-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Qhad+MwR19rkkIVoJ21XTCP4ftu3JgdDMcnoBxpDKTra28aHw570wHSL3SLwKOZv uAc6zo1kH2rLDbDfsOl2sA== 0001193125-04-205776.txt : 20041201 0001193125-04-205776.hdr.sgml : 20041201 20041201123105 ACCESSION NUMBER: 0001193125-04-205776 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040930 FILED AS OF DATE: 20041201 DATE AS OF CHANGE: 20041201 EFFECTIVENESS DATE: 20041201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEELEY SMALL CAP VALUE FUND INC CENTRAL INDEX KEY: 0000906333 IRS NUMBER: 363872373 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-07760 FILM NUMBER: 041176540 BUSINESS ADDRESS: STREET 1: 401 SOUTH LASALLE ST STREET 2: STE 1201 CITY: CHICAGO STATE: IL ZIP: 60605 BUSINESS PHONE: 3127865000 MAIL ADDRESS: STREET 1: C/O UMB FUND SERVICES, INC. STREET 2: 803 WEST MICHIGAN STREET CITY: MILWAUKEE STATE: WI ZIP: 53233 N-CSR 1 dncsr.txt KEELEY SMALL CAP VALUE FUND, ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act File Number 811-07760 KEELEY Small Cap Value Fund, Inc. (Exact name of registrant as specified in charter) 401 South LaSalle Street Suite 1201 Chicago, Illinois 60605 (Address of principal executive offices) (Zip code) Copy to: John L. Keeley, Jr. Stephen E. Goodman Keeley Asset Management Corp. Meltzer Purtill & Stelle LLC 401 South LaSalle Street 1515 East Woodfield Road Suite 1201 Schaumburg, Illinois 60173 Chicago, Illinois 60605 (Name and address of agents for service) Registrant's telephone number, including area code: (312)786-5000 Date of fiscal year end: September 30 Date of reporting period: September 30, 2004 Item 1. Reports to Stockholders The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 (the "Act") (17 CFR 270.30e-1) LETTER TO SHAREHOLDERS Dear Shareholder, During the past six months from April 1, 2004 through September 30, 2004, the Fund's net assets grew to $206,976,451 and the number of shareholders was 7,033. For the six month period ending September 30, 2004, the portfolio turnover was 16.27% and the expense ratio declined to 1.66%. The Fund's portfolio is widely diversified with investments in 123 companies. The Fund is registered for sale in all 50 states and the District of Columbia. Our broker dealer network totals over 200 broker dealers and trust entities. We are pleased to announce that in September the Fund was named to the Forbes Honor Roll 2004. The criteria for inclusion on the 10-member honor roll are stringent. Funds selected must perform well over four market cycles beginning 1/31/94; must demonstrate superior capital preservation in down markets; must practice wide portfolio diversification and must demonstrate long-term continuity of management. As of this date, the Fund was rated five of five stars by Morningstar among 75 Small Blend funds for the 10-year period. The KEELEY Small Cap Value Fund, Inc. received four of five stars for the three year period (among 352 funds) and four of five stars (among 255 funds) for the five year period. Morningstar ratings reflect historical risk adjusted performance as of 9/30/04 and are subject to change every month. Morningstar ratings are based on a risk adjusted return measure that accounts for variation in a Fund's monthly performance (including the effects of sales charges and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The overall rating is a weighted average of the three-, five-, and 10-year returns. The top 10% are labeled five stars, the next 22.5% are labeled four stars, the next 35% are labeled three stars, the next 22.5% are labeled two stars and the bottom 10% one star. There are risks associated with an investment in small-cap mutual funds, such as smaller product lines and market shares, and limited available information. You should consider the investment objectives, risks and charges and expenses of the investment company carefully before investing. For further details regarding such risks, including information on fees and expenses please refer to the Fund's prospectus. Read the Prospectus carefully before investing. Performance Data Excluding 4.5% Maximum Up-Front Sales Charge For the quarter ended September 30, 2004, the Fund's total return was 3.54% versus a return of -2.86% for the Russell 2000 Index and -1.87% for the S&P 500 Index. For the one year ending September 30, 2004, the Fund's average annual return was 36.45% versus 18.77% for the Russell 2000 Index and 13.87% for the S&P 500 Index. For the five year period the Fund's average annual return was 14.21% versus 7.41% for the Russell 2000 Index and -1.31% for the S&P 500 Index. Since inception, October 1, 1993, the Fund's average annual return was 14.68% versus 9.19% for the Russell 2000 Index and 10.39% for the S&P 500 Index. Performance Data does not reflect the deduction of the sales load or fee, and that, if reflected, the load or fee would reduce the performance quoted. Performance data quoted represents past performance and does not guarantee future results. 