<PAGE>
LETTER TO SHAREHOLDERS
Dear Shareholder:
During the past six months, from April 1, 2000 through September 30, 2000, the
Fund's net assets grew to $53,569,534, and the number of shareholders was
2,906. The Fund is registered in all 50 states and the District of Columbia.
Our broker-dealer network now totals 169 firms.
We invite you to visit us online at our website www.keeleyfunds.com. The site
also has a link to the Morningstar website for your convenience.
Performance Data Excluding 4.5% Maximum Up-Front Sales Charge*
----------------------------------------
For the six month period ended September 30, 2000, the Fund's total return was
+6.13% versus a return of -2.72% for the Russell 2000 Index and -3.60% for the
S&P 500 Index. For the quarter ended September 30, 2000, the Fund's total
return was +5.97% versus a return of +1.11% for the Russell 2000 Index and -
0.97% for the S&P 500 Index. For the one year ended September 30, 2000, the
Fund's average annual return was +9.39% versus a return of +23.39% for the
Russell 2000 Index and +13.28% for the S&P 500 Index. For the five years ended
September 30, 2000, the Fund's average annual return was +15.19% versus +12.38%
for the Russell 2000 Index and +21.69% for the S&P 500 Index. Since inception,
the Fund's average annual return was +14.24% versus +12.43% for the Russell
2000 Index and +20.03% for the S&P 500 Index.
During the first nine calendar months of the year, the Federal Reserve's steady
rate hikes, coupled with high energy prices (both oil and gas), effectively
acted as a governor on the growth of the U.S. economy. In mid September, the
Clinton administration opted to release oil from the strategic petroleum
reserve in an effort to stem the rise in oil prices which was followed by
OPEC's increasing rate of production. Late in the quarter, evidence indicated
that economic growth was clearly moderating. This turned investor attention to
the issue of how this restrained pace of growth would negatively impact the
growth/technology areas and investors began to ponder the implications of a new
administration upon the economy.
While the above factors impacted large cap growth equities more than small cap
equities, the Fund underperformed the Russell 2000 Index and the S&P 500 Index
for the six month period September 1999 to March 2000; the Fund outperformed
the Russell 2000 Index and the S&P 500 Index for the six month period April
2000 to September 2000.
Given this scenario, the money flows appear to be changing from high
price/earnings growth to value. We foresee slower economic growth, energy
prices stabilizing/declining and the Federal Reserve System easing interest
rates in the first quarter of 2001. In addition, the breadth statistics (the
number of New York Stock Exchange shares advancing issues versus declining
issues) have begun to stabilize after steadily dropping from April 1998 to
September 2000.
This rotation is expected to favorably impact the value sector of the stock
market. A by-product of our investment strategy to seek pure plays on specific
businesses has resulted in merger and acquisition activity within the
portfolio. This trend is expected to continue due to the proposed elimination
of pooling accounting by the end of 2001. In the first six months of the fiscal
year, five portfolio companies received premium bids to its market price. In
the next six months ended September 30, 2000, six additional companies received
premium bids. The number of companies announcing spin-offs has reached a record
level thus far in calendar 2000.
