AMENDMENT NO. 1 TO EXPENSE CAP/REIMBURSEMENT AGREEMENT
AMENDMENT
NO. 1 TO EXPENSE
CAP/REIMBURSEMENT AGREEMENT
This
Amendment is entered into as of the 30th
day of
September, 2006 between KEELEY ASSET MANAGEMENT CORP. (the "Adviser") and KEELEY
FUNDS, Inc. (the "Company") on behalf of KEELEY Mid Cap Value Fund (the
"Fund").
WHEREAS,
pursuant to an Expense Cap/Reimbursement Agreement (the “Agreement”), dated as
of April 7, 2005, the Adviser contractually agree to waive a portion of its
advisory fee or reimburse certain of the Fund's operating expenses to ensure
that the Fund's total operating expenses do not exceed 2.00% of average daily
net assets through September 30, 2006; and
WHEREAS,
the Adviser desires to amend the Agreement to reduce the operating expense
level
of the Fund over which the Adviser will waive its fee or reimburse the
Fund.
NOW
THEREFORE, the parties agree as follows:
The
Adviser agrees that during the period beginning October 1, 2006, and continuing
until September 30, 2008, the Adviser will reduce its compensation with respect
to the Fund as provided for in the Investment Advisory Agreement between the
Company and the Adviser dated April 7, 2005, and/or assume expenses for the
Fund
to the extent necessary to ensure that the Fund's total operating expenses
(on
an annual basis), exclusive of (i) taxes, (ii) interest charges, (iii)
litigation and other extraordinary expenses, and (iv) brokers' commissions
and
other charges relating to the purchase and sale of the Fund's portfolio
securities do not exceed 1.49% of the Fund's average daily net
assets.
Reimbursed expenses will be determined in the following order: organizational,
offering and all other expenses.
The
Adviser shall be entitled to recoup such amounts for a period of up to three
(3)
years following the fiscal year in which the Adviser reduced its compensation
and/or assumed expenses for the applicable Fund, provided that the total
operating expenses including this recoupment do not exceed the established
cap
on expenses for that year.
By:
___________________________
Xxxx
X.
Xxxxxx, Xx., President
KEELEY
ASSET MANAGEMENT CORP.
By:
___________________________
Xxxx
X.
Xxxxxx, Xx., President
