FUND ACCOUNTING SERVICING AGREEMENT
THIS AGREEMENT is made and entered into as of this 15th day of April,
2005, by and between KEELEY FUNDS, INC., a Maryland corporation (the "Company"),
and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company
("USBFS").
WHEREAS, the Company is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment company,
and is authorized to issue shares of beneficial interest in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets;
WHEREAS, USBFS is, among other things, in the business of providing mutual
fund accounting services to investment companies; and
WHEREAS, the Company desires to retain USBFS to provide accounting
services to each series of the Company listed on Exhibit A hereto (as amended
from time to time) (each a "Fund" and collectively, the "Funds").
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally bound,
do hereby agree as follows:
1. APPOINTMENT OF USBFS AS FUND ACCOUNTANT
The Company hereby appoints USBFS as fund accountant of the Company on the
terms and conditions set forth in this Agreement, and USBFS hereby accepts
such appointment and agrees to perform the services and duties set forth
in this Agreement. The services and duties of USBFS shall be confined to
those matters expressly set forth herein, and no implied duties are
assumed by or may be asserted against USBFS hereunder.
2. SERVICES AND DUTIES OF USBFS
USBFS shall provide the following accounting services to the Fund:
A. Portfolio Accounting Services:
(1) Maintain portfolio records on a trade date+1 basis using
security trade information communicated from the Fund's
investment adviser.
(2) For each valuation date, obtain prices from a pricing source
approved by the board of directors of the Company (the "Board
of Directors") and apply those prices to the portfolio
positions. For those securities where market quotations
are not readily available, the Board of Directors shall
approve, in good faith, procedures for determining the fair
value for such securities.
(3) Identify interest and dividend accrual balances as of each
valuation date and calculate gross earnings on investments for
each accounting period.
(4) Determine gain/loss on security sales and identify them as
short-term or long-term; account for periodic distributions of
gains or losses to shareholders and maintain undistributed
gain or loss balances as of each valuation date.
(5) On a daily basis, reconcile cash of the Fund with the Fund's
custodian.
(6) Transmit a copy of the portfolio valuation to the Fund's
investment adviser daily.
(7) Review the impact of current day's activity on a per share
basis, and review changes in market value.
B. Expense Accrual and Payment Services:
(1) For each valuation date, calculate the expense accrual amounts
as directed by the Company as to methodology, rate or dollar
amount.
(2) Process and record payments for Fund expenses upon receipt of
written authorization from the Company.
(3) Account for Fund expenditures and maintain expense accrual
balances at the level of accounting detail, as agreed upon by
USBFS and the Company.
(4) Provide expense accrual and payment reporting.
C. Fund Valuation and Financial Reporting Services:
(1) Account for Fund share purchases, sales, exchanges, transfers,
dividend reinvestments, and other Fund share activity as
reported by the Fund's transfer agent on a timely basis.
(2) Apply equalization accounting as directed by the Company.
(3) Determine net investment income (earnings) for the Fund as of
each valuation date. Account for periodic distributions of
earnings to shareholders and maintain undistributed net
investment income balances as of each valuation date.
(4) Maintain a general ledger and other accounts, books, and
financial records for the Fund in the form as agreed upon.
(5) Determine the net asset value of the Fund according to the
accounting policies and procedures set forth in the Fund's
current prospectus.
(6) Calculate per share net asset value, per share net earnings,
and other per share amounts reflective of Fund operations at
such time as required by the nature and characteristics of the
Fund.
(7) Communicate to the Company, at an agreed upon time, the per
share net asset value for each valuation date.
(8) Prepare monthly reports that document the adequacy of
accounting detail to support month-end ledger balances.
(9) Prepare monthly security transactions listings.
D. Tax Accounting Services:
(1) Maintain accounting records for the investment portfolioof the
Fund to support the tax reporting required for "regulated
investment companies" under the Internal Revenue Code of 1986,
as amended (the "Code").
(2) Maintain tax lot detail for the Fund's investment portfolio.
(3) Calculate taxable gain/loss on security sales using the tax
lot relief method designated by the Company.
(4) Provide the necessary financial information to calculate the
taxable components of income and capital gains distributions
to support tax reporting to the shareholders.
E. Compliance Control Services:
(1) Support reporting to regulatory bodies and support financial
statement preparation by making the Fund's accounting records
available to the Company, the Securities and Exchange
Commission (the "SEC"), and the independent accountants.
