Ex. 99(p)-1
CODE OF ETHICS
ADOPTED UNDER RULE 17J-1
FOR
KEELEY SMALL CAP VALUE FUND, INC.
EFFECTIVE AS OF SEPTEMBER 8, 1993
(AS AMENDED THROUGH AUGUST 8, 2000)
I. DEFINITIONS
A. "Access Person" means any director, officer or Advisory
Person of the Fund or the Adviser.
B. "Act" means the Investment Company Act of 1940, as amended.
C. "Administrator" means the party appointed by the Fund
and under contract with it to administer the operation
of the Fund. On the date of the most recent amendment to
the Code, the Administrator is Sunstone Financial Group,
Inc.
D. "Adviser" means Keeley Asset Management, Inc.
E. "Advisory Person" of the Fund or the Adviser means: (i) any
employee of the Fund, the Adviser or of any company in a
control relationship to the Fund or the Adviser, who, in
connection with his regular functions or duties, makes,
participates in, or obtains information regarding the purchase
or sale of Covered Securities, or whose functions relate to
the making of any recommendations with respect to such
purchases or sales; and (ii) any natural person in a control
relationship to the Fund or Adviser who obtains information
concerning recommendations made to the Fund with regard to the
purchase or sale of Covered Securities by the Fund.
F. A security is "being considered for purchase or sale" when a
recommendation to purchase or sell a security has been made
and communicated and, with respect to the person making the
recommendation, when such person seriously considers making
such a recommendation.
G. "Beneficial ownership" shall be interpreted in the same manner
as it would be in determining whether a person is subject to
the provisions of Section 16 of the Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated
thereunder, by virtue of having a pecuniary interest except
that the determination of direct or indirect beneficial
ownership shall apply to all securities which an Access Person
has or acquires.
H. "Board" means the board of directors of the Fund.
I. "Code" means this Code of Ethics, as it may be amended from
time to time.
J. "Control" has the same meaning as that set forth in Section
2(a)(9) of the Act.
K. "Covered Security" means a security defined in Section
2(a)(36) of the Act, except that it does not include: (I)
direct obligations of the Government of the United States;
(ii) Bankers' acceptances , bank certificate of deposit,
commercial paper and high quality short-term instruments,
including repurchase agreements; (iii) and shares issued by
open-end Funds.
L. "Disinterested director" means a director of the Fund who is
not an "interested person" of the Fund within the meaning of
Section 2(a)(19) of the Act.
M. "Fund" means Keeley Small Cap Value Fund, Inc.
N. "Investment Personnel" means any employee of the Fund or the
Adviser, or of any company in a control relations to the Fund
or the Adviser who, in connection with his or her regular
function or duties, makes or participates in making
recommendations regarding the purchase or sale of securities
by the Fund, and any natural person who controls the Fund or
the Adviser and who obtains information concerning
recommendations made to the Fund regarding the purchase or
sale of securities by the Fund.
O. "IPO" means an offering of securities register under the
Securities Act of 1933, the issuer of which, immediately
before the registration, was not subject to the reporting
requirements of sections 13 or 15(d) f the Securities Exchange
Act of 1934.
P. "Limited Offering" means an offering that is exempt from
registration under the Securities Act of 1933
pursuant to section 4(2) or section 4(6).or pursuant to
rule 504, 505 or 506 under the Securities Act of 1933
Q. "Purchase or sale of a Covered Security" includes, among
other things, the writing of an option to purchase
or sell a Covered Security.
R. "Security Held or to be acquired by the Fund" means
(i) any Covered Security which, within the most recent 15
days (A) is or has been held by the Fund; or (B) is being or
has been considered by the Fund or its Adviser for purchase
by the Fund; and (ii)any option to purchase or sell, and
any security convertible into or exchangeable for, a Covered
Security.
II. EXEMPTED TRANSACTIONS
The prohibitions of Section III of the Code shall not apply to:
A. Purchases or sales effected in any account over which the
Access Person has no direct or indirect influence
or control.
B. Purchases or sales of securities which are not eligible for
purchase or sale by the Fund.
C. Purchases or sales which are non-volitional on the part of
either the Access Person or the Fund.
D. Purchases which are part of an automatic dividend reinvestment
plan.
E. Purchases effected upon the exercise of rights issued by
an issuer PRO RATA to all holders of a class of its
securities, to the extent such rights were acquired from
such issuer, and sales of such rights so acquired.
F. Purchases of U.S. Government securities and repurchase
agreements thereon, bank certificates of deposit,
commercial paper and interests in companies registered as
open end investment companies under the Act.
G. Transactions which categories the Board shall have approved
because they are only remotely potentially harmful to the Fund
because they would be very unlikely to affect a highly
institutional market, or because they clearly are not related
economically to the securities to be purchased, sold or held
by the Fund.
III. PROHIBITED PURCHASES AND SALES
Except in a transaction exempted by Section II of the Code:
A. No Access Person shall purchase or sell, directly or
indirectly, any security in which he has, or by reason of such
transaction acquires, any direct or indirect beneficial
ownership and which to his actual knowledge at the time of
such purchase or sale is being considered for purchase or sale
by the Fund or is being purchased or sold by the Fund.
Allowances may be made subject to prior approval from John L.
Keeley, Jr., or in the case of Mr. Keeley's personal
transactions, such person who may
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be designated, from time to time, by the Board to approve such
transactions. Any such trades occurring without such prior
preapproval are subject to cancellation.
