0001193125-13-045664.txt : 20130208 0001193125-13-045664.hdr.sgml : 20130208 20130208133205 ACCESSION NUMBER: 0001193125-13-045664 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20130208 DATE AS OF CHANGE: 20130208 EFFECTIVENESS DATE: 20130208 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Keeley Funds, Inc. CENTRAL INDEX KEY: 0001324203 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-124430 FILM NUMBER: 13585998 BUSINESS ADDRESS: STREET 1: 401 SOUTH LASALLE STREET STREET 2: SUITE 1201 CITY: CHICAGO STATE: IL ZIP: 60605 BUSINESS PHONE: 414-287-3312 MAIL ADDRESS: STREET 1: C/O U.S. BANCORP FUND SERVICES, LLC STREET 2: 615 EAST MICHIGAN STREET CITY: MILWAUKEE STATE: WI ZIP: 53202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Keeley Funds, Inc. CENTRAL INDEX KEY: 0001324203 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-21761 FILM NUMBER: 13585999 BUSINESS ADDRESS: STREET 1: 401 SOUTH LASALLE STREET STREET 2: SUITE 1201 CITY: CHICAGO STATE: IL ZIP: 60605 BUSINESS PHONE: 414-287-3312 MAIL ADDRESS: STREET 1: C/O U.S. BANCORP FUND SERVICES, LLC STREET 2: 615 EAST MICHIGAN STREET CITY: MILWAUKEE STATE: WI ZIP: 53202 0001324203 S000008447 KEELEY MID CAP VALUE FUND C000023164 Class A KMCVX C000057118 Class I KMCIX 0001324203 S000012526 Keeley All Cap Value Fund C000034057 Class A KACVX C000057119 Class I KACIX 0001324203 S000018569 Keeley Small-Mid Cap Value Fund C000051528 Class A KSMVX C000053918 Class I KSMIX 0001324203 S000020339 Keeley Small Cap Value Fund C000057116 Class A KSCVX C000057117 Class I KSCIX 0001324203 S000026907 Keeley Small Cap Dividend Value Fund C000080997 Class A KSDVX C000080998 Class I KSDIX 0001324203 S000028151 Keeley Alternative Value Fund C000086060 Class A KALVX C000086061 Class I KALIX 0001324203 S000034099 Keeley Mid Cap Dividend Value Fund C000105122 Class A KMDVX C000105123 Class I KMDIX 485BPOS 1 d471027d485bpos.htm 485BPOS 485BPOS

As filed with the Securities and Exchange Commission on February 8, 2013

Securities Act Registration No. 333-124430

Investment Company Act File No. 811-21761

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM N-1A

REGISTRATION STATEMENT

UNDER

  THE SECURITIES ACT OF 1933   x
  Post-Effective Amendment No. 28   x

and

REGISTRATION STATEMENT

UNDER

  THE INVESTMENT COMPANY ACT OF 1940   x
  Amendment No. 29   x

 

 

KEELEY FUNDS, INC.

(Registrant)

 

 

 

401 South LaSalle Street

Suite 1201

Chicago, Illinois 60605

Telephone number: (312) 786-5050

 

 

 

John L. Keeley, Jr.   Alan Goldberg

Keeley Asset Management Corp.

401 South LaSalle Street, Suite 1201

Chicago, Illinois 60605

  

K&L Gates LLP

70 West Madison Street, Suite 3100

Chicago, Illinois 60602-4207

(Agents for service)

Amending Parts A, B and C, and filing exhibits

 

 

Approximate date of proposed public offering: As soon as practical after the effective date of this Registration Statement.

It is proposed that this filing will become effective:

 

  x immediately upon filing pursuant to rule 485(b)
  ¨ on                     pursuant to rule 485(b)
  ¨ 60 days after filing pursuant to rule 485(a)(1)
  ¨ on                     pursuant to rule 485(a)(1)
  ¨ 75 days after filing pursuant to rule 485(a)(2)
  ¨ on                     pursuant to rule 485(a)(2)

If appropriate, check the following box:

 

  ¨ this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this post-effective amendment to the registration statement pursuant to Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Chicago, and the State of Illinois on the 8th day of February, 2013.

 

KEELEY FUNDS, INC.
By:    /s/ John L. Keeley, Jr.
  John L. Keeley, Jr., President

Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement has been signed below by the following persons in the capacities and on the date indicated.

 

Name

   

Title

   

Date

/s/ John G. Kyle*

    Director    )
John G. Kyle       )
      )

/s/ Walter D. Fitzgerald*

    Director    )
Walter D. Fitzgerald       )
      )

/s/ John F. Lesch*

    Director    )
John F. Lesch       )                February 8, 2012
      )

/s/ Elwood P. Walmsley*

    Director    )
Elwood P. Walmsley       )
      )

/s/ Jerome J. Klingenberger*

    Director    )
Jerome J. Klingenberger       )
      )

/s/ Sean W. Lowry*

    Director    )
Sean W. Lowry       )
      )

/s/ John L. Keeley, Jr.*

    Director, Chief Executive    )
John L. Keeley, Jr.    Officer and Chief Financial    )
   Officer    )

 

By:  

 /s/ John L. Keeley, Jr.

  John L. Keeley, Jr.

 

* John L. Keeley, Jr. signs this document on behalf of the individuals noted pursuant to powers of attorney dated January 28, 2013, and incorporated by reference to Registrant’s previous filing of post-effective amendment no. 27 to the Registration Statement filed on January 28, 2013.

INDEX TO EXHIBITS

 

