed under a single heading comprising sixty percent (60%) of the portfolio. 


  

	 	e.	 In the Select High Income Fund glossy dated December 31, 2004, the pie chart was revised and the ABS and CMBS are shown as separate categories,
but together still comprise fifty-nine percent (59%) of the portfolio. 


  

	 	f.	 The Select High Income Fund glossy dated March 31, 2005, shows the ABS category further split into six (6) categories which, together with
CMBS, comprised sixty-four (64%) of the portfolio. Those six (6) categories were: “Collateralized Debt Obligations,” “Manufactured Housing Loans,” “Collateralized Equipment Leases,” “Franchise
Loans,” “Home Equity Loans,” and “Other.” Subsequent glossies continue to show the ABS split into six (6) categories. 



29. The pie charts in the glossies for the High Income Fund were also changed in a similar manner between June 2004 and
March 2005. 
 30. Similar changes were also made to pie charts in glossies for the Advantage Income Fund and
the Strategic Income Fund between December 2004 and March 2005. 

  
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 31. Respondent MKC used different index comparisons in the Select High
Income Fund “Profile” sheets produced by WMS. These profile sheets compared the Select High Income Fund to the Credit Suisse First Boston High Yield Index, as well as the Merrill Lynch US High Yield Cash BB Index. These two indices only
contain corporate bonds and no structured debt instruments. The Select High Income Fund contained substantially different risks than the portfolios within either of the two indices, and therefore these benchmarks were not directly comparable.

 D. REQUIRED EXAMINATIONS OF CUSTOMER ACCOUNTS TO DETECT AND PREVENT IRREGULARITIES OR ABUSES 

32. While the models for WMS managed accounts limited the use of the Intermediate Bond Fund to certain percentages,
usually no more than fifteen percent (15%) of any client’s portfolio, there was no such limitation for non-managed accounts. Additionally, no guidance was provided to the FAs regarding limiting concentrations of the Intermediate Bond Fund
in non-managed accounts. As a result, certain customer accounts contained in excess of a twenty percent (20%) concentration of the Intermediate Bond Fund. 
 33. The four closed-end funds, the Select High Income Fund and the Intermediate Bond Fund were all highly correlated. However, none of the FAs interviewed by the Task Force indicated that MKC provided
specific guidance regarding limiting concentrations of combinations of the Funds in non-managed accounts. 
 34.
Up until six (6) months before the collapse of the fund, WMS classified the Intermediate Bond Fund as “Core Plus” in the Fixed Income section of the Select List. At that time it was reclassified as “Alternative Fixed Income”
in the Non-Traditional section of the Select List. Yet MKC’s concentration for many of its non-WMS managed accounts continued to 

  
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be above twenty percent (20%) which could indicate its use as a core holding. An e-mail chain from Gary S. Stringer of WMS states as follows: 

From: Stringer Gary [Gary.Stringer@morgankeegan.com]  

Sent: Tuesday, May 15, 2007 4:10 PM  
 To: Hennek, Roderick  
 Subject: Re: RMK Intermediate Bond
Fund 
 Rod, 
 I did notice that you didn’t cc anyone on your email, and I appreciate that. We’ve always had good, candid conversation. 
 You have a good point in that we have some low correlation equity strategies on the Traditional side. What worries me about this bond fund is the tracking error and the potential risks associated with all
that asset-backed exposure. Mr & Mrs Jones don’t expect that kind of risk from their bond funds. The bond exposure is not supposed to be where you take risks. I’d bet that most of the people who hold that fund have no idea
what’s it’s actually invested in. I’m just as sure that most of our FAs have no idea what’s in that fund either. They think the return are great because the PM is so smart. He definitely is smart, but it’s the same
as thinking your small cap manager is a hero because he beat the S&P for the last 5 years. 
 If people are using RMK
as their core, or only bond fund, I think it’s only a matter of time before we have some very unhappy investors. 
 (Emphasis
added.). 
 Certain MKC brokers and branch managers interviewed during the investigation stated that they received limited or no
guidance as to appropriate concentrations of the Funds to use within clients’ accounts. 
 E. REQUIREMENT TO CONDUCT
AN ADEQUATE AND THOROUGH CORRESPONDENCE REVIEW 
 35. An agent of MKC provided one known customer with a
self-made chart assuming the hypothetical growth of One Hundred Thousand Dollars ($100,000.00) over five (5) years, and comparing the rate of return on CDs to the return on the Intermediate Bond Fund. The chart failed to address any risks of
investing in the fund, save the caption “Not FDIC Insured.” 
 36. The MKC agent referred to in the
preceding paragraph created a sales illustration in which he compared the returns for the Intermediate Bond Fund to the returns for traditional bank CDs. The agent used the illustration in order to market the Intermediate Bond Fund to bank


  
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customers. The agent stated that he created the illustration and that the illustration was not reviewed or approved by appropriate supervisory personnel of MKC. The chart fails to address any
risks of investing in the Intermediate Bond Fund, save the caption “Not FDIC Insured.” 
 F. SUPERVISION

 37. Carter Anthony, President of MAM from 2001 until the end of 2006, has testified under oath that he
conducted performance reviews of all MAM mutual fund managers that included reviews of their portfolios and trading. However, he testified that he did not conduct the same supervisory review and oversight of Kelsoe and the Funds because he was
instructed to “leave Kelsoe alone.” MAM denies that any such instruction was given. 
 38. In December
2001, Kelsoe signed a new account form as branch manager, when he, in fact, was never a branch manager nor held any supervisory/compliance licenses. Proper supervision of Kelsoe’s activities would have detected such an unauthorized action on
his part. 
 G. MAINTENANCE OF REQUIRED BOOKS AND RECORDS 

39. MAM’s Fund Management fundamental and qualitative research was touted in marketing and research material.

 40. MAM, through its Portfolio Managers, selected securities for investments by the Funds’ portfolios.
MAM was consulted regarding the fair valuation of certain securities held by the portfolios. Adequate documentation was not retained as to pricing adjustments recommended by MAM to be made to certain of the securities. 

