485BPOS

As filed with the Securities and Exchange Commission on August 14, 2007

Securities Act Registration No. 33-63562
Investment Company Act File No. 811-7760

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933		x
	Post-Effective Amendment No. 17	x

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940		x
	Amendment No. 19	x

KEELEY SMALL CAP VALUE FUND, INC.
(Registrant)

401 South LaSalle Street
Suite 1201
Chicago, Illinois 60605

Telephone number: (312) 786-5050

John L. Keeley, Jr.	Alan Goldberg
Keeley Asset Management Corp.	Bell, Boyd & Lloyd LLP
401 South LaSalle Street, Suite 1201	70 West Madison Street, Suite 3100
Chicago, Illinois 60605	Chicago, Illinois 60602-4207

(Agents for service)

Amending Parts A, B and C, and filing exhibits

Approximate date of proposed public offering: As soon as practical after the effective date of this Registration Statement.

It is proposed that this filing will become effective:

      [   ] immediately upon filing pursuant to rule 485(b)

      [X] on August 15, 2007 pursuant to rule 485(b)

      [   ] 60 days after filing pursuant to rule 485(a)(1)

      [   ] on ____________pursuant to rule 485(a)(1)

      [   ] 75 days after filing pursuant to rule 485(a)(2)

      [   ] on ____________pursuant to rule 485(a)(2)

 If appropriate, check the following box:

[   ] this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Explanatory Note: This post effective amendment #17 under the Securities Act of 1933 for Keeley Small Cap Value Fund, Inc. (the “Fund”) includes a revised SAI for Keeley Small Cap Value Fund, the sole series of the Fund, and a revised combined prospectus for the Fund and each series of Keeley Funds, Inc.

KSMVX - KSMIX

PROSPECTUS

AUGUST 15, 2007

As with all mutual funds, the Securities and Exchange Commission has not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

CONTENTS
The Funds	1
Investment Objectives	1
Principal Investment Strategies and Policies	1
Main Risks	3
Performance	4
Expenses	7
Portfolio Holdings	9
Management	9
Your Investment	11
How Shares Are Priced	11
How To Buy, Sell and Exchange Shares	14
Frequent Purchases and Redemptions of Fund Shares	20
Distributions and Taxes	21
Shareholder Privileges	22
Financial Highlights	24
Privacy Statement	PS-1
To Learn More About The Funds	Back Cover

THE FUNDS

INVESTMENT OBJECTIVES

     The KEELEY Small Cap Value, KEELEY Small-Mid Cap Value, KEELEY Mid Cap Value and KEELEY All Cap Value Funds (the “Funds”) each seek capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES AND POLICIES

Small Cap Value Fund

     The Small Cap Value Fund intends to pursue its investment objectives by investing in companies with a small market capitalization, which we currently define as $2.5 billion or less. Under normal market conditions, the Fund will invest no less than 80% of its net assets plus the amount of any borrowings for investment purposes in common stocks and other equity type securities (including preferred stock, convertible debt securities and warrants) of small market capitalization. As long as an investment continues to meet the Fund’s other criteria, the Fund may choose to hold such securities even if the company grows beyond the $2.5 billion capitalization level. If less than 80% of the Fund’s assets (plus the amount of any borrowings for investment purposes) are invested in such companies, the Fund will not invest in companies other than those with a small market capitalization until the 80% threshold is restored.

Small-Mid Cap Value Fund

     The Small-Mid Cap Value Fund intends to pursue its investment objective by investing in companies with small and mid-size market capitalization, which we currently define as $7.5 billion or less. Under normal market conditions, the Fund will invest no less than 80% of its net assets plus the amount of any borrowings for investment purposes in common stocks and other equity type securities (including preferred stock, convertible debt securities and warrants) of small and mid-size market cap companies. As long as an investment continues to meet the Fund’s other criteria, the Fund may choose to hold such securities even if the company grows beyond the $7.5 billion capitalization level. If less than 80% of the Fund’s assets (plus the amount of any borrowings for investment purposes) are invested in such companies, the Fund will not invest in companies other than those with small and mid-size market capitalization until the 80% threshold is restored.

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Mid Cap Value Fund

     The Mid Cap Value Fund intends to pursue its investment objective by investing in companies with mid-size market capitalization, which we currently define as between $2.5 billion and $10 billion. Under normal market conditions, the Fund will invest no less than 80% of its net assets plus the amount of any borrowings for investment purposes in common stocks and other equity type securities (including preferred stock, convertible debt securities and warrants) of mid-size market cap companies. As long as an investment continues to meet the Fund’s other criteria, the Fund may choose to hold such securities even if the company grows beyond the $10 billion capitalization level. If less than 80% of the Fund’s assets (plus the amount of any borrowings for investment purposes) are invested in such companies, the Fund will not invest in companies other than those with mid-size market capitalization until the 80% threshold is restored.

All Cap Value Fund

     The All Cap Value Fund intends to pursue its investment objective by investing in stock and other equity securities (including preferred stock, convertible debt securities and warrants). The Fund has no restrictions as to the size of the companies in which it invests. The Fund may invest in what normally are considered small-cap stocks, mid-cap stocks and large-cap stocks. We may concentrate on one of those categories, two of them or all of them, and we may change the allocation from time to time.

Investment Principles and Strategies for the Funds

     While many mutual funds look for undervalued stocks, we focus our attention on particular kinds of undervalued stocks, and attempt to concentrate on identifying companies going through major changes (corporate restructuring), including:

• corporate spin-offs (a tax-free distribution of a parent company's division to shareholders)
   
• financial restructuring, including acquisitions, recapitalizations and companies emerging from bankruptcy
   
• companies selling at or below actual or perceived book value
   
• savings and loan and insurance conversions
   
• distressed utilities

     Current dividend or interest income is not a factor for the Funds when choosing securities. Each stock is judged on its potential for above-average capital appreciation, using a value approach that emphasizes:

• equities with positive cash flow

• low market capitalization-to-revenue ratio

• desirable EBITDA (earnings before interest, taxes, depreciation and amortization)

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• motivated management
   
• little attention from Wall Street

     Research sources include company documents, subscription research services, select broker/dealers and direct company contact.

     It is our initial intention typically to hold securities for more than two years to allow the corporate restructuring process to yield results. But, we may sell securities when a more attractive opportunity emerges, when a company becomes overweighted in the portfolio, or when operating difficulties or other circumstances make selling desirable.

     The Funds’ investment strategy and policies are not fundamental and may be changed without shareholder approval; however, we will provide 60 days’ advance notice if we change the Funds’ principal investment strategies and policies. For more about the Funds’ investment strategies and policies, please see the Funds’ Statement of Additional Information (“SAI”).

     The Funds may be suitable for the more aggressive section of an investor’s portfolio. The Funds are designed for people who want to grow their capital over the long-term and who are comfortable with possible frequent short-term changes in the value of their investment. An investment in any of the Funds should not be considered a complete investment program.

MAIN RISKS

Risks applicable to each Fund

• The Funds are subject to the typical risks of equity investing, including the effects of interest rate fluctuations, investor psychology and other factors. The value of your investment will increase or decrease so your shares may be worth more or less money than your original investment.
   
• Loss of money is a risk of investing in any of the Funds.
   
• Other than company-specific risks, the factor most likely to impact each Fund’s performance would be a sharp increase in interest rates, which generally causes equity prices to fall.
   
• Investing in companies emerging from bankruptcy presents special risks. Although companies emerging from bankruptcy usually have improved balance sheets as a part of the restructure, they are often subject to specific plans imposed by their lenders that they must meet in a fairly short time frame. Often, if such a company does not meet its plan, it has few, if any, alternatives. In addition, such companies must overcome the negative perceptions resulting from a previous bankruptcy. Generally, companies going through corporate restructures are more likely than others to remain undervalued.

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• Investing in small and mid-cap securities presents more risk than investing in large-cap or more established company securities. Small and mid-cap companies often have more limited resources and greater variation in operating results, leading to greater price volatility. Trading volumes may be lower, making such securities less liquid. The focus on corporate restructures means these securities are more likely than others to remain undervalued.

Temporary Defensive Positions

     During adverse economic, market or other conditions, a Fund may take temporary defensive positions such as investing up to 100% of its assets in securities that would not ordinarily be consistent with its objective, including cash and cash equivalents. A Fund may not achieve its goal when so invested.

PERFORMANCE

Small Cap Value Fund

     The following performance information indicates some of the risks of investing in the Small Cap Value Fund. The bar chart below shows how the Small Cap Value Fund’s total return has varied from year to year. The table compares its performance with that of both the Russell 2000® Index, an unmanaged index made up of smaller capitalization issues and the S&P 500® Index, a broad market-weighted index dominated by blue-chip stocks. While the information shown in the bar chart and the table give you some idea of the risks involved in investing in the Small Cap Value Fund, please remember that past performance (before and after taxes) does not guarantee future results.

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KEELEY Small Cap Value Fund

Year-by-year total return as of 12/31 each year (%)¹

¹     The KEELEY Small Cap Value Fund has returned 13.15% year-to-date as of June 30, 2007.

BEST QUARTER		WORST QUARTER
Q3 1997	21.56%	Q3 1998	(20.25)%

     The bar chart and Best and Worst quarters shown above do not reflect the maximum 4.50% sales load. If these charts reflected the sales load, returns would be less than those shown.

AVERAGE ANNUAL TOTAL RETURN AS OF 12/31/06
FOR THE SMALL CAP VALUE FUND*	1 Yr	5 Yrs	10 Yrs
Return before taxes	14.17%	17.58%	15.82%
Return after taxes on distributions†	14.17%	17.15%	15.19%
Return after taxes on distributions and sale of fund shares†	9.21%	15.33%	13.99%
Russell 2000® Index **	18.37%	11.39%	9.44%
S&P 500® Index **	15.80%	6.19%	8.42%

*	This performance table reflects the payment of the 4.50% sales load on the purchase of new shares.
**	Reflects no deduction for fees, expenses and taxes.
†	After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

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Mid Cap Value Fund

     The following performance information indicates some of the risks of investing in the Mid Cap Value Fund. The bar chart below shows the Mid Cap Value Fund’s total return in its first full calendar year of operations. The table compares the Mid Cap Value Fund’s performance with that of both the Russell Midcap Value Total Return® Index, and the S&P Midcap 400® Index. While the information shown in the bar chart and the table give you some idea of the risks involved in investing in the Mid Cap Value Fund, please remember that past performance (before and after taxes) doesn’t guarantee future results.

KEELEY Mid Cap Value Fund

Year-by-year total return as of 12/31 each year (%)¹

¹     The KEELEY Mid Cap Value Fund has returned 19.71% year-to-date as of June 30, 2007.

BEST QUARTER		WORST QUARTER
Q4 2006	10.09%	Q3 2006	(5.36)%

     The bar chart and Best and Worst quarters shown above do not reflect the maximum 4.50% sales load. If these charts reflected the sales load, returns would be less than those shown.

AVERAGE ANNUAL TOTAL RETURN AS OF 12/31/06
FOR THE MID CAP VALUE FUND*	1 Yr	Since Inception1
Return before taxes	5.74%	8.17	%
Return after taxes on distributions†	5.74%	8.17	%
Return after taxes on distributions and sale of fund
shares†	3.71%	6.98	%
Russell Midcap Value Total Return® Index **	20.22%	16.40	%
S&P Midcap 400® Index **	10.32%	10.45	%

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1	Inception date is August 15, 2005.
*	This performance table reflects the payment of the 4.50% sales load on the purchase of new shares.
**	Reflects no deduction for fees, expenses and taxes.
†	After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown. After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

All Cap Value Fund

     The All Cap Value Fund has not been in operation for a full calendar year. As a result, annual performance information is not available for the All Cap Value Fund at this time.

Small-Mid Cap Value Fund

     The Small-Mid Cap Value Fund has not been in operation for a full calendar year. As a result, annual performance information is not available for the Small-Mid Cap Value Fund at this time.

EXPENSES

     The table below shows what fees and expenses you could face as a shareholder of each of the Funds. Keep in mind that future expenses may be higher or lower than those shown.

			Small-Mid		Small-Mid
			Cap Value		Cap Value
Shareholder Transaction			Fund		Fund
Expenses (Fees Paid Directly	Small Cap		Class A		Class I	Mid Cap		All Cap
From Your Investment)	Value Fund		Shares		Shares	Value Fund		Value Fund
Maximum Sales Load on
Purchases (as a percentage
of offering price) (a)	4.50	%	4.50	%	None	4.50	%	4.50	%
Maximum Sales Load on
Reinvested Dividends
(as a percentage of offering
price) (b)	None		None		None	None		None
Maximum Deferred
Sales Load	None		None		None	None		None
Redemption Fees	None		None		None	None		None
Exchange Fees	None		None		None	None		None

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		Small-Mid		Small-Mid
Annual Fund		Cap Value		Cap Value
Operating Expenses		Fund		Fund
(As a Percentage of	Small Cap	Class A		Class I		Mid Cap	All Cap
Average Net Assets)	Value Fund	Shares		Shares		Value Fund	Value Fund
Management Fees	0.96%	1.00%		1.00%		1.00%	1.00%
Distribution (12b-1) Fees	0.25%	0.25%		0.00%		0.25%	0.25%
Other Expenses	0.18%	6.07%	(d)	6.07%	(d)	1.02%	2.72%
Total Annual Fund Operating
Expenses	1.39%	7.32%		7.07%		2.27%	3.97%
Fee Waiver/Expense
Reimbursement (c)	N/A	-5.93%		-5.93%		-0.78%	-2.48%
Net Annual Operating
Expenses	1.39%	1.39%		1.14%		1.49%	1.49%

(a)	Sales charges are reduced for purchases of $50,000 or more. See “How shares are priced.”
(b)	The Funds’ Transfer Agent charges a fee of $15 for each wire redemption and $5 for each telephone exchange. At the discretion of the Adviser or Transfer Agent, those fees may be waived.
(c)	On October 1, 2006, the Adviser contractually agreed to waive a portion of its fee or reimburse the Funds to the extent that total ordinary operating expenses during the current fiscal year as a percentage of average net assets exceed 2.50% for the Small Cap Value Fund, 1.49% for the Mid Cap Value Fund, and 1.49% for the All Cap Value Fund. On August 15, 2007, the Adviser contractually agreed, effective October 1, 2007, to waive a portion of its fee or reimburse the Mid Cap Value Fund and the All Cap Value Fund to the extent that total ordinary operating expenses during the current fiscal year as a percentage of average net assets for each Fund exceed 1.39%. On May 17, 2007, the Adviser contractually agreed, effective August 15, 2007, to waive a portion of its fee or reimburse the Small-Mid Cap Value Fund to the extent that total ordinary operating expenses during the current fiscal year as a percentage of average net assets for the Class A Shares exceed 1.39%, and to the extent that total ordinary operating expenses during the current fiscal year as a percentage of average net assets for the Class I Shares exceed 1.14%. The Net Annual Operating Expenses above are presented as if the new expense waivers were in effect for the previous fiscal period. The waiver for the Small Cap Value Fund expires September 8, 2007, subject to renewal at the time the Board of Directors of the Fund considers the continuation of the Investment Advisory Agreement between the Adviser and the Small Cap Value Fund for an additional year. The waivers for the Mid Cap Value Fund and the All Cap Value Fund are in effect through September 30, 2008. The waivers for the Class A Shares and the Class I Shares of the Small-Mid Cap Value Fund are in effect from the inception of the Fund and will expire on September 30, 2009.
(d)	Data for Other Expenses for Class A and Class I Shares of Small-Mid Cap Value Fund is estimated for the initial fiscal year of the Fund. Actual expenses may be higher or lower.

Example

     This example is intended to help you compare the cost of investing in each of the Funds with the cost of investing in other mutual funds. It does not represent each Fund’s actual expenses and returns, either past or future. This example does not reflect sales charges (loads) on reinvested dividends and other distributions. If these sales charges were included, your costs would be higher.

This example assumes that:

• You invest $10,000 in the Fund for the time periods indicated
   
• You redeem all your shares at the end of those periods

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• Your investment has a 5% return each year
   
• You reinvest your dividends and distributions
   
• The Fund’s operating expenses remain the same

     Although your actual costs could be higher or lower, based on these assumptions your costs would be:

	1 Year	3 Years	5 Years	10 Years
Small Cap Value Fund	$585	$   870	$1,176	$2,043
Small-Mid Cap Value Fund
Class A	$585	$1,467	N/A	N/A
Class I	$116	$   992	N/A	N/A
Mid Cap Value Fund	$595	$   980	$1,470	$2,818
All Cap Value Fund	$595	$1,153	$1,982	$4,131

PORTFOLIO HOLDINGS

     A description of each Fund’s policies and procedures with respect to the disclosure of each Fund’s portfolio securities is available in each Fund’s SAI and on the Funds’ website at www.keeleyfunds.com.

MANAGEMENT

     Investment Adviser and Portfolio Manager — The investment adviser for the Funds is Keeley Asset Management Corp. (the “Adviser”), 401 South LaSalle Street, Suite 1201, Chicago, IL 60605. The Adviser supervises, administers and continuously reviews each Fund’s investment program, following policies set by the Funds’ Boards of Directors. As of June 30, 2007, the Adviser had approximately $8.5 billion in assets under management.

     John L. Keeley, Jr., President and Director of the Funds, is the Adviser’s sole shareholder. He has been President and primary investment manager for the Adviser since its incorporation in 1981. He is the Portfolio Manager for the Funds and is primarily responsible for day-to-day management of each of the Funds. The SAI provides additional information about Mr. Keeley’s compensation, other accounts that he manages, and his ownership of securities in the Funds.

Small Cap Value Fund

     The Adviser has provided investment advisory services to the Fund since its inception. The Small Cap Value Fund pays the Adviser a monthly fee at an annual rate of 1.00% for the first $1 billion and 0.90% in excess of $1 billion of the average daily net assets. Until September 8, 2007, the Adviser will waive part of its fee or reimburse the Small Cap Value Fund if its annual operating expenses exceed 2.50% of net assets. This limitation excludes taxes, interest charges, litigation and other extraordinary expenses, and brokerage commissions and other charges from buying and selling the Small Cap Value

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Fund’s securities. The waiver for the Small Cap Value Fund expires September 8, 2007, subject to renewal at the time the Board of Directors of the Fund considers the continuation of the Investment Advisory Agreement between the Adviser and the Small Cap Value Fund for an additional year.

Small-Mid Cap Value Fund

     The Adviser has provided investment advisory services to the Fund since its inception. Both the Class A Shares and the Class I Shares of the Small-Mid Cap Value Fund pay the Adviser a monthly fee at an annual rate of 1.00% of the first $350 million of average daily net assets, 0.90% of the next $350 million of average daily net assets and 0.80% of average daily net assets over $700 million.

     Until September 30, 2009, the Adviser has agreed to waive its management fee or reimburse the Class A Shares for expenses, including organizational expenses, so that the Class A Shares’ total operating expenses (on an annual basis) do not exceed 1.39% of the average daily net assets. Until September 30, 2009, the Adviser has agreed to waive its management fee or reimburse the Class I Shares for expenses, including organizational expenses, so that the Class I Shares’ total operating expenses (on an annual basis) do not exceed 1.14% of the average daily net assets. These limitations exclude taxes, interest charges, litigation and other extraordinary expenses, and brokerage commissions and other charges from buying and selling Fund securities. After such time, the Adviser may voluntarily continue to waive a portion of its management fee or reimburse either the Class A Shares or the Class I Shares for expenses, but it will not be obligated to do so. Any such waiver or reimbursement is subject to later adjustment during the term of the Investment Advisory Agreement to allow the Adviser to recoup amounts waived or reimbursed to the extent actual fees and expenses for a period are less than the expense limitation caps. The Adviser, however, will only be entitled to recoup such amounts for a period of three years following the fiscal year in which such amount was waived or reimbursed.

Mid Cap Value and All Cap Value Funds

     The Adviser has provided investment advisory services to the Funds since their inceptions. Both the Mid Cap Value and the All Cap Value Funds pay the Adviser a monthly fee at an annual rate of 1.00% of the first $350 million of average daily net assets, 0.90% of the next $350 million of average daily net assets and 0.80% of average daily net assets over $700 million.

     On October 1, 2006, the Adviser contractually agreed to waive a portion of its management fee or reimburse the Mid Cap Value and All Cap Value Funds to the extent that total ordinary operating expenses during the current fiscal year as a percentage of average net assets exceed 1.49% for the Mid Cap Value Fund, and 1.49% for the All Cap Value Fund. On August 15, 2007, the Adviser contractually agreed, effective October 1, 2007 through September 30, 2008, to waive a portion of its management fee or reimburse the Mid Cap Value and All Cap Value Funds for expenses, including organizational expenses, so that each Fund’s total operating expenses (on an annual basis) do not exceed 1.39% of each Fund’s average daily net assets. These limitations exclude taxes, interest charges, litigation

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and other extraordinary expenses, and brokerage commissions and other charges from buying and selling Fund securities. After such time, the Adviser may voluntarily continue to waive a portion of its management fee or reimburse either the Mid Cap Value or All Cap Value Funds for expenses, but it will not be obligated to do so. Fee and expense waivers and reimbursements would have the effect of lowering the overall expense ratio for a Fund and increase its overall return to investors. Any such waiver or reimbursement is subject to later adjustment during the term of the Investment Advisory Agreement to allow the Adviser to recoup amounts waived or reimbursed to the extent actual fees and expenses for a period are less than the expense limitation caps. The Adviser, however, will only be entitled to recoup such amounts for a period of three years following the fiscal year in which such amount was waived or reimbursed.

     Fee and expense waivers and reimbursements have the effect of lowering the overall expense ratio for a Fund and increase its overall return to investors. Any such waiver or reimbursement is subject to later adjustment to allow the Adviser to recoup amounts waived or reimbursed to the extent actual fees and expenses for a period are less than the expense limitation caps. The Adviser, however, will only be entitled to recoup such amounts for a period of three years following the fiscal year in which such amount was waived or reimbursed.

     A discussion of the factors considered by the Board in renewing each Fund’s investment advisory contract with the Adviser is included in each Fund’s semi-annual report for the period ending March 31, and a discussion for approving an amendment to the existing investment advisory agreement to include the new Small-Mid Cap Value Fund will be included in the Funds’ Annual Report for the period ending September 30, 2007.

Other Service Providers

     Administrator — U.S. Bancorp Fund Services, LLC performs administrative services for the Funds, including handling required tax returns and various filings, monitoring the Funds’ expenses and compliance issues and other generally administrative matters.