(2) Maintain accounting records according to the 1940 Act and
regulations provided thereunder.
(3) Perform its duties hereunder in compliance with all applicable
laws and regulations and provide any sub-certifications
reasonably requested by the Company in connection with any
certification required of the Company pursuant to the
▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the "SOX Act") or any rules
or regulations promulgated by the SEC thereunder, provided the
same shall not be deemed to change USBFS's standard of care
as set forth herein.
(4) Cooperate with the Company's independent accountants and take
all reasonable action in the performance of its obligations
under this Agreement to ensure that the necessary
information is made available to such accountants for the
expression of their opinion on the Fund's financial
statements without any qualification as to the scope of
their examination.
3. LICENSE OF DATA; WARRANTY; TERMINATION OF RIGHTS
A. The valuation information and evaluations being provided to the
Company by USBFS pursuant hereto (collectively, the "Data") are
being licensed, not sold, to the Company. The Company has a
limited license to use the Data only for purposes necessary to
valuing the Company's assets and reporting to regulatory bodies
(the "License"). The Company does not have any license nor right to
use the Data for purposes beyond the intentions of this Agreement
including, but not limited to, resale to other users or use to
create any type of historical database. The License is
non-transferable and not sub-licensable. The Company's right to
use the Data cannot be passed to or shared with any other entity.
The Company acknowledges the proprietary rights that USBFS and its
suppliers have in the Data.
B. THE COMPANY HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO
WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCANTABILITY OR FITNESS FOR
ANY PURPOSE OR ANY OTHER MATTER.
C. USBFS may stop supplying some or all Data to the Company if USBFS's
suppliers terminate any agreement to provide Data to USBFS.
Also, USBFS may stop supplying some or all Data to the Company if
USBFS reasonably believes that the Company is using the Data in
violation of the License, or breaching its duties of
confidentiality provided for hereunder, or if any of USBFS's
suppliers demand that the Data be withheld from the Company.
USBFS will provide notice to the Company of any termination of
provision of Data as soon as reasonably possible.
4. PRICING OF SECURITIES
A. For each valuation date, USBFS shall obtain prices from a pricing
source recommended by USBFS and approved by the Board of Directors
and apply those prices to the portfolio positions of the Fund. For
those securities where market quotations are not readily available,
the Board of Directors shall approve, in good faith, procedures for
determining the fair value for such securities.
If the Company desires to provide a price that varies from the price
provided by the pricing source, the Company shall promptly notify
and supply USBFS with the price of any such security on each
valuation date. All pricing changes made by the Company will be in
writing and must specifically identify the securities to be changed
by CUSIP, name of security, new price or rate to be applied, and, if
applicable, the time period for which the new price(s) is/are
effective.
B. In the event that the Company at any time receives Data containing
evaluations, rather than market quotations, for certain
securities or certain other data related to such securities, the
following provisions will apply: (i) evaluated securities are
typically complicated financial instruments. There are many
methodologies (including computer-based analytical modeling and
individual security evaluations) available to generate
approximations of the market value of such securities, and there
is significant professional disagreement about which method is
best. No evaluation method, including those used by USBFS and
its suppliers, may consistently generate approximations that
correspond to actual "traded" prices of the securities; (ii)
methodologies used to provide the pricing portion of certain Data
may rely on evaluations; however, the Company acknowledges that
there may be errors or defects in the software, databases, or
methodologies generating the evaluations that may cause resultant
evaluations to be inappropriate for use in certain applications;
and (iii) the Company assumes all responsibility for edit
checking, external verification of evaluations, and ultimately
the appropriateness of using Data containing evaluations,
regardless of any efforts made by USBFS and its suppliers in this
respect.
5. CHANGES IN ACCOUNTING PROCEDURES
Any resolution passed by the Board of Directors that affects accounting
practices and procedures under this Agreement shall be effective upon
written receipt of notice and acceptance by USBFS.
6. CHANGES IN EQUIPMENT, SYSTEMS, ETC.
USBFS reserves the right to make changes from time to time, as it deems
advisable, relating to its systems, programs, rules, operating schedules
and equipment, so long as such changes do not adversely affect the
services provided to the Company under this Agreement.
