Stradley Ronon Stevens & Young, LLP 1250 Connecticut Ave NW, Suite 500 Washington, DC 20036 Telephone 215.564.8000 Fax 215.564.8120 www.stradley.comKeeley Funds, Inc. • January 27th, 2017
In rendering our opinion, we have reviewed and relied upon: (a) a copy of the executed Plan, dated as of November 19, 2015; (b) the prospectus/proxy statement provided to shareholders of the Target Fund in connection with the Special Meeting of Shareholders on January 25, 2016; (c) certain representations concerning the Reorganization made to us by the Corporation, on behalf of the Acquiring Fund and the Target Fund, in a letter dated November 18, 2016 (the “Representation Letter”); (d) all other documents, financial and other reports and corporate minutes we deemed relevant or appropriate; and (e) such statutes, regulations, rulings and decisions as we deemed material in rendering this opinion.
