<PAGE>
LETTER TO SHAREHOLDERS
Dear Shareholder:
During the past six months, from October 1, 1999 through March 31, 2000, the
Fund's net assets grew from $52,622,095 to $53,530,631, an increase of 1.73%
and the number of shareholders grew 1.10% to 3,197. The Fund is registered in
all 50 states and the District of Columbia. Our broker-dealer network now
totals 152 firms.
One goal for the new year was to reconstruct the Fund's web site. That project
is now complete and we invite you to visit us online. The address remains
www.keeleyfunds.com. We've added a link to Morningstar's web site for your
convenience as well.
Performance Data Excluding 4.5% Maximum Up-Front Sales Charge*
For the six month period ended March 31, 2000, the Fund's total return was
+3.07% versus a return of +26.84% for the Russell 2000 Index and +17.51% for
the S&P 500 Index. For the quarter ended March 31, 2000, the Fund's total
return was -0.24% versus a return of +7.08% for the Russell 2000 Index and
+2.29% for the S&P 500 Index. For the one year ending March 31, 2000, the
Fund's average annual return was +12.28% versus a return of +37.30% for the
Russell 2000 Index and +17.94% for the S&P 500 Index. For the five years ending
March 31, 2000, the Fund's average annual return was +17.82% versus +17.24% for
the Russell 2000 Index and +26.76% for the S&P 500 Index. Since inception, the
Fund's average annual return was +14.37% versus +13.93% for the Russell 2000
Index and +22.42% for the S&P 500 Index.
The three months ended December 31, 1999, saw the value sector impacted by tax
loss selling, increasing interest rates and rising energy prices. The first
calendar quarter of the year 2000 began with the much-publicized Y2K issue
becoming a non-event. Strength in the technology sector which accelerated in
the last calendar quarter of 1999 continued through the first ten weeks of the
new quarter at the expense of the value sectors. We note that at the end of the
first calendar quarter, some 20% of the Russell 2000 Index was invested in
technology stocks.
During the quarter, the Federal Reserve continued its efforts to slow the
economy by increasing the Fed Funds rate to the 6% level. This is the fifth
increase in the past fourteen months and many believe we are close to the end
of such raises. During the last two weeks of the first calendar quarter, oil
prices appeared to have peaked and started to head lower which began a rally in
many traditional value sectors. In addition, several prominent market analysts
no longer overweight technology in their asset allocation models.
Over the past year, buyouts and takeovers have markedly picked up in our value
sectors. This activity was especially apparent during the first calendar
quarter in 2000 as four holdings received premium bids to their market price, a
concrete testament of their undervaluation.
Value companies continue to sell at multiples of cash flow, book-value, market
price to sales and price earnings ratios not seen since 1990 and relative to
growth not seen in some 30 years. We believe that there are several factors
that will benefit our value approach, which may have already begun late in the
first calendar quarter.
. Energy prices appear to have peaked and many believe that interest rates
are approaching their peak levels. The Financial and Transportation
sectors have begun to positively respond to these events.
. Mergers and acquisitions have continued to increase as strategic buyers
have taken advantage of the under-valued prices among companies in the
value sectors. This trend may be strengthened due to the elimination of
pooling accounting at the end of 2000. In the six month period, five
companies in our universe received takeover bids at substantial premiums
to the current market price. They were Pittway Corp., Snyder
Communications, Inc., Duff and Phelps Credit Rating Corp., U.S. Can Corp.,
and American National Can Group, Inc. Also, companies within our value
sectors, continue to repurchase their common shares at bargain prices.
<PAGE>
. Finally, both institutions and individuals began to rotate some funds from
the growth sectors to the value sectors not only to rebalance portfolios
but also to reduce risk, as some of the leadership in the technology
sectors began to falter. Also, as mentioned earlier, several prominent
market analysts no longer overweight technology in their asset allocation
models. While it is too early to call this rotation a clear trend and
catalyst, given the distressed state of value stocks, a relatively small
amount of cash flow would be quite positive for our sectors.
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,
John L. Keeley, Jr.
