AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 13th day of August, 2002, by and between
KEELEY Small Cap Value Fund, Inc., a Maryland corporation (the "Fund"), and UMB
Fund Services, Inc., a Wisconsin corporation (the "Administrator").
WHEREAS, the Fund is an open-end, management investment company registered
under the Investment Company Act of 1940, as amended (the "Act"); and
WHEREAS, the Fund and the Administrator desire to amend and restate their
agreement pursuant to which the Administrator provides administrative services
for the Fund to reflect the new name of the Administrator.
NOW, THEREFORE, in consideration of the mutual promises and agreements
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
-----------
The Fund hereby appoints the Administrator as administrator of the Fund
for the period and on the terms set forth in this Agreement. The Administrator
accepts such appointment and agrees to render the services herein set forth, for
the compensation herein provided.
2. Services as Administrator
-------------------------
(a) Subject to the direction and control of the Fund's Board of Directors
and utilizing information provided by the Fund and its agents, the Administrator
will: (1) provide office space, facilities, equipment and personnel to carry out
its services hereunder; (2) compile data for and prepare with respect to the
Fund timely Notices to the Securities and Exchange Commission (the "Commission")
required pursuant to Rule 24f-2 under the Act of 1940 and Semi-Annual Reports on
Form N-SAR; (3) prepare for execution by the Fund and file all federal income
and excise tax returns and state income tax returns (and such other required tax
filings as may be agreed to by the parties) other than those required to be made
by the Fund's custodian and transfer agent; (4) prepare compliance filings
relating to the registration of the securities of the Fund pursuant to state
securities laws with the advice of the Fund's counsel; (5) prepare the Annual
and Semi-Annual Reports required pursuant to Section 30(d) under the Act; (6)
assist to the extent requested by the Fund with the preparation of the
Registration Statement for the Fund (on Form N-1A or any replacement therefor)
and any amendments thereto, and proxy materials; (7) monitor the Fund's expense
accruals and cause all appropriate
expenses to be paid from Fund assets on proper authorization from the Fund; (8)
monitor the Fund's status as a regulated investment company under Subchapter M
of the Internal Revenue Code of 1986, as amended, from time to time; (9) assist
in the acquisition of the Fund's fidelity bond required by the Act, monitor the
amount of the bond and make the necessary Commission filings related thereto;
(10) from time to time as the Administrator deems appropriate, check the Fund's
compliance with the policies and limitations of the Fund relating to the
portfolio investments as set forth in the Prospectus, Statement of Additional
Information, By-laws and Articles of Incorporation (but this function shall not
relieve the Fund's investment adviser of its primary day-to-day responsibility
for assuring such compliance); (11) maintain, and/or coordinate with the other
service providers the maintenance of, the accounts, books and other documents
required pursuant to Rule 31a-1(a) and (b) under the Act; and (12) generally
assist in the Fund's administrative operations. In addition, the Administrator
will monitor the Fund's arrangements with respect to services provided pursuant
to any plan of distribution including reporting to the Board of Directors with
respect to the amounts paid or payable by the Fund from time to time under the
plan and the nature of the services provided, and maintaining appropriate
records in connection with its monitoring duties. The duties of the
Administrator shall be confined to those expressly set forth herein, and no
implied duties are assumed by or may be asserted against the Administrator
hereunder.
(b) The Directors of the Fund shall cause the officers, adviser,
distributor, legal counsel, independent accountants, custodian and transfer
agent for the Fund to cooperate with the Administrator and to provide the
Administrator, upon request, with such information, documents and advice
relating to the Fund as is within the possession or knowledge of such persons,
in order to enable the Administrator to perform its duties hereunder. In
connection with its duties hereunder, the Administrator shall be entitled to
rely, and shall be held harmless by the Fund when acting in reliance, upon the
instruction, advice, information or any documents relating to the Fund provided
to the Administrator by any of the aforementioned persons. Fees charged by such
persons shall be a Fund expense. The Administrator shall be entitled to rely on
any document which it reasonably believes to be genuine and to have been signed
or presented by the proper party. The Administrator shall not be held to have
notice of any change of authority of any officer, agent or employee of the Fund
until receipt of written notice thereof from the Fund.
