0000948221-05-000075 Sample Contracts

ARTICLE I CERTAIN DEFINITIONS
Custody Agreement • April 28th, 2005 • Keeley Funds, Inc. • Ohio
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EXPENSE CAP/REIMBURSEMENT AGREEMENT This Agreement is entered into as of the 7th day of April, 2005 between KEELEY ASSET MANAGEMENT CORP. (the "Adviser") and KEELEY FUNDS, Inc. (the "Company") on behalf of KEELEY Mid Cap Value Fund (the "Fund")....
Expense Cap/Reimbursement Agreement • April 28th, 2005 • Keeley Funds, Inc.

This Agreement is entered into as of the 7th day of April, 2005 between KEELEY ASSET MANAGEMENT CORP. (the "Adviser") and KEELEY FUNDS, Inc. (the "Company") on behalf of KEELEY Mid Cap Value Fund (the "Fund").

WITNESSETH:
Underwriting Agreement • April 28th, 2005 • Keeley Funds, Inc.
SUBSCRIPTION AGREEMENT
Subscription Agreement • April 28th, 2005 • Keeley Funds, Inc.

For and in consideration of the mutual agreements herein contained, John L. Keeley, Jr., hereinafter referred to as "Subscriber" hereby agrees to purchase from Keeley Funds, Inc., a Maryland corporation (the "Corporation"), and Corporation agrees to sell to Subscriber 15,000 shares of capital stock of the Corporation, series KEELEY Mid Cap Value Fund, at the price of $10.00 per share. Subscriber agrees to pay $150,000 to the Corporation upon demand.

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