     Distributor — Keeley Investment Corp., member of NASD/SIPC, is the distributor of the Funds’ shares.

     Custodian, transfer agent, and accounting services — U.S. Bank, N.A. provides for the safekeeping of the Funds’ assets. U.S. Bancorp Fund Services, LLC maintains shareholder records, disburses dividends and other distributions, performs fund accounting and performs administrative services on behalf of the Funds.

YOUR INVESTMENT

HOW SHARES ARE PRICED

     The public offering price of each of the Funds’ shares is the net asset value (the value of one share in a Fund), plus a sales charge based on the amount of your purchase.

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     Net asset value — Net asset value (“NAV”) is calculated by dividing a Fund’s total assets, minus any liabilities, by the number of shares outstanding. The NAV is generally calculated as of the close of trading on the New York Stock Exchange (“NYSE”) (usually 4:00 p.m. Eastern Time) every day the NYSE is open.

     The day’s NAV will be used for all buy or sell orders received since the preceding computation.

Here’s how the value of a Fund’s assets is determined:

• A security listed on an exchange or quoted on a national market system is valued at the last sale price or, if it wasn’t traded during the day, at the most recent bid price. Securities traded only on over-the-counter markets are valued at the last sale price on days when the security is traded; otherwise, they’re valued at closing over-the-counter bid prices.
   
• If a security is traded on more than one exchange, it’s valued at the last sale price on the exchange where it’s principally traded.
   
• Debt securities (other than short-term obligations) in normal institutional-size trading units are valued by a service that uses electronic data processing methods, avoiding exclusive reliance on exchange or over-the-counter prices.
   
• Short-term obligations (debt securities purchased within 60 days of their stated maturity date) are valued at amortized cost, which approximates current value.

Fair Valued Securities

• Securities for which market quotations are not readily available and securities for which the Funds have reason to believe the market quote should not be relied upon are valued in accordance with procedures approved by the Funds’ Boards of Directors. Since most of the Funds’ securities are traded on U.S. exchanges, the Funds do not expect that there would be many times when a fair value determination would be required. Although market price is usually the best indicator of value, if there is very little trading in a security, the Funds may determine that the reported market price is not an accurate reflection of the security’s value and should not be relied upon. Other times when a Fund would make a fair value determination would be when trading in a security held by the Fund is halted and not resumed prior to the end of the market close, or if exchanges were required to close before the anticipated end of the trading day. In such cases, the Fund's value for a security may be different from most recent quoted market values, which could affect net asset value and result in a purchaser paying a higher or lower price to purchase Fund shares, and a redeeming shareholder receiving less or more than such shareholder would have received, if market quotations had been available and had been used to establish value.

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     Sales charge — The chart below shows how the sales charge varies with the amount of your purchase for Small Cap Value, Class A Shares of Small-Mid Cap Value, Mid Cap Value and All Cap Value Funds.

	Sales Charge as a Percentage of
			Dealer Reallowance
		Net Amount	as a Percentage of
Single Transaction Amount	Offering Price	Invested	Offering Price
Less than $50,000	4.50%	4.71%	4.00%
$50,000 - less than $100,000	4.00%	4.17%	3.50%
$100,000 - less than $250,000	3.00%	3.09%	2.50%
$250,000 - less than $500,000	2.50%	2.56%	2.00%
$500,000 and over	1.00%	1.01%	0.50%

     Various individuals and organizations who meet a Fund’s requirements may buy Class A Shares at NAV – that is, without the sales charge. Generally, these include institutional investors such as banks and insurance companies, investment advisers and their clients, certain tax-exempt entities (including IRAs, pension and profit sharing plans) with a minimum $25,000 investment, purchasers with brokerage accounts in which they are charged fees based on the value of the account rather than commissions on transactions, sales through certain internet brokers, sales to pension and profit sharing plans for which Charles Schwab acts as a trustee, broker/dealer or recordkeeper, and customers of financial institutions clearing through Charles Schwab. For a more detailed list of those who may qualify for fee waivers, plus a description of the requirements, please see the respective Fund’s SAI.

     All Class I Shares are available at NAV. You may be eligible to buy Class I Shares of the Small-Mid Cap Value Fund. Please see “Buying Shares” under “How to Buy, Sell and Exchange Shares” and refer to the SAI for further details.

     The Funds provide free of charge, through their Website at www.keeleyfunds.com, and in a clear and prominent format, information regarding who is eligible for reduced sales loads or waivers of the sales load, and what information must be provided to qualify. The site includes a hyperlink to that information.

     See also “Right of Accumulation” and “Letter of Intent” under “Shareholder Privileges.”

Distribution Plan (12b-1)

     With the exception of the Class I Shares of the Small-Mid Cap Value Fund, each Fund has adopted a plan under Rule 12b-1 that allows the Fund to pay distribution and other fees for the sale and distribution of its shares and for services provided to shareholders. Under this Plan, the fee is 0.25% per year of a Fund’s average net assets (calculated on a daily basis). Because these fees are paid out of each of the Fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

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     The Distributor and the Adviser may make cash payments, which are referred to as revenue share payments, to dealer firms as incentives to sell a Fund’s shares, to promote retention of their dealer firms’ customers’ assets in the Funds and to reimburse dealer firms for distribution and other expenses. These payments are in addition to any sales load and 12b-1 fees that the dealer firms may receive from each of the Funds or the Distributor. Revenue share payments would come from the Distributor or Adviser’s own resources and not from the Funds, will not change the price of a Fund’s shares and will not reduce the amount of proceeds which a Fund receives from the sale of shares. However, the Distributor or Adviser may be reimbursed for some or all of such payments from the 12b-1 fees paid by a Fund to the Distributor. The amount of such payments could be significant to a dealer firm. The Distributor will determine, in its own judgment, whether to make revenue share payments to any dealer firm.

HOW TO BUY, SELL AND EXCHANGE SHARES

Buying Shares

     While the Small Cap Value, Mid Cap Value and All Cap Value Funds only offer one share class, the Small-Mid Cap Value Fund offers two different share classes: Class A Shares and the Class I Shares. The Class A Shares of the Small-Mid Cap Value Fund are identical to the shares offered by the other Funds. The only difference is the official designation of those shares as Class A Shares.

     Class A Shares and Class I Shares of the Small-Mid Cap Value Fund have different expenses and other characteristics, allowing you to choose the class that best suits your needs. You should consider the amount you want to invest, how long you plan to have it invested, and whether you plan to make additional investments. Please see the SAI for further details. For the purposes of this Prospectus, existing shares in the Small Cap Value, Mid Cap Value and All Cap Value Funds will be considered equivalent to Class A Shares of the Small-Mid Cap Value Fund.

     You can buy a Fund’s shares directly from the Distributor, or from selected broker/ dealers, financial institutions and other service providers. Some of these other parties may be authorized to designate other intermediaries to accept purchase and redemption orders on a Fund’s behalf. If you invest through a third party, policies and fees may differ from those described here. If you are investing through a third party, you should read any program materials they may provide to you before you invest through them.

     Shares of the Funds have not been registered for sale outside of the United States. The Funds generally do not sell shares to investors residing outside the United States, even if they are United States citizens or lawful permanent residents, except to investors with United States military APO or FPO addresses.

     In compliance with the USA Patriot Act of 2001, the Transfer Agent will verify certain information on your Account Application as part of the Funds’ Anti-Money Laundering Program. As requested on the Application, you must supply your full name, date of birth, social security number and permanent street address. If you are a non-individual (such as a

14

corporation, partnership or trust), you must supply your legal name, the address of principal place of business, office or other physical location, taxpayer identification number, and documents that evidence existence of the entity. Mailing addresses containing only a P.O. Box will not be accepted. Please contact the Transfer Agent at 1-888-933-5391 if you need additional assistance when completing your Application.

     If we do not have a reasonable belief of the identity of a customer, the account will be rejected or the customer will not be allowed to perform a transaction on the account until such information is received.

     Each Fund may also reserve the right to close the account within 5 business days if clarifying information/documentation is not received.

     The minimum initial investment for the Small Cap Value, Class A Shares of the Small-Mid Cap Value, the Mid Cap Value and the All Cap Value Funds is $1,000 ($250 for IRAs and Automatic Investment Plan accounts), and the minimum for additional investments in each Fund is $50 and is subject to change at any time.

     Class I Shares are registered to be offered by the Small-Mid Cap Value Fund only and are not subject to a sales charge or any Rule 12b-1 fees. The minimum initial investment for Class I Shares of the Small-Mid Cap Value Fund is $1.0 million, and the minimum for additional investments is $10,000 and is subject to change at any time. The minimum initial investment and the minimum additional investment requirements will not apply to purchases made by tax-exempt entities (including qualified retirement plans) with at least $25.0 million in assets, made through a sponsor or record keeper that aggregates purchases by such plans and maintains shares owned by such plans in a single account. These minimum investment requirements will also not apply to purchases made through a registered investment adviser, provided the purchase is made with related accounts which taken together at the time of purchase total at least $1.0 million. Additionally, the Fund in its sole discretion may waive the minimum initial investment to establish certain Class I Share accounts. Class I Shares carry a $1.0 million minimum initial investment and are only available for purchase by the following qualified institutional investors: a bank, savings institution, trust company, insurance company, investment company, pension or profit sharing trust, or other entity deemed by the principal underwriter to be a financial institution or institutional buyer or a broker-dealer, whether the purchaser is acting for itself or in some fiduciary capacity.

     Your order will be processed at the next calculated appropriate price after a Fund receives your order in proper form. Each Fund may enter into arrangements with third parties, including broker/dealers, financial institutions and other service providers to process purchase and redemption orders on behalf of the Fund on an expedited basis. In those cases, when the third party receives the purchase or redemption order, it will be treated as though the Fund had received the order for purposes of pricing. Payment should be made in U.S. dollars drawn on a U.S. bank, savings and loan, or credit union, or sent by wire transfer. Checks should be made payable to the “KEELEY Small Cap Value Fund,” “KEELEY Small-Mid Cap Value Fund.” “KEELEY Mid Cap Value Fund” or “KEELEY All Cap Value Fund.” The Funds will not accept payment in cash, including cashier’s checks or money orders. Also, to prevent fraud, the Funds will not accept third party checks, U.S.

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Treasury checks, credit card checks, traveler’s checks or starter checks for the purchase of shares. We are unable to accept post dated checks, post dated on-line bill pay checks, or any conditional order or payment.

     If your check is returned for any reason, you’ll be charged a $25 fee as well as for any loss incurred by the Funds.

     While the Funds do not issue stock certificates for shares purchased, you will receive a statement confirming your purchase.

EACH FUND RESERVES THE RIGHT TO REJECT ANY
PURCHASE ORDER IF THE FUND BELIEVES THAT IT IS IN
THE FUND’S BEST INTEREST TO DO SO.

By wire transfer

Opening an account

     If you are making an initial investment in a Fund, before you wire funds, please contact the Transfer Agent at 1-888-933-5391 to make arrangements with a telephone service representative to submit your completed Application via mail, overnight delivery, or facsimile. Upon receipt of your Application, your account will be established and a service representative will contact you within 24 hours to provide an account number and wiring instructions. You may then contact your bank to initiate the wire using the instructions you were given.

• Have your bank wire the amount you want to invest to:

U.S. Bank, N.A. 

777 E. Wisconsin Ave. 

ABA #: 075000022 

Credit U.S. Bancorp Fund Services, LLC 

     Account #: 112-952-137 

Further credit: KEELEY [Fund name here] 

Shareholder name and account number 

     Wired funds must be received prior to 4:00 p.m. EST to be eligible for same day pricing. Neither the Funds nor U.S. Bank, N.A. is responsible for the consequences of delays resulting from the banking or Federal Reserve wire system or from incomplete wiring instructions.

Adding to your account

     For the Small Cap Value Fund, Class A Shares of the Small-Mid Cap Value Fund, the Mid Cap Value Fund and the All Cap Value Fund, you can add to your account anytime in investments of $50 or more. For the Class I Shares of the Small-Mid Cap Value Fund you can add to your account anytime in investments of $10,000 or more. If you are making a subsequent purchase, your bank should wire funds as indicated above. It is essential that

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your bank include complete information about your account in all wire instructions. Prior to sending your wire, please call the Transfer Agent at 1-888-933-5391 to advise them of your intention to wire funds to your account. This will ensure prompt and accurate credit.

By mail

     The Funds do not consider the U.S. Postal Service or other independent delivery services to be its agents. Therefore, deposit in the mail or with such services, or receipt at the Transfer Agent’s post office box, of purchase applications does not constitute receipt by the Transfer Agent of the Funds.

Opening an account

• Write a check for the amount you want to invest, payable to [Fund name here].
  
• Mail your payment with a completed purchase application (included with this prospectus) to:

KEELEY [Fund name here]	For overnight delivery, use this address:
c/o U.S. Bancorp Fund Services, LLC	KEELEY [Fund name here]
P.O. Box 701	c/o U.S. Bancorp Fund Services, LLC
Milwaukee, WI 53201-0701	615 E. Michigan Street, 3rd Floor
	Milwaukee, WI 53202-5207

Selling Shares

     You can redeem your shares in any of the Funds at anytime by mail or telephone for shares you hold directly at the Fund.

     Shareholders who have an IRA or other retirement plan account must indicate on their redemption request whether or not to withhold federal income tax. Redemption requests failing to indicate an election not to have tax withheld will generally be subject to 10% withholding.

     If your account is with the Distributor or a selected broker/dealer, you must give your request to that firm. The broker/dealer is responsible for placing your request and may charge you a fee.

Otherwise, here’s how to sell your shares:

By mail

Send the transfer agent a written redemption request in proper order, including:

• your account name and number
   
• the number of shares or dollar amount to be redeemed
   
• the signature of each registered owner, exactly as the shares are registered

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• documentation required from corporations, executors, administrators, trustees, guardians, agents and attorneys-in-fact

Mail to:	For overnight delivery, use this address:
KEELEY [Fund name here]	KEELEY [Fund name here]
c/o U.S. Bancorp Fund Services, LLC	c/o U.S. Bancorp Fund Services, LLC
P.O. Box 701	615 E. Michigan Street, 3rd Floor
Milwaukee, WI 53201-0701	Milwaukee, WI 53202-5207

     The Funds do not consider the U.S. Postal Service or other independent delivery services to be its agents. Therefore, deposit in the mail or with such services, or receipt at the Transfer Agent’s post office box, of redemption requests does not constitute receipt by the Transfer Agent of the Funds.

     Signature guarantees —If you request a direct redemption of more than $25,000, or you want the proceeds sent to any person, address, or bank not on the account, or the request comes within 15 days of an address change, we require signature guarantees. Signature guarantees are also required when changing account ownership, and when establishing or modifying certain services on an account. In addition to the situations described above, the Fund(s) and/or the Transfer Agent reserve the right to require a signature guarantee in other instances based on the circumstances relative to the particular situation. These guarantees may seem inconvenient, but they’re intended to protect you against fraud. A notary public is not acceptable. The guarantor pledges your signature is genuine and, unlike a notary public, is financially responsible if it is not.

Eligible guarantors include qualified:

• Banks, credit unions and savings associations
   
• Broker/dealers
   
• National securities exchanges
   
• Registered securities associations
   
• Clearing agencies

By phone

     To redeem shares of up to $25,000 by phone, call the Transfer Agent at 1-888-933-5391. The Funds follow procedures to confirm that telephone instructions are genuine and send payment only to the address of record or the designated bank account. The Funds are not liable for following telephone instructions reasonably believed to be genuine.

     If you do not want telephone transaction privileges, check the box on the purchase application.

     Payment —When you sell your shares, the amount of money you receive is based on the NAV next calculated after your request is received. This amount may be more or less than what you paid for the shares.

     When you sell your shares of any Fund, it is a taxable event for federal tax purposes. You may realize a capital gain or loss. You may want to check with your tax adviser.

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     The Funds will send payment for shares redeemed within one or two business days, but no later than the seventh calendar day after receipt of the redemption request by the Transfer Agent. You may request to have a check sent to your address of record, have proceeds wired to your bank account of record, or send funds via electronic funds transfer through the Automated Clearing House (“ACH”) network to a pre-designated account. The Transfer Agent charges a $15 wire fee. There is no charge when proceeds are sent via the ACH system but credit may not be available for 2-3 days.

     The Funds will not send redemption proceeds until checks for the purchase of the shares have cleared — up to 15 days.

     We may suspend redemptions if the New York Stock Exchange closes or for other emergencies. Please see the Funds’ SAIs for details.

     Small accounts —If (i) the value of your account for investments in the Small Cap Value Fund, Class A Shares of the Small-Mid Cap Value Fund, Mid Cap Value Fund or All Cap Value Fund falls below $250, or (ii) the value of your account for investments in the Class I Shares of the Small-Mid Cap Value Fund falls below $500,000, we reserve the right to redeem your shares and send you the proceeds. Currently, however, each Fund’s practice is to maintain small accounts instead of closing them out. In the event that there is a change in this policy, you will receive advance notice.

Exchanging Shares

     You may exchange some or all of your Fund shares between identically registered accounts of the other Funds or for shares in First American Prime Obligations Fund (the “Prime Obligations Fund”). The minimum exchange amount for exchanges between the Funds is $250. The minimum exchange amount for exchanges between any of the Funds and shares in the Prime Obligation Fund is $1,000 for an initial exchange and $250 or more for subsequent exchanges. For exchange purposes, the shares offered by the Small Cap Value, the Mid Cap Value and the All Cap Value Funds shall be deemed to be equivalent to the Class A Shares of the Small-Mid Cap Value Fund, and may be exchanged for Class A Shares of the Small-Mid Cap Value Fund. Class I Shares of the Small-Mid Cap Value Fund may not be exchanged for Class A Shares in any of the Funds, however, you may exchange Class I Shares of the Small-Mid Cap Value Fund for Class A Shares of the Prime Obligations Fund.

     Prior to making such an exchange, you should obtain and carefully read the Prime Obligations Fund’s prospectus. To obtain the Prime Obligations Fund’s prospectus and the necessary exchange authorization forms, call the Transfer Agent at 1-800-248-6314 for Class A Shares of the Funds or 1-888-933-5391 for Class I Shares of the Small-Mid Cap Value Fund. The exchange privilege does not constitute an offering or recommendation on the part of the Funds or Adviser of an investment in the Prime Obligations Fund and may be changed or canceled by the Funds at any time upon 60 days’ notice. The Prime Obligations Fund is not affiliated with the Funds or the Adviser, however, an affiliate of the Transfer Agent and Distributor advises the Prime Obligations Fund. In addition, the Prime

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Obligations Fund’s distributor is entitled to receive a fee from the Class A Shares of the Prime Obligations Fund for distribution services at the annual rate of 0.25% of the average daily net asset value of the shares in connection with these exchanges.

     There is a maximum of four exchanges over 12 months. The exchange must be between identically registered accounts. The Funds consider two exchanges between any of the KEELEY Funds and a different KEELEY Fund (Small Cap Value, Small-Mid Cap Value, Mid Cap Value or All Cap Value), or the Prime Obligations Fund for more than $250,000 within a five business day period to be market timing, and will bar the account holder from making additional purchases in the Funds. See “Frequent Purchases and Redemptions of Fund Shares.”

A Fund’s shares will be redeemed at the next determined NAV after your request is received, and Prime Obligations Fund or different KEELEY Fund shares will be purchased at the per share NAV next determined at or after redemption.

     You also can move your exchanged shares, plus any Prime Obligations Fund or other KEELEY Fund’s shares purchased with reinvested dividends, back into a Fund with no sales charge (as long as your investment remained continuously in the Prime Obligations Fund or KEELEY Fund between withdrawal and reinvestment). However, if you originally invested in Class A Shares or their equivalent and have exchanged into Prime Obligations Fund shares, you may not then move into Class I Shares of the Small-Mid Cap Fund unless you meet the investment minimum of those shares.

     Your exchange is subject to the terms of the Prime Obligations Fund or any of the KEELEY Fund shares. Ask us for a copy of their prospectuses and read them carefully before investing.

     Exchanges can be requested by mail or telephone (unless you refuse telephone transaction privileges on your purchase application). There is a $5 fee for telephone exchanges. The Funds follow procedures to confirm that telephone instructions are genuine. We aren’t liable for following telephone instructions reasonably believed to be genuine.

     An exchange is a taxable event for federal tax purposes. You may realize a capital gain or loss. Be sure to check with your tax adviser before making an exchange.

     The Funds reserve the right to change or eliminate the exchange privilege. If the Funds change that privilege, you will receive advance notice.

FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES

     The Boards of Directors have adopted policies and procedures to discourage frequent trading in the Funds’ shares (often called market timing). The Funds believe that their sales charge (at a maximum of 4.50%) coupled with a maximum of four exchanges per year makes it difficult for a purchaser to utilize the Funds for market timing. Although the Funds do not believe they are subject to the risks of market timing (such as utilizing pricing differentials), frequent trading disrupts the investment strategies of the Funds because it requires the Funds to maintain excess cash or to liquidate investments before they otherwise would do so, which also tends to increase portfolio turnover and brokerage costs and can adversely

20

affect tax efficiency. The Funds’ procedures provide that the Funds will not enter into any agreements or “understandings” with anyone that specifically permit frequent trading. The Funds will attempt to identify purchasers who engage in frequent trading and if and when identified, will bar such purchasers from making additional purchases of Fund shares.

     Although the Funds make efforts to monitor for market timing activities and will seek the assistance of financial intermediaries through which Fund shares are purchased or held, the Funds cannot always identify or detect excessive trading that may be facilitated by financial intermediaries because the intermediary maintains the underlying shareholder account. In an attempt to detect and deter excessive trading in omnibus accounts, the Funds may require intermediaries to impose restrictions on the trading activity of accounts traded through those intermediaries (including prohibiting further transactions by such accounts), may require the intermediaries to provide certain information to the Funds regarding shareholders who hold shares through such accounts or may close the omnibus account (although there can be no assurance that the Funds would do so). The Funds’ ability to impose restrictions for accounts traded through particular intermediaries may vary depending upon the systems’ capabilities, applicable contractual restrictions, and cooperation of those intermediaries. The Funds consider any purchase and redemption of more than $250,000 in any five day business period by the same account holder (in the case of omnibus accounts, the ultimate beneficiary of a sub-account) to fall within its definition of market timing; however, the Funds reserve the right to restrict purchasers, on a case by case basis, who trade less than that amount or make purchases and sales separated by more than five business days.