<PAGE>
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 September 30, 2000, the Fund's total return was
+1.35% versus a return of -2.72% for the Russell 2000 Index and -3.60% for the
S&P 500 Index. For the quarter ended September 30, 2000, the Fund's total
return was +1.21% versus a return of +1.11% for the Russell 2000 Index and -
0.97% for the S&P 500 Index. For the one year ended September 30, 2000, the
Fund's average annual return was +4.48% versus a return of +23.39% for the
Russell 2000 Index and +13.28% for the S&P 500 Index. For the five years ended
September 30, 2000, the Fund's average annual return was +14.14% versus +12.38%
for the Russell 2000 Index and +21.69% for the S&P 500 Index. Since inception,
the Fund's average annual return was +13.49% versus +12.43% for the Russell
2000 Index and +20.03% 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**
KSCVF S&P 500 Index Russell 2000 Index
-------- ------------- ------------------
10/01/93 9551 10,000 10,000
SEP 1994 9799.43 10368.6 10267.48
SEP 1995 11957.98 13452.66 12666.45
SEP 1996 13898.5 16187.93 14329.94
SEP 1997 21335.98 22735.56 19085.72
SEP 1998 19097 24792 15456
SEP 1999 22173 31686 18404
SEP 2000 24254 35895 22709
Average annual total returns***
for periods ended September 30, 2000
<TABLE>
<CAPTION>
Since
Commencement
of
12 mos 5 Yrs Operations
ended ended 10/1/93 to
9/30/00 9/30/00 9/30/00
------- ------- ------------
<S> <C> <C> <C>
KSCVF +9.39% +15.19% +14.24%
KSCVF (includes
max 4 1/2% front-end load) +4.48% +14.14% +13.49%
S&P 500 Index +13.28% +21.69% +20.03%
Russell 2000 Index +23.39% +12.38% +12.43%
</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
September 30, 2000
<TABLE>
<S> <C>
ASSETS:
Investments at value (cost $44,695,989) $53,814,793
Cash 75
Receivable for shares issued 34,556
Dividends and interest receivable 21,771
Prepaid expenses 7,365
-----------
Total Assets 53,878,560
-----------
</TABLE>
<TABLE>
<S> <C>
LIABILITIES:
Payable to Adviser 44,759
Payable for securities purchased 21,775
Payable for shares redeemed 143,356
Other accrued expenses 99,136
-----------
To tal Liabilities 309,026
-----------
NET ASSETS $53,569,534
===========
NET ASSETS CONSIST OF:
Capital stock $43,677,600
Accumulated net realized gain on investments 773,130
Unrealized net appreciation on investments 9,118,804
-----------
TOTAL NET ASSETS $53,569,534
===========
CAPITAL STOCK, $0.01 par value
Authorized 10,000,000
Issued and outstanding 2,454,896
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE $ 21.82
===========
MAXIMUM OFFERING PRICE PER SHARE $ 22.85
===========
</TABLE>
KEELEY Small Cap Value Fund, Inc.
STATEMENT OF OPERATIONS
For The Year Ended September 30, 2000
<TABLE>
<S> <C>
INVESTMENT INCOME:
Dividend income (net of $600 of non-reclaimable foreign
withholding taxes) $ 564,493
Interest income 77,903
----------
Total Investment Income 642,396
----------
EXPENSES:
Investment advisory fees 526,132
12b-1 fees 131,533
Transfer agent fees and expenses 94,854
Administration fees 76,308
Professional fees 32,644
Reports to shareholders 30,278
Fund accounting fees 29,431
Custody fees 22,285
State registration fees 18,877
Directors' fees 12,467
Other 3,755
----------
Total expenses 978,564
----------
Net investment loss (336,168)
----------
REALIZED AND UNREALIZED GAINS:
Net realized gain on investments 2,071,002
Increase in net unrealized appreciation on investments 2,945,294
----------
Net gain on investments 5,016,296
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $4,680,128
==========
</TABLE>
<PAGE>
KEELEY Small Cap Value Fund, Inc.
SCHEDULE OF INVESTMENTS
September 30, 2000
<TABLE>
<CAPTION>
Number
of Shares Value
--------- -----------