President
*Performance Data Including 4.5% Maximum Up-Front Sales Charge
For the six month period ended March 31, 2000, the Fund's total return was -
1.55% versus a return of +26.84% for the Russell 2000 Index and +17.51% for the
S&P 500 Index. For the quarter ended March 31, 2000, the Fund's total return
was -4.73% versus a return of +7.08% for the Russell 2000 Index and +2.29% for
the S&P 500 Index. For the one year ending March 31, 2000, the Fund's average
annual return was +7.24% versus a return of +37.30% for the Russell 2000 Index
and +17.94% for the S&P 500 Index. For the five years ending March 31, 2000,
the Fund's average annual return was +16.73% versus +17.24% for the Russell
2000 Index and +26.76% for the S&P 500 Index. Since inception, the Fund's
average annual return was +13.56% versus +13.93% for the Russell 2000 Index and
+22.42% 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**
[Performance Line Chart]
Average annual total returns***
for periods ended March 31, 2000
<TABLE>
<CAPTION>
Since Commencement
12 mos ended 5 Yrs ended of Operations
3/31/00 3/31/00 10/1/93 to 3/31/00
------------ ----------- ------------------
<S> <C> <C> <C>
KSCVF +12.28% +17.82% +14.37%
KSCVF (includes max 4 1/2% front-
end load) +7.24% +16.73% +13.56%
S&P 500 Index +17.94% +26.76% +22.42%
Russell 2000 Index +37.30% +17.24% +13.93%
</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.
STATEMENT OF ASSETS AND LIABILITIES
March 31, 2000
(Unaudited)
<TABLE>
<S> <C>
ASSETS:
Investments at value (cost $48,891,859) $53,062,780
Cash 96
Receivable for investments sold 471,655
Receivable for shares issued 251,009
Dividends and interest receivable 30,278
Prepaid expenses 13,769
-----------
Total Assets 53,829,587
-----------
LIABILITIES:
Payable to Adviser 44,327
Payable for securities purchased 31,163
Payable for shares redeemed 132,322
Other accrued expenses 91,144
-----------
Total Liabilities 298,956
-----------
NET ASSETS $53,530,631
===========
NET ASSETS CONSIST OF:
Capital stock $46,783,290
Accumulated net realized gain on investments 2,576,420
Unrealized net appreciation on investments 4,170,921
-----------
TOTAL NET ASSETS $53,530,631
===========
CAPITAL STOCK, $0.01 par value
Authorized 10,000,000
Issued and outstanding 2,603,330
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE $ 20.56
===========
MAXIMUM OFFERING PRICE PER SHARE $ 21.53
===========
</TABLE>
KEELEY Small Cap Value Fund, Inc.
STATEMENT OF OPERATIONS
For The Six Months Ended March 31, 2000
(Unaudited)
<TABLE>
<S> <C>
INVESTMENT INCOME:
Dividend income $ 240,922
Interest income 48,267
----------
289,189
----------
EXPENSES:
Investment advisory fees 260,997
12b-1 fees 65,249
Transfer agent fees and expenses 38,201
Administration fees 38,051
Reports to shareholders 22,533
Legal fees 16,432
Fund accounting fees 14,078
Custody fees 12,462
Federal and state registration fees 10,058
Audit fees 8,889
Directors' fees 5,478
Other 1,883
----------
Net expenses 494,311
----------
Net investment loss (205,122)
----------
REALIZED AND UNREALIZED GAINS (LOSSES):
Net realized gain on investments 3,743,246
Decrease in net unrealized appreciation on investments (2,002,589)
----------
Net gain on investments 1,740,657
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $1,535,535
==========
</TABLE>
See notes to financial statements.
<PAGE>
KEELEY Small Cap Value Fund, Inc.
