0001206774-07-002002 Sample Contracts

INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • August 14th, 2007 • Keeley Funds, Inc.

THIS AGREEMENT is made and entered into on this 15th day of August, 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. FOURTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT
Servicing Agreement • August 14th, 2007 • Keeley Funds, Inc.

THIS FOURTH AMENDMENT dated as of the 15th day of August, 2007 to the Transfer Agent Servicing Agreement, dated as of the 15th day of April, 2005, as amended on the 13th of January, 2006, on the 10th of April 2006, and on the 1st of October, 2006 (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").

AMENDMENT NO. 1 TO EXPENSE CAP/REIMBURSEMENT AGREEMENT
Expense Cap/Reimbursement Agreement • August 14th, 2007 • Keeley Funds, Inc.

This Amendment is entered into as of the 30th day of September, 2006 between KEELEY ASSET MANAGEMENT CORP. (the "Adviser") and KEELEY FUNDS, Inc. (the "Company") on behalf of KEELEY Mid Cap Value Fund (the "Fund").

KEELEY FUNDS, INC. THIRD AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT
Accounting Servicing Agreement • August 14th, 2007 • Keeley Funds, Inc.

THIS THIRD AMENDMENT dated as of the 15th day of August, 2007 to the Fund Accounting Servicing Agreement, dated as of the 15th day of April, 2005, as amended in date April 10, 2006 and October 1, 2006 (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").

AMENDMENT NO. 1 TO AMENDED AND RESTATED EXPENSE CAP/REIMBURSEMENT AGREEMENT
Expense Cap/Reimbursement Agreement • August 14th, 2007 • Keeley Funds, Inc.

This Amendment is entered into as of the 30th day of September, 2006 between KEELEY ASSET MANAGEMENT CORP. (the "Adviser") and KEELEY FUNDS, Inc. (the "Company") on behalf of KEELEY All Cap Value Fund (the "Fund").

KEELEY FUNDS, INC. SECOND AMENDMENT TO THE UNDERWRITING AGREEMENT
Underwriting Agreement • August 14th, 2007 • Keeley Funds, Inc.

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

EXPENSE CAP/REIMBURSEMENT AGREEMENT
Expense Cap/Reimbursement Agreement • August 14th, 2007 • Keeley Funds, Inc.

This Agreement is entered into as of the 15th day of August, 2007 between KEELEY ASSET MANAGEMENT CORP. (the "Adviser") and KEELEY FUNDS, Inc. (the "Company") on behalf of KEELEY Small-Mid Cap Value Fund (the "Fund").

KEELEY FUNDS, INC. FOURTH AMENDMENT TO THE CUSTODY AGREEMENT
Custody Agreement • August 14th, 2007 • Keeley Funds, Inc.

THIS FOURTH AMENDMENT dated as of this 15th day of August, 2007, to the Custody Agreement, dated April 15, 2005, as amended in date August 1, 2005, April 10, 2006 and October 1, 2006 (the “ Custody Agreement”), is entered by and between Keeley Funds, Inc., a Maryland corporation (the "Company”) and U.S. Bank, N.A., a national banking association (the “Custodian”).

AMENDMENT NO. 2 TO EXPENSE CAP/REIMBURSEMENT AGREEMENT
Expense Cap/Reimbursement Agreement • August 14th, 2007 • Keeley Funds, Inc.

This Amendment is entered into as of the 15th day of August, 2007 between KEELEY ASSET MANAGEMENT CORP. (the "Adviser") and KEELEY FUNDS, Inc. (the "Company") on behalf of KEELEY Mid Cap Value Fund (the "Fund").

AMENDMENT NO. 2 TO AMENDED AND RESTATED EXPENSE CAP/REIMBURSEMENT AGREEMENT
Expense Cap/Reimbursement Agreement • August 14th, 2007 • Keeley Funds, Inc.

This Amendment is entered into as of the 15th day of August, 2007, between KEELEY ASSET MANAGEMENT CORP. (the "Adviser") and KEELEY FUNDS, Inc. (the "Company") on behalf of KEELEY All Cap Value Fund (the "Fund").

KEELEY FUNDS, INC. FIRST AMENDMENT TO THE FUND ADMINISTRATION SERVICING AGREEMENT
Fund Administration Servicing Agreement • August 14th, 2007 • Keeley Funds, Inc.

THIS FIRST AMENDMENT is made and entered into as of this 15th day of August, 2007 to the Fund Administration Servicing Agreement, dated October 1, 2006 (the “Fund Administration Servicing Agreement”) 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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