Second Quarter 2024 Commentary

Mid Cap Dividend Value Fund
Important Risk Information
The performance reflected herein isfor the Class A shares without load.
“Without load” does not reflect the
deduction of the maximum 4.50% salesfee (load), which reduces the performancequoted. Past performance does notguarantee future results. The performancedata quoted represents past performanceand current returns may be lower orhigher. The investment return and principal
will fluctuate so that an investor’s shares,
when redeemed, may be worth more orless than the original cost. Current to mostrecent month-end performance data may
be obtained at www.KeeleyFunds.com
This summary represents the views of theportfolio managers as of 6/30/2024.
Those views may change, and the Funddisclaims any obligation to advise
investors of such changes. For the
purpose of determining the Fund’s
holdings, securities of the same issuer are
aggregated to determine the weight in theFund. Portfolio holdings are subject tochange without notice and are notintended as recommendations of individual
securities.

The Fund’s Inception date is
October 1, 2011.
Risks: Smaller and medium-sizedcompany stocks are more volatile and lessliquid than larger, more establishedcompany securities. Dividend paying
investments may not experience the same
price appreciation as non-dividend paying
investments. Portfolio companies may
choose not to pay a dividend or it may beless than anticipated.
Prior to investing, investors shouldcarefully consider the Fund’s investment objective, risks, charges andexpenses as detailed in the prospectus
and summary prospectus. To obtain aprospectus or a summary prospectus,
call us at 800.422.2274 or visit
www.keeleyfunds.com. The prospectus/summary prospectus should beread carefully before investing.

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To Our Shareholders,
For the quarter ended June 30, 2024, the Keeley Mid Cap Dividend Value Fund’s net asset value (“NAV”) per
Class A share fell 4.3% compared with a 3.4% decline in the Russell Midcap Value index. The Fund remains
ahead of its benchmark on a year-to-date basis with a 5.0% gain vs. the 4.5% gain in the index.

Commentary
Only two things mattered in the first half. The dominant theme during most of the first half was the ratcheting
down of expectations for interest rate cuts by the Federal Reserve. The year started with investors expecting up to
six rate cuts during the year and the first half ended with questions about whether there would be even one. A
separate driver of performance for larger cap stocks was growing investor enthusiasm for all things related toartificial intelligence. We saw some ofMarket Performancethat last year, but even more this year,
3 Months
YTD
1-YearAs of June 30, 2024
which drove the shares of Nvidia to be
the best performing stock in the S&P
S&P 500 Index
4.3%
15.3%
24.6%
500 in the first half overall and theRussell 3000 Value Index
-2.3%
6.2%
12.9%
fourth best in the second quarter.
Russell 3000 Index

3.2%

13.6%

23.1%

Russell 2500 Value Index

-4.3%

1.5%

11.2%

Russell Midcap Value Index

-3.4%

4.5%

12.0%

The performance difference between
small caps and large caps widened in
Russell 2000 Index
-3.3%
1.7%
10.1%
the second quarter. In the second
quarter, the Russell 2000 index of
Russell 2000 Value Index
-3.6%
-0.8%
10.9%
small cap stocks fell 3.3% compared toBloomberg Barclays Agg. Bond Index
0.1%
-0.7%
2.6%
a 5.7% gain in the Russell Top 200.
Source: eVestment.
This built on the 5.5% lead large cap
stocks took in the first quarter. According to the brokerage firm Jefferies, the first half underperformance by small
caps is its worst since 1973 and the sixth worst since 1929.
Driven almost entirely by the largest companies. The performance of the overall market, as measured by the
Russell 3000, shows that the top decile of stocks by market cap accounted for 12.5% of the 13.6% total return.
Furthermore, the top ten stocks contributed 64% of the gain (8.0 percentage points). The bottom half contributed
almost nothing. It was even more extreme in the second quarter as the largest decile added 9.9 percentage points,
while the Russell 3000 was up only 3.2%. The top ten accounted for 6.2 percentage points alone! Furthermore,
the simple average of returns was negative for each decile, including the top one and the average stock in thebottom decile declined 9%.
Concentration in the market is at historic highs. We estimate that the top ten stocks now represent 30% of theoverall index weight compared with 20% at the end of 2019. The Russell 2000, on the other hand, accounts for
only 5% of the total market cap of the Russell 3000. This is a thirty-year low and is about half of what it was in
1994.
The largest stocks are the most expensive. Price appreciation in the largest cap stocks has outstripped theirearnings growth so they have become more expensive. We estimate that the average (non-weighted) forward P/Eratio for companies in the top decile of the Russell 3000 is 29x next twelve months’ EPS. This compares to 21x forthe bottom half. The top ten trade at a 36x average P/E.
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Second Quarter 2024 Commentary