SCHEDULE OF INVESTMENTS
March 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
Number of
Shares Value
--------- -----------
<C> <S> <C> <C>
COMMON STOCKS 96.52%
Aerospace 0.11%
8,500 The Fairchild Corp., Class A* $ 57,906
-----------
Automotive 1.33%
21,500 Meritor Automotive, Inc. 339,969
47,000 Tenneco Automotive, Inc. 373,063
-----------
713,032
-----------
Building Materials 0.76%
18,500 Nortek, Inc.* 409,312
-----------
Business Service 1.03%
32,500 R.H. Donnelley Corp. 552,500
-----------
Chemicals 0.78%
21,000 Arch Chemicals, Inc. 420,000
-----------
Communications and Media 10.54%
29,000 The Ackerley Group, Inc. 438,625
24,000 Anacomp, Inc.* 373,500
11,000 AT&T Corp.--Liberty Media Group, Class A* 651,750
13,500 CBS Corp. 764,437
10,500 Cox Communications, Inc.,
Class A* 509,250
9,000 GC Companies, Inc.* 312,750
36,500 Information Resources, Inc.* 292,000
9,500 Media General, Inc., Class A 497,562
44,000 Paxson Communications* 341,000
29,500 Price Communications Corp.* 678,500
12,000 Sprint Corp. (PCS Group)* 783,750
-----------
5,643,124
-----------
Consumer Products 0.85%
30,000 Flowers Industries, Inc. 455,625
-----------
Consumer Service 2.87%
23,500 Cendant Corp.* 434,750
23,000 Central Parking Corp. 460,000
12,500 Chemed Corp. 375,000
27,000 Coinmach Laundry Corp.* 268,312
-----------
1,538,062
-----------
</TABLE>
<TABLE>
<CAPTION>
Number of
Shares Value
--------- -----------
<C> <S> <C> <C>
Containers 2.03%
18,500 Alltrista Corp.* $ 418,562
28,000 American National Can
Group, Inc.* 367,500
15,500 U.S. Can Corp.* 301,281
-----------
1,087,343
-----------
Diversified Manufacturing 2.17%
22,000 Mark IV Industries, Inc. 485,375
13,500 Tyco International Ltd. 673,313
-----------
1,158,688
-----------
Electronics 0.83%
11,000 Moog, Inc., Class B* 445,500
-----------
Engineering and Construction 2.21%
23,500 Emcor Group, Inc.* 493,500
46,000 Morrison Knudsen Corp.* 339,250
18,000 Owens Corning 348,750
-----------
1,181,500
-----------
Entertainment and Leisure 2.28%
33,000 Blockbuster, Inc., Class A 330,000
14,000 Gaylord Entertainment 379,750
34,000 On Command Corp.* 510,000
-----------
1,219,750
-----------
Environmental Control 0.96%
19,000 Cuno, Inc.* 515,375
-----------
Finance Company 5.06%
49,000 Boston Private Financial
Holdings, Inc.* 465,500
35,500 Brookline Bancorp, Inc. 337,250
40,500 Capital Federal Financial* 382,219
40,500 CFS Bancorp, Inc. 364,500
35,000 Harbor Florida Bancshares, Inc. 398,125
28,000 Hudson City Bancorp, Inc.* 409,500
35,000 Hudson River Bancorp, Inc.* 350,000
-----------
2,707,094
-----------
</TABLE>
See notes to financial statements.
<PAGE>
KEELEY Small Cap Value Fund, Inc.
