Common use of ENGAGEMENT OF THE ADVISER Clause in Contracts

ENGAGEMENT OF THE ADVISER. The Adviser shall manage the investment and reinvestment of the assets of the series of the Fund designated as Keeley Small-Mid Cap Value Fund (the “Fund”), subject to the supervision of the board of directors of the Corporation, for the period and on the terms set forth in this Agreement. The Adviser shall give due consideration to the investment policies and restrictions and the other statements concerning the Fund in the Corporation’s articles of incorporation, bylaws, and to the provisions of any applicable law. The Adviser shall be deemed for all purposes to be an independent contractor and not an agent of the Corporation, and unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Corporation in any way. The Adviser is authorized to make the decisions to buy and sell securities of the Corporation, to place the Corporation's portfolio transactions with securities broker-dealers, and to negotiate the terms of such transactions, including brokerage commissions on brokerage transactions, on behalf of the Corporation. The Adviser is authorized to exercise discretion within the Corporation's policy concerning allocation of its portfolio brokerage, including allocation to brokers who provide research and other services to the Corporation, and to Keeley Investment Corp., as permitted by law, and in each case in so doing shall not be required to make any reduction in its investment advisory fees.

ENGAGEMENT OF THE ADVISER. The Adviser shall manage the investment and reinvestment of the assets of the series of the Fund designated as Keeley Small-Mid Small Cap Value Fund (the “Fund”), subject to the supervision of the board of directors of the Corporation, for the period and on the terms set forth in this Agreement. The Adviser shall give due consideration to the investment policies and restrictions and the other statements concerning the Fund in the Corporation’s articles of incorporation, bylaws, and to the provisions of any applicable law. The Adviser shall be deemed for all purposes to be an independent contractor and not an agent of the Corporation, and unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Corporation in any way. The Adviser is authorized to make the decisions to buy and sell securities of the Corporation, to place the Corporation's portfolio transactions with securities broker-dealers, and to negotiate the terms of such transactions, including brokerage commissions on brokerage transactions, on behalf of the Corporation. The Adviser is authorized to exercise discretion within the Corporation's policy concerning allocation of its portfolio brokerage, including allocation to brokers who provide research and other services to the Corporation, and to Keeley Investment Corp., as permitted by law, and in each case in so doing shall not be required to make any reduction in its investment advisory fees.

ENGAGEMENT OF THE ADVISER. The Adviser shall manage the investment and reinvestment of the assets of the series of the Fund designated as Keeley Small-Mid All Cap Value Fund (the “"Fund”"), subject to the supervision of the board of directors of the Corporation, for the period and on the terms set forth in this Agreement. The Adviser shall give due consideration to the investment policies and restrictions and the other statements concerning the Fund in the Corporation’s 's articles of incorporation, bylaws, and to the provisions of any applicable law. The Adviser shall be deemed for all purposes to be an independent contractor and not an agent of the Corporation, and unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Corporation in any way. The Adviser is authorized to make the decisions to buy and sell securities of the Corporation, to place the Corporation's portfolio transactions with securities broker-dealers, and to negotiate the terms of such transactions, including brokerage commissions on brokerage transactions, on behalf of the Corporation. The Adviser is authorized to exercise discretion within the Corporation's policy concerning allocation of its portfolio brokerage, including allocation to brokers who provide research and other services to the Corporation, and to Keeley Investment Corp., as permitted by law, and in each case in so doing shall not be required to make any reduction in its investment advisory fees.

ENGAGEMENT OF THE ADVISER. The Adviser shall manage the investment and reinvestment of the assets of the series of the Fund designated as Keeley Small-Mid Small Cap Dividend Value Fund (the “Fund”), subject to the supervision of the board of directors of the Corporation, for the period and on the terms set forth in this Agreement. The Adviser shall give due consideration to the investment policies and restrictions and the other statements concerning the Fund in the Corporation’s articles of incorporation, bylaws, and to the provisions of any applicable law. The Adviser shall be deemed for all purposes to be an independent contractor and not an agent of the Corporation, and unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Corporation in any way. The Adviser is authorized to make the decisions to buy and sell securities of the Corporation, to place the Corporation's ’s portfolio transactions with securities broker-dealers, and to negotiate the terms of such transactions, including brokerage commissions on brokerage transactions, on behalf of the Corporation. The Adviser is authorized to exercise discretion within the Corporation's ’s policy concerning allocation of its portfolio brokerage, including allocation to brokers who provide research and other services to the Corporation, and to Keeley Investment Corp., as permitted by law, and in each case in so doing shall not be required to make any reduction in its investment advisory fees.