7. COMPENSATION
USBFS shall be compensated for providing the services set forth in this
Agreement in accordance with the fee schedule set forth on Exhibit B
hereto (as amended from time to time). USBFS shall also be compensated for
such out-of-pocket expenses (e.g., telecommunication charges, postage and
delivery charges, and reproduction charges) as are reasonably incurred by
USBFS in performing its duties hereunder. The Company shall pay all such
fees and reimbursable expenses within 30 calendar days following receipt
of the billing notice, except for any fee or expense subject to a good
faith dispute. The Company shall notify USBFS in writing within 30
calendar days following receipt of each invoice if the Company is
disputing any amounts in good faith. The Company shall pay such disputed
amounts within 10 calendar days of the day on which the parties agree to
the amount to be paid. With the exception of any fee or expense the
Company is disputing in good faith as set forth above, unpaid invoices
shall accrue a finance charge of 1 1/2% per month after the due date.
Notwithstanding anything to the contrary, amounts owed by the Company to
USBFS shall only be paid out of the assets and property of the particular
Fund involved.
8. REPRESENTATIONS AND WARRANTIES
A. The Company hereby represents and warrants to USBFS, which
representations and warranties shall be deemed to be continuing
throughout the term of this Agreement, that:
(1) It is duly organized and existing under the laws of the
jurisdiction of its organization, with full power to carry on
its business as now conducted, to enter into this Agreement
and to perform its obligations hereunder;
(2) This Agreement has been duly authorized, executed and
delivered by the Company in accordance with all requisite
action and constitutes a valid and legally binding obligation
of the Company, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting the rights and
remedies of creditors and secured parties; and
(3) It is conducting its business in compliance in all material
respects with all applicable laws and regulations, both state
and federal, and has obtained all regulatory approvals
necessary to carry on its business as now conducted; there is
no statute, rule, regulation, order or judgment binding on it
and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its
execution or performance of this Agreement.
B. USBFS hereby represents and warrants to the Company, which
representations and warranties shall be deemed to be continuing
throughout the term of this Agreement, that:
(1) It is duly organized and existing under the laws of the
jurisdiction of its organization, with full power to carry on
its business as now conducted, to enter into this Agreement
and to perform its obligations hereunder;
(2) This Agreement has been duly authorized, executed and
delivered by USBFS in accordance with all requisite action and
constitutes a valid and legally binding obligation of USBFS,
enforceable in accordance with its terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other
laws of general application affecting the rights and remedies
of creditors and secured parties; and
(3) It is conducting its business in compliance in all material
respects with all applicable laws and regulations, both state
and federal, and has obtained all regulatory approvals
necessary to carry on its business as now conducted; there is
no statute, rule, regulation, order or judgment binding on it
and no provision of its charter, bylaws or any contract
binding it or affecting its property which would prohibit its
execution or performance of this Agreement.
9. STANDARD OF CARE; INDEMNIFICATION; LIMITATION OF LIABILITY
A. USBFS shall exercise reasonable care in the performance of its
duties under this Agreement. Neither USBFS nor its suppliers shall
be liable for any error of judgment or mistake of law or for any
loss suffered by the Company or any third party in connection
with its duties under this Agreement, including losses resulting
from mechanical breakdowns or the failure of communication or
power supplies beyond USBFS's control, except a loss arising out
of or relating to USBFS's refusal or failure to comply with the
terms of this Agreement or from its bad faith, negligence, or
willful misconduct in the performance of its duties under this
Agreement. Notwithstanding any other provision of this
Agreement, if USBFS has exercised reasonable care in the
performance of its duties under this Agreement, the Company shall
indemnify and hold harmless USBFS and its suppliers from and
against any and all claims, demands, losses, expenses, and
liabilities of any and every nature (including reasonable
attorneys' fees) that USBFS or its suppliers may sustain or incur
or that may be asserted against USBFS or its suppliers by any
person arising out of or related to (X) any action taken or
omitted to be taken by it in performing the services hereunder
(i) in accordance with the foregoing standards, or (ii) in
reliance upon any written or oral instruction provided to USBFS
by any duly authorized officer of the Company, as approved by the
Board of Directors of the Company, or (Y) the Data, or any
information, service, report, analysis or publication derived
therefrom, except for any and all claims, demands, losses,
expenses, and liabilities
arising out of or relating to USBFS's refusal or failure to comply
with the terms of this Agreement or from its bad faith, negligence
or willful misconduct in the performance of its duties under this
Agreement. This indemnity shall be a continuing obligation of the
Company, its successors and assigns, notwithstanding the termination
of this Agreement. As used in this paragraph, the term "USBFS" shall
include USBFS's directors, officers and employees.