SCHEDULE OF INVESTMENTS (continued)
March 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
Number of
Shares Value
--------- -----------
<C> <S> <C> <C>
Financial Services 9.02%
25,500 AG Services of America, Inc.* $ 618,375
44,500 Data Broadcasting Corp.* 339,312
39,000 Federal Agricultural Mortgage Corp., Class C* 604,500
15,500 Investment Technology Group, Inc. 546,375
21,500 Jefferies Group, Inc. 491,813
23,500 LaBranche & Co., Inc.* 296,688
57,000 Phoenix Investment Partners, Ltd. 441,750
21,000 PICO Holdings, Inc.* 233,625
19,500 Pioneer Group, Inc. 453,375
19,000 Waddell & Reed Financial, Inc. 803,938
-----------
4,829,751
-----------
Food, Beverage and Tobacco 5.52%
34,500 Earthgrains Co. 513,187
64,000 ICH Corp.* 408,000
46,000 M & F Worldwide Corp.* 201,250
88,000 Nathans Famous, Inc.* 324,500
28,000 Ralcorp Holdings, Inc.* 406,000
27,000 Sara Lee Corp. 486,000
12,500 Tasty Baking Co. 133,594
62,500 Vlasic Foods International, Inc.* 148,438
24,000 Whitman Corp. 334,500
-----------
2,955,469
-----------
Forestry 1.95%
19,000 Deltic Timber Corp. 450,062
20,500 St. Joe Corp. 593,219
-----------
1,043,281
-----------
Furniture/Home Appliances 0.84%
24,000 Furniture Brands International, Inc.* 451,500
-----------
Household Products 2.01%
14,500 Chesapeake Corp. 428,656
18,500 Masco Corp. 379,250
24,000 U.S. Industries, Inc. 265,500
-----------
1,073,406
-----------
Housing 3.09%
24,000 Kaufman & Broad Home Corp. 514,500
24,500 Lennar Corp. 531,344
20,500 MDC Holdings, Inc. 367,719
31,000 Walter Industries, Inc.* 240,250
-----------
1,653,813
-----------
</TABLE>
<TABLE>
<CAPTION>
Number of
Shares Value
--------- -----------
<C> <S> <C> <C>
Insurance 5.45%
2,142 Alleghany Corp.* $ 402,696
22,000 Allstate Corp. 523,875
13,000 American Financial Group, Inc. 372,125
16,000 The MONY Group, Inc. 517,000
17,000 StanCorp Financial Group, Inc. 465,375
16,000 Unitrin, Inc. 636,000
-----------
2,917,071
-----------
Lodging 1.97%
32,500 Choice Hotels International, Inc.* 469,219
98,000 Meristar Hotels & Resorts, Inc.* 287,875
60,500 Sunburst Hospitality Corp.* 298,719
-----------
1,055,813
-----------
Machinery 0.69%
27,500 Unova, Inc.* 371,250
-----------
Manufacturing 4.56%
39,800 CIRCOR International, Inc.* 529,837
44,000 Griffon Corp.* 343,750
29,000 Hussmann International, Inc. 367,937
14,000 ITT Industries, Inc. 434,875
22,000 Thomas Industries, Inc. 412,500
33,000 Westinghouse Air Brake Co. 350,625
-----------
2,439,524
-----------
Oil and Gas--Equipment & Services 4.63%
23,000 Evergreen Resources, Inc.* 556,312
65,000 Getty Petroleum Marketing, Inc.* 146,250
60,000 Key Energy Services, Inc.* 697,500
27,500 Pennzoil-Quaker State Co. 287,031
90,000 Titan Exploration, Inc.* 450,000
27,500 Watts Industries, Inc. 340,313
-----------
2,477,406
-----------
Pharmaceuticals and Healthcare 1.27%
24,500 Morrison Health Care, Inc. 679,875
-----------
</TABLE>
See notes to financial statements.
<PAGE>
KEELEY Small Cap Value Fund, Inc.
SCHEDULE OF INVESTMENTS (continued)
March 31, 2000
(Unaudited)
<TABLE>
<CAPTION>
Number of
Shares Value
--------- -----------
<C> <S> <C> <C>
Printing and Publishing 4.26%
13,500 Meredith Corp. $ 373,781
31,500 Penton Media, Inc. 819,000
41,500 Primesource Corp. 221,766
11,000 Pulitzer, Inc. 449,625