EX-101.INS    XBRL Instance Document
EX-101.SCH    XBRL Taxonomy Extension Schema Document
EX-101.CAL    XBRL Taxonomy Extension Calculation Linkbase
EX-101.DEF    XBRL Taxonomy Extension Definition Linkbase
EX-101.LAB    XBRL Taxonomy Extension Labels Linkbase
EX-101.PRE    XBRL Taxonomy Extension Presentation Linkbase
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http://www.keeleyfunds.com/role/ScheduleShareholderFeesKeeleySmall-MidCapValueFund column period compact * ~</div> <div style="display:none">~ http://www.keeleyfunds.com/role/ScheduleAnnualFundOperatingExpensesKeeleySmall-MidCapValueFund column period compact * ~</div> <div style="display:none">~ http://www.keeleyfunds.com/role/ScheduleExpenseExampleTransposedKeeleySmall-MidCapValueFund column period compact * ~</div> <div style="display:none">~ http://www.keeleyfunds.com/role/ScheduleAverageAnnualTotalReturnsTransposedKeeleySmall-MidCapValueFund column period compact * ~</div> <b>INVESTMENT OBJECTIVE </b> KEELEY All Cap Value Fund <b>FEES AND EXPENSES OF THE FUND </b> <b>INVESTMENT OBJECTIVE </b> <b>FEES AND EXPENSES OF THE FUND </b> 0.01 0.01 0.0025 0 0.0031 0.0031 0.0156 0.0131 -0.0017 -0.0017 0.0139 0.0114 585 116 0.045 0 <b>Example</b> 0 0 0 0 0 0 0 0 <b>Portfolio Turnover </b> <b>PRINCIPAL INVESTMENT STRATEGIES AND POLICIES </b> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund intends to pursue its investment objective by investing in common stock and other equity securities (including preferred stock, convertible debt securities and warrants) of companies of any market capitalization. The Fund has no restrictions as to the size of the companies in which it invests. The Fund may invest in what normally are considered small-cap stocks, mid-cap stocks and large-cap stocks. The Fund may concentrate its investments in one of those categories, two of them or all of them, and may change the allocation of its investments at any time. </div><br /><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Adviser focuses its attention on particular kinds of undervalued stocks and concentrates on identifying companies going through major changes (for example, corporate restructuring). Current dividend or interest income is not a factor for the Fund when choosing securities. Each stock is judged on its potential for above-average capital appreciation. It is the Adviser&#8217;s intention typically to hold securities for more than two years to allow the corporate restructuring process to yield results. However, the Adviser may sell securities when a more attractive opportunity emerges, when a company becomes overweighted in the portfolio, or when operating difficulties or other circumstances make selling desirable. </div><br /><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund may be suitable for the more aggressive section of an investor&#8217;s portfolio. The Fund is designed for people who want to grow their capital over the long-term and who are comfortable with possible frequent short-term changes in the value of their investment. An investment in the Fund should not be considered a complete investment program.</div> 0.01 <b>MAIN RISKS </b> 0.01 KEELEY Mid Cap Dividend Value Fund 0.0025 0 0.0019 0.0019 <b>INVESTMENT OBJECTIVE </b> 0.0144 2012-09-30 0.0119 <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund is subject to the typical risks of equity investing, including loss of money, company-specific risks, the effects of interest rate fluctuations, investor psychology and other factors. The Adviser&#8217;s method of security selection may not be successful and the Fund may underperform the stock market as a whole. The value of your investment will increase or decrease, so your shares may be worth more or less money than your original investment. </div><br /><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">Investing in companies emerging from bankruptcy presents special risks, since these companies often are subject to specific plans imposed by their lenders that they must meet in a fairly short time frame. In addition, such companies must overcome the negative perceptions resulting from a previous bankruptcy. Generally, companies going through corporate restructuring are more likely than others to remain undervalued.</div><br /><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">Investing in securities of small-cap and mid-cap companies presents more risks than investing in securities of more established or large-cap companies. Small-cap and mid-cap companies often have more limited resources and greater variation in operating results, leading to greater price volatility. Trading volumes may be lower, making such securities less liquid.</div><br /><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">In pursuing its investment strategy, the Fund, at times, may concentrate its investments in the securities of issuers in a particular industry or sector. By concentrating its investments in an industry or sector, the Fund may face more risks than if it were diversified broadly over numerous industries or sectors. Such industry-based risks, any of which may adversely affect the companies in which the Fund invests, may include, but are not limited to, general economic conditions or cyclical market patterns that could negatively affect supply and demand in a particular industry; competition for resources; adverse labor relations; political events; obsolescence of technologies; and increased competition that may affect the profitability or viability of companies in an industry. In addition, at times, an industry or sector may be out of favor and underperform other industries or the market as a whole.</div> false -0.0005 -0.0005 <b>FEES AND EXPENSES OF THE FUND </b> <b>PERFORMANCE</b> 0.0139 0.0114 <b>INVESTMENT OBJECTIVE </b> <b>FEES AND EXPENSES OF THE FUND </b> You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund. More information about these and other discounts is available from your financial professional, under the section &#8220;How Shares Are Priced&#8221; on page 59 of the Funds&#8217; Prospectus and under the section &#8220;Purchases and Redemption of Shares&#8221; on page 34 of the Funds&#8217; Statement of Additional Information (&#8220;SAI&#8221;). 50000 905 <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The following performance information indicates some of the risks of investing in the Fund. The bar chart below shows how the Fund&#8217;s total return has varied from year to year. The table compares the Fund&#8217;s performance with that of the Russell 3000<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Value Index, an index that measures the performance of the broad value segment of U.S. equity value universe with lower price-to-book ratios and lower forecasted growth values. While the information shown in the bar chart and the table gives you some idea of the risks involved in investing in the Fund, please remember that past performance (before and after taxes) does not guarantee future results. Updated performance information is available at www.keeleyfunds.com or toll-free at 1-888-933-5391.</div> 398 1246 702 2209 1564 <b>Portfolio Turnover </b> 585 <b>PRINCIPAL INVESTMENT STRATEGIES AND POLICIES </b> 116 <b>SHAREHOLDER FEES<br/>(FEES PAID DIRECTLY FROM YOUR INVESTMENT)</b> 882 375 1201 654 2102 1449 <b>MAIN RISKS </b> KACVX<br/><br/><b>Year-by-year total return as of 12/31 each year (%) </b> <b>ANNUAL FUND OPERATING EXPENSES<br/>(EXPENSES THAT YOU PAY EACH YEAR AS A<br/> PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)</b> January 31, 2014 0.2388 0.2996 0.2364 0.1584 0.1921 <b>PERFORMANCE </b> <b>Example</b> 0.0249 0.0372 0.0245 0.0214 0.0454 0.0414 0.0531 0.0356 0.041 0.0411 <b>Portfolio Turnover </b> 0.1374 <b>PRINCIPAL INVESTMENT STRATEGIES AND POLICIES </b> <b>AVERAGE ANNUAL TOTAL RETURN<br/> AS OF 12/31/12 FOR THE<br/> KEELEY ALL CAP VALUE FUND</b> <b>MAIN RISKS </b> 0.3006 0.0345 0.1625 <b>PERFORMANCE </b> You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund. More information about these and other discounts is available from your financial professional, under the section &#8220;How Shares Are Priced&#8221; on page 59 of the Funds&#8217; Prospectus and under the section &#8220;Purchases and Redemption of Shares&#8221; on page 34 of the Funds&#8217; Statement of Additional Information (&#8220;SAI&#8221;). January 31, 2014 0.1104 0.1659 0.1025 0.082 0.1805 0.1493 0.1695 0.1411 0.1275 0.1337 <b>INVESTMENT OBJECTIVE </b> <b>FEES AND EXPENSES OF THE FUND </b> <b> Example</b> <b>Portfolio Turnover </b> <b>PRINCIPAL INVESTMENT STRATEGIES AND POLICIES </b> <b>MAIN RISKS </b> <b>PERFORMANCE </b> <b>AVERAGE ANNUAL TOTAL RETURN<br/> AS OF 12/31/12 FOR THE <br/>KEELEY SMALL-MID CAP VALUE FUND</b> <b>SHAREHOLDER FEES</b> <br/><b>(FEES PAID DIRECTLY FROM YOUR INVESTMENT)</b> <b>ANNUAL FUND OPERATING EXPENSES</b><br/> <b>(EXPENSES THAT YOU PAY EACH YEAR AS A</b><br/><b> PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)</b> <b>Example </b> KSMVX<br /><br /><b>Year-by-year total return as of 12/31 each year (%)</b> <b>Portfolio Turnover </b> <b>SHAREHOLDER FEES <br/>(FEES PAID DIRECTLY FROM YOUR INVESTMENT)</b> <b>PRINCIPAL INVESTMENT STRATEGIES AND POLICIES </b> <b>ANNUAL FUND OPERATING EXPENSES<br/> (EXPENSES THAT YOU PAY EACH YEAR AS A<br/> PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)</b> <b>MAIN RISKS </b> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund is subject to the typical risks of equity investing, including loss of money, company-specific risks, the effects of interest rate fluctuations, investor psychology and other factors. The Adviser&#8217;s method of security selection may not be successful and the Fund may underperform the stock market as a whole. The value of your investment will increase or decrease, so your shares may be worth more or less money than your original investment. </div><br/> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">Investing in companies emerging from bankruptcy presents special risks, since these companies often are subject to specific plans imposed by their lenders that they must meet in a fairly short time frame. In addition, such companies must overcome the negative perceptions resulting from a previous bankruptcy. Generally, companies going through corporate restructuring are more likely than others to remain undervalued. </div><br/> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">Investing in securities of small-cap and mid-cap companies presents more risks than investing in securities of more established or large-cap companies. Small-cap and mid-cap companies often have more limited resources and greater variation in operating results, leading to greater price volatility. Trading volumes may be lower, making such securities less liquid. </div><br/> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">In pursuing its investment strategy, the Fund, at times, may concentrate its investments in the securities of issuers in a particular industry or sector. By concentrating its investments in an industry or sector, the Fund may face more risks than if it were diversified broadly over numerous industries or sectors. Such industry-based risks, any of which may adversely affect the companies in which the Fund invests, may include, but are not limited to, general economic conditions or cyclical market patterns that could negatively affect supply and demand in a particular industry; competition for resources; adverse labor relations; political events; obsolescence of technologies; and increased competition that may affect the profitability or viability of companies in an industry. In addition, at times, an industry or sector may be out of favor and underperform other industries or the market as a whole.</div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs could be higher or lower, based on these assumptions your costs would be: </div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund intends to pursue its investment objective by investing in companies with small and mid-size market capitalizations, which the Adviser currently defines as $7.5 billion or less. Under normal market conditions, the Fund will invest no less than 80% of its net assets plus the amount of any borrowings for investment purposes in common stocks and other equity type securities (including preferred stock, convertible debt securities and warrants) of companies with small and mid-size market capitalizations. As long as an investment continues to meet the Fund&#8217;s other criteria set forth below, the Fund may choose to hold such securities even if the company grows beyond the $7.5 billion capitalization level. If less than 80% of the Fund&#8217;s assets (plus the amount of any borrowings for investment purposes) are invested in such companies, the Fund will not invest in companies other than those with small and mid-size market capitalizations until the 80% threshold is restored. </div><br/> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Adviser focuses its attention on particular kinds of undervalued stocks and concentrates on identifying companies going through major changes (for example, corporate restructuring). Current dividend or interest income is not a factor for the Fund when choosing securities. Each stock is judged on its potential for above-average capital appreciation. It is the Adviser&#8217;s intention typically to hold securities for more than two years to allow the corporate restructuring process to yield results. However, the Adviser may sell securities when a more attractive opportunity emerges, when a company becomes overweighted in the portfolio, or when operating difficulties or other circumstances make selling desirable. </div><br/> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund may be suitable for the more aggressive section of an investor&#8217;s portfolio. The Fund is designed for people who want to grow their capital over the long-term and who are comfortable with possible frequent short-term changes in the value of their investment. An investment in the Fund should not be considered a complete investment program.