The Company acknowledges that the Data are intended for use as an
aid to institutional investors, registered brokers or professionals
of similar sophistication in making informed judgments concerning
securities. The Company accepts responsibility for, and acknowledges
it exercises its own independent judgment in, its selection of the
Data, its selection of the use or intended use of such, and any
results obtained. Nothing contained herein shall be deemed to be a
waiver of any rights existing under applicable law for the
protection of investors.
USBFS shall indemnify and hold the Company harmless from and against
any and all claims, demands, losses, expenses, and liabilities of
any and every nature (including reasonable attorneys' fees) that the
Company may sustain or incur or that may be asserted against the
Company by any person arising out of any action taken or omitted to
be taken by USBFS as a result of USBFS's refusal or failure to
comply with the terms of this Agreement, or from its bad faith,
negligence, or willful misconduct in the performance of its duties
under this Agreement. This indemnity shall be a continuing
obligation of USBFS, its successors and assigns, notwithstanding the
termination of this Agreement. As used in this paragraph, the term
"Company" shall include the Company's directors, officers and
employees.
In the event of a mechanical breakdown or failure of communication
or power supplies beyond its control, USBFS shall take all
reasonable steps to minimize service interruptions for any period
that such interruption continues. USBFS will make every reasonable
effort to restore any lost or damaged data and correct any errors
resulting from such a breakdown at the expense of USBFS. USBFS
agrees that it shall, at all times, have reasonable contingency
plans with appropriate parties, making reasonable provision for
emergency use of electrical data processing equipment to the extent
appropriate equipment is available. Representatives of the Company
shall be entitled to inspect USBFS's premises and operating
capabilities at any time during regular business hours of USBFS,
upon reasonable notice to USBFS. Moreover, USBFS shall provide the
Company, at such times as the Company may reasonably require, copies
of reports rendered by independent accountants on the internal
controls and procedures of USBFS relating to the services provided
by USBFS under this Agreement.
Notwithstanding the above, USBFS reserves the right to reprocess and
correct administrative errors at its own expense.
In no case shall either party be liable to the other for (i) any
special, indirect or consequential damages, loss of profits or
goodwill (even if advised of the possibility of such); (ii) any
delay by reason of circumstances beyond its control, including acts
of civil or military authority, national emergencies, labor
difficulties, fire, mechanical breakdown, flood or catastrophe, acts
of God, insurrection, war, riots, or failure beyond its control of
transportation or power supply; or (iii) any claim that arose more
than one year prior to the institution of suit therefor.
B. In order that the indemnification provisions contained in this
section shall apply, it is understood that if in any case the
indemnitor may be asked to indemnify or hold the indemnitee
harmless, the indemnitor shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is
further understood that the indemnitee will use all reasonable care
to notify the indemnitor promptly concerning any situation that
presents or appears likely to present the probability of a claim
for indemnification. The indemnitor shall have the option to
defend the indemnitee against any claim that may be the subject
of this indemnification. In the event that the indemnitor so
elects, it will so notify the indemnitee and thereupon the
indemnitor shall take over complete defense of the claim, and the
indemnitee shall in such situation initiate no further legal or
other expenses for which it shall seek indemnification under this
section. The indemnitee shall in no case confess any claim or
make any compromise in any case in which the indemnitor will be
asked to indemnify the indemnitee except with the indemnitor's
prior written consent.
C. The indemnity and defense provisions set forth in this Section 9
shall indefinitely survive the termination and/or assignment of this
Agreement.
D. If USBFS is acting in another capacity for the Company pursuant to a
separate agreement, nothing herein shall be deemed to relieve USBFS
of any of its obligations in such other capacity.
10. NOTIFICATION OF ERROR
The Company will notify USBFS of any discrepancy between USBFS and the
Company, including, but not limited to, failing to account for a security
position in the Fund's portfolio, upon the later to occur of: (i) three
business days after receipt of any reports rendered by USBFS to the
Company; (ii) three business days after discovery of any error or omission
not covered in the balancing or control procedure; or (iii) three business
days after receiving notice from any shareholder regarding any such
discrepancy.
