KEELEY FUNDS, INC. SECOND AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
SECOND
AMENDMENT TO THE
THIS
SECOND AMENDMENT
dated as
of the 10 day of April, 2006 to the Transfer Agent Servicing Agreement,
dated as of the 15th
day of
April, 2005, as amended January 13, 2006 (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 a Transfer Agent Servicing Agreement; 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of the Agreement is hereby superseded and replaced with Exhibit A attached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.
Except
to
the extent amended hereby, the Agreement shall remain in full force and
effect.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Second 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: ______________________________ | By: ________________________________ |
| Name: ____________________________ | Name:___________________________________ |
| Title: ____________________________ | Title: ____________________________ |
1
Exhibit
A
to
the
Separate
Series of Keeley Funds, Inc.
| Name of Series |
| KEELEY Mid Cap Value Fund |
| KEELEY All Cap Value Fund (on or about May 31, 2006) |
2