     There can be no assurance that the Funds will be able to identify or eliminate all market timing activities, and the Funds may not be able to completely eliminate the possibility of excessive trading in certain omnibus accounts and other accounts traded through intermediaries.

DISTRIBUTIONS AND TAXES

Distributions

     The Funds distribute their net investment income and realized capital gains, if any, to shareholders at least once a year. Your dividends and capital gains will be invested in additional shares (of the same class, as applicable) unless you write the Transfer Agent to request otherwise. There is no sales charge on reinvestments.

     If your mailed distribution check cannot be delivered by the U.S. Postal Service, or it remains outstanding for at least six months, the Funds reserve the right to reinvest the distribution amount at the current NAV at the time of such investment until you give us other instructions.

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Taxes

     The Funds may make distributions taxable to you as either ordinary income or capital gains. The rate you pay on capital gains distributions will depend on how long the Funds have held the securities, not on how long you as a shareholder have owned your Fund shares. You will receive an annual statement showing which of your Fund distributions are taxable as ordinary income and which are taxable as capital gains.

     If you sell your Fund shares, it is considered a taxable event for you. Depending on the purchase price and sale price of the shares you sell, you may have a gain or loss on the transaction. You are responsible for any tax liabilities generated by your transaction. An exchange of Fund shares for shares of any other fund will be treated as a sale of the Fund’s shares and is subject to the same tax consequences. Federal law requires the Fund to withhold a percentage of all distributions and redemption proceeds paid to shareholders if they have not provided their correct taxpayer identification number.

     It is important that you consult with your tax adviser on the federal, state and local tax consequences of investing in the Funds that are unique to your tax situation.

SHAREHOLDER PRIVILEGES

     Right of Accumulation (ROA) — You may combine your new purchase with the value of any other shares of the same class for the purpose of qualifying for the lower initial sales charge rates that apply to larger purchases. The applicable sales charge for the new purchase is based on the total of your current purchase plus the value (based on offering price) of all other shares you own. In addition to the shares of that class that you own, you may also combine the value of the shares of that class owned by your spouse for sales charge reductions. To receive a reduced sales charge based on the accumulated value of such accounts, you must notify the Funds in writing at the time of purchase.

     Letter of Intent (LOI) —By signing a LOI you can reduce your sales charge. Your individual purchases will be made at the applicable sales charge based on the amount you intend to invest over a 13-month period. The LOI will apply to all purchases of the same share class of the Funds. Any shares purchased within 90 days of the date you sign the LOI may be used as credit toward completion, but the reduced sales charge will only apply to new purchases made on or after that date in that class. Purchases resulting from the reinvestment of dividends and capital gains do not apply toward fulfillment of the LOI. Shares equal to 4.5% of the amount of the LOI will be held in escrow during the 13-month period following your initial purchase of Fund shares. If, at the end of that time the total amount of purchases made is less than the amount intended, you will be required to pay the difference between the reduced sales charge and the sales charge applicable to the individual purchases had the LOI not been in effect. This amount will be obtained from redemption of the escrow shares. Any remaining escrow shares will be released to you.

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     If you establish a LOI with a Fund, you can aggregate your accounts as well as the accounts of your spouse. However, you will not be allowed to aggregate investments in different share classes of the Funds. You will need to provide written instructions with respect to all other accounts whose purchases should be considered in fulfillment of the LOI.

     Automatic Investment Plan (AIP) —You may buy shares automatically each month, by having $50 or more withdrawn from your bank account and invested in the Small Cap Value Fund, the Class A Shares of the Small-Mid Cap Value Fund, Mid Cap Value Fund or All Cap Value Fund. The minimum to open an AIP account is $250. There is no service fee for this option. To establish the AIP, complete the AIP section on the purchase application or, after your account is established, complete an AIP application (available from each Fund). Under the AIP, you may make regular monthly investments of $50 or more in a Fund directly from your checking or savings account. In order to participate, your financial institution must be a member of the Automated Clearing House (ACH) network. We are unable to debit mutual fund or pass through accounts. If your payment is rejected by the bank, the Transfer Agent will charge a $25 fee to your account. Any request to change or terminate an AIP should be submitted to the Transfer Agent five days prior to the effective date.

THE FUNDS RESERVE THE RIGHT TO MODIFY OR ELIMINATE THESE
PRIVILEGES WITH AT LEAST 30 DAYS NOTICE.

INDIVIDUAL RETIREMENT ACCOUNTS

     The Funds offer a variety of retirement plans that may help you shelter part of your income from taxes. For complete information, including applications, call 1-888-933-5391.

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FINANCIAL HIGHLIGHTS

     The financial highlights table is intended to help you understand the financial performance of the Small Cap Value Fund for the past five (5) years, and of the Mid Cap Value and All Cap Value Funds since their inception dates. The Small-Mid Cap Value Fund commenced operations on August 15, 2007, and as a result, there is no historical financial performance information available at this time. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in the Funds (assuming reinvestment of all dividends and distributions). Except for the information related to the six months ended March 31, 2007, this information has been audited by PricewaterhouseCoopers LLP, the independent registered public accounting firm, whose report, along with the Funds’ financial statements, are included in the annual report. The annual report and the semi-annual report are available upon request.

Small Cap Value Fund

	Six Months
	Ended
	March 31,
	2007			Year Ended September 30,
Per share data (1)	(Unaudited)			2006			2005			2004			2003			2002
Net asset value, beginning
of period	$	23.29		$	21.73		$	16.98		$	12.44		$	10.95		$	11.22
Income from investment
operations:
Net investment loss		(0.06	)		(0.07	)		(0.06	)		(0.06	)		(0.08	)		(0.11	)
Net realized and unrealized
gains on investments		3.92			2.04			5.41			4.60			2.23			0.42
Total from investment operations		3.86			1.97			5.35			4.54			2.15			0.31
Less distributions:
From net realized gain		—	(2 )		(0.41	)		(0.60	)		—			(0.66	)		(0.58	)
Net asset value, end of period	$	27.15		$	23.29		$	21.73		$	16.98		$	12.44		$	10.95
Total return (3) (4)		16.57	%		8.25	%		32.37	%		36.45	%		20.61	%		2.57	%
Ratios/supplemental data:
Net assets, end of period
(in 000’s)	$	4,188,378		$	2,753,840		$	850,184		$	206,976		$	90,471		$	63,894
Ratio of expenses to average
net assets (5)		1.33	%		1.39	%		1.52	%		1.64	%		1.75	%		1.72	%
Ratio of net investment loss
to average net assets (5)		(0.49	)%		(0.47	)%		(0.50	)%		(0.57	)%		(0.68	)%		(0.90	) %
Portfolio turnover rate (4)		25.38	%		17.58	%		22.93	%		29.63	%		38.83	%		45.31	%

(1)	Per share data is for a share outstanding throughout the period. On July 10, 2006, the Board of Directors declared a 2 for 1 stock split. As a result of the split, each share was converted to two shares on that date. Per share data for the past five years is for a share outstanding throughout the period reflecting the impact of the stock split.
(2)	Amount calculated is less than $0.005 per share.
(3)	The total return calculation does not reflect the sales load imposed on the purchase of shares.
(4)	Not annualized for periods less than one year.
(5)	Annualized for periods less than one year.

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Mid Cap Value Fund

							Period from
							August 15, 2005
	Six Months						(Commencement
	Ended			Year Ended			of Operations) to
	March 31, 2007			September 30,			September 30,
Per share data (1)	(Unaudited)				2006			2005
Net asset value, beginning of period		$  10.60			$  10.43			$  10.00
Income from investment operations:
Net investment loss		(0.01	)		(0.08	)		(0.01	)
Net realized and unrealized
gains on investments		1.78			0.25			0.44
Total from investment operations		1.77			0.17			0.43
Net asset value, end of period		12.37			$  10.60			$  10.43
Total return (2) (3)		16.70	%		1.63	%		4.30	%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$64,761			$54,513			$11,469
Ratio of net expenses to average net assets:
Before expense reimbursement (4)		1.50	% (5)		2.27	%		9.87	%
After expense reimbursement (4)		1.50	% (5)		1.94	%		2.00	%
Ratio of net investment loss to average
net assets:
Before expense reimbursement (4)		(0.13	)%		(1.42	)%		(9.19	)%
After expense reimbursement (4)		(0.12	)%		(1.10	)%		(1.32	)%
Portfolio turnover rate (3)		43.78	%		63.76	%		0.00	%

(1)	Per share data is for a share outstanding throughout the period.
(2)	The total return calculation does not reflect the sales load imposed on the purchase of shares.
(3)	Not annualized for periods less than one year.
(4)	Annualized for periods less than one year.
(5)	The ratio of expenses to average net assets includes interest expense, which is excluded for purposes of calculating the expense reimbursement. The before expense reimbursement and after expense reimbursement ratios excluding interest expense were 1.49% and 1.49%, respectively, for the six months ended March 31, 2007.

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All Cap Value Fund

				Period from
				June 14, 2006
	Six Months			(Commencement of
	Ended March 31, 2007			Operations) to
Per share data (1)	( Unaudited)			September 30, 2006
Net asset value, beginning of period		$    9.93			$  10.00
Income from investment operations:
Net investment loss		(0.01	)		(0.01	)
Net realized (and unrealized) gains
(losses) on investments		2.00			(0.06	)
Total from investment operations		1.99			(0.07	)
Less distributions:
Net Investment Income		—	(2 )		—
Net asset value, end of period		$  11.92			$    9.93
Total return (3) (4)		20.07	%		(0.70	)%
Ratios/supplemental data:
Net assets, end of period (in 000’s)		$ 34,154			$ 14,928
Ratio of expenses to average net assets:
Before expenses reimbursement (5)		1.89	% (6)		3.97	%
After expense reimbursement (5)		1.51	% (6)		1.72	%
Ratio of net investment loss to average
net assets:
Before expense reimbursement (5)		(0.63	)%		(2.82	)%
After expense reimbursement (5)		(0.24	)%		(0.57	)%
Portfolio turnover rate (4)		26.74	%		25.66	%

(1)	Per share data is for a share outstanding throughout the period.
(2)	Amount calculated is less than $0.005 per share.
(3)	The total return calculation does not reflect the sales load imposed on the purchase of shares.
(4)	Not annualized for periods less than one year.
(5)	Annualized for periods less than one year.
(6)	The ratio of expenses to average net assets includes interest expense, which is excluded for purposes of calculating the expense reimbursement. The before expense reimbursement and after expense reimbursement ratios excluding interest expense were 1.87% and 1.49%, respectively, for the six months ended March 31, 2007.

26

PRIVACY STATEMENT

     Protecting your personal information is an important priority for us. The Funds’ privacy policy is designed to support this objective. We collect nonpublic personal information about you from the following sources:

• Information we receive from you on applications or on other forms; correspondence or conversations, such as your name, address, social security number, assets, income and date of birth.
   
• Information about your transactions with us, our affiliates or others, such as your account numbers and balances, transaction history, parties to transactions, cost basis information and other financial information.

     The Funds do not disclose any nonpublic information about their current or former consumers or customers to nonaffiliated third parties, except as permitted by law.

     For example, if you maintain a brokerage account with Keeley Investment Corp., the Funds disclose information that they collect to National Financial Services, LLC (a clearing broker) in connection with its services in maintaining accounts and clearing transactions, and to affiliated companies of the Funds, including: Keeley Asset Management Corp., KEELEY Small Cap Value Fund, Inc., KEELEY Funds, Inc. and their service providers.

     Keeley Investment Corp. is the Distributor and Keeley Asset Management Corp. is the Investment Adviser for the Keeley Funds.

     The Funds restrict access to your nonpublic information to those persons who require such information to provide products or services to you, by maintaining physical, electronic and procedural safeguards that comply with federal standards to guard your nonpublic personal information.

HOUSEHOLD DELIVERY OF SHAREHOLDER DOCUMENTS

     To reduce expenses, the Funds may mail only one copy of the Funds’ prospectus, each SAI and each annual and semi-annual report to those addresses shared by two or more accounts. If you wish to receive individual copies of these documents, please call the Funds at 1-888-933-5391 or contact your financial institution. You will begin receiving individual copies thirty days after receiving your request.

PS-1

TO LEARN MORE ABOUT THE FUNDS

Ask for a free copy of the following:

STATEMENT OF ADDITIONAL INFORMATION (SAI). Each Fund’s SAI includes additional information about each respective Fund. The Funds’ SAIs are incorporated by reference and are, therefore, legally a part of this prospectus.

ANNUAL/SEMI-ANNUAL REPORT. Additional information about each Fund’s investments is available in the Funds’ annual and semi-annual reports. The Funds’ annual report includes a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during its last fiscal year.

To obtain a copy of the Funds’ SAIs and annual/semi-annual reports
without charge or to request other information about each Fund:

BY TELEPHONE
Call Toll Free 1-888-933-5391

BY MAIL
Write to: 
KEELEY [Fund name here]
401 South LaSalle Street, Suite 1201
Chicago, IL 60605

BY E-MAIL
Send your request to info@keeleyfunds.com

View online or download the Funds’ prospectuses
and application and the SAIs at the
KEELEY Website: www.keeleyfunds.com

You can review and copy information about the Funds, (including the SAIs) at the Commission’s Public Reference Room in Washington, D.C. You may obtain information on the operation of the Commission’s Public Reference Room by calling the Commission at (202) 551-8090. Reports and other information about each Fund also are available on the EDGAR Database on the Commission’s Internet site at http://www.sec.gov. Copies of this information may also be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing the Commission’s Public Reference Section, Washington, D.C. 20549-0102.

Keeley Small Cap Value Fund, Inc.: SEC file number 811-7760

Keeley Funds, Inc.: SEC file number 811-21761

STATEMENT OF ADDITIONAL INFORMATION
August 15, 2007

KEELEY SMALL CAP VALUE FUND, INC.	401 SOUTH LASALLE STREET
	CHICAGO, ILLINOIS 60605
	312-786-5050
	888-933-5391

This Statement of Additional Information (“SAI”) is not a prospectus, but provides additional information that should be read in conjunction with the current Prospectus of KEELEY Small Cap Value Fund, Inc. (the “Fund”) dated August 15, 2007 and any additional supplements thereto.

A copy of the Prospectus and the Annual and Semi-Annual Reports to Shareholders may be obtained free of charge from the Fund at the address and telephone number listed above.

Audited financial statements, which are contained in the Fund’s Annual Report dated September 30, 2006, are incorporated by reference into this SAI.

TABLE OF CONTENTS

INTRODUCTION	1
GENERAL INFORMATION AND HISTORY	1
INVESTMENT OBJECTIVE, POLICIES AND RISK CONSIDERATIONS	1
INVESTMENT POLICIES AND RISK CONSIDERATIONS	1
INVESTMENT RESTRICTIONS	3
PORTFOLIO TURNOVER	5
MANAGEMENT OF THE FUND	5
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES	10
INVESTMENT ADVISER	10
PORTFOLIO MANAGER	11
ADMINISTRATION SERVICES	11
FUND ACCOUNTANT, CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT	12
NET ASSET VALUE	13
PURCHASES AND REDEMPTION OF SHARES	13
SALES AT NET ASSET VALUE	14
EXCHANGE PRIVILEGE	14
TAXATION	15
DISTRIBUTION OF SHARES	19
RULE 12B-1 DISTRIBUTION PLAN	19
PORTFOLIO TRANSACTIONS AND BROKERAGE	21
PROXY VOTING	22
DISCLOSURE OF PORTFOLIO HOLDINGS	23
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	24
ADDITIONAL INFORMATION	24

INTRODUCTION

      This Statement of Additional Information (“SAI”) contains further discussion of the Fund’s securities and investment techniques that are described in the Prospectus. The information contained in this document is intended solely for investors who have read the Prospectus and are interested in a more detailed explanation of certain aspects of the Fund’s securities and investment techniques. Captions and defined terms in the SAI generally correspond to those captions and terms as defined in the Prospectus.

     This SAI does not constitute an offer to sell securities in any state or jurisdiction in which such offering may not lawfully be made. The delivery of the SAI at any time shall not imply that there has been no change in the affairs of the Fund since the date hereof.

GENERAL INFORMATION AND HISTORY

     The Fund is an open-end diversified management investment company, as defined under the Investment Company Act of 1940 (the “1940 Act”). It was incorporated in Maryland on May 17, 1993, registered under the 1940 Act on July 27, 1993 and commenced operations on October 1, 1993. The Fund has authorized capital of 200,000,000 shares of $0.01 par value common stock. There is no other class of securities authorized or outstanding. All shares have equal voting and liquidation rights, and each share is entitled to one vote on any matters which are presented to shareholders.

INVESTMENT OBJECTIVE, POLICIES AND RISK CONSIDERATIONS

INVESTMENT OBJECTIVE 
The Fund's investment objective is to seek capital appreciation. The Board of Directors may not change the Fund’s investment objective without shareholder approval.

      The Fund seeks to achieve this objective by investing primarily in companies that have a relatively small market capitalization, $2.5 billion or less at time of each investment. The Fund has adopted a policy, which is not a fundamental policy, that under normal market conditions, the Fund will have at least 80% of its net assets plus the amount of any borrowings invested in common stocks and other equity-type securities of such companies. If the Fund changes that policy, it will give shareholders at least 60 days notice of the change. Other equity-type securities include preferred stock, convertible debt securities and warrants. Within this group of companies, the Fund will emphasize five basic categories. The first category is corporate spin-offs. The second is companies involved in various types of corporate restructuring, including acquisitions, recapitalizations and companies emerging from bankruptcy. From time to time, the Fund may invest a significant portion of its net assets in these first two categories. The third category is companies that are trading at prices at or below actual or perceived book value and companies that are undergoing substantial changes, such as significant changes in markets or technologies, management and financial structure. The fourth category is conversions of savings & loan associations and insurance companies from mutual to stock companies. These conversions are usually under-valued in relation to their peer group. The fifth category is distressed utilities. The Adviser believes that this strategy allows the Fund to purchase equity shares with above-average potential for capital appreciation at relatively favorable market prices. Current dividend or interest income is not a factor when choosing securities.

INVESTMENT POLICIES AND RISK CONSIDERATIONS

EQUITY SECURITIES
     The Fund invests in common stocks, which represent an equity interest (ownership) in a business. This ownership interest often gives the Fund the right to vote on measures affecting the company’s organization and operations. The Fund also invests in other types of equity securities, including preferred stocks and securities convertible into common stocks (discussed below). Over time, common stocks historically have provided superior long-term capital growth potential. However, stock prices may decline over short or even extended periods. Stock markets tend to move in cycles, with periods of rising stock prices and periods of falling stock prices. As a result, the Fund should be considered long-term investments, designed to provide the best results when held for several years or more. The Fund may not be suitable investments if you have a short-term investment horizon or are uncomfortable with an investment whose value is likely to vary substantially.

1

     The Fund’s investments in smaller capitalization stocks can involve greater risk than is customarily associated with investing in stocks of larger, more established companies. For example, smaller companies often have limited product lines, markets, or financial resources, may be dependent for management on one or a few key persons, and can be more susceptible to losses. Also, their securities may be thinly traded (and therefore have to be sold at a discount from current prices or sold in small lots over an extended period of time), may be followed by fewer investment research analysts, and may be subject to wider price swings, thus creating a greater chance of loss than securities of larger capitalization companies. In addition, transaction costs in stocks of smaller capitalization companies may be higher than those of larger capitalization companies.

      Because the Fund invests in stocks of issuers with smaller market capitalization, each can be expected to have more difficulty obtaining information about the issuers or valuing or disposing of its securities than it would if it were to concentrate on more widely held stocks.

     DEBT SECURITIES
      The Fund may invest in debt securities of corporate and governmental issuers that are “investment grade” securities (securities within the four highest grades (AAA/Aaa to BBB/Baa) assigned by Standard and Poor’s Corporation (“S&P”) or Moody’s Investor Services, Inc. (“Moody’s”).

      The risks inherent in debt securities depend primarily on the term and quality of the obligations in the Fund’s portfolio as well as on market conditions. In general, a decline in the prevailing levels of interest rates generally increases the value of debt securities, while an increase in rates usually reduces the value of those securities.

      CONVERTIBLE SECURITIES       The Fund may invest in convertible securities. Convertible securities may include corporate notes or preferred stock, but are ordinarily a long-term debt obligation of the issuer convertible at a stated exchange rate into common stock of the issuer. As with all debt securities, the market value of convertible securities tends to decline as interest rates increase and, conversely, to increase as interest rates decline. Convertible securities generally offer lower interest or dividend yields than non-convertible securities of similar quality. However, when the market price of the common stock underlying a convertible security exceeds the conversion price, the price of the convertible security tends to reflect the value of the underlying common stock. As the market price of the underlying common stock declines, the convertible security tends to trade increasingly on a yield basis, and thus may not depreciate to the same extent as the underlying common stock.

      Convertible securities generally rank senior to common stock in an issuer’s capital structure and may entail less risk of declines in market value than the issuer’s common stock. However, the extent to which such risk is reduced depends in large measure upon the degree to which the convertible security sells above its value as a fixed-income security.

      WARRANTS       The Fund may invest in warrants or rights (other than those acquired in units or attached to other securities), which entitle the purchaser to buy equity securities at a specific price for a specific period of time. Warrants and rights have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer.

FOREIGN SECURITIES
      The Fund may invest up to 10% of its net assets in securities of foreign issuers. The Fund does not consider ADRs and securities traded on a U.S. exchange to be foreign.

      Investment in foreign securities may entail a greater degree of risk (including risks relating to exchange rate fluctuations, tax provisions, or expropriation of assets) than does investment in securities of domestic issuers. To the extent positions in portfolio securities are denominated in foreign currencies, the Fund’s investment performance is affected by the strength or weakness of the U.S. dollar against these currencies. For example, if the dollar falls in value relative to the Japanese yen, the dollar value of a Japanese stock held in the portfolio will rise even though the

2

price of the stock remains unchanged. Conversely, if the dollar rises in value relative to the yen, the dollar value of the Japanese stock will fall.