(c) In compliance with the requirements of Rule 31a-3 under the Act, the
Administrator hereby agrees that all records which it maintains for the Fund are
the property of the Fund and further agrees to surrender promptly to the Fund
any of such records upon the Fund's request. The Administrator further agrees to
preserve for the periods prescribed by Rule 31a-2 under the Act the records
described in (a) above which are maintained by the Administrator for the Fund.
(d) The Fund acknowledges that this Agreement, and the Administrator's
monitoring and other functions hereunder, does not relieve the Fund's Board of
its oversight responsibilities under the Act and applicable corporate law, or
the investment adviser's responsibilities, for compliance matters including but
not limited to compliance
with the Act, the Internal Revenue Code of 1986, as amended, and the policies
and limitations of the Fund relating to the portfolio investments as set forth
in the Prospectus and Statement of Additional Information.
3. Fees; Delegation; Expenses
--------------------------
(a) In consideration of the services rendered pursuant to this Agreement,
the Fund will pay the Administrator a fee, computed daily and payable monthly,
at the annual rate of fifteen one-hundredths of one percent (0.15%) on the first
$50,000,000 of the Fund's average daily net assets and five one-hundredths of
one percent (0.05%) on the Fund's average daily net assets in excess of
$50,000,000. In addition, the Fund will reimburse the Administrator its
reasonable out-of-pocket expenses. Out-of-pocket expenses include, but are not
limited to, travel, lodging and meals in connection with travel on behalf of the
Fund, programming and related expenses (previously incurred or to be incurred by
Administrator) in connection with providing electronic transmission of data
between the Administrator and the Funds' other service providers, brokers,
dealers and depositories, and photocopying, postage and overnight delivery
expenses. The minimum annual fee to be paid by the Fund to the Administrator
hereunder (exclusive of out-of-pocket expenses) shall be $38,500 per year. Fees
shall be paid at a rate that would aggregate at least the applicable minimum
fee.
(b) For the purpose of determining fees payable to the Administrator, net
asset value shall be computed in accordance with the Fund's Prospectus and
resolutions of the Fund's Board of Directors. The fee for the period from the
day of the month this Agreement is entered into until the end of that month
shall be pro-rated according to the proportion which such period bears to the
full monthly period. Upon any termination of this Agreement before the end of
any month, the fee for such part of a month shall be pro-rated according to the
proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement. Should the Fund be
liquidated, merged with or acquired by another fund, any accrued fees shall be
immediately payable.
(c) The Administrator will from time to time employ or associate itself
with such person or persons as the Administrator may believe to be particularly
fitted to assist it in the performance of this Agreement. Such person or persons
may be officers and employees who are employed by both the Administrator and the
Fund. The compensation of such person or persons shall be paid by the
Administrator and no obligation shall be incurred on behalf of the Fund in such
respect.
(d) The Administrator will bear all expenses in connection with the
performance of its services under this Agreement except as otherwise provided
herein. Other costs and expenses to be incurred in the operation of the Fund,
including, but not limited to: taxes; interest; brokerage fees and commissions,
if any; salaries, fees and expenses of officers and Directors; Commission fees
and state Blue Sky fees; advisory and administration
fees; charges of custodians, transfer agents, dividend disbursing and accounting
services agents; security pricing services; insurance premiums; outside auditing
and legal expenses; costs of organization and maintenance of corporate
existence; typesetting, printing and mailing of prospectuses, statements of
additional information, supplements, notices and proxy materials for regulatory
purposes and for distribution to current shareholders; typesetting, printing,
mailing and other costs of shareholder reports; expenses incidental to holding
meetings of the Fund's shareholders and Directors; fund accounting fees
including pricing of portfolio securities; and any extraordinary expenses; will
be borne by the Fund or its investment adviser. Expenses incurred for
distribution of fund shares, including the typesetting, printing and mailing of
prospectuses for persons who are not shareholders of the Fund, will be borne by
the Fund, its investment adviser, or its distributor.