<C> <S> <C> <C>
COMMON STOCKS 96.90%
Aerospace/Defense 1.09%
20,000 Teledyne Technologies, Inc.* $ 582,500
-----------
Automotive 0.51%
53,000 Tenneco Automotive, Inc. 274,938
-----------
Batteries/Battery Systems 1.03%
22,500 Energizer Holdings, Inc.* 551,250
-----------
Building Materials 0.64%
19,500 Nortek, Inc.* 341,250
-----------
Business Service 1.28%
32,500 R.H. Donnelley Corp. 686,563
-----------
Chemicals 0.72%
21,000 Arch Chemicals, Inc. 383,250
-----------
Communications and Media 3.87%
30,000 The Ackerley Group, Inc. 300,000
17,000 AT&T Corp.--Liberty Media Group, Class A* 306,000
10,000 Media General, Inc., Class A 430,000
46,000 Paxson Communications* 529,000
26,000 Price Communications Corp.* 508,625
-----------
2,073,625
-----------
Consumer Products 2.13%
34,500 Flowers Industries, Inc. 672,750
48,500 Water Pik Technologies, Inc.* 469,844
-----------
1,142,594
-----------
Consumer Service 1.70%
26,000 Central Parking Corp. 515,125
12,500 Chemed Corp. 397,656
-----------
912,781
-----------
Containers 0.72%
18,500 Alltrista Corp.* 383,875
-----------
Direct Marketing 1.26%
61,500 Key3Media Group, Inc.* 672,656
-----------
Diversified Manufacturing 1.16%
12,000 Tyco International Ltd. 622,500
-----------
Electronics 0.83%
11,000 Moog, Inc., Class B* 444,125
-----------
Engineering and Construction 3.37%
40,000 Chicago Bridge & Iron Co. N.V. 570,000
25,500 Emcor Group, Inc.* 663,000
50,000 Washington Group International, Inc.* 571,875
-----------
1,804,875
-----------
Entertainment and Leisure 3.48%
33,000 Blockbuster, Inc., Class A 290,812
15,000 Gaylord Entertainment 358,125
37,000 On Command Corp.* 454,406
13,000 Viacom, Inc., Class B* 760,500
-----------
1,863,843
-----------
</TABLE>
<TABLE>
<CAPTION>
Number
of Shares Value
--------- -----------
<C> <S> <C> <C>
Environmental Control 0.79%
19,000 Cuno, Inc.* $ 422,750
-----------
Finance Company 6.71%
50,000 Boston Private Financial Holdings, Inc.* 825,000
35,500 Brookline Bancorp, Inc. 406,031
40,500 Capitol Federal Financial* 592,312
40,500 CFS Bancorp, Inc. 417,656
35,000 Harbor Florida Bancshares, Inc. 422,188
28,000 Hudson City Bancorp, Inc. 476,000
35,000 Hudson River Bancorp, Inc.* 457,188
-----------
3,596,375
-----------
Financial Services 14.36%
23,500 AG Services of America, Inc.* 414,187
14,000 American Financial Holdings, Inc. 246,750
16,000 BKF Capital Group, Inc. 312,000
20,000 BlackRock, Inc.* 640,000
40,000 Federal Agricultural Mortgage Corp., Class C* 705,000
14,500 Investment Technology Group, Inc. 579,094
23,000 Jefferies Group, Inc. 618,125
25,500 John Hancock Financial Services, Inc.* 685,313
30,000 LaBranche & Co., Inc.* 1,001,250
59,000 Phoenix Investment Partners, Ltd. 914,500
15,900 Stilwell Financial, Inc.* 691,650
28,500 Waddell & Reed Financial, Inc. 883,500
-----------
7,691,369
-----------
Food, Beverage and Tobacco 5.40%
35,500 Earthgrains Co. 654,531
64,000 ICH Corp.* 304,000
57,000 M & F Worldwide Corp.* 331,313
93,000 Nathans Famous, Inc.* 340,031
35,000 Ralcorp Holdings, Inc.* 494,375
29,000 Sara Lee Corp. 589,063
17,000 Tasty Baking Co. 180,625
-----------
2,893,938
-----------
Forestry 1.69%
19,000 Deltic Timber Corp. 321,812
21,000 St. Joe Corp. 582,750
-----------
904,562
-----------
Furniture/Home Appliances 0.85%
27,500 Furniture Brands International, Inc.* 457,187
-----------
Household Products 1.25%
22,500 Masco Corp. 419,063
25,000 U.S. Industries, Inc. 248,438
-----------
667,501
-----------
Housing 4.13%
24,000 Kaufman & Broad Home Corp. 646,500
25,500 Lennar Corp. 757,031
20,500 MDC Holdings, Inc. 533,000
31,000 Walter Industries, Inc.* 275,125
-----------
2,211,656
-----------
</TABLE>
<PAGE>
KEELEY Small Cap Value Fund, Inc.
