UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-21761
Keeley Funds, Inc.
(Exact name of registrant as specified in charter)
141 West Jackson Boulevard
Suite 2150
Chicago, IL 60604
(Address of principal executive offices) (Zip code)
Kevin Keeley
141 West Jackson Boulevard
Suite 2150
Chicago, IL 60604
(Name and address of agent for service)
Registrant’s telephone number, including area code: 312-786-5000
Date of fiscal year end: September 30
Date of reporting period: March 31, 2023
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
| (a) | The Report to Shareholders is attached herewith. |
KEELEY Small Cap Dividend Value Fund |
KEELEY Small-Mid Cap Value Fund |
KEELEY Mid Cap Dividend Value Fund |
Semiannual Report
March 31, 2023
As permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Funds’ annual and semiannual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Funds’ website (www.keeleyfunds.com), and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. To elect to receive all future reports on paper free of charge, please contact your financial intermediary, or, if you invest directly with the Funds, you may call 800-422-3554 or send an email request to info@keeleyteton.com. |
KEELEY FUNDS
(Unaudited)
| | Class A Shares | | Class I Shares |
| | Average Annual Returns — March 31, 2023(a)(b) | | Average Annual Returns — March 31, 2023(a) |
| | 1 Year | | 5 Year | | 10 Year | | Since Inception | | Gross Expense Ratio | | Expense Ratio after Adviser Reimbursements | | 1 Year | | 5 Year | | 10 Year | | Since Inception | | Gross Expense Ratio | | Expense Ratio after Adviser Reimbursements |
KEELEY Small Cap | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividend Value Fund | | (9.01 | )% | | 4.01 | % | | 6.16 | % | | 9.38 | % | | 1.48 | % | | 1.29 | % | | (4.56 | )% | | 5.23 | % | | 6.91 | % | | 10.30 | % | | 1.23 | % | | 1.04 | % |
KEELEY Small-Mid Cap | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Value Fund | | (9.89 | ) | | 3.43 | | | 5.92 | | | 6.49 | | | 1.75 | | | 1.45 | | | (5.43 | ) | | 4.65 | | | 6.68 | | | 7.07 | | | 1.50 | | | 1.20 | |
KEELEY Mid Cap | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividend Value Fund | | (8.04 | ) | | 4.89 | | | 8.08 | | | 10.83 | | | 1.40 | | | 1.20 | | | (3.43 | ) | | 6.14 | | | 8.86 | | | 11.55 | | | 1.15 | | | 0.95 | |
| (a) | Returns represent past performance and do not guarantee future results. Total returns and average annual returns reflect changes in share price and reinvestment of dividends and are net of expenses. Investment returns and the principal value of an investment will fluctuate. When shares are redeemed they may be worth more or less than their original cost. Current performance may be lower or higher than the performance data presented. Visit www.keeleyfunds.com for performance information as of the most recent month end. Investors should carefully consider the investment objectives, risks, charges, and expenses of a Fund before investing. The prospectuses contain information about these and other matters and should be read carefully before investing. To obtain a prospectus, please visit our website at www.keeleyfunds.com. The prospectuses contain expense reimbursement information and should be read carefully before investing. The gross expense ratios and expense ratios after Adviser reimbursements are from the current prospectus dated January 27, 2023. The contractual reimbursements are in effect through February 28, 2024. |
| (b) | Includes the effect of the maximum 4.50% sales charge at the beginning of the period. |
| | Inception Dates |
| | Class A Shares | | Class I Shares |
KEELEY Small Cap Dividend Value Fund | | 12/01/09 | | 12/01/09 |
KEELEY Small-Mid Cap Value Fund | | 08/15/07 | | 08/15/07 |
KEELEY Mid Cap Dividend Value Fund | | 10/03/11 | | 10/03/11 |
The KEELEY Funds file complete schedules of portfolio holdings with the Securities and Exchange Commission (the SEC) for the first and third quarters of each fiscal year on Form N-PORT. Shareholders may obtain this information at www.keeleyfunds.com or by calling the Funds at 800-422-3554. The Funds’ Form N-PORT is available on the SEC’s website at www.sec.gov and may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 800-SEC-0330.
Proxy Voting
Each Fund files Form N-PX with its complete proxy voting record for the twelve months ended June 30, no later than August 31 of each year. A description of the Funds’ proxy voting policies, procedures, and how the Funds voted proxies relating to portfolio securities are available without charge, upon request, by (i) calling 800-422-3554; (ii) writing to The KEELEY Funds at One Corporate Center, Rye, NY 10580-1422; and (iii) visiting the SEC’s website at www.sec.gov.
KEELEY Funds
Disclosure of Fund Expenses (Unaudited)
For the Six Month Period from October 1, 2022 through March 31, 2023
We believe it is important for you to understand the impact of fees and expenses regarding your investment. All mutual funds have operating expenses. As a shareholder of a fund, you incur ongoing costs, which include costs for portfolio management, administrative services, and shareholder reports (like this one), among others. Operating expenses, which are deducted from a fund’s gross income, directly reduce the investment return of a fund. When a fund’s expenses are expressed as a percentage of its average net assets, this figure is known as the expense ratio. The following examples are intended to help you understand the ongoing costs (in dollars) of investing in your Fund and to compare these costs with those of other mutual funds. The examples are based on an investment of $1,000 made at the beginning of the period shown and held for the entire period.
The Expense Table below illustrates your Fund’s costs in two ways:
Actual Fund Return: This section provides information about actual account values and actual expenses. You may use this section to help you to estimate the actual expenses that you paid over the period after any fee waivers and expense reimbursements. The “Ending Account Value” shown is derived from the Fund’s actual return during the past six months, and the Expenses Paid During Period” shows the dollar amount that would have been paid by an investor who started with $1,000 in the Fund. You may use this information, together with the amount you invested, to estimate the expenses that you paid over the period. To do so, simply
divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your Fund under the heading “Expenses Paid During Period” to estimate the expenses you paid during this period.
Hypothetical 5% Return: This section provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio. It assumes a hypothetical annualized return of 5% before expenses during the period shown. In this case – because the hypothetical return used is not the Fund’s actual return – the results do not apply to your investment and you cannot use the hypothetical account value and expense to estimate the actual ending account balance or expenses you paid for the period. This example is useful in making comparisons of the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads), redemption fees, or exchange fees, if any, which are described in the Prospectus. If these costs were applied to your account, your costs would be higher. Therefore, the 5% hypothetical return is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.
Expense Table
| Actual Fund Return | | | Hypothetical 5% Return | |
| Beginning | Ending | Annualized | Expenses | | Beginning | Ending | Annualized | Expenses |
| Account Value | Account Value | Expense | Paid During | | Account Value | Account Value | Expense | Paid During |
| 10/01/22 | 03/31/23 | Ratio | Period* | 10/01/22 | 03/31/23 | Ratio | Period* |
| | | | | | | | |
KEELEY Small Cap Dividend Value Fund | | | | | | | | |
Class A | $1,000.00 | $1,138.70 | 1.29% | $6.88 | $1,000.00 | $1,018.50 | 1.29% | $6.49 |
Class I | $1,000.00 | $1,140.10 | 1.04% | $5.55 | $1,000.00 | $1,019.75 | 1.04% | $5.24 |
KEELEY Small-Mid Cap Value Fund | | | | | | | | |
Class A | $1,000.00 | $1,165.30 | 1.39% | $7.50 | $1,000.00 | $1,018.00 | 1.39% | $6.99 |
Class I | $1,000.00 | $1,166.80 | 1.14% | $6.16 | $1,000.00 | $1,019.25 | 1.14% | $5.74 |
KEELEY Mid Cap Dividend Value Fund | | | | | | | | |
Class A | $1,000.00 | $1,137.90 | 1.20% | $6.40 | $1,000.00 | $1,018.95 | 1.20% | $6.04 |
Class I | $1,000.00 | $1,139.60 | 0.95% | $5.07 | $1,000.00 | $1,020.19 | 0.95% | $4.78 |
| * | Expenses are equal to the Funds’ annualized expense ratio for the last six months multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half year (182 days), then divided by 365. |
Summary of Portfolio Holdings (Unaudited)
The following tables present portfolio holdings as a percent of net assets as of March 31, 2023:
KEELEY Small Cap Dividend Value Fund
Financial Services | 16.3% | Equipment and Supplies | 1.6 | % |
Energy and Utilities | 13.8% | Consumer Services | 1.6 | % |
Banking | 12.6% | Short Term Investment | 1.4 | % |
Diversified Industrial | 11.7% | Automotive | 1.3 | % |
Health Care | 10.6% | Electronics | 1.3 | % |
Business Services | 7.2% | Hotels and Gaming | 1.2 | % |
Consumer Products | 5.0% | Metals and Mining | 1.2 | % |
Retail | 4.2% | Paper and Forest Products | 1.0 | % |
Building and Construction | 3.3% | Other Assets and Liabilities (Net) | 0.3 | % |
Computer Software and Services | 2.6% | | 100.0 | % |
Broadcasting | 1.8% | | | |
KEELEY Small-Mid Cap Value Fund
Financial Services | 15.2% | Short Term Investment | 3.7 | % |
Energy and Utilities | 13.0% | Specialty Chemicals | 2.9 | % |
Health Care | 12.1% | Food and Beverage | 2.7 | % |
Diversified Industrial | 10.4% | Communication Services | 2.6 | % |
Building and Construction | 6.6% | Banking | 2.3 | % |
Consumer Products | 6.5% | Broadcasting | 1.4 | % |
Business Services | 6.2% | Metals and Mining | 1.2 | % |
Computer Software and Services | 4.5% | Containers and Packaging | 0.7 | % |
Hotels and Gaming | 3.9% | Other Assets and Liabilities (Net) | 0.3 | % |
Retail | 3.8% | | 100.0 | % |
KEELEY Mid Cap Dividend Value Fund
Financial Services | 15.3% | Machinery | 3.3 | % |
Energy and Utilities | 14.6% | Computer Software and Services | 2.7 | % |
Diversified Industrial | 8.6% | Automotive: Parts and Accessories | 2.5 | % |
Health Care | 8.4% | Metals and Mining | 1.6 | % |
Retail | 5.4% | Consumer Services | 1.4 | % |
Specialty Chemicals | 5.3% | Broadcasting | 1.3 | % |
Business Services | 5.1% | Short Term Investment | 1.2 | % |
Electronics | 4.6% | Equipment and Supplies | 1.2 | % |
Building and Construction | 4.5% | Containers and Packaging | 0.7 | % |
Consumer Products | 4.1% | Real Estate | 0.6 | % |
Food and Beverage | 3.9% | Other Assets and Liabilities (Net) | 0.1 | % |
Hotels and Gaming | 3.6% | | 100.0 | % |
KEELEY Small Cap Dividend Value Fund
Schedule of Investments—March 31, 2023 (Unaudited)
Shares | | | | | Cost | | | Market Value | |
| | | | COMMON STOCKS — 98.3% | |
| | | | Automotive — 1.3% | |
| 109,382 | | | Standard Motor Products Inc. | | $ | 4,045,554 | | | $ | 4,037,290 | |
| | | | | | | | | | | | |
| | | | Banking — 12.6% | |
| 115,432 | | | Atlantic Union Bankshares Corp. | | | 3,635,869 | | | | 4,045,892 | |
| 156,750 | | | Cadence Bank | | | 2,332,774 | | | | 3,254,130 | |
