KEELEY FUNDS, INC. THIRD AMENDMENT TO THE CUSTODY AGREEMENT
THIRD
AMENDMENT TO THE CUSTODY AGREEMENT
THIS
AMENDMENT
dated as
of this 1st day of October, 2006, to the Custody Agreement, dated April 15,
2005, as amended August 1, 2005 and April 10, 2006 (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, of
the
Agreement allows for its amendment by a written instrument executed by both
parties.
NOW,
THEREFORE,
the
parties agree as follows:
| A. | Section 13.1 shall be replaced in its entirety with the following language: | |
13.1
Effective
Period.
This
Agreement shall become effective as of the date first written above and will
continue in effect for a period not less than 36 months.
| B. | Section 13.2 shall be replaced in its entirety with the following language: | |
13.2
Termination.
Subsequent to the initial three-year term, this Agreement may be terminated
by
either party upon giving 90 days prior written notice to the other party or
such
shorter period as is mutually agreed upon by the parties. Notwithstanding the
foregoing, this Agreement may be terminated by any party upon the breach of
the
other party of any material term of this Agreement if such breach is not cured
within 15 days of notice of such breach to the breaching party. In addition,
the
Trust may, at any time, immediately terminate this Agreement in the event of
the
appointment of a conservator or receiver for the Custodian by regulatory
authorities or upon the happening of a like event at the direction of an
appropriate regulatory agency or court of competent jurisdiction.
| C. | The following language shall be added to the agreement at Section 13.5: | |
Early
Termination.
In the
absence of any material breach of this agreement, should the Trust elect to
terminate this agreement prior to the end of the term, the trust agrees to
pay
the following fees:
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| (a) |
All
monthly fees through the life of the contract, including the rebate
of any negotiated discounts;
|
|
| (b) | All fees associated with converting services to successor service provider; | |
| (c) | All fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider; | |
| (d) | All out-of-pocket costs associated with a-c above. | |
| D. | Exhibit D, the fee schedule of the Agreement, is hereby superseded and replaced with the fee schedule 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 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: ____________________________ |
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