41. WMS performed annual due diligence reviews of certain of the Funds and Fund management (MAM and Kelsoe). In mid-2007,
MAM and Kelsoe did not provide sufficient information to allow completion of the 2007 annual due diligence review conducted by MKC through WMS. Kelsoe did not make himself available for a meeting during normal operating hours, further delaying the
completion of WMS’s on-site due diligence review. As a 

  
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consequence, the report for two of the open-end funds was not completed. By August 2007, WMS dropped coverage of proprietary products and a report for 2007 was never released to the MKC sales
force. 
 H. RESPONSIBILITIES AND CONDUCT OF JAMES KELSOE 

42. In addition to his duties regarding management of the Funds and selection of investments, Kelsoe was responsible for reviewing
information regarding holdings of the Funds to be included in marketing materials and filings with the SEC. Kelsoe also was responsible for supervising his staff’s involvement with these processes, as well as their interaction with third
parties. Kelsoe had the most knowledge at MAM about the nature of the holdings of the Funds, including the types of securities being purchased or sold for the Funds, the risks associated with the holdings, and the correlation of the holdings among
the Funds. Kelsoe and his staff provided information for the preparation of regulatory filings, marketing materials, reports and communications about the Funds. Kelsoe contributed to and delivered commentaries for the Funds and management
discussions of fund performance. The SEC filings for the Funds, for which Kelsoe and his staff furnished information regarding holdings of each of the Funds, were provided to Kelsoe for his review prior to filing. 

43. Kelsoe contributed to and was aware of the usage of the glossies and certain other marketing materials prepared by MAM for the Funds,
as described above, including the descriptions of the Funds, the allocation pie charts, the use of benchmarks, and characterizations of risks and features of the Funds. 
 44. Kelsoe’s involvement in the fair valuation process for securities held by the Funds during the period from January 1, 2007 to July 31, 2007, including influencing some


  
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dealer confirmations, contributed to certain inaccurate valuations of selected holdings on various dates during that period. 

45. From January 1, 2007 through July 31, 2007, Kelsoe did not retain documentation relating to his recommendations of price
changes of certain securities held by the Funds. These recommendations were used on occasion in the calculation of the daily net asset values of the Funds. 
 46. From January 1, 2007 through July 31, 2007, Kelsoe failed to review and approve certain emails and other communications of his staff that characterized the downturn of the market for certain
securities contained within the Funds as a “buying opportunity,” which were circulated to certain MKC FAs. 
 III.

 CONCLUSIONS OF LAW 
 1. The Division is responsible for the enforcement of laws governing the issuance, sale, and other transactions relative to securities pursuant to Miss. Code § 75-71-101, et. seq. (2000) and the
rules promulgated thereunder. 
 2. In violation of the Act, MKC and/or MAM conducted and participated in the
following practices: 
  

	 	a.	 MAM failed to adequately disclose some of the risks associated with investment in the Funds. 



 

	 	b.	 In SEC disclosure filings, MAM classified approximately Four Hundred Million Dollars ($400,000,000.00) of asset-backed securities as corporate bonds
and preferred stocks, when they were the lower tranches of asset-backed structured debt instruments. 


  

	 	c.	 MKC and MAM used industry benchmarks not directly comparable to the Funds. 



 

	 	d.	 In certain marketing and disclosure materials, MKC and MAM did not correctly characterize the Funds and their holdings.




  
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	 	e.	 In certain instances, MKC and MAM failed to adequately disclose to retail customers the Funds’ risks of volatility and illiquidity.



  

	 	f.	 In certain instances, MKC, through some of its FAs, inappropriately compared the returns of the Intermediate Bond Fund to the returns of
certificates of deposit and other low risk investments. 


  

	 	g.	 In certain marketing materials, MKC and MAM used charts and visual aids that demonstrated a level of diversification in the Funds that did not
exist. 


 3. In violation of the Act, MKC and/or MAM failed to reasonably supervise their
agents, employees and associated persons in the following manner: 
  

	 	a.	 In certain instances, MKC and MAM allowed the Funds’ manager, Kelsoe, to operate outside of the firm organizational supervisory structure.



  

	 	b.	 In certain instances, MAM and MKC failed to perform adequate supervisory reviews of Kelsoe. 



 

	 	c.	 MKC, through WMS, and MAM failed to perform sufficient due diligence reviews of the Funds. 



 

	 	d.	 MAM and MKC allowed Kelsoe to improperly influence the net asset value calculations of the Funds in certain instances during the period from January
through July of 2007. 


  

	 	e.	 MKC failed to assure adequate training and supervision of certain agents in the composition and true nature of the funds.