| 58,126 | | | Cambridge Bancorp | | | 5,055,613 | | | | 3,767,146 | |
| 166,005 | | | Columbia Banking System Inc. | | | 5,253,244 | | | | 3,555,827 | |
| 112,880 | | | First Bancorp/Southern Pines NC | | | 2,316,810 | | | | 4,009,498 | |
| 83,272 | | | Independent Bank Group Inc. | | | 4,105,931 | | | | 3,859,657 | |
| 161,009 | | | OceanFirst Financial Corp. | | | 3,845,236 | | | | 2,975,446 | |
| 141,630 | | | South Plains Financial Inc. | | | 3,275,863 | | | | 3,032,298 | |
| 85,413 | | | The Bank of NT Butterfield & Son Ltd. | | | 2,856,822 | | | | 2,306,151 | |
| 123,056 | | | Timberland Bancorp Inc. | | | 3,537,173 | | | | 3,324,973 | |
| 50,688 | | | Wintrust Financial Corp. | | | 2,708,296 | | | | 3,697,690 | |
| | | | | | | 38,923,631 | | | | 37,828,708 | |
| | | | Broadcasting — 1.8% | |
| 31,820 | | | Nexstar Media Group Inc. | | | 1,453,949 | | | | 5,494,041 | |
| | | | | | | | | | | | |
| | | | Building and Construction — 3.3% | |
| 107,355 | | | KB Home | | | 2,460,039 | | | | 4,313,524 | |
| 221,072 | | | Primoris Services Corp. | | | 3,930,004 | | | | 5,451,635 | |
| | | | | | | 6,390,043 | | | | 9,765,159 | |
| | | | Business Services — 7.2% | |
| 122,210 | | | ABM Industries Inc. | | | 6,018,135 | | | | 5,492,117 | |
| 4,608 | | | Cass Information Systems Inc. | | | 179,896 | | | | 199,573 | |
| 112,876 | | | EVERTEC Inc. | | | 3,946,404 | | | | 3,809,565 | |
| 205,680 | | | Heartland Express Inc. | | | 2,957,278 | | | | 3,274,426 | |
| 232,382 | | | Outfront Media Inc., REIT | | | 5,883,674 | | | | 3,771,560 | |
| 151,781 | | | STAG Industrial Inc., REIT | | | 4,151,230 | | | | 5,133,233 | |
| | | | | | | 23,136,617 | | | | 21,680,474 | |
| | | | Computer Software and Services — 2.6% | |
| 93,372 | | | Progress Software Corp. | | | 4,318,106 | | | | 5,364,221 | |
| 68,457 | | | TTEC Holdings Inc. | | | 4,278,746 | | | | 2,548,654 | |
| | | | | | | 8,596,852 | | | | 7,912,875 | |
| | | | Consumer Products — 5.0% | |
| 124,352 | | | Kontoor Brands Inc. | | | 2,991,410 | | | | 6,017,393 | |
| 89,229 | | | Nu Skin Enterprises Inc., Cl. A | | | 4,850,337 | | | | 3,507,592 | |
| 84,328 | | | Spectrum Brands Holdings Inc. | | | 4,735,702 | | | | 5,584,200 | |
| | | | | | | 12,577,449 | | | | 15,109,185 | |
| | | | Consumer Services — 1.6% | |
| 116,264 | | | National Storage Affiliates Trust, REIT | | | 3,674,310 | | | | 4,857,510 | |
| | | | | | | | | | | | |
| | | | Diversified Industrial — 11.7% | |
| 37,102 | | | EnPro Industries Inc. | | | 3,695,946 | | | | 3,854,527 | |
| 81,386 | | | Esab Corp. | | | 3,599,635 | | | | 4,807,471 | |
| 151,510 | | | Griffon Corp. | | | 3,673,687 | | | | 4,849,835 | |
| 133,090 | | | Hillenbrand Inc. | | | 2,667,101 | | | | 6,325,768 | |
| 57,956 | | | Maxar Technologies Inc. | | | 1,532,948 | | | | 2,959,233 | |
| 83,515 | | | Olin Corp. | | | 1,114,789 | | | | 4,635,082 | |
Shares | | | | | Cost | | | Market Value | |
| | | | | | | | | |
| 91,152 | | | Spirit AeroSystems Holdings Inc., Cl. A | | $ | 3,947,444 | | | $ | 3,147,479 | |
| 98,954 | | | VSE Corp. | | | 4,197,798 | | | | 4,443,035 | |
| | | | | | | 24,429,348 | | | | 35,022,430 | |
| | | | Electronics — 1.3% | |
| 46,068 | | | Dolby Laboratories Inc., Cl. A | | | 3,076,922 | | | | 3,935,129 | |
| | | | | | | | | | | | |
| | | | Energy and Utilities — 13.8% | |
| 73,744 | | | ALLETE Inc. | | | 3,000,764 | | | | 4,746,901 | |
| 124,656 | | | Argan Inc. | | | 5,073,144 | | | | 5,044,828 | |
| 190,660 | | | Atlantica Sustainable Infrastructure plc | | | 3,154,014 | | | | 5,635,910 | |
| 61,011 | | | Black Hills Corp. | | | 3,459,073 | | | | 3,849,794 | |
| 149,222 | | | ChampionX Corp. | | | 3,290,406 | | | | 4,048,393 | |
| 30,475 | | | Chord Energy Corp. | | | 1,810,089 | | | | 4,101,935 | |
| 71,157 | | | International Seaways Inc. | | | 1,294,751 | | | | 2,965,824 | |
| 324,485 | | | Primo Water Corp. | | | 4,168,213 | | | | 4,980,845 | |
| 429,429 | | | TechnipFMC plc† | | | 2,881,390 | | | | 5,861,706 | |
| | | | | | | 28,131,844 | | | | 41,236,136 | |
| | | | Equipment and Supplies — 1.6% | |
| 660,466 | | | Ardagh Metal Packaging SA | | | 3,080,360 | | | | 2,694,701 | |
| 53,433 | | | Cactus Inc., Cl. A | | | 1,410,203 | | | | 2,203,043 | |
| | | | | | | 4,490,563 | | | | 4,897,744 | |
| | | | Financial Services — 16.3% | |
| 128,487 | | | Air Lease Corp. | | | 3,487,428 | | | | 5,058,533 | |
| 267,172 | | | Alpine Income Property Trust Inc., REIT | | | 4,720,721 | | | | 4,496,505 | |
| 161,395 | | | Brightsphere Investment Group Inc. | | | 1,672,293 | | | | 3,805,694 | |
| 173,895 | | | Enact Holdings Inc. | | | 3,434,652 | | | | 3,975,240 | |
| 329,234 | | | Global Net Lease Inc., REIT | | | 4,420,432 | | | | 4,233,949 | |
| 159,040 | | | James River Group Holdings Ltd. | | | 4,766,438 | | | | 3,284,176 | |
| 230,269 | | | Macatawa Bank Corp. | | | 2,366,450 | | | | 2,353,349 | |
| 135,643 | | | Pacific Premier Bancorp Inc. | | | 2,776,722 | | | | 3,258,145 | |
| 189,101 | | | Silvercrest Asset Management Group Inc., Cl. A | | | 2,054,827 | | | | 3,437,856 | |
| 55,272 | | | SouthState Corp. | | | 4,824,198 | | | | 3,938,683 | |
| 95,580 | | | Synovus Financial Corp. | | | 2,276,158 | | | | 2,946,731 | |
| 147,528 | | | Victory Capital Holdings Inc., Cl. A | | | 4,918,769 | | | | 4,318,145 | |
| 189,123 | | | Virtu Financial Inc., Cl. A | | | 4,334,030 | | | | 3,574,425 | |
| | | | | | | 46,053,118 | | | | 48,681,431 | |
| | | | Health Care — 10.6% | |
| 262,159 | | | CareTrust REIT Inc. | | | 3,168,615 | | | | 5,133,073 | |
| 8,925 | | | Chemed Corp. | | | 3,306,381 | | | | 4,799,419 | |
| 126,944 | | | Embecta Corp. | | | 3,799,635 | | | | 3,569,665 | |
| 345,920 | | | Global Medical REIT Inc. | | | 3,651,245 | | | | 3,151,331 | |
| 132,490 | | | Perrigo Co. plc | | | 5,916,589 | | | | 4,752,416 | |
| 124,686 | | | Premier Inc., Cl. A | | | 4,205,728 | | | | 4,036,086 | |
| 64,422 | | | The Ensign Group Inc. | | | 1,134,805 | | | | 6,154,878 | |
| | | | | | | 25,182,998 | | | | 31,596,868 | |
| | | | Hotels and Gaming — 1.2% | |
| 26,162 | | | Marriott Vacations Worldwide Corp. | | | 2,437,199 | | | | 3,528,207 | |
See accompanying notes to financial statements.
KEELEY Small Cap Dividend Value Fund
Schedule of Investments (Continued)—March 31, 2023 (Unaudited)
Shares | | | | | Cost | | | Market Value | |
| | | | COMMON STOCKS (Continued) | |
| | | | Metals and Mining — 1.2% | |
| 46,121 | | | Kaiser Aluminum Corp. | | $ | 1,470,730 | | | $ | 3,442,010 | |
| | | | | | | | | | | | |
| | | | Paper and Forest Products — 1.0% | |
| 298,814 | | | Mercer International Inc. | | | 3,447,317 | | | | 2,920,907 | |
| | | | | | | | | | | | |
| | | | Retail — 4.2% | |
| 49,630 | | | Jack in the Box Inc. | | | 3,873,922 | | | | 4,347,092 | |
| 29,034 | | | Penske Automotive Group Inc. | | | 511,413 | | | | 4,117,311 | |
| 157,867 | | | Shoe Carnival Inc. | | | 3,803,007 | | | | 4,049,289 | |
| | | | | | | 8,188,342 | | | | 12,513,692 | |
| | | | | | | | | | | | |
| | | | TOTAL COMMON STOCKS | | | 245,706,786 | | | | 294,459,796 | |
Shares | | | | | Cost | | | Market Value | |
| | | | SHORT TERM INVESTMENT — 1.4% | |
| | | | Other Investment Companies — 1.4% | |
| 4,123,031 | | | Fidelity Government Portfolio, Cl. I, 4.720%* | | $ | 4,123,031 | | | $ | 4,123,031 | |
| | | | | | | | | | | | |
| | | | TOTAL INVESTMENTS — 99.7% | | $ | 249,829,817 | | | | 298,582,827 | |
| | | | | | | | | | | | |
| | | | Other Assets and Liabilities (Net) — 0.3% | | | | 773,089 | |
| | | | | | | | | | | | |
| | | | NET ASSETS — 100.0% | | | | | | $ | 299,355,916 | |
| * | 1 day yield as of March 31, 2023. |
| † | Non-income producing security. |
| REIT | Real Estate Investment Trust |
See accompanying notes to financial statements.
KEELEY Small-Mid Cap Value Fund
Schedule of Investments—March 31, 2023 (Unaudited)
Shares | | | | | Cost | | | Market Value | |
| | | | COMMON STOCKS — 96.0% | |
| | | | Banking — 2.3% | |
| 14,054 | | | Columbia Banking System Inc. | | $ | 413,215 | | | $ | 301,037 | |
| 5,082 | | | Wintrust Financial Corp. | | | 241,228 | | | | 370,732 | |
| | | | | | | 654,443 | | | | 671,769 | |
| | | | Broadcasting — 1.4% | |
| 2,314 | | | Nexstar Media Group Inc. | | | 121,418 | | | | 399,535 | |
| | | | | | | | | | | | |
| | | | Building and Construction — 6.6% | |
| 8,002 | | | Fortune Brands Innovations Inc. | | | 171,665 | | | | 469,957 | |
| 3,167 | | | Masterbrand Inc.† | | | 17,203 | | | | 25,463 | |
| 14,968 | | | Summit Materials Inc., Cl. A† | | | 491,279 | | | | 426,438 | |
| 5,658 | | | The Howard Hughes Corp.† | | | 458,008 | | | | 452,640 | |
| 21,156 | | | Tri Pointe Homes Inc.† | | | 241,604 | | | | 535,670 | |
| | | | | | | 1,379,759 | | | | 1,910,168 | |
| | | | Business Services — 6.2% | |
| 4,096 | | | Lamar Advertising Co., Cl. A, REIT | | | 183,048 | | | | 409,150 | |
| 22,112 | | | Outfront Media Inc., REIT | | | 364,416 | | | | 358,878 | |
| 15,404 | | | Vontier Corp. | | | 440,147 | | | | 421,145 | |
| 3,262 | | | WEX Inc.† | | | 130,819 | | | | 599,849 | |
| | | | | | | 1,118,430 | | | | 1,789,022 | |
| | | | Communication Services — 2.6% | |
| 18,106 | | | RXO Inc.† | | | 338,904 | | | | 355,602 | |
| 5,290 | | | Ziff Davis Inc.† | | | 541,897 | | | | 412,884 | |
| | | | | | | 880,801 | | | | 768,486 | |
| | | | Computer Software and Services — 4.5% | |
| 3,767 | | | Black Knight Inc.† | | | 102,955 | | | | 216,828 | |
| 28,465 | | | N-able Inc.† | | | 386,318 | | | | 375,738 | |
| 4,072 | | | TD SYNNEX Corp. | | | 343,652 | | | | 394,129 | |
| 8,390 | | | Verint Systems Inc.† | | | 163,735 | | | | 312,444 | |
| | | | | | | 996,660 | | | | 1,299,139 | |
| | | | Consumer Products — 6.5% | |
| 5,036 | | | Brunswick Corp. | | | 261,916 | | | | 412,952 | |
| 10,328 | | | Kontoor Brands Inc. | | | 170,135 | | | | 499,772 | |
| 4,862 | | | PVH Corp. | | | 350,141 | | | | 433,496 | |
| 8,378 | | | Spectrum Brands Holdings Inc. | | | 445,930 | | | | 554,791 | |
| | | | | | | 1,228,122 | | | | 1,901,011 | |
| | | | Containers and Packaging — 0.7% | |
| 49,877 | | | Ardagh Metal Packaging SA | | | 226,671 | | | | 203,498 | |
| | | | | | | | | | | | |
| | | | Diversified Industrial — 10.4% | |
| 1,764 | | | Chart Industries Inc.† | | | 65,696 | | | | 221,206 | |
| 5,208 | | | Crane Holdings Co. | | | 493,026 | | | | 591,108 | |
| 6,970 | | | Esab Corp. | | | 356,077 | | | | 411,718 | |
| 9,534 | | | GXO Logistics Inc.† | | | 524,494 | | | | 481,086 | |
| 3,478 | | | Hillenbrand Inc. | | | 159,900 | | | | 165,309 | |
| 3,685 | | | ITT Inc. | | | 65,798 | | | | 318,015 | |
| 14,887 | | | nVent Electric plc | | | 363,006 | | | | 639,248 | |
| 5,706 | | | XPO Inc.† | | | 184,275 | | | | 182,021 | |
| | | | | | | 2,212,272 | | | | 3,009,711 | |
| | | | Energy and Utilities — 13.0% | |
| 17,076 | | | Atlantica Sustainable Infrastructure plc | | | 497,129 | | | | 504,767 | |
| 12,262 | | | ChampionX Corp. | | | 199,544 | | | | 332,668 | |
| 3,708 | | | Chesapeake Energy Corp. | | | 187,009 | | | | 281,956 | |
| 2,478 | | | Chord Energy Corp. | | | 146,636 | | | | 333,539 | |
Shares | | | | | Cost | | | Market Value | |
| | | | | | | | | |
| 3,504 | | | Evergy Inc. | | $ | 187,993 | | | $ | 214,165 | |
| 6,544 | | | International Seaways Inc. | | | 79,390 | | | | 272,754 | |