Mid Cap Dividend Value FundThis should eventually matter. The multiple on the S&P 500 stood at 21.9x at the end of June. This is about 1.9
standard deviations above the 20-year average of 16.4x. In contrast, the S&P 400 Midcap and S&P 600 Smallcap
indexes trade below their 20-year averages. While the view that the market is not cheap is not wrong given thatlarge cap stocks represent more than 80% of it, it does not mean that there are not opportunities; potentiallythousands of them in the areas we focus on!
Let’s discuss dividends. We will discuss this topic more in the mid-year version of our Semi-Annual Dividend
Tracker but we think it is noteworthy that two of the largest non-dividend payers, Meta and Alphabet, decided toinitiate dividends and one of the fastest growing companies in the US, Nvidia, raised its dividend 150% after notchanging it for more than five years. These companies generate an enormous amount of free cash flow and do nothave great options to deploy it. They are large and highly profitable businesses and most businesses that they would
buy are not as good as the one they have or are too small to make a large dent in the free cash flow. Finally, the risein share prices and interest rate changes the math on the accretion potential of buybacks.

Portfolio Results
The Fund lagged its benchmark in the second quarter. The KEELEY Midcap Dividend Value Fund fell 4.3% in
the quarter, slightly more than the 3.4% decline in the Russell Midcap Value index. This offset some of theoutperformance generated in the first quarter, but the Fund remains ahead of its benchmark on a year-to-datebasis, up 5.0% vs. up 4.6% for the index.
Relative performance was hurt equally by Sector Allocation and Stock Selection. Several factors drive relative
performance for the Fund. We have previously cited Dividend vs. non-dividend, Sector Allocation, and Stock
Selection. This quarter, relative market capitalization also impacted performance.
• We estimate that dividend-paying stocks in the Russell Midcap Value index outperformed the overall
index by 50-75bps in the second quarter. This benefit was offset, however, by the outperformance of thelargest stocks in the index, where the Fund is underweight. These stocks, which average $41 billion inmarket cap, fell only 2.2% compared with the 3.4% decline in the benchmark.
• Sector Allocation was a slight detractor in the quarter. A slight underweight in the Real Estate sector
accounted for the largest piece of this.
• Stock Selection also detracted slightly. Selection boosted relative performance meaningfully in two
sectors and detracted in two sectors. Relative performance in the remaining seven sectors was not
significantly different from the benchmark but was slightly adverse in aggregate. The Fund’s holdings in
Financials and Health Care outperformed while the Fund lagged in Consumer Discretionary andInformation Technology.
More details on performance.
• Financials – Financials is the second largest sector and performed in line with the index during thesecond quarter. The Fund’s holdings performed better and actually appreciated slightly. Gains were led
by Virtu Financial, which tends to benefit from increases in stock market volatility, and life insurers
Equitable Holdings and Reinsurance Group of America which both reported strong earnings. Results in
the important banking sector were mixed, an improvement from the last few quarters.
• Consumer Discretionary – The Consumer Discretionary sector is the fourth largest and generated
losses that were twice as great as those of the index during the second quarter. The Fund’s holdings
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Second Quarter 2024 Commentary

Mid Cap Dividend Value Fundperformed worse than that low bar. Eight of the Fund’s nine holdings declined in the quarter with threedown more than 20%. These were led by PVH Corp. which was the Fund’s largest detractor. We discuss
it further in the Let’s Talk Stocks section of this update.
• Information Technology – Information Technology is the fourth largest sector in the index and one of
only three to post gains in the second quarter. The Fund’s holdings lagged slightly and were down during
the period as four of six stocks declined. We generated mixed results in this sector with both one of thethree largest contributors (Gen Digital) and detractors (Jabil) residing in this sector. Both are discussed
later in this report.
During the quarter, the Fund bought one new position and completed the sale of two holdings.

