<PAGE>
LETTER TO SHAREHOLDERS
Dear Shareholder,
During the past six months, from March 31 through September 30, 1996, the
Fund's net assets grew 15.8% to $10,815,304 while the number of shareholders
increased 17.1% to 1,050. As reported in our March 31 semi-annual, we expected
shareholder growth to exceed the 1,000 mark by the end of June. Having achieved
this goal a month in advance, we extend our thanks to all shareholders. Since
May 24, 1996, the Fund's NAV has been carried daily in both the Wall Street
Journal and Investor's Business Daily.
The Fund is now registered in 49 states. Registration in Hawaii is pending. Our
broker-dealer network totals fifty-eight as ten firms were added during the
period.
Although the Federal Reserve System did not increase interest rates during this
period, a stance we expected and conveyed in our semi-annual report, the
general stock market was characterized by extreme volatility, found primarily
in high-technology and small cap stocks. Accompanying this was the call for a
20% market correction by many respected market analysts. This caused the
investing public to exercise caution regarding the commitment of new money to
stock mutual funds. We, however, viewed the decline as a much needed pause
following 18 months of positive market action.
Accordingly, the Fund returned a total 16.23% for the year ended September 30,
1996 compared to a gain of 20.33% for the S&P 500 Index. Larger-cap, higher
profile stocks appear to have been favored by investors during the past six
months, which is why we believe the S&P 500 Index continued its upward move.
In contrast the Russell 2000 Index, which consists of the smallest 2000
companies extracted from approximately 98% (a universe of 3000 companies) of
the investable US equity market, returned 13.13% for the year ended September
30, 1996. Because of the Russell 2000's broader base of small cap stocks, we
believe it may provide a more accurate performance measurement of the types of
stocks the Fund holds. As of September 30, 1996, 41.46% of stocks held by the
Fund are included in the Russell 2000 Index while only 14.63% of Fund stocks
are found in the S&P 500 Index. This analysis excludes warrants and rights.
With this background, we introduce the Russell 2000 Index as an additional
benchmark against which shareholders can compare the Fund. Comparing the Fund's
year-to-date performance to the Russell 2000's, we attribute our positive
results to the fact that the Fund, as part of its investment discipline, holds
few technology stocks, issues that sold-off significantly during July.
Additionally, the private market values of two of the Fund's stocks were
recognized by the marketplace as they each received acquisition offers.
As the Fund enters its fourth year of activity, closing out the last calendar
quarter of 1996, it is poised to benefit from an environment in which the
economy will grow at a modest pace. Widespread concerns regarding severe
increases in wages, energy and raw materials have proven to be unfounded,
thereby keeping inflation and interest rates at stable levels.
Our investment strategy, which emphasizes corporate spin-offs, stocks trading
below actual or perceived book-value, and companies emerging from bankruptcy,
continues to provide good investment opportunities. Corporate America continues
to undergo the above-mentioned restructuring which affords five good
opportunities per quarter. We remain fully invested and confident in our
strategy which seeks investment opportunities in securities subject to
indiscriminate selling by investors with low expectations.
Thank you for your continued commitment to the Fund.
Sincerely yours,
/s/ John L. Keeley, Jr.
John L. Keeley, Jr.
President
<PAGE>
Index Comparison
Quarterly Comparison of a Hypothetical $10,000 Investment
in the KSCVF*, S&P 500** and Russell 2000**
LOGO
Average total returns***
for periods ended September 30, 1996
<TABLE>
<CAPTION>
12 MOS ENDED SINCE INCEPTION
9/30/96 10/1/93 TO 9/30/96
------------ ------------------
<S> <C> <C>
KSCVF +16.23% +13.32%
KSCVF (includes
max 4 1/2%
front-end load) +11.00% +11.60%
S&P 500 +20.33% +17.42%
Russell 2000 +13.13% +12.74%
</TABLE>
* Performance graph includes deduction of the 4 1/2% front end load.
** S&P 500 and Russell 2000 returns are calculated with reinvested dividends
and assumes no transaction costs.
***PERFORMANCE DATA quoted represents past performance which is not predictive
of future performance. The investment return and principal value of shares
will fluctuate and when redeemed, may be worth more or less than their
original cost.