      Investors should understand and consider carefully the risks involved in foreign investing. Investing in foreign securities, which are generally denominated in foreign currencies, involve certain risk considerations not typically associated with investing in U.S. securities. These considerations include: fluctuations in exchange rates of foreign currencies; possible imposition of exchange control regulation or currency restrictions that would prevent cash from being brought back to the United States; less publicly available information with respect to issuers of securities; less governmental supervision of stock exchanges, securities brokers, and issuers of securities; lack of uniform accounting, auditing, and financial reporting standards; lack of uniform settlement periods and trading practices; less liquidity and frequently greater price volatility in foreign markets than in the United States; possible imposition of foreign taxes; possible investment in securities of companies in developing as well as developed countries; and sometimes less advantageous legal, operational, and financial protection applicable to foreign subcustodial arrangements. Although the Fund intends to invest in companies and governments of countries having stable political environments, there is the possibility of expropriation or confiscatory taxation, seizure or nationalization of foreign bank deposits or other assets, establishment of exchange controls, the adoption of foreign government restrictions, or other adverse political, social or diplomatic developments that could affect investment in these nations.

UNSEASONED ISSUERS      The Fund may invest up to 15% of its net assets in the securities of “unseasoned issuers,” defined as those issuers that, together with predecessors, have been in operation for less than three years. The Adviser believes that investing in securities of unseasoned issuers may provide opportunities for long-term capital growth. Because unseasoned issuers have only a brief operating history and may have more limited markets and financial resources, the risks of investing in such securities are greater than with common stock of more established companies.

ILLIQUID SECURITIES      The Fund may invest up to 10% of its net assets in securities for which there is no ready market (“illiquid securities”), including, but not limited to, those securities that are not readily marketable either because they are restricted securities. Restricted securities are securities that have not been registered under the Securities Act of 1933 and are thus subject to restrictions on resale. Under the supervision of the Board of Directors, the Adviser determines the liquidity of each Fund’s investments. Securities that may be sold pursuant to Rule 144A under the Securities Act of 1933 may be considered liquid by the Adviser. A position in restricted securities might adversely affect the liquidity and marketability of a portion of the Fund’s portfolio, and the Fund might not be able to dispose of its holdings in such securities promptly or at reasonable prices. In those instances where the Fund is required to have restricted securities held by it registered prior to sale by the Fund and the Fund does not have a contractual commitment from the issuer or seller to pay the costs of such registration, the gross proceeds from the sale of securities would be reduced by the registration costs and underwriting discounts.

INVESTMENT RESTRICTIONS

     The Fund has adopted certain investment restrictions. Unless otherwise noted, whenever an investment restriction states a maximum percentage of the Fund's assets that may be invested in any security or other asset, such percentage restriction will be determined immediately after and as a result of the Fund's acquisition of such security or other asset. Accordingly, any subsequent change in values, net assets, total assets, or other circumstances will not be considered when determining whether the investment complies with the Fund's investment limitations.

     The Fund has adopted the following fundamental investment restrictions, which cannot be changed without the approval of the holders of the lesser of (i) 67% of the Fund's shares present or represented at a shareholders' meeting at which the holders of more than 50% of such shares are present or represented; or (ii) more than 50% of the outstanding shares of the Fund:

3

1.	With respect to 75% of the Fund's net assets, the Fund will not invest more than 5% of such net assets (valued at the time of investment) in securities of any one issuer, except in U.S. government obligations.
2.	With respect to 75% of the Fund's net assets, the Fund will not acquire securities of any one issuer which at the time of investment represent more than 10% of the voting securities of the issuer.
3.	The Fund will not act as an underwriter or distributor of securities other than its own capital stock, except insofar as it may be deemed an underwriter for purposes of the Securities Act of 1933 on disposition of securities acquired subject to legal or contractual restrictions on resale.
4.	The Fund will not lend money, but this restriction shall not prevent the Fund from investing in (i) a portion of an issue of debt securities or (ii) repurchase agreements.
5.	The Fund will not purchase or sell real estate, interests in real estate or real estate limited partnerships, although it may invest in marketable securities of issuers that invest in real estate or interests in real estate.
6.	The Fund will not pledge any of its assets, except to secure indebtedness permitted by the Fund's investment restrictions.
7.	The Fund will not concentrate its investments by investing 25% or more of the value of the Fund's total assets taken at market value at the time of the investment (other than U.S. government securities) in companies of any one industry.
8.	The Fund will not purchase and sell commodities or commodity contracts except that it may enter into forward contracts to hedge securities transactions made in foreign currencies. This limitation does not apply to financial instrument futures and options on such futures.
9.	The Fund will not borrow, except that the Fund may borrow from banks as a temporary measure amounts up to 10% of its total assets, provided that (i) the total of reverse repurchase agreements and such borrowings will not exceed 10% of the Fund's total assets and (ii) the Fund will not purchase securities when its borrowings (including reverse repurchase agreements) exceed 5% of total assets. The Fund does not currently intend to enter into reverse repurchase agreements.
10.	The Fund will not issue senior securities, except for reverse repurchase agreements and borrowings as permitted by the Fund's other investment restrictions.

     In addition to the fundamental restrictions listed above, the Fund has adopted the following restrictions that may be changed by the Board of Directors without shareholder approval:

1.	The Fund will not invest in interests in oil, gas or other mineral exploration or development programs or leases, although it may invest in marketable securities of issuers engaged in oil, gas or mineral exploration.
2.	The Fund will not invest more than 15% of its net assets (valued at the time of investment) in securities of issuers with less than three years' operation (including predecessors).
3.	The Fund will not invest more than 10% of its net assets in securities for which there is no ready market (including restricted securities and repurchase agreements maturing in more than seven days).
4.	The Fund will not participate in a joint trading account, purchase securities on margin (other than short-term credits as necessary for the clearance of purchases and sales of securities) or sell securities short (unless the Fund owns an equal amount of such securities, or owns securities that are convertible or exchangeable without payment of further consideration into an equal amount of

4

	such securities). The Fund does not currently intend to sell securities short even under the conditions described in Investment Restrictions.
5.	The Fund will not invest for the purpose of exercising control or management of any company.
6.	The Fund will not invest more than 2% of its net assets (valued at the time of investment) in warrants not listed on the New York or American stock exchanges, nor more than 5% of its net assets in warrants. Warrants acquired by the Fund in units or attached to securities are not subject to this restriction.
7.	The Fund will not acquire securities of other investment companies except (i) by purchase in the open market, where no commission or profit to a sponsor or dealer results from such purchase other than the customary broker's commission and (ii) where the acquisition results from a dividend or a merger, consolidation or other reorganization. In addition to this investment restriction, the 1940 Act provides that the Fund may neither purchase more than 3% of the voting securities of any one investment company nor invest more than 10% of the Fund's assets (valued at time of investment) in all investment company securities purchased by the Fund.
8.	The Fund will not invest in, or write, options, puts, calls, straddles or spreads.
9.	The Fund will not invest more than 5% of its net assets in foreign securities.
10.	The Fund will not invest more than 5% of its net assets in forward contracts, financial instrument futures and options on such futures.

     The Fund may make commitments more restrictive than the restrictions listed above so as to permit the sale of shares of the Fund in certain states. Should the Fund determine that a commitment is no longer in the best interest of the Fund and its shareholders, the Fund reserves the right to revoke the commitment by terminating the sale of Fund shares in the state involved.

      The investments and strategies described above are those that are used under normal conditions. During adverse economic, market or other conditions, the Fund may take temporary defensive positions such as investing up to 100% of its assets in investments that would not ordinarily be consistent with the Fund’s objective, including cash and cash equivalents. The Fund may not achieve its goal when so invested. The Fund will do so only if the Adviser believes that the risk of loss outweighs the opportunity for capital gains or higher income. Of course, the Fund cannot guarantee that it will achieve its investment goal when adopting a temporary defensive investment position.

PORTFOLIO TURNOVER

     The Fund calculates portfolio turnover rate by dividing the value of the lesser of purchases or sales of portfolio securities for the fiscal year by the monthly average of the value of portfolio securities owned by the Fund during the fiscal year. A 100% portfolio turnover rate would occur, for example, if all of the portfolio securities (other than short-term securities) were replaced once during the fiscal year. The portfolio turnover rate will vary from year to year, depending on market conditions. Increased portfolio turnover may result in greater brokerage commissions. For the fiscal year ended September 30, 2006, the Fund's portfolio turnover rate was 17.58%.

MANAGEMENT OF THE FUND

GENERAL 
      The Fund's Board of Directors oversees and reviews the Fund's management, administrator and other companies who provide services to the Fund to ensure compliance with investment policies. Fund officers and the administrator are responsible for day-to-day operations. The Adviser is responsible for investment management under the Investment Advisory Agreement. The Fund, the Investment Adviser and the Distributor have each adopted Codes of Ethics under Rule 17j-1 of the Investment Company Act. Those Codes of Ethics permit personnel subject to the Codes to invest in securities, including securities which may be purchased or held by the Fund.

5

      On May 17, 2007, the Board of Directors of the Fund established a Committee of Independent Directors (the “Committee”) to oversee (i) the Fund’s accounting and financial reporting policies and practices, its internal controls and, as appropriate in its judgment, the internal controls of certain service providers; and (ii) the quality and objectivity of the financial statements of the Fund and the independent audits thereof. In addition, the Committee acts as liaison between the Fund’s independent auditors and the full Board and preapproves the scope of the audit and non-audit services the Fund’s independent auditors provide to the Adviser and its affiliates.

DIRECTORS AND OFFICERS 
      The names of the Directors and officers of the Fund, the date each was first elected or appointed to office, and their principal business activities during the past five years and other directorships they hold, are shown below:

Name, Age and	Position(s)	Term of	Principal Occupation(s)	Number of	Other
Address	Held	Office(1)	During the	Portfolios	Directorships
	with the Fund	and	Past Five Years	Overseen	Held Outside
		Length of		Within	the Fund
		Time Served		the Fund	Complex
				Complex
Independent Directors*
Jerome J.	Chairman and	Served as	Executive Vice President and	4	None
Klingenberger(2)	Director	Chairman	Chief Financial Officer for
Age: 51		since 2006;	Grayhill, Inc. (electronic
		Served as	components and control
		Director	systems).
		since
		organization
		in 2005.
John G. Kyle(2)	Director	Served as	Owner and operator of Shell Oil	4	None
Age: 65		Director	Services Stations and Gasoline
		since	Distributor.
		organization
		in 2005.
John F. Lesch(2)(3)	Director	Served as	Attorney with Nisen & Elliott,	4	None
Age: 67		Director	LLC.
		since
		organization
		in 2005.
Walter D. Fitzgerald	Director	Served as	Vice President, RBC Dain	4	None
Age: 65		Director	Rauscher until retirement
		since	June 1, 2005.
		2006.
Sean Lowry(2)	Director	Served as	Executive Vice President of	4	None
Age: 53		Director	Pacor Mortgage Corp.
		since
		organization
		in 2005.

6

Name, Age and	Position(s)	Term of	Principal Occupation(s)	Number of	Other
Address	Held	Office(1)	During the	Portfolios	Directorships
	with the Fund	and	Past Five Years	Overseen	Held Outside
		Length of		Within	the Fund
		Time Served		the Fund	Complex
				Complex
Elwood P. Walmsley(2)	Director	Served as	Owner of J. FitzWoody's	4	None
Age: 66		Director	Lakeshore Grill and
		since	Director of Sales for H.B.
		organization	Taylor
		in 2005.	Company (food services).
Interested Director and Officer*
John L. Keeley, Jr.(4)(5)	Director and	Served as	President and Treasurer of	4	Director of
Age: 67	President	Director and	Keeley Investment Corp.,		Marquette
		President	President of Keeley Asset		National Corp.
		since	Management Corp., President
		organization	and Director of KEELEY Small
		in 2005.	Cap Value Fund, Inc. and
			KEELEY Funds, Inc.

 
 

Officers*
Name, Age and Address	Position(s) Held	Term of	Principal Occupation(s) During the
	with the Fund	Office(1) and	Past Five Years
		Length of
		Time Served
Mark Zahorik	Vice President	Served as	Vice President of Keeley Asset
Age: 45		Vice	Management Corp., Keeley
		President	Investment Corp., KEELEY
		since	Small Cap Value Fund, Inc. since 1997 and
		organization	KEELEY Funds, Inc. since 2005.
		in 2005.
John L. Keeley, III(5)	Vice President	Served as	Vice President of Keeley Asset
Age: 46		Vice	Management Corp., Keeley
		President	Investment Corp. since 2002, and KEELEY
		since	Small Cap Value Fund, Inc. and
		organization	KEELEY Funds, Inc. since 2005.
		in 2005.
Robert Kurinsky	Treasurer and	Served as	Corporate Secretary, Chief Financial Officer
Age: 34	Secretary	Corporate	and General Counsel of Keeley Asset
		Secretary	Management Corp.,  Keeley Investment Corp.,
		since 2006.	Secretary of KEELEY Small Cap Value Fund,
			Inc. and KEELEY Funds, Inc. since 2006;
			Treasurer of KEELEY Small Cap Value Fund,
			Inc. and KEELEY Funds, Inc. since 2007;
			various legal, accounting and risk management
			positions for Driehaus Capital Management,
			Inc. from 2001 to 2006.
Guy Talarico	Chief	Served as	Chief Executive Officer of
Age: 51	Compliance	Chief	ALARIC Compliance Services,
	Officer	Compliance	LLC since 2005; Co-Chief
		Officer since	Executive Officer of EOS Compliance
		organization in	Services, LLC from 2004 to 2005; Senior
		2005.	Director of

7

Officers*
Name, Age and Address	Position(s) Held	Term of	Principal Occupation(s) During the
	with each Fund	Office(1) and	Past Five Years
		Length of
		Time Served
			Investors Bank & Trust
			Institutional Custody Division from
			2001 to 2004; Chief Compliance
			Officer of KEELEY Small Cap
			Value Fund, Inc. since 2005 and KEELEY
			Funds, Inc. since 2005.

____________________
 

*	The business address of the Directors and officers listed above is the address of the Fund: 401 South LaSalle Street, Suite 1201, Chicago, Illinois 60605.
(1)	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.
(2)	Each director maintains a brokerage account with Keeley Investment Corp., the Fund’s principal underwriter.
(3)	Mr. Lesch previously performed legal services (principally related to Federal income tax matters) for Mr. Keeley on an individual basis, unrelated to the business of Keeley Asset Management Corp. or Keeley Investment Corp. Fees paid by Mr. Keeley to Mr. Lesch were approximately $2,941 and, $2,500, and $2,675 for the years ending December 31, 2005, and 2004 and 2003, $2,941 and, $2,500, and $2,675 for the years ending December 31, 2005, and 2004 and 2003, respectively. Mr. Lesch ceased providing any such services in August 2005.
(4)	John L. Keeley, Jr., is considered an “interested director” of the Fund because of his affiliation with Keeley Asset Management Corp.
(5)	John L. Keeley, III is John L. Keeley, Jr.’s son.

At December 31, 2006, the Directors and Officers owned 0.72% of the outstanding shares of the Fund.

      At December 31, 2006, the dollar range of equity securities owned beneficially by each Director of the Fund was as follows:

  Amount Invested Key  

  A. $0 

  B. $1-$10,000 

  C. $10,001-$50,000 

  D. $50,001-$100,000 

  E. over $100,000 

INTERESTED DIRECTOR

Name of Director	Dollar Range of Equity	Aggregate Dollar Range of Equity
	Securities in the Fund	Securities in All Registered Investment
		Companies Overseen by Director in Family of
		Investment Companies
John L. Keeley, Jr.	E.	E.

8

INDEPENDENT DIRECTORS

Name of Director	Dollar Range of Equity	Aggregate Dollar Range of Equity
	Securities in the Fund	Securities in All Registered Investment
		Companies Overseen by Director in Family of
		Investment Companies
John F. Lesch	B.	B.
John G. Kyle	E.	E.
Elwood P. Walmsley	D.	D.
Jerome J. Klingenberger	D.	E.
Sean Lowry	E.	E.
Walter D. Fitzgerald	D.	E.

     With the exception of the Chief Compliance Officer, the officers are "interested persons" of the Fund and are also officers of Keeley Asset Management Corp., Keeley Investment Corp. or its Affiliates, and receive compensation from those companies. They do not receive any compensation from the Fund. The Chief Compliance Officer has a contractual agreement with the Fund, whereby the Fund compensates the Chief Compliance Officer $7,917 monthly. Each "non-interested" Fund Director receives $2,500 from the Fund for each meeting which he attends and an annual retainer of $12,000. In addition to the meeting fee and the annual retainer, the Chairman receives an extra $500 per meeting from the Fund. Regular Board meetings are held quarterly. For the fiscal year ended September 30, 2006, the Fund paid Directors' fees of $85,013. Directors do not receive any pension or retirement plan benefits from the Fund

      The table below shows the compensation which the Fund paid to each of its Directors for the fiscal year ended September 30, 2006. The Fund does not expect to pay any Officer more than $60,000 in its current fiscal period. The only officer who will receive any compensation from the Fund is the CCO:

Name of Person,	Aggregate	Pension or	Estimated Annual	Total
Position	Compensation	Retirement	Benefits Upon	Compensation
	From Fund	Benefits Accrued	Retirement	From Fund and
		As Part		Fund
		of Fund Expenses		Complex
				Paid to Directors
John L. Keeley, Jr.,	None	None	None	None
Director
John F. Lesch, Director	$14,000	None	None	$17,500
John G. Kyle, Director	$14,000	None	None	$17,500
Elwood P. Walmsley,	$14,000	None	None	$17,500
Director
Jerome J. Klingenberger,	$15,000	None	None	$19,500
Director
Sean Lowry, Director	$14,000	None	None	$17,500
Walter D. Fitzgerald,	$12,500	None	None	$15,500
Director

     Officers and Directors of the Fund do not pay sales loads on purchases of Fund shares. The Fund believes the waiver of sales loads for these people is appropriate because the Distributor does not incur any costs related to selling shares to them, nor does it need to keep them advised of Fund activity or performance. In addition, the Fund

9

believes that the waiver of sales load will encourage their ownership of Fund shares, which the Fund believes is desirable.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

     For this purpose "control" means: (i) the beneficial ownership, either directly or through one or more controlled companies, of more than 25% of the voting securities of a company; (ii) the acknowledgment or assertion by either the controlled or controlling party of the existence of control; or (iii) an adjudication under the terms and conditions of the 1940 Act, which has become final, that control exists.

     As of December 31, 2006, the following persons held of record more than 5% of the outstanding shares of the Fund:

Name and Address	Number of Shares	Percentage Owned
Charles Schwab & Co., Inc.	20,801,583.00	15.42%
Special Custody Account for the
Exclusive
Benefit of Customers
101 Montgomery Street
San Francisco, CA 94104
Prudential Investment Management	7,635,516.51	5.66%
Service for the Benefit of Mutual
Fund Clients
100 Mulberry Street
Newark, NJ 07102

     On December 31, 2006, Mr. John L. Keeley, Jr. owned 896,983 shares, and his ownership represented 0.66% of the issued and outstanding shares of common stock of the Fund.

INVESTMENT ADVISER

      Keeley Asset Management Corp., organized in the State of Illinois on December 28, 1981, is the Fund's investment adviser (the "Adviser"). John L. Keeley, Jr. owns all of the stock of the Adviser. Under the Investment Advisory Agreement between the Adviser and the Fund, the Adviser is responsible for administering the Fund's affairs and supervising its investment program and must do so in accordance with applicable laws and regulations. The Adviser also furnishes the Fund's Board of Directors with periodic reports on the Fund's investment performance.

      For its services, the Adviser receives a monthly fee at an annual rate of 1.00% of the average daily net assets of the Fund on the first $1 billion and 0.90% on assets over that amount. The Investment Advisory Agreement provides that until September 8, 2007 the Adviser will waive a portion of its management fee, or reimburse the Fund, to the extent that its total annual operating expenses exceed 2.50%, exclusive of (i) taxes, (ii) interest charges, (iii) litigation and other extraordinary expenses, and (iv) brokers' commissions and other charges relating to the purchase and sale of the Fund's portfolio securities. This expense limitation is subject to renewal at the time the Board of Directors of the Fund considers the continuation of the Investment Advisory Agreement between the Adviser and the Fund for an additional year. The Investment Advisory Agreement also provides that the Adviser shall not be liable to the Fund or its shareholders from or as a consequence of any act or omission of the Adviser, or of any of the directors, officers, employees or agents of the Adviser, in connection with or pursuant to this Agreement, except by willful misfeasance, bad faith or gross negligence on the part of the Adviser in the performance of its duties or by reason of reckless disregard by the Adviser of its obligations and duties under this Agreement. For the fiscal years ended September 30, 2006, 2005 and 2004, the Adviser earned $16,994,526, $4,633,456, and $1,307,148, respectively, in investment advisory fees.

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PORTFOLIO MANAGER

      John L. Keeley, Jr. is the portfolio manager of the Fund. Mr. Keeley is also the portfolio manager for KEELEY Small-Mid Cap Value Fund, KEELEY Mid Cap Value Fund and KEELEY All Cap Value Fund, each a series of KEELEY Funds, Inc., a registered investment company whose individual series had assets of $0 million, $54.5 million and $14.9 million, respectively, as of December 31, 2006. In addition, Mr. Keeley is the President of Keeley Asset Management Corp. an investment adviser to approximately 2,500 individual accounts. These accounts had assets of $3.2 billion as of June 30, 2007, including 5 pooled investment vehicles which had assets of $85.6 million as of June 30, 2007. Four of the pooled investment vehicles, which have assets of $54.8 million as of June 30, 2007, provide for a performance-based fee.

      The Fund, KEELEY Small-Mid Cap Value Fund, KEELEY Mid Cap Value Fund and KEELEY All Cap Value Fund, use the same investment strategy but focus on different issuers:

-the Fund concentrates on small cap stocks,

-KEELEY Small-Mid Cap Value Fund concentrates on small and mid cap stocks,

-KEELEY Mid Cap Value Fund concentrates on mid cap stocks, and

-KEELEY All Cap Value Fund does not have a size limitation or focus, and is expected to invest in stocks of all size issuers.

      A conflict will arise if the Portfolio Manager decides to sell a security which the Fund holds or purchase a security for the Fund at the same time that such security is to be purchased or sold by KEELEY Small-Mid Cap Value Fund, KEELEY Mid Cap Value Fund or KEELEY All Cap Value Fund, the pooled investment vehicles and individual accounts and there is not sufficient trading volume to permit the fill of all of the orders at the same time without affecting the price. Such action could have an effect on the price of the securities, and potentially result in the Fund paying more (with respect to a purchase) or receiving less (with respect to a sale) than might otherwise be the case if only the Fund were purchasing or selling that security. Historically, when the Fund and any of those other accounts purchased or sold the same security on the same day, the Fund received the best price or the same price, and if possible the transactions were averaged. Now that the Portfolio Manager is managing the portfolios of four funds of registered investment companies, if the Fund, KEELEY Small-Mid Cap Value Fund, KEELEY Mid Cap Value Fund and KEELEY All Cap Value Fund buy or sell the same security on the same day, the prices will be averaged and each will receive the same price. If it is not possible to fill all of the orders for the same security for the Fund and other accounts managed by the Adviser, the securities purchased or sold will be allocated among the purchasers or sellers proportionate to the number of shares which each requested to purchase or sell.