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 and the current performance may be lower or higher than the performance data quoted. You may call toll-free at 888-933-5391, or visit our website at www.keeleyfunds.com to obtain performance data current to the most recent month end. In the six months ended September 30, 2004, the stock market continued its advance begun in April 2003. During the period, the Fund's asset base increased helped in part by premium takeover bids to four portfolio holdings (Caesars Entertainment, Evergreen Resources, Prime Hospitality Corp and Texas Genco Holdings Inc.). Throughout August and September, the stock market's course appeared to be dictated by trading in the oil market. For instance, in the first weeks of August, oil prices rose to an all time high approaching $50 a barrel and the equity markets sold-off as a result. By late August, the oil markets began to correct, and a relief rally in the equity markets ensued. This pattern repeated itself in September. In spite of the moderating factors of high oil prices and slower economic growth, the Federal Reserve increased short term interest rates by 1/4 point at both their August 10th and September 21st meetings. However, the case for further Fed tightening is now in question given the pressure that higher oil prices are putting on business expansion and consumer spending. Looking ahead, there are a number of concerns for investors, namely: . A slowdown in the U.S. economy . High energy prices . The escalation of violence in the Middle East and the intractable situation in Iraq underscores the fragile state of affairs in this region As we begin the Fund's 12th year of operation, the equity markets have taken a number of these risks into account. In addition, GDP growth is still forecast to average over 3% for the second half of the year. Stock market breadth has been strong and broad-based as a result. Within this environment, we remain committed to our value driven strategy which buys stocks of relatively unknown (spin-offs) and out-of-favor (below actual or perceived book-value) companies. This lack of Wall Street coverage and sponsorship allows us to buy stock at a discount to our assessment of fair market value. Thank you for your continued commitment to the Fund. Sincerely, /s/ John L. Keeley, Jr. John L. Keeley, Jr. President Performance Data Including 4.5% Maximum Up-Front Sales Charge For the quarter ended September 30, 2004, the Fund's total return was -1.14% versus a return of -2.86% for the Russell 2000 Index and -1.87% for the S&P 500 Index. For the one year ending September 30, 2004, the Fund's average annual return was 30.33% versus 18.77% for the Russell 2000 Index and 13.87% for the S&P 500 Index. For the five year period the Fund' s average annual return was 13.17% versus 7.41% for the Russell 2000 Index and -1.31% for the S&P 500 Index. Since inception, October 1, 1993, the Fund's average annual return was 14.20% versus 9.19% for the Russell 2000 Index and 10.39% for the S&P 500 Index. [CHART] Investments by Sector As a Percentage of Equities Basic Materials 5.5% Communications 3.9% Consumer Cyclical 14.3% Consumer Non-cyclical 6.1% Diversified 0.9% Energy 17.8% Financial 17.6% Industrial 27.3% Technology 0.6% Utilities 6.0% A description of the Fund's proxy voting policies and procedures and a record of the Fund's proxy votes for the year ended June 30, 2004 are available (i) without charge, upon request, by calling toll free 1-888-933-5391; (ii) on the Fund's website at http://www.keeleyfunds.com; and (iii) on the Securities and Exchange Commission's (SEC) website at http://www.sec.gov. The Fund will file its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund's Form N-Q will be available on the EDGAR database on the SEC's website at http://www.sec.gov. These Forms may also be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information about the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The information may also be obtained by calling 1-888-933-5391. Index Comparison Comparison of a Hypothetical $10,000 Investment In the KSCVX*, S&P 500(R)** and Russell 2000** [CHART] KSCVX S&P 500 Russell 2000 --------- --------- ------------ 10/1/1993 9,551.00 10,000.00 10,000.00 SEP 1994 9,799.43 10,368.60 10,267.48 SEP 1995 11,957.98 13,452.66 12,666.45 SEP 1996 13,898.50 16,187.93 14,329.94 SEP 1997 21,335.98 22,735.56 19,085.72 SEP 1998 19,097.00 24,792.00 15,456.00 SEP 1999 22,173.00 31,686.00 18,404.00 SEP 2000 24,254.00 35,895.00 22,709.00 SEP 2001 25,527.00 26,339.00 17,893.00 SEP 2002 26,184.00 20,943.00 16,229.00 SEP 2003 31,579.00 26,053.00 22,152.00 SEP 2004 43,092.00 29,666.00 26,309.00 From 10/1/93 (commencement of operations) through 9/30/04 Average annual total returns *** For the periods ended September 30, 2004
Since Commencement 12 months ended 5 years ended 10 years ended of Operations 9/30/2004 9/30/2004 9/30/2004 10/1/1993 to 9/30/2004 --------------- ------------- -------------- ---------------------- KSCVX +36.45% +14.21% +15.96% +14.68% KSCVX (includes max 4 1/2% front-end load) +30.33% +13.17% +15.43% +14.20% S&P 500(R) Index +13.87% -1.31% +11.09% +10.39% Russell 2000 Index +18.77% +7.41% +9.87% +9.19%