  

	 	f.	 MKC allowed agents to recommend (or in discretionary accounts, to purchase) an overconcentration of the Funds in some client accounts.



 4. In violation of the Act, MKC and/or MAM failed to make suitable recommendations to some
investors as demonstrated by the following: 
  

	 	a.	 MKC allowed agents to recommend (or in discretionary accounts, to purchase) an overconcentration of the Funds in some client accounts.



  

	 	b.	 MAM and MKC recommended and sold the Intermediate Bond Fund and the Short Term Bond Fund to clients as a low risk, stable principal, liquid
investment opportunity. 


  

	 	c.	 In a number of instances, MKC sold or recommended investments to retail investors without determining the risk tolerances of the investors.




  
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 5. In violation of the Act, MKC failed to enforce their supervisory
procedures in the following manner: 
  

	 	a.	 MKC failed to review certain customer accounts for over concentration and proper diversification. 



 

	 	b.	 MKC failed to adequately determine suitability of the Funds as it related to the investment needs of certain of their clients.



 6. In violation of the Act, MKC and/or MAM in many instances failed to review
correspondence and marketing materials used by associated persons to sell the Funds: 
  

	 	a.	 MKC failed to discover that an agent used a comparison of the return of the Intermediate Bond Fund to the returns of a bank certificate of deposit.



  

	 	b.	 MAM and MKC allowed marketing materials containing inaccurate representations relating to the composition of the Funds to be used by their agents.



  

	 	c.	 MAM and MKC allowed marketing materials that represented that no derivative products were contained in the Select Intermediate Fund to be used by
agents, when in fact some derivative products were contained in the Fund. 


 7. In violation
of the Act, in certain cases, MAM and MKC inappropriately recommended the purchase of the Funds for client portfolios without reasonable justification that said recommendation was suitable for the client. 

8. In violation of the Act, MKC distributed marketing materials and MAM distributed disclosure materials that were
inaccurate: 
  

	 	a.	 MAM failed to adequately disclose some of the risks associated with investment in the Funds. 



 

	 	b.	 In SEC disclosure filings, MAM classified approximately Four Hundred Million Dollars ($400,000,000.00) of asset-backed securities as corporate bonds
and preferred stocks, when they were the lower tranches of asset-backed structured debt instruments. 


  

	 	c.	 MKC and MAM used industry benchmarks not directly comparable to the Funds. 



  
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	 	d.	 In certain marketing and disclosure materials, MKC and MAM did not correctly characterize the Funds and their holdings.



  

	 	e.	 In certain instances, MKC, through some of its FAs, inappropriately compared the returns of the Intermediate Bond Fund to the returns of
certificates of deposit and other noncomparable lower risk investments. 


 9. In violation of
the Act, Kelsoe failed to retain documentation relating to his recommendations of price changes of certain securities held by the Funds. 
 10. In violation of the Act, Kelsoe contributed to and was aware certain marketing materials prepared by MAM for the Funds did not adequately disclose certain risks and did not adequately describe certain
features of the Funds. 
 11. In violation of the Act, Kelsoe failed to reasonably supervise his staff by
failing to review and approve certain emails and other communications of his staff that characterized the downturn of the market for certain securities contained within the Funds as a “buying opportunity,” which were circulated to certain
Morgan Keegan Financial Advisors. 
 12. In further violation of the Act, Kelsoe participated in the advertising
and supervisory violations set forth above. 
 13. As a result of the foregoing, the Division finds this Consent
Order and the following relief appropriate and in the public interest, and consistent with the Act. 
 IV. 

ORDER 
 On the basis of the Findings of Fact, Conclusions of Law, and MKC’s, MAM’s and Kelsoe’s consents to the entry of this Order, 

IT IS HEREBY ORDERED: 
 1. Entry of this Consent Order concludes the investigation by the Division and any other action that the Division could commence under applicable Mississippi law on behalf of the


  
 19 









 
Division as it relates to Kelsoe, MKC and MAM, any of their affiliates, and any of their past or present employees or other agents in any way relating to the Funds, and acceptance by the Division
of the settlement offer and payments referenced in this Consent Order shall be in satisfaction of and preclude any action that the Division could commence under applicable Mississippi law against the foregoing; provided however, that excluded from
and not covered by this paragraph are (a) individual sales practice violations that could have been brought even had the violations asserted herein against MKC, MAM, or Kelsoe not occurred, and (b) any claims by the Division arising from
or relating to violations of the provisions contained in this Consent Order. Nothing in this paragraph shall preclude the Division from opposing a request for expungement by a past or present employee or other agent before a regulatory or
self-regulatory entity, any court of competent jurisdiction, or any hearing officer, under circumstances it deems appropriate. Any and all claims and actions against Brian B. Sullivan (“Sullivan”), Gary S. Stringer (“Stringer”),
and/or Michele F. Wood (“Wood”) are specifically excluded from this order and are not included in this settlement. 
 2. This Consent Order is entered into for the purpose of resolving in full the referenced multistate investigation with respect to Respondents who have executed this Consent Order and any of their
affiliates, as such investigation relates to the allegations of the Joint Notice of Intent to Revoke Registration. This Consent Order does not nullify, dismiss, impact, or otherwise affect investigations or proceedings as to any individual or person
who is not a party or an affiliate of said party to this Consent Order. 
 3. The findings of fact, conclusions
of law, and order contained in this Consent Order have been extensively negotiated. This Consent Order is a negotiated resolution of claims by the Division as to MKC, MAM, and Kelsoe and no party hereto concedes the validity or


