0001193125-19-018698 Sample Contracts

MASTER CUSTODIAN AGREEMENT
Master Custodian Agreement • January 28th, 2019 • Keeley Funds, Inc. • Massachusetts

This Agreement is made as of October 1, 2018 (this “Agreement”), between each management investment company identified on Appendix A and each management investment company which becomes a party to this Agreement in accordance with the terms hereof (in each case, a “Fund”), including, if applicable, each series of the Fund identified on Appendix A and each series which becomes a party to this Agreement in accordance with the terms hereof, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (the “Custodian”).

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TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • January 28th, 2019 • Keeley Funds, Inc. • Massachusetts

THIS AGREEMENT made as of the 5th day of October 2018, by and between the Keeley Funds, Inc. and each of the entities individually and not jointly, as listed on Schedule A, having their principal office and place of business at 111 West Jackson Blvd., Suite 810, Chicago, IL 60604 (collectively, the “Funds” and individually, the “Fund”) and DST ASSET MANAGER SOLUTIONS, INC., a Massachusetts corporation having its principal office and place of business at 2000 Crown Colony Drive, Quincy, Massachusetts 02169-0953 (the “Transfer Agent”).

KEELEY FUNDS, INC. OPERATING EXPENSES LIMITATION AGREEMENT
Operating Expenses Limitation Agreement • January 28th, 2019 • Keeley Funds, Inc. • New York

THIS OPERATING EXPENSES LIMITATION AGREEMENT (the “Agreement”) is effective as of the 1st day of October, 2018, by and between Keeley Funds, Inc., a Maryland corporation, on behalf of its series, KEELEY Mid Cap Dividend Value Fund, KEELEY Small Cap Dividend Value Fund, KEELEY Small Cap Value Fund, and KEELEY Small-Mid Cap Value Fund (each, a “Fund” and together, the “Funds”) and each of the Funds’ classes of shares listed on Appendix A (each, a “Class”), and the Funds’ investment adviser, Keeley-Teton Advisors, LLC (the “Adviser”).

KEELEY FUNDS, INC. FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • January 28th, 2019 • Keeley Funds, Inc. • New York

THIS AGREEMENT is made and entered into as of this 1st day of October 2018, by and between KEELEY FUNDS, INC., a Maryland corporation (the “Company” and each series thereof a “Fund”) and Gabelli Funds, LLC, a New York limited liability company (“Gabelli”).

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 28th, 2019 • Keeley Funds, Inc.

This Investment Advisory Agreement (the “Agreement”) is made and entered into on this 1st day of October, 2018 by and between KEELEY FUNDS, INC., a Maryland corporation (the “Company”), and KEELEY-TETON ADVISORS, LLC, a Delaware limited liability corporation (the “Adviser”).

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