<PAGE>
LETTER TO SHAREHOLDERS
Dear Shareholders:
During the past six months, from October 1, 1997 through March 31, 1998, the
Fund's net assets grew from $20,824,111 to $30,659,536, an increase of 47.23%
and the number of shareholders grew 25.61% to 1,555. The Fund is registered in
50 states and the District of Columbia. Our broker-dealer network now totals 84
firms.
Performance Data Excluding 4.5% Maximum Up-Front Sales Charge*
For the six month period ended March 31, 1998, the Fund's total return was
14.44% versus a return of 6.37% for the Russell 2000 Index and 17.22% for the
S&P 500 Index. For the quarter ended March 31, 1998, the Fund's total return
was 13.86% versus a return of 10.06% for the Russell 2000 Index and 13.95% for
the S&P 500 Index. For the one year ending March 31, 1998, the Fund's average
annual return was 62.14% versus 42.01% for the Russell 2000 Index and 48.00%
for the S&P 500 Index. Since inception, the Fund's average annual return was
23.20% versus 17.04% for the Russell 2000 Index and 24.34% for the S&P 500
Index.
After a difficult quarter ended December 31, 1997, the first calendar quarter
of 1998 saw the stock market able to absorb the Asian currency crisis,
President Clinton's personal problems, the Middle East crisis and the Yeltsin
cabinet shake-up. It appears that the market has increased confidence in
Chairman Greenspan and Secretary of the Treasury Rubin to keep inflation and
interest rates in check. Speculation of a budget surplus and relatively full
employment may keep interest rates at current or lower levels.
The recent new highs in the stock market suggest the probability that in the
near term the stock market will undergo some profit taking in the month of
April. This will put a premium on stock selection rather than predicting the
general level of the volatile stock market.
In the second fiscal quarter ended March 31, 1998, the portfolio performance
was enhanced by takeover bids for three of the Fund's holdings; A. P. Green,
360(degrees) Communications, and White River Corp. While the takeovers are
often a by-product of our stock selection criteria, we cannot count on this
event taking place in every quarter.
At this writing, the Fund's assets are in excess of $31 million. The growth of
assets has reduced the expense ratio to 2.09% for the six months and 2.04% for
the three months ended March 31, 1998.
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, on average, has afforded
several 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
*Performance Data Including 4.5% Maximum Up-Front Sales Charge
For the six month period ended March 31, 1998, the Fund's total return was
9.30% versus a return of 6.37% for the Russell 2000 Index and 17.22% for the
S&P Index. For the quarter ended March 31, 1998, the Fund's total return was
8.73% versus a return of 10.06% for the Russell 2000 Index and 13.95% for the
S&P 500 Index. For the one year ending March 31, 1998, the Fund's average
annual return was 54.89% versus 42.01% for the Russell 2000 Index and 48.00%
for the S&P 500 Index. Since inception, the Fund's average annual return was
21.95% versus 17.04% for the Russell 2000 Index and 24.34% for the S&P 500
Index.
Performance data quoted represents past performance and the investment return
and principal value of an investment will fluctuate so that an investor's
shares, when redeemed, may be worth more or less than their original cost.
<PAGE>
Index Comparison
Quarterly Comparison of a Hypothetical $10,000 Investment
in the KSCVF*, S&P 500** and Russell 2000**
[LOGO]
Average annual total returns***
for periods ended March 31, 1998
<TABLE>
<CAPTION>
SINCE COMMENCEMENT
12 MOS ENDED OF OPERATION
3/31/98 10/1/93 TO 3/31/98
------------ ------------------
<S> <C> <C>
KSCVF +62.14% +23.20%
KSCVF (includes
max 4 1/2%
front-end load) +54.89% +21.95%
S&P 500 Index +48.00% +24.34%
Russell 2000
Index +42.01% +17.04%
</TABLE>
* Performance graph includes deduction of the 4 1/2% front end load.
** The S&P 500 Index is a broad market-weighted index dominated by blue-chip
stocks. The Russell 2000 Index is comprised of the smallest 2000 companies in
the Russell 3000 Index. The Russell 3000 Index is comprised of the 3000
largest U.S. companies based on market capitalization. All Indexes are
unmanaged and returns include reinvested dividends.