| 15,526 | | | MDU Resources Group Inc. | | | 305,348 | | | | 473,232 | |
| 12,006 | | | NRG Energy Inc. | | | 111,664 | | | | 411,686 | |
| 27,417 | | | Primo Water Corp. | | | 365,696 | | | | 420,851 | |
| 39,756 | | | TechnipFMC plc† | | | 303,555 | | | | 542,669 | |
| | | | | | | 2,383,964 | | | | 3,788,287 | |
| | | | Financial Services — 15.2% | |
| 11,552 | | | Air Lease Corp. | | | 229,761 | | | | 454,802 | |
| 11,435 | | | Amerant Bancorp Inc. | | | 192,099 | | | | 248,826 | |
| 20,158 | | | Brightsphere Investment Group Inc. | | | 305,250 | | | | 475,326 | |
| 20,403 | | | Enact Holdings Inc. | | | 412,047 | | | | 466,412 | |
| 20,438 | | | Equitable Holdings Inc. | | | 407,267 | | | | 518,921 | |
| 16,835 | | | FS KKR Capital Corp. | | | 260,561 | | | | 311,447 | |
| 5,984 | | | Popular Inc. | | | 325,077 | | | | 343,541 | |
| 4,853 | | | SouthState Corp. | | | 261,699 | | | | 345,825 | |
| 12,116 | | | Synovus Financial Corp. | | | 365,935 | | | | 373,536 | |
| 20,263 | | | Virtu Financial Inc., Cl. A | | | 487,236 | | | | 382,971 | |
| 7,115 | | | Voya Financial Inc. | | | 175,043 | | | | 508,438 | |
| | | | | | | 3,421,975 | | | | 4,430,045 | |
| | | | Food and Beverage — 2.7% | |
| 3,800 | | | Lamb Weston Holdings Inc. | | | 113,925 | | | | 397,176 | |
| 7,590 | | | Molson Coors Beverage Co., Cl. B | | | 338,934 | | | | 392,251 | |
| | | | | | | 452,859 | | | | 789,427 | |
| | | | | | | | | | | | |
| | | | Health Care — 12.1% | |
| 23,716 | | | CareTrust REIT Inc. | | | 310,828 | | | | 464,359 | |
| 11,180 | | | Embecta Corp. | | | 341,184 | | | | 314,382 | |
| 5,566 | | | Enovis Corp.† | | | 407,278 | | | | 297,725 | |
| 1,134 | | | Laboratory Corp. of America Holdings | | | 128,116 | | | | 260,162 | |
| 22,398 | | | Organon & Co. | | | 693,329 | | | | 526,801 | |
| 12,174 | | | Perrigo Co. plc | | | 549,144 | | | | 436,681 | |
| 5,108 | | | The Ensign Group Inc. | | | 216,350 | | | | 488,018 | |
| 31,720 | | | The Pennant Group Inc.† | | | 605,218 | | | | 452,962 | |
| 38,116 | | | Zimvie Inc.† | | | 606,196 | | | | 275,579 | |
| | | | | | | 3,857,643 | | | | 3,516,669 | |
| | | | Hotels and Gaming — 3.9% | |
| 7,992 | | | Gaming and Leisure Properties Inc., REIT | | | 201,072 | | | | 416,064 | |
| 10,674 | | | VICI Properties Inc., REIT | | | 205,925 | | | | 348,186 | |
| 5,544 | | | Wyndham Hotels & Resorts Inc. | | | 339,591 | | | | 376,160 | |
| | | | | | | 746,588 | | | | 1,140,410 | |
| | | | Metals and Mining — 1.2% | |
| 4,709 | | | Kaiser Aluminum Corp. | | | 222,160 | | | | 351,433 | |
| | | | | | | | | | | | |
| | | | Retail — 3.8% | |
| 9,778 | | | Bath & Body Works Inc. | | | 420,124 | | | | 357,679 | |
| 3,105 | | | Penske Automotive Group Inc. | | | 50,231 | | | | 440,320 | |
| 8,957 | | | Victoria’s Secret & Co.† | | | 465,817 | | | | 305,882 | |
| | | | | | | 936,172 | | | | 1,103,881 | |
| | | | Specialty Chemicals — 2.9% | |
| 4,014 | | | Ashland Inc. | | | 18,330 | | | | 412,278 | |
See accompanying notes to financial statements.
KEELEY Small-Mid Cap Value Fund
Schedule of Investments (Continued)—March 31, 2023 (Unaudited)
Shares | | | | | Cost | | | Market Value | |
| | | | COMMON STOCKS (Continued) | |
| | | | Specialty Chemicals (Continued) | |
| 12,466 | | | Valvoline Inc. | | $ | 112,272 | | | $ | 435,562 | |
| | | | | | | 130,602 | | | | 847,840 | |
| | | | | | | | | | | | |
| | | | TOTAL COMMON STOCKS | | | 20,970,539 | | | | 27,920,331 | |
| | | | | | | | | | | | |
| | | | WARRANTS — 0.0% | |
| | | | Financial Services — 0.0% | |
| 7,906 | | | Anzu Special Acquisition Corp. I, expire 12/31/27† | | | 6,407 | | | | 278 | |
| 7,970 | | | TLG Acquisition One Corp., expire 01/25/28† | | | 5,010 | | | | 602 | |
| | | | | | | 11,417 | | | | 880 | |
| | | | | | | | | | | | |
| | | | TOTAL WARRANTS | | | 11,417 | | | | 880 | |
Shares | | | | | Cost | | | Market Value | |
| | | | SHORT TERM INVESTMENT — 3.7% | |
| | | | Other Investment Companies — 3.7% | |
| 1,072,530 | | | Fidelity Government Portfolio, Cl. I, 4.720%* | | $ | 1,072,530 | | | $ | 1,072,530 | |
| | | | | | | | | | | | |
| | | | TOTAL INVESTMENTS — 99.7% | | $ | 22,054,486 | | | | 28,993,741 | |
| | | | | | | | | | | | |
| | | | Other Assets and Liabilities (Net) — 0.3% | | | | 88,757 | |
| | | | | | | | | | | | |
| | | | NET ASSETS — 100.0% | | | | | | $ | 29,082,498 | |
| † | Non-income producing security. |
| * | 1 day yield as of March 31, 2023. |
| REIT | Real Estate Investment Trust |
See accompanying notes to financial statements.
KEELEY Mid Cap Dividend Value Fund
Schedule of Investments—March 31, 2023 (Unaudited)
Shares | | | | | Cost | | | Market Value | |
| | | | COMMON STOCKS — 98.7% | |
| | | | Automotive: Parts and Accessories — 2.5% | |
| 28,256 | | | Allison Transmission Holdings Inc. | | $ | 1,055,727 | | | $ | 1,278,301 | |
| 17,883 | | | Autoliv Inc. | | | 1,232,973 | | | | 1,669,557 | |
| | | | | | | 2,288,700 | | | | 2,947,858 | |
| | | | Broadcasting — 1.3% | |
| 8,877 | | | Nexstar Media Group Inc. | | | 831,632 | | | | 1,532,703 | |
| | | | | | | | | | | | |
| | | | Building and Construction — 4.5% | |
| 26,603 | | | Fortune Brands Innovations Inc. | | | 1,080,943 | | | | 1,562,394 | |
| 51,354 | | | KB Home | | | 1,138,818 | | | | 2,063,404 | |
| 9,382 | | | Masterbrand Inc.† | | | 62,692 | | | | 75,431 | |
| 8,668 | | | Vulcan Materials Co. | | | 845,754 | | | | 1,487,082 | |
| | | | | | | 3,128,207 | | | | 5,188,311 | |
| | | | Business Services — 5.1% | |
| 21,125 | | | Lamar Advertising Co., Cl. A, REIT | | | 1,413,301 | | | | 2,110,176 | |
| 18,494 | | | Omnicom Group Inc. | | | 1,457,143 | | | | 1,744,724 | |
| 10,250 | | | Ritchie Bros Auctioneers Inc. | | | 591,037 | | | | 576,973 | |
| 45,144 | | | STAG Industrial Inc., REIT | | | 1,382,275 | | | | 1,526,770 | |
| | | | | | | 4,843,756 | | | | 5,958,643 | |
| | | | Computer Software and Services — 2.7% | |
| 96,130 | | | Gen Digital Inc. | | | 1,872,986 | | | | 1,649,591 | |
| 15,686 | | | TD SYNNEX Corp. | | | 1,331,758 | | | | 1,518,248 | |
| | | | | | | 3,204,744 | | | | 3,167,839 | |
| | | | Consumer Products — 4.1% | |
| 23,816 | | | Brunswick Corp. | | | 1,189,031 | | | | 1,952,912 | |
| 14,854 | | | Columbia Sportswear Co. | | | 1,111,678 | | | | 1,340,425 | |
| 27,034 | | | Hasbro Inc. | | | 1,552,130 | | | | 1,451,455 | |
| | | | | | | 3,852,839 | | | | 4,744,792 | |
| | | | Consumer Services — 1.4% | |
| 24,099 | | | Equity LifeStyle Properties Inc., REIT | | | 899,982 | | | | 1,617,766 | |
| | | | | | | | | | | | |
| | | | Containers and Packaging — 0.7% | |
| 187,639 | | | Ardagh Metal Packaging SA | | | 846,611 | | | | 765,567 | |
| | | | | | | | | | | | |
| | | | Diversified Industrial — 8.6% | |
| 16,794 | | | Cabot Corp. | | | 1,143,824 | | | | 1,287,092 | |
| 18,914 | | | Crane Holdings Co. | | | 1,888,705 | | | | 2,146,739 | |
| 15,999 | | | ITT Inc. | | | 609,357 | | | | 1,380,714 | |
| 32,562 | | | Jabil Inc. | | | 1,694,098 | | | | 2,870,666 | |
| 54,143 | | | nVent Electric plc | | | 1,257,447 | | | | 2,324,900 | |
| | | | | | | 6,593,431 | | | | 10,010,111 | |
| | | | Electronics — 4.6% | |
| 6,953 | | | Agilent Technologies Inc. | | | 272,869 | | | | 961,878 | |
| 12,919 | | | Dolby Laboratories Inc., Cl. A | | | 633,360 | | | | 1,103,541 | |
| 16,886 | | | Skyworks Solutions Inc. | | | 1,638,858 | | | | 1,992,210 | |
| 8,010 | | | WESCO International Inc. | | | 1,190,044 | | | | 1,237,866 | |
| | | | | | | 3,735,131 | | | | 5,295,495 | |
| | | | Energy and Utilities — 14.6% | |
| 21,304 | | | Black Hills Corp. | | | 1,234,740 | | | | 1,344,282 | |
| 49,410 | | | ChampionX Corp. | | | 1,097,593 | | | | 1,340,493 | |
| 17,660 | | | Chesapeake Energy Corp. | | | 901,709 | | | | 1,342,866 | |
| 12,142 | | | Diamondback Energy Inc. | | | 604,519 | | | | 1,641,234 | |
| 23,742 | | | Evergy Inc. | | | 1,220,186 | | | | 1,451,111 | |
| 43,592 | | | Exelon Corp. | | | 1,880,842 | | | | 1,826,069 | |
| 64,168 | | | MDU Resources Group Inc. | | | 1,653,010 | | | | 1,955,841 | |
Shares | | | | | Cost | | | Market Value | |
| | | | | | | | | |
| | | | | | | | | |
| 42,973 | | | NRG Energy Inc. | | $ | 921,880 | | | $ | 1,473,544 | |
| 23,110 | | | OGE Energy Corp. | | | 466,765 | | | | 870,323 | |
| 4,875 | | | Pioneer Natural Resources Co. | | | 253,882 | | | | 995,670 | |
| 41,673 | | | UGI Corp. | | | 1,330,673 | | | | 1,448,554 | |
| 9,023 | | | Valero Energy Corp. | | | 314,546 | | | | 1,259,611 | |
| | | | | | | 11,880,345 | | | | 16,949,598 | |
| | | | Equipment and Supplies — 1.2% | |
| 16,568 | | | The Timken Co. | | | 998,694 | | | | 1,353,937 | |
| | | | | | | | | | | | |
| | | | Financial Services — 15.3% | |
| 41,571 | | | Air Lease Corp. | | | 935,889 | | | | 1,636,650 | |
| 3,570 | | | Ameriprise Financial Inc. | | | 303,444 | | | | 1,094,205 | |
| 3,625 | | | Arthur J. Gallagher & Co. | | | 124,832 | | | | 693,499 | |
| 46,749 | | | Columbia Banking System Inc. | | | 1,309,651 | | | | 1,001,364 | |
| 22,167 | | | Comerica Inc. | | | 1,166,815 | | | | 962,491 | |
| 14,942 | | | Discover Financial Services | | | 657,921 | | | | 1,476,867 | |
| 62,132 | | | Equitable Holdings Inc. | | | 1,229,746 | | | | 1,577,532 | |
| 21,896 | | | Popular Inc. | | | 1,191,820 | | | | 1,257,049 | |
| 21,896 | | | Prosperity Bancshares Inc. | | | 1,382,357 | | | | 1,347,042 | |
| 6,361 | | | Reinsurance Group of America Inc. | | | 557,876 | | | | 844,486 | |
| 18,715 | | | SouthState Corp. | | | 1,032,979 | | | | 1,333,631 | |
| 42,992 | | | Synovus Financial Corp. | | | 1,419,558 | | | | 1,325,443 | |
| 75,884 | | | Virtu Financial Inc., Cl. A | | | 1,677,821 | | | | 1,434,208 | |
| 24,113 | | | Voya Financial Inc. | | | 869,598 | | | | 1,723,115 | |
| | | | | | | 13,860,307 | | | | 17,707,582 | |
| | | | Food and Beverage — 3.9% | |
| 31,225 | | | Conagra Brands Inc. | | | 837,172 | | | | 1,172,811 | |
| 14,607 | | | Lamb Weston Holdings Inc. | | | 384,366 | | | | 1,526,724 | |
| 34,764 | | | Molson Coors Beverage Co., Cl. B | | | 1,586,409 | | | | 1,796,603 | |
| | | | | | | 2,807,947 | | | | 4,496,138 | |
| | | | Health Care — 8.4% | |
| 3,181 | | | Chemed Corp. | | | 1,276,646 | | | | 1,710,583 | |
| 20,912 | | | Embecta Corp. | | | 652,557 | | | | 588,045 | |
| 23,387 | | | Encompass Health Corp. | | | 1,157,752 | | | | 1,265,237 | |
| 49,316 | | | Organon & Co. | | | 1,491,128 | | | | 1,159,912 | |
| 46,600 | | | Perrigo Co. plc | | | 2,085,662 | | | | 1,671,542 | |
| 21,868 | | | The Ensign Group Inc. | | | 1,781,034 | | | | 2,089,269 | |
| 10,059 | | | Universal Health Services Inc., Cl. B | | | 1,159,844 | | | | 1,278,499 | |
| | | | | | | 9,604,623 | | | | 9,763,087 | |
| | | | Hotels and Gaming — 3.6% | |
| 8,065 | | | Marriott Vacations Worldwide Corp. | | | 516,211 | | | | 1,087,646 | |
| 59,174 | | | VICI Properties Inc., REIT | | | 1,136,136 | | | | 1,930,256 | |
| 17,014 | | | Wyndham Hotels & Resorts Inc. | | | 760,475 | | | | 1,154,400 | |
| | | | | | | 2,412,822 | | | | 4,172,302 | |
| | | | Machinery — 3.3% | |
| 34,063 | | | BWX Technologies Inc. | | | 1,627,228 | | | | 2,147,331 | |
| 19,676 | | | Oshkosh Corp. | | | 1,488,417 | | | | 1,636,650 | |
| | | | | | | 3,115,645 | | | | 3,783,981 | |
| | | | Metals and Mining — 1.6% | |
| 12,724 | | | Franco-Nevada Corp. | | | 1,066,154 | | | | 1,855,159 | |
See accompanying notes to financial statements.