* Performance graph includes deduction of 4 1/2% front end load. ** The S&P 500(R) 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. KEELEY Small Cap Value Fund, Inc. Expense Example For the Six Months Ended September 30, 2004 (Unaudited) As a shareholder of the KEELEY Small Cap Value Fund, Inc. (the "Fund"), you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments; and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from April 1, 2004 to September 30, 2004 (the "period"). Actual Expenses The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 equals 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during the period. Hypothetical Example for Comparison Purposes The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads). Therefore, the second line of the table is useful in comparing the ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs could have been higher. Expenses Paid During the Period
Expenses paid during Beginning account value Ending account value the period ended April 1, 2004 September 30, 2004 September 30, 2004* ----------------------- -------------------- -------------------- Actual $1,000.00 $1,074.40 $8.61 Hypothetical (5% return before expenses) 1,000.00 1,016.70 8.37
* Expenses are equal to the Fund's annualized expense ratio of 1.66% for the period, multiplied by the average account value over the period, multiplied by 183/366 (to reflect the one-half year period). KEELEY Small Cap Value Fund, Inc. STATEMENT OF ASSETS AND LIABILITIES September 30, 2004 ASSETS: Investments at value (cost $157,066,828) $208,241,963 Cash 68 Receivable for shares issued 6,216,797 Dividends and interest receivable 155,594 Prepaid expenses 18,833 ------------ Total Assets 214,633,255 ------------ LIABILITIES: Payable for investments purchased 7,188,629 Payable for shares redeemed 135,804 Payable to Adviser 151,120 Accrued 12b-1 fees 38,104 Other accrued expenses 143,147 ------------ Total Liabilities 7,656,804 ------------ NET ASSETS $206,976,451 ============ NET ASSETS CONSIST OF: Capital stock $147,666,083 Undistributed net realized gain on investments 8,135,233 Net unrealized appreciation on investments 51,175,135 ------------ NET ASSETS $206,976,451 ============ CAPITAL STOCK, $0.01 par value Authorized 100,000,000 Issued and outstanding 6,096,389 NET ASSET VALUE AND REDEMPTION PRICE PER SHARE $ 33.95 ============ MAXIMUM OFFERING PRICE PER SHARE ($33.95 / 0.955) $ 35.55 ============
KEELEY Small Cap Value Fund, Inc. STATEMENT OF OPERATIONS For The Year Ended September 30, 2004 INVESTMENT INCOME: Dividend income (net of $2,748 of foreign withholding taxes) $ 1,375,798 Interest income 29,385 ----------- Total Investment Income 1,405,183 ----------- EXPENSES: Investment advisory fees 1,307,148 12b-1 fees 326,787 Transfer agent fees and expenses 121,181 Administration fees 115,358 Professional fees 98,624 Custody fees 43,312 Fund accounting fees 37,313 Federal and state registration fees 33,042 Directors' fees 27,942 Reports to shareholders 24,435 Other 10,135 ----------- Total Expenses 2,145,277 ----------- NET INVESTMENT LOSS (740,094) ----------- REALIZED AND UNREALIZED GAIN ON INVESTMENTS: Net realized gain on investments 8,580,664 Change in net unrealized appreciation on investments 29,818,413 ----------- Net Gain on Investments 38,399,077 ----------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $37,658,983 ===========
See notes to the financial statements. KEELEY Small Cap Value Fund, Inc. SCHEDULE OF INVESTMENTS September 30, 2004
Number of Shares Value --------- ----------- COMMON STOCKS 98.61% Aerospace/Defense 0.64% 35,000 Moog, Inc., Class B* $ 1,330,000 ----------- Auto Parts and Equipment 1.45% 130,000 Tenneco Automotive, Inc.* 1,703,000 135,000 Titan International, Inc. 1,296,000 ----------- 2,999,000 ----------- Coal 0.87% 62,000 Massey Energy Co. 1,793,660 ----------- Commercial Services 1.26% 80,000 Interactive Data Corp.* 1,505,600 65,000 MoneyGram International, Inc. 1,110,200 ----------- 2,615,800 ----------- Communications and Media 1.61% 95,000 Gray Television, Inc. 1,130,500 46,500 Gray Television, Inc., Class A 518,010 96,000 Journal Communications, Inc. 1,683,840 ----------- 3,332,350 ----------- Computer Services 0.64% 150,000 Tyler Technologies, Inc.* 1,326,000 ----------- Consumer Products 1.53% 55,500 The Brink's Co. 1,674,435 100,000 Water Pik Technologies, Inc.* 1,490,000 ----------- 3,164,435 ----------- Distribution / Wholesale 1.10% 94,000 WESCO International, Inc.* 2,279,500 ----------- Diversified Manufacturing 4.13% 61,000 Crane Co. 1,764,120 90,000 EnPro Industries, Inc.* 2,172,600 170,000 GP Strategies Corp.* 1,266,500 79,000 Griffon Corp.* 1,666,900 180,000 Jacuzzi Brands, Inc.* 1,674,000 ----------- 8,544,120 ----------- Electric 5.88% 102,000 Allegheny Energy, Inc.* 1,627,920 445,000 Aquila, Inc.* 1,388,400 150,000 CenterPoint Energy, Inc. 1,554,000 177,000 CMS Energy Corp.* 1,685,040 85,000 Duquesne Light Holdings, Inc. 1,526,600 67,500 Florida Public Utilities Co. 1,157,625 195,000 Reliant Energy, Inc.* 1,819,350 70,000 Westar Energy, Inc. 1,414,000 ----------- 12,172,935 ----------- Energy--Alternative Sources 0.58% 65,700 Danielson Holdings Corp.* 400,113 105,000 KFX, Inc.* 809,550 ----------- 1,209,663 -----------
