Exhibit (h) (2) (a)


                                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


                                   PORTFOLIOS


               Regions Morgan Keegan Select Intermediate Bond Fund
                  Regions Morgan Keegan Select High Income Fund
                   Regions Morgan Keegan Select Financial Fund
                Regions Morgan Keegan Select Capital Growth Fund









                                AMENDED EXHIBIT B

      THIS AMENDED  EXHIBIT B, dated as of August 19, 2002, is Exhibit B 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

      For its  services  under this  Transfer  Agency and  Service  Agreement,
Morgan  Keegan & Company,  Inc.,  is  entitled to receive  from Morgan  Keegan
Select Fund, Inc. transfer agency fees as follows:

      REGIONS  MORGAN  KEEGAN  SELECT  INTERMEDIATE  BOND FUND: an annual fee of
$1,500  per month or  $18,000  per year per  class and a service  fee of $20 per
account per year.

      REGIONS MORGAN KEEGAN SELECT HIGH INCOME FUND: an annual fee of $1,500 per
month or $18,000  per year per class and a service  fee of $20 per  account  per
year.

      REGIONS  MORGAN KEEGAN SELECT CAPITAL GROWTH FUND: an annual fee of $1,500
per month or $18,000 per year per class and a service fee of $15 per account per
year.

      REGIONS MORGAN KEEGAN SELECT  FINANCIAL  FUND: an annual fee of $1,500 per
month or $18,000 per year per class.