KEELEY Mid Cap Dividend Value Fund
Schedule of Investments (Continued)—March 31, 2023 (Unaudited)
Shares | | | | | Cost | | | Market Value | |
| | | | COMMON STOCKS (Continued) | |
| | | | Real Estate — 0.6% | |
| 30,773 | | | Highwoods Properties Inc., REIT | | $ | 1,209,673 | | | $ | 713,626 | |
| | | | | | | | | | | | |
| | | | Retail — 5.4% | |
| 39,302 | | | Bath & Body Works Inc. | | | 2,039,237 | | | | 1,437,667 | |
| 82,105 | | | Brixmor Property Group Inc., REIT | | | 1,200,792 | | | | 1,766,900 | |
| 20,113 | | | PVH Corp. | | | 1,648,764 | | | | 1,793,275 | |
| 35,352 | | | Victoria’s Secret & Co.† | | | 2,084,714 | | | | 1,207,271 | |
| | | | | | | 6,973,507 | | | | 6,205,113 | |
| | | | Specialty Chemicals — 5.3% | |
| 10,350 | | | Ashland Inc. | | | 774,702 | | | | 1,063,049 | |
| 11,909 | | | FMC Corp. | | | 525,821 | | | | 1,454,446 | |
| 31,752 | | | Olin Corp. | | | 391,817 | | | | 1,762,236 | |
| 11,380 | | | RPM International Inc. | | | 441,992 | | | | 992,791 | |
| 26,628 | | | Valvoline Inc. | | | 301,660 | | | | 930,382 | |
| | | | | | | 2,435,992 | | | | 6,202,904 | |
| | | | | | | | | | | | |
| | | | TOTAL COMMON STOCKS | | | 86,590,742 | | | | 114,432,512 | |
Shares | | | | | Cost | | | Market Value | |
| | | | SHORT TERM INVESTMENT — 1.2% | |
| | | | Other Investment Companies — 1.2% | |
| 1,380,762 | | | Fidelity Government Portfolio, Cl. I, 4.720%* | | $ | 1,380,762 | | | $ | 1,380,762 | |
| | | | | | | | | | | | |
| | | | TOTAL INVESTMENTS — 99.9% | | $ | 87,971,504 | | | | 115,813,274 | |
| | | | | | | | | | | | |
| | | | Other Assets and Liabilities (Net) — 0.1% | | | | 71,794 | |
| | | | | | | | | | | | |
| | | | NET ASSETS — 100.0% | | | | | | $ | 115,885,068 | |
| * | 1 day yield as of March 31, 2023. |
| † | Non-income producing security. |
| REIT | Real Estate Investment Trust |
See accompanying notes to financial statements.
KEELEY Funds
Statements of Assets and Liabilities
March 31, 2023 (Unaudited)
| | Small Cap Dividend Value Fund | | | Small-Mid Cap Value Fund | | | Mid Cap Dividend Value Fund | |
Assets: | | | | | | | | | |
Investments, at value (Cost $249,829,817, $22,054,486, and 87,971,504, respectively) | | $ | 298,582,827 | | | $ | 28,993,741 | | | $ | 115,813,274 | |
Cash | | | — | | | | 8 | | | | — | |
Receivable for Fund shares sold | | | 898,933 | | | | — | | | | 241 | |
Receivable for investments sold | | | — | | | | 214,024 | | | | — | |
Receivable from Adviser | | | 106,282 | | | | 19,599 | | | | 40,169 | |
Dividends and interest receivable | | | 404,482 | | | | 41,512 | | | | 177,848 | |
Prepaid expenses | | | 71,406 | | | | 18,941 | | | | 35,053 | |
Total Assets | | | 300,063,930 | | | | 29,287,825 | | | | 116,066,585 | |
Liabilities: | | | | | | | | | | | | |
Payable for Fund shares redeemed | | | 193,408 | | | | 123,278 | | | | 11,630 | |
Payable for investment advisory fees | | | 308,519 | | | | 33,893 | | | | 107,927 | |
Payable for distribution fees | | | 37,042 | | | | 2,365 | | | | 2,704 | |
Payable for accounting fees | | | 3,147 | | | | 1,496 | | | | 279 | |
Payable for legal and audit fees | | | 37,936 | | | | 20,123 | | | | 23,846 | |
Payable for shareholder communications expenses | | | 76,868 | | | | 17,597 | | | | 23,368 | |
Payable for shareholder services fees | | | 41,214 | | | | 4,666 | | | | 9,046 | |
Payable for chief compliance officer compensation | | | 5,030 | | | | 682 | | | | 1,666 | |
Other accrued expenses | | | 4,850 | | | | 1,227 | | | | 1,051 | |
Total Liabilities | | | 708,014 | | | | 205,327 | | | | 181,517 | |
Net Assets | | $ | 299,355,916 | | | $ | 29,082,498 | | | $ | 115,885,068 | |
Net Assets Consist of: | | | | | | | | | | | | |
Paid-in capital | | $ | 245,039,977 | | | $ | 21,010,768 | | | $ | 86,373,168 | |
Total distributable earnings | | | 54,315,939 | | | | 8,071,730 | | | | 29,511,900 | |
Net Assets | | $ | 299,355,916 | | | $ | 29,082,498 | | | $ | 115,885,068 | |
Shares of Capital Stock, each at $0.0001 par value: | | | | | | | | | | | | |
Class A: | | | | | | | | | | | | |
Net assets | | $ | 172,112,936 | | | $ | 11,143,195 | | | $ | 12,560,036 | |
Capital Shares outstanding | | | 11,244,236 | | | | 1,353,631 | | | | 483,787 | |
Net Asset Value and redemption price per share (500,000,000 shares authorized) | | $ | 15.31 | | | $ | 8.23 | | | $ | 25.96 | |
Maximum offering price per share (NAV ÷ 0.9550, based on maximum sales charge of 4.50% of the offering price) | | $ | 16.03 | | | $ | 8.62 | | | $ | 27.18 | |
Class I: | | | | | | | | | | | | |
Net assets | | $ | 127,242,980 | | | $ | 17,939,303 | | | $ | 103,325,032 | |
Capital Shares outstanding | | | 8,308,537 | | | | 2,099,824 | | | | 3,989,794 | |
Net Asset Value, offering, and redemption price per share (100,000,000 shares authorized) | | $ | 15.31 | | | $ | 8.54 | | | $ | 25.90 | |
See accompanying notes to financial statements.
KEELEY Funds
Statements of Operations
For the Six Months Ended March 31, 2023 (Unaudited)
| | Small Cap Dividend Value Fund | | | Small-Mid Cap Value Fund | | | Mid Cap Dividend Value Fund | |
Investment Income: | | | | | | | | | | | | |
Dividends (net of foreign withholding taxes of $17,422, $2,668, and $11,582, respectively) | | $ | 3,872,982 | | | $ | 371,260 | | | $ | 1,504,760 | |
Interest | | | 135,472 | | | | 14,496 | | | | 57,012 | |
Total Investment Income | | | 4,008,454 | | | | 385,756 | | | | 1,561,772 | |
Expenses: | | | | | | | | | | | | |
Investment advisory fees | | | 1,577,222 | | | | 154,357 | | | | 539,915 | |
Distribution fees - Class A | | | 224,610 | | | | 14,335 | | | | 16,757 | |
Accounting fees | | | 39,431 | | | | 3,859 | | | | 14,998 | |
Custodian fees | | | 11,528 | | | | 3,252 | | | | 5,025 | |
Legal and audit fees | | | 41,505 | | | | 15,368 | | | | 21,653 | |
Chief compliance officer compensation | | | 30,383 | | | | 3,171 | | | | 11,324 | |
Registration expenses | | | 20,981 | | | | 17,483 | | | | 18,045 | |
Shareholder communications expenses | | | 38,069 | | | | 10,414 | | | | 13,677 | |
Shareholder services fees | | | 142,445 | | | | 17,211 | | | | 41,376 | |
Directors’ fees | | | 51,997 | | | | 5,438 | | | | 19,354 | |
Interest expense | | | — | | | | 266 | | | | — | |
Miscellaneous expenses | | | 14,560 | | | | 5,658 | | | | 8,408 | |
Total Expenses | | | 2,192,731 | | | | 250,812 | | | | 710,532 | |
Less: | | | | | | | | | | | | |
Fees waived or expenses reimbursed by Adviser (See Note 3) | | | (327,810 | ) | | | (60,244 | ) | | | (123,865 | ) |
Net Expenses | | | 1,864,921 | | | | 190,568 | | | | 586,667 | |
Net Investment Income | | | 2,143,533 | | | | 195,188 | | | | 975,105 | |
Net Realized and Unrealized Gain on Investments: | | | | | | | | | | | | |
Net realized gain on investments | | | 10,545,009 | | | | 1,329,187 | | | | 2,229,126 | |
Net change in unrealized appreciation/depreciation: | | | | | | | | | | | | |
on investments | | | 27,374,952 | | | | 3,313,256 | | | | 11,918,436 | |
Net Realized and Unrealized Gain on Investments | | | 37,919,961 | | | | 4,642,443 | | | | 14,147,562 | |
Net Increase in Net Assets Resulting from Operations | | $ | 40,063,494 | | | $ | 4,837,631 | | | $ | 15,122,667 | |
See accompanying notes to financial statements.
