KEELEY FUNDS, INC. SECOND AMENDMENT TO THE CUSTODY AGREEMENT
SECOND
AMENDMENT TO THE CUSTODY AGREEMENT
THIS
SECOND AMENDMENT
dated as
of this 10 day of April, 2006, to the Custody Agreement, dated April 15,
2005, as amended August 1, 2005, (the "Agreement"), is entered by and between
Keeley
Funds, Inc.,
a
Maryland corporation (the "Company”) and U.S.
Bank, N.A.,
a
national banking association (the "Custodian").
RECITALS
WHEREAS,
the
parties have entered into a Custody Agreement; and
WHEREAS,
the
Company and the Custodian desire to amend said Agreement; and
WHEREAS, Article
XIV, Section 14.4
of the
Agreement allows for its amendment by a written instrument executed by both
parties.
NOW,
THEREFORE,
the
parties agree as follows:
Exhibit
C
of the Agreement is hereby superseded and replaced with Exhibit C attached
hereto.
Except
to
the extent supplemented 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. BANK, N.A. |
| By: ______________________________ | By: ________________________________ |
| Name:____________________________ | Name:______________________________ |
| Title: ______________________________ | Title: ______________________________ |
Exhibit
C
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) |
