KEELEY FUNDS, INC. SECOND AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
SECOND
AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
THIS
SECOND AMENDMENT
dated as
of this 1st day of October, 2006, to the Fund Accounting Servicing Agreement,
dated April 15, 2005, as amended April 10, 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 an Fund Accounting Servicing Agreement;
and
WHEREAS,
the
Company and USBFS desire to amend said Agreement; and
WHEREAS,
Section
15 of the Agreement allows for its amendment by a written instrument executed
by
both parties.
NOW,
THEREFORE,
the
parties agree as follows:
| A. | Section 15 of the agreement shall be replaced in its entirety with the following: | |
Term
of
Agreement; Amendment
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. 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. This Agreement may not
be
amended or modified in any manner except by written agreement executed by USBFS
and the Company, and authorized or approved by the Board of Directors.
| B. | The following language shall be added to the Agreement at Section 24: | |
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:
| (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. | |
| C. | Exhibit B of the Agreement, the fee schedule, is hereby superseded and replaced with Exhibit B attached hereto.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 First 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: |
