ADMINISTRATION AGREEMENT
THIS AGREEMENT is made as of the 26th day of April, 2005, by and
between KEELEY Funds, Inc., a Maryland corporation (the "Corporation"), and
UMB Fund Services, Inc., a Wisconsin corporation (the "Administrator").
WHEREAS, the Corporation is an open-end, management investment company
registered under the Investment Company Act of 1940, as amended (the "Act") and
is authorized to issue shares of beneficial interests ("Shares") in separate
series with each such series representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Corporation and the Administrator desire to enter into an
agreement pursuant to which the Administrator shall provide administrative
services to such investment portfolios of the Corporation as are listed on
Schedule A hereto and any additional investment portfolios the Corporation and
the Administrator may agree upon and include on Schedule A as such Schedule may
be amended from time to time (such investment portfolios and any additional
investment portfolios are individually referred to as a "Fund" and collectively
as the "Funds").
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
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The Corporation hereby appoints the Administrator as administrator of the
Funds 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
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(a) Subject to the direction and control of the Corporation's Board of
Directors and utilizing information provided by the Corporation and its agents
and other service providers, the Administrator will provide the services listed
on Schedule B hereto. 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 Corporation shall cause the officers, adviser,
distributor, legal counsel, independent accountants, custodian and transfer
agent for the Funds to cooperate with the Administrator and to provide the
Administrator, upon request, with such information, documents and advice
relating to the Funds 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 Corporation when acting in
reliance, upon the instruction, advice, information or any documents relating to
the Funds 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 Corporation until receipt of written notice thereof from the
Corporation.
(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 Funds
are the property of the Corporation and further agrees to surrender promptly to
the Corporation any of such records upon the Corporation'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 Funds.
(d) The Corporation acknowledges that this Agreement, and the
Administrator's monitoring and other functions hereunder, does not relieve the
Corporation'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, the Xxxxxxxx-Xxxxx Act of 2002, the
USA PATRIOT Act of 2002 and the policies and limitations of the Funds 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 Corporation 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 each Fund's average daily net assets and five
one-hundredths of one percent (0.05%) on each Fund's average daily net assets in
excess of $50,000,000. In addition, the Corporation 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 Funds, 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
Corporation to the Administrator hereunder (exclusive of out-of-pocket expenses)
with respect to each Fund 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 Funds' Prospectus and
resolutions of the Corporation'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 Corporation
or a 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
Corporation. The compensation of such person or persons shall be paid by the
Administrator and no obligation shall be incurred on behalf of the Corporation
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 Funds,
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 Funds' shareholders and Directors; fund accounting fees including pricing of
portfolio securities; and any extraordinary expenses; will be borne by the Funds
or their 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 Funds, will be borne by the Funds, their investment
adviser, or their distributor.
(e) The Funds shall pay the Administrator for research services and other
service interface fees such as Bloomberg, CCH, Nasdaq, etc. in accordance with
the pricing schedule provided herewith. The pricing schedule shall be amended as
new asset classes or services are added. The Administrator reserves the right to
adjust the pricing schedule from time to time to reflect changes in the
underlying costs of providing the services upon thirty (30) days' notice.
4. Proprietary and Confidential Information
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The Administrator agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Corporation all records and
other information relative to the Funds and prior, present or potential
shareholders of the Funds (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 Corporation, 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
Corporation.
5. Limitation of Liability
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(a) The Administrator shall not be liable for any error of judgment or
mistake of law or for any loss suffered by the Funds 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 Corporation 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 Corporation may be asked to indemnify or hold the
Administrator harmless, the Corporation shall be advised of all pertinent facts
concerning the situation in question and the Administrator shall use all
reasonable care to notify the Corporation 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
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(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 Corporation.
7. Non-Exclusivity
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The services of the Administrator rendered to the Corporation are not
deemed to be exclusive. The Administrator may render such services and any other
services to others, including other investment companies. The Corporation
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
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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
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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 Corporation shall be sent to
Keeley Investment Corp., 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxxxxx, 00000, Attention Xxxx Xxxxxx.
10. Entire Agreement
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This Agreement constitutes the entire Agreement of the parties hereto.