<PAGE>
KEELEY SMALL CAP VALUE FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
SEPTEMBER 30, 1996
<TABLE>
<S> <C>
ASSETS:
Investments at value (cost $8,373,138) $10,848,205
Cash 556
Receivables for shares issued 7,449
Dividends and interest receivable 5,632
Prepaid expenses 9,738
Organization costs, net of accumulated amortization 8,961
-----------
Total Assets 10,880,541
-----------
LIABILITIES:
Payable to Adviser 7,224
Payable for securities purchased 16,737
Payables for shares redeemed 308
Other accrued expenses 40,968
-----------
Total Liabilities 65,237
-----------
NET ASSETS $10,815,304
===========
NET ASSETS CONSIST OF:
Capital stock $7,949,171
Accumulated net realized gain on investments 391,066
Unrealized net appreciation on investments 2,475,067
-----------
TOTAL NET ASSETS $10,815,304
===========
CAPITAL STOCK, $0.01 PAR VALUE
Authorized 10,000,000
Issued and outstanding 744,959
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE $14.52
===========
OFFERING PRICE PER SHARE $15.20
===========
</TABLE>
See notes to the financial statements.
KEELEY SMALL CAP VALUE FUND, INC.
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 1996
<TABLE>
<S> <C>
INVESTMENT INCOME:
Dividend income $66,953
Interest income 13,991
----------
80,944
----------
EXPENSES:
Investment advisory fees 91,212
Administration fees 35,000
Transfer agent fees and expenses 31,137
Professional fees 27,455
Fund accounting fees 23,136
12b-1 fees 22,803
Federal and state registration fees 13,894
Custody fees 8,070
Reports to shareholders 6,280
Amortization of organization costs 4,480
Directors' fees 3,280
Other 1,925
----------
Total expenses before waiver 268,672
Waiver of fees (40,643)
----------
Net expenses 228,029
----------
Net investment loss (147,085)
----------
REALIZED AND UNREALIZED GAINS:
Net realized gain on investments 451,325
Increase in unrealized appreciation on investments 1,090,906
----------
Net gain on investments 1,542,231
----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $1,395,146
==========
</TABLE>
See notes to the financial statements.
<PAGE>
KEELEY SMALL CAP VALUE FUND, INC.
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
NUMBER
OF SHARES VALUE
--------- -----------
<C> <S> <C> <C>
COMMON STOCK 96.30%
BUILDING MATERIALS 1.27%
10,000 Nortek, Inc.* $ 137,500
-----------
CHEMICALS 1.19%
3,000 Praxair, Inc. 129,000
-----------
COMMUNICATIONS AND MEDIA 12.38%
5,000 360 Communications Co.* 117,500
4,500 Ackerley Communications, Inc. 150,188
4,000 Airtouch Communications, Inc.* 110,500
12,000 Anacomp, Inc.* 99,000
4,500 Associated Group, Inc. Class A* 142,875
5,000 Billing Information Concepts Corp.* 111,250
5,000 Cox Communications, Inc.
