Exhibit H-4
EXPENSE CAP/REIMBURSEMENT AGREEMENT
This Agreement is entered into as of the 14th day of February, 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, 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, 2007, 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 2.00% of the Fund's
average daily net assets.
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.
KEELEY FUNDS, INC.
By: /s/ XXXX X. XXXXXX, XX.
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Xxxx X. Xxxxxx, Xx., President
KEELEY ASSET MANAGEMENT CORP.
By: /s/ XXXX X. XXXXXX, XX.
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Xxxx X. Xxxxxx, Xx., President