      Mr. Keeley does not receive any compensation specifically for acting as portfolio manager of the Fund. However, as the sole shareholder of the Investment Adviser, he has the benefit of 100% of the management fees paid by the Fund to the Adviser, after payment by the Adviser of all of its expenses.

ADMINISTRATION SERVICES

      U.S. Bancorp Fund Services LLC (“U.S. Bancorp”), 615 E. Michigan Street, 3rd Floor, Milwaukee, WI 53202, is the Administrator for the Fund beginning January 1, 2007. U.S. Bancorp assists in preparing and filing the Fund's federal and state tax returns and required tax filings (other than those required to be made by the Fund's Custodian or Transfer Agent), participates in the preparation of the Fund's registration statement, proxy statements and reports, prepares state securities law compliance filings, oversees the Fund’s fidelity insurance relationships, compiles data for and prepares notices to the Securities and Exchange Commission, prepares annual and semiannual reports to the Securities and Exchange Commission and current shareholders, monitors the Fund's expense accounts, the Fund's status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), the Fund's arrangements with respect to services provided pursuant to the Fund's Distribution Plan, compliance with the Fund's investment policies and restrictions and generally assists in the Fund's administrative operations. UMB Fund Services, Inc. (“UMB”) is the former Administrator of the Fund.

11

      The Administrator, at its own expense and without reimbursement from the Fund, furnishes office space and all necessary office facilities, equipment, supplies and clerical and executive personnel for performing the services required to be performed by it under the Administration Agreement.

     Fees for U.S. Bancorp Fund Services LLC beginning after September 30, 2006 for Fund Administration and Fund Accounting (combined) are based upon the average daily net assets of the Complex, .03% on the Complex’s daily net assets on the first $500 million, .0275% on the Complex’s next $500 million, .0225% on the Complex’s next $500 million, .0175% on the Complex’s next $3.5 billion, and .015% on the balance, plus out of pocket expenses. These fees were changed in addition to the Fund Administration fees of UMB through December 31, 2006.

FUND ACCOUNTANT, CUSTODIAN, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

FUND ACCOUNTANT 
     U.S. Bancorp acts as the fund accountant for the Fund. U.S. Bancorp's principal business address is 615 East Michigan Street, Milwaukee, WI, 53202-0701. U.S. Bancorp services include maintaining portfolio records; obtaining prices for portfolio positions; determining gains/losses on security sales; calculating expense accrual amounts; recording payments for Fund expenses; accounting for fund share purchases, sales, exchanges, transfers, dividend reinvestments and other fund share activity; maintaining a general ledger for the Fund; determining net asset values of the Fund; calculating net asset value per share and maintaining tax accounting records for the investment portfolio.

     For its services as Fund accountant, U.S. Bancorp receives a fee based upon the average daily net assets of the Fund. The fee is computed at the annual rate of $33,000 for the first $100 million of the Fund's average daily net assets, 0.0150% on the Fund's average daily net assets from $100 to $300 million, and 0.010% on the remainder of the Fund’s average daily net assets. The fee is computed daily and paid monthly. U.S. Bancorp received fees of $225,310, 37,313 and $33,701 from the Fund for the years ended September 30, 2006, 2005 and 2004, respectively.

     Fees for U.S. Bancorp Fund Services LLC beginning after September 30, 2006 for Fund Administration and Fund Accounting (combined) are based upon the average daily net assets of the Complex, .03% on the Complex’s daily net assets on the first $500 million, .0275% on the Complex’s next $500 million, .0225% on the Complex’s next $500 million, .0175% on the Complex’s next $3.5 billion, and .015% on the balance, plus out of pocket expenses.

CUSTODIAN 
      U.S. Bank, N.A., (the "Custodian") 1555 N. River Center Drive, Suite 302, Milwaukee, WI 53212, is the custodian for the Fund. The Custodian is responsible for holding all securities and cash of the Fund, receiving and paying for securities purchased, delivering against payment for securities sold, receiving and collecting income from investments, making all payments covering expenses of the Fund, and performing other administrative duties, all as directed by authorized persons of the Fund. The Custodian does not exercise any supervisory function in such matters as purchase and sale of portfolio securities, payment of dividends, or payment of expenses of the Fund. The Fund has authorized the Custodian to deposit certain portfolio securities in central depository systems as permitted under federal law. The Fund may invest in obligations of the Custodian and may purchase or sell securities from or to the Custodian.

     For its services as Custodian, U.S. Bank, N.A received a fee based upon the average daily net assets of the Fund. The fee was computed at the annual rate of 0.01% for the first $100 million of the Fund's average daily net assets, 0.0075% on the next $800 million of the Fund's average daily net assets and 0.0050% on the remainder of the Fund’s average daily net assets, with a minimum of $6,000 per year. The fee was computed daily and paid monthly. After September 30, 2006, Custody fees are based on the average daily net assets of the complex, .0075% of the 1st $1 billion, .00625% on the next $1 billion, .005% on the balance, plus out of pockets.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT 
      U.S. Bancorp acts as the Transfer and Dividend Disbursing Agent for the Fund. U.S. Bancorp’s services include printing, postage, forms, stationary, record retention, mailing, insertion, programming, labels, shareholder lists, and proxy

12

expenses. These fees and reimbursable expenses may be changed from time to time subject to mutual written agreement between U.S. Bancorp and the Fund and with the approval of the Board of Directors.

     Under this Agreement, U.S. Bancorp receives orders for the purchase of shares; processes purchase orders and issues the appropriate number of uncertificated shares; processes redemption requests; pays money in accordance with the instructions of redeeming shareholders; transfers shares; processes exchanges between funds within the same family of funds; transmits payments for dividends and distributions; maintains current shareholder records; files U.S. Treasury Department Form 1099s and other appropriate information required with respect to dividends and distributions for all shareholders; provides shareholder account information upon request; mails confirmations and statements of account to shareholders for all purchases, redemptions and other confirmable transactions as agreed upon with the Fund; and, monitors the total number of shares sold in each state.

     For its services as Transfer Agent and Dividend Disbursing Agent, U.S. Bancorp receives a fee of $16.00 per direct account and $13.00 per Level 3 account plus 0.005% of average daily net assets up to $1 billion and 0.002% of average daily net assets in excess of $1 billion, with a $30,000 per year minimum fee plus out of pocket expenses for services through September 30, 2006.

     After September 30, 2006, Transfer Agent and Dividend Disbursing Agent fees are $16.00 per direct account, $13.00 for the 1st 100,000 Level 3 accounts, $11.50 for the next 50,000 Level 3 accounts, and $10.00 for the balance of the Level 3 accounts plus 0.005% of average daily net assets up to $1 billion and 0.002% of average daily net assets in excess of $1 billion, plus out of pocket expenses. The minimum annual fee is $30,000.

NET ASSET VALUE

     For purposes of computing the net asset value of a share of the Fund, securities listed on an exchange, or quoted on a national market system are valued at the last sales price at the time of valuation or lacking any reported sales on that day, at the most recent bid quotations. Securities traded on only the over-the-counter markets are valued on the basis of the closing over-the-counter bid prices when there is no last sale price available. Securities for which quotations are not available and any other assets are valued at a fair value as determined in good faith by the Board of Directors. Money market instruments having a maturity of 60 days or less from the valuation date are valued on an amortized cost basis.

     The Fund's net asset value will not be determined on any day on which the New York Stock Exchange is not open for trading. That Exchange is regularly closed on Saturdays and Sundays and on New Year's Day, the third Monday in January, the third Monday in February, Good Friday, the last Monday in May, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. If one of these holidays falls on a Saturday or Sunday, the Exchange will be closed on the preceding Friday or the following Monday, respectively.

     The Fund has elected to be governed by Rule 18f-1 under the 1940 Act. As a result of this election, the Fund must redeem shares solely in cash up to the lesser of $250,000 or 1% of the net asset value of the Fund during any 90 day period for any one shareholder. Redemptions in excess of those above amounts will normally be paid in cash, but may be paid wholly or partly by a distribution of Fund portfolio securities.

     Investments by corporations must include a certified copy of corporate resolutions indicating which officers are authorized to act on behalf of the account. Investments by trustees must include a copy of the title and signature page of the trust agreement and pages indicating who is authorized to act.

PURCHASES AND REDEMPTION OF SHARES

     For information on purchase and redemption of shares, see "How to buy, sell and exchange shares" in the Fund's Prospectus. The Fund may suspend the right of redemption of shares of the Fund for any period: (i) during which the New York Stock Exchange is closed other than customary weekend and holiday closing or during which trading on the New York Stock Exchange is restricted; (ii) when the Securities and Exchange Commission determines that a state of emergency exists which may make payment or transfer not reasonably practicable; (iii) as the Securities and Exchange Commission may, by order, permit for the protection of the security holder of the Fund;

13

or (iv) at any other time when the Fund may, under applicable laws and regulations, suspend payment on the redemption of its shares.

SALES AT NET ASSET VALUE

      Purchases of the Fund's shares at net asset value may be made by the following persons: (a) tax-exempt entities (including pension and profit sharing plans and IRAs) whose minimum initial investment is $25,000 or more, or which are made through a sponsor or record keeper which aggregates purchases by such plans and maintains shares owned by such plans in a single account, (b) nondealer assisted (or assisted only by the Distributor) purchases by a bank or trust company in a single account where such bank or trust company is named as trustee and the minimum initial investment is over $25,000, (c) nondealer assisted (or assisted only by the Distributor) purchases by banks, insurance companies, insurance company separate accounts and other institutional purchasers, (d) a registered investment adviser purchasing shares on behalf of a client or on his or her own behalf through an intermediary service institution offering a separate and established program for registered investment advisers and notifying the Fund and its Distributor of such arrangement, (e) any current or retired Officer, Director or employee, or any member of the immediate family of such person, of the Fund, Adviser, Distributor or any affiliated company thereof, (f) the Fund's Adviser, Distributor or any affiliated company thereof, (g) any employee benefit plan established for employees of the Adviser, Distributor, or its affiliates, (h)advisory clients of the Adviser, (i) registered representatives and their spouses and minor children and employees of Selected Dealers, (j) for-fee clients of investment advisers registered under the Investment Advisers Act of 1940, who have for-fee clients with at least $25,000 of net asset value of shares in the Fund after giving effect to the purchase, and who have directed their for fee clients to the Fund, (k) shareholders of the Fund, solely with respect to their reinvestment of dividends and distributions from the Fund, (l) shares exchanged in accordance with the Fund's exchange privilege on which a sales charge has been paid (or no sales charge was due because the purchaser had the right to purchase at net asset value) in connection with the previous purchase of shares of the Fund, KEELEY Mid Cap Value Fund or KEELEY All Cap Value Fund (see "Exchange Privilege"), (m) employees, pension, profit sharing and retirement plans of the Administrator of and of counsel to the Fund, (n) consultants to the Adviser of the Fund or the Fund, their employees and pension, profit sharing and retirement plans for those employees, (o) pension, profit sharing and retirement plans for employees of Directors and employees of business entities owned and controlled by Directors of the Fund, (p) sales to broker-dealers who conduct their business with their customers principally through the Internet and who do not have registered representatives who actively solicit those customers to purchase securities, including shares of the Fund; (q) sales through a broker-dealer to its customer under an arrangement in which the customer pays the broker-dealer a fee based on the value of the account, in lieu of transaction based brokerage fees and (r) investors in Schwab Mutual Fund Marketplace® (MFMP) (i) who are investment advisers, investment consultants or financial planners who place trades for their own accounts or the accounts of their clients and who charge a management consulting or other fee for their services; (ii) who are clients of such investment advisers, investment consultants or financial planners who place trades for their own accounts if the accounts are linked to the master account of such investment adviser, investment consultant or financial planner on Schwab’s system; (iii) who are customers of financial institutions clearing transactions through Schwab; or (iv) who are participants (including personal choice retirement accounts or otherwise) in retirement and deferred compensation plans and trusts used to fund those plans, including, but not limited to, those defined in Section 401(a), 403(b) or 457 of the Internal Revenue Code and “rabbi trusts” for which (X) Schwab acts as broker-dealer (Y) The Charles Schwab Trust Company acts as trustee of the trust funds under the Plans and/or (Z) Schwab Retirement Plan Services, Inc. or another entity acts as record keeper.

     In the opinion of the Fund's management, these sales will result in less selling effort and expense. In order to qualify for these waivers, sufficient information must be submitted at the time of purchase with the application to determine whether the account is entitled to the waiver of the sales charge.

EXCHANGE PRIVILEGE

      Investors may exchange shares of the Fund having a value of $250 or more for Class A shares of KEELEY Small-Mid Cap Value Fund, for shares of KEELEY Mid Cap Value Fund and KEELEY All Cap Value Fund at their net asset value and at a later date exchange such shares and shares purchased with reinvested dividends for shares of the Fund at net asset value. Investors may also exchange shares of the Fund having a value of $1,000, for an initial exchange, and $250 or more, for subsequent exchanges, for shares of First American Prime Obligations Fund (the "Prime Obligations Fund"). An investor is limited to 4 exchanges in each 12 month period. Investors who are

14

interested in exercising the exchange privilege should first contact the Fund to obtain instructions and any necessary forms. The exchange privilege does not in any way constitute an offering or recommendation on the part of the Fund or the Adviser of an investment in the Prime Obligations Fund, KEELEY Small-Mid Cap Value Fund, KEELEY Mid Cap Value Fund or KEELEY All Cap Value Fund. Any investor who considers making such an investment through the exchange privilege should obtain and review the prospectuses of the Prime Obligations Fund, KEELEY Small-Mid Cap Value Fund, KEELEY Mid Cap Value Fund and KEELEY All Cap Value Fund before exercising the exchange privilege. The Distributor is entitled to receive a fee from Prime Obligations Fund for certain distribution and support services at the annual rate of 0.002% of the average daily net asset value of the shares for which it is the holder or dealer of record.

      The exchange privilege will not be available if (i) the proceeds from a redemption of shares are paid directly to the investor or at his or her discretion to any persons other than the Prime Obligations Fund, KEELEY Small-Mid Cap Value Fund, KEELEY Mid Cap Value Fund or KEELEY All Cap Value Fund or (ii) the proceeds from redemption of the shares of the Prime Obligations Fund are not immediately reinvested in shares of the Fund. The exchange privilege may be terminated by the Fund at any time.

     For federal income tax purposes, a redemption of shares pursuant to the exchange privilege will result in a capital gain if the proceeds received exceed the investor's tax-cost basis of the shares redeemed. Such a redemption may also be taxed under state and local tax laws, which may differ from the Code.

TAXATION

      Set forth below is a discussion of certain U.S. federal income tax issues concerning the Fund and the purchase, ownership and disposition of Fund shares. This discussion does not purport to be complete or to deal with all aspects of federal income taxation that may be relevant to shareholders in light of their particular circumstances. Unless otherwise noted, this discussion assumes you are a shareholder who is a U.S. person, as defined for U.S. federal income tax purposes, and that you hold your shares as a capital asset. This discussion is based upon present provisions of the Code, the regulations promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change, which change may be retroactive. Prospective investors should consult their own tax advisors with regard to the federal tax consequences of the purchase, ownership, or disposition of Fund shares, as well as the tax consequences arising under the laws of any state, non-U.S. country, or other taxing jurisdiction.

      The Fund intends to elect to be treated and to qualify annually as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”).

      To qualify for the favorable U.S. federal income tax treatment generally accorded to regulated investment companies, the Fund must, among other things, (a) derive in each taxable year at least 90% of its gross income from dividends, interest, payments with respect to securities loans and gains from the sale or other disposition of stock, securities or non-U.S. currencies, other income derived with respect to its business of investing in such stock, securities or currencies, or interests in “qualified publicly traded partnerships,” as defined in the Code; (b) diversify its holdings so that, at the end of each quarter of the taxable year, (i) at least 50% of the value of the Fund’s assets is represented by cash and cash items (including receivables), U.S. Government securities, the securities of other regulated investment companies and other securities, with such other securities of any one issuer limited for the purposes of this calculation to an amount not greater than 5% of the value of the Fund’s total assets and not greater than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its total assets is invested in the securities(other than U.S. Government securities or the securities of other regulated investment companies) of a single issuer, or two or more issuers that the Fund controls and are engaged in the same, similar or related trades or businesses, or the securities of one or more qualified publicly traded partnerships; and (c) distribute at least 90% of its investment company taxable income (as that term is defined in the Code, but without regard to the deduction for dividends paid), and 90% of its net tax-exempt interest income in each year.

      As a regulated investment company, the Fund generally will not be subject to U.S. federal income tax on its investment company taxable income and net capital gain (the excess of net long-term capital gain over net short-term capital loss), if any, that it distributes to shareholders. The Fund may retain for investment its net capital gain. However, if the Fund retains any net capital gain or any investment company taxable income, it will be subject

15

to tax at regular corporate rates on the amount retained. If the Fund retains any net capital gain, it may designate the retained amount as undistributed capital gains in a notice to its shareholders who, if subject to U.S. federal income tax on long-term capital gains, (i) will be required to include in income for U.S. federal income tax purposes, as long-term capital gain, their share of such undistributed amount and (ii) will be entitled to credit their proportionate shares of the tax paid by the Fund on such undistributed amount against their U.S. federal income tax liabilities, if any, and to claim refunds to the extent the credit exceeds such liabilities. For U.S. federal income tax purposes, the tax basis of shares owned by a shareholder of the Fund will be increased by an amount equal to the difference between the amount of undistributed capital gains included in the shareholder’s gross income and the tax deemed paid by the shareholder under clause (ii) of the preceding sentence. The Fund intends to distribute to its shareholders, at least annually, substantially all of their investment company taxable income and net capital gain.

      Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% excise tax. To prevent imposition of the excise tax, the Fund must distribute during each calendar year an amount at least equal to the sum of (1) 98% of its ordinary income (not taking into account any capital gains or losses) for the calendar year, (2) 98% of its capital gains in excess of its capital losses (adjusted for certain ordinary losses) for the one-year period ending October 31 of the calendar year, and (3) any ordinary income and capital gains for previous years that were not distributed during those years and on which the Fund paid no U.S. federal income tax. To prevent application of the excise tax, the Fund intends to make its distributions in accordance with the calendar year distribution requirement. A distribution will be treated as paid on December 31 of the current calendar year if it is declared by the Fund in October, November or December with a record date in such a month and paid by the Fund during January of the following calendar year. Such distributions will be taxable to shareholders in the calendar year in which the distributions are declared, rather than the calendar year in which the distributions are received.

      If the Fund failed to qualify as a regulated investment company or failed to satisfy the 90% distribution requirement in any taxable year, the Fund would be taxed in the same manner as an ordinary corporation on its taxable income (even if such income were distributed to its shareholders) and distributions to shareholders would not be deductible by the Fund in computing its taxable income. Additionally, all distributions out of earnings and profits would be taxed to shareholders as ordinary dividend income. Such distributions generally would be eligible (i) to be treated as “qualified dividend income,” as discussed below in the case of noncorporate shareholders and (ii) for the dividends received deduction under Section 243 of the Code (the “Dividends Received Deduction”) in the case of corporate shareholders.

      DISTRIBUTIONS       Dividends paid out of the Fund’s investment company taxable income will generally be taxable to a shareholder as ordinary income to the extent of the Fund’s current and accumulated earnings and profits, whether paid in cash or reinvested in additional shares. A distribution of an amount in excess of the Fund’s current and accumulated earnings and profits will be treated by a shareholder as a return of capital that is applied against and reduces the shareholder’s basis in his or her shares. To the extent that the amount of any such distribution exceeds the shareholder’s basis in his or her shares, the excess will be treated by the shareholder as gain from a sale or exchange of the shares.

      Such dividends may qualify for the Dividends Received Deduction and the reduced rate of taxation that applies to “qualified dividend income” received by individuals under Section 1(h)(11) of the Code. For taxable years beginning before January 1, 2011, qualified dividend income received by noncorporate shareholders is taxed at rates equivalent to long-term capital gain tax rates, which reach a maximum of 15%. Qualified dividend income generally includes dividends from domestic corporations and dividends from non-U.S. corporations that meet certain specified criteria, although dividends paid by REITs will not generally be eligible to qualify as qualified dividend income. The Fund generally can pass the tax treatment of qualified dividend income they receive through to Fund shareholders. For the Fund to receive qualified dividend income, the Fund must hold the stock associated with an otherwise qualified dividend for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date (or more than 90 days during the 181-day period beginning 90 days before the ex-dividend date, in the case of certain preferred stocks). In addition, the Fund cannot be obligated to make payments (pursuant to a short sale or otherwise) with respect to substantially similar or related property. The same provisions, including the holding period requirements, apply to each shareholder’s investment in the Fund. For taxable years beginning on or

16

after January 1, 2011, qualified dividend income will no longer be taxed at the rates applicable to long-term capital gains, and the maximum individual tax rate on long-term capital gains will increase to 20%, unless Congress enacts legislation providing otherwise.

      Distributions of net capital gain, if any, designated as capital gain dividends are taxable to a shareholder as long-term capital gains, regardless of how long the shareholder has held Fund shares. Shareholders receiving distributions in the form of additional shares, rather than cash, generally will have a cost basis in each such share equal to the fair market value of a share of the Fund on there investment date.

      Shareholders will be notified annually as to the U.S. federal tax status of distributions, and shareholders receiving distributions in the form of additional shares will receive a report as to the net asset value of those shares.

      For a description of the Fund’s distribution policies, see “Distributions and Taxes” in the Fund’s Prospectus.

      SALE OR EXCHANGE OF FUND SHARES       Upon the sale or other disposition of shares of the Fund that a shareholder holds as a capital asset, such a shareholder may realize a capital gain or loss that will be long-term or short-term, depending upon the shareholder’s holding period for the shares. Generally, a shareholder’s gain or loss will be a long-term gain or loss if the shares have been held for more than one year. The maximum long-term capital gains rate for individuals is 15% (with lower rates for individuals in the 10% and 15% tax brackets) for taxable years beginning before January 1, 2011. Thereafter, the maximum rate will increase to 20%, unless Congress enacts legislation providing otherwise.

