0001206774-08-000197 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 28th, 2008 • Keeley Funds, Inc.

THIS AGREEMENT is made and entered into on this 31st day of December, 2007, 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 TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • January 28th, 2008 • Keeley Funds, Inc.

THIS FIFTH AMENDMENT dated as of the 21st day of December, 2007 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 August 15, 2007 (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. THIRD AMENDMENT TO THE UNDERWRITING AGREEMENT
Underwriting Agreement • January 28th, 2008 • Keeley Funds, Inc.

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

KEELEY FUNDS, INC. FOURTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • January 28th, 2008 • Keeley Funds, Inc.

THIS FOURTH AMENDMENT dated as of the 21st day of December, 2007 to the Fund Accounting Servicing Agreement, dated April 15, 2005, as amended on April 10, 2006, October 1, 2006 and August 15, 2007 (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. SECOND AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • January 28th, 2008 • Keeley Funds, Inc.

THIS SECOND AMENDMENT is dated as of the 21st day of December, 2007 to the Fund Administration Servicing Agreement, dated October 1, 2006, as amended on March 1, 2007 and August 15, 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. FIFTH AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • January 28th, 2008 • Keeley Funds, Inc.

THIS FIFTH AMENDMENT dated as of the 21st day of December, 2007, to the Custody Agreement, dated April 15, 2005, as amended on August 1, 2005, April 10, 2006, October 1, 2006 and August 15, 2007 (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”).

EXPENSE CAP / REIMBURSEMENT AGREEMENT
Expense Cap / Reimbursement Agreement • January 28th, 2008 • Keeley Funds, Inc.

This Agreement is entered into as of the 16th day of January, 2008 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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