AMENDED AND RESTATED
ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of this 12th day of August, 1997, by and between
KEELEY Small Cap Value Fund, Inc., a Maryland corporation (the "Fund"), and
Sunstone Financial Group, 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.
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,
unless sooner terminated as provided herein, shall continue in effect until
August 12, 1998. Thereafter, if not terminated, this Agreement shall continue
automatically in effect for successive annual periods, unless written notice not
to renew is given by the non-renewing party to the other party at least sixty
days prior to the expiration of the then-current term; provided such continuance
is specifically approved at least annually (i) by the Fund's Board of Directors
or (ii) by a vote of a majority (as defined in the Act) of the outstanding
voting securities of the Fund, and in either event the continuance is also
approved by the majority of the Fund Directors who are not interested persons
(as defined in the Act) of any party to this Agreement.
(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 Sunstone Financial Group,
Inc., 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX, 00000, Attention Xxxxxx
X. Xxxxxxx, 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.
/s/ Xxxx Xxxxxx, Jr.
By: __________________________________
SUNSTONE FINANCIAL GROUP, INC.
/s/ Xxx Xxxxxxx
By:__________________________________
President