11. DATA NECESSARY TO PERFORM SERVICES
The Company or its agent shall furnish to USBFS the data necessary to
perform the services described herein at such times and in such form as
mutually agreed upon.
12. PROPRIETARY AND CONFIDENTIAL INFORMATION
A. USBFS agrees on behalf of itself and its directors, officers, and
employees to treat confidentially and as proprietary information
of the Company, all records and other information relative to the
Company and prior, present, or potential shareholders of the
Company (and clients of said shareholders), and not to use such
records and information for any purpose other than the
performance of its responsibilities and duties hereunder, except
(i) after prior notification to and approval in writing by the
Company, which approval shall not be unreasonably withheld and
may not be withheld where USBFS may be exposed to civil or
criminal contempt proceedings for failure to comply, (ii) when
requested to divulge such information by duly constituted
authorities, or (iii) when so requested by the Company. Records
and other information which have become known to the public
through no wrongful act of USBFS or any of its employees, agents
or representatives, and information that was already in the
possession of USBFS prior to receipt thereof from the Company or
its agent, shall not be subject to this paragraph.
Further, USBFS will adhere to the privacy policies adopted by the
Company pursuant to Title V of the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act, as may be
modified from time to time. In this regard, USBFS shall have in
place and maintain physical, electronic and procedural safeguards
reasonably designed to protect the security, confidentiality and
integrity of, and to prevent unauthorized access to or use of,
records and information relating to the Company and its
shareholders.
B. The Company, on behalf of itself and its directors, officers, and
employees, will maintain the confidential and proprietary nature of
the Data and agrees to protect it using the same efforts, but in no
case less than reasonable efforts, that it uses to protect its own
proprietary and confidential information.
13. RECORDS
USBFS shall keep records relating to the services to be performed
hereunder in the form and manner, and for such period, as it may deem
advisable and is agreeable to the Company, but not inconsistent with the
rules and regulations of appropriate government authorities, in
particular, Section 31 of the 1940 Act and the rules thereunder. USBFS
agrees that all such records prepared or maintained by USBFS relating to
the services to be performed by USBFS hereunder are the property of the
Company and will be preserved, maintained, and made available in
accordance with such applicable sections and rules of the 1940 Act and
will be promptly surrendered to the Company or its designee on and in
accordance with its request.
14. COMPLIANCE WITH LAWS
The Company has and retains primary responsibility for all compliance
matters relating to the Fund, including but not limited to compliance with
the 1940 Act, the Code, the
SOX Act, the USA Patriot Act of 2002 and the policies and limitations of
the Fund relating to its portfolio investments as set forth in its current
prospectus and statement of additional information. USBFS's services
hereunder shall not relieve the Company of its responsibilities for
assuring such compliance or the Board of Directors' oversight
responsibility with respect thereto.
15. TERM OF AGREEMENT; AMENDMENT
This Agreement shall become effective as of the date first written above
and will continue in effect for a period of one year. Subsequent to the
initial one-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.
16. DUTIES IN THE EVENT OF TERMINATION
In the event that, in connection with termination, a successor to any of
USBFS's duties or responsibilities hereunder is designated by the Company
by written notice to USBFS, USBFS will promptly, upon such termination and
at the expense of the Company, transfer to such successor all relevant
books, records, correspondence and other data established or maintained by
USBFS under this Agreement in a form reasonably acceptable to the Company
(if such form differs from the form in which USBFS has maintained the
same, the Company shall pay any expenses associated with transferring the
data to such form), and will cooperate in the transfer of such duties and
responsibilities, including provision for assistance from USBFS's
personnel in the establishment of books, records and other data by such
successor. If no such successor is designated, then such books, records
and other data shall be returned to the Company.
17. ASSIGNMENT
This Agreement shall extend to and be binding upon the parties hereto and
their respective successors and assigns; provided, however, that this
Agreement shall not be assignable by the Company without the written
consent of USBFS, or by USBFS without the written consent of the Company
accompanied by the authorization or approval of the Company's Board of
Directors.
18. GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the State
of Wisconsin, without regard to conflicts of law principles. To the extent
that the applicable laws of the State of Wisconsin, or any of the
provisions herein, conflict with the applicable
provisions of the 1940 Act, the latter shall control, and nothing herein
shall be construed in a manner inconsistent with the 1940 Act or any rule
or order of the SEC thereunder.