Class A* 91,875
3,000 GC Companies, Inc.* 108,000
3,500 Lin Television Corp.* 143,500
4,500 Telemundo Group, Inc. Class A* 154,125
6,500 U.S. West Media Group, Inc.* 109,687
-----------
1,338,500
-----------
CONSUMER SERVICE 2.42%
8,000 Kinder Care Learning Centers, Inc.* 128,000
3,000 Pittway Corp. Class A 133,875
-----------
261,875
-----------
CONTAINERS 2.48%
5,500 Alltrista Corp.* 116,875
8,000 Premark International, Inc. 151,000
-----------
267,875
-----------
DISTRIBUTORS--CONSUMER PRODUCTS 0.97%
15,500 Primesource Corp. 104,625
-----------
ELECTRICAL EQUIPMENT 2.17%
6,500 AMETEK, Inc. 122,688
6,000 Westinghouse Electric Corp. 111,750
-----------
234,438
-----------
ELECTRONICS 3.92%
6,000 Imation Corp.* 147,000
5,500 Moog, Inc. Class B* 127,875
2,400 Western Atlas, Inc.* 149,400
-----------
424,275
-----------
</TABLE>
<TABLE>
<CAPTION>
NUMBER
OF SHARES VALUE
--------- -----------
<C> <S> <C> <C>
ENGINEERING AND CONSTRUCTION 3.84%
6,500 Bucyrus International, Inc.* $ 60,125
11,500 Commercial Intertech Corp. 132,250
7,000 Emcor Group, Inc.* 105,875
12,000 Morrison Knudsen Corp.* 117,000
-----------
415,250
-----------
ENTERTAINMENT AND LEISURE 1.05%
13,000 Aztar Corp.* 113,750
-----------
ENVIRONMENTAL CONTROL 2.34%
3,000 Culligan Water Technologies, Inc.* 113,625
9,000 Cuno, Inc.* 139,500
-----------
253,125
-----------
FINANCE COMPANY 1.30%
5,500 Lehman Brothers Holdings, Inc. 140,250
-----------
FINANCIAL SERVICES 3.71%
5,500 Duff & Phelps Credit Rating Corp. 121,687
17,000 Phoenix Duff & Phelps Corp. 106,250
2,800 White River Corp.* 173,600
-----------
401,537
-----------
FOOD, BEVERAGE AND TOBACCO 5.82%
6,050 Consolidated Products, Inc.* 95,288
4,000 Earthgrains Co. 154,000
4,000 Interstate Bakeries Corp. 146,000
8,500 Tasty Baking Co. 107,312
5,500 Whitman Corp. 127,188
-----------
629,788
-----------
FURNITURE/HOME APPLIANCES 2.48%
11,000 Eljer Industries, Inc.* 107,250
11,000 Furniture Brands International, Inc.* 160,875
-----------
268,125
-----------
HOUSEHOLD PRODUCTS 2.70%
4,500 Masco Corp. 135,000
6,000 U.S. Industries, Inc.* 157,500
-----------
292,500
-----------
HOUSING 3.06%
8,500 Kaufman & Broad Home Corp. 110,500
15,500 MDC Holdings, Inc. 104,625
9,000 Walter Industries, Inc.* 115,875
-----------
331,000
-----------
</TABLE>
<PAGE>
KEELEY SMALL CAP VALUE FUND, INC.
SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
NUMBER
OF SHARES VALUE
--------- ------------
<C> <S> <C> <C>
INSURANCE 7.99%
4,500 American Financial Group, Inc. $ 141,750
5,500 Equitable Companies, Inc. 141,625
2,000 Finova Group, Inc. 120,000
7,500 Highlands Insurance Group, Inc.* 150,000
2,700 Transport Holdings, Inc. Class A* 187,650
2,500 Unitrin, Inc. 123,125
------------
864,150
------------
LODGING 4.99%
9,500 Host Marriott Corp.* 137,750
16,900 Host Marriott Services Corp.* 137,313
3,000 Marriott International, Inc. 165,375
6,000 Prime Hospitality Corp.* 99,000
------------
539,438
------------
MACHINERY 4.10%
4,500 Gardner Denver Machinery, Inc.* 137,250
5,500 Global Industrial Technologies, Inc.* 101,062
17,000 IMO Industries, Inc.* 93,500
14,000 TransPro, Inc. 112,000
------------
443,812
------------
MANUFACTURING 2.24%
7,000 ACX Technologies, Inc. 121,625
5,000 ITT Industries, Inc. 120,625
------------
242,250
------------
OIL AND GAS--EQUIPMENT & SERVICES 3.80%
2,500 Cooper Cameron Corp.* 143,437
10,500 Lone Star Technologies, Inc.* 153,562
10,000 RPC, Inc.* 113,750
------------
410,749
------------
PHARMACEUTICALS AND HEALTHCARE PRODUCTS 2.24%
15,000 Community Psychiatric Centers* 140,625
8,500 Morrison Health Care, Inc. 102,000
------------
242,625
------------
PRINTING AND PUBLISHING 3.61%
5,500 Bowne & Co., Inc. 125,812
4,000 Media General, Inc. Class A 126,000
2,800 Meredith Corp. 138,250
------------
390,062
------------
RAILROAD 3.08%
3,000 Kansas City Southern Industries, Inc. 128,250
10,000 Katy Industries, Inc. 108,750