</div> <table cellspacing="0" cellpadding="0" width="100%" border="0" align="center" ><tr><td></td><td></td><td></td><td valign="bottom" width="21%"></td><td></td><td></td><td></td><td valign="bottom" width="21%"></td><td></td><td></td><td></td><td valign="bottom" width="21%"></td><td></td><td></td><td></td></tr><tr><td valign="bottom" align="center">&nbsp;</td><td valign="bottom" colspan="5" align="center">BEST&nbsp;QUARTER</td><td valign="bottom">&nbsp;&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="center">&nbsp;</td><td valign="bottom" colspan="5" align="center">WORST&nbsp;QUARTER</td><td valign="bottom">&nbsp;&nbsp;</td></tr><tr><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">Q2&nbsp;2009</td><td nowrap="nowrap" valign="bottom">&nbsp;&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">22.39</td><td nowrap="nowrap" valign="bottom">%&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">Q4&nbsp;2008</td><td nowrap="nowrap" valign="bottom">&nbsp;&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">(32.34</td><td nowrap="nowrap" valign="bottom">)%&nbsp;</td></tr></table> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Keeley Small-Mid Cap Value Fund (the &#8220;Fund&#8221;) seeks capital appreciation.</div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund. More information about these and other discounts is available from your financial professional, under the section &#8220;How Shares Are Priced&#8221; on page 59 of the Funds&#8217; Prospectus and under the section &#8220;Purchases and Redemption of Shares&#8221; on page 34 of the Funds&#8217; Statement of Additional Information (&#8220;SAI&#8221;). </div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund pays transaction costs, such as commissions, when it buys and sells securities (or &#8220;turns over&#8221; its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund&#8217;s performance. During the most recent fiscal year, the Fund&#8217;s portfolio turnover rate was 51.11% of the average value of its portfolio. </div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund is subject to the typical risks of equity investing, including loss of money, company-specific risks, the effects of interest rate fluctuations, investor psychology and other factors.</div> <p style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The following performance information indicates some of the risks of investing in the Fund. The bar chart below shows how the Fund&#8217;s total return has varied from year to year. The table compares the Fund&#8217;s performance with that of the Russell 2500<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Value Index, an index that measures the performance of the small- to mid-cap value segment of the U.S. equity universe with lower price-to-book ratios and lower forecasted growth values. While the information shown in the bar chart and the table gives you some idea of the risks involved in investing in the Fund, please remember that past performance (before and after taxes) does not guarantee future results. Updated performance information is available at www.keeleyfunds.com or toll-free at 1-888-933-5391. </p> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The following performance information indicates some of the risks of investing in the Fund. The bar chart below shows how the Fund has performed during its first calendar year of operation. The table compares the Fund&#8217;s performance with that of the Russell Midcap<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Value Index, an unmanaged index that measures the performance of the mid-cap value segment of the U.S. equity universe with lower price-to-book ratios and lower forecasted growth values. While the information shown in the bar chart and the table gives you some idea of the risks involved in investing in the Fund, please remember that past performance (before and after taxes) does not guarantee future results. Updated performance information is available at www.keeleyfunds.com or toll-free at 1-888-933-5391.</div> <b>PERFORMANCE </b> 0.501 <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The following performance information indicates some of the risks of investing in the Fund. The bar chart below shows how the Fund has performed during its first calendar year of operation. The table compares the Fund&#8217;s performance with that of the Russell Midcap<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Value Index, an unmanaged index that measures the performance of the mid-cap value segment of the U.S. equity universe with lower price-to-book ratios and lower forecasted growth values.</div> The Fund is subject to the typical risks of equity investing, including loss of money, company-specific risks, the effects of interest rate fluctuations, investor psychology and other factors. The following performance information indicates some of the risks of investing in the Fund. The bar chart below shows how the Fund&#8217;s total return has varied from year to year. The table compares the Fund&#8217;s performance with that of the Russell 3000<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Value Index, an index that measures the performance of the broad value segment of U.S. equity value universe with lower price-to-book ratios and lower forecasted growth values. -0.4663 <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The following performance information indicates some of the risks of investing in the Fund. The bar chart below shows how the Fund&#8217;s total return has varied from year to year. The table compares the Fund&#8217;s performance with that of the Russell 2500<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Value Index, an unmanaged index that measures the performance of the small-cap to mid-cap value segment of the U.S. equity universe with lower price-to-book ratios and lower forecasted growth values, as well as with that of the S&amp;P 500<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index, a broad market-weighted index dominated by blue-chip stocks. While the information shown in the bar chart and the table gives you some idea of the risks involved in investing in the Fund, please remember that past performance (before and after taxes) does not guarantee future results. Updated performance information is available at www.keeleyfunds.com or toll-free at 1-888-933-5391.</div> 0.4625 While the information shown in the bar chart and the table gives you some idea of the risks involved in investing in the Fund, please remember that past performance (before and after taxes) does not guarantee future results. 0.224 While the information shown in the bar chart and the table gives you some idea of the risks involved in investing in the Fund, please remember that past performance (before and after taxes) does not guarantee future results. www.keeleyfunds.com -0.0439 1-888-933-5391 0.2969 <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The bar chart and best and worst quarters shown above do not reflect the maximum 4.50% sales load. If these items reflected the sales load, returns would be less than those shown.</div> After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. www.keeleyfunds.com Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only Class A Shares and after-tax returns for Class I Shares will vary. 1-888-933-5391 KMDVX<br/><br/><b>Year-by-year total return as of 12/31 each year (%) </b> <p style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The bar chart and best and worst quarters shown above do not reflect the maximum 4.50% sales load. If these items reflected the sales load, returns would be less than those shown. </p> <b>AVERAGE ANNUAL TOTAL RETURN<br/>AS OF 12/31/12 FOR THE<br/>KEELEY MID CAP DIVIDEND VALUE FUND</b> 0.045 0 50000 0 0 0 0 January 31, 2014 0 0 0 0 After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund is subject to the typical risks of equity investing, including loss of money, company-specific risks, the effects of interest rate fluctuations, investor psychology and other factors.</div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The following performance information indicates some of the risks of investing in the Fund. The bar chart below shows how the Fund&#8217;s total return has varied from year to year. The table compares the Fund&#8217;s performance with that of the Russell 2500<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Value Index, an unmanaged index that measures the performance of the small-cap to mid-cap value segment of the U.S. equity universe with lower price-to-book ratios and lower forecasted growth values, as well as with that of the S&amp;P 500<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index, a broad market-weighted index dominated by blue-chip stocks.</div> While the information shown in the bar chart and the table gives you some idea of the risks involved in investing in the Fund, please remember that past performance (before and after taxes) does not guarantee future results. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Keeley All Cap Value Fund (the &#8220;Fund&#8221;) seeks capital appreciation.</div> After-tax returns are shown for only Class A Shares and after-tax returns for Class I Shares will vary. www.keeleyfunds.com <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund. More information about these and other discounts is available from your financial professional, under the section &#8220;How Shares Are Priced&#8221; on page 59 of the Funds&#8217; Prospectus and under the section &#8220;Purchases and Redemption of Shares&#8221; on page 34 of the Funds&#8217; Statement of Additional Information (&#8220;SAI&#8221;). </div> 1-888-933-5391 <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs could be higher or lower, based on these assumptions your costs would be:</div> <b>AVERAGE ANNUAL TOTAL RETURN<br/> AS OF 12/31/12 FOR THE<br/> KEELEY ALTERNATIVE VALUE FUND</b> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund pays transaction costs, such as commissions, when it buys and sells securities (or &#8220;turns over&#8221; its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund&#8217;s performance. During the most recent fiscal year, the Fund&#8217;s portfolio turnover rate was 50.10% of the average value of its portfolio.</div> KEELEY Small Cap Value Fund <b>SHAREHOLDER FEES<br/> (FEES PAID DIRECTLY FROM YOUR INVESTMENT)</b> <b>ANNUAL FUND OPERATING EXPENSES<br/> (EXPENSES THAT YOU PAY EACH YEAR AS A<br/> PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)</b> <b>Example</b> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund intends to pursue its investment objective by investing in companies with a small market capitalization, which the Adviser currently defines as $3.5 billion or less. Under normal market conditions, the Fund will invest no less than 80% of its net assets plus the amount of any borrowings for investment purposes in common stocks and other equity type securities (including preferred stock, convertible debt securities and warrants) of companies of small market capitalization. As long as an investment continues to meet the Fund&#8217;s other criteria set forth below, the Fund may choose to hold such securities even if the company grows beyond the $3.5 billion capitalization level. If less than 80% of the Fund&#8217;s assets (plus the amount of any borrowings for investment purposes) are invested in such companies, the Fund will not invest in companies other than those with a small market capitalization until the 80% threshold is restored.