***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.
SCHEDULE OF INVESTMENTS
MARCH 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
NUMBER
OF SHARES VALUE
--------- -----------
<C> <S> <C> <C>
COMMON STOCKS 94.13%
BUILDING MATERIALS 1.64%
29,500 Homebase, Inc.* $ 247,063
8,000 Nortek, Inc.* 256,000
-----------
503,063
-----------
BUSINESS SERVICE 1.83%
8,500 NCR Corporation* 281,031
14,000 Unova, Inc.* 280,000
-----------
561,031
-----------
COMMUNICATIONS AND MEDIA 11.27%
8,000 The Ackerley Group, Inc. 163,500
16,000 Anacomp, Inc.* 242,000
5,000 Associated Group, Inc. Class A* 192,500
19,500 Aydin Corp.* 242,531
9,000 CBS Corp.* 305,437
10,500 Cable Michigan, Inc.* 267,750
7,000 Cox Communications, Inc. CL. A* 294,000
5,000 GC Companies, Inc.* 261,562
5,500 Media General, Inc., Class A 270,531
19,000 Metromedia Int'l Group, Inc.* 288,563
24,000 Paxson Communications* 267,000
28,000 Price Communications Corp.* 448,000
29,500 TCI Satellite Entertainment* 210,188
-----------
3,453,562
-----------
CONSUMER SERVICE 2.57%
5,900 Chemed Corp. 241,900
11,500 Coinmach Laundry Corp.* 242,938
4,200 Pittway Corp., Class A 302,400
-----------
787,238
-----------
CONTAINERS 2.64%
10,500 Alltrista Corp.* 294,000
6,500 Greif Brothers Corp., Class A 251,875
8,000 Premark International, Inc. 265,000
-----------
810,875
-----------
ELECTRICAL EQUIPMENT 0.88%
9,000 AMETEK, Inc. 269,438
-----------
ELECTRONICS 2.70%
15,000 BEI Technologies, Inc. 253,125
13,000 Kollmorgen Corp. 282,750
7,000 Moog, Inc., Class B* 290,500
-----------
826,375
-----------
ENGINEERING AND CONSTRUCTION 2.73%
13,500 Commercial Intertech Corp. 322,312
12,000 Emcor Group, Inc.* 258,000
23,000 Morrison Knudsen Corp.* 257,313
-----------
837,625
-----------
ENTERTAINMENT AND LEISURE 2.77%
8,000 Gaylord Entertainment, Class A 286,000
17,500 On Command Corp.* 234,063
10,500 WMS Industries, Inc.* 328,781
-----------
848,844
-----------
</TABLE>
<TABLE>
<CAPTION>
NUMBER
OF SHARES VALUE
--------- -----------
<C> <S> <C> <C>
ENVIRONMENTAL CONTROL 1.07%
10,000 Air & Water Technologies, Class A* $ 20,625
14,000 Cuno, Inc.* 308,000
-----------
328,625
-----------
FINANCE COMPANY 3.12%
4,500 Finova Group, Inc. 264,937
5,500 Lehman Brothers Holdings, Inc. 411,813
9,000 Pioneer Group, Inc. 281,250
-----------
958,000
-----------
FINANCIAL SERVICES 5.58%
14,500 AG Services of America, Inc.* 260,094
8,500 Alliance Bancorp 235,875
27,500 Boston Private Bancorp, Inc.* 275,000
5,000 Duff & Phelps Credit Rating Corp. 251,875
7,000 Federal Agricultural Mtge. Corp., CL. C* 392,000
31,500 Phoenix Duff & Phelps Corp. 295,313
-----------
1,710,157
-----------
FOOD, BEVERAGE AND TOBACCO 5.34%
6,000 Earthgrains Co. 265,125
24,000 M & F Worldwide Corp.* 217,500
16,000 Ralcorp Holdings, Inc.* 332,000
21,500 Shells Seafood Restaurants, Inc.* 231,125
15,000 Tasty Baking Co. 333,750
13,000 Whitman Corp. 256,750
-----------
1,636,250
-----------
FORESTRY 1.60%
28,500 Crown Vantage, Inc.* 204,844
9,500 Deltic Timber Corp. 284,406
-----------
489,250
-----------
FURNITURE/HOME APPLIANCES 2.09%
10,000 Furniture Brands International, Inc.* 321,875
10,500 Oneida, Ltd. 320,250
-----------
642,125
-----------
HEALTHCARE PRODUCTS 0.32%
24,000 BEI Medical Systems Co., Inc. 99,000
-----------
HOUSEHOLD PRODUCTS 2.65%
7,500 Chesapeake Corp. 258,750
5,000 Masco Corp. 297,500
8,500 U.S. Industries, Inc. 255,531
-----------
811,781
-----------
HOUSING 5.42%
11,500 Kaufman & Broad Home Corp. 374,469
12,000 Lennar Corp. 413,250
18,000 MDC Holdings, Inc. 319,500
15,500 Standard Pacific Corp. 235,406
15,000 Walter Industries, Inc.* 320,625
-----------
1,663,250
-----------
INSURANCE 5.84%
800 Alleghany Corp.* 272,000
6,500 American Financial Group, Inc. 281,938
5,500 Equitable Companies, Inc. 310,406
11,000 Highlands Insurance Group, Inc.* 295,625
7,500 Landamerica Financial Group, Inc. 339,375
4,300 Unitrin, Inc. 289,713
-----------
1,789,057
-----------
</TABLE>
<PAGE>
KEELEY SMALL CAP VALUE FUND, INC.