Number of Shares Value --------- ----------- Engineering and Construction 0.88% 61,000 Chicago Bridge & Iron Co. N.V. $ 1,829,390 ----------- Entertainment 0.83% 124,000 Pinnacle Entertainment, Inc.* 1,711,200 ----------- Finance Company 9.15% 88,500 BankAtlantic Bancorp, Inc. 1,621,320 115,000 Bank Mutual Corp. 1,380,000 60,000 Citizens First Bancorp, Inc. 1,505,400 41,000 CIT Group, Inc. 1,532,990 30,000 Harbor Florida Bancshares, Inc. 933,000 190,000 LaBranche & Co., Inc. 1,605,500 100,000 NewAlliance Bancshares, Inc. 1,435,000 50,000 Piper Jaffray Companies, Inc.* 1,979,500 62,000 PrivateBancorp, Inc. 1,671,520 70,000 TierOne Corp. 1,614,200 285,000 Van der Moolen Holding N.V. 1,881,000 31,000 Wintrust Financial Corp. 1,775,680 ----------- 18,935,110 ----------- Financial Services 2.10% 45,000 Jefferies Group, Inc. 1,551,150 67,000 Waddell & Reed Financial, Inc. 1,474,000 72,000 Westwood Holdings Group, Inc. 1,323,360 ----------- 4,348,510 ----------- Food, Beverage and Tobacco 3.14% 140,000 Del Monte Foods Co.* 1,468,600 70,000 Flowers Foods, Inc. 1,809,500 35,000 The J. M. Smucker Co. 1,554,350 46,000 Ralcorp Holdings, Inc.* 1,660,600 ----------- 6,493,050 ----------- Forestry 1.78% 45,000 Deltic Timber Corp. 1,790,550 124,000 Longview Fibre Co. 1,891,000 ----------- 3,681,550 ----------- Furniture/Home Appliances 0.85% 70,000 Furniture Brands International, Inc. 1,755,600 ----------- Healthcare Products 0.85% 59,000 Sybron Dental Specialties, Inc.* 1,751,710 ----------- Holdings Company-Diversified 0.93% 34,000 Leucadia National Corp. 1,926,100 ----------- Housing 4.28% 180,000 Champion Enterprises, Inc.* 1,852,200 135,000 Fleetwood Enterprises, Inc.* 2,049,300 89,000 Levitt Corp. 2,087,940 56,000 Texas Industries, Inc. 2,880,640 ----------- 8,870,080 -----------
See notes to the financial statements. KEELEY Small Cap Value Fund, Inc. SCHEDULE OF INVESTMENTS September 30, 2004
Number of Shares Value --------- ----------- Insurance 5.03% 115,000 Conseco, Inc.* $ 2,030,900 64,500 Crawford & Co. 432,150 45,000 Fidelity National Financial, Inc. 1,714,500 240,000 Meadowbrook Insurance Group, Inc.* 1,168,800 42,000 Old Republic International Corp. 1,051,260 147,000 The Phoenix Companies, Inc. 1,531,740 33,000 Principal Financial Group, Inc. 1,187,010 31,000 Unitrin, Inc. 1,288,670 ----------- 10,405,030 ----------- Lodging 2.80% 68,000 Aztar Corp.* 1,802,000 39,000 Choice Hotels International, Inc. 2,246,010 90,000 Marcus Corp. 1,752,300 ----------- 5,800,310 ----------- Manufacturing 19.53% 86,000 Allegheny Technologies, Inc. 1,569,500 54,000 Ametek, Inc. 1,637,280 75,000 Bucyrus International, Inc.* 2,520,000 95,000 CIRCOR International, Inc. 1,852,500 48,000 Commercial Metals Co. 1,906,560 87,000 Compass Minerals International, Inc. 1,931,400 77,000 Flowserve Corp.* 1,861,860 78,000 Gardner Denver, Inc.* 2,150,460 49,000 Joy Global, Inc. 1,684,620 70,000 Lindsay Manufacturing Co. 1,878,100 46,000 Manitowoc Co., Inc. 1,631,160 118,000 Methode Electronics, Inc., Class A 1,509,220 120,000 Oregon Steel Mills, Inc.* 1,995,600 96,000 Regal-Beloit Corp. 2,322,240 120,000 Ryerson Tull, Inc. 2,060,400 77,000 Sauer-Danfoss, Inc. 1,315,160 52,000 Terex Corp. * 2,256,800 67,000 Thomas & Betts Corp. 1,796,940 59,000 The Timken Co. 1,452,580 98,000 Wabtec Corp. 1,831,620 56,000 Watts Water Technologies, Inc. 1,503,600 152,500 Wolverine Tube, Inc.* 1,761,375 ----------- 40,428,975 ----------- Oil and Gas--Equipment & Services 2.62% 58,000 FMC Technologies, Inc.* 1,937,200 150,000 Key Energy Services, Inc.* 1,657,500 122,500 Willbros Group, Inc.* 1,826,475 ----------- 5,421,175 ----------- Oil and Gas--Exploration & Production 13.48% 100,000 Chesapeake Energy Corp. 1,583,000 53,000 Cimarex Energy Co.* 1,851,820 92,000 Comstock Resources, Inc.* 1,924,640 225,000 El Paso Corp. 2,067,750 60,000 Encore Acquisition Co.* 2,070,000 55,000 Goodrich Petroleum Corp.* 731,500 156,000 Harvest Natural Resources, Inc.* 2,589,600
Number of Shares Value ---------- ------------ Oil and Gas--Exploration & Production (continued) 150,000 KCS Energy, Inc.* $ 2,086,500 147,500 Magnum Hunter Resources, Inc.* 1,702,150 90,000 Plains Exploration & Production Co.* 2,147,400 61,000 Quicksilver Resources, Inc.* 1,992,870 112,500 Range Resources Corp. 1,967,625 66,000 Remington Oil & Gas Corp.* 1,732,500 45,000 Spinnaker Exploration Co.* 1,576,800 155,000 Williams Cos., Inc. 1,875,500 ------------ 27,899,655 ------------ Printing and Publishing 2.26% 86,000 Journal Register Co.* 1,625,400 25,000 Meredith Corp. 1,284,500 36,000 Pulitzer, Inc. 1,778,400 ------------ 4,688,300 ------------ Real Estate--Operation & Development 1.04% 45,000 The St. Joe Co. 2,149,650 ------------ Retail 4.16% 97,000 Dillard's, Inc. 1,914,780 48,000 IHOP Corp. 1,834,080 105,000 ShopKo Stores, Inc.* 1,828,050 96,000 The Steak n Shake Co.* 1,639,680 67,500 Triarc Companies, Inc. 771,525 54,000 Triarc Companies, Inc., Class B 619,380 ------------ 8,607,495 ------------ Transportation 3.21% 65,000 AMERCO* 2,464,800 116,000 Kansas City Southern* 1,759,720 95,000 Laidlaw International, Inc.* 1,562,750 77,000 Providence and Worcester Railroad Co. 848,540 ------------ 6,635,810 ------------ Total Common Stocks (cost $152,931,028) 204,106,163 ------------ Principal Amount ---------- SHORT-TERM INVESTMENTS 2.00% $4,135,800 US Bank Demand Note, 1.59% 4,135,800 ------------ Total Short-Term Investments (cost $4,135,800) 4,135,800 ------------ Total Investments 100.61% (cost $157,066,828) 208,241,963 Liabilities less Other Assets (0.61)% (1,265,512) ------------ NET ASSETS 100.00% $206,976,451 ============
* Non-income producing Percentages are based on net assets. See notes to the financial statements. KEELEY Small Cap Value Fund, Inc. STATEMENTS OF CHANGES IN NET ASSETS