  
 20 









 
invalidity of the factual allegations and conclusions of law contained in the Notice of Intent. This Consent Order shall not be admissible as evidence of any alleged violations in any proceeding
brought by Regulators against the remaining individual respondents, Sullivan, Stringer and Wood. 
 4. MKC, MAM,
and Kelsoe will CEASE AND DESIST from violating the Act, and will comply with the Act. 
 5. Pursuant to this
Mississippi Consent Order (File No. S-08-0050) and related Consent Orders of the States of Alabama (SC-2010-0016), Tennessee (Docket No.: 12.06-107077J/Order No. 11-005), South Carolina (File No.: 08011) and Kentucky (Agency Case No.:
2010-AH-021/Administrative Action No.: 10-PPC0267), the offer of settlement in SEC Administrative Proceeding (File No. 3-13847) (the “SEC Order”) and the FINRA Letter of Acceptance, Waiver and Consent No. 2007011164502, MKC and
MAM shall pay in resolution of all of these matters, within ten (10) days of the entry of the SEC Order the sum of Two Hundred Million Dollars ($200,000,000.00) to be distributed as follows: 1) One Hundred Million Dollars ($100,000,000.00) to
the SEC’s Fair Fund to be established in this matter for the benefit of investors in the Funds that are the subject of the SEC Order; and 2) One Hundred Million Dollars ($100,000,000.00) to a States’ Fund to be established in this matter
for the benefit of investors in the Funds that are the subject of this Consent Order. Any costs, expenses, and charges associated with the Fair Fund and States’ Fund management and distributions shall be paid by MKC and MAM and shall not
diminish the fund corpus. The Fair Fund and the State’s Fund shall be distributed pursuant to distribution plans drawn up by the administrator(s) (“Fair Fund Administrator” for the SEC’s portion and “Fund Administrator”
for the States’ portion). The administrator(s) are to be respectively chosen by a representative designated by 

  
 21 









 
the state agencies of Alabama, Kentucky, Tennessee, South Carolina, and Mississippi (“States’ Fund Representative”), and the SEC. Nothing in this paragraph shall require or limit
the SEC’s and the States’ choice of fund administrators which may or may not be the same entity or person for both funds. Respondents shall pay the sum of One Million, Three Hundred Seventy Nine Thousand Dollars ($1,379,000.00) to the
Division as reimbursement of direct and indirect costs and expenses of the State’s cost for investigating this matter, which payable as follows: a check made payable to the “Mississippi Secretary of State – Securities Enforcement Fund
– 3114.” 
 6. MKC and MAM shall pay the sum of Six Hundred Six Thousand, One Hundred Thirty Four
Dollars $606,134.00 to the Division as a monetary penalty, which amount constitutes the State of Mississippi’s share of the state settlement amount of Ten Million Dollars ($10,000,000.00), which shall be payable as follows: a check made payable
to the “Mississippi Secretary of State – Securities Enforcement Fund – 3114.” All funds shall be delivered to the office of the Division within ten (10) days of the SEC Order or ten (10) days from entry of this Order,
whichever is later. In the event another state securities regulator determines not to accept the settlement offer, the total amount of the payment to the State of Mississippi shall not be affected. 

7. MKC and MAM shall also pay the sum of Twenty-three Thousand Dollars ($23,000.00) to the North American Securities
Administrators Association (“NASAA”) as reimbursement for its costs, expended on states behalf. 
 8.
Kelsoe shall cause to be paid the sum of Fifty Thousand Dollars ($50,000.00) to the Division as a monetary penalty, which amount constitutes the State of Mississippi’s proportionate share of the state settlement amount of Two Hundred Fifty
Thousand Dollars ($250,000.00), which shall be payable as follows: a check made payable to the “Mississippi 

  
 22 









 
Secretary of State – Securities Enforcement Fund – 3114.” All funds shall be delivered to the office of the Division within ten (10) days of the later of the execution of this
Consent Order or the date on which the SEC Order is entered. Acceptance of the settlement offer and the payment referenced above in this paragraph by the Division shall be in full satisfaction of and preclude any action that the Division could
commence under applicable law against Kelsoe related in any way to his management of the Funds, and otherwise disposes of claims against Kelsoe as set forth in this Order. 

9. As additional consideration for the dismissal of the administrative proceeding by the Division, Kelsoe does hereby
acknowledge the SEC’s entry of an Order of Permanent Bar. In addition, he agrees that he shall not apply for registration as an issuer agent, broker-dealer agent or investment adviser representative in the State of Mississippi. Nor shall he
serve as an officer, director, or manager of, or issuer of interests in, a mutual fund, money market fund, pooled-investments or similar securities and investment vehicles which are publicly offered or sold in the State of Mississippi. 