SCHEDULE OF INVESTMENTS (CONTINUED)
MARCH 31, 1998
(UNAUDITED)
<TABLE>
<CAPTION>
NUMBER
OF SHARES VALUE
--------- -----------
<C> <S> <C> <C>
LODGING 3.18%
17,500 Choice Hotels International, Inc.* $ 321,562
9,500 Host Marriott Corp.* 179,906
20,000 Host Marriott Services Corp.* 282,500
22,000 Sunburst Hospitality Corp.* 192,500
-----------
976,468
-----------
MACHINERY 3.15%
8,600 Chicago Rivet & Machine Co. 399,900
10,500 Gardner Denver Machinery, Inc.* 311,063
15,500 Global Industrial Technologies, Inc.* 255,750
-----------
966,713
-----------
MANUFACTURING 3.43%
12,000 ACX Technologies, Inc.* 287,250
14,500 Griffon Corp.* 230,188
16,000 Hussmann International, Inc. 300,000
10,500 Thomas Industries, Inc. 233,625
-----------
1,051,063
-----------
OIL AND GAS--EQUIPMENT & SERVICES 1.80%
40,000 Getty Petroleum Marketing, Inc.* 245,000
25,000 RPC, Inc.* 306,250
-----------
551,250
-----------
PHARMACEUTICALS AND HEALTHCARE 3.54%
17,000 Beverly Enterprises, Inc.* 226,312
11,000 Covance, Inc.* 270,188
15,000 Morrison Health Care, Inc. 309,375
14,000 Paragon Health Network, Inc.* 278,250
-----------
1,084,125
-----------
PRINTING AND PUBLISHING 2.38%
5,500 Bowne & Co., Inc. 227,562
6,000 Meredith Corp. 252,750
22,500 Primesource Corp. 250,312
-----------
730,624
-----------
RAILROAD 3.99%
11,000 Kansas City Southern Industries, Inc. 484,000
13,000 Katy Industries, Inc. 247,000
16,500 Providence and Worcester Railroad 257,812
7,000 St. Joe Corp. 235,375
-----------
1,224,187
-----------
REAL ESTATE 0.94%
12,500 Getty Realty Corp. 286,719
-----------
RETAIL 2.82%
4,500 Harcourt General, Inc. 249,187
14,500 Midas, Inc.* 299,062
11,000 Zale Corp.* 317,625
-----------
865,874
-----------
</TABLE>
<TABLE>
<CAPTION>
NUMBER
OF SHARES VALUE
--------- -----------
<C> <S> <C> <C>
SOFTWARE 1.06%
10,500 Wang Laboratories, Inc.* $ 324,844
-----------
TEXTILE AND APPAREL 2.75%
16,000 Burlington Industries, Inc.* 281,000
30,000 Cone Mills Corp.* 268,125
3,500 Payless ShoeSource, Inc.* 263,375
2,000 Shaw Industries, Inc. 29,375
-----------
841,875
-----------
TRANSPORTATION 3.03%
13,500 MotivePower Industries, Inc.* 372,937
7,000 Pittston Brink's Group 266,875
7,500 Sea Containers Ltd., Class A 289,219
-----------
929,031
-----------
TOTAL COMMON STOCKS 28,858,319
-----------
(cost $19,197,441)
WARRANTS 4.25%
6,000 Federated Department Stores Series C* 165,750
4,000 Fleet Financial Group, Inc.* 183,250
7,000 Golden State Bancorp* 182,875
19,500 Jacor Communication* 143,812
5,500 Lone Star Industries, Inc.* 280,500
7,500 U.S. Home Corp., Class B* 193,125
4,000 USG Corp.* 154,000
-----------
TOTAL WARRANTS 1,303,312
-----------
(cost $385,400)
<CAPTION>
PRINCIPAL
AMOUNT
---------
<C> <S> <C> <C>
SHORT TERM INVESTMENT 1.53%
$469,700 General Mills Demand Note,
5.2925%, 4/1/98 469,700
-----------
TOTAL SHORT TERM INVESTMENT 469,700
-----------
(cost $469,700)
TOTAL INVESTMENTS 99.91%
(cost $20,052,541) 30,631,331
CASH AND OTHER ASSETS LESS LIABILITIES 0.09% 28,205
-----------
NET ASSETS 100.00% $30,659,536
===========
</TABLE>
*Non-income producing
See notes to the financial statements.
