0000894189-07-000318 Sample Contracts

KEELEY FUNDS, INC. FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • January 30th, 2007 • Keeley Funds, Inc. • Wisconsin

THIS AGREEMENT is made and entered into as of this 1st day of October, 2006, by and between KEELEY FUNDS, INC., a Maryland corporation (the “Company”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

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AMENDMENT NO. 1 TO EXPENSE CAP/REIMBURSEMENT AGREEMENT
Expense Cap/Reimbursement Agreement • January 30th, 2007 • Keeley Funds, Inc.

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 Mid Cap Value Fund (the "Fund").

KEELEY FUNDS, INC. AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • January 30th, 2007 • Keeley Funds, Inc.

THIS AMENDMENT dated this 1st day of August, 2005, to the Custody Agreement, dated April 15, 2005, (the "Agreement"), is entered by and between Keeley Funds, Inc., a Maryland corporation (the "Company”) and U.S. Bank, N.A., a national banking association (the "Custodian").

KEELEY FUNDS, INC. SECOND AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • January 30th, 2007 • Keeley Funds, Inc.

THIS SECOND AMENDMENT dated as of the 10 day of April, 2006 to the Transfer Agent Servicing Agreement, dated as of the 15th day of April, 2005, as amended January 13, 2006 (the "Agreement"), is entered by and between Keeley Funds, Inc., a Maryland corporation (the "Company”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

AMENDMENT NO. 1 TO AMENDED AND RESTATED EXPENSE CAP/REIMBURSEMENT AGREEMENT
Expense Cap/Reimbursement Agreement • January 30th, 2007 • Keeley Funds, Inc.

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").

KEELEY FUNDS, INC. SECOND AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • January 30th, 2007 • Keeley Funds, Inc.

THIS SECOND AMENDMENT dated as of this 10 day of April, 2006, to the Custody Agreement, dated April 15, 2005, as amended August 1, 2005, (the "Agreement"), is entered by and between Keeley Funds, Inc., a Maryland corporation (the "Company”) and U.S. Bank, N.A., a national banking association (the "Custodian").

KEELEY FUNDS, INC. FIRST AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • January 30th, 2007 • Keeley Funds, Inc.

THIS FIRST AMENDMENT dated as of the 13th day of January, 2006 to the Transfer Agent Servicing Agreement, dated as of the 15th day of April, 2005, (the "Agreement"), is entered by and between Keeley Funds, Inc., a Maryland corporation (the "Company”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

KEELEY FUNDS, INC. AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • January 30th, 2007 • Keeley Funds, Inc.

THIS AMENDMENT dated as of the 10 day of April, 2006 to the Fund Accounting Servicing Agreement, dated as of the 15th day of April, 2005, (the "Agreement"), is entered by and between Keeley Funds, Inc., a Maryland corporation (the "Company”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

KEELEY FUNDS, INC. THIRD AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • January 30th, 2007 • Keeley Funds, Inc.

THIS AMENDMENT dated as of this 1st day of October, 2006, to the Custody Agreement, dated April 15, 2005, as amended August 1, 2005 and April 10, 2006 (the "Agreement"), is entered by and between KEELEY FUNDS, INC., a Maryland corporation (the “Company”) and U.S. BANK, N.A., a national banking association (the "Custodian").

KEELEY FUNDS, INC. SECOND AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • January 30th, 2007 • Keeley Funds, Inc.

THIS SECOND AMENDMENT dated as of this 1st day of October, 2006, to the Fund Accounting Servicing Agreement, dated April 15, 2005, as amended April 10, 2006 (the "Agreement"), is entered by and between KEELEY FUNDS, INC., a Maryland Corporation (the "Company") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

KEELEY FUNDS, INC. THIRD AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • January 30th, 2007 • Keeley Funds, Inc.

THIS AMENDMENT dated as of this 1st day of October, 2006, to the Transfer Agent Servicing Agreement, dated April 15, 2005, as amended January 13, 2006 and April 10, 2006 (the "Agreement"), is entered by and between KEELEY FUNDS, INC., a Maryland corporation, (the "Company") and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company ("USBFS").

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