Keeley Asset Management Corp

Fees and Compensation

Separate Accounts

KAMCO’s basic fee schedule for institutional and individual separately managed account clients is
generally as follows:

       Minimum Initial Investment - $2 million
       Minimum Annual Fee - $20,000
       1.00% on $2 million to $10 million of total assets
       0.85% on assets from $10 million to $50 million
       0.75% on assets from $50 million to $100 million
       0.55% on assets above $100 million

Under some circumstances, the account minimum, the fee rate, the timing of payment, or billing may be
negotiable. Such circumstances may include, among others, a client’s history with KAMCO, the nature of
the client (e.g. charitable portfolios and employee portfolios), the size of the portfolio, competition for a
particular client or type of account, and certain situations in which a client (i.e. municipality) may be subject
to restrictions regarding the amount it may pay.

In addition to the above table, for those clients whose investment advisory agreement may contain a most
favorable fee rate provision, KAMCO may apply such provisions only in the case of similarly situated
clients. KAMCO may differentiate such client fee structures based upon their status as public funds, funds
subject to the Employee Retirement Income Security Act (“ERISA”), relationships that are otherwise
established through a single party that provides for the consolidated client service, reporting, and billing
treatment of multiple accounts, and the complexity of the client’s investment program. Within any such
category, KAMCO may also differentiate among clients with varying levels of assets under management.

Fees are generally payable quarterly, in arrears or in advance as negotiated with the client. All client fees
are calculated based on the rate structures set forth in the applicable advisory agreement, as applied to the

                                                                         Keeley Asset Management Corp.
                                                                          Form ADV Part 2A - Brochure
                                                                                      November 15, 2016

value of the account established by the client’s custodian as of the last business day of each quarter.
Although KAMCO generally bills its clients, certain clients may elect to have their advisory fees deducted
directly from their account.

In addition to KAMCO’s advisory fees, clients will pay custody fees to their custodians and clients will
also incur brokerage and other related transaction costs. For more information on KAMCO’s brokerage
practices, please refer to “Brokerage Practices” in this Brochure.

WRAP Fee Programs

The fees paid to KAMCO by wrap program sponsors may vary depending on the investment strategy
implemented, but do not generally exceed 1.00% per annum of the market value of the client’s account. In
addition to KAMCO’s advisory fees, clients may incur wrap program sponsor fees, brokerage and other
related transaction costs. For more information on KAMCO’s brokerage practices, please refer to
“Brokerage Practices” in this Brochure.

Registered Mutual Funds

KAMCO        serves     as    investment     adviser   to    the   KEELEY         Funds    (individually
“the Fund” and collectively “the Funds”). For its services, KAMCO is compensated subject to the
following annual fee rates, computed daily based upon each Fund’s net assets and payable monthly, for the
Class A and Class I Shares of each Fund:

KEELEY Small Cap Value Fund

       1.00% for the first $1 billion
       0.90% for the next $3 billion
       0.80% for the next $2 billion
       0.70% in excess of $6 billion

KEELEY Small Cap Dividend Value Fund, KEELEY Small-Mid Cap Value Fund, KEELEY Mid Cap
Dividend Value Fund & KEELEY All Cap Value Fund

       1.00% for the first $350 million
       0.90% on the next $350 million
       0.80% in excess of $700 million

KEELEY Funds Expense Waiver/Reimbursement Agreements

KAMCO has agreed to waive a portion of its management fees or reimburse the KEELEY Small Cap Value
Fund, the KEELEY Small-Mid Cap Value Fund, and the KEELEY All Cap Value Fund to the extent that
total ordinary operating expenses during the current fiscal year as a percentage of average net assets for the
Funds exceed 1.39% for Class A shares and 1.14% for Class I shares.

KAMCO has agreed to waive a portion of its advisory fees or reimburse the KEELEY Small Cap Dividend
Value Fund and the KEELEY Mid Cap Dividend Value Fund to the extent that total ordinary operating
expenses during the current fiscal year as a percentage of average net assets for the Funds exceed 1.29%
for Class A shares and 1.04% for Class I shares.

                                                                         Keeley Asset Management Corp.
                                                                          Form ADV Part 2A - Brochure
                                                                                      November 15, 2016

All of the aforementioned waivers exclude expenses related to taxes, interest charges, dividend expenses
incurred on securities that the Funds sold short, litigation expenses and other extraordinary expenses,
brokerage commissions and other charges relating to the purchase and sale of the Funds’ portfolio
securities. Additionally, all of these waivers are in effect through January 31, 2017 and neither KAMCO
nor the Funds can discontinue the agreement prior to its expiration.