KEELEY Funds
Statements of Changes in Net Assets
| | Small Cap Dividend Value Fund | | | Small-Mid Cap Value Fund | | | Mid Cap Dividend Value Fund | |
| | For the Six Months Ended March 31, 2023 (Unaudited) | | | For the Year Ended September 30, 2022 | | | For the Six Months Ended March 31, 2023 (Unaudited) | | | For the Year Ended September 30, 2022 | | | For the Six Months Ended March 31, 2023 (Unaudited) | | | For the Year Ended September 30, 2022 | |
| | | | | | | | | | | | | | | | | | |
Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income | | $ | 2,143,533 | | | $ | 5,560,141 | | | $ | 195,188 | | | $ | 313,249 | | | $ | 975,105 | | | $ | 1,883,061 | |
Net realized gain on investments | | | 10,545,009 | | | | 33,904,736 | | | | 1,329,187 | | | | 4,998,332 | | | | 2,229,126 | | | | 8,613,559 | |
Net change in unrealized appreciation/ depreciation on investments | | | 27,374,952 | | | | (78,437,614 | ) | | | 3,313,256 | | | | (11,984,655 | ) | | | 11,918,436 | | | | (20,974,613 | ) |
Net Increase/(Decrease) in Net Assets Resulting from Operations | | | 40,063,494 | | | | (38,972,737 | ) | | | 4,837,631 | | | | (6,673,074 | ) | | | 15,122,667 | | | | (10,477,993 | ) |
Distributions to Shareholders: | | | | | | | | | | | | | | | | | | | | | | | | |
Accumulated earnings | | | | | | | | | | | | | | | | | | | | | | | | |
Class A | | | (21,750,431 | ) | | | (24,859,390 | ) | | | (1,477,891 | ) | | | (3,449,755 | ) | | | (477,170 | ) | | | (176,883 | ) |
Class I | | | (16,799,913 | ) | | | (20,594,995 | ) | | | (2,575,791 | ) | | | (7,203,314 | ) | | | (3,990,302 | ) | | | (1,857,451 | ) |
Total Distributions to Shareholders. | | | (38,550,344 | ) | | | (45,454,385 | ) | | | (4,053,682 | ) | | | (10,653,069 | ) | | | (4,467,472 | ) | | | (2,034,334 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Capital Share Transactions: | | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from shares issued | | | | | | | | | | | | | | | | | | | | | | | | |
Class A | | | 2,246,205 | | | | 5,219,993 | | | | 111,503 | | | | 116,123 | | | | 534,199 | | | | 196,572 | |
Class I | | | 5,029,026 | | | | 8,366,286 | | | | 229,408 | | | | 683,743 | | | | 2,101,569 | | | | 4,097,441 | |
| | | 7,275,231 | | | | 13,586,279 | | | | 340,911 | | | | 799,866 | | | | 2,635,768 | | | | 4,294,013 | |
Proceeds from reinvestment of distributions | | | | | | | | | | | | | | | | | | | | | | | | |
Class A | | | 20,934,391 | | | | 23,874,106 | | | | 1,466,428 | | | | 3,409,566 | | | | 418,125 | | | | 155,577 | |
Class I | | | 16,630,759 | | | | 20,375,835 | | | | 2,567,671 | | | | 7,174,338 | | | | 3,977,543 | | | | 1,853,609 | |
| | | 37,565,150 | | | | 44,249,941 | | | | 4,034,099 | | | | 10,583,904 | | | | 4,395,668 | | | | 2,009,186 | |
Cost of shares redeemed | | | | | | | | | | | | | | | | | | | | | | | | |
Class A | | | (14,317,852 | ) | | | (28,259,616 | ) | | | (1,076,148 | ) | | | (2,191,989 | ) | | | (2,399,042 | ) | | | (1,354,147 | ) |
Class I | | | (19,769,051 | ) | | | (34,422,664 | ) | | | (4,702,550 | ) | | | (9,207,422 | ) | | | (8,919,476 | ) | | | (14,755,292 | ) |
| | | (34,086,903 | ) | | | (62,682,280 | ) | | | (5,778,698 | ) | | | (11,399,411 | ) | | | (11,318,518 | ) | | | (16,109,439 | ) |
Net Increase/(Decrease) in Net Assets from Capital Share Transactions | | | 10,753,478 | | | | (4,846,060 | ) | | | (1,403,688 | ) | | | (15,641 | ) | | | (4,287,082 | ) | | | (9,806,240 | ) |
Net Increase/(Decrease) in Net Assets | | | 12,266,628 | | | | (89,273,182 | ) | | | (619,739 | ) | | | (17,341,784 | ) | | | 6,368,113 | | | | (22,318,567 | ) |
Net Assets: | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Beginning of year | | | 287,089,288 | | | | 376,362,470 | | | | 29,702,237 | | | | 47,044,021 | | | | 109,516,955 | | | | 131,835,522 | |
End of period | | $ | 299,355,916 | | | $ | 287,089,288 | | | $ | 29,082,498 | | | $ | 29,702,237 | | | $ | 115,885,068 | | | $ | 109,516,955 | |
See accompanying notes to financial statements.
KEELEY Funds
Financial Highlights
Selected data for a common share of capital stock outstanding throughout each period:
| | Six Months Ended March | | Year Ended September 30, | |
Small Cap Dividend Value Fund | | 31, 2023 (Unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 |
Class A | | | | | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, Beginning of Year | | $ | 15.32 | | | $ | 19.71 | | | $ | 12.84 | | | $ | 15.86 | | | $ | 18.91 | | | $ | 19.27 | |
Income from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net Investment Income(a) | | | 0.10 | | | | 0.27 | | | | 0.18 | | | | 0.21 | | | | 0.32 | | | | 0.26 | |
Net Realized and Unrealized Gain/(Loss) on Investments | | | 2.00 | | | | (2.27 | ) | | | 6.90 | | | | (2.97 | ) | | | (1.44 | ) | | | 0.76 | |
Total from Investment Operations | | | 2.10 | | | | (2.00 | ) | | | 7.08 | | | | (2.76 | ) | | | (1.12 | ) | | | 1.02 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Distributions: | | | | | | | | | | | | | | | | | | | | | | | | |
Net Investment Income | | | (0.17 | ) | | | (0.29 | ) | | | (0.21 | ) | | | (0.26 | ) | | | (0.30 | ) | | | (0.25 | ) |
Net Realized Gain on Investments | | | (1.94 | ) | | | (2.10 | ) | | | — | | | | — | | | | (0.60 | ) | | | (1.13 | ) |
Return of Capital | | | — | | | | — | | | | — | | | | — | | | | (1.03 | ) | | | — | |
Total Distributions | | | (2.11 | ) | | | (2.39 | ) | | | (0.21 | ) | | | (0.26 | ) | | | (1.93 | ) | | | (1.38 | ) |
Net Asset Value, End of Period | | $ | 15.31 | | | $ | 15.32 | | | $ | 19.71 | | | $ | 12.84 | | | $ | 15.86 | | | $ | 18.91 | |
Total Return † | | | 13.87 | % | | | (12.13 | )% | | | 55.27 | % | | | (17.35 | )% | | | (5.67 | )% | | | 5.44 | % |
Ratios to Average Net Assets/Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net Assets, End of Period (in 000’s) | | $ | 172,113 | | | $ | 162,428 | | | $ | 208,680 | | | $ | 157,732 | | | $ | 254,329 | | | $ | 13,836 | |
Net Investment Income | | | 1.24 | %(b) | | | 1.46 | % | | | 0.98 | % | | | 1.49 | % | | | 2.04 | % | | | 1.34 | % |
Operating Expenses Net of Waivers/Credits/Reimbursements/Reductions | | | 1.29 | %(b) | | | 1.29 | % | | | 1.29 | % | | | 1.29 | % | | | 1.29 | % | | | 1.29 | % |
Operating Expenses Before Waivers/Credits/Reimbursements/Reductions | | | 1.50 | %(b) | | | 1.48 | % | | | 1.47 | % | | | 1.52 | % | | | 1.45 | % | | | 1.50 | % |
Portfolio Turnover Rate | | | 11 | % | | | 28 | % | | | 26 | % | | | 21 | % | | | 71 | % | | | 24 | % |
Class I | | | | | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, Beginning of Year | | $ | 15.31 | | | $ | 19.75 | | | $ | 12.87 | | | $ | 15.89 | | | $ | 18.94 | | | $ | 19.30 | |
Income from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net Investment Income(a) | | | 0.13 | | | | 0.31 | | | | 0.23 | | | | 0.25 | | | | 0.35 | | | | 0.31 | |
Net Realized and Unrealized Gain/(Loss) on Investments | | | 1.99 | | | | (2.27 | ) | | | 6.91 | | | | (2.97 | ) | | | (1.43 | ) | | | 0.76 | |
Total from Investment Operations | | | 2.12 | | | | (1.96 | ) | | | 7.14 | | | | (2.72 | ) | | | (1.08 | ) | | | 1.07 | |
Distributions: | | | | | | | | | | | | | | | | | | | | | | | | |
Net Investment Income | | | (0.18 | ) | | | (0.38 | ) | | | (0.26 | ) | | | (0.30 | ) | | | (0.34 | ) | | | (0.30 | ) |
Net Realized Gain on Investments | | | (1.94 | ) | | | (2.10 | ) | | | — | | | | — | | | | (0.60 | ) | | | (1.13 | ) |
Return of Capital | | | — | | | | — | | | | — | | | | — | | | | (1.03 | ) | | | — | |
Total Distributions | | | (2.12 | ) | | | (2.48 | ) | | | (0.26 | ) | | | (0.30 | ) | | | (1.97 | ) | | | (1.43 | ) |
Net Asset Value, End of Period | | $ | 15.31 | | | $ | 15.31 | | | $ | 19.75 | | | $ | 12.87 | | | $ | 15.89 | | | $ | 18.94 | |
Total Return † | | | 14.01 | % | | | (11.97 | )% | | | 55.60 | % | | | (17.08 | )% | | | (5.42 | )% | | | 5.71 | % |
Ratios to Average Net Assets/Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net Assets, End of Period (in 000’s) | | $ | 127,243 | | | $ | 124,661 | | | $ | 167,682 | | | $ | 115,528 | | | $ | 184,944 | | | $ | 76,705 | |
Net Investment Income | | | 1.51 | %(b) | | | 1.70 | % | | | 1.22 | % | | | 1.75 | % | | | 2.17 | % | | | 1.59 | % |
Operating Expenses Net of Waivers/Credits/Reimbursements/Reductions | | | 1.04 | %(b) | | | 1.04 | % | | | 1.04 | % | | | 1.04 | % | | | 1.04 | % | | | 1.04 | % |
Operating Expenses Before Waivers/Credits/Reimbursements/Reductions | | | 1.25 | %(b) | | | 1.23 | % | | | 1.22 | % | | | 1.27 | % | | | 1.23 | % | | | 1.25 | % |
Portfolio Turnover Rate | | | 11 | % | | | 28 | % | | | 26 | % | | | 21 | % | | | 71 | % | | | 24 | % |
| † | Total return represents aggregate total return of a hypothetical investment at the beginning of the year and sold at the end of the year including reinvestment of distributions and does not reflect the applicable sales charges. Total return for a period of less than one year is not annualized. |
| (a) | Per share amounts have been calculated using the average shares outstanding method. |
See accompanying notes to financial statements.