Year Ended Year Ended September 30, 2004 September 30, 2003 ------------------ ------------------ OPERATIONS: Net investment loss $ (740,094) $ (529,407) Net realized gain (loss) on investments 8,580,664 (427,684) Change in net unrealized appreciation on investments 29,818,413 15,815,545 ------------ ------------ Net increase in net assets resulting from operations 37,658,983 14,858,454 ------------ ------------ DISTRIBUTIONS: Net realized gains -- (3,967,366) ------------ ------------ CAPITAL STOCK TRANSACTIONS: Proceeds from 3,106,257 and 1,965,978 shares issued, respectively 98,624,637 43,684,699 Proceeds from 0 and 178,807 shares of distributions reinvested, respectively -- 3,774,671 Cost of 646,573 and 1,424,485 shares redeemed, respectively (19,777,694) (31,774,288) ------------ ------------ Net increase from capital stock transactions 78,846,943 15,685,082 ------------ ------------ TOTAL INCREASE IN NET ASSETS 116,505,926 26,576,170 NET ASSETS: Beginning of year 90,470,525 63,894,355 ------------ ------------ End of year $206,976,451 $ 90,470,525 ============ ============
See notes to the financial statements. KEELEY Small Cap Value Fund, Inc. FINANCIAL HIGHLIGHTS
Year Ended Year Ended Year Ended Year Ended Year Ended September 30, September 30, September 30, September 30, September 30, 2004 2003 2002 2001 2000 ------------- ------------- ------------- ------------- ------------- PER SHARE DATA (1) Net asset value, beginning of year $ 24.88 $ 21.91 $ 22.43 $ 21.82 $ 20.85 Income from investment operations: Net investment loss (0.12) (0.15) (0.21) (0.20) (0.14) Net realized and unrealized gains on investments 9.19 4.43 0.85 1.32 2.00 -------- ------- ------- ------- ------- Total from investment operations 9.07 4.28 0.64 1.12 1.86 -------- ------- ------- ------- ------- Less distributions: Net realized gains -- (1.31) (1.16) (0.51) (0.89) -------- ------- ------- ------- ------- Net asset value, end of year $ 33.95 $ 24.88 $ 21.91 $ 22.43 $ 21.82 ======== ======= ======= ======= ======= Total return (2) 36.45% 20.61% 2.57% 5.25% 9.39% Supplemental data and ratios: Net assets, end of year (in 000's) $206,976 $90,471 $63,894 $57,784 $53,570 Ratio of expenses to average net assets 1.64% 1.75% 1.72% 1.80% 1.86% Ratio of net investment loss to average net assets (0.57)% (0.68)% (0.90)% (0.90)% (0.64)% Portfolio turnover rate 29.63% 38.83% 45.31% 43.61% 44.84%
(1)Per share data is for a share outstanding throughout the year. (2)The total return calculation does not reflect the sales load imposed on the purchase of shares (see Note 7). See notes to the financial statements. KEELEY Small Cap Value Fund, Inc. NOTES TO THE FINANCIAL STATEMENTS September 30, 2004 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 accounting principles generally accepted in the United States of America ("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 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 (other than short-term obligations) are valued by a service that used electronic data processing methods, avoiding exclusive reliance on exchange or over-the-counter prices. 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 pursuant to policies and procedures adopted by the Board of Directors. For each investment that is fair valued, the Fund considers, to the extent applicable, various factors including, but not limited to, the financial condition of the company, comparable companies in the public market, the nature and duration of the cause for a quotation not being readily available and other relevant factors. 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 recorded. 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. Where appropriate, reclassifications between net asset accounts are made for such differences that are permanent in nature. KEELEY Small Cap Value Fund, Inc. NOTES TO THE FINANCIAL STATEMENTS (continued) September 30, 2004 d) Other--Investment transactions are recorded on the trade date. 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. e) Guarantees and Indemnifications--In the normal course of business, the Fund enters into contracts with service providers that contain general indemnification clauses. The Fund's maximum exposure under these arrangements is unknown as this would involve future claims against the Fund that have not yet occurred. Based on experience, the Fund expects the risk of loss to be remote. 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, 2003 to September 30, 2004, the Fund paid $107,354 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, 2003 to September 30, 2004, were $118,109,362 and $38,465,516, respectively. For the period from October 1, 2003 to September 30, 2004, the Fund paid $468,702 of brokerage commissions on trades of securities to the Distributor. KEELEY Small Cap Value Fund, Inc. NOTES TO THE FINANCIAL STATEMENTS (continued) September 30, 2004 6. FEDERAL INCOME TAX INFORMATION At September 30, 2004, gross unrealized appreciation and depreciation of investments, based on cost for federal income tax purposes were as follows: Cost of Investments $157,076,962 ============ Gross Unrealized Appreciation $ 53,148,989 Gross Unrealized Depreciation (1,983,988) ------------ Net Unrealized Appreciation on Investments $ 51,165,001 ============
