KEELEY FUNDS, INC. THIRD AMENDMENT TO THE EXPENSE CAP REIMBURSEMENT AGREEMENT
Exhibit (h)(38)
THIS THIRD AMENDMENT, dated as of the 5th day of May 2011, to the Expense Cap Reimbursement
Agreement (the “Agreement”) dated January 16, 2008 is entered into between KEELEY ASSET MANAGEMENT
CORP. (the “Adviser”) and KEELEY FUNDS, INC. (the “Company”) on behalf of the funds listed in Annex
A (each, a “Fund” and collectively, the “Funds”).
WHEREAS, the Adviser has contractually agreed to waive a portion of its advisory fee or
reimburse certain of the Funds’ operating expenses to ensure that the Funds’ total operating
expenses do not exceed the level described below, and wishes that this Agreement supersedes those
existing agreements.
NOW THEREFORE, the parties agree as follows:
The Adviser agrees that it will reduce its compensation with respect to the Funds as provided
for in the Investment Advisory Agreements between the Company and the Adviser, and/or assume
expenses for the Funds to the extent necessary to ensure that each 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 Funds’ portfolio securities do not exceed the amounts described in Annex A.
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.
This Agreement supersedes and replaces any other expense cap reimbursement agreement entered
into by the Adviser and the Company. This Agreement will expire on the dates set forth below in
Annex X.
XXXXXX FUNDS, INC.
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KEELEY ASSET MANAGEMENT CORP. | |||||
/s/ Xxxx X. Xxxxxx, Xx.
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/s/ Xxxx X. Xxxxxx, Xx.
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Date Agreement | ||||||
Name of the Fund | Expenses Cap | Expires | ||||
Keeley Small Cap Value Fund — Class A Shares
|
1.39 | % | January 31, 2012 | |||
Keeley Small Cap Value Fund — Class I Shares
|
1.14 | % | January 31, 2012 | |||
Keeley Small-Mid Cap Value Fund — Class A
|
1.39 | % | January 31, 2012 | |||
Keeley Small-Mid Cap Value Fund — Class I
|
1.14 | % | January 31, 2012 | |||
Keeley Mid Cap Value Fund — Class A
|
1.39 | % | January 31, 2012 | |||
Keeley Mid Cap Value Fund — Class I
|
1.14 | % | January 31, 2012 | |||
Keeley Small Cap Dividend Value Fund — Class A
|
1.39 | % | January 31, 2012 | |||
Keeley Small Cap Dividend Value Fund — Class I
|
1.14 | % | January 31, 2012 | |||
Keeley Mid Cap Dividend Value Fund — Class A
|
1.39 | % | October 1, 2012 | |||
Keeley Mid Cap Dividend Value Fund — Class I
|
1.14 | % | October 1, 2012 | |||
Keeley All Cap Value Fund — Class A
|
1.39 | % | January 31, 2012 | |||
Keeley All Cap Value Fund — Class I
|
1.14 | % | January 31, 2012 | |||
Keeley Alternative Value Fund — Class A
|
1.89 | % | January 31, 2012 | |||
Keeley Alternative Value Fund — Class I
|
1.64 | % | January 31, 2012 |