</div> <br /><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Adviser focuses its attention on particular kinds of undervalued stocks and concentrates on identifying companies going through major changes (for example, corporate restructuring). Current dividend or interest income is not a factor for the Fund when choosing securities. Each stock is judged on its potential for above-average capital appreciation. It is the Adviser&#8217;s intention typically to hold securities for more than two years to allow the corporate restructuring process to yield results. However, the Adviser may sell securities when a more attractive opportunity emerges, when a company becomes overweighted in the portfolio, or when operating difficulties or other circumstances make selling desirable.</div><br /><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund may be suitable for the more aggressive section of an investor&#8217;s portfolio. The Fund is designed for people who want to grow their capital over the long-term and who are comfortable with possible frequent short-term changes in the value of their investment. An investment in the Fund should not be considered a complete investment program.</div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund is subject to the typical risks of equity investing, including loss of money, company-specific risks, the effects of interest rate fluctuations, investor psychology and other factors. The Adviser&#8217;s method of security selection may not be successful and the Fund may underperform the stock market as a whole. The value of your investment will increase or decrease, so your shares may be worth more or less money than your original investment.</div> <br /><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">Investing in companies emerging from bankruptcy presents special risks, since these companies often are subject to specific plans imposed by their lenders that they must meet in a fairly short time frame. In addition, such companies must overcome the negative perceptions resulting from a previous bankruptcy. Generally, companies going through corporate restructuring are more likely than others to remain undervalued.</div><br /> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">Investing in securities of small-cap companies presents more risks than investing in securities of more established or large-cap companies. Small-cap companies often have more limited resources and greater variation in operating results, leading to greater price volatility. Trading volumes may be lower, making such securities less liquid.</div><br /> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">In pursuing its investment strategy, the Fund, at times, may concentrate its investments in the securities of issuers in a particular industry or sector. By concentrating its investments in an industry or sector, the Fund may face more risks than if it were diversified broadly over numerous industries or sectors. Such industry-based risks, any of which may adversely affect the companies in which the Fund invests, may include, but are not limited to, general economic conditions or cyclical market patterns that could negatively affect supply and demand in a particular industry; competition for resources; adverse labor relations; political events; obsolescence of technologies; and increased competition that may affect the profitability or viability of companies in an industry. In addition, at times, an industry or sector may be out of favor and underperform other industries or the market as a whole.</div> KSCVX<br/><br/><b>Year-by-year total return as of 12/31 each year (%) </b> <b>AVERAGE ANNUAL TOTAL RETURN<br/> AS OF 12/31/12 FOR THE<br/> KEELEY SMALL CAP VALUE FUND</b> 0.045 You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund. More information about these and other discounts is available from your financial professional, under the section &#8220;How Shares Are Priced&#8221; on page 59 of the Funds&#8217; Prospectus and under the section &#8220;Purchases and Redemption of Shares&#8221; on page 34 of the Funds&#8217; Statement of Additional Information (&#8220;SAI&#8221;). 0 50000 0.045 0 0 0 0 0 0 0 January 31, 2014 0.5111 The Fund is subject to the typical risks of equity investing, including loss of money, company-specific risks, the effects of interest rate fluctuations, investor psychology and other factors. 0 0 <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The following performance information indicates some of the risks of investing in the Fund. The bar chart below shows how the Fund&#8217;s total return has varied from year to year. The table compares the Fund&#8217;s performance with that of the Russell 2500<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Value Index, an index that measures the performance of the small- to mid-cap value segment of the U.S. equity universe with lower price-to-book ratios and lower forecasted growth values.</div> While the information shown in the bar chart and the table gives you some idea of the risks involved in investing in the Fund, please remember that past performance (before and after taxes) does not guarantee future results. www.keeleyfunds.com After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. 1-888-933-5391 Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. 0 0 After-tax returns are shown for only Class A Shares and after-tax returns for Class I Shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. 0 0 Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. 0 After-tax returns are shown for only Class A Shares and after-tax returns for Class I Shares will vary. 0 0 0 0.01 0.01 0.0025 0 0.0156 0.0156 <b>SHAREHOLDER FEES <br/>(FEES PAID DIRECTLY FROM YOUR INVESTMENT)</b> <b>ANNUAL FUND OPERATING EXPENSES <br/>(EXPENSES THAT YOU PAY EACH YEAR AS A <br/>PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)</b> 0.0256 0.0281 0.0139 0.0114 <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Keeley Small Cap Value Fund (the &#8220;Fund&#8221;) seeks capital appreciation.</div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px"> The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund. More information about these and other discounts is available from your financial professional, under the section &#8220;How Shares Are Priced&#8221; on page 59 of the Funds&#8217; Prospectus and under the section &#8220;Purchases and Redemption of Shares&#8221; on page 34 of the Funds&#8217; Statement of Additional Information (&#8220;SAI&#8221;). </div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs could be higher or lower, based on these assumptions your costs would be:</div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund pays transaction costs, such as commissions, when it buys and sells securities (or &#8220;turns over&#8221; its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund&#8217;s performance. During the most recent fiscal year, the Fund&#8217;s portfolio turnover rate was 25.87% of the average value of its portfolio.</div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The following performance information indicates some of the risks of investing in the Fund. The bar chart below shows how the Fund&#8217;s total return has varied from year to year. The table compares the Fund&#8217;s performance with that of the Russell 2000<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index, an unmanaged index made up of the smallest 2,000 companies in the Russell 3000<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index. To assist investors in understanding the broader equity market, the table also includes the performance of the S&amp;P 500<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index, a broad market-weighted index dominated by blue-chip stocks. While the information shown in the bar chart and the table gives you some idea of the risks involved in investing in the Fund, please remember that past performance (before and after taxes) does not guarantee future results. Updated performance information is available at www.keeleyfunds.com or toll-free at 1-888-933-5391. </div> -0.0142 -0.0142 0.045 0 0 0 0 0 0 0 0 0 0.01 0.01 0.0025 0.01 0 0.01 0.0025 0.0022 0 0.0022 0.0147 0.0122 0.0028 0.0028 0.0139 0.0114 0.0153 0.0128 KEELEY Small Cap Dividend Value Fund <b>INVESTMENT OBJECTIVE </b> -0.0008 -0.0008 <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Keeley Small Cap Dividend Value Fund (the &#8220;Fund&#8221;) seeks capital appreciation.</div> <b>FEES AND EXPENSES OF THE FUND </b> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund. More information about these and other discounts is available from your financial professional, under the section &#8220;How Shares Are Priced&#8221; on page 59 of the Funds&#8217; Prospectus and under the section &#8220;Purchases and Redemption of Shares&#8221; on page 34 of the Funds&#8217; Statement of Additional Information (&#8220;SAI&#8221;).</div> <b>SHAREHOLDER FEES<br/> (FEES PAID DIRECTLY FROM YOUR INVESTMENT)</b> <b>ANNUAL FUND OPERATING EXPENSES<br/> (EXPENSES THAT YOU PAY EACH YEAR AS A<br/> PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)</b> 585 -0.0014 116 -0.0014 <b>Example </b> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs could be higher or lower, based on these assumptions your costs would be:</div> <b>Portfolio Turnover </b> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund pays transaction costs, such as commissions, when it buys and sells securities (or &#8220;turns over&#8221; its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund&#8217;s performance. During the most recent fiscal year, the Fund&#8217;s portfolio turnover rate was 28.98% of the average value of its portfolio.</div> 1157 665 <b>PRINCIPAL INVESTMENT STRATEGIES AND POLICIES </b> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund intends to pursue its investment objective by investing in companies with a small market capitalization, which the Adviser currently defines as $3.5 billion or less, and that currently pay or are reasonably expected to pay dividends to shareholders. The Adviser looks for stocks with sustainable, expected growth in earnings and dividends, and attempts to buy them when they are temporarily out-of-favor or undervalued by the market. Under normal market conditions, the Fund will invest no less than 80% of its net assets plus the amount of any borrowings for investment purposes in &#8220;dividend-paying&#8221; common stocks and other equity type securities (including preferred stock, convertible debt securities and warrants) of companies with a small market capitalization. &#8220;Dividend-paying&#8221; common stocks have one or more of the following characteristics: (i) attractive dividend yields that are, in the opinion of the Adviser, relatively stable or expected to grow; (ii) that pay a small dividend, but could grow their dividend over the next few years; and (iii) that pay no dividend, but may initiate a dividend or return cash to shareholders in other ways, such as a share repurchase program. As long as an investment continues to meet the Fund&#8217;s other investment criteria set forth below, the Fund may choose to hold such securities even if the company grows beyond the $3.5 billion capitalization level. If less than 80% of the Fund&#8217;s assets (plus the amount of any borrowings for investment purposes) are invested in companies with a small market capitalization, the Fund will not invest in companies other than those with a small market capitalization until the 80% threshold is restored.</div><br/><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px"> Each stock is judged on its potential for above-average capital appreciation. In addition, the Adviser believes that a track record of dividend increases is an excellent indicator of a company&#8217;s financial health and growth prospects, and that over the long-term, income can contribute significantly to total return. Dividends also can help reduce the Fund&#8217;s volatility during periods of market turbulence and help offset losses when stock prices are falling. The Fund intends to pay the dividends it receives at least annually. The Fund will seek to invest in securities of small-cap, undervalued companies that meet certain criteria identified by the Adviser from time to time. It is the Adviser&#8217;s intention typically to hold securities for more than two years. However, the Adviser may sell securities when a more attractive opportunity emerges, when a company becomes overweighted in the portfolio, or when operating difficulties or other circumstances make selling desirable. </div><br/><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px"> The Fund may be suitable for the more aggressive section of an investor&#8217;s portfolio. The Fund is designed for people who want to grow their capital over the long-term and who are comfortable with possible frequent short-term changes in the value of their investment. An investment in the Fund should not be considered a complete investment program.</div> 0.0139 0.0114 <b>MAIN RISKS </b> 1755 <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund is subject to the typical risks of equity investing, including loss of money, company-specific risks, the effects of interest rate fluctuations, investor psychology and other factors. The Adviser&#8217;s method of security selection may not be successful and the Fund may underperform the stock market as a whole. The value of your investment will increase or decrease, so your shares may be worth more or less money than your original investment.