EXPENSE CAP/REIMBURSEMENT AGREEMENT
Exh.h.15
EXPENSE
CAP/REIMBURSEMENT AGREEMENT
This
Agreement is entered into as of
the [___] day of [___], 2007 between KEELEY ASSET MANAGEMENT
CORP. (the "Adviser") and KEELEY FUNDS, Inc. (the
"Company") on behalf of KEELEY Small-Mid Cap Value Fund (the
"Fund").
WHEREAS,
the Adviser desires to 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 the level described
below.
NOW
THEREFORE, the parties agree as follows:
The
Adviser agrees that until
September 30, [___], 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 [____], 2007, 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:
|
-
|
[
%] of the Fund’s average daily net assets for Class A
Shares; and
|
|
-
|
[
%] of the Fund’s average daily net assets for Class I
Shares.
|
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.
_______________________
Xxxx
X.
Xxxxxx, Xx., President
KEEELY
ASSET MANAGEMENT CORP.
By:
XXXX
X. XXXXXX, XX.
_______________________
Xxxx
X.
Xxxxxx, Xx., President
