https://www.sec.gov/Archives/edgar/data/1324203/000089418918003089/keeley-497e.htm497 1 keeley-497e.htm SUPPLEMENTARY MATERIALS
KEELEY FUNDS, INC.
Supplement dated May 29, 2018 to the
Prospectus dated January 26, 2018
KEELEY All Cap Value Fund
Class (A) Shares: KACVX
Class (I) Shares: KACIX
This supplement amends the Prospectus of the Keeley Funds dated January 26, 2018.
We are pleased to announce that on May 15, 2018, the Board of Directors (the “Board”) of Keeley Funds, Inc. (the “Corporation”) approved: (1) a plan of reorganization (the “Reorganization”) whereby the Keeley All Cap Value Fund (the “All Cap Value Fund”) will be reorganized into the Keeley Small-Mid Cap Value Fund (the “Small-Mid Cap Value Fund”) (each, a “Fund,” and together, the “Funds”); and (2) the subsequent liquidation and dissolution of the All Cap Value Fund, effective on or about July 27, 2018. The Reorganization, which is expected to be tax free to the shareholders of the All Cap Value Fund and which is subject to a number of closing conditions, will entail the transfer of all of the assets and liabilities of the All Cap Value Fund to the Small-Mid Cap Value Fund in exchange for shares of the Small-Mid Cap Value Fund, as appropriate. Shareholders of the All Cap Value Fund will then receive shares of the Small-Mid Cap Value Fund equivalent in aggregate net asset value to the aggregate net asset value of their shares in the All Cap Value Fund at the time of the Reorganization. The All Cap Value Fund will then be liquidated and dissolved. The Reorganization is expected to occur on or about July 27, 2018. In accordance with the applicable regulatory requirements, the Reorganization only needs to be approved by the Board; consequently, shareholders of each Fund will not be asked to approve the Reorganization.
The Reorganization will not affect the value of your account in the All Cap Value Fund at the time of the Reorganization. Keeley-Teton Advisors, LLC (“Keeley-Teton”), the Keeley Funds’ investment adviser, has agreed to assume the costs of the Reorganization.
Prior to the Reorganization, Keeley-Teton will continue to manage the All Cap Value Fund in the ordinary course. The Small-Mid Cap Value Fund is also managed by Keeley‑Teton, and Mr. Brian R. Keeley, the Lead Portfolio Manager of the All Cap Value Fund, is also a Lead Portfolio Manager of the Small-Mid Cap Value Fund. The All Cap Value Fund and Small-Mid Cap Value Fund have the same investment objective of capital appreciation, the same investment policies and the same investment strategies, with the exception that the All Cap Value Fund may invest in equity securities of companies of any size, while the Small-Mid Cap Value Fund invests at least 80% of its net assets in equity securities of companies with small or mid-sized capitalizations...