13,000 Providence and Worcester Railroad Co. 95,875
------------
332,875
------------
</TABLE>
<TABLE>
<CAPTION>
NUMBER
OF SHARES VALUE
--------- -----------
<C> <S> <C> <C>
REAL ESTATE 1.07%
7,000 Castle & Cooke, Inc.* $ 115,500
-----------
RETAIL 5.17%
15,000 Genesco, Inc.* 140,625
3,000 Harcourt General, Inc. 165,750
16,000 Phar-Mor, Inc.* 100,000
7,000 Zale Corp.* 153,125
-----------
559,500
-----------
SOFTWARE 1.08%
6,000 Wang Laboratories, Inc.* 117,000
-----------
TEXTILE AND APPAREL 2.52%
14,000 Griffon Corp.* 138,250
4,000 Payless ShoeSource, Inc.* 134,500
-----------
272,750
-----------
TRANSPORTATION 1.31%
4,500 Pittston Brink's Group 141,188
-----------
TOTAL COMMON STOCKS 10,415,312
-----------
(cost $8,059,901)
WARRANTS AND RIGHTS 3.79%
4,320 Anacomp, Inc.* 3,780
4,000 BJ Services Co.* 56,000
6,000 Federated Department Stores Series C* 76,500
4,000 Fleet Financial Group, Inc.* 45,500
6,000 Glendale Federal Savings Bank* 48,000
5,500 Lone Star Industries, Inc.* 88,000
7,500 U.S. Home Corp. Class B* 40,313
3,500 USG Corp.* 52,500
-----------
TOTAL WARRANTS AND RIGHTS 410,593
-----------
(cost $290,937)
<CAPTION>
PAR VALUE
---------
<C> <S> <C> <C>
DEMAND NOTES 0.21%
$22,300 Johnson Controls 22,300
-----------
TOTAL DEMAND NOTES 22,300
-----------
(cost $22,300)
TOTAL INVESTMENTS 100.30%
(cost $8,373,138) 10,848,205
Liabilities less
cash and other assets (0.30%) (32,901)
-----------
NET ASSETS 100.00% $10,815,304
===========
*Non-income producing
</TABLE>
See notes to the financial statements.
<PAGE>
KEELEY SMALL CAP VALUE FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEARS ENDED SEPTEMBER 30, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
----------- ----------
<S> <C> <C>
OPERATIONS:
Net investment loss $ (147,085) $ (79,494)
Net realized gain on investments 451,325 101,874
Increase in unrealized appreciation on investments 1,090,906 1,225,751
----------- ----------
Net increase in net assets resulting from operations 1,395,146 1,248,131
----------- ----------
DISTRIBUTIONS:
Net realized gains (17,153) --
----------- ----------
CAPITAL STOCK TRANSACTIONS:
Proceeds from 194,103 and 187,949 shares issued,
respectively 2,587,358 2,054,266
Proceeds from 1,327 and 0 shares of distributions
reinvested, respectively 16,410 --
Cost of 58,634 and 18,472 shares redeemed,
respectively (782,791) (188,727)
----------- ----------
Net increase from capital stock transactions 1,820,977 1,865,539
----------- ----------
TOTAL INCREASE IN NET ASSETS 3,198,970 3,113,670
NET ASSETS:
Beginning of period 7,616,334 4,502,664
----------- ----------
End of period $10,815,304 $7,616,334
=========== ==========
</TABLE>
See notes to the financial statements.
<PAGE>
KEELEY SMALL CAP VALUE FUND, INC.
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
SEPTEMBER 30, 1996 SEPTEMBER 30, 1995 SEPTEMBER 30, 1994 (1)
------------------ ------------------ ----------------------
<S> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD $ 12.52 $ 10.26 $ 10.00
INCOME FROM INVESTMENT
OPERATIONS:
Net investment loss (0.19) (0.13) (0.06)
Net realized and
unrealized gains on
investments 2.22 2.39 0.32
----------- ---------- ----------
TOTAL FROM INVESTMENT
OPERATIONS 2.03 2.26 0.26
----------- ---------- ----------
LESS DISTRIBUTIONS:
Net realized gains (0.03) -- --
----------- ---------- ----------
NET ASSET VALUE, END OF
PERIOD $ 14.52 $ 12.52 $ 10.26
=========== ========== ==========
TOTAL RETURN (2) 16.23% 22.03% 2.60%
SUPPLEMENTAL DATA AND
RATIOS:
Net assets, end of
period $10,815,304 $7,616,334 $4,502,664
Ratio of net expenses to
average net assets (3) 2.50% 2.50% 2.49%
Ratio of net investment
loss to average net
assets (3) (1.61)% (1.46)% (0.96)%
Portfolio turnover rate 52.43% 70.59% 63.20%
Average commission rate
paid on portfolio
investment transactions $ 0.0501 N/A N/A
</TABLE>
(1) The Fund commenced operations on October 1, 1993.