<PAGE>
KEELEY SMALL CAP VALUE FUND, INC.
STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1998
(UNAUDITED)
<TABLE>
<S> <C>
ASSETS:
Investments at value (cost $20,052,541) $30,631,331
Cash 23
Receivables for shares issued 157,844
Dividends and interest receivable 8,398
Prepaid expenses 13,687
Organization costs, net of accumulated amortization 2,247
-----------
Total Assets 30,813,530
-----------
LIABILITIES:
Payable to Adviser 24,149
Payable for securities purchased 64,510
Payables for shares redeemed 10,888
Other accrued expenses 54,447
-----------
Total Liabilities 153,994
-----------
NET ASSETS $30,659,536
===========
NET ASSETS CONSIST OF:
Capital stock $18,891,962
Accumulated net realized gain on investments 1,188,784
Unrealized net appreciation on investments 10,578,790
-----------
TOTAL NET ASSETS $30,659,536
===========
CAPITAL STOCK, $0.01 PAR VALUE
Authorized 10,000,000
Issued and outstanding 1,309,800
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE $23.41
===========
OFFERING PRICE PER SHARE $24.51
===========
</TABLE>
KEELEY SMALL CAP VALUE FUND, INC.
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED MARCH 31, 1998
(UNAUDITED)
<TABLE>
<S> <C>
INVESTMENT INCOME:
Dividend income $65,398
Interest income 7,922
----------
73,320
----------
EXPENSES:
Investment advisory fees 114,951
12b-1 fees 28,738
Administration fees 19,197
Transfer agent fees and expenses 18,300
Professional fees 17,246
Fund accounting fees 11,830
Federal and state registration fees 9,835
Reports to shareholders 8,390
Custody fees 4,724
Directors' fees 3,989
Amortization of organization costs 2,235
Other 1,733
----------
Net expenses 241,168
----------
Net investment loss (167,848)
----------
REALIZED AND UNREALIZED GAINS:
Net realized gain on investments 1,748,487
Increase in unrealized appreciation on investments 2,030,766
----------
Net gain on investments 3,779,253
----------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS $3,611,405
==========
</TABLE>
See notes to the financial statements.
<PAGE>
KEELEY SMALL CAP VALUE FUND, INC.
STATEMENTS OF CHANGES IN NET ASSETS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED YEAR ENDED
MARCH 31, 1998 SEPTEMBER 30, 1997
---------------- ------------------
<S> <C> <C>
OPERATIONS:
Net investment loss $ (167,848) $ (239,612)
Net realized gain on investments 1,748,487 909,527
Increase in unrealized appreciation on
investments 2,030,766 6,072,957
----------- -----------
Net increase in net assets resulting from
operations 3,611,405 6,742,872
----------- -----------
DISTRIBUTIONS:
Net realized gains (1,025,487) (427,349)
----------- -----------
CAPITAL STOCK TRANSACTIONS:
Proceeds from 313,044 and 248,478 shares
issued, respectively 6,719,661 4,114,707
Proceeds from 50,348 and 28,064 shares of
distributions reinvested, respectively 1,013,504 413,943
Cost of 23,235 and 51,858 shares redeemed,
respectively (483,658) (835,366)
----------- -----------
Net increase from capital stock
transactions 7,249,507 3,693,284
----------- -----------
TOTAL INCREASE IN NET ASSETS 9,835,425 10,008,807
NET ASSETS:
Beginning of period 20,824,111 10,815,304
----------- -----------
End of period $30,659,536 $20,824,111
=========== ===========
</TABLE>
See notes to the financial statements.
<PAGE>
KEELEY SMALL CAP VALUE FUND, INC.