B. Investment Personnel shall not purchase any security which is
part of an IPO or a Limited Offering, except with the prior
approval of the Fund or the Adviser (or with respect to Mr.
Keeley's personal transactions, such person who may be
designated, from time to time, by the Board to approve such
transactions).
Nothing herein shall prohibit any Advisory Person (including an Advisory Person
who is an Access Person) from making recommendations for, and effecting,
purchases or sales of securities for the Fund at the same time as such person
recommends, and effects, transactions for any other managed account, even if the
Advisory Person has a beneficial interest in such other managed account,
provided that if the transaction or recommendations for the Fund and the other
managed account or accounts are the same (I.E., both for purchases or for
sales), the securities so purchased or sold are allocated on a pro rata basis
based on average price, such allocations to the Fund are fair and equitable
compared to allocations to the Advisory Person's other managed accounts, and the
transactions otherwise comply with the provisions of the Act and the rules and
regulations issued thereunder.
IV. OTHER RESTRICTIONS
A. No Access Person shall accept, from any person who does
business with the Fund, any gift or other gratuity; provided,
however, that his provision shall not prohibit any Access
Person from accepting any item which has a nominal value (i.e.
$25 or less), nor shall it prohibit the acceptance of
traditional holiday gifts of food or similar items given or
made available to all personnel of the adviser or underwriter
of a nominal value with respect to each person benefiting
therefrom.
B. No Access Person shall serve as a member of the board of
directors of any entity which has a class of securities
registered under the Securities Exchange Act of 1934, or whose
securities are listed for trading on any stock exchange or are
traded or quoted in the over-the-counter market, unless the
Board shall specifically preapprove such Access Person's so
serving.
V. REPORTING
A. Except as provided in Section V.C of the Code, every Access
Person shall report to the Fund the information described in
Section V.D of the Code with respect to transactions in any
security in which such Access Person has, or by reason of such
transaction acquires, any direct or indirect beneficial
ownership in the security; provided, however, that an Access
Person shall not be required to make a report with respect to
transactions effected for any account over which such person
does not have any direct or indirect influence or control.
B. Each person required to report information under Section V.D
(other than a disinterested director) shall direct all brokers
which whom he maintains an account or transacts brokerage
business to supply to the Fund or its designee, on a timely
basis, duplicate copies of confirmations of all personal
securities transactions and copies of periodic statements for
all securities accounts. Copies of these statements are then
delivered by the Fund to the Administrator. The Administrator
reviews the trading activities of all Access Persons within a
7 day trading window of all Fund transactions.
C. A disinterested director of the Fund need only report a
transaction in a security if such director, at the time of
such transaction, knew or, in the ordinary course of
fulfilling his official duties as a director of the Fund,
should have known that, during the 15-day period immediately
preceding the date of the transaction by the director, such
security was purchased or sold by the Fund or was being
considered for purchase or sale by the Fund or its investment
adviser.
D. Every report required to be made by Section V.A of the Code
shall be made not later than ten (10) days after the end of
the calendar quarter in which the transaction to which the
report relates was effected, and shall contain the following
information:
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1. The date of the transaction, the title and the number
of shares, and the principal amount of each security
involved;
2. The nature of the transaction (I.E., purchase, sale or
any other type of acquisition or disposition);
3. The price at which the transaction was effected; and
4. The name of the broker, dealer or bank with or through
whom the transaction was effected.
E. Each person who becomes an Access Person, other than a
disinterested director, on or before becoming an
Access Person, shall report to the Fund or its designee all
of his personal security holdings.
F. Each Access Person, other than a disinterested director,
shall report to the Fund or its designee on an
annual basis all of his personal security holdings.
G. Any report filed pursuant to Section V.A, V.E or V.F of the
Code may contain a statement that the report shall not be
construed as an admission by the person making such report
that he has any direct or indirect beneficial ownership in the
security to which the report relates.
H. Each Access Person who shall not file a report under Section
V.A. for any quarter (including disinterested
directors) shall certify to the Fund that no report was
required for such quarter.
I. Each Access Person shall certify to the Fund, on an annual
basis, that he has read and understands the Code, recognizes
that he is subject to it, has complied with the requirements
of the Code and has disclosed or reported all personal
securities transactions required to be disclosed or reported
by him under the Code.
J. Management of the Fund shall prepare an annual report to the
Board that summarizes existing procedures concerning personal
investing and any changes in the procedures made during the
past year, identities any violations requiring significant
remedial action during the past year, and identifies any
recommended changes in existing restriction or procedures
based upon the Fund's experience under the Code, evolving
industry practices, or development in applicable laws or
regulations.
K. The Board shall review the Code, consider changes and
amendments, and renew the Code on an annual basis.
VI. SANCTIONS
Upon discovering a violation of the Code, the Board may impose such
sanctions as it deems appropriate.
CERTIFICATION
The undersigned, the duly
elected secretary of Keeley
Small Cap Value Fund, Inc.
(the "Fund"), does hereby
certify that the foregoing
Code of Ethics (the "Code")
is in the form last amended
by the Board of Directors
of the Fund at a meeting
duly called and convened on
August 12, 1999, at which
meeting all of the members
of the Board of Directors,
including all of the
directors who are not
"interested persons" of the
Fund, as such term is
defined under the
Investment Company Act of
1940, voted in favor of
adoption of the Code.
Dated: August 12, 1999
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Secretary
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