KEELEY FUNDS, INC. SECOND AMENDMENT TO THE UNDERWRITING AGREEMENT
Exh.e.3.
SECOND
AMENDMENT TO THE
THIS
SECOND AMENDMENT dated as of the [___] day of [___], 2007 to the Underwriting
Agreement, dated as of the 7th day of
April,
2005, as amended in date [______], 2006 (the “Agreement”) is made and entered
into as of this [___] day of [____], 2007, by and between KEELEY FUNDS,
INC., a Maryland corporation (the “Company”) and KEELEY
INVESTMENT CORP., an Illinois corporation (the
“Distributor”).
RECITALS
WHEREAS,
the parties have entered into an Underwriting Agreement; and
WHEREAS,
the Company and the Distributor 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:
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of the Agreement is hereby superseded and replaced with Exhibit A attached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
INVESTMENT, CORP.
|
|
|
By:________________________________
|
By:______________________________
|
|
Name:_____________________________
|
Name:____________________________
|
|
Title:______________________________
|
Title:_____________________________
|
Exhibit
A
to
the Keeley Funds, Inc.
|
Series
|
Distribution
Plan
|
|
Keeley
Small-Mid Cap Value Fund
Class
A Shares
|
Distribution
Plan (12b-1 Plan)
Adopted
on [____], 2007
|
|
Keeley
Mid Cap Value Fund
|
Distribution
Plan (12b-1 Plan)
Adopted
on April 7, 2005
|
|
Keeley
All Cap Value Fund
|
Distribution
Plan (12b-1 Plan)
Adopted
on February 14, 2006
|