FINANCIAL HIGHLIGHTS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
MARCH 31, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
1998 1997 1996 1995 1994(1)
---------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
NET ASSET VALUE,
BEGINNING OF PERIOD $21.48 $14.52 $12.52 $10.26 $10.00
INCOME FROM INVESTMENT
OPERATIONS:
Net investment loss (0.13) (0.25) (0.19) (0.13) (0.06)
Net realized and
unrealized gains on
investments 3.07 7.77 2.22 2.39 0.32
------- ------- ------- ------ ------
TOTAL FROM INVESTMENT
OPERATIONS 2.94 7.52 2.03 2.26 0.26
------- ------- ------- ------ ------
LESS DISTRIBUTIONS:
Net realized gains (1.01) (0.56) (0.03) -- --
------- ------- ------- ------ ------
NET ASSET VALUE, END OF
PERIOD $23.41 $21.48 $14.52 $12.52 $10.26
======= ======= ======= ====== ======
TOTAL RETURN(2)(3) 14.44% 53.51% 16.23% 22.03% 2.60%
SUPPLEMENTAL DATA AND
RATIOS:
Net assets, end of
period (in 000's) $30,660 $20,824 $10,815 $7,616 $4,503
Ratio of expenses to
average net
assets(4)(5) 2.09% 2.45% 2.50% 2.50% 2.49%
Ratio of net investment
loss to average net
assets(4)(5) (1.46)% (1.66)% (1.61)% (1.46)% (0.96)%
Ratio of expenses to
average net
assets(4)(5) 2.09% 2.45% 2.94% 3.94% 5.98%
Ratio of net investment
loss to average net
assets(4)(5) (1.46)% (1.66)% (2.05)% (2.90)% (4.45)%
Portfolio turnover
rate(3) 15.60% 36.40% 52.43% 70.59% 63.20%
Average commission rate
paid on portfolio
investment
transactions $0.0501 $0.0494 $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) Not annualized for the six months ended March 31, 1998.
(4) Annualized for the six months ended March 31, 1998.
(5) During the period, certain fees were waived. If such fee waivers had not
occurred, the ratios would have been as indicated.
See notes to the financial statements.
<PAGE>
KEELEY SMALL CAP VALUE FUND, INC.
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 1998
(UNAUDITED)
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").
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
("GAAP"). The presentation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates and
assumptions.
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 last sale price,
or 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 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 under
Subchapter M 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 gain
distributions determined annually in accordance with federal tax regulations
which may differ from generally accepted accounting principles. Accordingly,
at March 31, 1998, reclassifications were recorded from accumulated net
investment losses to reduce accumulated net realized gain on investments by
$167,848.
<PAGE>
KEELEY SMALL CAP VALUE FUND, INC.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
(UNAUDITED)
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.
3.INVESTMENT ADVISORY AGREEMENT
The Fund has an agreement with 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 pays 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 2.50%, the Adviser will reimburse the Fund for
the amount of such excess. As of March 31, 1998, John Keeley, Jr., President
of the Adviser and the Fund, controlled either directly or indirectly 26.35%
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"), with whom certain officers and
directors of the Fund are affiliated, 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, 1997 to March 31, 1998,
the Fund paid $22,676 of distribution fees, $17,917 of which was 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, 1997 to March 31,
1998, were $9,150,017 and $3,614,695, respectively. For the period from
October 1, 1997 to March 31, 1998, the Fund paid $25,780 of brokerage
commissions on trades of securities to the Distributor.
At March 31, 1998, gross unrealized appreciation and depreciation of
investments, based on cost for federal income tax purposes of $20,073,560,
were as follows:
<TABLE>
<S> <C>
Appreciation $10,768,399
Depreciation (210,628)
-----------
Net appreciation on
investments $10,557,771
===========
</TABLE>
<PAGE>
KEELEY SMALL CAP VALUE FUND, INC.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1998
(UNAUDITED)
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 SALES CHARGE DEALER REALLOWANCE
AMOUNT OF SINGLE AS A PERCENTAGE OF AS A PERCENTAGE OF AS A PERCENTAGE OF
TRANSACTION OFFERING PRICE NET AMOUNT INVESTED OFFERING PRICE
---------------- ------------------ ------------------- ------------------
<S> <C> <C> <C>
Less than
$50,000 4.50% 4.71% 4.00%
$50,000 but less
than $100,000 4.00% 4.17% 3.50%
$100,000 but
less than
$250,000 3.00% 3.09% 2.50%
$250,000 but
less than
$500,000 2.50% 2.56% 2.00%
$500,000 and
over 2.00% 2.04% 1.50%
</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, 1997 to March 31, 1998, the Fund was advised that the
Distributor received $98,432 of sales charges.
As specified in the Fund's Prospectus, reduced sales charges are available
through a right of accumulation and certain sales of Fund shares can be made
at net asset value per share.
<PAGE>
[THIS PAGE INTENTIONALLY LEFT BLANK]
<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
Counsel
SCHWARTZ & FREEMAN
Chicago, Illinois
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.
SEMI-ANNUAL REPORT
MARCH 31, 1998