KEELEY Funds
Financial Highlights (Continued)
Selected data for a common share of capital stock outstanding throughout each period:
| | Six Months Ended March | | Year Ended September 30, | |
Small-Mid Cap Value Fund | | 31, 2023 (Unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 |
Class A | | | | | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, Beginning of Year | | $ | 8.15 | | | $ | 12.97 | | | $ | 8.84 | | | $ | 12.38 | | | $ | 14.55 | | | $ | 14.92 | |
Income from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net Investment Income(a) | | | 0.05 | | | | 0.07 | | | | 0.07 | | | | 0.04 | | | | 0.06 | | | | 0.04 | |
Net Realized and Unrealized Gain/(Loss) on Investments | | | 1.24 | | | | (1.80 | ) | | | 4.64 | | | | (1.40 | ) | | | (0.76 | ) | | | 1.18 | |
Total from Investment Operations | | | 1.29 | | | | (1.73 | ) | | | 4.71 | | | | (1.36 | ) | | | (0.70 | ) | | | 1.22 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Distributions: | | | | | | | | | | | | | | | | | | | | | | | | |
Net Investment Income | | | (0.07 | ) | | | (0.06 | ) | | | (0.03 | ) | | | (0.07 | ) | | | (0.03 | ) | | | (0.08 | ) |
Net Realized Gain on Investments | | | (1.14 | ) | | | (3.03 | ) | | | (0.55 | ) | | | (2.11 | ) | | | (1.44 | ) | | | (1.51 | ) |
Total Distributions | | | (1.21 | ) | | | (3.09 | ) | | | (0.58 | ) | | | (2.18 | ) | | | (1.47 | ) | | | (1.59 | ) |
Net Asset Value, End of Period | | $ | 8.23 | | | $ | 8.15 | | | $ | 12.97 | | | $ | 8.84 | | | $ | 12.38 | | | $ | 14.55 | |
Total Return † | | | 16.53 | % | | | (18.80 | )% | | | 54.70 | % | | | (14.91 | )% | | | (4.11 | )% | | | 8.67 | % |
Ratios to Average Net Assets/Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net Assets, End of Period (in 000’s) | | $ | 11,143 | | | $ | 10,407 | | | $ | 14,943 | | | $ | 11,515 | | | $ | 23,125 | | | $ | 43,302 | |
Net Investment Income | | | 1.09 | %(b) | | | 0.63 | % | | | 0.59 | % | | | 0.43 | % | | | 0.48 | % | | | 0.25 | % |
Operating Expenses Net of Waivers/Credits/Reimbursements/Reductions | | | 1.39 | %(b) | | | 1.39 | % | | | 1.39 | % | | | 1.39 | % | | | 1.40 | % | | | 1.39 | % |
Operating Expenses Before Waivers/Credits/Reimbursements/Reductions | | | 1.78 | %(b) | | | 1.69 | % | | | 1.63 | % | | | 1.68 | % | | | 1.53 | % | | | 1.47 | % |
Portfolio Turnover Rate | | | 8 | % | | | 33 | % | | | 37 | % | | | 21 | % | | | 26 | % | | | 27 | % |
Class I | | | | | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, Beginning of Year | | $ | 8.47 | | | $ | 13.37 | | | $ | 9.10 | | | $ | 12.69 | | | $ | 14.88 | | | $ | 15.20 | |
Income from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net Investment Income(a) | | | 0.06 | | | | 0.09 | | | | 0.10 | | | | 0.07 | | | | 0.09 | | | | 0.07 | |
Net Realized and Unrealized Gain/(Loss) on Investments | | | 1.29 | | | | (1.86 | ) | | | 4.78 | | | | (1.44 | ) | | | (0.77 | ) | | | 1.22 | |
Total from Investment Operations | | | 1.35 | | | | (1.77 | ) | | | 4.88 | | | | (1.37 | ) | | | (0.68 | ) | | | 1.29 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Distributions: | | | | | | | | | | | | | | | | | | | | | | | | |
Net Investment Income | | | (0.10 | ) | | | (0.10 | ) | | | (0.06 | ) | | | (0.11 | ) | | | (0.07 | ) | | | (0.10 | ) |
Net Realized Gain on Investments | | | (1.18 | ) | | | (3.03 | ) | | | (0.55 | ) | | | (2.11 | ) | | | (1.44 | ) | | | (1.51 | ) |
Total Distributions | | | (1.28 | ) | | | (3.13 | ) | | | (0.61 | ) | | | (2.22 | ) | | | (1.51 | ) | | | (1.61 | ) |
Net Asset Value, End of Period | | $ | 8.54 | | | $ | 8.47 | | | $ | 13.37 | | | $ | 9.10 | | | $ | 12.69 | | | $ | 14.88 | |
Total Return † | | | 16.68 | % | | | (18.61 | )% | | | 55.08 | % | | | (14.69 | )% | | | (3.87 | )% | | | 9.00 | % |
Ratios to Average Net Assets/Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net Assets, End of Period (in 000’s) | | $ | 17,939 | | | $ | 19,295 | | | $ | 32,101 | | | $ | 25,555 | | | $ | 43,060 | | | $ | 122,408 | |
Net Investment Income | | | 1.37 | %(b) | | | 0.87 | % | | | 0.83 | % | | | 0.68 | % | | | 0.71 | % | | | 0.50 | % |
Operating Expenses Net of Waivers/Credits/Reimbursements/Reductions | | | 1.14 | %(b) | | | 1.14 | % | | | 1.14 | % | | | 1.14 | % | | | 1.15 | % | | | 1.14 | % |
Operating Expenses Before Waivers/Credits/Reimbursements/Reductions | | | 1.53 | %(b) | | | 1.44 | % | | | 1.38 | % | | | 1.43 | % | | | 1.28 | % | | | 1.22 | % |
Portfolio Turnover Rate | | | 8 | % | | | 33 | % | | | 37 | % | | | 21 | % | | | 26 | % | | | 27 | % |
| † | Total return represents aggregate total return of a hypothetical investment at the beginning of the year and sold at the end of the year including reinvestment of distributions and does not reflect the applicable sales charges. Total return for a period of less than one year is not annualized. |
| (a) | Per share amounts have been calculated using the average shares outstanding method. |
See accompanying notes to financial statements.
KEELEY Funds
Financial Highlights (Continued)
Selected data for a common share of capital stock outstanding throughout each period:
| | Six Months Ended March | | Year Ended September 30, | |
Mid Cap Dividend Value Fund | | 31, 2023 (Unaudited) | | 2022 | | 2021 | | 2020 | | 2019 | | 2018 |
Class A | | | | | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, Beginning of Year | | $ | 23.68 | | | $ | 26.40 | | | $ | 19.10 | | | $ | 22.60 | | | $ | 23.94 | | | $ | 21.85 | |
Income from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net Investment Income(a) | | | 0.18 | | | | 0.34 | | | | 0.18 | | | | 0.26 | | | | 0.29 | | | | 0.19 | |
Net Realized and Unrealized Gain/(Loss) on Investments | | | 3.06 | | | | (2.73 | ) | | | 7.35 | | | | (3.26 | ) | | | (0.67 | ) | | | 2.09 | |
Total from Investment Operations | | | 3.24 | | | | (2.39 | ) | | | 7.53 | | | | (3.00 | ) | | | (0.38 | ) | | | 2.28 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Distributions: | | | | | | | | | | | | | | | | | | | | | | | | |
Net Investment Income | | | (0.21 | ) | | | (0.33 | ) | | | (0.23 | ) | | | (0.31 | ) | | | (0.32 | ) | | | (0.19 | ) |
Net Realized Gain on Investments | | | (0.75 | ) | | | — | | | | — | | | | (0.18 | ) | | | (0.64 | ) | | | — | |
Return of Capital | | | — | | | | — | | | | — | | | | (0.01 | ) | | | — | | | | — | |
Total Distributions | | | (0.96 | ) | | | (0.33 | ) | | | (0.23 | ) | | | (0.50 | ) | | | (0.96 | ) | | | (0.19 | ) |
Net Asset Value, End of Period | | $ | 25.96 | | | $ | 23.68 | | | $ | 26.40 | | | $ | 19.10 | | | $ | 22.60 | | | $ | 23.94 | |
Total Return † | | | 13.79 | % | | | (9.17 | )% | | | 39.48 | % | | | (13.38 | )% | | | (1.45 | )% | | | 10.47 | % |
Ratios to Average Net Assets/Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net Assets, End of Period (in 000’s) | | $ | 12,560 | | | $ | 12,752 | | | $ | 15,163 | | | $ | 12,611 | | | $ | 18,260 | | | $ | 31,987 | |
Net Investment Income | | | 1.39 | %(b) | | | 1.23 | % | | | 0.73 | % | | | 1.25 | % | | | 1.31 | % | | | 0.84 | % |
Operating Expenses Net of Waivers/Credits/Reimbursements/Reductions | | | 1.20 | %(b) | | | 1.20 | % | | | 1.20 | % | | | 1.20 | % | | | 1.21 | %(c) | | | 1.29 | % |
Operating Expenses Before Waivers/Credits/Reimbursements/Reductions | | | 1.41 | %(b) | | | 1.40 | % | | | 1.38 | % | | | 1.40 | % | | | 1.38 | % | | | 1.47 | % |
Portfolio Turnover Rate | | | 9 | % | | | 14 | % | | | 21 | % | | | 22 | % | | | 22 | % | | | 19 | % |
Class I | | | | | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, Beginning of Year | | $ | 23.62 | | | $ | 26.39 | | | $ | 19.09 | | | $ | 22.59 | | | $ | 23.94 | | | $ | 21.84 | |
Income from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | |
Net Investment Income(a) | | | 0.22 | | | | 0.40 | | | | 0.25 | | | | 0.31 | | | | 0.35 | | | | 0.25 | |
Net Realized and Unrealized Gain/(Loss) on Investments | | | 3.06 | | | | (2.72 | ) | | | 7.34 | | | | (3.26 | ) | | | (0.69 | ) | | | 2.09 | |
Total from Investment Operations | | | 3.28 | | | | (2.32 | ) | | | 7.59 | | | | (2.95 | ) | | | (0.34 | ) | | | 2.34 | |
Distributions: | | | | | | | | | | | | | | | | | | | | | | | | |
Net Investment Income | | | (0.25 | ) | | | (0.45 | ) | | | (0.29 | ) | | | (0.36 | ) | | | (0.37 | ) | | | (0.24 | ) |
Net Realized Gain on Investments | | | (0.75 | ) | | | — | | | | — | | | | (0.18 | ) | | | (0.64 | ) | | | — | |
Return of Capital | | | — | | | | — | | | | — | | | | (0.01 | ) | | | — | | | | — | |
Total Distributions | | | (1.00 | ) | | | (0.45 | ) | | | (0.29 | ) | | | (0.55 | ) | | | (1.01 | ) | | | (0.24 | ) |
Net Asset Value, End of Period | | $ | 25.90 | | | $ | 23.62 | | | $ | 26.39 | | | $ | 19.09 | | | $ | 22.59 | | | $ | 23.94 | |
Total Return † | | | 13.96 | % | | | (8.96 | )% | | | 39.84 | % | | | (13.15 | )% | | | (1.24 | )% | | | 10.78 | % |
Ratios to Average Net Assets/Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net Assets, End of Period (in 000’s) | | $ | 103,325 | | | $ | 96,765 | | | $ | 116,673 | | | $ | 101,482 | | | $ | 157,557 | | | $ | 124,114 | |
Net Investment Income | | | 1.65 | %(b) | | | 1.48 | % | | | 0.98 | % | | | 1.51 | % | | | 1.57 | % | | | 1.09 | % |
Operating Expenses Net of Waivers/Credits/Reimbursements/Reductions | | | 0.95 | %(b) | | | 0.95 | % | | | 0.95 | % | | | 0.95 | % | | | 0.96 | %(c) | | | 1.04 | % |
Operating Expenses Before Waivers/Credits/Reimbursements/Reductions | | | 1.16 | %(b) | | | 1.15 | % | | | 1.13 | % | | | 1.15 | % | | | 1.13 | % | | | 1.22 | % |
Portfolio Turnover Rate | | | 9 | % | | | 14 | % | | | 21 | % | | | 22 | % | | | 22 | % | | | 19 | % |
| † | Total return represents aggregate total return of a hypothetical investment at the beginning of the year and sold at the end of the year including reinvestment of distributions and does not reflect the applicable sales charges. Total return for a period of less than one year is not annualized. |
| (a) | Per share amounts have been calculated using the average shares outstanding method. |
| (c) | The Fund incurred tax expense during the year ended September 30, 2019. If the tax expense had not been incurred, the ratios of operating expenses to average net assets would have been 1.20% (Class A) and 0.95% (Class I), respectively. |
See accompanying notes to financial statements.
KEELEY Funds, Inc.
Notes to Financial Statements (Unaudited)
1. Organization. KEELEY Funds, Inc. (the Corporation) was organized on April 7, 2005 as a Maryland corporation and is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as a diversified, open-ended investment company. The Corporation consists of three series, KEELEY Small Cap Dividend Value Fund (Small Cap Dividend Value Fund), KEELEY Small-Mid Cap Value Fund (Small-Mid Cap Value Fund), and KEELEY Mid Cap Dividend Value Fund (Mid Cap Dividend Value Fund) (each a Fund, and collectively, the Funds), each with two classes of shares: Class A and Class I.
The investment objectives of each Fund are as follows:
| ● | Small Cap Dividend Value Fund seeks to provide long term capital appreciation and current income through investments in equity securities with a small market capitalization and that currently pay, or are reasonably expected to pay, dividends to shareholders. |
| ● | Small-Mid Cap Value Fund seeks to provide long term capital appreciation through investments in equity securities of companies with a small or mid-sized market capitalization. |
| ● | Mid Cap Dividend Value Fund seeks to provide long term capital appreciation and current income through investments in equity securities of companies with a mid-sized market capitalization and that currently pay, or are reasonably expected to pay, dividends to shareholders. |
2. Significant Accounting Policies. As an investment company, the Corporation follows the investment company accounting and reporting guidance, which is part of U.S. generally accepted accounting principles (GAAP) that may require the use of management estimates and assumptions in the preparation of its financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Corporation in the preparation of its financial statements.
The global outbreak of the novel coronavirus disease, known as COVID-19, has caused adverse effects on many companies, sectors, nations, regions and the markets in general, and may continue for an unpredictable duration. The effects of this pandemic may materially impact the value and performance of the Funds, its ability to buy and sell fund investments at appropriate valuations, and its ability to achieve its investment objectives.
Security Valuation. Portfolio securities listed or traded on a nationally recognized securities exchange or traded in the U.S. over-the-counter market for which market quotations are readily available are valued at the last quoted sale price or a market’s official closing price as of the close of business on the day the securities are being valued. If there were no sales that day, the security is valued at the average of the closing bid and asked prices or, if there were no asked prices quoted on that day, then the security is valued at the closing bid price on that day. If no bid or asked prices are quoted on such day, the security is valued at the most recently available price or, if the Board of Directors (the Board) so determines, by such other method as the Board shall determine in good faith to reflect its fair market value. Portfolio securities traded on more than one national securities exchange or market are valued according to the broadest and most representative market, as determined by Keeley-Teton Advisors, LLC (the Adviser). Investments in open-end investment companies are valued at each underlying Fund’s NAV per share as of the report date.