Let’s Talk Stocks
The top three contributors in the quarter were:
NRG Energy (NRG - $77.86 - NYSE) is one of the largest competitive energy retailers in the U.S. serving over 7.5
million residential customers in addition to commercial, industrial, and wholesale customers. It also operates
generation plants that produce more than 15 GW of electricity. The company continued its streak of strong financial
results, positioning NRG as one of the Fund’s top contributors for the third consecutive quarter. It also completed its$950 million accelerated share repurchase in the quarter. The factor that probably gave the stock an additional boost
in the quarter was growing investor recognition that growing electricity demand from artificial intelligence-focuseddata centers has the potential to outstrip supply growth. NRG has more flexibility to supply this demand and stands
to benefit.
GE Vernova (GEV - $171.51 – NYSE) is a leading manufacturer of equipment and systems for electric power
generation, transmission, and distribution. GE Vernova was spun off from GE Aerospace (GE) on April 2nd. In
addition to reporting a strong inaugural quarter as an independent public company, GE Vernova benefitted fromrising investor expectations for rapidly growing power demand fueled by artificial intelligence and data center growthover the next several years. GE Vernova’s core products, such as natural gas-powered turbines, will likely be at thecenter of the needed power supply growth.
Gen Digital Inc. (GEN - $24.98 –NASDAQ), formerly known as Norton Lifelock, is the leading provider ofconsumer-focused identity protection software. It has grown beyond PC-based anti-virus software to provide a suiteof tools that protect users from bad actors online. After a year of digesting the Avast acquisition and seeing some
attrition in its user base, GEN returned to growth in the first half of the year. Furthermore, the levelling off ofinterest rates and the company’s ability to pay down debt should reduce pressure on earnings estimates. Overall, theoutlook for earnings growth improved over the last six months.

The three largest detractors in the quarter were:
PVH Corp. (PVH - $105.87 – NYSE) sells apparel under the Tommy Hilfiger and Calvin Klein brands. PVH
reported its fourth-quarter earnings shortly after the second quarter started and introduced profit guidance for 2024
that was well below analysts’ prior expectations. Macroeconomic issues in Europe and cautious orders for autumn
from retailers there — particularly in the United Kingdom and Germany – drove the lower guidance. PVH is
responding to this likely temporary pressure by keeping a lid on costs and holding the line on inventory. Its
first-quarter earnings results, which were also reported during the second quarter, showed improvement. Based on an
early read on the spring 2025 product line, that season could prove better for PVH.
Jabil Inc. (JBL - $108.79 — NYSE) is one of the leading contract manufacturers in the world. In addition to serving
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Second Quarter 2024 Commentary

Mid Cap Dividend Value Fundthe electronics industry, it has significant business manufacturing medical, industrial, and automotive components.
After navigating pandemic-related supply chain disruption exceedingly well, Jabil has reported uneven results overthe last few quarters. Excess inventory at some of its customers and weakness in end markets such as electric vehicle
components and renewable energy have created demand softness. This led to missed targets and falling
expectations. In addition, the unexpected resignation of the company’s CEO after a short tenure did not help. At
the same time, the sale of Jabil’s Mobility division and the subsequent return of the proceeds to shareholders boosts
the company’s longer-term returns profile and EPS potential.
Molson Coors Beverage Company (TAP - $50.83 – NYSE) is a prominent global beer company recognized for its
iconic brands like Molson, Coors, and Miller Lite. The company reported a solid quarter, surpassing expectations
across the board. However, the messaging from management was mixed, highlighting volatile April trends that
resurfaced concerns about Molson Coors’ ability to retain outsized market share gains and structural weaknesses in
its core beer category. Despite a strong quarter, management chose not to increase full-year guidance, providing
additional validity to potential growth concerns. It is likely that Molson Coors will return some market share back to
Ambev (Budweiser), but the stock trades at too wide of a discount to peers after factoring in improvements in
profitability and the balance sheet.

Conclusion
In conclusion, thank you for your investment in the KEELEY Mid Cap Dividend Value Fund. We will continue
to work hard to justify your confidence and trust.
June 30, 2024

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Second Quarter 2024 Commentary

Mid Cap Dividend Value Fund*The Fund’s inception date is October 1,
2011.
**The Fund’s adviser has contractuallyagreed to waive a portion of its management fee or reimburse the Fund if total
ordinary operating expenses during thecurrent fiscal year as a percentage of theFund’s average net assets exceed 1.20%
for Class A Shares and 0.95% for Class I
Shares. The waiver excludes expenses
related to taxes, interest charges, dividend
expenses incurred on securities that a
Fund sells short, litigation and otherextraordinary expenses, brokeragecommissions and other charges relating to
the purchase and sale of portfolio
securities. The waiver is in effect throughFebruary 28, 2025 and neither the Fund’s
adviser nor the Fund can discontinue the

AVERAGE ANNUAL TOTAL RETURNS (as of 6/30/2024)

1 Year
5 Year10 YearSince Inception*

KMDVX

KMDVX

No LoadLoad

13.02%
8.17%
7.77%
11.48%

7.95%
7.17%
7.28%
11.08%

Expense Ratio (Gross)**
Waiver/Expense Reimbursement**
Expense Ratio (Net)**Russell Midcap Value

11.98%
8.50%
7.60%
11.81%

1.41%-0.21%
1.20%

Stocks of smaller cap companies tend to be more volatile and less liquid than those of large cap companies.

