Exh.h.2.

KEELEY FUNDS, INC.

AMENDMENT TO THE

FUND ACCOUNTING SERVICING AGREEMENT

THIS AMENDMENT dated as of the 10 day of April, 2006 to the Fund Accounting Servicing Agreement, dated as of the 15^th day of April, 2005, (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 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:

Exhibit A of the Agreement is hereby superseded and replaced with Exhibit A attached hereto.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 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: /s/ John Keeley, Jr.	By:  /s/  Michael McVoy
Name: John L. Keeley, Jr.	Name:  Michael McVoy
Title: President	Title:  Senior Vice President

1

Exhibit A

to the

Fund Accounting Servicing Agreement - Keeley Funds, Inc.

Separate Series of Keeley Funds, Inc.

Name of Series

KEELEY Mid Cap Value Fund

KEELEY All Cap Value Fund (on or about May 31, 2006)

2