ENGAGEMENT OF THE ADVISER. The Adviser shall manage the investment and reinvestment of the assets of the series of the Fund designated as Keeley Small-Mid Cap Value Fund (the “Fund”), subject to the supervision of the board of directors of the CorporationFund, for the period and on the terms set forth in this Agreement. The Adviser adviser shall give due consideration to the investment policies and restrictions and the other statements concerning the Fund in the Corporation’s Fund's restated articles of incorporation, bylaws, and registration statements under the Investment Company Act of 1940 ("1940 Act") and the Securities Act of 1933, and to the provisions of any the Internal Revenue Code applicable lawto the fund as a regulated investment company. The Adviser shall be deemed for all purposes to be an independent contractor and not an agent of the CorporationFund, and unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Corporation Fund in any way. The Adviser is authorized to make the decisions to buy and sell securities of the CorporationFund, to place the CorporationFund's portfolio transactions with securities broker-dealers, and to negotiate the terms of such transactions, including brokerage commissions on brokerage transactions, on behalf of the CorporationFund. The Adviser is authorized to exercise discretion within the CorporationFund's policy concerning allocation of its portfolio brokerage, including allocation to brokers who provide research and other services to the Corporation, and to Keeley Investment Corp., as permitted by law, including but not limited to section 28(e) of the Securities Exchange Act of 1934, and in each case in so doing shall not be required to make any reduction in its investment advisory fees.

ENGAGEMENT OF THE ADVISER. The Adviser shall manage the investment and reinvestment of the assets of the each series of the Fund Company set forth in Exhibit A to this Agreement, as such series may be so designated as Keeley Small-Mid Cap Value Fund and amended from time to time (each, a “Fund” and collectively, the “FundFunds”), subject to the supervision of the board of directors of the CorporationCompany, for the period and on the terms set forth in this Agreement. The Adviser shall give due consideration to the investment policies and restrictions and the other statements concerning the each Fund in the CorporationCompany’s articles of incorporation, bylaws, and to the provisions of any applicable law. The Adviser shall be deemed for all purposes to be an independent contractor and not an agent of the CorporationCompany, and unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Corporation Company in any way. The Adviser is authorized to make the decisions to buy and sell securities of the CorporationFunds, to place the Corporation's Funds’ portfolio transactions with securities broker-dealers, and to negotiate the terms of such transactions, including brokerage commissions on brokerage transactions, on behalf of the Corporationeach Fund. The Adviser is authorized to exercise discretion within the Corporation's Company’s policy concerning allocation of its portfolio brokerage, including allocation to brokers who provide research and other services to the CorporationCompany, and to Keeley Investment Corp., as permitted by law, and in each case in so doing shall not be required to make any reduction in its investment advisory fees.

ENGAGEMENT OF THE ADVISER. The Adviser shall manage the investment and reinvestment of the assets of the each series of the Fund Company set forth in Exhibit A to this Agreement, as such series may be so designated as Keeley Small-Mid Cap Value Fund and amended from time to time (each, a “Fund” and collectively, the “FundFunds”), subject to the supervision of the board of directors of the CorporationCompany, for the period and on the terms set forth in this Agreement. The Adviser shall give due consideration to the investment policies and restrictions and the other statements concerning the each Fund in the CorporationCompany’s articles of incorporation, bylaws, and to the provisions of any applicable law. The Adviser shall be deemed for all purposes to be an independent contractor and not an agent of the CorporationCompany, and unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Corporation Company in any way. The Adviser is authorized to make the decisions to buy and sell securities of the CorporationFunds, to place the Corporation's Funds’ portfolio transactions with securities broker-dealers, and to negotiate the terms of such transactions, including brokerage commissions on brokerage transactions, on behalf of the Corporationeach Fund. The Adviser is authorized to exercise discretion within the Corporation's Company’s policy concerning allocation of its portfolio brokerage, including allocation to brokers who provide research and other services to the Corporation, and to Keeley Investment Corp.Company, as permitted by law, and in each case in so doing shall not be required to make any reduction in its investment advisory fees.

