Exhibit to Accompany
Item 77B
Form N-SAR
Report of Independent Accountants
To the Shareholders and Board of Directors of
KEELEY Small Cap Value Fund, Inc.
In planning and performing our audit of the financial statements of
KEELEY Small Cap Value Fund, Inc. (the "Fund") for the year ended
September 30, 2000, we considered its internal control, including
control activities for safeguarding securities, in order to determine
our auditing procedures for the purpose of expressing our opinion
on the financial statements and to comply with the requirements of
Form N-SAR, not to provide assurance on internal control.
The management of the Fund is responsible for establishing and
maintaining internal control. In fulfilling this responsibility,
estimates and judgments by management are required to assess the
expected benefits and related costs of controls. Generally,
controls that are relevant to an audit pertain to the entity's
objective of preparing financial statements for external purposes
that are fairly presented in conformity with generally accepted
accounting principles generally accepted in the United States of
America. Those controls include the safeguarding of assets against
unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control, error or fraud
may occur and not be detected. Also, projection of any evaluation
of internal control to future periods is subject to the risk that
controls may become inadequate because of changes in conditions or
that the effectiveness of their design and operation may deteriorate.
Our consideration of internal control would not necessarily disclose
all matters in internal control that might be material weaknesses under
standards established by the American Institute of Certified Public
Accountants. A material weakness is a condition in which the design
or operation of one or more of the internal control components does not
reduce to a relatively low level the risk that misstatements caused by
error or fraud in amounts that would be material in relation to the
financial statements being audited may occur and not be detected within
a timely period by employees in the normal course of performing their
assigned functions. However, we noted no matters involving internal
control and its operation, including controls over safeguarding
securities, that we consider to be material weaknesses as defined
above as of September 30, 2000.
This report is intended solely for the information and use of
management, the Board of Directors of the Fund and the Securities
and Exchange Commission and is not intended to be and should not be
used by anyone other than these specified parties.
/s/PricewaterhouseCoopers LLP
October 27, 2000