10. If any payments are not made by MKC, MAM, or on behalf of Kelsoe, the Division may vacate this Consent Order, at its
sole discretion, upon thirty (30) days notice to MKC and/or MAM, or as appropriate, Kelsoe, and, without opportunity for an administrative hearing, enter a final order or decree if such default is not cured to the satisfaction of the regulators
within the thirty (30) day notice period. Any dispute related to any payments required under this Consent Order shall be construed and enforced in accordance with, and governed by, the laws of the state of Mississippi without regard to any
choice of law principles. 
 11. This Consent Order shall not disqualify MKC and MAM, or any of their affiliates
or registered representatives from any business that they otherwise are qualified or licensed to 

  
 23 









 
perform under any applicable state law and is not intended to and shall not form the basis for any disqualification or suspension in any state. Further, this Consent Order is not intended to and
shall not form the basis for any disqualifications contained in the federal securities law, the rules and regulations thereunder, the rules and regulations of self-regulatory organizations, or various states’ securities laws including but not
limited to any disqualifications from relying upon the registration exemptions or safe harbor provisions. 
 12.
MKC, MAM, and all of their existing and future affiliates and subsidiaries are prohibited from creating, offering or selling a proprietary product that is a registered investment company and is marketed and sold to investors other than institutional
and other qualified investors as defined in Section 3(a)(54) of the Securities Exchange Act of 1934, 15 U.S.C. § 78c(a)(54), (“proprietary product”) for a period of two (2) years from the entry of the initial Order. MKC,
MAM, their affiliates or subsidiaries, may seek permission to resume offering or begin offering a proprietary fund in Mississippi after the lapse of the first year of the prohibition, but may not proceed with the offer and sale of such proprietary
fund in Mississippi prior to receiving the express written consent and approval of the Administrator of the Division. 
 13. State Regulatory Audits or Examinations as authorized by the Act. In addition to any state regulatory audits or examinations authorized by State statute, the state regulatory authority may conduct
appropriate audits or examinations of the offices and branch offices of the Respondents MKC and MAM. Appropriate costs associated with such audits or examinations conducted within two (2) years from the date of this Consent Order, shall be
borne by MKC and/or MAM. This provision in no way limits the assessment of costs by states which routinely assess registrants with the costs of audits. 

  
 24 









 14. If prior to January 1, 2016, MKC and/or MAM
shall again form and sell any proprietary investment products2, they shall at that time retain, for a period of three (3) years, at their own expense, an independent auditor, acceptable to the representative designated by the state agencies of Alabama,
Kentucky, Mississippi, Tennessee, and South Carolina (“States’ Representative”) and the SEC. The independent auditor cannot be an affiliated entity of MKC or MAM. Further, to ensure the independence of the independent auditor, MKC
and/or MAM: (a) shall not have the authority to terminate the independent auditor without prior written approval of the States’ Representative; (b) shall not be in and shall not have an attorney-client relationship with the
independent auditor and shall not seek to invoke the attorney-client or any other privilege or doctrine to prevent the independent auditor from transmitting any information, reports, or documents to the States; and (c) during the period of
engagement and for a period of two years after the engagement, shall not enter into any employment, customer, consultant, attorney-client, auditing, or other professional relationship with the independent auditor. 

The scope of the independent auditor’s engagement shall be approved by the States’ Representative prior to the
commencement of the audit, and shall include, but is not limited to, reviews and examinations of: 
  

	2 	 The term “proprietary investment product” or “proprietary product”, as used in this Consent Order, refers to those investment
company products or offerings which MKC and/or MAM have created or may create and for which they or any of their existing or future affiliates is the issuer or lead underwriter. This definition, however, shall not apply to proprietary products or
offerings in existence at the time of affiliation with MKC or MAM through any future acquisition, merger or other form of business combination with an entity not currently under common control with MKC or MAM. Nor shall this definition apply to
future proprietary products or offerings that are created following such acquisition, merger or other form of business combination, unless such proprietary products are created by MKC or MAM. 



  
 25 










	 	a.	 All firm policies and procedures, relating to proprietary products and/or proprietary offerings including, but not limited to, supervisory, books
and records, compliance and document retention policies and procedures; 


  

	 	b.	 The composition of each proprietary fund sold or recommended to clients at least annually; 



 

	 	c.	 All proprietary product and/or proprietary offering marketing materials used or distributed by their agents, representatives, or other employees or
affiliates, at least quarterly; 


  

	 	d.	 Potential/actual conflicts of interest with any affiliates, including Regions Morgan Keegan Trust, F.S.B., MKC and MAM, or affiliated
persons/control persons. Said review shall be annual unless an increased frequency is deemed necessary by state, federal, and SEC entities; and 



15. Further, the independent auditor shall: 

 

	 	a.	 Consult with the States’ Representative and the SEC about areas of concern prior to entering into an engagement document with MKC and MAM;



  

	 	b.	 Draft and provide reports as often as may be agreed upon by the States’ Representative and the independent auditor with an assessment of the
status, compliance, and recommendations pertaining to the organizational, procedural, and policy issues that are the subject of the engagement; 


  

	 	c.	 Simultaneously distribute copies of the reports from paragraph 15b above to MKC, MAM, the States’ Representative and the SEC; the States’
Representative may distribute the report to NASAA members as the 



  
 26 










	 	 
States’ Representative deems appropriate. These reports will be deemed confidential and, upon receipt of any legal process or request pursuant to a state’s public information statute or
a federal Freedom of Information Act (“FOIA”) request for access, the state regulator shall promptly notify MKC and/or MAM, in order that the Respondents have an opportunity to challenge the release of the information;



  

	 	d.	 Submit copies of all drafts, notes, and other working papers to coincide with the issuance of the reports; 



 

	 	e.	 Issue recommendations for changes to policies, procedures, compliance, books and records retention programs, and all other areas that are the
subject of the engagement; 


  

	 	f.	 Establish reasonable deadlines for the implementation of the recommendations provided in the report; and 



 

	 	g.	 For any recommendations noted but not included in the final report, provide justification for excluding the recommendation from the final report.



