Exhibit (h) (2) (b)

           AMENDMENT NO. 1 TO AMENDED AND RESTATED TRANSFER AGENCY
                             AND SERVICES AGREEMENT

This Amendment is made as of the 19th day of August, 2002, between Morgan Keegan
Select Fund,  Inc.,  a Maryland  corporation  (the  "Fund") and Morgan  Keegan &
Company,  Inc. ("Morgan Keegan"),  a Tennessee  corporation.  The parties hereby
amend their Amended and Restated Transfer Agency and Services Agreement dated as
of August 21, 2000 ("Agreement"), as set forth below.

WHEREAS,  the Bank  Secrecy  Act, as amended by the  Uniting  and  Strengthening
America by  Providing  Appropriate  Tools  Required to  Intercept  and  Obstruct
Terrorism Act (together,  the "BSA"), requires the Fund to develop and implement
an anti-money laundering program; and

WHEREAS, the Fund has adopted the anti-money  laundering program ("AML Program")
set forth in Schedule 1 hereto, as it may be amended from time to time; and

WHEREAS,  the  regulations  under the BSA permit a mutual fund to  contractually
delegate  the  implementation  of a fund's  anti-money  laundering  program to a
service  provider;  pursuant to that authority,  the Fund wishes to delegate the
implementation of certain aspects of its AML Program to Morgan Keegan; and

WHEREAS,  Morgan  Keegan is willing to perform  such  services  on the terms and
conditions set forth herein.

NOW THEREFORE,  in  consideration  of the foregoing and the mutual  promises set
forth below, the parties agree as follows:

1.    EFFECTIVENESS   OF  AGREEMENT.   This  Agreement  shall  become  effective
      immediately as of the date first written above.

2.    DELEGATION.  The Fund hereby delegates to Morgan Keegan, and Morgan Keegan
      hereby  accepts,  implementation  of  certain  aspects  of the  Fund's AML
      Program, as further set out in the AML Program,  including provisions,  as
      defined therein, relating to: (i) Customer Identification Program and Risk
      Assessment;  (ii)  Suspicious  Activity  Monitoring and  Reporting;  (iii)
      Record  Keeping;  and (iv)  Training of Morgan  Keegan  Personnel.  Morgan
      Keegan further agrees to cooperate with the Fund's  Anti-Money  Laundering
      Compliance  Officer with  respect to Morgan  Keegan's  performance  of its
      responsibilities under this Agreement.

3.    REPRESENTATION  AND  WARRANTIES  BY MORGAN  KEEGAN.  Morgan  Keegan hereby
      represents and warrants that:

      a.    Morgan  Keegan has  received a copy of the  Fund's AML  Program  and
            undertakes to perform all delegated responsibilities thereunder;




      b.    Morgan  Keegan has  adopted and will  maintain a written  anti-money
            laundering program that includes policies and procedures that enable
            it to perform its responsibilities under this Agreement;

      c.    Morgan  Keegan  has  provided  a copy of its  anti-money  laundering
            program to the Fund; and

      d.    Morgan  Keegan  will   pre-clear  any  material   amendment  to  its
            anti-money laundering program with the Fund and will notify the Fund
            promptly of all amendments to its program.

4.    REPRESENTATION  AND WARRANTIES BY THE FUND. The Fund hereby represents and
      warrants that:

      a.    The Fund will promptly provide Morgan Keegan any amendment(s) to the
            Fund's  AML  Program,  which  will be  subject  to the terms of this
            Agreement upon delivery to Morgan Keegan.

5.    REPORTS.  Morgan  Keegan will provide a copy of the results of any audits,
      or of any exam  carried  out by  federal  examiners,  with  respect to its
      anti-money laundering program to the Fund.

6.    CONSENT TO  EXAMINATION.  Morgan Keegan hereby consents to: (i) provide to
      federal  examiners  information  and  records  relating  to the Fund's AML
      Program  maintained by Morgan Keegan upon request by federal  examiners or
      the Fund;  and (ii) the  inspection of Morgan Keegan by federal  examiners
      for purposes of the Fund's AML Program.

7.    WAIVER.  No waiver of any  provision  of this  Agreement  shall be binding
      unless in writing and  executed by the party  granting  such  waiver.  Any
      valid waiver of a provision set forth herein shall not constitute a waiver
      of any other  provision  of this  Agreement  and shall  not  constitute  a
      permanent or future waiver of such provision.

            IN WITNESS  WHEREOF,  the parties have executed this Agreement as of
      the date first above written.

MORGAN KEEGAN & COMPANY, INC.              MORGAN KEEGAN SELECT FUND, INC.


By /s/ Charles D. Maxwell                 By /s/ Charles D. Maxwell
   ----------------------                    ----------------------

   Name:  Charles D. Maxwell                 Name:  Charles D. Maxwell

   Title: Managing Director                  Title: Secretary