Top Ten Holdings (Percent of Net Assets)
June 30, 2024

Name

Weight (%)

Weight (%)

Name

NRG Energy, Inc.

2.45%

Allison Transmission Holdings, Inc.

1.86%

Gen Digital Inc.

2.38%

Lamar Advertising Company

1.85%

Jabil Inc.

2.02%

Diamondback Energy, Inc.

1.78%

The Ensign Group, Inc.

1.98%

KB Home1.78%

Equitable Holdings, Inc.

1.86%

UGI Corporation

1.78%

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 andmeasure 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-Teton Advisors,
LLC ("Keeley Teton") 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 atwhich securities are included in the analysis are the values as of the beginning of the day. For the index, securities areincluded at their values at the end of the day. (2) The securities’ values used in the analysis are the prices used by
Keeley Teton 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 fromthe index provider or from FactSet may differ from the pricing information used by Keeley Teton. (3) 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 theindex, by sector, as reported by FactSet Databases. Holdings returns for this commentary are calculated as total
returns, which reflect any dividends or income earned during the period.

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Second Quarter 2024 Commentary

Mid Cap Dividend Value FundThe Global Industry Classification Standard (“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 islicensed for use by Keeley Teton. 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 toany of such standard or classification. Without limiting any of the foregoing, in no event shall MSCI, S&P, any of theiraffiliates or any third party involved in making or compiling the GICS or any GICS classifications have any liability forany direct, indirect, special, punitive, consequential or any other damages (including lost profits) even if notified of thepossibility 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 solely 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® Value Index is an unmanaged index that measures theperformance of the 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. The Russell 2000® Index is an unmanaged
index that measures the performance of the smallest 2,000 companies by market capitalization of the Russell 3000®
Index. The Russell 2500® Value Index is an unmanaged index that measures the performance of the small to
mid-cap value segment of the U.S. equity universe and includes those Russell 2500 companies with lower
price-to-book ratios and lower forecasted growth values. The Russell 2500® Index is an unmanaged index thatmeasures the performance of the 2,500 smallest companies by market capitalization of the Russell 3000® Index.
The Russell Midcap® Value Index is an unmanaged index that measures the performance of the mid-cap value
segment of the U.S. equity universe and includes those Russell Midcap companies with lower price-to-book ratios
and lower forecasted growth values. The Russell Midcap® Index is an unmanaged index that measures theperformance of the 800 smallest companies by market capitalization of the Russell 1000® Index. The Russell 1000®
Index is an unmanaged index that measures the performance of the 1,000 largest companies by market capitalization of the Russell 3000® Index. The Russell 3000® Value Index is an unmanaged index that measures theperformance of the broad value segment of the U.S. equity universe and includes those Russell 3000 companies
with lower price-to-book ratios and lower forecasted growth values. The Russell 3000® Index is an unmanaged
index that measures the performance of the 3,000 largest U.S. companies by market capitalization.The Barclays U.S.
Aggregate Bond Index is a broad-based benchmark that measures the investment grade, U.S.
dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate
securities, MBS (agency fixed-rate and hybrid ARM passthroughs), ABS, and CMBS. The S&P SmallCap 600®
measures the small-cap segment of the U.S. equity market and is unmanaged. The index is designed to trackcompanies that meet specific inclusion criteria to confirm that they are liquid and financially viable. The S&P MidCap
400® provides investors with a benchmark for mid-sized companies. The index, which is distinct from the large-cap
S&P 500®, measures the performance of mid-sized companies reflecting the distinctive risk and return characteristics of this market segment. These Index figures do not reflect any deduction for fees, expenses or taxes, and are notavailable for direct investment. Securities in the Fund may not match those in the indexes and performance of theFund will differ. The KEELEY Small-Mid Cap Value Fund, KEELEY Small Cap Dividend Value Fund and KEELEY Mid
Cap Dividend Value Fund are distributed by G.distributors, LLC.

KEELEY Funds

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Investment Professionals: 800-422-2274
info@keeleyfunds.com

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Distributed By:
G.distributors LLC
Member FINRA
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