11. Counterparts
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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.
12. Blue Sky Delegation
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The Corporation hereby grants to the Administrator the limited power of
attorney on behalf of the Funds to sign Blue Sky forms and related documents in
connection with the performance of its obligations under this Agreement.
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 FUNDS, INC.
By: /s/ Xxxx X. Xxxxxx, Xx.
---------------------------------
Its: President
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UMB FUND SERVICES, INC.
By: /s/ Xxxxx Xxxxxxx
---------------------------------
Its: Executive Vice President
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SCHEDULE A
TO THE
ADMINISTRATION ACCOUNTING AGREEMENT
BY AND BETWEEN
KEELEY FUNDS, INC.
AND
UMB FUND SERVICES, INC.
NAME OF FUNDS
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KEELEY Mid Cap Value Fund
SCHEDULE B
TO THE
ADMINISTRATION AGREEMENT
BY AND BETWEEN
KEELEY FUNDS, INC.
AND
UMB FUND SERVICES, INC.
SERVICES
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Subject to the direction and control of the Corporation's Board of Directors and
utilizing information provided by the Corporation and its agents, the
Administrator will:
o provide office space, facilities, equipment and personnel to carry out its
services hereunder;
o compile data for and prepare with respect to the Funds timely Notices to
the Commission required pursuant to Rule 24f-2 under the 1940 Act and
Semi-Annual Reports on Form N-SAR;
o compile data for, prepare and file with respect to the Funds Form N-Q
required pursuant to Rule 30b-1-5 under the 1940 Act;
o prepare and review the financial statement for the Funds' Annual and
Semi-Annual Reports included in Form N-CSR as required under the
Xxxxxxxx-Xxxxx Act; assist in compiling exhibits and disclosures for Form
N-CSR as requested by the Adviser;
o assist in the preparation for execution by the Corporation 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 Corporation's custodian or transfer
agent, subject to the review and approval of the Corporation and the
Corporation's independent accountants;
o prepare the financial statements for the Annual and Semi-Annual Reports
required pursuant to Section 30(d) under the 1940 Act, subject to the
review and approval of the Corporation and the Corporation's independent
accountants;
o provide financial and Fund performance information for inclusion in the
Registration Statement for the Corporation (on Form N-1A or any
replacement therefor) and any amendments thereto, subject to the review of
Fund counsel;
o determine and periodically monitor each Fund's income and expense accruals
and cause all appropriate expenses to be paid from Fund assets on proper
authorization from the Corporation;
o assist in the acquisition of the Funds' fidelity bond required by the 1940
Act, monitor the amount of the bond and make the necessary Commission
filings related thereto;
o from time to time as the Administrator deems appropriate, check each
Fund's compliance with the policies and limitations of each Fund relating
to the portfolio investments as set forth in the Prospectus and Statement
of Additional Information and monitor each Fund's status as a regulated
investment company under Subchapter M of the Internal Revenue Code of
1986, as amended (but these functions shall not relieve the Corporation's
investment adviser and sub-advisers, if any, of their primary day-to-day
responsibility for assuring such compliance);
o 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 1940 Act;
o prepare and file state securities qualification/notice compliance filings,
with the advice of the Corporation's legal counsel, upon and in accordance
with instructions from the Corporation, which instructions will include
the states to qualify in, the amounts of Shares to initially and
subsequently qualify and the warning threshold to be maintained;
o develop with legal counsel and the secretary of the Corporation an agenda
for each board meeting and, if requested by the Directors, attend board
meetings and prepare minutes;
o prepare Form 1099s for Directors and other Fund vendors;
o calculate dividend and capital gains distributions subject to review
and approval by the Corporation and its independent accountants;
o coordinate payments with respect to services provided pursuant to the
Funds' plan of distribution, and provide reports to the Board of Directors
with respect to the amounts paid or payable by the Funds from time to time
under the plan and the nature of the services provided; and
o generally assist in the Corporation's administrative operations as
mutually agreed to by the parties.
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. These services do not include correcting, verifying or
addressing any prior actions or inactions by any Fund or by any prior service
provider. To the extent the Administrator agrees to take such actions, those
actions taken shall be deemed part of the Schedule B.