ENGAGEMENT OF THE ADVISER. The Adviser shall manage the investment and reinvestment of the assets of the series of the Fund Company designated as Keeley Small-Mid International Small Cap Value Fund (the “Fund”), subject to the supervision of the board of directors of the CorporationCompany, for the period and on the terms set forth in this Agreement. The Adviser shall give due consideration to the investment policies and restrictions and the other statements concerning the Fund in the CorporationCompany’s articles of incorporation, bylaws, and to the provisions of any applicable law. The Adviser shall be deemed for all purposes to be an independent contractor and not an agent of the CorporationCompany, and unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Corporation Company in any way. The Adviser is authorized to make the decisions to buy and sell securities of the CorporationFund, to place the Corporation's Fund’s portfolio transactions with securities broker-dealers, and to negotiate the terms of such transactions, including brokerage commissions on brokerage transactions, on behalf of the CorporationFund. The Adviser is authorized to exercise discretion within the Corporation's Company’s policy concerning allocation of its portfolio brokerage, including allocation to brokers who provide research and other services to the CorporationCompany, and to Keeley Investment Corp., as permitted by law, and in each case in so doing shall not be required to make any reduction in its investment advisory fees.

ENGAGEMENT OF THE ADVISER. The Adviser shall manage the investment and reinvestment of the assets of the series of the Fund designated as Keeley Small-Mid Cap Value Fund (the “"Fund”"), subject to the supervision of the board of directors of the Corporation, for the period and on the terms set forth in this Agreement. The Adviser shall give due consideration to the investment policies and restrictions and the other statements concerning the Fund in the Corporation’s 's articles of incorporation, bylaws, and to the provisions of any applicable law. The Adviser shall be deemed for all purposes to be an independent contractor and not an agent of the Corporation, and unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Corporation in any way. The Adviser is authorized to make the decisions to buy and sell securities of the Corporation, to place the Corporation's portfolio transactions with securities broker-dealers, and to negotiate the terms of such transactions, including brokerage commissions on brokerage transactions, on behalf of the Corporation. The Adviser is authorized to exercise discretion within the Corporation's policy concerning allocation of its portfolio brokerage, including allocation to brokers who provide research and other services to the Corporation, and to Keeley Investment Corp., as permitted by law, and in each case in so doing shall not be required to make any reduction in its investment advisory fees.

ENGAGEMENT OF THE ADVISER. The Adviser shall manage the investment and reinvestment of the assets of the series of the Fund Company designated as Keeley Small-Mid Cap Dividend Value Fund (the “Fund”), subject to the supervision of the board of directors of the CorporationCompany, for the period and on the terms set forth in this Agreement. The Adviser shall give due consideration to the investment policies and restrictions and the other statements concerning the Fund in the CorporationCompany’s articles of incorporation, bylaws, and to the provisions of any applicable law. The Adviser shall be deemed for all purposes to be an independent contractor and not an agent of the CorporationCompany, and unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Corporation Company in any way. The Adviser is authorized to make the decisions to buy and sell securities of the CorporationFund, to place the Corporation's Fund’s portfolio transactions with securities broker-dealers, and to negotiate the terms of such transactions, including brokerage commissions on brokerage transactions, on behalf of the CorporationFund. The Adviser is authorized to exercise discretion within the Corporation's Company’s policy concerning allocation of its portfolio brokerage, including allocation to brokers who provide research and other services to the CorporationCompany, and to Keeley Investment Corp., as permitted by law, and in each case in so doing shall not be required to make any reduction in its investment advisory fees.

ENGAGEMENT OF THE ADVISER. The Adviser shall manage the investment and reinvestment of the assets of the series of the Fund designated as Keeley Small-Mid Cap Alternative Value Fund (the “Fund”), subject to the supervision of the board of directors of the Corporation, for the period and on the terms set forth in this Agreement. The Adviser shall give due consideration to the investment policies and restrictions and the other statements concerning the Fund in the Corporation’s articles of incorporation, bylaws, and to the provisions of any applicable law. The Adviser shall be deemed for all purposes to be an independent contractor and not an agent of the Corporation, and unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Corporation in any way. The Adviser is authorized to make the decisions to buy and sell securities of the Corporation, to place the Corporation's ’s portfolio transactions with securities broker-dealers, and to negotiate the terms of such transactions, including brokerage commissions on brokerage transactions, on behalf of the Corporation. The Adviser is authorized to exercise discretion within the Corporation's ’s policy concerning allocation of its portfolio brokerage, including allocation to brokers who provide research and other services to the Corporation, and to Keeley Investment Corp., as permitted by law, and in each case in so doing shall not be required to make any reduction in its investment advisory fees.