      Any loss realized on a sale or exchange will be disallowed to the extent that shares disposed of are replaced (including through reinvestment of dividends) within a period of 61 days beginning 30 days before and ending 30 days after disposition of the original shares. In such a case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. In addition, any loss realized by a shareholder on a disposition of Fund shares held by the shareholder for six months or less will be treated as a long-term capital loss to the extent of any distributions of net capital gain received or deemed received by the shareholder with respect to such shares.

      NATURE OF FUND’S INVESTMENTS       Certain of the Fund’s investment practices are subject to special and complex U.S. federal income tax provisions that may, among other things, (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions, including the Dividends Received Deduction, (ii) convert lower taxed long-term capital gain or qualified dividend income into higher taxed short-term capital gain or ordinary income, (iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (iv) cause the Fund to recognize income or gain without a corresponding receipt of cash, (v) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (vi) adversely alter the characterization of certain complex financial transactions, and (vii) produce income that will not count toward the 90% of gross income requirement necessary for the Fund to qualify as a regulated investment company under the Code.

     The Fund may make certain tax elections in order to mitigate the effect of these provisions. The Fund’s investment program and the tax treatment of Fund distributions may be affected by Internal Revenue Service interpretations of the Code and future changes in tax laws and regulations.

OPTIONS AND FUTURES CONTRACTS The Fund’s transactions in options and futures contracts, if any, will be subject to special provisions of the Code that, among other things, may affect the character of gains and losses realized by the Fund (i.e., may affect whether gains or losses are ordinary or capital), may accelerate recognition of income to the Fund and may defer Fund losses. These rules could, therefore, affect the character, amount and timing of distributions to shareholders. These provisions also (a) will require the Fund to mark-to-market certain types of the positions in its portfolio (i.e., treat them as if they were closed out), and (b) may cause the Fund to recognize income without receiving cash with which to make distributions in amounts necessary to satisfy the 90% distribution requirement for

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qualifying to be taxed as a regulated investment company and the 98% distribution requirement for avoiding excise taxes.

NON-U.S. TAXES       Since the Fund may invest in non-U.S. securities, their income from such securities may be subject to non-U.S. taxes. Tax conventions between certain countries and the United States may reduce or eliminate such taxes.

PASSIVE FOREIGN INVESTMENT COMPANY       If the Fund purchases shares in a “passive foreign investment company” (a “PFIC”), the Fund may be subject to U.S. federal income tax on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the Fund to its shareholders. Additional charges in the nature of interest may be imposed on the Fund in respect of deferred taxes arising from such distributions or gains. If the Fund were to invest in a PFIC and elected to treat the PFIC as a “qualified electing fund” under the Code (a “QEF”), in lieu of the foregoing requirements, the Fund would be required to include in income each year a portion of the ordinary earnings and net capital gain of the QEF, even if not distributed to the Fund. Alternatively, the Fund can elect to mark-to-market at the end of each taxable year its shares in a PFIC; in this case, the Fund would recognize as ordinary income any increase in the value of such shares, and as ordinary loss any decrease in such value to the extent it did not exceed prior increases included in income. Under either election, the Fund might be required to recognize in a year income in excess of its distributions from PFICs and its proceeds from dispositions of PFIC stock during that year, and such income would nevertheless be subject to the distribution requirement applicable to regulated investment companies and would be taken into account for purposes of the nondeductible 4% excise tax (described above). Dividends paid by PFICs will not be treated as qualified dividend income.

CURRENCY FLUCTUATIONS       Under Section 988 of the Code, gains or losses attributable to fluctuations in exchange rates between the time the Fund accrues income or receivables or expenses or other liabilities denominated in a non-U.S. currency and the time the Fund actually collects such income or receivables or pays such liabilities are generally treated as ordinary income or loss. Similarly, gains or losses on non-U.S. currency forward contracts and the disposition of debt securities denominated in non-U.S. currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss.

RECOGNITION OF INCOME IN THE ABSENCE OF CASH       Investments by the Fund in zero coupon or other discount securities will result in income to the Fund equal to a portion of the excess of the face value of the securities over their issue price (the “original issue discount”) each year that the securities are held, even though the Fund receives no cash interest payments. In other circumstances, whether pursuant to the terms of a security or as a result of other factors outside the control of the Fund, the Fund may recognize income without receiving a commensurate amount of cash. Such income is included in determining the amount of income that the Fund must distribute to maintain its status as a regulated investment company and to avoid the payment of federal income tax and the nondeductible 4% excise tax. Because such income may not be matched by a corresponding cash distribution to the Fund, the Fund may be required to borrow money or dispose of other securities to be able to make distributions to its shareholders.

      The Code imposes constructive sale treatment for U.S. federal income tax purposes on certain hedging strategies with respect to appreciated financial positions. Under these rules, taxpayers will recognize gain, but not loss, with respect to securities if they enter into short sales or “offsetting notional principal contracts” (as defined by the Code) with respect to, or futures or forward contracts to deliver, the same or substantially identical property, or if they enter into such transactions and then acquire the same or substantially identical property. The Secretary of the Treasury is authorized to promulgate regulations that will treat as constructive sales certain transactions that have substantially the same effect as these transactions.

INVESTMENTS IN SECURITIES OF UNCERTAIN TAX CHARACTER       The Fund may invest in preferred securities, convertible securities or other securities the U.S. federal income tax treatment of which is uncertain or subject to recharacterization by the Internal Revenue Service. To the extent the tax treatment of such securities or income differs from the tax treatment expected by the Fund, it could

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affect the timing or character of income recognized by the Fund, requiring the Fund to purchase or sell securities, or otherwise change its portfolio, in order to comply with the tax rules applicable to regulated investment companies under the Code.

BACKUP WITHHOLDING       The Fund may be required to withhold U.S. federal income tax from all taxable distributions and redemption proceeds payable to shareholders who fail to provide the Fund with their correct taxpayer identification number or to make required certifications, or who have been notified by the Internal Revenue Service that they are subject to backup withholding. The backup withholding percentage is 28% for amounts paid through 2010, after which time the rate will increase to 31% absent legislative change. Corporate shareholders and certain other shareholders specified in the Code generally are exempt from such backup withholding. This withholding is not an additional tax. Any amounts withheld may be credited against the shareholder’s U.S. federal income tax liability, provided the required information is furnished to the Internal Revenue Service.

REGULATIONS ON “REPORTABLE TRANSACTIONS”       Under Treasury regulations, if a shareholder recognizes a loss with respect to Common Shares of $2 million or more for an individual shareholder or $10 million or more for a corporate shareholder in any single taxable year (or a greater loss over a combination of years), the shareholder must file with the Internal Revenue Service a disclosure statement on Form 8886. Direct shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a regulated investment company are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all regulated investment companies. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.

OTHER TAXES Fund shareholders may be subject to state, local and non-U.S. taxes on their Fund distributions. Shareholders are advised to consult their own tax advisors with respect to the particular tax consequences to them of an investment in the Fund.

DISTRIBUTION OF SHARES

     Keeley Investment Corp. (the “Distributor”) acts as the principal underwriter for the Fund under an Underwriting Agreement between it and the Fund. The Distributor is a registered broker-dealer under the Securities Act of 1934, member of the National Association of Securities Dealers, Inc. (NASD), the Securities Investor Protection Corporation (SIPC), and an affiliate of the Adviser.

     The Underwriting Agreement provides that the Distributor will use its best efforts to distribute the shares of the Fund on a continuous basis and will receive commissions on such sales as described in the Prospectus under "How Shares are Priced." The Distributor bears the costs of advertising and any other costs attributable to the distribution of the shares of the Fund. (A portion of these costs may be reimbursed by the Fund pursuant to the Fund's Distribution Plan (the "Plan") described below. The Distributor may receive brokerage commissions for executing portfolio transactions for the Fund. The Distributor may enter into sales agreements with other entities to assist in the distribution effort. Any compensation to these other entities will be paid by the Distributor from the proceeds of the sales charge. The Distributor may also compensate these entities out of the distribution fee received from the Fund. For the years ended September 30, 2006, 2005 and 2004, the Distributor received $310,583, $639,346, and $170,768, respectively, in front-end sales commissions and paid $4,132,341, $493,939 and $119,045, respectively, of such proceeds to dealers as sales concessions as described in the Prospectus.

RULE 12B-1 DISTRIBUTION PLAN

     The Fund adopted a Plan of Distribution pursuant to Rule 12b-1 of the Investment Company Act of 1940 (the "Plan"). The Plan was adopted in anticipation that the Fund will benefit from the Plan through increased sales of shares of the Fund thereby reducing the Fund's expense ratio and providing an asset size that allows the Adviser greater flexibility in management. The Plan may be terminated at any time by a vote of the Directors of the Fund

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who are not interested persons of the Fund and who have no direct or indirect financial interest in the Plan or any agreement related thereto (the "Rule 12b-1 Directors") or by a vote of a majority of the outstanding shares of the Fund. Any change in the Plan that would materially increase the distribution expenses of the Fund provided for in the Plan requires the approval of the shareholders and the Board of Directors, including the Rule 12b-1 Directors.

      Pursuant to the Plan, the Fund will pay directly or reimburse the Distributor a 12b-l distribution and other fee equal to the amounts specified in the Fund’s Prospectus. These fees will be used to pay distribution expenses directly or shall reimburse the Distributor for costs and expenses incurred in connection with distributing and marketing shares of the Fund. Such distribution costs and expenses may include (i) advertising by radio, television, newspapers, magazine, brochures, sales literature, direct mail or any other form of advertising, (ii) expenses of sales employees and agents of the Distributor, including salary or a portion thereof, commissions, travel and related expenses, (iii) payments to broker-dealers and financial institutions for services in connection with the distribution of shares, including fees calculated with reference to the average daily net asset value of shares held by shareholders who have a brokerage or other service relationships with the broker-dealer or institution receiving such fees, (iv) costs of printing prospectuses and other material to be given or sent to prospective investors, and (v) such other similar services as the Board of Directors of the Fund determines to be reasonably calculated to result in the sale of shares of the Fund.

      The Distributor may elect to make payments on behalf of the Fund to broker-dealers, participating financial institutions and other securities professionals ("Service Providers") for services provided by such third parties to the Fund (or their shareholders) that are not distribution related. Those non-distribution related services can include, without limitation, maintaining accounts and records for shareholders of the Fund, aggregating orders with respect to purchases and sales of shares of the Fund, and any other similar services provided to the Fund. Under those circumstances, the Fund will reimburse the Distributor for such payments, provided that the total amount of expenses paid to the Distributor under the Plan for such services is limited to 0.25% of the average daily net assets of the Fund.

     While the Plan is in effect, the selection and nomination of Directors who are not interested persons of the Fund will be committed to the discretion of the Directors of the Fund who are not interested persons of the Fund. The Board of Directors of the Fund must review the amount and purposes of expenditures pursuant to the Plan quarterly as reported to it by the Adviser. The Plan will continue in effect for as long as its continuance is specifically approved at least annually by a majority of the Directors, including the Rule 12b-1 Directors.

     For the years ended September 30, 2006, 2005 and 2004, the Distributor received $ 310,583, $99,777 and $70,662, respectively, under the Plan. During the same periods, the Fund paid an additional $4,132,341, $227,363 and $122,569, respectively, pursuant to the Plan, all of which represented compensation to dealers.

     Amounts paid under the Plan (which may not exceed a maximum monthly percentage of 1/12 of 0.25% (0.25% per annum) of the Fund's average daily net assets) are paid to the Distributor in connection with its services as distributor. Payments, if any, are made monthly and are based on reports submitted by the Distributor to the Fund which sets forth all amounts expended by the Distributor pursuant to the Plan. Under no circumstances will the Fund pay a fee, pursuant to the Plan, the effect of which would be to exceed the National Association of Securities Dealers' ("NASD") limitations on asset based compensation described below.

     The NASD has rules which may limit the extent to which the Fund may make payments under the Plan. Although the NASD's rules do not apply to the Fund directly, the rules apply to members of the NASD such as the Distributor and prohibit them from offering or selling shares of the Fund if the sale charges (including 12b-1 fees) imposed on such shares exceed the NASD's limitations.

     The rules impose two related limits on 12b-1 fees paid by investors: an annual limit and a rolling cap. The annual limit is 0.75% of assets (with an additional 0.25% permitted as a service fee). The rolling cap on the total of all sales charges (including front end charges, contingent deferred sales charges and asset based charges such as 12b-1 payments) is 6.25% of new sales (excluding sales resulting from the reinvestment of dividends and distributions) for funds that charge a service fee and 7.25% of new sales for funds that do not assess a service fee.

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     Whether the rolling applicable maximum sales charge has been exceeded requires periodic calculations of the Fund's so-called "remaining amount." The remaining amount is the amount to which the Fund's total sales charges are subject for purposes of ensuring compliance with the NASD limits. The Fund's remaining amount is generally calculated by multiplying the Fund's new sales by its appropriate NASD maximum sales charge (6.25% or 7.25%). From this amount is subtracted the Fund's sales charges on the new sales and the 12b-1 payments accrued or paid over the period. The Fund's remaining amount increases with new sales of the Fund (because the Fund's front-end sales charge is less than the applicable NASD maximum) and decreases as the 12b-1 charges are accrued. The NASD rules permit the remaining amount to be credited periodically with interest based on the rolling balance of the remaining amount. If the Fund's remaining amount reaches zero, it must stop accruing its 12b-1 charges until it has new sales that increase the remaining amount. The Fund's remaining amount may be depleted as a result of the payment of 12b-1 fees if, for example, the Fund experiences an extended period of time during which no new sales are made or during which new sales are made but in an amount insufficient to generate increases in the remaining amount to offset the accruing 12b-1 charges.

PORTFOLIO TRANSACTIONS AND BROKERAGE

PORTFOLIO TRANSACTIONS 
     The Adviser has discretion to select brokers and dealers to execute portfolio transactions initiated by the Adviser and to select the markets in which such transactions are to be executed. The primary responsibility regarding portfolio transactions is to select the best combination of price and execution for the Fund. When executing transactions for the Fund, the Adviser will consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of the commission. The Adviser may select the Distributor to execute portfolio transactions, subject to best price and execution. In any such transaction, the Distributor will charge commissions at a substantial discount from retail rates, regardless of the size of the transaction. Portfolio transactions executed by the Distributor will comply with all applicable provisions of Section 17(e) of the 1940 Act. Transactions of the Fund in the over-the-counter market may be executed with primary market makers acting as principal except where the Adviser believes that better prices and execution may be obtained elsewhere. The Adviser will not allocate brokerage on the basis of the sale of Fund shares; however, the Adviser may allocate brokerage to broker-dealers (including the Distributor) who have sold shares of the Fund, but any such allocation will be based on price and execution, and not the sale of Fund shares. In accordance with the provisions of Rule 12b-1(h), the Fund has implemented and the Board of Directors of the Fund has approved policies and procedures reasonably designed to prevent the use of brokerage on Fund securities transactions to promote or sell shares of the Fund.

BROKERAGE 
     In selecting brokers or dealers to execute particular transactions and in evaluating the best price and execution available, the Adviser is authorized to consider "brokerage and research services" (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934), statistical quotations, specifically the quotations necessary to determine the Fund's asset value, and other information provided to the Fund or the Adviser. The Adviser is also authorized to cause the Fund to pay a broker or dealer who provides such brokerage and research services a commission for executing a portfolio transaction which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction. The Adviser must determine in good faith, however, that such commission was reasonable in relation to the value of the brokerage and research services provided, viewed in terms of that particular transaction or in terms of all the accounts over which the Adviser exercises investment discretion. It is possible that certain of the services received by the Adviser attributable to a particular transaction will benefit one or more other accounts for which the Adviser has investment discretion. The "bunching" of orders for the sale or purchase of marketable portfolio securities with other accounts under management of the Adviser to save brokerage costs or average prices among them is not deemed to result in a securities trading account.

     In valuing research services, the Adviser makes a judgment of the usefulness of research and other information provided by a broker to the Adviser in managing the Fund's investment portfolio. In some cases, the information, (e.g., data or recommendations concerning particular securities) relates to the specific transaction placed with the broker but for greater part the research consists of a wide variety of information concerning companies, industries, investment strategy and economic, financial and political conditions and prospects, useful to the Adviser in advising the Fund.

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     The Adviser is the principal source of information and advice to the Fund and is responsible for making and initiating the execution of investment decisions by the Fund. However, the Board of Directors of the Fund recognizes that it is important for the Adviser, in performing its responsibilities to the Fund, to continue to receive the broad spectrum of economic and financial information that many securities brokers have customarily furnished in connection with brokerage transactions, and that in compensating brokers for their services, it is in the interest of the Fund to take into account the value of the information received for use in advising the Fund. The extent, if any, to which the obtaining of such information may reduce the expenses of the Adviser in providing management services to the Fund is not determinable. In addition, the Board of Directors understands that other clients of the Adviser might also benefit from the information obtained for the Fund, in the same manner that the Fund might also benefit from the information obtained by the Adviser in performing services for others.

     Although investment decisions for the Fund are made independently from those for other investment advisory clients of the Adviser, the same investment decision may be made for both the Fund and one or more other advisory clients. If both the Fund and other clients purchase or sell the same class of securities on the same day, to the extent the adviser is able to do so, the transactions will be allocated as to amount and price in a manner considered equitable to each. There may be circumstances under which, if orders are not placed with or through the same broker or executed in the same market, such allocation will not be possible. In those cases, each client will receive the price on its individual order, and the Fund may therefore have higher or lower prices for securities purchased or sold on the same day by the Adviser for other clients.

     For the years ended September 30, 2006, 2005 and 2004, the Fund paid to brokers, other than the Distributor brokerage commissions totaling $538,650, $0 and $250, respectively, on transactions having a total market value of $223,170,586, $0 and $69,747, respectively. For the years ended September 30, 2006, 2005 and 2004, the Fund paid the Distributor brokerage commissions of $4,984,751, $468,702 and $258,240, respectively, on transactions involving the payment of commissions having a total market value of $2,007,165,482, $137,772,207 and $63,961,868, respectively. Of the brokerage commissions paid by the Fund for the years ended September 30, 2006, 2005 and 2004, 90.3%, 100.0% and 99.9%, respectively, were paid to the Distributor and such commissions paid to the Distributor were paid in connection with transactions involving securities having a market value equal to 90.0%, 100.0% and 99.9%, respectively, of the total market value of securities on which the Fund paid commissions. The above does not include principal transactions when the Fund purchases securities directly from NASD marketmakers on a principal basis. During the fiscal year ended September 30, 2006, the Fund did not acquire securities of its regular brokers or dealers or their parents.

PROXY VOTING

     As the beneficial owner of Fund securities, the Fund, through its Board of Directors, has the right and the obligation to vote the Fund’s portfolio securities. The Board of Directors has delegated the power to vote Fund securities to its investment adviser. The Adviser has adopted proxy voting policies and procedures for all of its clients, including the Fund. Those policies and procedures will govern the Fund’s voting of portfolio securities, except to the extent varied by the Fund’s Policies and Procedures, in which case the Fund’s policies and procedures will govern.

     The Fund’s Policies and Procedures are based on the following assumptions:

- - Voting rights have economic value.
- - There is a duty to cast an informed vote.
- - Fund securities must be voted in a way that benefits the Fund and its shareholders solely.

     The following is a summary of the manner in which the Fund would normally expect to vote on certain matters that typically are included in the proxies that the Fund receives each year; however, each proxy needs to be considered separately and the Fund's vote may vary depending upon the actual circumstances presented. Proxies for extraordinary matters, such as mergers, reorganizations and other corporate transactions, are necessarily considered on a case-by-case basis in light of the merits of the individual transactions.

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1)	The Fund will vote securities with management on routine matters (e.g., election of Directors, ratification or selection of Accountants).
2)	The Fund will rely upon the Adviser’s analysis of other management proposals, which it will make on a case by case basis (e.g., executive compensation, stock option plans, indemnification of Directors).
3)	The Fund will oppose anti-takeover proposals (e.g., supermajority amendments, unequal voting rights plans), except where special circumstances dictate otherwise.
4)	On matters relating to social and political responsibility, unless in the Adviser’s judgment a vote in one direction or the other is likely to have a material effect on the market value of Fund securities, the Fund will abstain.

     All other issues brought forth will be reviewed by the Adviser on a case by case basis with the sole aim of enhancing the value of Fund assets.

      Although the Adviser does not anticipate that voting will generally present a conflict of interest between the Fund on the one hand and the person exercising the vote, the Adviser, the Distributor or affiliated persons of the Adviser or the Distributor, the Adviser recognizes that it is possible that a conflict of interest could arise. If the Adviser identifies a situation which it believes presents a conflict of interest, if the matter is one for which the Fund’s proxy policies as set forth above require a specific vote (e.g. an anti-takeover matter), then the proxy will be voted in accordance with the predetermined policy without regard to the conflict. If there is no predetermined policy, or if the policy requires management to exercise judgment, then (i) if the perceived conflict involves the person exercising voting judgment on behalf of the Fund but does not involve the Adviser, Distributor or any other person controlling those entities, the exercise of voting judgment will be made by another officer of the Fund who does not have the conflict (ii) if there is no other officer of the Fund who does not have a perceived conflict or the conflict involves the Adviser, the Distributor or someone who controls either of them, the Adviser will seek approval of its vote from the Independent Directors (which approval need not be at a meeting but may be by separate telephone conferences, depending on the time available to vote) or (iii) the Adviser may retain an independent third party to make a determination as to the appropriate vote on the matter, and may cast the vote in accordance with the determination.

     Every August the Fund files with the Securities and Exchange Commission information regarding the voting of proxies for securities of the Fund for the 12-month period ending the preceding June 30th. Shareholders will be able to view such filings on the Commission's website at http://www.sec.gov. Shareholders may also obtain a copy of the Proxy Voting Policies and the Fund’s proxy voting record by contacting the Fund at 800-533-5344 (toll-free).