19. NO AGENCY RELATIONSHIP
Nothing herein contained shall be deemed to authorize or empower either
party to act as agent for the other party to this Agreement, or to conduct
business in the name, or for the account, of the other party to this
Agreement.
20. SERVICES NOT EXCLUSIVE
Nothing in this Agreement shall limit or restrict USBFS from providing
services to other parties that are similar or identical to some or all of
the services provided hereunder.
21. INVALIDITY
Any provision of this Agreement which may be determined by competent
authority to be prohibited or unenforceable in any jurisdiction shall, as
to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction. In such case, the parties shall in good faith modify or
substitute such provision consistent with the original intent of the
parties.
22. NOTICES
Any notice required or permitted to be given by either party to the other
shall be in writing and shall be deemed to have been given on the date
delivered personally or by courier service, or three days after sent by
registered or certified mail, postage prepaid, return receipt requested,
or on the date sent and confirmed received by facsimile transmission to
the other party's address set forth below:
Notice to USBFS shall be sent to:
U.S. Bancorp Fund Services, LLC
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
and notice to the Company shall be sent to:
Keeley Funds, Inc.
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
23. MULTIPLE ORIGINALS
This Agreement may be executed on two or more counterparts, each of which
when so executed shall be deemed to be an original, but such counterparts
shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer on one or more counterparts as of the date
first above written.
KEELEY FUNDS, INC. U.S. BANCORP FUND SERVICES, LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------- --------------------------------
Title: President Title: Senior Vice President
-------------------------------- -----------------------------
EXHIBIT A
TO THE
FUND ACCOUNTING SERVICING AGREEMENT
FUND NAMES
SEPARATE SERIES OF KEELEY FUNDS, INC.
Name of Series Date Added
-------------- ----------
EXHIBIT B
TO THE
FUND ACCOUNTING SERVICING AGREEMENT
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FUND ACCOUNTING SERVICES
FEE SCHEDULE
--------------------------------------------------------------------------------
DOMESTIC EQUITY FUNDS* MULTIPLE CLASSES*
$33,000 for the first $100 million Priced separately.
($30,000 for the first 12 months)
1.5 basis points on the next $200 MASTER/FEEDER FUNDS*
million --------------------
1.0 basis point on the balance Priced separately.
DOMESTIC BALANCED FUNDS* MULTIPLE MANAGER FUNDS*
------------------------ -----------------------
$35,000 for the first $100 million Additional base fee:
1.75 basis points on the next $200 $12,000 per manager/sub-advisor per fund
million
1.25 basis points on the balance Conversion and extraordinary services
quoted separately.
DOMESTIC FIXED INCOME FUNDS*
---------------------------- NOTE - All schedules subject to change
FUNDS OF FUNDS* depending upon the use of derivatives -
--------------- options, futures, short sales, etc.
SHORT OR DERIVATIVE FUNDS*
-------------------------- All fees are billed monthly plus
INTERNATIONAL EQUITY FUNDS* out-of-pocket expenses, including
--------------------------- pricing, corporate action, and factor
TAX-EXEMPT MONEY MARKET FUNDS* services:
------------------------------ o $.15 Domestic and Canadian Equities
$42,000 for the first $100 million o $.15 Options
2.25 basis points on the next $200 o $.50 Corp/Gov/Agency Bonds
million o $.80 CMO's
1.25 basis points on the balance o $.50 International Equities
and Bonds
TAXABLE MONEY MARKET FUNDS* o $.80 Municipal Bonds
--------------------------- o $.80 Money Market Instruments
$40,000 for the first $100 million o $125/fund/month - Mutual
1.25 basis points on the next $200 Fund Pricing
million o $2.00/equity Security/Month
..75 basis point on the balance Corporate Actions
o $125 /month Manual Security Pricing
INTERNATIONAL INCOME FUNDS* (>10/day)
--------------------------- o Factor Services (BondBuyer)
$45,000 for the first $100 million o $1.50/CMO/month
3 basis points on the next $200 o $.25/Mortgage Backed/month
million o $300/month Minimum Per Fund
1.5 basis points on the balance Group
Fees are billed monthly.
* Annual fee
* Subject to CPI increase, ReportSource - $150 /month -
Milwaukee MSA. Web reporting
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