0000950123-11-087063 Sample Contracts

KEELEY FUNDS, INC. SIXTH AMENDMENT TO THE UNDERWRITING AGREEMENT
Underwriting Agreement • September 27th, 2011 • Keeley Funds, Inc.

THIS SIXTH AMENDMENT, dated as of the 5th day of May 2011, to the Underwriting Agreement, dated April 7, 2005, as amended February 14, 2006, August 15, 2007, December 21, 2007, November 3, 2009 and February 2, 2010 (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”).

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KEELEY FUNDS, INC. EIGHTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • September 27th, 2011 • Keeley Funds, Inc.

THIS EIGHTH AMENDMENT, dated as of the 15th day of September 2011, to the Fund Accounting Servicing Agreement, dated April 15, 2005, as amended on April 10, 2006, October 1, 2006, August 15, 2007, December 21, 2007, August 7, 2009, November 3, 2009 and February 2, 2010 (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 ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • September 27th, 2011 • Keeley Funds, Inc.

THIS SIXTH AMENDMENT, dated as of the 15th day of September 2011, to the Fund Administration Servicing Agreement, dated October 1, 2006, as amended on August 15, 2007, December 21, 2007, August 7, 2009, November 3, 2009 and February 2, 2010 (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 ADVISORY AGREEMENT
Investment Advisory Agreement • September 27th, 2011 • Keeley Funds, Inc.

This Investment Advisory Agreement (the “Agreement”) is made and entered into on this 5th day of May 2011 by and between KEELEY FUNDS, INC., a Maryland corporation (the “Company”), and KEELEY ASSET MANAGEMENT CORP., an Illinois corporation (the “Adviser”).

KEELEY FUNDS, INC. NINTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • September 27th, 2011 • Keeley Funds, Inc.

THIS NINTH AMENDMENT, dated as of the 15th day of September 2011 to the Transfer Agent Servicing Agreement, dated April 15, 2005, as amended on January 13, 2006, April 10, 2006, October 1, 2006, May 17, 2007, December 21, 2007, February 3, 2009, November 3, 2009 and February 2, 2010 (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. NINTH AMENDMENT TO THE CUSTODY AGREEMENT
Keeley Funds, Inc. • September 27th, 2011

THIS NINTH AMENDMENT, dated as of the 15th day of September 2011, 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, November 3, 2009 and February 2, 2010 (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”).

KEELEY FUNDS, INC. THIRD AMENDMENT TO THE EXPENSE CAP REIMBURSEMENT AGREEMENT
Expense Cap Reimbursement Agreement • September 27th, 2011 • Keeley Funds, Inc.

THIS THIRD AMENDMENT, dated as of the 5th day of May 2011, to the Expense Cap Reimbursement Agreement (the “Agreement”) dated January 16, 2008 is entered into between KEELEY ASSET MANAGEMENT CORP. (the “Adviser”) and KEELEY FUNDS, INC. (the “Company”) on behalf of the funds listed in Annex A (each, a “Fund” and collectively, the “Funds”).

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