KEELEY Small Cap Value Fund Second Quarter 2014 Commentary

In the second calendar quarter of 2014, the KEELEY Small Cap Value Fund (KSCVX) climbed 3.21 percent compared to a 2.05 percent rise for the Russell 2000 Index and a 2.38 percent increase for the Russell 2000 Value Index. After a volatile first quarter of the year, equity markets gradually pushed higher for much of the second quarter. The global uncertainty that unsettled markets early in the year subsided, which allowed investors to regain focus on domestic fundamentals that overall seem to show progress. The economic surprise of the month and the quarter was the unexpectedly low final result for first-quarter gross domestic product (GDP), which was revised down to a decline of 2.9 percent from a previous estimate of minus 1 percent. Although the first quarter's weakness was well known due to the harsh winter months, the magnitude of the downward revision called into question whether the recovery was faltering. The consensus, however, is that economic growth continues and may be accelerating. Much of the U.S. economic data, in fact, is at multi-year highs stemming from before the financial crisis, especially with respect to durable goods, private-sector employment, and housing numbers which were all strong in June. Corporate earnings growth continues to be the primary driver of gains in equities, and we remain pleased with the fundamental outlook for the majority of our holdings. However, an increase in the number of negative earnings pre-announcements raised eyebrows, and the sustainability of earnings growth bears watching. Our strong relative results during the second quarter were primarily driven by positive stock selection in the energy and industrials sectors. An overweight position in energy, which was easily the best performing sector in the Russell 2000 Index, also made a positive contribution.

Our holdings in the energy sector proved to be exceptionally strong during the second quarter, with four of the Fund’s top five performing positions residing in that sector. Triangle Petroleum (TPLM) was the Fund’s top performer, rising over 42 percent and adding 41 basis points of return during the quarter. Overall, our holdings in this sector are experiencing superior production growth. Triangle is strategically evaluating its business units and may spin-off or sell a division in the future. We have a favorable opinion of this potential restructuring, as we believe that decision could unlock significant value. However, many of our energy holdings are very early in their life cycle and despite the potential upside, we may experience enhanced volatility from these positions as they grow.

Another strong performer during the quarter was Core-Mark Holding Company (CORE) which climbed over 25 percent and added 29 basis points of performance to the Fund. Although revenue growth for the convenience store distributor was slightly below expectations, the company continues to expand its value-added services, such as fresh foods, and they have also announced a number of new contract wins.

The largest detractor during the quarter was Chicago Bridge & Iron (CBI). The industrial engineering company declined over 21 percent and cost the portfolio 23 basis points in performance. CBI has been a long-term holding and despite the short-term challenges, the stock has made a strong contribution to the Fund’s performance over the years. However, the shares became volatile in June amid negative accounting reports related to their earlier acquisition of Shaw Group and we elected to sell the position on the news.

We have talked at length in recent publications about the health of the restructuring market and specifically the environment for spin-offs. There have already been 16 completed spin-offs in 2014 and over 30 announced for later in 2014 or 2015. This activity continues to be a strong source of ideas for our portfolios and has challenged our investment team to replace existing holdings with new ideas and potentially greater upside. Recently, Sallie Mae (SLM) spun its FFELP (Federal Family Education Loan Program) division Navient (NAVI). In this case we elected to keep Sallie Mae Bank (SLM, the parent) and we sold Navient. Our rationale for selling NAVI was that it’s strictly a US government backed loan originator/servicer and will not likely grow as fast as SLM who dominates the private student lending market. SLM offered better downside risk given its loans generate substantially wider spreads and virtually all of its loans are co-signed by the students’ parents. Further, by electing to remain invested in SLM, we should also benefit from the company’s efforts to sell additional products into its customer base like deposits, credit cards, etc. We believe this combination of upside opportunity derived from interacting early and often with students and downside protection via cosigned loans made SLM an attractive long-term investment. These are the types of opportunities that are the cornerstone of our investment philosophy, and we are fortunate that the current environment remains remarkably productive. Thank you for your support of the Small Cap Value Fund.