 16. MKC and MAM shall: 

 

	 	a.	 Review the reports submitted by the independent auditor; 



 

	 	b.	 Within sixty (60) days of the issuance of an audit report, submit, in writing, to the States’ Representative and the SEC any objections to
implementation of any of the recommendations made by the independent auditor; 



  
 27 










	 	c.	 If no objection to a recommendation is made within the sixty (60) day deadline, the recommendation will be implemented within the time frame
established for the recommendation by the independent auditor in the report; and 


  

	 	d.	 If objection is timely made to a recommendation, the States’ Representative and the SEC will consider the objections, review the recommendation
and determine jointly whether implementation shall be required over the objections of MKC and MAM. 


 17. MKC and MAM shall retain within sixty (60) days of the entry of this Consent Order, at their own expense, an independent consultant (“Consultant”), acceptable to the States’
Representative, and the SEC. The Consultant shall review MKC’s and/or MAM’s: (i) current written supervisory and compliance procedures concerning product suitability; (ii) current written supervisory and compliance procedures
regarding recommendations and disclosures relating to registered investment companies; (iii) current written supervisory and compliance procedures relating to advertising and sales literature regarding the purchase and sale of registered
investment companies; and (iv) the implementation and effectiveness of (i) through (iii); provided that the lookback period for (a) through (c) shall not exceed the twelve month period prior to the entry of this Consent Order.

  

	 	a.	 Within 120 days after the entry of this Consent Order, the Consultant shall make an Initial Report with recommendations thereafter on such policies
and procedures and their implementation and effectiveness. The Initial Report shall describe the review performed and the conclusions reached, and will include any recommendations for reasonable changes to policies




  
 28 










	 	 
and procedures. MKC and MAM shall direct the Consultant to submit the Initial Report and recommendations to the States’ Representative and the SEC at the same time it is submitted to MKC and
MAM. 


  

	 	b.	 The parties hereto recognize that the Consultant will have access to privileged or confidential trade secrets and commercial or financial
information and customer identifying information the public dissemination of which could place MKC and MAM at a competitive disadvantage and expose their customers to unwarranted invasions of their personal privacy. Therefore, it is the intention of
the parties that such information shall remain confidential and protected, and shall not be disclosed to any third party, except to the extent provided by applicable FOIA statutes or other regulations or policies. 



 

	 	c.	 Within thirty (30) days of receipt of the Initial Report, MKC and MAM shall respond in writing to the Initial Report. In such response, MKC and
MAM shall advise the Consultant, the States’ Representative, and the SEC, the recommendations from the Initial Report that MKC and MAM have determined to accept and the recommendations that they consider to be unduly burdensome. With respect to
any recommendation that MKC and MAM deem unduly burdensome, MKC and MAM may propose an alternative policy, procedure or system designed to achieve the same objective or purpose. 



 

	 	d.	 MKC and MAM shall attempt in good faith to reach agreement with the Consultant within sixty (60) days of the date of the receipt of the Initial




  
 29 










	 	 
Report with respect to any recommendation that MKC and MAM deem unduly burdensome. If the Consultant and MKC and MAM are unable to agree on an alternative proposal, MKC and MAM shall submit, in
writing, to the States’ Representative and the SEC, their objections and any alternative proposal(s) made to the Consultant, and the States’ Representative and the SEC shall determine jointly whether implementation shall be required over
the objections of MKC and MAM or whether to accept the alternative proposal(s). Within ninety (90) days of the date of the receipt of the Initial Report or, in instances in which an alternative proposal is submitted, ninety (90) days from
a joint decision by the States’ Representative and the SEC regarding any objectionable portions of the Initial Report, MKC and MAM shall, in writing, advise the Consultant, the States’ Representative, and the SEC of the recommendations and
proposals that they are adopting. 


  

	 	e.	 No later than one (1) year after the date of the Consultant’s Initial Report, MKC and MAM shall cause the Consultant to complete a
follow-up review of MKC’s and MAM’s efforts to implement the recommendations contained in the Initial Report, and MKC and MAM shall cause the Consultant to submit a Final Report to the States’ Representative, and the SEC. The Final
Report shall set forth the details of MKC’s and MAM’s efforts to implement the recommendations contained in the Initial Report, and shall state whether MKC and MAM have fully complied with the recommendations in the Initial Report.




  
 30 










	 	f.	 MKC and MAM shall cause the Consultant to complete the aforementioned review and submit a written Final Report to MKC, MAM, the States’
Representative, and the SEC within three hundred sixty (360) days of the date of the Initial Report. The Final Report shall recite the efforts the Consultant undertook to review MKC’s and MAM’s policies, procedures, and practices; set
forth the Consultant’s conclusions and recommendations; and describe how MKC and MAM are implementing those recommendations. 


