0001104659-09-063006 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • November 5th, 2009 • Keeley Funds, Inc.

THIS AGREEMENT is made and entered into on this 3rd day of November, 2009, by and between KEELEY FUNDS, INC., a Maryland corporation (the “Corporation”), and KEELEY ASSET MANAGEMENT CORP., an Illinois corporation (the “Adviser”).

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KEELEY FUNDS, INC. SIXTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • November 5th, 2009 • Keeley Funds, Inc.

THIS SIXTH AMENDMENT dated as of the 3rd day of February, 2009, to the Transfer Agent Servicing Agreement dated as of April 15, 2005, as amended January 13, 2006, April 10, 2006, October 1, 2006, May 17, 2007 and December 21, 2007 (the “Agreement”), is entered into 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. SEVENTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • November 5th, 2009 • Keeley Funds, Inc.

THIS SEVENTH AMENDMENT dated as of the 3rd day of November, 2009 to the Transfer Agent Servicing Agreement, dated as of April 15, 2005, as amended on January 13, 2006, April 10, 2006, October 1, 2006 and May 17, 2007, December 21, 2007 and February 3, 2009 (the “Agreement”), is entered into 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. FOURTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • November 5th, 2009 • Keeley Funds, Inc.

THIS FOURTH AMENDMENT is dated as of the 3rd day of November, 2009 to the Fund Administration Servicing Agreement, dated October 1, 2006, as amended on August 15, 2007, December 21, 2007 and August 7, 2009 (the “Agreement”) is entered into 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. SIXTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • November 5th, 2009 • Keeley Funds, Inc.

THIS SIXTH AMENDMENT dated as of the 3rd day of November, 2009 to the Fund Accounting Servicing Agreement, dated as of the 15th day of April, 2005, as amended on April 10, 2006, October 1, 2006, August 15, 2007, December 21, 2007 and August 7, 2009 (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. FOURTH AMENDMENT TO THE UNDERWRITING AGREEMENT
Underwriting Agreement • November 5th, 2009 • Keeley Funds, Inc.

THIS FOURTH AMENDMENT dated as of the 3rd day of November, 2009 to the Underwriting Agreement, dated as of the 7th day of April, 2005, as amended February 14, 2006, August 15, 2007 and December 21, 2007 (the “Agreement”) is made and entered into by and between KEELEY FUNDS, INC., a Maryland corporation (the “Company”) and KEELEY INVESTMENT CORP., an Illinois corporation (the “Distributor”).

FIRST AMENDMENT TO THE EXPENSE CAP / REIMBURSEMENT AGREEMENT
Expense Cap / Reimbursement Agreement • November 5th, 2009 • Keeley Funds, Inc.

This Agreement is entered into as of the 3rd day of November, 2009, between KEELEY ASSET MANAGEMENT CORP. (the “Adviser”) and KEELEY FUNDS, Inc. (the “Company”) on behalf of the funds listed in Annex A (the “Fund” or the “Funds”).

KEELEY FUNDS, INC. SEVENTH AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • November 5th, 2009 • Keeley Funds, Inc.

THIS SEVENTH AMENDMENT dated as of the 3rd day of November, 2009, to the Custody Agreement, dated April 15, 2005, as amended on August 1, 2005, April 10, 2006, October 1, 2006 August 15, 2007, December 21, 2007 and August 6, 2009 (the “Agreement”), is entered into by and between KEELEY FUNDS, INC., a Maryland corporation (the “Company”) and U.S. BANK, N.A., a national banking association (the “Custodian”).

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