KEELEY FUNDS, INC. FIFTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
KEELEY FUNDS, INC.
FIFTH AMENDMENT TO THE
TRANSFER AGENT SERVICING
AGREEMENT
THIS FIFTH AMENDMENT dated as of the ____ day of _________________, 2007 to the Transfer Agent Servicing Agreement, dated as of the 15th day of April, 2005, as amended on the 13th of January, 2006, on the 10th of April 2006, on the 1st of October, 2006 and on the 15th of August, 2007 (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Exhibit A of the Agreement is hereby superseded and replaced with Exhibit A attached hereto.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 Fourth 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: Xxxx X. Xxxxxx, Xx. | Name: Xxxxxxx X. XxXxx | ||||
Title: President | Title: Senior Vice President |
Exhibit A
to the
Transfer Agent Servicing
Agreement - Keeley Funds, Inc.
Separate Series of Keeley Funds, Inc.
Name of Series
KEELEY Small Cap Value Fund
KEELEY Small-Mid Cap Value Fund
KEELEY Mid Cap Value Fund
KEELEY All Cap Value Fund
Exhibit C to the Transfer Agent
Servicing Agreement
of
Keeley Funds, Inc.
KEELEY SMALL CAP VALUE FUND, INC. | |||
and KEELEY FUNDS, INC. | |||
TRANSFER AGENT & SHAREHOLDER SERVICES | |||
ANNUAL FEE SCHEDULE effective May 1, 2007 thru April 30, 2010 | |||
Service Charges to the Fund*
(complex level) |
Qualified Plan Fees (Billed to Investors) | ||
$15.00 /qualified plan acct (Cap at $30.00/SSN) | |||
$15.00 /Xxxxxxxxx ESA acct (Cap at $30.00/SSN) | |||
Annual Shareholder Account Fee (see minimum) | $25.00 /transfer to successor trustee | ||
Load Fund - $16.00 / account | $25.00 /participant distribution (Excluding SWPs) | ||
· Load Fund, level 3 - $13.00 / account on the | $25.00 /refund of excess contribution | ||
first 100,000 level 3 accounts | Shareholder Fees (Billed to Investors) | ||
· Load Fund, level 3 - $11.50 / account on the | $15.00 /outgoing wire transfer | ||
next 50,000 level 3 accounts | $15.00 /overnight delivery | ||
· Load Fund, level 3 - $10.00 / account on the | $ 5.00 /telephone exchange | ||
remaining level 3 accounts | $25.00 /return check or ACH | ||
· Closed Accounts - $7.50/ closed account | $25.00 /stop payment | ||
Annual Minimum (Switch to complex once met) | $ 5.00 /research request per account (Cap at | ||
$15,000 per fund (use $16/account as basis) | $25.00/request) (For requested items of the second calendar year | ||
$10,000 each additional class (use $16/acct as basis) | [or previous] to the request) | ||
Basis Point (complex Level) | |||
0.5 BPS on Asset Market Value for 1st 1 billion | |||
0.20 BPS on assets $1 billion - $5 billion | Technology Charges | ||
0.10 BPS on assets over $5 billion | 1. | Implementation Services | |
Activity Charges | First CUSIP - $2,000 /first CUSIP | ||
Telephone Calls - $1.00 /minute | Fund Setup - $1,500 /additional CUSIP | ||
Voice Response Calls - $.35 /call | 800 Service - $1,650 ATT transfer connect | ||
AML New Account Service - $1.00/new domestic | VRU Setup - $500 /fund group | ||
accounts and $2.00/new foreign account | NSCC Setup - $1,500 /fund group | ||
XXX Xxxx Xxxxxxx (xxxx Xxxxx 0 accounts) | 2. | 12b-1 Aging - $1.50 /account/year | |
0-999 accounts - $500.00/year | 3. | Average Cost - $.36 /account/year | |
1,000-4,999 accounts - $1,000/year | 4. | File Transmissions - subject to requirements | |
5,000-9,999 accounts - $2,500/year | 5. | Selects - $300 per select | |
10,000+ accounts - $5,000/year | 6. | ReportSource - No Charge - Web reporting | |
7. | Physical Certificate Shares | ||
ACH/EFT Shareholder Services: | Setup - $750 /fund | ||
$125.00 /month/fund group | Issue of Certificate - $10.00 /certificate transaction | ||
$ .50 /ACH item, setup, change | 8. | Extraordinary services charged as incurred | |
$5.00 /correction, reversal | Development/Programming - $150 /hour | ||
Out-of-pocket Costs - Including but not limited to: | Conversion of Records - Estimate to be provided | ||
Telephone toll-free lines, call transfers, etc. | Custom processing, re-processing | ||
Mailing, sorting and postage | |||
Stationery, envelopes | |||
Programming, special reports | |||
Insurance, record retention, microfilm/fiche | |||
Proxies, proxy services | |||
Lost shareholder search | |||
ACH fees | |||
NSCC charges | |||
All other out-of-pocket expenses | |||
* Subject to CPI increase, Milwaukee MSA. |