(2) The total return calculation does not reflect the 4.50% sales load imposed
on the purchase of shares.
(3) Without fees waived, the ratio of net expenses and net investment loss to
average net assets would have been 2.94% and (2.05)% for the year ended
September 30, 1996; 3.94% and (2.90)% for the year ended September 30, 1995
and 5.98% and (4.45)% for the year ended September 30, 1994.
See notes to the financial statements.
<PAGE>
KEELEY SMALL CAP VALUE FUND, INC.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
1.ORGANIZATION
The KEELEY Small Cap Value Fund, Inc. (the "Fund") was incorporated on May
17, 1993 as a Maryland Corporation and is registered as a diversified open-
end investment company under the Investment Company Act of 1940 (the "1940
Act"). The Fund commenced operations on October 1, 1993
2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies consistently
followed by the Fund in the preparation of its financial statements. These
policies are in conformity with generally accepted accounting principles.
a) Investment Valuation - Securities which are traded on a recognized stock
exchange are valued at the last sale price on the securities exchange on
which such securities are primarily traded or at the last sale price on a
national securities exchange. Exchange-traded securities for which there
were no transactions are valued at the current bid prices. Securities traded
on only over-the-counter markets are valued on the basis of closing over-
the-counter bid prices when there is no last sale price available. Debt
securities which are purchased within 60 days of their stated maturity date
are valued at amortized cost, which approximates current value. Securities
for which quotations are not readily available and other assets are valued
at fair value as determined in good faith by the Board of Directors.
b) Federal Income Taxes - No provision for federal income taxes has been
made since the Fund has complied to date with the provisions of the Internal
Revenue Code available to regulated investment companies and intends to
continue to so comply in future years.
c) Distributions to Shareholders - Dividends from net investment income will
be declared and paid annually. Distributions of net realized gains, if any,
will be declared and paid annually. Distributions to shareholders are
recorded on the ex-dividend date. The Fund may periodically make
reclassifications among certain of its capital accounts as a result of the
timing and characterization of certain income and realized gains
distributions determined annually in accordance with federal tax regulations
which may differ from generally accepted accounting principles. Accordingly,
at September 30, 1996, reclassifications were recorded from accumulated net
investment losses to reduce capital stock by $147,085.
d) Other - Investment transactions are recorded on the trade date plus one.
The Fund determines the gain or loss realized from the investment
transactions by comparing the original cost of the security lot sold with
the net sale proceeds. Dividend income is recognized on the ex-dividend date
and interest income is recognized on an accrual basis.
<PAGE>
KEELEY SMALL CAP VALUE FUND, INC.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
3. INVESTMENT ADVISORY AGREEMENT
The Fund has an agreement with the Keeley Asset Management Corp. (the
"Adviser"), with whom certain officers and directors of the Fund are
affiliated, to furnish investment advisory services to the Fund. Under the
terms of this agreement, the Fund will pay the Adviser a monthly fee at the
annual rate of 1.00% of the Fund's average net assets. Under the investment
advisory agreement, if the aggregate annual operating expenses (excluding
interest, taxes, brokerage commissions and other costs incurred in
connection with the purchase or sale of portfolio securities, and
extraordinary items) exceed the lowest limitations imposed by state
securities administrators, the Adviser will reimburse the Fund for the
amount of such excess. Accordingly, for the year ended September 30, 1996,
the Adviser reimbursed the Fund $40,643. As of September 30, 1996, John
Keeley, Jr., President of the Adviser, controlled either directly or
indirectly 32.3% of the Fund's outstanding shares.