26,500 Ziff-Davis, Inc.* 414,062
-----------
2,278,234
-----------
Railroad 3.80%
13,000 Kansas City Southern
Industries, Inc. 1,117,187
27,500 Katy Industries, Inc. 252,656
34,000 Providence and Worcester
Railroad Co. 250,750
10,500 Union Pacific Corp. 410,813
-----------
2,031,406
-----------
Real Estate 0.52%
24,500 Getty Realty Corp. 275,625
-----------
Retail 4.06%
38,500 Bradlees, Inc.* 238,219
12,500 Harcourt General, Inc. 465,625
12,000 The Limited, Inc. 505,500
20,500 Midas, Inc. 492,000
10,000 Zale Corp.* 471,875
-----------
2,173,219
-----------
Software 1.17%
18,500 BARRA, Inc.* 626,687
-----------
Telecommunication Services 1.85%
24,500 Electric Lightwave, Inc., Class A* 584,938
7,500 RCN Corp.* 404,062
-----------
989,000
-----------
Textile and Apparel 0.77%
27,000 Shaw Industries, Inc. 410,063
-----------
Transportation 1.55%
56,000 Avalon Holdings Corp., Class A* 266,000
15,000 Pittston Brink's Group 255,000
14,000 Sea Containers Ltd., Class A 309,750
-----------
830,750
-----------
Utilities 1.78%
58,000 Citizens Utilities Co., Class B* 949,750
-----------
</TABLE>
<TABLE>
<CAPTION>
Number of
Shares Value
--------- -----------
<S> <C> <C> <C>
Wireless Communications 1.95%
7,000 Rural Cellular Corp., Class A* $ 472,938
13,000 SBA Communications Corp.* 572,000
-----------
1,044,938
-----------
Total Common Stocks
(cost $47,614,097) 51,662,642
-----------
WARRANTS 0.44%
22,300 Jacor Communications* 236,938
-----------
Total Warrants
(cost $114,562) 236,938
-----------
<CAPTION>
Principal
Amount
---------
<S> <C> <C> <C>
SHORT TERM INVESTMENT 2.17%
$ 1,163,20 Firstar Bank Demand Note,
5.8825%, 4/3/00 $ 1,163,200
-----------
Total Short Term Investment
(cost $1,163,200) 1,163,200
-----------
Total Investments
(cost $48,891,859) 99.13% 53,062,780
Other Assets less Liabilities 0.87% 467,851
-----------
NET ASSETS 100.00% $53,530,631
===========
</TABLE>
*Non-income producing
See notes to financial statements.
<PAGE>
KEELEY Small Cap Value Fund, Inc.
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Six Months Ended
March 31, 2000 Year Ended
(Unaudited) September 30, 1999
---------------- ------------------
<S> <C> <C>
OPERATIONS:
Net investment loss $ (205,122) $ (444,428)
Net realized gain on investments 3,743,246 1,823,344
Increase (decrease) in net unrealized
appreciation on investments (2,002,589) 5,076,488
------------ ------------
Net increase in net assets resulting from
operations 1,535,535 6,455,404
------------ ------------
DISTRIBUTIONS:
Net realized gains (2,275,000) (892,529)
------------ ------------
CAPITAL STOCK TRANSACTIONS:
Proceeds from 560,120 and 1,035,691 shares
issued, respectively 11,211,617 20,988,777
Proceeds from 110,563 and 45,208 shares of
distributions reinvested, respectively 2,179,145 864,849
Cost of 591,129 and 728,007 shares
redeemed, respectively (11,742,761) (14,541,243)
------------ ------------
Net increase from capital stock
transactions 1,648,001 7,312,383
------------ ------------
TOTAL INCREASE IN NET ASSETS 908,536 12,875,258
NET ASSETS:
Beginning of year 52,622,095 39,746,837
------------ ------------
End of year $ 53,530,631 $ 52,622,095
============ ============
</TABLE>
See notes to the financial statements
<PAGE>
KEELEY Small Cap Value Fund, Inc.