SCHEDULE OF INVESTMENTS
September 30, 2000
<TABLE>
<CAPTION>
Number
of Shares Value
--------- ----------
<C> <S> <C> <C>
Insurance 6.43%
23,500 Allstate Corp. $ 816,625
17,000 The MONY Group, Inc. 677,875
28,000 Old Republic International Corp. 673,750
18,000 StanCorp Financial Group, Inc. 769,500
16,000 Unitrin, Inc. 507,000
----------
3,444,750
----------
Lodging 1.69%
19,000 Choice Hotels International, Inc.* 209,000
107,000 Meristar Hotels & Resorts, Inc.* 287,563
60,500 Sunburst Hospitality Corp.* 408,375
----------
904,938
----------
Manufacturing 5.19%
44,000 CIRCOR International, Inc.* 453,750
33,000 Flowserve Corp.* 542,437
44,000 Griffon Corp.* 332,750
14,500 ITT Industries, Inc. 470,344
20,000 Thomas Industries, Inc. 405,000
19,000 The Timken Co. 260,063
31,000 Wabtec Corp. 313,875
----------
2,778,219
----------
Oil and Gas--Equipment & Services 4.12%
23,000 Evergreen Resources, Inc.* 799,250
37,000 Getty Petroleum Marketing, Inc.* 136,437
65,000 Key Energy Services, Inc.* 637,813
30,500 Pennzoil-Quaker State Co. 320,250
31,500 Watts Industries, Inc. 315,000
----------
2,208,750
----------
Oil and Gas--Exploration & Production 4.55%
11,000 HS Resources, Inc.* 369,875
88,000 Magnum Hunter Resources, Inc.* 803,000
47,000 Pontotoc Production, Inc.* 446,500
38,720 Pure Resources, Inc.* 820,380
----------
2,439,755
----------
Pharmaceuticals and Healthcare 2.42%
25,500 Edwards Lifesciences Corp.* 556,219
25,000 Morrison Management Specialists, Inc. 738,750
----------
1,294,969
----------
Printing and Publishing 3.71%
16,500 Meredith Corp. 486,750
28,000 Penton Media, Inc. 770,000
11,000 Pulitzer, Inc. 472,450
32,000 Ziff-Davis, Inc.* 260,000
----------
1,989,200
----------
Railroad 2.19%
82,000 Kansas City Southern Industries, Inc. 712,375
29,500 Katy Industries, Inc. 206,500
36,000 Providence and Worcester Railroad Co. 254,250
----------
1,173,125
----------
</TABLE>
<TABLE>
<CAPTION>
Number
of Shares Value
--------- -----------
<C> <S> <C> <C>
Retail 2.49%
11,500 Harcourt General, Inc. $ 678,500
23,500 Midas, Inc. 329,000
10,000 Zale Corp.* 324,375
-----------
1,331,875
-----------
Software 1.91%
16,500 BARRA, Inc.* 1,024,031
-----------
Telecommunications Services 1.38%
55,000 Citizens Communications Co. 739,062
-----------
Transportation 1.05%
57,800 Avalon Holdings Corp., Class A* 177,012
16,500 Sea Containers Ltd., Class A 384,656
-----------
561,668
-----------
Wireless Communications 0.80%
6,300 Rural Cellular Corp., Class A* 429,188
-----------
Total Common Stocks 51,905,493
-----------
(cost $42,850,526)
WARRANTS 0.33%
22,300 Jacor Communications* 178,400
-----------
Total Warrants 178,400
-----------
(cost $114,563)
<CAPTION>
Principal
Amount
---------
<C> <S> <C> <C>
SHORT-TERM INVESTMENTS 3.23%
$ 507,500 American Family Demand Note, 6.2352% $ 507,500
1,223,400 Firstar Bank Demand Note, 6.3700% 1,223,400
-----------
Total Short-Term Investments 1,730,900
-----------
(cost $1,730,900)
Total Investments 100.46%
(cost $44,695,989) 53,814,793
Liabilities less Other Assets (0.46%) (245,259)
-----------
NET ASSETS 100.00% $53,569,534
===========
</TABLE>
*Non-income producing
See notes to the financial statements.
<PAGE>
KEELEY Small Cap Value Fund, Inc.
STATEMENTS OF CHANGES IN NET ASSETS
<TABLE>
<CAPTION>
Year Ended Year Ended
September 30, 2000 September 30, 1999
------------------ ------------------
<S> <C> <C>
OPERATIONS:
Net investment loss $ (336,168) $ (444,428)
Net realized gain on investments 2,071,002 1,823,344
Increase in net unrealized appreciation
on investments 2,945,294 5,076,488
----------- -----------
Net increase in net assets resulting
from operations 4,680,128 6,455,404
----------- -----------
DISTRIBUTIONS:
Net realized gains (2,275,000) (892,529)
----------- -----------
CAPITAL STOCK TRANSACTIONS:
Proceeds from 799,978 and 1,035,691
shares issued, respectively 16,196,247 20,988,777
Proceeds from 110,563 and 45,208 shares
of distributions reinvested,
respectively 2,179,145 864,849
Cost of 979,421 and 728,007 shares
redeemed, respectively (19,833,081) (14,541,243)
----------- -----------
Net increase (decrease) from capital
stock transactions (1,457,689) 7,312,383
----------- -----------
TOTAL INCREASE IN NET ASSETS 947,439 12,875,258
NET ASSETS:
Beginning of year 52,622,095 39,746,837
----------- -----------
End of year $53,569,534 $52,622,095
=========== ===========
</TABLE>
See notes to the financial statements.