DISCLOSURE OF PORTFOLIO HOLDINGS

      The Fund has adopted a policy that it will disclose publicly Fund portfolio holdings (other than to rating agencies and third party service providers) only when that information is filed with the Securities and Exchange Commission (“SEC”) or sent to shareholders pursuant to annual, semi-annual or quarterly reports. In most cases, this information will be filed with the SEC sixty days after the date of public disclosure. Information may be sent to shareholders earlier than sixty days after its date, but in such cases, the information will be sent to all shareholders at the same time. The Fund discloses holdings on a monthly basis to certain rating and ranking organizations, including: Standard & Poor's, Bloomberg, Thomson Financial, Lipper and Morningstar. The Fund discloses its holdings on a quarterly basis to Vickers. The Fund has no special agreements with the rating and ranking organizations that require they keep the information provided to them confidential or that impose restrictions on them with respect to trading based on the disclosure of such information. No information is released until it is at least 15 days old and all information is sent to all parties at the same time. The Fund discloses portfolio information to the Fund’s third-party service providers, without lag, as part of the Fund’s normal investment activities. Third-party service providers receive portfolio holdings information more frequently than this information is filed with the SEC or sent to shareholders, when there is a legitimate business purpose for such disclosure. These third-party service providers include U.S. Bancorp Fund Services, LLC, the Fund’s administrator, transfer agent, and fund accountant; U.S. Bank N.A., the Fund’s custodian; the Fund’s pricing service, IDC; the Fund’s independent

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registered accountant, PricewaterhouseCoopers, LLP, and the Fund’s Counsel, Bell, Boyd & Lloyd LLP. The Fund’s contracts with the administrator, transfer agent, fund accountant, and custodian include provisions that require they treat all information that they receive from the Fund as confidential, not use that information for any purpose other than to perform their obligations under their contracts with the Fund, and not disclose that information to any third-party without written authorization from the Fund or pursuant to court order.

      The Fund’s Chief Compliance Officer (“CCO”) reviews the policies and procedures of the Fund’s third-party service providers to ensure that their policies and procedures restrict trading based on information they receive from clients, and provide for confidential handling of client information. Under the Fund’s policies, no one has authority to make any other disclosure of portfolio information. Officers and directors of the Fund and the Adviser, and officers of the Distributor who are also officers of the Fund or the Adviser of necessity have access to information about the Fund and its investments, including its portfolio holdings, but the Fund and the Fund’s Adviser and Distributor have adopted policies and procedures to prevent the unfair use by them of nonpublic information. The Fund’s code of ethics also prohibits access persons (who include officers and directors of the Fund) from buying and selling securities which the Fund is buying or selling or considering buying or selling, except with the prior approval of John Keeley (or in the case of his trades, another officer designated by the Board).

      Personal trading information is compiled and reviewed monthly by the CCO, and quarterly by the Board. It is against the policy of the Fund for the Fund or its Adviser to receive compensation for the disclosure of portfolio holdings information. The portfolio holdings disclosure policy of the Fund has been approved by the Board and under the Fund’s procedures, may only be changed with Board approval. The Board reviews the portfolio holdings disclosure policy on an annual basis to determine whether it is in the best interest of the shareholders. The Fund’s policies and procedures regarding disclosure of portfolio information are tested periodically by the Fund’s CCO, and the Board of the Fund reviews the operations of those policies and procedures at each meeting of the Board.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      PricewaterhouseCoopers LLP, 100 East Wisconsin Avenue, Suite 1800, Milwaukee, Wisconsin 53202, audits and reports on the Fund's annual financial statements, reviews certain regulatory reports, reviews the Fund's income tax returns, and performs other professional accounting, auditing, tax and advisory services when engaged to do so by the Fund.

ADDITIONAL INFORMATION

SHAREHOLDER MEETINGS
      The Articles of Incorporation do not require that the Fund hold annual or regular shareholder meetings. Meetings of the shareholders may be called by the Board of Directors and held at such times the Directors, from time to time determine, for the purpose of the election of Directors or such other purposes as may be specified by the Directors.

REMOVAL OF DIRECTORS BY SHAREHOLDERS
      The Fund's By-Laws contain procedures for the removal of Directors by its shareholders. At any meeting of shareholders, duly called and at which a quorum is present, the shareholders may, by the affirmative vote of the holders of a majority of the votes then entitled to vote at an election of Directors, remove any Director or Directors from office and may elect a successor or successors to fill any resulting vacancies for the unexpired terms of removed Directors.

      Upon the written request of the holders of shares entitled to not less than ten percent (10%) of all of the votes entitled to be cast at such meeting, the Secretary of the Fund shall promptly call a special meeting of shareholders for the purpose of voting upon the question of removal of any Director. Whenever ten or more shareholders of record who have been such for at least six months preceding the date of application, and who hold in the aggregate either shares having a net asset value of at least $25,000 or at least one percent (1%) of the total outstanding shares, whichever is less, shall apply to the Fund's Secretary in writing, stating that they wish to communicate with other shareholders with a view to obtaining signatures to a request for a meeting as described above and accompanied by a form of communication and request which they wish to transmit, the Secretary shall within five business days after such application either; (i) afford to such applicants access to a list of the names and addresses of all shareholders as recorded on the books of the Fund; or (ii) inform such applicants as to the

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approximate number of shareholders of record and the approximate cost of mailing to them the proposed communication and form of request.

      If the Secretary elects to follow the course specified in clause (ii) of the last sentence of the preceding paragraph the Secretary, upon the written request of such applicants, accompanied by a tender of the material to be mailed and of the reasonable expenses of mailing, shall, with reasonable promptness, mail such material to all shareholders of record at their addresses as recorded on the books unless within five business days after such tender the Secretary shall mail to such applicants and file with the Securities and Exchange Commission (the "SEC"), together with a copy of the material to be mailed, a written statement signed by at least a majority of the Board of Directors to the effect that in their opinion either such material contains untrue statements of fact or omits to state facts necessary to make the statements contained therein not misleading, or would be in violation of applicable law, and specifying the basis of such opinion.

     After opportunity for hearing upon the objections specified in the written statement so filed, the SEC may, and if demanded by the Board of Directors or by such applicants shall, enter an order either sustaining one or more of such objections or refusing to sustain any of them. If the SEC shall enter an order refusing to sustain any of such objections, or if, after the entry of an order sustaining one or more of such objections, the SEC shall find, after notice and opportunity for hearing, that all objections so sustained have been met, and shall enter an order so declaring, the Secretary shall mail copies of such material to all shareholders with reasonable promptness after the entry of such order and the renewal of such tender.

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PART C
Item 23.	Exhibits
(a)(1)	Articles of Incorporation of KEELEY Small Cap Value Fund, Inc., dated May 14, 1993.(1)
(a)(2)	Amendment to Articles of Incorporation, dated July 2, 2004.(6)
(a)(3)	Certificate of Correction, dated August 13, 2007.
(b)(1)	By-laws of KEELEY Small Cap Value Fund, Inc., as amended through December 2, 1996.(1)
(b)(2)	Amendment to By-laws, to create office of Chief Compliance Officer.(6)
(c)	None.
(d)(1)	Investment Advisory Agreement by and between KEELEY Small Cap Value Fund, Inc. and Keeley Asset Management Corp., dated September 8, 1993.(1)
(d)(2)	Modification of Fee Under Investment Advisory Agreement, dated January 31, 2006.(8)
(e)(1)	Underwriting Agreement by and between KEELEY Small Cap Value Fund, Inc. and Keeley Investment Corp., dated September 8, 1993.(1)
(e)(2)	Form of Broker/Dealer Agreement by and between Keeley Asset Management Corp. and selected Broker/Dealers.(6)
(f)	None.
(g)(1)	Amended Custodian Agreement by and between KEELEY Small Cap Value Fund, Inc. and Firstar Trust Company (f/k/a First Wisconsin Trust Company), amended as of November 12, 1997.(2)
(g)(2)	Addendum to Amended Custody Agreement by and between KEELEY Small Cap Value Fund, Inc. and Firstar Bank Milwaukee, N.A. (f/k/a Firstar Trust Company), dated September 30, 1998.(3)
(g)(3)	Second Amendment to the Custody Agreement, dated August 1, 2005.
(g)(4)	Third Amendment to the Custody Agreement, dated October 1, 2006.
(h)(1)	Fund Accounting Servicing Agreement by and between KEELEY Small Cap Value Fund, Inc. and U.S. Bancorp Fund Services, LLC, dated January 13, 2006.
(h)(2)	First Amendment to the Fund Accounting Servicing Agreement, dated October 1, 2006.
(h)(3)	Transfer Agent Agreement by and between KEELEY Small Cap Value Fund, Inc. and Firstar Trust Company, dated September 8, 1993.(1)

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(h)(4)	Addendum to Transfer Agent Agreement by and between KEELEY Small Cap Value Fund, Inc. and Firstar Mutual Fund Services, LLC (f/k/a Firstar Trust Company), dated September 30, 1998.(3)
(h)(5)	Addendum to Transfer Agent Servicing Agreement by and between KEELEY Small Cap Value Fund, Inc. and US Bancorp Fund Services, LLC (f/k/a Firstar Mutual Fund Services, LLC, f/k/a Firstar Trust Company) , dated as of January 1, 2002.(5)
(h)(6)	Amendment to the Transfer Agent Servicing Agreement, dated January 1, 2002.(5)
(h)(7)	Amendment to the Transfer Agent Servicing Agreement, dated May 16, 2005.
(h)(8)	Amendment to the Transfer Agent Servicing Agreement, dated January 13, 2006.
(h)(9)	Ninth Amendment to the Transfer Agent Servicing Agreement, dated October 1, 2006.
(h)(10)	Tenth Amendment to the Transfer Agent Servicing Agreement, dated May 17, 2007.
(h)(11)	Fund Administration Servicing Agreement by and between KEELEY Small Cap Value Fund, Inc. and U.S. Bancorp Fund Services, LLC, dated October 1, 2006.
(i)	Opinion of Venable, LLP.
(j)	Consent of PricewaterhouseCoopers LLP.
(l)	Subscription Agreement by and between John L. Keeley, Jr. and KEELEY Small Cap Value Fund, Inc., dated August 31, 1993.(1)
(m)	Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940 by and between KEELEY Small Cap Value Fund, Inc. and Keeley Investment Corp., dated as of September 8, 1993.(1)
(n)	None.
(p)(1)	Code of ethics for KEELEY Small Cap Value Fund, Inc., effective as of September 8, 1993, as amended through August 8, 2000.(4)
(p)(2)	Code of Ethics of Keeley Asset Management Corp., effective as of September 8, 1993, as amended through August 8, 2000.(4)
(p)(3)	Code of Ethics for Keeley Investment Corp., as amended through August 11, 2004.(6)
(q)	Power of Attorney, dated November 13, 2001.(5)

1. Incorporated by reference to the Registrant’s previous filing of post-effective amendment no. 4 to the Registration Statement filed on January 28, 1997.

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2.	Incorporated by reference to the Reyyygistrant’s previous filing of post-effective amendment no. 5 to the Registration Statement filed on January 28, 1998.
3.	Incorporated by reference to the Registrant’s previous filing of post-effective amendment no. 6 to the Registration Statement filed on November 27, 1998.
4.	Incorporated by reference to the Registrant’s previous filing of post-effective amendment no. 9 to the Registration Statement filed on January 19, 2001.
5.	Incorporated by reference to the Registrant’s previous filing of post-effective amendment no. 10 to the Registration Statement filed on January 27, 2003.
6.	Incorporated by reference to the Registrant’s previous filing of post-effective amendment no. 12 to the Registration Statement filed on December 1, 2004.
7.	Incorporated by reference to the Registrant’s previous filing of post-effective amendment no. 14 to the Registration Statement filed on January 31, 2006.
8.	Incorporated by reference to the Registrant’s previous filing of post-effective amendment no. 16 to the Registration Statement filed on January 30, 2007.

Item 24.     Persons Controlled by or Under Common Control with Registrant

     KEELEY Funds, Inc., which has the same board of directors as the Corporation, may be deemed to be under common control with the Corporation.

Item 25.     Indemnification

Section 2-418 of the General Corporation Law of Maryland authorizes the registrant to indemnify its directors and officers under specified circumstances. Article Tenth of the Charter of the registrant provides in effect that the registrant shall provide certain indemnification of its directors and officers. In accordance with section 17(h) of the Investment Company Act, this provision of the charter shall not protect any person against any liability to the registrant or its stockholders to which he would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a trustee, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 26.     Business and Other Connections of Investment Adviser

     The information in the Statement of Additional Information under the caption “Management of the Funds” is incorporated by reference. Keeley Asset Management Corp. has not at any time during the

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past two years been engaged in any other business, profession, vocation or employment of a substantial nature either for its own account or in the capacity of director, officer, employee, partner or trustee

Item 27.     Principal Underwriter

(a) Keeley Investment Corp. serves as the Fund's Distributor.

(b) The Directors and Officers of Keeley Investment Corp. are as follows:

Name and Principal Business	Positions and Offices with	Positions and Offices with
Address*	Underwriter	Registrant
John L. Keeley, Jr.	Director, President and Treasurer	Director and President
Barbara G. Keeley	Director and Assistant Secretary	None
Mark E. Zahorik	Vice President	Vice President
W. Terry Long	Vice President	None
Mark T. Keeley	Vice President	None
John L. Keeley, III	Vice President	Vice President
Kevin M. Keeley	Vice President	None
Robert Kurinsky	Secretary	Secretary and Treasurer

____________________
 
* The principal address of each of the foregoing Directors and Officers is: 401 South LaSalle Street, Suite 1201, Chicago, Illinois 60605.

(c) None.

Item 28. Location of Accounts and Records

The account books and other documents required to be maintained by Registrant pursuant to Investment Company Act of 1940, Section 31(a), et seq., and Rules thereunder will be maintained by Registrant at 401 South LaSalle Street, Suite 1201, Chicago, Illinois 60605; at the Registrant's Custodian, U.S. Bank, N.A. 1555 N. RiverCenter Drive, Suite 302, Milwaukee, WI 53212; at the Registrant's Transfer Agent and Accounting Services Agent, US Bancorp Fund Services, LLC, 615 East Michigan Avenue, Milwaukee, Wisconsin, 53201; and at the Registrant's Administrator, U.S. Bancorp Fund Services LLC, 615 E. Michigan Street, 3rd Floor, Milwaukee, WI 53202.

Item 29. Management Services

Not applicable.

Item 30. Undertakings

Not applicable.

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this post-effective amendment pursuant to Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Chicago, Illinois on the 14^th day of August, 2007.

KEELEY FUNDS, INC.
By:	/s/ John L. Keeley, Jr.
	John L. Keeley, Jr., President

     Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/ John G. Kyle*	Director	)
John G. Kyle		)
		)
/s/ Walter D. Fitzgerald*	Director	)
Walter D. Fitzgerald		)
		)
/s/ John F. Lesch*	Director	)
John F. Lesch		)	August 14, 2007
		)
/s/ Elwood P. Walmsley*	Director	)
Elwood P. Walmsley		)
		)
/s/ Jerome J. Klingenberger*	Director	)
Jerome J. Klingenberger		)
		)
/s/ Sean W. Lowry*	Director	)
Sean W. Lowry		)
		)
/s/ John L. Keeley, Jr.	Director, Chief Executive	)
John L. Keeley, Jr.	Officer and Chief Financial	)
	Officer	)

* John L. Keeley, Jr. signs this document pursuant to powers of attorney filed herewith.

By:	/s/ John L. Keeley, Jr.
	John L. Keeley, Jr.

Index of Exhibits Filed with this Amendment

Exhibit
Number	Exhibit
(a)(3)	Certificate of Correction, dated August 13, 2007.
(g)(3)	Second Amendment to the Custody Agreement, dated August 1, 2005.
(g)(4)	Third Amendment to the Custody Agreement, dated October 1, 2006.
(h)(1)	Fund Accounting Servicing Agreement by and between KEELEY Small Cap Value Fund, Inc. and U.S. Bancorp Fund Services, LLC, dated January 13, 2006.
(h)(2)	First Amendment to the Fund Accounting Servicing Agreement, dated October 1, 2006.
(h)(7)	Amendment to the Transfer Agent Servicing Agreement, dated May 16, 2005.
(h)(8)	Amendment to the Transfer Agent Servicing Agreement, dated January 13, 2006.
(h)(9)	Ninth Amendment to the Transfer Agent Servicing Agreement, dated October 1, 2006.
(h)(10)	Tenth Amendment to the Transfer Agent Servicing Agreement, dated May 17, 2007.
(h)(11)	Fund Administration Servicing Agreement by and between KEELEY Small Cap Value Fund, Inc. and U.S. Bancorp Fund Services, LLC, dated October 1, 2006.
(i)	Opinion of Venable, LLP.
(j)	Consent of PricewaterhouseCoopers LLP.

EX-99.G.3

KEELEY SMALL CAP VALUE FUND, INC.
SECOND AMENDMENT TO THE CUSTODY AGREEMENT

     THIS AMENDMENT dated this 1^st day of August, 2005, to the Custody Agreement, dated November 12, 1997 and the Amended Custody Agreement dated March 29, 2005, is entered by and between Keeley Small Cap Value Fund, Inc., a Maryland Corporation (the “Fund”) and U.S. Bank, N.A., a national banking association (the “Custodian”).

RECITALS

     WHEREAS, the parties have entered into a Custody Agreement and Amended Custody Agreement; and

WHEREAS, the Fund and U.S. Bank desire to amend said Agreements; and

     WHEREAS, Article XIV, Section 14.4 of the Custody Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

The fee schedule in the Amended Custody Agreement is hereby superceded and replaced with the fee schedule attached at Exhibit B hereto. The parties agree that exhibit B is effective as of August 1, 2005.

Except to the extent supplemented hereby, the Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

KEELEYSMALLCAPVALUEFUND,INC.		U.S.BANCORPFUNDSERVICES,LLC
By:	/s/ John L. Keeley, Jr.	By:	/s/ Joe D. Redwine
Title:	President	Title:	Senior Vice President

1

Exhibit B
to the
Custody Agreement

KEELEY SMALL CAP VALUE FUND, INC.
DOMESTIC SERVICES
FEE SCHEDULE

Annual Fee Based Upon Market Value Per Fund*
  1.00 basis points on the first $200 million 
  .75 basis points on the next $800 million 
  .50 basis points on the balance of fund assets 
  Minimum annual fee per fund - $6,000

  Portfolio Transaction Fees  $ 5.00 per disbursement (waived if U.S. Bancorp is Administrator) 
  $ 7.00 per US Bank repurchase agreement transaction 
  $ 7.00 per book entry security (depository or Federal Reserve system) and non-US Bank repurchase agrmt 
  $25.00 per portfolio transaction processed through our New York custodian definitive security (physical) 
  $ 8.00 per principal paydown 
  $15.00 per option/future contract written, exercised or expired 
  $50.00 per Cedel/Euroclear transaction 
  $15.00 per mutual fund trade 
  $15.00 per Fed Wire 
  $15.00 per margin variation Fed wire 
  $ 6.00 per short sale 
  $150.00 per segregated account per year

  ReportSource – No Charge – Web reporting

• A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
• No charge for the initial conversion free receipt.
• Overdrafts – charges to the account at prime interest rate plus 2.
• Plus out-of-pocket expenses, and extraordinary expenses based upon complexity, including items such as shipping fees or transfer fees.

  Fees are billed monthly.

  * Subject to CPI increase, Milwaukee, MSA.

EX-99.G.4

KEELEY SMALL CAP VALUE FUND, INC.
THIRD AMENDMENT TO THE CUSTODY AGREEMENT

     THIS AMENDMENT dated as of this 1st day of October, 2006, to the Custody Agreement, dated November 12,1997, as amended March 29, 2005 and August 1, 2005, (the “Agreement”), is entered by and between KEELEY SMALL CAP VALUE FUND, INC., a Maryland Corporation (the “Fund”) and U.S. BANK, N.A., a national banking association (the “Custodian”).

RECITALS

WHEREAS, the parties have entered into a Custody Agreement; and

WHEREAS, the Fund and the Custodian desire to amend said Agreement; and

WHEREAS, the parties agree to allow for this amendment to the Agreement by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

A.	Section 13 shall be replaced in its entirety with the following language:
	13. Termination. This Agreement shall become effective as of the date first written above and will continue in effect for a period not less than 36 months. Subsequent to the initial three-year term, this Agreement may be terminated by either party upon giving 90 days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. In addition, the Trust may, at any time, immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by regulatory authorities or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. This Agreement may not be amended or modified in any manner except by written agreement executed by U.S. Bank and the Fund, and authorized or approved by the Board of Directors.
B.	The following language shall be added to the Agreement at Section 13.1:
	Early Termination. In the absence of any material breach of this agreement, should the Trust elect to terminate this agreement prior to the end of the term, the trust agrees to pay the following fees:

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(a)	All monthly fees through the life of the contract, including the rebate of any negotiated discounts;
(b)	All fees associated with converting services to successor service provider;
(c)	All fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider;
(d)	All out-of-pocket costs associated with a-c above.

C. The fee schedule of the Agreement, is hereby superseded and replaced with the fee schedule attached hereto.

Except to the extent supplemented hereby, the Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

KEELEYSMALL CAPVALUE FUND,INC.		U.S.BANK, N.A.
By:	/s/ John L. Keeley. Jr.	By:	/s/ Michael R. McVoy
Name:	John L. Keeley, Jr	Name:	Michael R. McVoy
Title:	President	Title:	Vice President

2

KEELEY SMALL CAP VALUE FUND, INC.
DOMESTIC CUSTODY SERVICES
FEE SCHEDULE EFFECTIVE: 10-1-2006

Annual Custody Fee Per Fund Complex
.75 basis point on the first $1 billion in assets 
.625 basis point on the next $1 billion in assets
.50 basis point on the balance of assets in the fund complex 
Plus portfolio transaction fees

Portfolio Transaction Fees
$  5.00 per book entry DTC transaction
$  8.00 per principal paydown
$  6.00 per short sale
$  7.00 per US Bank repurchase agreement transaction 
$15.00 per option/future contract written, exercised or expired 
$10.00 per book entry Federal Reserve transaction 
$25.00 per physical security or non-DVP transaction 
$50.00 per Cedel/Euroclear transaction
$  5.00 per disbursement (waived if U.S. Bancorp is Administrator)
$  6.00 per Fed Wire 
$15.00 per margin variation Fed wire 
$150.00 per segregated account per year

•A transaction is a purchase/sale of a security, free receipt/free delivery, maturity, tender or exchange.
•No charge for the initial conversion free receipt
•Overdrafts – charged to the account at prime interest rate plus 2.

Plus Out-Of-Pocket Expenses – Including, but not limited to expenses incurred in the safekeeping, delivery and receipt of securities, shipping, transfer fees, extraordinary expenses based upon complexity, and all other out-of-pocket expenses.