4. DISTRIBUTION PLAN
The Fund has adopted a Distribution Plan (the "Plan") pursuant to Rule
12b-1 under the 1940 Act. The Plan is designed to reimburse Keeley
Investment Corp. (the "Distributor") for certain promotional and other sales
related costs and to permit the Fund to employ other dealers of its shares.
Unreimbursed amounts may be carried forward and paid in a subsequent year.
The Fund paid to the Distributor and each dealer a monthly fee at the rate
of 0.25% per annum of the aggregate daily net asset value of the Fund shares
beneficially owned by the Distributor's and each dealer's existing brokerage
clients. For the period from October 1, 1995 to September 30, 1996, the Fund
paid $18,354 of distribution fees to the Distributor.
5. INVESTMENT TRANSACTIONS
The aggregate purchases and sales of securities, excluding short-term
investments, for the Fund for the period from October 1, 1995 to September
30, 1996, were $6,745,815 and $4,666,947, respectively. For the period from
October 1, 1995 to September 30, 1996, the Fund paid $25,755 of brokerage
commissions on trades of securities to the Distributor.
At September 30, 1996, gross unrealized appreciation and depreciation of
investments, based on cost for federal income tax purposes of $8,409,421,
were as follows:
<TABLE>
<S> <C>
Appreciation $2,753,676
Depreciation (314,892)
----------
Net appreciation on
investments $2,438,784
==========
</TABLE>
During the year, the Fund utilized its net realized loss carryforward of
$22,394.
<PAGE>
KEELEY SMALL CAP VALUE FUND, INC.
NOTES TO THE FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
6. OFFERING PRICE PER SHARE
The public offering price is the net asset value plus a sales charge which
varies in accordance with the amount of the purchase as follows:
<TABLE>
<CAPTION>
SALES CHARGE
AS A PERCENTAGE OF
AMOUNT OFFERING PRICE
------ ------------------
<S> <C>
Less than $50,000 4.50%
$50,000 but less
than $100,000 4.00%
$100,000 but less
than $250,000 3.00%
$250,000 but less
than $500,000 2.50%
$500,000 and over 2.00%
</TABLE>
The Distributor retains the entire sales charge when it makes sales
directly to the public. Otherwise, when sales are made through dealers, the
Distributor receives a portion of the related sales charge. For the period
from October 1, 1995 to September 30, 1996, the Fund was advised that the
Distributor received $52,077 of sales charges.
Reduced sales charges are available through a right of accumulation and
certain sales of Fund shares are made at net asset value per share, as
specified in the Fund's Prospectus.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors of
KEELEY Small Cap Value Fund, Inc.
We have audited the accompanying statement of assets and liabilities of
KEELEY Small Cap Value Fund, Inc., including the schedule of investments, as of
September 30, 1996, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in the
period then ended, and the financial highlights for each of the periods
indicated. These financial statements and financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
September 30, 1996 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
KEELEY Small Cap Value Fund, Inc. as of September 30, 1996, and the results of
its operations for the year then ended, the changes in its net assets for each
of the two years in the period then ended, and financial highlights for each of
the periods indicated, in conformity with generally accepted accounting
principles.
/s/ Coopers & Lybrand, LLP
Milwaukee, Wisconsin
October 24, 1996
<PAGE>
Investment Adviser
KEELEY ASSET MANAGEMENT CORP.
Chicago, Illinois
Distributor
KEELEY INVESTMENT CORP.
Chicago, Illinois
Custodian, Transfer Agent and Dividend
Disbursing Agent
FIRSTAR TRUST COMPANY
Milwaukee, Wisconsin
800-338-1579
Auditors
COOPERS & LYBRAND L.L.P.
Milwaukee, Wisconsin
Performance information is historical and is no guarantee of future results.
The investment return and principal value of shares will fluctuate and when
redeemed, may be worth more or less than the investor's original cost. This
material may only be used when preceded or accompanied by the Fund's
prospectus.
401 South LaSalle Street . Suite 1201 . Chicago . Illinois . 60605
(312) 786-5050 . (800) 533-5344 . (312) 786-5003
KEELEY SMALL CAP VALUE FUND, INC.
ANNUAL REPORT
SEPTEMBER 30, 1995
