0001104659-10-017778 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • March 31st, 2010 • Keeley Funds, Inc.

THIS AGREEMENT is made and entered into on this 2nd day of February, 2010, 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. FIFTH AMENDMENT TO THE UNDERWRITING AGREEMENT
Underwriting Agreement • March 31st, 2010 • Keeley Funds, Inc.

THIS FIFTH AMENDMENT dated as of the 2nd day of February, 2010 to the Underwriting Agreement, dated as of the 7th day of April, 2005, as amended February 14, 2006, August 15, 2007, December 21, 2007 and November 3, 2009 (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”).

KEELEY FUNDS, INC. FIFTH AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • March 31st, 2010 • Keeley Funds, Inc.

THIS FIFTH AMENDMENT dated as of the 2nd day of February, 2010, to the Fund Administration Servicing Agreement, dated October 1, 2006, as amended on August 15, 2007, December 21, 2007, August 7, 2009 and November 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. SEVENTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • March 31st, 2010 • Keeley Funds, Inc.

THIS SEVENTH AMENDMENT dated as of the 2nd day of February, 2010, to the Fund Accounting Servicing Agreement, dated as of the 15th of April, 2005, as amended on April 10, 2006, October 1, 2006, August 15, 2007, December 21, 2007, August 7, 2009 and November 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. EIGHTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • March 31st, 2010 • Keeley Funds, Inc.

THIS EIGHTH AMENDMENT dated as of the 2nd day of February, 2010 to the Transfer Agent Servicing Agreement, dated as of April 15, 2005, as amended on January 13, 2006, April 10, 2006, October 1, 2006, May 17, 2007, December 21, 2007, February 3, 2009 and November 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”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • March 31st, 2010 • Keeley Funds, Inc. • Illinois

This INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”) effective as of February 2, 2010, is by and among Broadmark Asset Management, LLC (the “Sub-Advisor”), the KEELEY Funds, Inc. (the “Corporation”), on behalf of the Keeley Alternative Value Fund, a series of the Corporation (the “Fund”), and Keeley Asset Management Corp. (the “Advisor”).

KEELEY FUNDS, INC. EIGHTH AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • March 31st, 2010 • Keeley Funds, Inc.

THIS EIGHTH AMENDMENT dated as of the 2nd day of February, 2010, 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, August 6, 2009 and November 3, 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”).

SECOND AMENDMENT TO THE EXPENSE CAP / REIMBURSEMENT AGREEMENT
Expense Cap / Reimbursement Agreement • March 31st, 2010 • Keeley Funds, Inc.

This Agreement is entered into as of the 2nd day of February, 2010, 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”).

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