</div> <br /> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">Investing in securities of small-cap companies presents more risks than investing in securities of more established or large-cap companies. Small-cap companies often have more limited resources and greater variation in operating results, leading to greater price volatility. Trading volumes may be lower, making such securities less liquid.</div><br /> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">Any repeal or failure to extend the current federal tax treatment of qualified dividend income could make dividend-paying securities less appealing to investors and could have a negative impact on the performance of the Fund. Also, the companies held by the Fund may reduce or stop paying dividends, which may affect the Fund&#8217;s ability to generate income. The Adviser&#8217;s approach in selecting dividend-paying securities may go out of favor with investors. This may cause the Fund to underperform relative to other mutual funds that do not emphasize dividend-paying stocks.</div><br /> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">In pursuing its investment strategy, the Fund, at times, may concentrate its investments in the securities of issuers in a particular industry or sector. By concentrating its investments in an industry or sector, the Fund may face more risks than if it were diversified broadly over numerous industries or sectors. Such industry-based risks, any of which may adversely affect the companies in which the Fund invests, may include, but are not limited to, general economic conditions or cyclical market patterns that could negatively affect supply and demand in a particular industry; competition for resources; adverse labor relations; political events; obsolescence of technologies; and increased competition that may affect the profitability or viability of companies in an industry. In addition, at times, an industry or sector may be out of favor and underperform other industries or the market as a whole.</div> 1241 <b>PERFORMANCE </b> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The following performance information indicates some of the risks of investing in the Fund. The bar chart below shows how the Fund&#8217;s total return has varied from year to year. The table compares the Fund&#8217;s performance with that of the Russell 2000<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Value Index, an unmanaged index of Russell 2000<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index companies with lower prices-to-book ratios and lower forecasted growth values. While the information shown in the bar chart and the table gives you some idea of the risks involved in investing in the Fund, please remember that past performance (before and after taxes) does not guarantee future results. Updated performance information is available at www.keeleyfunds.com or toll-free at 1-888-933-5391.</div> KSDVX<br/><br/><b>Year-by-year total return as of 12/31 each year (%) </b> <b>AVERAGE ANNUAL TOTAL RETURN<br/> AS OF 12/31/12 FOR THE<br/> KEELEY SMALL CAP DIVIDEND VALUE FUND</b> 3365 2807 <table cellspacing="0" cellpadding="0" width="100%" border="0" align="center" ><tr><td></td><td></td><td></td><td valign="bottom" width="21%"></td><td></td><td></td><td></td><td valign="bottom" width="21%"></td><td></td><td></td><td></td><td valign="bottom" width="21%"></td><td></td><td></td><td></td></tr><tr><td valign="bottom" align="center">&nbsp;</td><td valign="bottom" colspan="5" align="center">BEST&nbsp;QUARTER</td><td valign="bottom">&nbsp;&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="center">&nbsp;</td><td valign="bottom" colspan="5" align="center">WORST&nbsp;QUARTER</td><td valign="bottom">&nbsp;&nbsp;</td></tr><tr><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">Q2&nbsp;2009</td><td nowrap="nowrap" valign="bottom">&nbsp;&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">36.70</td><td nowrap="nowrap" valign="bottom">%&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">Q4&nbsp;2008</td><td nowrap="nowrap" valign="bottom">&nbsp;&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">(34.60</td><td nowrap="nowrap" valign="bottom">)%&nbsp;</td></tr></table> 585 116 899 392 1234 689 2180 1533 0.1504 585 116 888 381 1213 667 2132 1481 You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund. More information about these and other discounts is available from your financial professional, under the section &#8220;How Shares Are Priced&#8221; on page 59 of the Funds&#8217; Prospectus and under the section &#8220;Purchases and Redemption of Shares&#8221; on page 34 of the Funds&#8217; Statement of Additional Information (&#8220;SAI&#8221;). 50000 0.2898 <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund is subject to the typical risks of equity investing, including loss of money, company-specific risks, the effects of interest rate fluctuations, investor psychology and other factors. </div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The following performance information indicates some of the risks of investing in the Fund. The bar chart below shows how the Fund&#8217;s total return has varied from year to year. The table compares the Fund&#8217;s performance with that of the Russell 2000<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Value Index, an unmanaged index of Russell 2000<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index companies with lower prices-to-book ratios and lower forecasted growth values. </div> While the information shown in the bar chart and the table gives you some idea of the risks involved in investing in the Fund, please remember that past performance (before and after taxes) does not guarantee future results. <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px"> The bar chart and best and worst quarters shown above do not reflect the maximum 4.50% sales load. If these items reflected the sales load, returns would be less than those shown.</div> www.keeleyfunds.com BEST QUARTER 1-888-933-5391 <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The bar chart and best and worst quarters shown above do not reflect the maximum 4.50% sales load. If these items reflected the sales load, returns would be less than those shown.</div> 2012-03-31 <table cellspacing="0" cellpadding="0" width="100%" border="0" align="center" ><tr><td></td><td></td><td></td><td valign="bottom" width="21%"></td><td></td><td></td><td></td><td valign="bottom" width="21%"></td><td></td><td></td><td></td><td valign="bottom" width="21%"></td><td></td><td></td><td></td></tr><tr><td valign="bottom" align="center">&nbsp;</td><td valign="bottom" colspan="5" align="center">BEST&nbsp;QUARTER</td><td valign="bottom">&nbsp;&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="center">&nbsp;</td><td valign="bottom" colspan="5" align="center">WORST&nbsp;QUARTER</td><td valign="bottom">&nbsp;&nbsp;</td></tr><tr><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">Q4&nbsp;2011</td><td nowrap="nowrap" valign="bottom">&nbsp;&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">15.55</td><td nowrap="nowrap" valign="bottom">%&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">Q3&nbsp;2011</td><td nowrap="nowrap" valign="bottom">&nbsp;&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">(17.44</td><td nowrap="nowrap" valign="bottom">)%&nbsp;</td></tr></table> 0.0912 WORST QUARTER After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. 2012-06-30 Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. -0.0295 After-tax returns are shown for only Class A Shares and after-tax returns for Class I Shares will vary. 0.1072 0.2168 -0.5127 0.1923 0.216 -0.0349 0.1796 0.1258 0.0823 0.1851 0.1851 0.1788 0.1788 0.0989 0.1531 0.0961 -0.04 0.0678 0.1851 -0.0515 -0.043 0.0379 0.0379 0.0515 0.0515 0.1953 0.2432 0.1922 0.1663 0.3096 0.0101 0.0118 0.053 0.0379 0.065 0.0515 BEST QUARTER 2009-06-30 0.367 WORST QUARTER 2008-12-31 -0.346 0.1828 -0.4854 0.3732 0.1932 -0.024 0.2067 <div style="display:none">~ http://www.keeleyfunds.com/role/ScheduleAnnualTotalReturnsKeeleySmall-MidCapValueFundBarChart column period compact * ~</div> BEST QUARTER 2009-06-30 0.3112 WORST QUARTER 2008-12-31 -0.332 2011-10-03 2011-10-03 2011-10-03 2011-10-03 2011-10-03 0.1521 0.2105 0.1516 0.0995 0.1755 0.1755 <div style="display:none">~ http://www.keeleyfunds.com/role/ScheduleShareholderFeesKEELEYMIDCAPVALUEFUND column period compact * ~</div> 0.0011 0.0083 0.0083 0.0365 0.0011 0.0364 0.0315 0.0324 0.0083 <div style="display:none">~ http://www.keeleyfunds.com/role/ScheduleAnnualFundOperatingExpensesKEELEYMIDCAPVALUEFUND column period compact * ~</div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Keeley Mid Cap Dividend Value Fund (the &#8220;Fund&#8221;) seeks capital appreciation.</div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund. More information about these and other discounts is available from your financial professional, under the section &#8220;How Shares Are Priced&#8221; on page 59 of the Funds&#8217; Prospectus and under the section &#8220;Purchases and Redemption of Shares&#8221; on page 34 of the Funds&#8217; Statement of Additional Information (&#8220;SAI&#8221;).</div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs could be higher or lower, based on these assumptions your costs would be:</div> 0.1261 0.1843 0.0119 -0.04 -0.0514 <div style="display:none">~ http://www.keeleyfunds.com/role/ScheduleExpenseExampleTransposedKEELEYMIDCAPVALUEFUND column period compact * ~</div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund pays transaction costs, such as commissions, when it buys and sells securities (or &#8220;turns over&#8221; its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund&#8217;s performance. For the period from the Fund&#8217;s commencement of operations (October 3, 2011) through its fiscal year ended September 30, 2012, the Fund&#8217;s portfolio turnover rate was 13.74% of the average value of its portfolio.</div> 2005-08-15 2005-08-15 2005-08-15 2005-08-15 2005-08-15 2007-12-31 2007-12-31 2007-12-31 <div style="display:none">~ http://www.keeleyfunds.com/role/ScheduleAnnualTotalReturnsKEELEYMIDCAPVALUEFUNDBarChart column period compact * ~</div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund intends to pursue its investment objective by investing in companies with a mid-size market capitalization, which the Adviser currently defines as between $1.5 billion and $15 billion, and that currently pay or are reasonably expected to pay dividends to shareholders. The Adviser looks for stocks with sustainable, expected growth in earnings and dividends and attempts to buy them when they are temporarily out-of-favor or undervalued by the market. Under normal market conditions, the Fund will invest no less than 80% of its net assets plus the amount of any borrowings for investment purposes in &#8220;dividend-paying&#8221; common stocks and other equity type securities (including preferred stock) of mid-size market capitalization. &#8220;Dividend-paying&#8221; common stocks have one or more of the following characteristics: (i) attractive dividend yields that are, in the opinion of the Adviser, relatively stable or expected to grow; (ii) that pay a small dividend, but could grow their dividend over the next few years; and (iii) that pay no dividend, but may initiate a dividend or return cash to shareholders in other ways, such as through a share repurchase program. The Adviser reasonably expects that a company will pay a dividend or return cash to shareholders in other ways based upon the company&#8217;s operating history, its growth and profitability opportunities, and its history of sales, profits and dividend payments. As long as an investment continues to meet the Fund&#8217;s other investment criteria set forth below, the Fund may choose to hold such securities even if the company&#8217;s capitalization moves outside the $1.5 billion to $15 billion capitalization range. If less than 80% of the Fund&#8217;s assets (plus the amount of any borrowings for investment purposes) are invested in companies with a mid-size market capitalization, the Fund will not invest in companies other than those with a mid-size market capitalization until the 80% threshold is restored. </div><br /><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">Each stock is judged on its potential for above-average capital appreciation. In addition, the Adviser believes that a track record of dividend increases is an excellent indicator of a company&#8217;s financial health and growth prospects, and that over the long-term, income can contribute significantly to total return. Dividends also can help reduce the Fund&#8217;s volatility during periods of market turbulence and help offset losses when stock prices are falling. The Fund intends to pay the dividends it receives at least annually. The Fund will seek to invest in securities of mid-cap, undervalued companies that meet certain criteria identified by the Adviser from time to time. It is the Adviser&#8217;s intention typically to hold securities for more than two years. However, the Adviser may sell securities when a more attractive opportunity emerges, when a company becomes overweighted in the portfolio, or when operating difficulties or other circumstances make selling desirable. </div><br /><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund may be suitable for the more aggressive section of an investor&#8217;s portfolio. The Fund is designed for people who want to grow their capital over the long-term and who are comfortable with possible frequent short-term changes in the value of their investment. An investment in the Fund should not be considered a complete investment program.