4. Proprietary and Confidential Information
----------------------------------------
The Administrator agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Fund all records and other
information relative to the Fund and prior, present or potential shareholders of
the Fund (and clients of said shareholders), and not to use such records and
information for any purpose other than performance of its responsibilities and
duties hereunder, except after prior notification to and approval in writing by
the Fund, which approval shall not be unreasonably withheld and may not be
withheld where the Administrator may be exposed to civil or criminal proceedings
for failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Fund.
5. Limitation of Liability
-----------------------
(a) The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Fund in connection with the
matters to which this Agreement relates, except for a loss resulting from
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement. Notwithstanding any other provision of this
Agreement, the Fund shall indemnify and hold harmless the Administrator from and
against any and all claims, demands, losses, expenses and liabilities (whether
with or without basis in fact or law) of any and every nature which the
Administrator may sustain or incur or which may be asserted against the
Administrator by any person arising out of 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 the instruction, advice,
information or documents provided to the Administrator by any party described in
Section 2(b).
(b) In the event the Fund may be asked to indemnify or hold the
Administrator harmless, the Fund shall be advised of all pertinent facts
concerning the situation in question and the Administrator shall use all
reasonable care to notify the Fund promptly concerning any situation which
presents or appears likely to present the probability of such a claim for
indemnification, but failure to do so shall not affect the rights hereunder. (As
used in Sections 5(a) and 5(b) hereof, the term "Administrator" shall include
directors, officers, employees and other corporate agents of the Administrator
as well as the corporation itself).
6. Term
----
(a) This Agreement shall become effective as of the date hereof and shall
continue until terminated as provided herein.
(b) This Agreement may be terminated at any time (i) upon mutual consent
of the parties, or (ii) by either party upon not less than ninety (90) days'
written notice to the other party (which notice may be waived by the party
entitled to the notice).
(c) The terms of this Agreement shall not be waived, altered, modified,
amended or supplemented in any manner whatsoever except by a written instrument
signed by the Administrator and the Fund.
7. Non-Exclusivity
---------------
The services of the Administrator rendered to the Fund are not deemed to
be exclusive. The Administrator may render such services and any other services
to others, including other investment companies. The Fund recognizes that from
time to time directors, officers and employees of the Administrator may serve as
directors, trustees, officers and employees of other corporations or trusts
(including other investment companies), that such other entities may include the
name of the Administrator as part of their name and that the Administrator or
its affiliates may enter into investment advisory or other agreements with such
other corporations or trusts.
8. Governing Law; Invalidity
-------------------------
This Agreement shall be governed by Wisconsin law. 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 Act, the latter shall control,
and nothing herein shall be construed in a manner inconsistent with the Act or
any rule or order of the Commission thereunder. 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 in any jurisdiction and shall not
invalidate or render unenforceable such provision in any other jurisdiction.
9. Notices
-------
Any notice required or to be permitted to be given by either party to the
other shall be in writing and shall be deemed to have been given when sent by
registered or certified
mail, postage prepaid, return receipt requested, as follows: Notice to the
Administrator shall be sent to UMB Fund Services, Inc., 000 Xxxx Xxxxxxxx
Xxxxxx, Xxxxx X, Xxxxxxxxx, XX, 00000, Attention: President, with a copy to
General Counsel, and notice to the Fund shall be sent to Keeley Investment
Corp., 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx, 00000, Attention
Xxxx Xxxxxx.
10. Entire Agreement
----------------
This Agreement constitutes the entire Agreement of the parties hereto.
11. Counterparts
------------
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original agreement 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 as of the day and year first above
written.
KEELEY SMALL CAP VALUE FUND, INC.
By:
------------------------------------
Authorized Officer
UMB FUND SERVICES, INC.
By:
-----------------------------------
Authorized Officer