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Six Months Ended Year Ended Year Ended Year Ended Year Ended Year Ended
March 31, 2000 September 30, September 30, September 30, September 30, September 30,
(Unaudited) 1999 1998 1997 1996 1995
---------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
PER SHARE DATA(1)
Net asset value,
beginning of year $ 20.85 $ 18.31 $ 21.48 $ 14.52 $ 12.52 $10.26
Income from investment
operations:
Net investment loss (0.08) (0.18) (0.16) (0.25) (0.19) (0.13)
Net realized and
unrealized gains
(losses) on
investments 0.68 3.10 (2.00) 7.77 2.22 2.39
------- ------- ------- ------- ------- ------
Total from investment
operations 0.60 2.92 (2.16) 7.52 2.03 2.26
------- ------- ------- ------- ------- ------
Less distributions:
Net realized gains (0.89) (0.38) (1.01) (0.56) (0.03) --
------- ------- ------- ------- ------- ------
Net asset value, end of
year $ 20.56 $ 20.85 $ 18.31 $ 21.48 $ 14.52 $12.52
======= ======= ======= ======= ======= ======
Total return (2)(3) 3.07% 16.11% (10.50)% 53.51% 16.23% 22.03%
Supplemental data and ratios:
Net assets, end of year
(in 000's) $53,531 $52,622 $39,747 $20,824 $10,815 $7,616
Ratio of expenses to
average net assets(4) 1.89% 1.98% 2.02% 2.45% 2.50% 2.50%
Ratio of net investment
loss to average net
assets(4) (0.79)% (0.92)% (1.17)% (1.66)% (1.61)% (1.46)%
Ratio of expenses to
average net
assets(4)(5) 1.89% 1.98% 2.02% 2.45% 2.94% 3.94%
Ratio of net investment
loss to average net
assets(4)(5) (0.79)% (0.92)% (1.17)% (1.66)% (2.05)% (2.90)%
Portfolio turnover
rate(3) 22.97% 40.19% 33.40% 36.40% 52.43% 70.59%
</TABLE>
(1) Per share data is for a share outstanding throughout the year.
(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, 2000
(4) Annualized for the six months ended March 31, 2000
(5) During the years ended September 30, 1996 and 1995, 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, 2000
(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 purchased within 60 days of their stated maturity
date are valued at amortized cost, which approximates fair 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 and Excise Taxes -- It is the Fund's policy to meet the
requirements of the Internal Revenue Code applicable to regulated investment
companies and to distribute substantially all investment company net taxable
income and net capital gains to shareholders in a manner which results in no
tax cost to the Fund. Therefore, no federal income or excise tax provision
is required.
c) Distributions to Shareholders -- Dividends from net investment income, if
any, 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 characterization of certain income and realized gains determined
annually in accordance with federal tax regulations that may differ from
generally accepted accounting principles. Accordingly, at March 31, 2000,
reclassifications were recorded from accumulated net investment losses to
reduce accumulated net realized gain on investments by $205,122.
<PAGE>
KEELEY Small Cap Value Fund, Inc.
NOTES TO THE FINANCIAL STATEMENTS (continued)
March 31, 2000
(Unaudited)
d) Other -- Investment transactions are recorded on the trade date for
financial statement purposes. The Fund determines the gain or loss realized
from investment transactions by comparing the identified 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 daily 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% of the Fund's average daily net assets,
the Adviser will reimburse the Fund for the amount of such excess.
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 compensate 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 compensate 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 annual rate of 0.25% of the average daily net assets of Fund
shares beneficially owned by the Distributor's and each dealer's existing
brokerage clients. For the period from October 1, 1999 to March 31, 2000,
the Fund paid $19,872 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, 1999 to March 31,
2000, were $11,697,318 and $12,605,652, respectively. For the period from
October 1, 1999 to March 31, 2000, the Fund paid $52,333 of brokerage
commissions on trades of securities to the Distributor.
<PAGE>
KEELEY Small Cap Value Fund, Inc.
NOTES TO THE FINANCIAL STATEMENTS (continued)
March 31, 2000
(Unaudited)
At March 31, 2000, gross unrealized appreciation and depreciation of
investments, based on cost for federal income tax purposes of $49,001,159,
were as follows:
<TABLE>
<S> <C>
Appreciation $10,486,364
Depreciation (6,424,743)
-----------
Net appreciation on
investments $ 4,061,621
===========
</TABLE>
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, 1999 to March 31, 2000, the Fund was advised that the
Distributor received $19,127 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>
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<PAGE>
Investment Adviser
KEELEY ASSET MANAGEMENT CORP.
Chicago, Illinois
Distributor
KEELEY INVESTMENT CORP.
Chicago, Illinois
Custodian
FIRSTAR BANK MILWAUKEE, N.A.
Milwaukee, Wisconsin
800-338-1579
Transfer Agent and Dividend Disbursing Agent
FIRSTAR MUTUAL FUND SERVICES, LLC
Milwaukee, Wisconsin
800-338-1579
Auditors
PRICEWATERHOUSECOOPERS, LLP
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, 2000
