0001193125-14-457811 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • December 31st, 2014 • Keeley Funds, Inc.

This Investment Advisory Agreement (the “Agreement”) is made and entered into on this 20th day of November, 2014 by and between KEELEY FUNDS, INC., a Maryland corporation (the “Company”), and KEELEY ASSET MANAGEMENT CORP., an Illinois corporation (the “Adviser”).

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KEELEY FUNDS, INC. AMENDED AND RESTATED EXPENSE CAP REIMBURSEMENT AGREEMENT
Expense Cap Reimbursement Agreement • December 31st, 2014 • Keeley Funds, Inc.

THIS AMENDED AND RESTATED EXPENSE CAP REIMBURSEMENT AGREEMENT, dated as of the 20th day of November, 2014 (the “Agreement”), 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”).

KEELEY FUNDS, INC. TENTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 31st, 2014 • Keeley Funds, Inc.

THIS TENTH AMENDMENT effective as of the 1st day of December, 2011, 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, November 3, 2009, February 2, 2010 and September 15, 2011 (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. TENTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Fund Accounting Servicing Agreement • December 31st, 2014 • Keeley Funds, Inc.

THIS TENTH AMENDMENT effective as of the 20th day of November, 2014, 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, November 3, 2009, February 2, 2010, September 15, 2011 and December 1, 2011 (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 UNDERWRITING AGREEMENT
Underwriting Agreement • December 31st, 2014 • Keeley Funds, Inc.

THIS SEVENTH AMENDMENT, dated as of the 20th day of November, 2014, to the Underwriting Agreement, dated April 7, 2005, as amended February 14, 2006, August 15, 2007, December 21, 2007, November 3, 2009, February 2, 2010 and May 5, 2011 (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. ELEVENTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Transfer Agent Servicing Agreement • December 31st, 2014 • Keeley Funds, Inc.

THIS ELEVENTH AMENDMENT effective as of the 20th day of November, 2014, 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, November 3, 2009, February 2, 2010, September 15, 2011 and December 1, 2011 (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. AMENDED AND RESTATED CUSTODY AGREEMENT
Custody Agreement • December 31st, 2014 • Keeley Funds, Inc. • Minnesota

THIS AGREEMENT, originally made and entered into as of April 15, 2005, as amended, is by and between KEELEY FUNDS, INC., a Maryland corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”) is hereby amended and restated as of December 1, 2014.

FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • December 31st, 2014 • Keeley Funds, Inc. • Wisconsin

THIS AGREEMENT is made and entered into as of this 20th day of November, 2014, by and between KEELEY FUNDS, INC., a Maryland corporation (the “Company”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”). This Agreement supersedes and replaces the Fund Administration Servicing Agreement dated as of October 1, 2006 between KEELEY FUNDS, INC. and U.S. BANCORP FUND SERVICES, LLC.

KEELEY FUNDS, INC. NINTH AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Accounting Servicing Agreement • December 31st, 2014 • Keeley Funds, Inc.

THIS NINTH AMENDMENT effective as of the 1st day of December, 2011, 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, November 3, 2009, February 2, 2010 and September 15, 2011 (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”).

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