Portfolio securities primarily traded on a foreign market are generally valued at the preceding closing values of such securities on the relevant market, but may be fair valued pursuant to procedures established by the Board if market conditions change significantly after the close of the foreign market, but prior to the close of business on the day the securities are being valued. Debt obligations for which market quotations are readily available are valued at the average of the latest bid and asked prices. If there were no asked prices quoted on such day, the security is valued using the closing bid price, unless the Board determines such amount does not reflect the security’s fair value, in which case the security will be fair valued as determined by the Board. Certain securities are valued principally using dealer quotations. Futures contracts are valued at the closing settlement price of the exchange or board of trade on which the applicable contract is traded. OTC futures and options on futures for which market quotations are readily available will be valued by quotations received from a pricing service or, if no quotations are available from a pricing service, by quotations obtained from one or more dealers in the instrument in question by the Adviser.
Securities for which quotations are not readily available are valued by the Funds’ investment adviser, Keeley-Teton Advisors, LLC, at their respective fair values as determined in good faith pursuant to procedures adopted by the Corporation’s Board. For each investment that is fair valued, the Adviser takes into consideration, to the extent applicable, various factors, including, but not limited to, the financial condition of the company, comparable companies in the public market, the nature and duration of the cause for a quotation not being readily available and other relevant factors. Securities fair valued by the Adviser are indicated in the Schedules of Investments and are categorized as Level 2 or Level 3 in the fair value hierarchy depending on the observability of the inputs.
KEELEY Funds, Inc.
Notes to Financial Statements (Unaudited) (Continued)
The inputs and valuation techniques used to measure fair value of the Fund’s investments are summarized into three levels as described in the hierarchy below:
| ● | Level 1 — quoted prices in active markets for identical securities; |
| ● | Level 2 — other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.); and |
| ● | Level 3 — significant unobservable inputs (including the Board’s determinations as to the fair value of investments). |
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input both individually and in the aggregate that is significant to the fair value measurement. The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The summary of the Funds’ investments in securities by inputs used to value the Funds’ investments as of March 31, 2023 is as follows:
| | Valuation Inputs | | | | |
| | Level 1 Quoted Prices | | | Level 2 Other Significant Observable Inputs | | | Level 3 Significant Unobservable Inputs | | | Total Market Value at 03/31/23 | |
SMALL CAP DIVIDEND VALUE FUND | | | | | | | | | | | | | | | | |
INVESTMENTS IN SECURITIES: | | | | | | | | | | | | | | | | |
ASSETS (Market Value): | | | | | | | | | | | | | | | | |
Common Stocks (a) | | $ | 294,459,796 | | | | — | | | | — | | | $ | 294,459,796 | |
Short Term Investment | | | 4,123,031 | | | | — | | | | — | | | | 4,123,031 | |
TOTAL INVESTMENTS IN SECURITIES – ASSETS | | $ | 298,582,827 | | | | — | | | | — | | | $ | 298,582,827 | |
| | | | | | | | | | | | | | | | |
SMALL-MID CAP VALUE FUND | | | | | | | | | | | | | | | | |
INVESTMENTS IN SECURITIES: | | | | | | | | | | | | | | | | |
ASSETS (Market Value): | | | | | | | | | | | | | | | | |
Common Stocks (a) | | $ | 27,920,331 | | | | — | | | | — | | | $ | 27,920,331 | |
Warrants (a) | | | 880 | | | | — | | | | — | | | | 880 | |
Short Term Investment | | | 1,072,530 | | | | — | | | | — | | | | 1,072,530 | |
TOTAL INVESTMENTS IN SECURITIES – ASSETS | | $ | 28,993,741 | | | | — | | | | — | | | $ | 28,993,741 | |
| | | | | | | | | | | | | | | | |
MID CAP DIVIDEND VALUE FUND | | | | | | | | | | | | | | | | |
INVESTMENTS IN SECURITIES: | | | | | | | | | | | | | | | | |
ASSETS (Market Value): | | | | | | | | | | | | | | | | |
Common Stocks (a) | | $ | 114,432,512 | | | | — | | | | — | | | $ | 114,432,512 | |
Short Term Investment | | | 1,380,762 | | | | — | | | | — | | | | 1,380,762 | |
TOTAL INVESTMENTS IN SECURITIES – ASSETS | | $ | 115,813,274 | | | | — | | | | — | | | $ | 115,813,274 | |
(a) Please refer to the Schedule of Investments for the industry classifications of these portfolio holdings.
There were no Level 3 investments held at March 31, 2023 or September 30, 2022 by Small Cap Dividend Value Fund, Small-Mid Cap Value Fund, or Mid Cap Dividend Value Fund.
Additional Information to Evaluate Qualitative Information.
General. The Funds use recognized industry pricing services – approved by the Board and unaffiliated with the Adviser – to value most of their securities, and use broker quotes provided by market makers of securities not valued by these and other recognized pricing sources. Several different pricing feeds are received to value domestic equity securities, international equity securities, preferred equity securities, and fixed income securities. The data within these feeds are ultimately sourced from major stock exchanges and trading systems where these securities trade. The prices supplied by external sources are checked by obtaining quotations or actual transaction prices from market participants. If a price obtained from the pricing source is deemed unreliable, prices will be sought from another pricing service or from a broker/dealer that trades that security or similar securities.
Fair Valuation. Fair valued securities may be common or preferred equities, warrants, options, rights, or fixed income obligations. Where appropriate, Level 3 securities are those for which market quotations are not available, such as securities not traded for several days or for which current bids are not available, or which are restricted as to transfer. When fair valuing a security, factors to consider include recent prices of comparable securities that are publicly traded, reliable prices of securities
KEELEY Funds, Inc.
Notes to Financial Statements (Unaudited) (Continued)
not publicly traded, the use of valuation models, current analyst reports, valuing the income or cash flow of the issuer, or cost if the preceding factors do not apply. A significant change in the unobservable inputs could result in a lower or higher value in Level 3 securities. The circumstances of Level 3 securities are frequently monitored to determine if fair valuation measures continue to apply.
The Adviser reports quarterly to the Board the results of the application of fair valuation policies and procedures. These may include back testing the prices realized in subsequent trades of these fair valued securities to fair values previously recognized.
Investments in other Investment Companies. All Funds may invest, from time to time, in shares of other investment companies (or entities that would be considered investment companies but are excluded from the definition pursuant to certain exceptions under the 1940 Act) (the Acquired Funds) in accordance with the 1940 Act and related rules. Shareholders in these funds would bear the pro rata portion of the periodic expenses of the Acquired Funds in addition to the Funds’ expenses. During the six months ended March 31, 2023, Small Cap Dividend Value Fund’s, the Small-Mid Cap Value Fund’s, and Mid Cap Dividend Value Fund’s pro rata portion of the periodic expenses charged by the Acquired Funds was less than 1 basis point.
Foreign Taxes. The Funds may be subject to foreign taxes on income, gains on investments, or currency repatriation, a portion of which may be recoverable. The Funds will accrue such taxes and recoveries as applicable, based upon their current interpretation of tax rules and regulations that exist in the markets in which they invest.
Securities Transactions and Investment Income. Securities transactions are accounted for on the trade date with realized gain or loss on investments determined by using the identified cost method. Interest income (including amortization of premium and accretion of discount) is recorded on the accrual basis. Premiums and discounts on debt securities are amortized using the effective yield to maturity method or amortized to earliest call date, if applicable. Dividend income is recorded on the ex-dividend date except for certain dividends from foreign securities that are recorded as soon after the ex-dividend date as a Fund becomes aware of such dividends. Upon notification from issuers, distributions received from a REIT may be redesignated as a reduction of cost of investments and/or realized gain.
Determination of Net Asset Value and Calculation of Expenses. Certain administrative expenses are common to, and allocated among, various affiliated funds. Such allocations are made on the basis of each fund’s average net assets or other criteria directly affecting the expenses as determined by the Adviser pursuant to procedures established by the Board.
In calculating the NAV per share of each class, investment income, realized and unrealized gains and losses, redemption fees, and expenses other than class specific expenses are allocated daily to each class of shares based upon the proportion of net assets of each class at the beginning of each day. Distribution expenses are borne solely by the class incurring the expense.
Distributions to Shareholders. Distributions to shareholders are recorded on the ex-dividend date. Distributions to shareholders are based on income and capital gains as determined in accordance with federal income tax regulations, which may differ from income and capital gains as determined under GAAP. These differences are primarily due to differing treatments of income and gains on various investment securities held by the Funds, timing differences, and differing characterizations of distributions made by the Funds. These book/tax differences are either temporary or permanent in nature. To the extent these differences are permanent, adjustments are made to the appropriate capital accounts in the period when the differences arise. Permanent differences were primarily due to the utilization of tax equalizations and reversal of prior year Real Estate Investment Trust adjustments. These reclassifications, presented in the table below, have no impact on the NAVs of the Funds.
The tax character of distributions paid during the fiscal year ended September 30, 2022 was as follows:
| | Small Cap Dividend Value Fund | | | Small-Mid Cap Value Fund | | | Mid Cap Dividend Value Fund | |
Ordinary income (inclusive of short term capital gains except for the Mid Cap | | | | | | | | | | | | |
Dividend Value Fund) | | $ | 6,322,537 | | | $ | 1,827,830 | | | $ | 2,034,284 | |
Net long term capital gains | | | 39,131,848 | | | | 9,554,093 | | | | 50 | |
Total distributions paid | | $ | 45,454,385 | | | $ | 11,381,923 | * | | $ | 2,034,334 | |
| * | Total distributions paid differs from the Statement of Changes in Net Assets due to the utilization of equalization. |
KEELEY Funds, Inc.
Notes to Financial Statements (Unaudited) (Continued)
Provision for Income Taxes. The Funds intend to continue to qualify as regulated investment companies under Subchapter M of the Internal Revenue Code of 1986, as amended (the Code). It is the policy of the Funds to comply with the requirements of the Code applicable to regulated investment companies and to distribute substantially all of the Funds’ net investment company taxable income and net capital gains.
The following summarizes the tax cost of investments and the related net unrealized appreciation at March 31, 2023:
| | Small Cap Dividend Value Fund | | | Small-Mid Cap Value Fund | | | Mid Cap Dividend Value Fund | |
Aggregate cost of investments | | $ | 251,611,331 | | | $ | 22,374,710 | | | $ | 88,373,437 | |
Gross unrealized appreciation | | $ | 67,673,321 | | | $ | 8,590,011 | | | $ | 31,986,283 | |
Gross unrealized depreciation | | | (20,701,825 | ) | | | (1,970,980 | ) | | | (4,546,446 | ) |
Net unrealized appreciation | | $ | 46,971,496 | | | $ | 6,619,031 | | | $ | 27,439,837 | |
The Funds are required to evaluate tax positions taken or expected to be taken in the course of preparing the Funds’ tax returns to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Income tax and related interest and penalties would be recognized by the Funds as tax expense in the Statement of Operations if the tax positions were deemed not to meet the more-likely-than-not threshold. During the six months ended March 31, 2023, the Funds did not incur any income tax, interest, or penalties. As of March 31, 2023, the Adviser has reviewed all open tax years and concluded that there was no impact to the Funds’ net assets or results of operations. The Funds’ federal and state tax returns for the prior three fiscal years remain open, subject to examination by the Internal Revenue Service and state taxing authorities. On an ongoing basis, the Adviser will monitor the Funds’ tax positions to determine if adjustments to this conclusion are necessary.
3. Investment Advisory Agreements and Other Transactions. The Corporation, on behalf of each Fund, has entered into an investment advisory agreement (the Agreement) with the Adviser, with whom certain officers and directors of the Corporation are affiliated, to furnish investment advisory services to that Fund. Under the terms of the Agreement, Small Cap Dividend Value Fund and Small-Mid Cap Value Fund each pay the Adviser a monthly fee at the annual rate of 1.00% of the Fund’s first $350 million of average daily net assets, 0.90% for net assets greater than $350 million but less than $700 million, and 0.80% in excess of $700 million of the Fund’s average daily net assets. Mid Cap Dividend Value Fund pays the Adviser a monthly fee at the annual rate of 0.90% of the Fund’s average daily net assets.
The Adviser has contractually agreed to waive a portion of its fees and/or reimburse expenses with respect to each Fund until February 28, 2024 (the Expense Cap Agreement), such that total expenses, exclusive of taxes, interest charges, dividend expenses incurred on securities that a Fund sells short, litigation expenses, other extraordinary expenses, and brokerage commissions and other charges relating to the purchase and sale of a Fund’s securities will not exceed the following amounts of average daily net assets of the respective Fund:
| | Class A | | Class I |
Small Cap Dividend Value Fund | | 1.29% | | 1.04% |
Small-Mid Cap Value Fund | | 1.39% | | 1.14% |
Mid Cap Dividend Value Fund | | 1.20% | | 0.95% |
Any reimbursements or fee waivers made by the Adviser to a Fund are subject to repayment by the Fund, to the extent that the Fund is able to make the repayment within its Expense Cap Agreement. However, the repayment of previously waived expenses is limited to amounts that do not cause the aggregate operating expenses of the Fund to exceed the current expense cap or the expense cap in place at the time the waiver was generated. The Adviser did not recoup any fees previously waived or reimbursed under the Expense Cap Agreement for the six months ended March 31, 2023. The table below indicates the amount of fees available for recoupment by the Adviser in future periods:
As of March 31, 2023, the cumulative unreimbursed amounts which may be recovered by the Adviser are as follows:
| | | For the year ended September 30, 2020, expiring September 30, 2023 | | For the year ended September 30, 2021, expiring September 30, 2024 | | For the year ended September 30, 2022, expiring September 30, 2025 | | For the six months ended March 31, 2023, expiring September 30, 2026 | | Total |
Small Cap Dividend Value Fund | | | $ | 773,620 | | | $ | 668,481 | | | $ | 676,027 | | | $ | 327,810 | | | $ | 2,445,938 | |
Small-Mid Cap Value Fund | | | | 142,211 | | | | 109,462 | | | | 120,296 | | | | 60,244 | | | | 432,213 | |
Mid Cap Dividend Value Fund | | | | 297,386 | | | | 236,330 | | | | 252,425 | | | | 123,865 | | | | 910,006 | |
KEELEY Funds, Inc.