</div> -0.0106 -0.0106 -0.009 <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund is subject to the typical risks of equity investing, including loss of money, company-specific risks, the effects of interest rate fluctuations, investor psychology and other factors. The Adviser&#8217;s method of security selection may not be successful and the Fund may underperform the stock market as a whole. The value of your investment will increase or decrease, so your shares may be worth more or less money than your original investment. </div><br /><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">Investing in mid-cap securities presents more risk than investing in more established or large-cap company securities. Mid-cap companies often have more limited resources and greater variation in operating results, leading to greater price volatility. Trading volumes may be lower, making such securities less liquid. </div><br /><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">Any repeal or failure to extend the current federal tax treatment of qualified dividend income could make dividend-paying securities less appealing to investors and could have a negative impact on the performance of the Fund. Also, the companies held by the Fund may reduce or stop paying dividends, which may affect the Fund&#8217;s ability to generate income. The Adviser&#8217;s approach in selecting dividend-paying securities may go out of favor with investors. This may cause the Fund to underperform relative to other mutual funds that do not emphasize dividend-paying stocks. </div><br /><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">In pursuing its investment strategy, the Fund, at times, may concentrate its investments in the securities of issuers in a particular industry or sector. By concentrating its investments in an industry or sector, the Fund may face more risks than if it were diversified broadly over numerous industries or sectors. Such industry-based risks, any of which may adversely affect the companies in which the Fund invests, may include, but are not limited to, general economic conditions or cyclical market patterns that could negatively affect supply and demand in a particular industry; competition for resources; adverse labor relations; political events; obsolescence of technologies; and increased competition that may affect the profitability or viability of companies in an industry. In addition, at times, an industry or sector may be out of favor and underperform other industries or the market as a whole.</div> <div style="display:none">~ http://www.keeleyfunds.com/role/ScheduleAverageAnnualTotalReturnsTransposedKEELEYMIDCAPVALUEFUND column period compact * ~</div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The bar chart and best and worst quarters shown above do not reflect the maximum 4.50% sales load. If these items reflected the sales load, returns would be less than those shown.</div> 2006-06-14 2006-06-14 2006-06-14 2006-06-14 2007-12-31 2007-12-31 <table cellspacing="0" cellpadding="0" width="100%" border="0" align="center" ><tr><td></td><td></td><td></td><td valign="bottom" width="21%"></td><td></td><td></td><td></td><td valign="bottom" width="21%"></td><td></td><td></td><td></td><td valign="bottom" width="21%"></td><td></td><td></td><td></td></tr><tr><td valign="bottom" align="center">&nbsp;</td><td valign="bottom" colspan="5" align="center">BEST&nbsp;QUARTER</td><td valign="bottom">&nbsp;&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="center">&nbsp;</td><td valign="bottom" colspan="5" align="center">WORST&nbsp;QUARTER</td><td valign="bottom">&nbsp;&nbsp;</td></tr><tr><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">1Q&nbsp;2012</td><td nowrap="nowrap" valign="bottom">&nbsp;&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">9.12</td><td nowrap="nowrap" valign="bottom">%&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">2Q&nbsp;2012</td><td nowrap="nowrap" valign="bottom">&nbsp;&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">(2.95</td><td nowrap="nowrap" valign="bottom">)%&nbsp;</td></tr></table> 2007-08-15 2007-08-15 2007-08-15 2007-08-15 2007-08-15 KEELEY Mid Cap Value Fund <b>INVESTMENT OBJECTIVE</b> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Keeley Mid Cap Value Fund (the &#8220;Fund&#8221;) seeks capital appreciation.</div> <b>FEES AND EXPENSES OF THE FUND</b> <div style="display:none">~ http://www.keeleyfunds.com/role/ScheduleShareholderFeesKeeleyMidCapDividendValueFund column period compact * ~</div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund. More information about these and other discounts is available from your financial professional, under the section &#8220;How Shares Are Priced&#8221; on page 59 of the Funds&#8217; Prospectus and under the section &#8220;Purchases and Redemption of Shares&#8221; on page 34 of the Funds&#8217; Statement of Additional Information (&#8220;SAI&#8221;).</div> <b>SHAREHOLDER FEES<br/> (FEES PAID DIRECTLY FROM YOUR INVESTMENT)</b> <b>ANNUAL FUND OPERATING EXPENSES<br/> (EXPENSES THAT YOU PAY EACH YEAR AS A<br/> PERCENTAGE OF THE VALUE OF YOUR INVESTMENT)</b> <b>Example</b> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs could be higher or lower, based on these assumptions your costs would be:</div> <b>Portfolio Turnover </b> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund pays transaction costs, such as commissions, when it buys and sells securities (or &#8220;turns over&#8221; its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund&#8217;s performance. During the most recent fiscal year, the Fund&#8217;s portfolio turnover rate was 26.44% of the average value of its portfolio.</div> <b>PRINCIPAL INVESTMENT STRATEGIES AND POLICIES </b> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund intends to pursue its investment objective by investing in companies with a mid-size market capitalization, which the Adviser currently defines as between $1.5 billion and $15 billion. Under normal market conditions, the Fund will invest no less than 80% of its net assets plus the amount of any borrowings for investment purposes in common stocks and other equity type securities (including preferred stock, convertible debt securities and warrants) of companies with a mid-size market capitalization. As long as an investment continues to meet the Fund&#8217;s other criteria set forth below, the Fund may choose to hold such securities even if the company&#8217;s capitalization moves outside the $1.5 billion to $15 billion capitalization range. If less than 80% of the Fund&#8217;s assets (plus the amount of any borrowings for investment purposes) are invested in companies with a mid-size market capitalization, the Fund will not invest in companies other than those with a mid-size market capitalization until the 80% threshold is restored.</div><br/><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Adviser focuses its attention on particular kinds of undervalued stocks and concentrates on identifying companies going through major changes (for example, corporate restructuring). Current dividend or interest income is not a factor for the Fund when choosing securities. Each stock is judged on its potential for above-average capital appreciation. It is the Adviser&#8217;s intention typically to hold securities for more than two years to allow the corporate restructuring process to yield results. However, the Adviser may sell securities when a more attractive opportunity emerges, when a company becomes overweighted in the portfolio, or when operating difficulties or other circumstances make selling desirable.</div><br/><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund may be suitable for the more aggressive section of an investor&#8217;s portfolio. The Fund is designed for people who want to grow their capital over the long-term and who are comfortable with possible frequent short-term changes in the value of their investment. An investment in the Fund should not be considered a complete investment program.</div> <b>MAIN RISKS</b> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund is subject to the typical risks of equity investing, including loss of money, company-specific risks, the effects of interest rate fluctuations, investor psychology and other factors. The Adviser&#8217;s method of security selection may not be successful and the Fund may underperform the stock market as a whole. The value of your investment will increase or decrease, so your shares may be worth more or less money than your original investment.</div><br/><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">Investing in companies emerging from bankruptcy presents special risks, since these companies often are subject to specific plans imposed by their lenders that they must meet in a fairly short time frame. In addition, such companies must overcome the negative perceptions resulting from a previous bankruptcy. Generally, companies going through corporate restructuring are more likely than others to remain undervalued.</div><br/><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">Investing in securities of mid-cap companies presents more risks than investing in securities of more established or large-cap companies. Mid-cap companies often have more limited resources and greater variation in operating results, leading to greater price volatility. Trading volumes may be lower, making such securities less liquid.</div><br/><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">In pursuing its investment strategy, the Fund, at times, may concentrate its investments in the securities of issuers in a particular industry or sector. By concentrating its investments in an industry or sector, the Fund may face more risks than if it were diversified broadly over numerous industries or sectors. Such industry-based risks, any of which may adversely affect the companies in which the Fund invests, may include, but are not limited to, general economic conditions or cyclical market patterns that could negatively affect supply and demand in a particular industry; competition for resources; adverse labor relations; political events; obsolescence of technologies; and increased competition that may affect the profitability or viability of companies in an industry. In addition, at times, an industry or sector may be out of favor and underperform other industries or the market as a whole.</div> <b>PERFORMANCE</b> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The following performance information indicates some of the risks of investing in the Fund. The bar chart below shows how the Fund&#8217;s total return has varied from year to year. The table compares the Fund&#8217;s performance with that of the Russell Midcap<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Value Index, an unmanaged index that measures the performance of the mid-cap value segment of the U.S. equity universe with lower price-to-book ratios and lower forecasted growth values. To assist investors in understanding the broader market of mid-cap company securities, the table also includes the S&amp;P Midcap 400<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index, a broad-based market index that measures the performance of the mid-cap range of U.S. equity securities. While the information shown in the bar chart and the table gives you some idea of the risks involved in investing in the Fund, please remember that past performance (before and after taxes) does not guarantee future results. Updated performance information is available at www.keeleyfunds.com or toll-free at 1-888-933-5391.