  

	 	g.	 To ensure the independence of the Consultant, MKC and/or MAM: (a) shall not have the authority to terminate the Consultant without prior
written approval of the States’ Representative; (b) shall compensate the Consultant, and persons engaged to assist the Consultant, for services rendered pursuant to this Order at their reasonable and customary rates; (c) shall not be
in and shall not have an attorney-client relationship with the Consultant and shall not seek to invoke the attorney-client or any other privilege or doctrine to prevent the Consultant from transmitting any information, reports, or documents to the
States; and (d) during the period of engagement and for a period of two (2) years after the engagement, shall not enter into any employment, customer, consultant, attorney-client, auditing, or other professional relationship with the
Consultant. Notwithstanding the foregoing, the Consultant may serve as a Consultant for both MKC and MAM. 



  
 31 









 18. MKC and MAM shall provide, for a period of three (3) years, to all
of their registered agents and investment adviser representatives mandatory, comprehensive, and ongoing (i) product/offering training on each of the proprietary products/offerings that they sell or recommend to clients, and (ii) training
on suitability and risks of investments generally. The training required pursuant to this paragraph shall be in addition to any continuing education training required to maintain the registrations of the registered agents and investment adviser
representatives and shall include, at a minimum, training on all of the following: 
  

	 	a.	 Suitability as it applies to the various types of products/offerings, proprietary or otherwise, the FA sells at MKC; 



 

	 	b.	 The type and nature of the holdings and risks attendant thereto in any proprietary product/offering sold by the firm, for which the firm or any
affiliate purchased the underlying holdings, that the registered person will be selling or recommending to clients; 


  

	 	c.	 The risks associated with the proprietary product/offering; and 



 

	 	d.	 Conflicts of interest that may arise as a result of the sale/recommendation of the proprietary product/offering. 



19. For training related to proprietary products/offerings, MKC and MAM shall develop and implement course evaluations to
be completed by each FA in order to assess the effectiveness of the training. 
 20. MKC and MAM shall;

  

	 	a.	 Maintain a log of each agent/representative’s completed courses, copies of which they shall provide to the States’ Representative upon
request; 



  
 32 










	 	b.	 Only allow agents/representatives to sell/recommend proprietary products and/or proprietary offerings for which they have completed and verified
training; 


  

	 	c.	 Maintain an archive of all training material that may be accessed by agents/representatives on an as-needed basis after training is completed,
copies of which they shall provide to the States’ Representative upon request; 


  

	 	d.	 Maintain current training materials on proprietary products and/or proprietary offerings being offered or sold to any of their clients, copies of
which they shall provide to the States’ Representative upon request; 


  

	 	e.	 Maintain a manned product/offering help desk that is available to answer questions from agents/representatives during regular business hours, the
person manning such shall be registered with a minimum of a Series 65 or 7 license or registration; and 


  

	 	f.	 Provide to the Division an annual certification that MKC and MAM are in compliance with the required training and maintenance of training materials.



 21. One person shall not simultaneously hold the positions of General Counsel and Chief
Compliance Officer for either Respondent. 
 22. Nothing herein shall preclude the State of Mississippi, its
departments, agencies, boards, commissions, authorities, political subdivisions, and corporations (collectively “State Entities”), other than the Division and only to the extent set forth herein, from asserting any claims, causes of
action, or applications for compensatory, nominal and/or punitive damages, 

  
 33 









 
administrative, civil, criminal, or injunctive relief against MKC and MAM in connection with the marketing and sales practices of the Funds at MKC or MAM. 

23. Any dispute or default other than related to payments as referenced in paragraph 10 related to this Consent Order
shall be construed and enforced in accordance with, and governed by, the laws of the state of Mississippi without regard to any choice of law principles 
 24. Respondents MKC, MAM, and Kelsoe agree not to make or permit to be made any public statement denying, directly or indirectly, any finding in this Consent Order or creating the impression that this
Consent Order is without factual basis. Nothing in this paragraph affects MKC’s, MAM’s, or Kelsoe’s: (i) testimonial obligations, or (ii) right to take legal or factual positions in defense of litigation or arbitration or in
defense of other legal proceedings in which the Division is not a party. 
 25. In connection with any action by
the Division against Sullivan, Wood, or Stringer, MKC and MAM will produce, upon reasonable notice but without service of a subpoena, any and all documents and other information requested by the Division, and make available witnesses under their
control for any further testimony, investigations, administrative proceedings or hearings and shall cooperate fully in any and all current or future administrative proceedings against those parties. If any documents or other information requested is
claimed as “privileged”, Respondents shall provide a “privilege log” and any further dispute concerning production of said document(s) shall be submitted to a hearing officer under applicable state rules or procedures for final
determination. Upon reasonable notice to his counsel, Peter J. Anderson, Esq. of the specific date on which testimony is requested, and granting reasonable accommodation to Kelsoe for travel schedule and timing of testimony, Kelsoe shall testify in
connection with any action by the Division against Sullivan, Stringer, and/or Wood. Nothing 

  
 34 









 
herein shall affect any statutory authority of the Division, including but not limited to, inspections, visits, examinations, and/or the production of documents 

26. This Consent Order shall be binding upon MKC, and MAM, Kelsoe, and their successors and assigns, with respect to all
conduct subject to the provisions above and all future obligations, responsibilities, undertakings, commitments, limitations, restrictions, events, and conditions, except as otherwise provided herein. This provision shall not apply to Paragraph 18
of Section IV in the event of an acquisition, merger or any other form of business combination in which an unrelated entity acquires more than 50% of the outstanding stock or assets of MKC or MAM. 

Dated this          day of June, 2011. 