The difference between cost amounts for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions. The tax character of distributions paid during the fiscal years ended September 30, 2004 and 2003 were as follows:
2004 2003 ---- ---------- Long-Term Capital Gains $-- $3,967,366
As of September 30, 2004 the components of accumulated earnings on a tax basis were as follows: Undistributed Long-Term Capital Gain $ 8,145,367 Net Unrealized Appreciation on Investments 51,165,001 ----------- Total Accumulated Earnings $59,310,368 ===========
The Fund utilized $28,076 of its capital loss carryforwards and $379,213 of post-October losses during the year ended September 30, 2004. The Fund hereby designates $8,145,367 as a long-term capital gain distribution for the purpose of the dividends paid deduction (unaudited). 7. 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 up to a maximum of 4.5%. 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, 2003 to September 30, 2004, the Fund was advised that the Distributor received $145,408 of sales charges. Sales charges are not an expense of the Fund and are not reflected in the financial statements of the Fund. 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. 8. RELATED PARTY TRANSACTION As of September 30, 2004, one director of the Fund beneficially owned 443,977 shares of the Fund, which represents 7.3% of the Fund's outstanding shares. Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders 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, 2004, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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, 2004 by correspondence with the custodian, provide a reasonable basis for our opinion. /s/ PricewaterhouseCooper LLP November 12, 2004 KEELEY Small Cap Value Fund, Inc. Directors and Officers Independent Directors
Term of Office* Principal Occupation(s) Number of Portfolios Name, Address and Position(s) and Length of During the Past Overseen Within the Age Held with Fund Time Served Five Years Fund Complex - --- -------------- ------------------ --------------------------------------- -------------------- Jerome J. Director Served as Director Vice President of Finance for Grayhill, 1 Klingenberger since 1999 Inc. (electronic components and 561 Hillgrove Ave. control systems) LaGrange, IL 60525 Age: 49 John G. Kyle Director Served as Director Owner and operator of Shell Oil 1 10 Skokie Hwy since 1993 Services Stations and Gasoline Highland Park, IL Distributor 60035 Age: 63 John F. Lesch Director Served as Director Attorney with Nisen & Elliott, LLC 1 200 W. Adams Street since 1993 Suite 2500 Chicago, IL 60606 Age: 64 Sean Lowry Director Served as Director Executive Vice President of Pacor 1 401 South LaSalle since 1999 Mortgage Corp. Street Suite 605 Chicago, IL 60605 Age: 50 Elwood P. Walmsley Director Served as Director Owner of J. FitzWoody's Lakeshore 1 100 Cobblestone since 1999 Grill, since 2002 and Director of Sales Court for H.B. Taylor Company (food Twin Lakes, WI 53181 services), since 2003; Prior thereto, Age: 63 National Account Executive for Haarmann & Reimer, Division of Bayer International, since 1999 Interested Directors and Officers Term of Office* Principal Occupation(s) Number of Portfolios Name, Address and Position(s) and Length of During the Past Overseen Within the Age Held with Fund Time Served Five Years Fund Complex - --- -------------- ------------------ --------------------------------------- -------------------- John L. Keeley, Jr. Director and Served as Director President and Treasurer of Keeley 1 401 South LaSalle President and President Investment Corp. and President of Street since 1993 Keeley Asset Management Corp. Suite 1201 Chicago, IL 60605 Age: 64 Mark Zahorik Vice President Served as Vice Vice President of Keeley Asset N/A 401 South LaSalle President since Management Corp. and Keeley Street 1997 Investment Corp. Suite 1201 Chicago, IL 60605 Age: 42 Mary A. Ferrari Secretary Served as Corporate Secretary of Keeley Asset N/A 401 South LaSalle Secretary since Management Corp. and Keeley Street 1996 Investment Corp. Suite 1201 Chicago, IL 60605 Age: 45 Emily Viehweg Treasurer Served as Treasurer of Keeley Asset N/A 401 South LaSalle Treasurer since Management Corp. since 2001 and Street 1997 Assistant Treasurer of Keeley Asset Suite 1201 Management Corp. and of Keeley Chicago, IL 60605 Investment Corp. since 1996 Age: 38
Other Directorships Name, Address and Held Outside Age the Fund Complex - --- ------------------- Jerome J. None Klingenberger 561 Hillgrove Ave. LaGrange, IL 60525 Age: 49 John G. Kyle None 10 Skokie Hwy Highland Park, IL 60035 Age: 63 John F. Lesch None 200 W. Adams Street Suite 2500 Chicago, IL 60606 Age: 64 Sean Lowry None 401 South LaSalle Street Suite 605 Chicago, IL 60605 Age: 50 Elwood P. Walmsley None 100 Cobblestone Court Twin Lakes, WI 53181 Age: 63 Interested Directors and Officers Other Directorships Name, Address and Held Outside Age the Fund Complex - --- ------------------- John L. Keeley, Jr. Marquette National 401 South LaSalle Corp. Street Suite 1201 Chicago, IL 60605 Age: 64 Mark Zahorik N/A 401 South LaSalle Street Suite 1201 Chicago, IL 60605 Age: 42 Mary A. Ferrari N/A 401 South LaSalle Street Suite 1201 Chicago, IL 60605 Age: 45 Emily Viehweg N/A 401 South LaSalle Street Suite 1201 Chicago, IL 60605 Age: 38