<PAGE>
KEELEY Small Cap Value Fund, Inc.
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
Year Ended Year Ended Year Ended Year Ended Year Ended
September 30, September 30, September 30, September 30, September 30,
2000 1999 1998 1997 1996
------------- ------------- ------------- ------------- -------------
<S> <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
Income from investment
operations:
Net investment loss (0.14) (0.18) (0.16) (0.25) (0.19)
Net realized and
unrealized gains
(losses) on
investments 2.00 3.10 (2.00) 7.77 2.22
------- ------- ------- ------- -------
Total from investment
operations 1.86 2.92 (2.16) 7.52 2.03
------- ------- ------- ------- -------
Less distributions:
Net realized gains (0.89) (0.38) (1.01) (0.56) (0.03)
------- ------- ------- ------- -------
Net asset value, end of
year $ 21.82 $ 20.85 $ 18.31 $ 21.48 $ 14.52
======= ======= ======= ======= =======
Total return (2) 9.39% 16.11% (10.50)% 53.51% 16.23%
Supplemental data and
ratios:
Net assets, end of year
(in 000's) $53,570 $52,622 $39,747 $20,824 $10,815
Ratio of expenses to
average net assets 1.86% 1.98% 2.02% 2.45% 2.50%
Ratio of net investment
loss to average net
assets (0.64)% (0.92)% (1.17)% (1.66)% (1.61)%
Ratio of expenses to
average net assets (3) 1.86% 1.98% 2.02% 2.45% 2.94%
Ratio of net investment
loss to average net
assets (3) (0.64)% (0.92)% (1.17)% (1.66)% (2.05)%
Portfolio turnover rate 44.84% 40.19% 33.40% 36.40% 52.43%
</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) During the year ended September 30, 1996, 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
September 30, 2000
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 each day 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 that day 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 September 30,
2000, reclassifications were recorded from accumulated net investment losses
to reduce accumulated net realized gain on investments by $336,168. The Fund
hereby designates approximately $1,925,000 as a long-term capital gain
dividend for the purpose of the dividends paid deduction.
<PAGE>
KEELEY Small Cap Value Fund, Inc.
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2000
2.SIGNIFICANT ACCOUNTING POLICIES (continued)
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 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 compensate other dealers of
its shares. Unreimbursed amounts may be carried forward and paid in a
subsequent year, to the extent that total expenses under the plan do not
exceed 0.25% of the average daily net assets of the Fund. 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 September 30, 2000, the Fund paid $42,127 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 September
30, 2000, were $23,072,049 and $27,071,710, respectively. For the period
from October 1, 1999 to September 30, 2000, the Fund paid $123,696 of
brokerage commissions on trades of securities to the Distributor.
At September 30, 2000, gross unrealized appreciation and depreciation of
investments, based on cost for federal income tax purposes of $44,799,603,
were as follows:
<TABLE>
<S> <C>
Appreciation $13,287,071
Depreciation (4,271,881)
-----------
Net appreciation on investments $ 9,015,190
===========
</TABLE>
<PAGE>
KEELEY Small Cap Value Fund, Inc.
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2000
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 as a Percentage of as a Percentage of
Transaction of 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 September 30, 2000, the Fund was advised that the
Distributor received $30,186 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>
Report of Independent Accountants
To the Shareholders and Board of Directors of
KEELEY Small Cap Value Fund, Inc.
In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of operations
and of changes in net assets and the financial highlights present fairly, in
all material respects, the financial position of KEELEY Small Cap Value Fund,
Inc. (the "Fund") at September 30, 2000, 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 the financial highlights for each of the five years in
the period then ended, in conformity with accounting principles generally
accepted in the United States of America. These financial statements and
financial highlights (hereafter referred to as "financial statements") are the
responsibility of the Fund's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits, which included confirmation
of securities at September 30, 2000 by correspondence with the custodian and
brokers, provide a reasonable basis for our opinion.
[LOGO]
Milwaukee, Wisconsin
October 27, 2000
<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.
Annual Report
September 30, 2000