</div> <div style="display:none">~ http://www.keeleyfunds.com/role/ScheduleAnnualTotalReturnsKeeleyMidCapDividendValueFundBarChart column period compact * ~</div> KMCVX<br/><br/><b>Year-by-year total return as of 12/31 each year (%)</b> <table cellspacing="0" cellpadding="0" width="100%" border="0" align="center" ><tr><td></td><td></td><td></td><td valign="bottom" width="21%"></td><td></td><td></td><td></td><td valign="bottom" width="21%"></td><td></td><td></td><td></td><td valign="bottom" width="21%"></td><td></td><td></td><td></td></tr><tr><td valign="bottom" align="center">&nbsp;</td><td valign="bottom" colspan="5" align="center">BEST&nbsp;QUARTER</td><td valign="bottom">&nbsp;&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="center">&nbsp;</td><td valign="bottom" colspan="5" align="center">WORST&nbsp;QUARTER</td><td valign="bottom">&nbsp;&nbsp;</td></tr><tr><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">Q3&nbsp;2009</td><td nowrap="nowrap" valign="bottom">&nbsp;&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">18.71</td><td nowrap="nowrap" valign="bottom">%&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">Q4&nbsp;2008</td><td nowrap="nowrap" valign="bottom">&nbsp;&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">(33.59</td><td nowrap="nowrap" valign="bottom">)%&nbsp;</td></tr></table> <b>AVERAGE ANNUAL TOTAL RETURN AS<br/> OF 12/31/12 FOR THE<br/>KEELEY MID CAP VALUE FUND</b> You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund. More information about these and other discounts is available from your financial professional, under the section &#8220;How Shares Are Priced&#8221; on page 59 of the Funds&#8217; Prospectus and under the section &#8220;Purchases and Redemption of Shares&#8221; on page 34 of the Funds&#8217; Statement of Additional Information (&#8220;SAI&#8221;). 50000 January 31, 2014 0.2644 <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund is subject to the typical risks of equity investing, including loss of money, company-specific risks, the effects of interest rate fluctuations, investor psychology and other factors.</div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The following performance information indicates some of the risks of investing in the Fund. The bar chart below shows how the Fund&#8217;s total return has varied from year to year. The table compares the Fund&#8217;s performance with that of the Russell Midcap<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Value Index, an unmanaged index that measures the performance of the mid-cap value segment of the U.S. equity universe with lower price-to-book ratios and lower forecasted growth values. To assist investors in understanding the broader market of mid-cap company securities, the table also includes the S&amp;P Midcap 400<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index, a broad-based market index that measures the performance of the mid-cap range of U.S. equity securities.</div> While the information shown in the bar chart and the table gives you some idea of the risks involved in investing in the Fund, please remember that past performance (before and after taxes) does not guarantee future results. www.keeleyfunds.com 1-888-933-5391 <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The bar chart and best and worst quarters shown above do not reflect the maximum 4.50% sales load. If these items reflected the sales load, returns would be less than those shown.</div> After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only Class A Shares and after-tax returns for Class I Shares will vary. BEST QUARTER 2009-09-30 0.1871 WORST QUARTER 2008-12-31 -0.3359 <div style="display:none">~ http://www.keeleyfunds.com/role/ScheduleAnnualTotalReturnsKeeleyAllCapValueFundBarChart column period compact * ~</div> <table cellspacing="0" cellpadding="0" width="100%" border="0" align="center" ><tr><td></td><td></td><td></td><td valign="bottom" width="21%"></td><td></td><td></td><td></td><td valign="bottom" width="21%"></td><td></td><td></td><td></td><td valign="bottom" width="21%"></td><td></td><td></td><td></td></tr><tr><td valign="bottom" align="center">&nbsp;</td><td valign="bottom" colspan="5" align="center">BEST&nbsp;QUARTER</td><td valign="bottom">&nbsp;&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="center">&nbsp;</td><td valign="bottom" colspan="5" align="center">WORST&nbsp;QUARTER</td><td valign="bottom">&nbsp;&nbsp;</td></tr><tr><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">Q2&nbsp;2009</td><td nowrap="nowrap" valign="bottom">&nbsp;&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">31.12</td><td nowrap="nowrap" valign="bottom">%&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">Q4&nbsp;2008</td><td nowrap="nowrap" valign="bottom">&nbsp;&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">(33.20</td><td nowrap="nowrap" valign="bottom">)%&nbsp;</td></tr></table> You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund. More information about these and other discounts is available from your financial professional, under the section &#8220;How Shares Are Priced&#8221; on page 59 of the Funds&#8217; Prospectus and under the section &#8220;Purchases and Redemption of Shares&#8221; on page 34 of the Funds&#8217; Statement of Additional Information (&#8220;SAI&#8221;). 50000 January 31, 2014 0.2587 The Fund is subject to the typical risks of equity investing, including loss of money, company-specific risks, the effects of interest rate fluctuations, investor psychology and other factors. <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The following performance information indicates some of the risks of investing in the Fund. The bar chart below shows how the Fund&#8217;s total return has varied from year to year. The table compares the Fund&#8217;s performance with that of the Russell 2000<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index, an unmanaged index made up of the smallest 2,000 companies in the Russell 3000<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index. To assist investors in understanding the broader equity market, the table also includes the performance of the S&amp;P 500<sup style="POSITION: relative; BOTTOM: 0.8ex; VERTICAL-ALIGN: baseline">&#174;</sup> Index, a broad market-weighted index dominated by blue-chip stocks.</div> www.keeleyfunds.com 1-888-933-5391 While the information shown in the bar chart and the table gives you some idea of the risks involved in investing in the Fund, please remember that past performance (before and after taxes) does not guarantee future results. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only Class A Shares and after-tax returns for Class I Shares will vary. BEST QUARTER 2009-06-30 0.2239 WORST QUARTER 2008-12-31 -0.3234 0.045 0 0 0 0 0 0 0 0 0 0.0094 0.0094 0 0.0025 0.0019 0.0019 0.0138 0.0113 0 0 0.0138 0.0113 585 116 <div style="display:none">~ http://www.keeleyfunds.com/role/ScheduleAnnualTotalReturnsKeeleySmallCapDividendValueFundBarChart column period compact * ~</div> 870 362 1176 628 2043 1386 0.2413 0.1825 0.1821 0.1191 0.1635 BEST QUARTER 2011-12-31 0.1555 0.1635 0.16 0.16 WORST QUARTER 2011-09-30 0.001 0.0129 0.0009 -0.1744 0.0009 0.0356 0.0356 0.0166 0.0166 0.1072 0.1061 0.0959 0.0972 0.071 0.3931 0.3294 0.1612 0.1955 0.0717 -0.4018 0.2167 0.2598 -0.0729 0.2381 <div style="display:none">~ http://www.keeleyfunds.com/role/ScheduleAnnualTotalReturnsKeeleySmallCapValueFundBarChart column period compact * ~</div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund is subject to the typical risks of equity investing, including loss of money, company-specific risks, the effects of interest rate fluctuations, investor psychology and other factors. The Adviser&#8217;s method of security selection may not be successful and the Fund may underperform the stock market as a whole. The value of your investment will increase or decrease, so your shares may be worth more or less money than your original investment.</div><br/><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px"> Investing in companies emerging from bankruptcy presents special risks, since these companies often are subject to specific plans imposed by their lenders that they must meet in a fairly short time frame. In addition, such companies must overcome the negative perceptions resulting from a previous bankruptcy. Generally, companies going through corporate restructuring are more likely than others to remain undervalued. </div><br/><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">Investing in securities of small-cap and mid-cap companies presents more risks than investing in securities of more established or large-cap companies. Small-cap and mid-cap companies often have more limited resources and greater variation in operating results, leading to greater price volatility. Trading volumes may be lower, making such securities less liquid. </div><br/><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">Because of its hedging strategy, the Fund is subject to the increased risks associated with investments in put and call options, futures, derivatives and, in general, synthetic instruments. Futures prices are highly volatile, with price movements being influenced by a multitude of factors such as supply and demand relationships, government trade, fiscal, monetary and exchange control policies, political and economic events and emotions in the marketplace. Futures trading also is highly leveraged. Further, futures trading may be illiquid as a result of daily limits on movements of prices. Non-exchange traded derivatives, swaps and certain options and other custom derivative or synthetic instruments are subject to the risk of nonperformance by the counterparty to such instrument, including risks relating to the financial soundness and creditworthiness of the counterparty. </div><br/><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund is subject to risks associated with short sales, investments in ETFs and ETNs and, in general, liquidity risks. If the value of a security sold short increases, the Fund may have to cover its short position at a higher price than the short sale price, resulting in a loss. The Fund&#8217;s loss on a short sale is potentially unlimited because there is no upward limit on the price a security could attain; by comparison, for a long position, the maximum loss is the price paid for the security plus transaction costs. Investing in ETFs or ETNs involves risks generally associated with investments in a broadly based portfolio of securities or commodities that do not apply to conventional funds, including: (1) the net asset value of the ETF or the ETN may deviate significantly from its trading value; (2) an active trading market for an ETF or an ETN may not develop or be maintained; (3) trading of an ETF or of an ETN may be halted if the listing exchange deems such action appropriate; (4) ETF or ETN shares may be delisted from the exchange on which they trade; and (5) the downgrading of the credit rating of the issuer of the ETN may cause the Fund&#8217;s investment to drop in value even if no change in value has occurred in the underlying index. The Fund&#8217;s investments in ETFs or ETNs also are subject to liquidity risks. The ETF or the ETN may not be able to pay redemption proceeds within the time period stated in its prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons.</div><br/><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">In pursuing its investment strategy, the Fund, at times, may concentrate its investments in the securities of issuers in a particular industry or sector. By concentrating its investments in an industry or sector, the Fund may face more risks than if it were diversified broadly over numerous industries or sectors. Such industry-based risks, any of which may adversely affect the companies in which the Fund invests, may include, but are not limited to, general economic conditions or cyclical market patterns that could negatively affect supply and demand in a particular industry; competition for resources; adverse labor relations; political events; obsolescence of technologies; and increased competition that may affect the profitability or viability of companies in an industry. In addition, at times, an industry or sector may be out of favor and underperform other industries or the market as a whole.</div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund is an alternative investment vehicle within the Keeley Funds&#8217; family since, unlike the other Funds, it is primarily designed to provide downside market protection through the use of hedging strategies. Please see below for a description of the different hedging strategies that the Fund may employ to achieve its investment objectives.</div><br/><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund intends to pursue its investment objectives by investing primarily in the types of equity securities described below; however, the Fund has broad and flexible investment authority. For the equity investments, the Fund intends to pursue its investment objectives by investing in companies with small and mid-size market capitalizations, which the Adviser currently defines as $7.5 billion or less. Under normal market conditions, the Fund will invest no less than 80% of the net assets of its equity investments plus the amount of any borrowings for investment purposes in common stocks and other equity type securities (including preferred stock, convertible debt securities and warrants) of companies with small and mid-size market capitalizations. As long as an investment continues to meet the Fund&#8217;s other criteria set forth below, the Fund may choose to hold such securities even if the company grows beyond the $7.5 billion capitalization level. If less than 80% of the Fund&#8217;s equity investment assets (plus the amount of any borrowings for investment purposes) are invested in such companies, the Fund will not invest in companies other than those with small and mid-size market capitalizations until the 80% threshold is restored.