* Each director serves an indefinite term until the election of a successor. Each Officer serves an indefinite term, renewed annually, until the election of a successor. The Statement of Additional Information includes additional information about the Directors and is available upon request, without charge, by calling 1-888-933-5391. Investment Adviser KEELEY ASSET MANAGEMENT CORP. Chicago, Illinois Distributor KEELEY INVESTMENT CORP. Chicago, Illinois Custodian U.S. BANK, N.A. Milwaukee, Wisconsin 800-338-1579 Transfer Agent and Dividend Disbursing Agent U.S. BANCORP FUND SERVICES, LLC Milwaukee, Wisconsin 800-338-1579 Independent Registered Public Accounting Firm PRICEWATERHOUSECOOPERS LLP Milwaukee, Wisconsin Counsel MELTZER, PURTILL & STELLE LLC Schaumburg, 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, 2004 Item 2. Code of Ethics (a) The registrant has not adopted a code of ethics, as of the end of the period covered by this report, that applies to the registrant's principal executive officer and principal financial officer, or persons performing similar functions which conforms to all of the definitions of a "code of ethics" for purposes of this item. However, the registrant does have in place a code of ethics which goes beyond the requirement of rule 17(j)-1, which addresses, among other things, conflicts of interest which may result from personal securities transactions and dealings with third parties, and certain outside activities In the judgment of management of the registrant, that code of ethics, as adopted, is reasonably designed to deter wrongdoing and promote ethical conduct, internal reporting and accountability for adherence to that code. The registrant's existing code of ethics, as so adopted, does not directly address issues of disclosure in reports that the registrant files with the Commission and other public communication or compliance with applicable governmental laws, rules and regulations. There are two people in the registrant's organization who would be required to be covered under any code of ethics adopted by the registrant which would meet the definition of a code of ethics in this item. Those persons are John Keeley, the president of the registrant, and Emily Viehweg, the treasurer of the registrant. Both John Keeley and Emily Viehweg are subject to the registrant's existing code. In the judgment of the registrant, the small size of the registrant's and adviser's staff who are involved in matters which would be covered by any such code of ethics as defined in this item, and the use and involvement of a third party service provider (administrator), independent auditors and outside counsel in those activities makes an additional code of ethics unnecessary. A copy of the registrant's existing code of ethics (which, however, does not meet all of the definitions of a "code of ethics" as defined in this item) is attached hereto as Exhibit (a). (b) Not Applicable (c) Not Applicable Item 3. Audit Committee Financial Expert The registrant's board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee. That audit committee financial expert is Mr. Jerome Klingenberger. Mr. Klingenberger is one of the members of the board of directors and is "independent" for purposes of this Item. Since the registrant does not have a separate audit committee, the entire board of directors constitutes the audit committee, and as a member of the board of directors, Mr. Klingenberger is a member of the audit committee for purposes of this Item. Item 4. Principal Accountant Fees and Services The aggregate fees for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements are listed below. (a) Audit fees. Fiscal year ended September 30, 2004 $20,000 Fiscal year ended September 30, 2003 $18,800 (b) Audit-related fees. None. (c) Tax fees. Fiscal year ended September 30, 2004 $3,600 Fiscal year ended September 30, 2003 $3,500 (d) All other fees. None. (e) (1) It is the policy of the registrant's Board of Directors to pre-approve all audit and non-audit services at a regularly scheduled meeting of the Board of Directors. (2) During 2004, all of the audit and non-audit services provided by the registrant's principal accountant were pre-approved by the registrant's Board of Directors. (f) None. (g) None. (h) Not applicable. Item 5. Audit Committee of Listed Registrants Not applicable. Item 6. Schedule of Investments The schedule of investments in securities of unaffiliated issuers is included as part of the report to shareholders filed under Item 1. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies Not applicable. Item 8. Purchases of Equity Securities of Closed-End Management Investment Company and Affiliated Purchasers Not applicable. Item 9. Submissions of Matters to a Vote of Security Holders As of the end of the period covered by this report, the registrant had not adopted any procedures by which shareholders may recommend nominees to the registrant's Board of Directors. Item 10. Controls and Procedures (a) The registrant's certifying officers have reasonably designed such disclosure controls and procedures to ensure material information relating to the registrant is made known to them by others, particularly during the period in which this report is being prepared. The registrant's certifying officers have determined that the registrant's disclosure controls and procedures are effective based on their evaluation of these controls and procedures as of a date within 90 days prior to the filing date of this report. (b) There were no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Item 11. Exhibits (a)(1) Code of Ethics - Filed as an attachment to this filing (the code, as filed, does not meet the definition of a "Code of Ethics" as defined in this Form N-CSR). (a)(2) Certification for each principal executive and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2(a)) - Filed as an attachment to this filing. (b) Certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) - Filed as an attachment to this filing. