KEELEY Funds


Proposed Resolution
________________________________________________________________________________

Renewal of Fidelity Bond and Approval of Joint Insurance Agreement


     WHEREAS, the Keeley Small Cap Value Fund, Inc. ("KSCVF") and Keeley Funds,
Inc. ("KFI") are required to maintain a fidelity bond against larceny and
embezzlement pursuant to Section 17(g) and Rule 17g-1 under the Investment
Company Act of 1940, as amended ("Section 17(g)"); and

     WHEREAS, KFI, a corporation which has registered under the 1940 Act a
series named Keeley Mid Cap Value Fund ("KMCVF") and a series named Keeley All
Cap Value Fund ("KACVF"), has requested that it participate KMCVF and KACVF in
KSCVF's fidelity bond, rather than obtaining a single insured bond, under an
arrangement in which the amount of the bond would be increased to cover both the
minimum required for KSCVF and the minimum required for KMCVF and KACVF, and the
premium for the bond would be allocated between the three funds; and

     WHEREAS, the Boards of Directors of both KSCVF, KMCVF and KACVF has
considered permitting KFI to participate in KSCVF's fidelity bond, and has
reviewed various issues related to such joint bond, including the higher amount
of total coverage, the nature of the business activities of KFI, the amount of
net assets of the Fund, KMCVF and KACVF, the number of persons having access to
assets of the Fund and KFI, the total net assets of the Fund, KMCVF and KACVF,
the types of portfolios maintained by KSCVF and KFI, the persons covered, the
amount of the premium allocated to KFI and other relevant factors, and has also
considered the possibility that the Fund's premium cost on renewal may be
decreased as a result of a joint bond; and

     THEREFORE, BE IT RESOLVED, that the officers of the KSCVF are hereby
authorized to renew the blanket bond in the amount of $2,500,000 from National
Union Fire Insurance Company of Pittsburgh, PA and that the appropriate officers
of the Fund are hereby authorized to increase the amount of the bond as may be
necessary to satisfy the requirements of Rule 17g-1(d) under the Investment
Company Act of 1940; and

     FURTHER RESOLVED, that the amount of the fidelity bond coverage is approved
after consideration of all factors deemed relevant by the Board, including, but
not limited to, existing and projected value of the aggregate assets of the
Funds to which any covered person may have access, the estimated amount of the
premium for such bond, the type and terms of the arrangements made for the
custody and safekeeping of such assets and the nature of the securities in the
Funds' investment portfolios.

     FURTHER RESOLVED, that the Joint Insurance Agreement in the form attached
hereto is hereby approved, and the appropriate officers are authorized to
execute such agreement for and on behalf of KSCVF, KMCVF and KACVF.


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KEELEY Funds


Proposed Resolution
________________________________________________________________________________

     FURTHER RESOLVED, that based upon the relative risks presented by the three
insureds to the joint bond, the relative sizes of the three mutual funds so
insured, the relative size of a single bond for each insured, the amount of the
bond, the amount of the premium for such bond, the amount of premium which each
of the insured would have paid if each maintained a single bond, and all other
relevant factors, premiums shall be allocated between KSCVF, KMCVF and KACVF
based on their respective net assets at the time of the renewal.

     FURTHER RESOLVED, that John L. Keeley, Jr. is hereby designated, as
required by Rule 17g-1(h), to make the filings and give the notices required
under Rule 179-1(g)

FURTHER RESOLVED, that this Board of Directors, including all of the directors
who are not interested persons of KFI and KSCVF, do hereby determine that
participation in the joint policy is in the best interest of the Funds and the
allocation of premiums is fair and reasonable, the officers of KSCVF and KFI
shall be, and they hereby are, authorized and directed to take such action as
may be necessary or appropriate to effect the foregoing resolutions.


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