 

	
	 BY ORDER OF

	 C. DELBERT HOSEMANN, JR.

	 MISSISSIPPI SECRETARY OF STATE

	
	  

	 [State Agency]




  
 35 









 CONSENT TO ENTRY OF ADMINISTRATIVE ORDER BY MORGAN ASSET 

MANAGEMENT, INC. AND MORGAN KEEGAN & COMPANY, INC. 

Morgan Asset Management, Inc. and Morgan Keegan & Company, Inc. (“Respondents”) hereby acknowledge
that they have been served with a copy of this Administrative Consent Order (“Order”), have read the foregoing Order, are aware of each of their right to a hearing and appeal in this matter, and have waived the same. 

Respondents admit the jurisdiction of the Division; admit to the allegations in paragraphs 39 to 41 of Section II,
relating to the maintenance of books and records, but otherwise neither admit nor deny any of the findings of fact, allegations, assertions or conclusions of law that have been made herein in this proceeding; and Respondents further consent to entry
of this Order by the Division as settlement of the issues contained in this Order. 
 Respondents enter into
this Order voluntarily and represent that no threats, offers, promises, or inducements of any kind have been made by the Division or any member, officer, employee, agent, or representative of the Division to induce Respondents to enter into this
Order other than as set forth in the Order. 

                   
                  represents that he/she is
                                     of Morgan Asset
Management, Inc. and that, as such, has been authorized by Morgan Asset Management, Inc. to enter into this Order for and on behalf of Morgan Asset Management, Inc. 

                   
                  represents that he/she is
                                     of Morgan
Keegan & Company, Inc. and that, as such, has been authorized by Morgan Keegan & Company, Inc. to enter into this Order for and on behalf of Morgan Keegan & Company, Inc. 

Respondents agree that they shall not claim, assert, or apply for a tax deduction or tax credit with regard to the State
of Mississippi          for any monetary penalty or restitution that Respondents shall pay pursuant to this Order. Respondents understand and acknowledge that


  
 36 









 
these provisions are not intended to imply that the Division would agree that any other amounts Respondents shall pay pursuant to this Order may be reimbursed or indemnified (whether pursuant to
an insurance policy or otherwise) under applicable law or may be the basis for any tax deduction or tax credit with regard to any state, federal, or local tax. 
 Dated this          day of
                         June, 2011. 

 

			
	 MORGAN ASSET MANAGEMENT, INC.

		
	 By:
	 	  

	 Title:
	 	  

	
	 MORGAN KEEGAN & COMPANY, INC.

		
	 By:
	 	  

	 Title:
	 	  




 

					
	
STATE OF                     

	  	)	  	
		  	) ss.	  	
	
County of                     
	  	)	  	

 SUBSCRIBED AND SWORN TO before me by
                                         
           , this          day of                  May,
2011. 
  

	
	  

	 Notary Public



  

			
	 My commission expires:
	 	
		
	  
	 	

  

					
	
STATE OF                     
	  	 )
	  	
		  	 ) ss.
	  	
	 County of                     
	  	 )
	  	

 SUBSCRIBED AND SWORN TO before me by
                                         
           , this          day of                  May,
2011. 
  

	
	  

	 Notary Public



  

			
	 My commission expires:
	  	
	  
	  	


  
 37 









 CONSENT TO ENTRY OF ADMINISTRATIVE ORDER BY JAMES C. KELSOE 

James C. Kelsoe (“Kelsoe”) hereby acknowledges that he has been served with a copy of this Administrative
Consent Order (“Order”), has read the foregoing Order, is aware of each of his rights to a hearing and appeal in this matter, withdraws his request for a hearing in this matter and has waived his right to a hearing and appeal in this
matter. 
 Kelsoe admits that the Division has personal jurisdiction over him for purposes of settling this
administrative proceeding, but otherwise neither admits nor denies any of the findings of fact, allegations, assertions or conclusions of law that have been made herein in this proceeding; and Kelsoe further consents to entry of this Order by the
Division as settlement of the issues contained in this Order. 
 Kelsoe enters into this Order voluntarily and
represents that no threats, offers, promises, or inducements of any kind have been made by the Division or any member, officer, employee, agent, or representative of the Division to induce Kelsoe to enter into this Order other than as set forth in
the Order. 
 Kelsoe agrees that he shall not claim, assert, or apply for a tax deduction or tax credit with
regard to any State of Mississippi for any monetary penalty or restitution amount that Kelsoe shall pay pursuant to this Order. Kelsoe understands and acknowledges that these provisions are not intended to imply that the Division would agree that
any other amounts Kelsoe shall pay pursuant to this Order may be reimbursed or indemnified (whether pursuant to an insurance policy or otherwise) under applicable law or may be the basis for any tax deduction or tax credit with regard to any state,
federal, or local tax. 

  
 38 









 Dated this          day of
                        , 2011. 

 

			
	 By:
	 	  

		 	 James C. Kelsoe



  

			
	 STATE OF                      )
	 	
	 County of                      )
	 	

 SUBSCRIBED AND SWORN TO before me by
                                         
           , this          day of
                                    , 2011. 

 

	
	  

	 Notary Public



  

			
	 My commission expires:
	 	
	  
	 	

  

			
	 APPROVED:

		
	 BY:
	 	  

		 	 PETER ANDERSON

		 	 SUTHERLAND, ASBILL & BRENNAN

		 	 COUNSEL FOR JAMES C. KELSOE, JR.



  
 39