</div><br/><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Adviser has selected, and the Board of Directors has approved, Broadmark Asset Management, LLC (the &#8220;Sub-Adviser&#8221; or &#8220;Broadmark&#8221;) as the sub-adviser for the Fund. Broadmark attempts to mitigate market risk within the Fund&#8217;s equity portfolio through a dynamic hedging strategy based upon a multi-factor process that includes the use of certain derivative instruments, including options, futures contracts (sometimes referred to as futures) and options on futures contracts, as well as Exchange-Traded Funds (&#8220;ETFs&#8221;) and Exchange-Traded Notes (&#8220;ETNs&#8221;). Broadmark may utilize any asset class of an ETF or ETN, but will primarily utilize equity-based instruments. In performing its services, Broadmark assesses such factors as monetary policy, valuation analysis, investor sentiment and momentum. Broadmark adjusts the Fund&#8217;s net exposure to equities based upon its overall assessment of risk and opportunity in the market and the Fund&#8217;s portfolio, including the Fund&#8217;s cash position. When Broadmark perceives the Fund&#8217;s equity risks to be low and opportunities high, and depending upon the Fund&#8217;s cash positions, the Fund could have a low to zero exposure to hedging vehicles. Further, at times when equity opportunity is high and equity risk low, Broadmark may invest a portion of the Fund&#8217;s cash balance in futures, options or ETFs. Conversely, when Broadmark perceives the Fund&#8217;s equity market risk to be high, and opportunity low, it will reduce the Fund&#8217;s net exposure by selling, among other things, futures and option combos, and may effect short sales of individual securities and/or ETFs and ETNs or take long positions in inverse ETFs. Broadmark can hedge up to 100% of the Fund&#8217;s long equity exposure. Generally, it is the Fund&#8217;s objective to maintain net exposure between 100% and 0% net long. For example, if the Fund invests 100% of its net assets in long positions and 100% of its net assets in short positions, the Fund is 0% net long. </div><br/><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">If successful, these strategies can reduce risk of loss by wholly or partially offsetting the negative effect of unfavorable price movements, but such strategies also can reduce opportunity for gain by offsetting the positive effect of favorable price movements. For example, if the Fund entered into a short hedge because Broadmark projected a decline in the price of a security in the Fund&#8217;s portfolio, and the price of that security increased instead, the gain from that increase might be wholly or partially offset by a decline in the price of the derivative instrument. Moreover, if the price of the derivative instrument declined by more than the increase in the price of the security, the Fund could suffer a loss. In either such case, the Fund would have been in a better position had it not attempted to hedge at all. There is no guarantee that Broadmark will accurately measure existing risk.</div><br/> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Adviser focuses the equity investments of the Fund on particular kinds of undervalued stocks and concentrates on identifying companies going through major changes (for example, corporate restructuring), including: corporate spin-offs (tax-free distributions of a parent company&#8217;s division to shareholders); financial restructuring, including acquisitions, recapitalizations and companies emerging from bankruptcy; companies selling at or below actual or perceived book value; savings and loan and insurance conversions; and distressed utilities. Current dividend or interest income is not a factor for the Fund when choosing securities. It is the Adviser&#8217;s intention typically to hold equity securities for more than two years to allow the corporate restructuring process to yield results. However, the Adviser may sell these securities when a more attractive opportunity emerges, when a company becomes overweighted in the portfolio, or when operating difficulties or other circumstances make selling desirable.</div><br/><div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund may be suitable for the more aggressive section of an investor&#8217;s portfolio. The Fund is designed for people who want to grow their capital over the long-term and who are comfortable with possible frequent short-term changes in the value of their investment. An investment in the Fund should not be considered a complete investment program.</div> 2007-12-31 <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Keeley Alternative Value Fund (the &#8220;Fund&#8221;) seeks to achieve long-term capital appreciation, as well as to protect capital during adverse market conditions.</div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The table below describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund. More information about these and other discounts is available from your financial professional, under the section &#8220;How Shares Are Priced&#8221; on page 59 of the Funds&#8217; Prospectus and under the section &#8220;Purchases and Redemption of Shares&#8221; on page 34 of the Funds&#8217; Statement of Additional Information (&#8220;SAI&#8221;).</div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Fund&#8217;s operating expenses remain the same. Although your actual costs could be higher or lower, based on these assumptions your costs would be:</div> <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The Fund pays transaction costs, such as commissions, when it buys and sells securities (or &#8220;turns over&#8221; its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in Annual Fund Operating Expenses or in the Example, affect the Fund&#8217;s performance. During the most recent fiscal year, the Fund&#8217;s portfolio turnover rate was 59.05% of the average value of its portfolio.</div> KALVX<br/><br/><b>Year-by-year total return as of 12/31 each year (%) </b> <table cellspacing="0" cellpadding="0" width="100%" border="0" align="center" ><tr><td></td><td></td><td></td><td valign="bottom" width="21%"></td><td></td><td></td><td></td><td valign="bottom" width="21%"></td><td></td><td></td><td></td><td valign="bottom" width="21%"></td><td></td><td></td><td></td></tr><tr><td valign="bottom" align="center">&nbsp;</td><td valign="bottom" colspan="5" align="center">BEST&nbsp;QUARTER</td><td valign="bottom">&nbsp;&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="center">&nbsp;</td><td valign="bottom" colspan="5" align="center">WORST&nbsp;QUARTER</td><td valign="bottom">&nbsp;&nbsp;</td></tr><tr><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">Q4&nbsp;2010</td><td nowrap="nowrap" valign="bottom">&nbsp;&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">14.10</td><td nowrap="nowrap" valign="bottom">%&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">Q3&nbsp;2011</td><td nowrap="nowrap" valign="bottom">&nbsp;&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom">&nbsp;</td><td valign="bottom" align="right">(12.52</td><td nowrap="nowrap" valign="bottom">)%&nbsp;</td></tr></table> -0.1024 0.2045 <div style="MARGIN-TOP: 6px; TEXT-INDENT: 4%; MARGIN-BOTTOM: 0px">The bar chart and best and worst quarters shown above do not reflect the maximum 4.50% sales load. If these items reflected the sales load, returns would be less than those shown. </div> 0.016 0.016 0.0025 0 0.0053 0.0238 0.0213 -0.0049 -0.0049 0.0189 0.0164 633 167 1132 639 1657 1137 3088 2509 2007-12-31 2007-12-31 0.1499 0.2071 0.1499 0.0974 0.1921 0.16 0.0228 0.0429 0.0125 0.018 0.0999 0.0951 2009-12-01 2009-12-01 2009-12-01 2009-12-01 2009-12-01 January 31, 2014 KEELEY Small-Mid Cap Value Fund 0.0053 2010-04-01 2010-04-01 2010-04-01 2010-04-01 2010-04-01 2010-04-01 <div style="display:none">~ http://www.keeleyfunds.com/role/ScheduleAnnualTotalReturnsKeeleyAlternativeValueFundBarChart column period compact * ~</div> 0.5905 BEST QUARTER 2010-12-31 0.141 WORST QUARTER 2011-09-30 -0.1252 You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in the Fund. More information about these and other discounts is available from your financial professional, under the section &#8220;How Shares Are Priced&#8221; on page 59 of the Funds&#8217; Prospectus and under the section &#8220;Purchases and Redemption of Shares&#8221; on page 34 of the Funds&#8217; Statement of Additional Information (&#8220;SAI&#8221;). 50000 KEELEY Alternative Value Fund The Fund's adviser, Keeley Asset Management Corp. (the "Adviser"), has contractually agreed to waive a portion of its management fee or reimburse the Fund to the extent that total ordinary operating expenses during the current fiscal year as a percentage of average net assets for the Fund exceed 1.39% for Class A Shares and 1.14% for Class I Shares. The waivers are in effect through January 31, 2014, and neither the Adviser nor the Fund can discontinue the agreement prior to its expiration. The Fund's adviser, Keeley Asset Management Corp. (the "Adviser"), has contractually agreed to waive a portion of its management fee or reimburse the Fund to the extent that total ordinary operating expenses during the current fiscal year as a percentage of average net assets for the Fund exceed 1.39% for Class A Shares and 1.14% for Class I Shares. The waivers are in effect through January 31, 2014, and neither the Adviser nor the Fund can discontinue the agreement prior to its expiration. This performance table reflects the payment of the 4.50% sales load on the purchase of Class A Shares. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only Class A Shares and after-tax returns for Class I Shares will vary. Since the inception date of the respective class. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for only Class A Shares and after-tax returns for Class I Shares will vary. This performance table reflects the payment of the 4.50% sales load on the purchase of Class A Shares. The information in the bar chart represents the performance of the Fund's Class A Shares. Performance information for the Fund's Class I Shares is not shown and the performance of that class will be different from the Fund's Class A Shares because the expenses of each class are different. This performance table reflects the payment of the 4.50% sales load on the purchase of Class A Shares. The Fund's adviser, Keeley Asset Management Corp. (the "Adviser"), has contractually agreed to waive a portion of its management fee or reimburse the Fund to the extent that total ordinary operating expenses during the current fiscal year as a percentage of average net assets for the Fund exceed 1.39% for Class A Shares and 1.14% for Class I Shares. The waivers are in effect through January 31, 2014, and neither the Adviser nor the Fund can discontinue the agreement prior to its expiration. The Fund's adviser, Keeley Asset Management Corp. (the "Adviser"), has contractually agreed to waive a portion of its management fee or reimburse the Fund to the extent that total ordinary operating expenses during the current fiscal year as a percentage of average net assets for the Fund exceed 1.39% for Class A Shares and 1.14% for Class I Shares. The waivers are in effect through January 31, 2014, and neither the Adviser nor the Fund can discontinue the agreement prior to its expiration. The information provided in the bar chart prior to January 1, 2008 represents the performance of KEELEY Small Cap Value Fund, Inc., the predecessor to the Class A Shares of the Small Cap Value Fund. Performance information for the Fund's Class I Shares is not shown and the performance of that class will be different from the Fund's Class A Shares because the expenses of each class are different. Other Expenses do not include extraordinary items such as dividend and interest expense. If these expenses were included, Other Expenses would increase by 0.09% for Class A and Class I Shares. The Fund's adviser, Keeley Asset Management Corp. (the "Adviser"), has contractually agreed to waive a portion of its management fee or reimburse the Fund to the extent that total ordinary operating expenses during the current fiscal year as a percentage of average net assets for the Fund exceed 1.89% for Class A Shares and 1.64% for Class I Shares. The waivers are in effect through January 31, 2014, and neither the Adviser nor the Fund can discontinue the agreement prior to its expiration. 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