Exhibit (h) (1) (b)


                                    EXHIBIT A
                                    ---------

         THIS  EXHIBIT  A, dated as of October  29,  2005,  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.


                                   PORTFOLIOS
                                   ----------

                Regions Morgan Keegan Select Short Term Bond Fund
               Regions Morgan Keegan Select Intermediate Bond Fund
                  Regions Morgan Keegan Select High Income Fund










                                    EXHIBIT B
                                    ---------


         THIS  EXHIBIT  B, dated as of October  29,  2005,  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.

         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:



BASE FEE (Annual fee per Fund Class)                                  $18,000

ACCOUNT FEE (Annual Account Charge)
  Daily Dividend Fund                                                  $20.00

TERMINATION FEE                                                           N/A