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. KEELEY Small Cap Value Fund, Inc. By: /s/ John L. Keeley, Jr. ------------------------------- John L. Keeley, Jr. President Date: November 23, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ John L. Keeley, Jr. ------------------------------- John L. Keeley, Jr. President Date: November 23, 2004 By: /s/ Emily Viehweg ------------------------------- Emily Viehweg Treasurer Date: November 23, 2004 EX-99.11.A.1 2 dex9911a1.txt CODE OF ETHICS CODE OF ETHICS ADOPTED UNDER RULE 17j-1 FOR KEELEY SMALL CAP VALUE FUND, INC. EFFECTIVE AS OF SEPTEMBER 8, 1993 (as amended through May 8, 2001) 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 -2- is being purchased or sold by the Fund. Allowances may be made subject to prior written approval from John L. Keeley, Jr., or in the case of Mr. Keeley's personal transactions, such person who may 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. Notwithstanding the foregoing, solely for purposes of the requirement to obtain pre-approval under this Section III.A, transactions by KAMCO Limited Partnership No. 1, KAMCO Performance Limited Partnership and KAMCO Thrift Partners Limited Partnership shall not be considered transactions by John Keeley or Mark Zahorik, and therefore shall not be subject to pre-approval. B. Investment Personnel shall not purchase any security which is part of an IPO or a Limited Offering, except with the prior written 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 -3- 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: 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; 4. The name of the broker, dealer or bank with or through whom the transaction was effected; and 5. The date on which the report is submitted. 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. Such report shall contain the following information: 1. The title, number of share and principal amount of each Covered Security I which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person; 2. The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and 3. The date the report is submitted by the Access Person. 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, iin the same form and containing the same information required under Section V.E. The information in each report submitted under this Section V.F shall be current as of date no more than thirty (30) days before the report is submitted. 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 -4- 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, and shall include a certification in writing that the Fund, the Adviser and the Distributor have adopted procedures reasonably necessary to prevent Access Persons from violating the Code. 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 May 8, 2001, 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 amendment to the Code presented at that meeting, and that the Code, in such form, has been adopted by all of the directors of the Fund, including all of the directors of the Fund who are not "interested persons" of the Fund. Dated: May 8, 2001 ------------------------ Secretary -5- EX-99.11.A.2 3 dex9911a2.txt CERTIFICATION FOR EACH PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICER Keeley Small Cap Value Fund Exhibit 11(a)(2) to Form N-CSR I, John L. Keeley, Jr., President, certify that: 1. I have reviewed this report on Form N-CSR of Keeley Small Cap Value Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) [omitted] (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 23, 2004 /s/ John L. Keeley, Jr. ----------------------- John L. Keeley, Jr. President I, Emily Viehweg, Treasurer, certify that: 1. I have reviewed this report on Form N-CSR of Keeley Small Cap Value Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of any annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial data information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: November 23, 2004 /s/ Emily Viehweg ----------------- Emily Viehweg Treasurer EX-99.11.B 4 dex9911b.txt CERTIFICATIONS REQUIRED BY RULE 30A-2(B) Keeley Small Cap Value Fund Exhibit 11(b) to Form N-CSR I, John L. Keeley, Jr., hereby certify that to the best of my knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: November 23, 2004 /s/ John L. Keeley, Jr. - ----------------------- John L. Keeley, Jr. President I, Emily Viehweg, hereby certify that to the best of my knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: November 23, 2004 /s/ Emily Viehweg - ----------------- Emily Viehweg Treasurer -----END PRIVACY-ENHANCED MESSAGE-----