Private Investment Funds

The fee rate for the private investment fund managed by KAMCO is as follows: 1% of Gross Assets and
20% of New Profits, allocated on a High Water Mark Basis, as described in the Confidential Private
Placement Memorandum. The Confidential Private Placement Memorandum for the private investment
fund is available only to current and eligible prospective investors.

Termination
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Types of Clients

KAMCO provides investment advisory services to many different types of clients, including open-end
registered investment companies, institutional investors including qualified and non-qualified plans,
foundations and endowments, municipalities, charitable organizations, high-net-worth individuals, and

                                                                           Keeley Asset Management Corp.
                                                                            Form ADV Part 2A - Brochure
                                                                                        November 15, 2016

private investment funds. The minimum account size to open a separately managed account is generally
$2 million. However, this initial investment amount is negotiable. Minimum investments for the KEELEY
Funds and the private funds are as stated in the prospectus and offering documents, respectively, of such
entities.

Methods of Analysis, Investment Strategies and Risk of Loss

KAMCO seeks to provide long-term capital appreciation in the equity markets by investing with a “value”
approach across different market capitalization categories as determined by KAMCO, with a primary focus
in small and mid-cap securities. KAMCO primarily employs fundamental security analysis in its strategies.
This is a “bottom-up” investment strategy that focuses largely on undervalued companies, with emphasis
on those undergoing major changes (for example, corporate restructuring). Certain strategies offered by
KAMCO have been modified to include dividend components as complements to KAMCO’s fundamental
analysis techniques.
In applying its investment philosophy, KAMCO attempts to employ model portfolios when implementing
its various investment product strategies. However, given the customized nature of KAMCO’s investment
process and each client’s particular investment guidelines, not all clients will hold all of the same securities
contained in the applicable model portfolio. To the extent possible, KAMCO will attempt to align relevant
accounts to the model within the product strategy, but this may not be feasible for the following reasons,
among others:

       A position held in the model portfolio for a longer historical period and which has already
        experienced the price appreciation anticipated when it was purchased may not be as attractive for
        new investments as other current investment opportunities in the market;
       The inherent liquidity characteristics of a particular security and/or the client’s account make-up
        may make it impractical for additional purchases to be made at a reasonable price; or
       A particular client’s restrictions, investment guidelines, or other considerations may make certain
        of KAMCO’s investment recommendations impossible to execute across all client accounts.

These and other factors may result in performance dispersion between the model portfolio and certain client
accounts within a particular product strategy or between distinct product offerings.

The primary sources of information that KAMCO employs in its research process are:

       U.S. Securities and Exchange Commission filings
       Reviews of corporate structure and activities
       Meetings with company management
       Financial publications, including corporate restructuring periodicals
       Research materials prepared by others
       Company press releases

A general summary of KAMCO’s investment strategies and the material risks involved in each one are
presented below.

Small Cap Value, Small-Mid Cap Value, All Cap Value

KAMCO’s Small Cap Value, Small-Mid Cap Value, and All Cap Value equity strategies seek to achieve
their investment objectives of long-term capital appreciation by investing primarily in equity securities.
These equity securities may include common stock, preferred stock, convertible debt securities, real estate
investment trusts (“REITs”) and warrants. The strategies, which vary by market capitalizations, attempt to

                                                                          Keeley Asset Management Corp.
                                                                           Form ADV Part 2A - Brochure
                                                                                       November 15, 2016

concentrate on identifying companies going through major changes (for example, corporate restructuring),
including:

       Corporate spin-offs (tax-free distributions of a parent company’s division to shareholders);
       Financial restructuring, including acquisitions, recapitalizations and companies emerging from
        bankruptcy;
       Savings and loan and insurance conversions; and
       Event driven, special situations that may create enhanced opportunities through industry and/or
        corporate dislocation.

It is KAMCO’s intention typically to hold securities for more than two years to allow the corporate
restructuring process to yield results. However, KAMCO may sell securities when a more attractive
opportunity emerges, when a company becomes over-weighted in the portfolio, or when operating
difficulties or other circumstances make selling desirable.

KAMCO believes that these strategies allow the purchase of equity shares with above-average potential for
capital appreciation at relatively favorable market prices. Current dividend or interest income is not a factor
when choosing securities.

Small Cap Dividend Value, Mid Cap Dividend Value

KAMCO’s Small Cap Dividend Value and Mid Cap Dividend Value equity strategies seek to achieve their
investment objectives of long-term capital appreciation by investing primarily in companies in their
respective market capitalization segments, as defined by KAMCO, and currently pay or are reasonably
expected to pay dividends and/or return capital to shareholders in other ways. The equity securities may
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