INVESTMENT ADVISORY AGREEMENT
Exhibit (d)(8)
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”).
1. ENGAGEMENT OF THE ADVISER. The Adviser shall manage the investment and reinvestment of the
assets of the series of the Company designated as Keeley Mid Cap Dividend Value Fund (the “Fund”),
subject to the supervision of the board of directors of the Company, 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 Company’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 Company, and unless
otherwise expressly provided or authorized, shall have no authority to act for or represent the
Company in any way.
The Adviser is authorized to make the decisions to buy and sell securities of the Fund, to
place the 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
Fund. The Adviser is authorized to exercise discretion within the Company’s policy concerning
allocation of its portfolio brokerage, including allocation to brokers who provide research and
other services to the Company, 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.
2. EXPENSES TO BE PAID BY THE ADVISER. The Adviser shall furnish, at its own expense, office space
to the Company and all necessary office facilities, equipment and personnel for managing the assets
of the Company. The Adviser shall also assume and pay all other expenses incurred by it in
connection with managing the assets of the Company.
3. EXPENSES TO BE PAID BY THE COMPANY. The Company shall pay all charges of depositories,
custodians and other agencies for the safekeeping and servicing of the Fund’s cash, securities and
other property and of its transfer agents, registrars and its dividend disbursing and redemption
agents, if any; all payments to the administrator; all charges of legal counsel and of independent
auditors; dues; organizational expenses of the Company; all expenses in determination of price
computations, placement of securities orders and related bookkeeping; all compensation of directors
other than those affiliated with the Adviser and all expenses incurred in connection with their
services to the Company; all 12b-1 plan expenses; all expenses of publication of notices and
reports to its stockholders; all expenses of proxy solicitations of the Company or its board of
directors; all taxes and corporate fees payable to federal, state or other governmental agencies,
domestic or foreign; all stamp or other transfer taxes; all expenses of printing and mailing
certificates for shares of the Company; and all expenses of bond and
insurance coverage required by law or deemed advisable by the Company’s board of directors. In
addition to the payment of expenses, the Company shall also pay all brokers’ commissions and other
charges relative to the purchase and sale of portfolio securities, and all other expenses not paid
by the administrator.
4. COMPENSATION OF THE ADVISER. For the services to be rendered and the charges and expenses to be
assumed and to be paid by the Adviser hereunder, the Company shall pay to the Adviser a fee at the
following annual rate: 1.00% of the net asset value of the Fund. The fee shall be calculated
daily and paid monthly or before the 15th day immediately following each month.
5. SERVICES OF THE ADVISER NOT EXCLUSIVE. The services of the Adviser to the Company hereunder are
not to be deemed exclusive, and the Adviser shall be free to render similar services to others so
long as its services under this Agreement are not impaired by such other activities.
6. SERVICES OTHER THAN AS THE ADVISER. Within the limits permitted by law, the Adviser may receive
compensation from the Company for services performed by it for the Company which are not within the
scope of the duties of the Adviser under this Agreement.
7. LIMITATION OF LIABILITY OF THE ADVISER. The Adviser shall not be liable to the Company or its
stockholders for any loss suffered by the Company or its stockholders from or as a consequence of
any act or omission of the Adviser, or of any of the directors, officers, employees or agents of
the Adviser, in connection with or pursuant to this Agreement, except by reason of willful
misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its
duties or by reason of reckless disregard by the Adviser of its obligations and duties under this
Agreement.
8. DURATION, RENEWAL AND TERMINATION. This Agreement shall continue in effect until two years from
the date of its execution, and thereafter from year to year only so long as such continuance is
specifically approved at least annually by the board of directors of the Adviser and by either the
board of directors of the Company (including a majority of those directors who are not parties to
this Agreement or “interested persons” of any such party) or by vote of the holders of a “majority
of the outstanding shares of the Fund” (which term as used throughout this Agreement shall be
construed in accordance with the definition of “vote of a majority of the outstanding voting
securities of a company” in section 2(a)(42) of the Investment Company Act of 1940). This
Agreement may be terminated by action of a majority of the directors of the Company or by the
holders of a majority of the outstanding shares of the Fund upon sixty (60) days written notice to
the Adviser.
9. AMENDMENT. This Agreement may not be amended without the affirmative vote of a majority of the
directors of the Company and of the holders of a majority of the outstanding shares of the Fund,
except to the extent that any such amendment is permitted under the Investment Company Act of 1940
and the rules and regulations of the Securities and Exchange Commission thereunder.
By: XXXX X. XXXXXX, XX. |
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/s/ Xxxx X. Xxxxxx, Xx. |
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KEELEY ASSET MANAGEMENT CORP. |
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By: XXXX X. XXXXXX, XX. |
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/s/ Xxxx X. Xxxxxx, Xx. |
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