AMENDMENT NO. 1 TO AMENDED AND RESTATED EXPENSE CAP/REIMBURSEMENT AGREEMENT
AMENDMENT
NO. 1 TO AMENDED AND RESTATED 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 All Cap Value Fund (the
"Fund").
WHEREAS,
pursuant to an Amended and Restated Expense Cap/Reimbursement Agreement (the
“Agreement”), dated as of February 14, 2006. 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, 2007; and
WHEREAS,
the parties 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
and
extend the term of the Agreement.
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 February 14, 2006, 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
