KEELEY FUNDS, INC. FIFTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
KEELEY FUNDS, INC.
FIFTH AMENDMENT TO THE
TRANSFER AGENT SERVICING
AGREEMENT
THIS FIFTH AMENDMENT dated as of the 21st day of December, 2007 to the Transfer Agent Servicing Agreement, dated as of April 15, 2005, as amended on January 13, 2006, April 10, 2006, October 1, 2006 and August 15, 2007 (the “Agreement”), is entered by and between KEELEY FUNDS, INC., a Maryland corporation (the "Company”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").
RECITALS
WHEREAS, the parties have entered into an Agreement; and
WHEREAS, effective December 31, 2007, the Keeley Small Cap Value Fund, Inc. is being merged into Keeley Small Cap Value Fund, a newly designated series of Keeley Funds, Inc.; and
WHEREAS, the Company and USBFS desire to amend said Agreement; and
WHEREAS, Paragraph 10 of the Agreement allows for its amendment by a written instrument executed by both parties.
NOW, THEREFORE, the parties agree as follows:
Exhibit A of the Agreement is hereby superseded and replaced with Exhibit A attached hereto.
Exhibit C, the Fee Schedule, of the Agreement is hereby superseded and replaced with Exhibit C attached hereto.
Except to the extent amended hereby, the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.
| KEELEY FUNDS, INC. | U.S. BANCORP FUND SERVICES, LLC | ||||
| By: | /s/ Xxxx X. Xxxxxx, Xx. | By: | /s/ Xxxxxxx X. XxXxx | ||
| Name: Xxxx X. Xxxxxx, Xx. | Name: Xxxxxxx X. XxXxx | ||||
| Title: President | Title: Executive Vice President | ||||
Exhibit A
to the Keeley Funds,
Inc.
Transfer Agent Servicing Agreement
Separate Series of Keeley Funds, Inc.
Name of Series
KEELEY Small Cap Value Fund
KEELEY Small-Mid Cap Value Fund
KEELEY Mid Cap Value Fund
KEELEY All Cap Value Fund
Exhibit C to the Keeley Funds,
Inc.
Transfer Agent Servicing Agreement
| KEELEY FUNDS, INC. | |||
| TRANSFER AGENT & SHAREHOLDER SERVICES | |||
| ANNUAL FEE SCHEDULE effective Feb 2008 Services | |||
| Service Charges to the Fund*
(complex level) |
Qualified Plan Fees (Billed to Investors) | ||
| $15.00 /qualified plan acct (Cap at $30.00/SSN) | |||
| $15.00 /Xxxxxxxxx ESA acct (Cap at $30.00/SSN) | |||
| Annual Shareholder Account Fee (see minimum) | $25.00 /transfer to successor trustee | ||
| Load Fund - $16.00 / account | $25.00 /participant distribution (Excluding SWPs) | ||
| · Load Fund, level 3 - $13.00 / account on the | $25.00 /refund of excess contribution | ||
| first 100,000 level 3 accounts | Shareholder Fees (Billed to Investors) | ||
| · Load Fund, level 3 - $11.50 / account on the | $15.00 /outgoing wire transfer | ||
| next 50,000 level 3 accounts | $15.00 /overnight delivery | ||
| · Load Fund, level 3 - $10.00 / account on the | $ 5.00 /telephone exchange | ||
| remaining level 3 accounts | $25.00 /return check or ACH | ||
| · Closed Accounts - $5.00/ closed account on the | $25.00 /stop payment | ||
| first 50,000 closed accounts | $ 5.00 /research request per account (Cap at | ||
| · Closed Accounts - $2.50/ closed account on | $25.00/request) (For requested items of the second calendar year | ||
| all closed accounts after 50,000 | [or previous] to the request) | ||
| Annual Minimum | |||
| $15,000 per fund (use $16/account as basis) | |||
| $10,000 each additional class (use $16/acct as basis) | Technology Charges | ||
| Basis Point | 1. | Implementation Services | |
| 0.5 BPS on Asset Market Value for 1st 1 billion | First CUSIP - $2,000 /first CUSIP | ||
| 0.20 BPS on assets $1 billion - $6 billion | Fund Setup - $1,500 /additional CUSIP | ||
| Activity Charges | 800 Service - $1,650 ATT transfer connect | ||
| Telephone Calls - $1.00 /minute | VRU Setup - $500 /fund group | ||
| Voice Response Calls - $.35 /call | NSCC Setup - $1,500 /fund group | ||
| AML New Account Service - $1.00/new domestic | 2. | 12b-1 Aging - $1.50 /account/year | |
| accounts and $2.00/new foreign account | 3. | Average Cost - $.36 /account/year | |
| AML Base Service (excl Level 3 accounts) | 4. | File Transmissions - subject to requirements | |
| 0-999 accounts - $500.00/year | 5. | Selects - $300 per select | |
| 1,000-4,999 accounts - $1,000/year | 6. | ReportSource - No Charge - Web reporting | |
| 5,000-9,999 accounts - $2,500/year | 7. | Physical Certificate Shares | |
| 10,000+ accounts - $5,000/year | Setup - $750 /fund | ||
| Issue of Certificate - $10.00 /certificate transaction | |||
| ACH/EFT Shareholder Services: | 8. | Extraordinary services charged as incurred | |
| $125.00 /month/fund group | Development/Programming - $150 /hour | ||
| $ .50 /ACH item, setup, change | Conversion of Records - Estimate to be provided | ||
| $5.00 /correction, reversal | Custom processing, re-processing | ||
| Out-of-pocket Costs - Including but not limited to: | |||
| Telephone toll-free lines, call transfers, etc. | |||
| Mailing, sorting and postage | |||
| Stationery, envelopes | |||
| Programming, special reports | |||
| Insurance, record retention, microfilm/fiche | |||
| Proxies, proxy services | |||
| Lost shareholder search | |||
| ACH fees | |||
| NSCC charges | |||
| All other out-of-pocket expenses | |||
| * Subject to CPI increase, Milwaukee MSA. | |||