Notes to Financial Statements (Unaudited) (Continued)
Any waiver or reimbursement is subject to later adjustment during the term of each Fund’s investment advisory agreement to allow Keeley-Teton to recoup amounts waived or reimbursed to the extent actual fees and expenses for a period are less than the expense limitation caps. Keeley-Teton, however, will only be entitled to recoup such amounts for a period of three years following the fiscal year in which such amount was waived or reimbursed.
4. Distribution Plan. The Corporation’s Board has adopted a Distribution Plan (the Plan) pursuant to Rule 12b-1 under the 1940 Act for the Funds’ Class A Shares. The Plan is designed to finance or assist in the financing of any activity primarily intended to result in the sale of Class A Shares by G.distributors, LLC (the Distributor), an affiliate of the Adviser, with whom certain officers and directors of the Corporation are affiliated, and to permit the Corporation to compensate the Distributor and other dealers of its shares. Each Fund paid the Distributor and each dealer a monthly fee at the annual rate of 0.25% of the average daily net assets of Fund shares beneficially owned by the Distributor’s and each dealer’s existing brokerage clients. The Plan can be continued in effect from year to year if such continuance is approved annually by the Board of the Corporation, including the vote of a majority of the Independent Directors.
For the six months ended March 31, 2023, Small Cap Dividend Value Fund – Class A expensed $224,610 in distribution fees, of which $2,114 was paid to the Distributor; Small-Mid Cap Value Fund – Class A expensed $14,335 in distribution fees, of which $334 was paid to the Distributor; and Mid-Cap Dividend Value Fund – Class A expensed $16,757 in distribution fees, of which $1,121 was paid to the Distributor. The distribution fees paid to the Distributor are unaudited.
The Corporation has adopted a Shareholder Servicing Agreement for all of its Funds and their Classes. The Corporation has retained the Adviser to serve as the shareholder servicing agent for the Funds pursuant to the Shareholder Servicing Agreement. Under the Shareholder Servicing Agreement, the Corporation will pay the Adviser a monthly fee calculated at an annual rate of 0.05% of each Fund’s average daily net assets for providing support services to investors who beneficially own shares of a Fund. The Shareholder Servicing Agreement may be continued in effect from year to year if such continuance is approved annually by the Board of the Corporation, including the vote of a majority of the Independent Directors. For the six months ended March 31, 2023, the Adviser received $142,445, $17,211, and $41,376 from Small Cap Dividend Value Fund, Small-Mid Cap Value Fund, and Mid Cap Dividend Value Fund, respectively.
5. Portfolio Securities. Purchases and sales (including maturities) of securities during the six months ended March 31, 2023, other than short term securities, are as follows:
| | | Purchases (excluding U.S. Government Securities) | | | Sales (excluding U.S. Government Securities) | |
Small Cap Dividend Value Fund | | | $ | 33,142,492 | | | $ | 56,279,142 | |
Small-Mid Cap Value Fund | | | | 2,393,711 | | | | 7,737,436 | |
Mid Cap Dividend Value Fund | | | | 11,012,488 | | | | 16,271,223 | |
6. Transactions with Affiliates and Other Arrangements. During the six months ended March 31, 2023, the Distributor retained a total of $3,569 from investors representing commissions (sales charges and underwriting fees) on sales and redemptions of Fund shares.
The cost of calculating each Fund’s NAV per share is a Fund expense pursuant to the Advisory Agreement. During the six months ended March 31, 2023, Small Cap Dividend Value Fund, Small-Mid Cap Value Fund, and Mid Cap Dividend Value Fund accrued $39,431, $3,859, and $14,998, respectively, in the Statements of Operations, in connection with the cost of computing these Funds’ NAVs.
As per the approval of the Board, the Funds are allocated a portion of the Chief Compliance Officer's compensation cost. For the six months ended March 31, 2023, the Funds paid or accrued $44,878 in chief compliance officer compensation in the Statements of Operations.
The Adviser has an administration agreement for each of the Funds with Gabelli Funds, LLC, which has entered into an agreement with BNY Mellon Investment Servicing (US) Inc. to provide certain administrative services to the Funds.
KEELEY Funds, Inc.
Notes to Financial Statements (Unaudited) (Continued)
The Corporation pays each Director who is not considered an affiliated person an annual retainer of $10,000 plus $2,000 for each Board meeting attended, and they are reimbursed by the Corporation for any out of pocket expenses incurred in attending meetings. All Board committee members receive $1,000 per meeting attended, and the Chairman of the Audit Committee receives a $25,000 annual fee. A Director may receive a single meeting fee, allocated among the participating funds, for attending certain meetings held on behalf of multiple funds. Directors who are directors or employees of the Adviser or an affiliated company receive no compensation or expense reimbursement from the Corporation.
7. Line of Credit. The Funds participate in an unsecured line of credit, which expires on February 28, 2024 and may be renewed annually, of up to $75,000,000 under which they may each borrow up to 10% of their net assets from the bank for temporary borrowing purposes. Borrowings under this arrangement bear interest at a floating rate equal to the higher of the Overnight Federal Funds Rate plus 135 basis points or the Overnight Bank Funding Rate plus 135 basis points in effect on that day. This amount, if any, would be included in “Interest expense” in the Statements of Operations. At March 31, 2023, there were no borrowings outstanding under the line of credit.
During the six months ended March 31, 2023, the Small-Mid Cap Dividend Value Fund borrowed $617,000 for three days at a weighted average interest rate of 5.21%. During the six months ended March 31, 2023, the Mid Cap Dividend Value Fund and The Small Cap Dividend Value Fund did not borrow under the line of credit.
8. Significant Shareholder. As of March 31, 2023, 9.4%, 10.9%, and 39.1% of Small Cap Dividend Value Fund, Small-Mid Cap Value Fund, and Mid Cap Dividend Value Fund, respectively, were beneficially owned by the Adviser and its affiliates, including managed accounts for which the affiliates of the Adviser have voting control but disclaim pecuniary interest.
9. Capital Stock. The Funds offer two classes of shares - Class A Shares and Class I Shares. The public offering price for Class A Shares is the net asset value plus a sales charge, which varies in accordance with the amount of the purchase up to a maximum of 4.50%. The public offering price for Class I Shares is the net asset value. As noted in the Funds’ prospectus, Class I is an institutional class and does not charge a sales load or a 12b-1 fee to its shareholders.
Transactions in shares of capital stock were as follows:
| | Small Cap Dividend Value Fund | | | Small-Mid Cap Value Fund | | | Mid Cap Dividend Value Fund | |
| | Six Months Ended March 31, 2023 (Unaudited) | | | Year Ended September 30, 2022 | | | Six Months Ended March 31, 2023 (Unaudited) | | | Year Ended September 30, 2022 | | | Six Months Ended March 31, 2023 (Unaudited) | | | Year Ended September 30, 2022 | |
Class A | | | | | | | | | | | | | | | | | | | | | | | | |
Shares sold | | | 135,709 | | | | 280,385 | | | | 13,156 | | | | 11,434 | | | | 19,640 | | | | 7,118 | |
Shares issued upon reinvestment of distributions | | | 1,372,438 | | | | 1,284,071 | | | | 187,044 | | | | 322,265 | | | | 16,372 | | | | 5,987 | |
Shares redeemed | | | (869,205 | ) | | | (1,547,403 | ) | | | (123,014 | ) | | | (209,366 | ) | | | (90,696 | ) | | | (48,985 | ) |
Net increase/(decrease) in Class A Shares | | | 638,942 | | | | 17,053 | | | | 77,186 | | | | 124,333 | | | | (54,684 | ) | | | (35,880 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | |
Class I | | | | | | | | | | | | | | | | | | | | | | | | |
Shares sold | | | 308,268 | | | | 445,812 | | | | 26,325 | | | | 59,057 | | | | 78,359 | | | | 150,324 | |
Shares issued upon reinvestment of distributions | | | 1,089,590 | | | | 1,096,382 | | | | 315,827 | | | | 653,401 | | | | 156,124 | | | | 70,435 | |
Shares redeemed | | | (1,229,526 | ) | | | (1,894,185 | ) | | | (519,056 | ) | | | (836,791 | ) | | | (340,724 | ) | | | (546,072 | ) |
Net increase/(decrease) in Class I Shares | | | 168,332 | | | | (351,991 | ) | | | (176,904 | ) | | | (124,333 | ) | | | (106,241 | ) | | | (325,313 | ) |
10. Indemnifications. The Funds enter into contracts that contain a variety of indemnifications. The Funds’ maximum exposure under these arrangements is unknown. However, the Funds have not had prior claims or losses pursuant to these contracts. Management has reviewed the Funds’ existing contracts and expects the risk of loss to be remote.
11. Subsequent Events. Management has evaluated the impact on the Funds of all subsequent events occurring through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.
Keeley Funds and Your Personal Privacy
Protecting your personal information is an important priority for us. The Funds’ privacy policy is designed to support this objective. We collect nonpublic personal information about you from the following sources:
| ● | Information we receive from you on applications or on other forms; correspondence or conversations, such as your name, address, social security number, assets, income, and date of birth. |
| ● | Information about your transactions with us, our affiliates or others, such as your account numbers and balances, transaction history, parties to transactions, cost basis information, and other financial information. |
The Funds restrict access to your nonpublic information by maintaining physical, electronic, and procedural safeguards.
The Funds do not disclose any nonpublic information about their current or former customers to nonaffiliated third parties, except as permitted by law. G.distributors, LLC. is the Distributor and Keeley-Teton Advisors, LLC. is the Investment Adviser for the Keeley Funds and are both affiliates of the Keeley Funds. We may share your nonpublic information with affiliates who require such information to provide products or services to you. You may request that we not share your nonpublic information with our affiliates for use by them in marketing products or services to you by calling us toll-free at 1-800-422-3554. We will honor your choice until you tell us otherwise. If you have a joint account, your instruction will be applied to all account holders on that account.
KEELEY Small Cap Dividend Value Fund
KEELEY Small-Mid Cap Value Fund
KEELEY Mid Cap Dividend Value Fund
141 West Jackson Blvd., Suite 2150
Chicago, Illinois 60604
General and Account Information:
800-422-3554
fax: 312-786-5003
website: keeleyfunds.com
e-mail: info@keeleyteton.com
Board of Directors
LAURA D. ALTER | NICHOLAS F. GALLUCCIO* | SEAN LOWRY |
Former Managing Director and | Co-Chairman, President, and | Former Executive Vice President, |
Senior Partner of Fixed Income, | Chief Executive Officer | Pacor Mortgage Corp. |
Harris Investments | Teton Advisors, Inc. | |
| | |
ANTHONY S. COLAVITA | KEVIN M. KEELEY* | MICHAEL J. MELARKEY |
Attorney, Anthony S. Colavita, P.C. | Co-Chairman, Executive Chairman, | Of Counsel, |
| and President | McDonald Carano Wilson LLP |
| Keeley -Teton Advisors, LLC | |
| President, Keeley Funds, Inc. | |
| | |
JAMES P. CONN | JEROME J. KLINGENBERGER | KUNI NAKAMURA |
Former Managing Director and | Executive Vice President and | President of Advanced Polymer, Inc. |
Chief Investment Officer, Financial | Chief Financial Officer | |
Security Assurance Holdings Ltd. | Grayhill, Inc. | |
| | |
*Interested Directors | | |
| Officers | |
| | |
KEVIN M. KEELEY | JOHN C. BALL | PETER GOLDSTEIN |
President | Treasurer | Secretary |
| | |
RICHARD J. WALZ | THOMAS E. BROWNE Jr. | |
Chief Compliance Officer | Vice President | |
Investment Adviser | Distributor |
Keeley-Teton Advisors, LLC | G.distributors, LLC |
Custodian | Legal Counsel |
State Street Bank and Trust Company | Paul Hastings LLP |
This report is submitted for the information of the shareholders of the KEELEY Funds. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus.
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Item 2. Code of Ethics.
Not applicable.
Item 3. Audit Committee Financial Expert.
Not applicable.
Item 4. Principal Accountant Fees and Services.
Not applicable.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
| (a) | Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. |
| Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
| Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.
Item 11. Controls and Procedures.
| (a) | The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
| (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
Not applicable.
Item 13. Exhibits.
| (a)(2) | Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
| (b) | Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | | Keeley Funds, Inc. |
By (Signature and Title)* | | /s/ Kevin Keeley |
| | Kevin Keeley, Principal Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* | | /s/ Kevin Keeley |
| | Kevin Keeley, Principal Executive Officer |
By (Signature and Title)* | | /s/ John C. Ball |
| | John C. Ball, Principal Financial Officer and Treasurer |
* Print the name and title of each signing officer under his or her signature.