0001206774-08-000180 Sample Contracts

AGREEMENT AND PLAN OF REORGANIZATION Keeley Small Cap Value Fund, Inc. Keeley Funds, Inc.
Agreement and Plan of Reorganization • January 25th, 2008 • Keeley Small Cap Value Fund Inc • Maryland

This Agreement and Plan of Contribution (the “Plan”) is dated as of December 26, 2007 by and among Keeley Funds, Inc. (the “Company”), a Maryland corporation, on behalf of its series, Keeley Small Cap Value Fund (“New Small Cap”), and Keeley Small Cap Value Fund, Inc. (the “Corporation”) a Maryland corporation. Each of the parties hereto agree upon the following plan of contribution:

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