Performance attribution is commonly used to measure the quality of the separate decisions that go into the management of an investment portfolio compared to a benchmark index. This analysis tries to isolate the effect and measure the return contribution of market allocation, which analyzes the positive/negative impact of a portfolio's allocation to groupings such as geographic regions or market sectors, and stock selection, which analyzes the positive/negative impact of the portfolio manager's security ownership and weighting decisions within a wider grouping. The performance attribution data in this quarterly commentary was prepared by Keeley Asset Management Corp. ("KAMCO") using the following constraints: (1) Fund portfolio holdings are as of the beginning of each day; index constituents are as of the end of the day. That means that the Fund's holdings are not included until the day after acquisition (when it is included in the portfolio as of the beginning of the next business day), and a portfolio holding that is sold is included in the analysis through the end of the day on which it is sold, and that the values at which securities are included in the analysis are the values as of the beginning of the day. For the index, securities are included at their values at the end of the day. (2) The securities’ values used in the analysis are the prices used by KAMCO in its internal records for the Fund and the prices used by the index provider for the benchmark index. If a price from either of those sources is unavailable, pricing information from FactSet is used. Pricing information from the index provider or from FactSet may differ from the pricing information used by KAMCO. (3) For the purpose of assigning portfolio security holdings to a particular sector and/or industry, KAMCO assigns the securities in accordance with the sector and industry classifications of the Global Industry Classification Standard (GICS) developed by MSCI and Standard and Poor's (to the extent available) as a primary source and FactSet (to the extent available) as a secondary source for this information. In the event KAMCO securities information vendors do not classify a security's issuer to a particular sector or industry or if the published classification appears to be incorrect, KAMCO may classify the security's issuer according to its own judgment, using other securities information vendors, the company description and other publicly available information about the company's peer group. Sector and/or industry classifications may change over time. The attribution information provided in this commentary includes summaries of attribution by market sector. Attribution is not precise and should be considered to be an approximation of the relative contribution of each of the sectors considered. The information on performance by sector reflects the aggregated gross return of the Fund's securities. Contributions to the Fund's performance by sector (computed as described above) were compared against the contributions to the aggregate return of the stocks comprising the index, by sector, as reported by FactSet Databases.

GICS was developed by and is the exclusive property and a service mark of MSCI Inc. ("MSCI") and Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("S&P") and is licensed for use by KAMCO. Neither MSCI, S&P nor any third party involved in making or compiling the GICS or any GICS classifications makes any express or implied warranties or representations with respect to such standard or classification (or the results to be obtained by the use thereof), and all such parties hereby expressly disclaim all warranties of originality, accuracy, completeness, merchantability and fitness for a particular purpose with respect to any of such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of their affiliates or any third party involved in making or compiling the GICS or any GICS classifications have any liability for any direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of the possibility of such damages.

Data provided for performance attribution are estimates based on unaudited portfolio results. Performance contributors and detractors were not realized gains or losses for the Fund during the quarter. Market performance presented soley for informational purposes. The S&P 500 Index is designed to act as a barometer for the overall U.S. stock market. The index is unmanaged, consisting of 500 stocks that are chosen on the basis of market size, liquidity, and industry grouping. The S&P 500 is a market value weighted index with each stock’s weight in the index proportionate to its market value. The Russell 2000 Index measures the performance of the small-cap segment of the U.S. equity universe and is a subset of the Russell 3000® Index representing approximately 10% of the total market capitalization of that index. The Russell 2000 Value Index measures the performance of small-cap value segment of the U.S. equity universe and includes those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values. These Index figures do not reflect any deduction for fees, expenses or taxes, and are not available for direct investment. Securities in the Fund may not match those in the indexes and performance of the Fund will differ. The KEELEY All Cap Value Fund, KEELEY Mid Cap Value Fund, KEELEY Small-Mid Cap Value Fund, KEELEY Small Cap Value Fund, KEELEY Small Cap Dividend Value Fund, KEELEY Mid Cap Dividend Value Fund, and KEELEY Alternative Value Fund are distributed by Keeley Investment Corp.

The top ten holdings of KSCVX as of June 30, 2014 include Sanchez Energy (1.43%), Bonanza Creek Energy (1.31%), Kapstone Paper (1.29%), Core Mark Holding (1.29%), Triangle Petroleum (1.28%), Tennant Co. (1.27%), Synergy Resources (1.26%), Diebold, Inc. (1.23%), Ryman Hospitality Properties (1.23%), and Verint Systems, Inc. (1.19%).