INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT

This Investment Advisory Agreement (the “Agreement”) is made and entered into on this 1st day of March. 2017 by and between KEELEY FUNDS, INC., a Maryland corporation (the “Company”), and KEELEY-TETON ADVISORS, LLC, a Delaware limited liability corporation (the “Adviser”).

1. ENGAGEMENT OF THE ADVISER. The Adviser shall manage the investment and reinvestment of the assets of each series of the Company set forth in Exhibit A to this Agreement, as such series may be so designated and amended from time to time (each, a “Fund” and collectively, the “Funds”), subject to the supervision of the boa  d of directors of the Company, for the period and on the terms set forth in this Agreement.  The Adviser shall give due consideration to the investment policies and restrictions and the other statements concerning each Fund in the Company’s articles of incorporation, bylaws, and to the provisions of any applicable law.  The Adviser shall be deemed for all purposes to be an independent contractor and not an agent of the Company, and unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Company in any way.

The Adviser is authorized to make the decisions to buy and sell securities of the Funds, to place the Funds’ portfolio transactions with securities broker-dealers, and to negotiate the terms of such transactions, including brokerage commissions on brokerage transactions, on behalf of each Fund.  The Adviser is authorized to exercise discretion within the Company’s policy concerning allocation of its  portfolio brokerage, including allocation to brokers who provide research and other services to the Company, and to Keeley Investment Corp., as permitted by law, and in each case in so doing shall not be required to make any reduction in its investment advisory fees.

2. EXPENSES TO BE PAID BY THE ADVISER. The Adviser shall furnish, at its own expense, office space to the Company and all necessary office facilities, equipment and personnel for managing the assets of the Company.  The Adviser shall also assume and pay all other expenses incurred by it in connection with managing the asset of the Company.

3. EXPENSES TO BE PAID BY THE COMPANY. The Company shall  pay all charges of depositories , custodians and other agencies for the safekeeping and servicing of each Fund’ s cash, securities and other property and of its transfer agents, registrars and its dividend disbursing and redemption agents, if any; all payments to the administrator; all charges of legal counsel and of independent auditors; dues; organizational expenses of the Company; all expenses in determination of price computations, placement of securities orders and related bookkeeping; all compensation of directors other than those affiliated with the Adviser and all expenses incurred in connection with their services to the Company; all 12b-1 plan expenses; all expenses of publication of notices and reports to its stockholders; all expense of proxy solicitations of the Company or its board of directors; all taxes and corporate fees payable to federal, state or other governmental agencies, domestic or foreign; all stamp or other transfer taxes; all expenses of printing and mailing certificates for shares of the Company; and all expenses of bond and insurance coverage required by law or deemed advisable by the Company’s board of directors.  In addition to the payment of expenses, the Company shall also pay all brokers’ commissions and other charges relative to the purchase and sale of portfolio securities and all other expenses not paid by the administrator.

4. COMPENSATION OF THE ADVISER. For the services to be rendered and the charges and expenses to be assumed and to be paid by the Adviser hereunder, the Company shall pay to the Adviser a fee at an annual rate as set forth in Exhibit B to this Agreement.  Such fee shall be calculated daily and paid monthly or before the 15th day immediately following each month.

5. SERVICES OF THE ADVISER NOT EXCLUSIVE. The services of the Adviser to the Company hereunder are not to be deemed exclusive, and the Adviser shall be free to render similar services to others so long as its services under this Agreement are not impaired by such other activities.

6. SERVICES OTHER THAN AS THE ADVISER. Within the limits permitted by law, the Adviser may receive compensation from the Company for services performed by it for the Company which are not within the scope of the duties of the Adviser under this Agreement.

7. LIMITATION OF LIABILITY OF THE ADVISER. The Adviser shall not be liable to the Company or its stockholders for any loss suffered by the Company or its stockholders from or as a consequence of any act or omission of the Adviser, or of any of the directors, officers, employees or agents of the Adviser, in connection with or pursuant to this Agreement, except by reason of willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its duties or by reason of reckless disregard by the Adviser of its obligations and duties under this Agreement.

8. DURATION, RENEWAL AND TERMINATION. This agreement shall continue in effect for a two-year period from the date set forth above , and thereafter from year to year only so long as such continuance is specifically approved at least annually by the board of directors of the Adviser and by either the board of directors of the Company (including a majority of those directors who are not parties to this Agreement or “interested persons” of any such party) or by vote of the holders of a “ majority of the outstanding shares of the Fund” (which term as used throughout this Agreement shall be construed in accordance with the definition of “vote of a majority of the outstanding voting securities of a company” in section 2(a)(42) of the Investment Company Act of 1940, as amended). This Agreement may be terminated by action of a majority of the directors of the Company or by the holders of a majority of the outstanding shares of the Fund upon sixty (60) days written notice to the Adviser.

9. AMENDMENT. This Agreement may not be amended wit out the affirmative vote of a majority of the directors of the Company and of the holders of a majority of the outstanding shares of the Fund, except to the extent that any such amendment is permitted under the Investment Company Act of 1940, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered in their names on their behalf by the undersigned, thereunto duly authorized, all as of the day and year first above written.

KEELEY FUNDS, INC.	KEELEY-TETON ADVISORS, LLC
/s/ Xxxxx X. Xxxxxx	/s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxx X. Xxxxxx	Name: Xxxxxx X. Xxxxxxxx
Title: President	Title: President

Exhibit A

KEELEY Small Cap Value Fund

KEELEY Small Cap Dividend Value Fund

KEELEY Small-Mid Cap Value Fund

KEELEY Mid Cap Dividend Value Fund

KEELEY All Cap Value Fund

Exhibit B

For the services to be rendered and the charges and expenses to be assumed and to be paid by the Adviser under this Agreement, the Company shall pay to the Adviser fees at the following annual rates:

FUND	AVERAGE DAILY NET ASSETS	ADVISORY FEE
KEELEY Small Cap Value Fund	- First $1 billion	- 1.00%
	- > $1 billion but < $4 billion	- 0.90%
	- > $4 billion but < $6 billion	- 0.80%
	- > $6 billion	- 0.70%
KEELEY Small Cap Dividend Value Fund	- First $350 million	- 1.00%
	- > $350 million but < $700 million	- 0.90%
	- > $700 million	- 0.80%
KEELEY Small-Mid Cap Value Fund	- First $350 million	- 1.00%
	- > $350 million but < $700 million	- 0.90%
	- > $700 million	- 0.80%
KEELEY Mid Cap Dividend Value Fund	- First $350 million	- 1.00%
	- > $350 million but < $700 million	- 0.90%
	- > $700 million	- 0.80%
KEELEY All Cap Value Fund	- First $350 million	- 1.00%
	- > $350 million but < $700 million	- 0.90%
	- > $700 million	- 0.80%

All fees shall be calculated daily and paid monthly or before the 15th day immediately following each month.