Fess are billed monthly.
* Subject to annual CPI increase, Milwaukee MSA

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EX-99.H.1

KEELEY SMALL CAP VALUE FUND, INC.
FUND ACCOUNTING SERVICING AGREEMENT

     THIS AGREEMENT is made and entered into this 13^th day of January, 2006, by and between KEELEY SMALL CAP VALUE FUND, INC., a Maryland corporation (the “Company”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

     WHEREAS, the Company is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, and is authorized to issue shares of beneficial interest in separate series, with each such series representing interests in a separate portfolio of securities and other assets;

     WHEREAS, USBFS is, among other things, in the business of providing mutual fund accounting services to investment companies; and

     WHEREAS, the Company desires to retain USBFS to provide accounting services to each series of the Company listed on Exhibit A hereto (as amended from time to time) (each a “Fund” and collectively, the “Funds”).

     NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

1.	Appointment of USBFS as Fund Accountant
	The Company hereby appoints USBFS as fund accountant of the Company on the terms and conditions set forth in this Agreement, and USBFS hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement. The services and duties of USBFS shall be confined to those matters expressly set forth herein, and no implied duties are assumed by or may be asserted against USBFS hereunder.
2.	Services and Duties of USBFS
	USBFS shall provide the following accounting services to the Fund:
	A.	Portfolio Accounting Services:
		(1)	Maintain portfolio records on a trade date+1 basis using security trade information communicated from the Fund’s investment adviser.
		(2)	For each valuation date, obtain prices from a pricing source approved by the board of directors of the Company (the “Board of Directors”) and apply those prices to the portfolio positions. For those securities where market quotations are not readily available, the Board of Directors shall

		approve, in good faith, procedures for determining the fair value for such securities.
	(3)	Identify interest and dividend accrual balances as of each valuation date and calculate gross earnings on investments for each accounting period.
	(4)	Determine gain/loss on security sales and identify them as short-term or long-term; account for periodic distributions of gains or losses to shareholders and maintain undistributed gain or loss balances as of each valuation date.
	(5)	On a daily basis, reconcile cash of the Fund with the Fund’s custodian.
	(6)	Transmit a copy of the portfolio valuation to the Fund’s investment adviser daily.
	(7)	Review the impact of current day’s activity on a per share basis, and review changes in market value.
B.	Expense Accrual and Payment Services:
	(1)	For each valuation date, calculate the expense accrual amounts as directed by the Company as to methodology, rate or dollar amount.
	(2)	Process and record payments for Fund expenses upon receipt of written authorization from the Company.
	(3)	Account for Fund expenditures and maintain expense accrual balances at the level of accounting detail, as agreed upon by USBFS and the Company.
	(4)	Provide expense accrual and payment reporting.
C.	Fund Valuation and Financial Reporting Services:
	(1)	Account for Fund share purchases, sales, exchanges, transfers, dividend reinvestments, and other Fund share activity as reported by the Fund’s transfer agent on a timely basis.
	(2)	Apply equalization accounting as directed by the Company.
	(3)	Determine net investment income (earnings) for the Fund as of each valuation date. Account for periodic distributions of earnings to shareholders and maintain undistributed net investment income balances as of each valuation date.

2

	(4)	Maintain a general ledger and other accounts, books, and financial records for the Fund in the form as agreed upon.
	(5)	Determine the net asset value of the Fund according to the accounting policies and procedures set forth in the Fund’s current prospectus.
	(6)	Calculate per share net asset value, per share net earnings, and other per share amounts reflective of Fund operations at such time as required by the nature and characteristics of the Fund.
	(7)	Communicate to the Company, at an agreed upon time, the per share net asset value for each valuation date.
	(8)	Prepare monthly reports that document the adequacy of accounting detail to support month-end ledger balances.
	(9)	Prepare monthly security transactions listings.
D.	Tax Accounting Services:
	(1)	Maintain accounting records for the investment portfolio of the Fund to support the tax reporting required for “regulated investment companies” under the Internal Revenue Code of 1986, as amended (the “Code”).
	(2)	Maintain tax lot detail for the Fund’s investment portfolio.
	(3)	Calculate taxable gain/loss on security sales using the tax lot relief method designated by the Company.
	(4)	Provide the necessary financial information to calculate the taxable components of income and capital gains distributions to support tax reporting to the shareholders.
E.	Compliance Control Services:
	(1)	Support reporting to regulatory bodies and support financial statement preparation by making the Fund’s accounting records available to the Company, the Securities and Exchange Commission (the “SEC”), and the independent accountants.
	(2)	Maintain accounting records according to the 1940 Act and regulations provided thereunder.

3

(3)

Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Company in connection with any certification required of the Company pursuant to the Sarbanes-Oxley Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein.

(4)

Cooperate with the Company’s independent accountants and take all reasonable action in the performance of its obligations under this Agreement to ensure that the necessary information is made available to such accountants for the expression of their opinion on the Fund’s financial statements without any qualification as to the scope of their examination.

3.	License of Data; Warranty; Termination of Rights
	A.	The valuation information and evaluations being provided to the Company by USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Company. The Company has a limited license to use the Data only for purposes necessary to valuing the Company’s assets and reporting to regulatory bodies (the “License”). The Company does not have any license nor right to use the Data for purposes beyond the intentions of this Agreement including, but not limited to, resale to other users or use to create any type of historical database. The License is non-transferable and not sub-licensable. The Company’s right to use the Data cannot be passed to or shared with any other entity.
		The Company acknowledges the proprietary rights that USBFS and its suppliers have in the Data.
	B.	THE COMPANY HEREBY ACCEPTS THE DATA AS IS, WHERE IS, WITH NO WARRANTIES, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR ANY PURPOSE OR ANY OTHER MATTER.
	C.	USBFS may stop supplying some or all Data to the Company if USBFS’s suppliers terminate any agreement to provide Data to USBFS. Also, USBFS may stop supplying some or all Data to the Company if USBFS reasonably believes that the Company is using the Data in violation of the License, or breaching its duties of confidentiality provided for hereunder, or if any of USBFS’s suppliers demand that the Data be withheld from the Company. USBFS will provide notice to the Company of any termination of provision of Data as soon as reasonably possible.
4.	Pricing of Securities

4

	A.	For each valuation date, USBFS shall obtain prices from a pricing source recommended by USBFS and approved by the Board of Directors and apply those prices to the portfolio positions of the Fund. For those securities where market quotations are not readily available, the Board of Directors shall approve, in good faith, procedures for determining the fair value for such securities.
		If the Company desires to provide a price that varies from the price provided by the pricing source, the Company shall promptly notify and supply USBFS with the price of any such security on each valuation date. All pricing changes made by the Company will be in writing and must specifically identify the securities to be changed by CUSIP, name of security, new price or rate to be applied, and, if applicable, the time period for which the new price(s) is/are effective.
	B.	In the event that the Company at any time receives Data containing evaluations, rather than market quotations, for certain securities or certain other data related to such securities, the following provisions will apply: (i) evaluated securities are typically complicated financial instruments. There are many methodologies (including computer-based analytical modeling and individual security evaluations) available to generate approximations of the market value of such securities, and there is significant professional disagreement about which method is best. No evaluation method, including those used by USBFS and its suppliers, may consistently generate approximations that correspond to actual “traded” prices of the securities; (ii) methodologies used to provide the pricing portion of certain Data may rely on evaluations; however, the Company acknowledges that there may be errors or defects in the software, databases, or methodologies generating the evaluations that may cause resultant evaluations to be inappropriate for use in certain applications; and (iii) the Company assumes all responsibility for edit checking, external verification of evaluations, and ultimately the appropriateness of using Data containing evaluations, regardless of any efforts made by USBFS and its suppliers in this respect.
5.	Changes in Accounting Procedures
	Any resolution passed by the Board of Directors that affects accounting practices and procedures under this Agreement shall be effective upon written receipt of notice and acceptance by USBFS.
6.	Changes in Equipment, Systems, Etc.
	USBFS reserves the right to make changes from time to time, as it deems advisable, relating to its systems, programs, rules, operating schedules and equipment, so long as such changes do not adversely affect the services provided to the Company under this Agreement.
7.	Compensation

5

	USBFS shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit B hereto (as amended from time to time). USBFS shall also be compensated for such out-of-pocket expenses (e.g., telecommunication charges, postage and delivery charges, and reproduction charges) as are reasonably incurred by USBFS in performing its duties hereunder. The Company shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute. The Company shall notify USBFS in writing within 30 calendar days following receipt of each invoice if the Company is disputing any amounts in good faith. The Company shall pay such disputed amounts within 10 calendar days of the day on which the parties agree to the amount to be paid. With the exception of any fee or expense the Company is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of 1½% per month after the due date. Notwithstanding anything to the contrary, amounts owed by the Company to USBFS shall only be paid out of the assets and property of the particular Fund involved.
8.	Representations and Warranties
	A.	The Company hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
		(1)	It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
		(2)	This Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and
		(3)	It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
	B.	USBFS hereby represents and warrants to the Company, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

6

		(1)	It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
		(2)	This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and
		(3)	It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
9.	Standard of Care; Indemnification; Limitation of Liability
	A.	USBFS shall exercise reasonable care in the performance of its duties under this Agreement. Neither USBFS nor its suppliers shall be liable for any error of judgment or mistake of law or for any loss suffered by the Company or any third party in connection with its duties under this Agreement, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS’s control, except a loss arising out of or relating to USBFS’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Company shall indemnify and hold harmless USBFS and its suppliers from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that USBFS or its suppliers may sustain or incur or that may be asserted against USBFS or its suppliers by any person arising out of or related to (X) any action taken or omitted to be taken by it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Company, as approved by the Board of Directors of the Company, or (Y) the Data, or any information, service, report, analysis or publication derived therefrom, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of the Company, its successors and assigns, notwithstanding

7

the termination of this Agreement. As used in this paragraph, the term “USBFS” shall include USBFS’s directors, officers and employees.

The Company acknowledges that the Data are intended for use as an aid to institutional investors, registered brokers or professionals of similar sophistication in making informed judgments concerning securities. The Company accepts responsibility for, and acknowledges it exercises its own independent judgment in, its selection of the Data, its selection of the use or intended use of such, and any results obtained. Nothing contained herein shall be deemed to be a waiver of any rights existing under applicable law for the protection of investors.

USBFS shall indemnify and hold the Company harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that the Company may sustain or incur or that may be asserted against the Company by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS’s refusal or failure to comply with the terms of this Agreement, or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of USBFS, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “Company” shall include the Company’s directors, officers and employees.

In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Company shall be entitled to inspect USBFS’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Moreover, USBFS shall provide the Company, at such times as the Company may reasonably require, copies of reports rendered by independent accountants on the internal controls and procedures of USBFS relating to the services provided by USBFS under this Agreement.

Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.

In no case shall either party be liable to the other for (i) any special, indirect or consequential damages, loss of profits or goodwill (even if advised of the possibility of such); (ii) any delay by reason of circumstances beyond its control, including acts of civil or military authority, national emergencies, labor

8

		difficulties, fire, mechanical breakdown, flood or catastrophe, acts of God, insurrection, war, riots, or failure beyond its control of transportation or power supply; or (iii) any claim that arose more than one year prior to the institution of suit therefor.
	B.	In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indemnitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation that presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor’s prior written consent.
	C.	The indemnity and defense provisions set forth in this Section 9 shall indefinitely survive the termination and/or assignment of this Agreement.
	D.	If USBFS is acting in another capacity for the Company pursuant to a separate agreement, nothing herein shall be deemed to relieve USBFS of any of its obligations in such other capacity.
10.	Notification of Error
	The Company will notify USBFS of any discrepancy between USBFS and the Company, including, but not limited to, failing to account for a security position in the Fund’s portfolio, upon the later to occur of: (i) three business days after receipt of any reports rendered by USBFS to the Company; (ii) three business days after discovery of any error or omission not covered in the balancing or control procedure; or (iii) three business days after receiving notice from any shareholder regarding any such discrepancy.
11.	Data Necessary to Perform Services
	The Company or its agent shall furnish to USBFS the data necessary to perform the services described herein at such times and in such form as mutually agreed upon.

12.	Proprietary and Confidential Information
	A.	USBFS agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of the Company, all records and

9

		other information relative to the Company and prior, present, or potential shareholders of the Company (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Company, which approval shall not be unreasonably withheld and may not be withheld where USBFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Company. Records and other information which have become known to the public through no wrongful act of USBFS or any of its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Company or its agent, shall not be subject to this paragraph.
		Further, USBFS will adhere to the privacy policies adopted by the Company pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Company and its shareholders.
	B.	The Company, on behalf of itself and its directors, officers, and employees, will maintain the confidential and proprietary nature of the Data and agrees to protect it using the same efforts, but in no case less than reasonable efforts, that it uses to protect its own proprietary and confidential information.
13.	Records
	USBFS shall keep records relating to the services to be performed hereunder in the form and manner, and for such period, as it may deem advisable and is agreeable to the Company, but not inconsistent with the rules and regulations of appropriate government authorities, in particular, Section 31 of the 1940 Act and the rules thereunder. USBFS agrees that all such records prepared or maintained by USBFS relating to the services to be performed by USBFS hereunder are the property of the Company and will be preserved, maintained, and made available in accordance with such applicable sections and rules of the 1940 Act and will be promptly surrendered to the Company or its designee on and in accordance with its request.
14.	Compliance with Laws
	The Company has and retains primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with the 1940 Act, the Code, the SOX Act, the USA Patriot Act of 2002 and the policies and limitations of the Fund relating to its portfolio investments as set forth in its current prospectus and statement of additional information. USBFS’s services hereunder shall not relieve the Company of its

10

	responsibilities for assuring such compliance or the Board of Director’s oversight responsibility with respect thereto.
15.	Term of Agreement; Amendment
	This Agreement shall become effective as of the date first written above and will continue in effect for a period of three (3) years. Subsequent to the initial three-year term, this Agreement may be terminated by either party upon giving 90 days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS and the Company, and authorized or approved by the Board of Directors.
16.	Duties in the Event of Termination
	In the event that, in connection with termination, a successor to any of USBFS’s duties or responsibilities hereunder is designated by the Company by written notice to USBFS, USBFS will promptly, upon such termination and at the expense of the Company, transfer to such successor all relevant books, records, correspondence and other data established or maintained by USBFS under this Agreement in a form reasonably acceptable to the Company (if such form differs from the form in which USBFS has maintained the same, the Company shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from USBFS’s personnel in the establishment of books, records and other data by such successor. If no such successor is designated, then such books, records and other data shall be returned to the Company.
17.	Assignment
	This Agreement shall extend to and be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Company without the written consent of USBFS, or by USBFS without the written consent of the Company accompanied by the authorization or approval of the Company’s Board of Directors.
18.	Governing Law
	This Agreement shall be construed in accordance with the laws of the State of Wisconsin, without regard to conflicts of law principles. To the extent that the applicable laws of the State of Wisconsin, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the SEC thereunder.
19.	No Agency Relationship

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	Nothing herein contained shall be deemed to authorize or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for the account, of the other party to this Agreement.
20.	Services Not Exclusive
	Nothing in this Agreement shall limit or restrict USBFS from providing services to other parties that are similar or identical to some or all of the services provided hereunder.
21.	Invalidity
	Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.
22.	Notices
	Any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service, or three days after sent by registered or certified mail, postage prepaid, return receipt requested, or on the date sent and confirmed received by facsimile transmission to the other party’s address set forth below:
	Notice to USBFS shall be sent to:
	U.S. Bancorp Fund Services, LLC
	615 East Michigan Street
	Milwaukee, WI 53202
and notice to the Company shall be sent to:
	Keeley Asset Management Corp.
	Attn: Emily Viehweg
	401 S. LaSalle Street, Suite 1201
	Chicago, Illinois 60605
23.	Multiple Originals
	This Agreement may be executed on two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.

12

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the date first above written.

KEELEY SMALL CAP VALUE FUND, INC.		U.S. BANCORP FUND SERVICES, LLC
By:	/s/ John L. Keeley, Jr.	By:	/s/ Joe D. Redwine
Name:	John L. Keeley, Jr.	Name:	Joe D. Redwine
Title:	President	Title:	President

13

     Exhibit A
to the Keeley Small Cap Value Fund, Inc.
Fund Accounting Servicing Agreement

Fund Name

Name of Series	Dated Added
Keeley Small Cap Value Fund, Inc.	9/8/93

A-1

Exhibit B

FUND ACCOUNTING SERVICING AGREEMENT
Keeley Small Cap Value Fund, Inc.
ANNUAL FEE SCHEDULE
Domestic Equity Funds	Multiple Classes*
$33,000 for the first $100 million	Priced separately
1.5 basis points for the next $200 million
1.0 basis point on the balance	Master/Feeder Funds*
	Priced separately
Domestic Balanced Funds
$35,000 for the first $100 million	Multiple Manager Funds*
1.75 basis points on the next $200 million	Additional base fee:
1.25 basis points on the balance	$12,000 per manager/sub-advisor per fund
Domestic Fixed Income Funds*	Conversion and extraordinary services quoted
Funds of Funds*	separately
Short or Derivative Funds*
International Equity Funds*	NOTE - All schedules subject to change depending
Tax-exempt Money Market Funds*	upon the use of derivatives – options, futures, short
$42,000 for the first $100 million	sales, etc.
2.25 basis points on the next $200 million
1.25 basis point on the balance	All fees are billed monthly plus out-of-pocket
	expenses, including pricing, corporate action, and
Taxable Money Market Funds*	factor services:
$40,000 for the first $100 million
1.25 basis points on the next $200 million	$.15 Domestic and Canadian Equities  $.15 Options  $.50 Corp/Gov/Agency Bonds  $.80 CMO’s  $.50 International Equities and Bonds  $.80 Municipal Bonds  $.80 Money Market Instruments  $125 /fund/month - Mutual Fund pricing  $2.00/equity Security/Month Corporate Actions  $125/month Manual Security Pricing (>10/day)  Factor Services (BondBuyer)  $1.50/month  $.25/Mortgage Backed/month  $300/month Minimum Per Fund Group
.75 basis points on the balance
International Income Funds*
$45,000 for the first $100 million
3 basis points on the next $200 million
1.5 basis points on the balance
Fees are billed monthly.
*Annual Fee
*Subject to CPI increase, Milwaukee MSA.
	ReportSource - $150/month – Web reporting

B-1

EX-99.H.2

KEELEY SMALL CAP VALUE FUND, INC.
FIRST AMENDMENT TO THE FUND ACCOUNTING SERVICING AGREEMENT

     THIS FIRST AMENDMENT dated as of this 1^st day of October 2006, to the Fund Accounting Servicing Agreement, dated January 13, 2006 (the “Agreement”), is entered by and between KEELEY SMALL CAP VALUE FUND, INC., a Maryland Corporation (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

RECITALS

     WHEREAS , the parties have entered into an Fund Accounting Servicing Agreement; and

     WHEREAS, the Fund and USBFS desire to amend said Agreement; and

     WHEREAS, Section 15 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

A.	Section 15 of the agreement shall be replaced in its entirety with the following:
	Termination. This Agreement shall become effective as of the date first written above and will continue in effect for a period not less than 36 months. Subsequent to the initial three-year term, this Agreement may be terminated by either party upon giving 90 days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS and the Company, and authorized or approved by the Board of Directors.
B.	The following language shall be added to the Agreement at Section 24:
	Early Termination. In the absence of any material breach of this agreement, should the Trust elect to terminate this agreement prior to the end of the term, the trust agrees to pay the following fees:

1

(a)	All monthly fees through the life of the contract, including the rebate of any negotiated discounts;
(b)	All fees associated with converting services to successor service provider:
(c)	All fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider;
(d)	All out-of-pocket costs associated with a-c above.

C. Exhibit B of the Agreement, the fee schedule, is hereby superseded and replaced with Exhibit B attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

KEELEY SMALL CAP VALUE FUND, INC.		U.S. BANCORP FUND SERVICES, LLC
By:	/s/John L. Keeley, Jr.	By:	/s/Michael R. McVoy
Name:	John L. Keeley, Jr	Name:	Michael R. McVoy
Title:	President	Title:	Sr. Vice President

2

Exhibit B
to the Keeley Small Cap Value Fund, Inc.
Fund Accounting Servicing Agreement

ACCOUNTING, ADMINISTRATION & COMPLIANCE SERVICES
FEE SCHEDULE EFFECTIVE: 10-1-2006

Annual Asset-based Fee* 

• .0300% (3.00 basis points) on the first $500 million of fund complex assets 
• .0275% (2.75 basis points) on the next $500 million of fund complex assets 
• .0225% (2.25 basis points) on the next $500 million of fund complex assets 
• .0175% (1.75 basis points) on the next $3.5 billion of fund complex assets 
• .0150% (1.50 basis points) on the balance on fund complex assets 

Service Fees 

·  Pricing Services 
·  $.15 Domestic and Canadian Equities 
·  $.15 Options  
·  $.50 Corp/Gov/Agency Bonds  
·  $.80 CMO’s  
·  $.50 International Equities and Bonds 
·  $.80 Municipal Bonds
·  $.80 Money Market Instruments 
·  $125 /fund/month – Mutual Fund Security Pricing  
·  $2.00 /equity/month Corporate Actions  
·  $125 /month Manual Security Pricing 
·  Factor Services (BondBuyer)
·  $1.50 /CMO/month
·  $.25 /Mortgage Backed/month
·  $300 /month Minimum Per Fund Group 
·  Fair Value Services (FT Interactive)
·  $.60 on first 100 securities per day
·  $.44 on balance of securities per day 
·  Advisor Information Ser web portal
·  $825 /month

Out-Of-Pocket Expenses – Including, but not limited to: courier and postage, stationery, programming, special reports, projects, and/or programming, board reporting, daily compliance testing systems expenses, proxies, insurance, EDGAR filing, retention & storage of records, federal & state regulatory filing fees, certain insurance premiums, expenses for board of directors meetings & related travel, audit & legal fees, and conversion expenses.

The addition of funds, classes, master-feeder structures, foreign securities, sub-advisors or multiple advisors, legal administration, SEC 15c reporting, AIS data delivery are subject to additional fees.

• Each additional fund – base fee of $48,000 per year 
• Each additional class – base fee of $24,000 per year 
• Each additional advisor – base fee of $12,000 per year 

*Subject to annual CPI increase, Milwaukee MSA 

Fees are billed monthly for a standard three year term. 

  This fee schedule superseded all previous drafts. 

3

EX-99.H.7

KEELEY SMALL CAP VALUE FUND, INC.
AMENDMENT TO THE
TRANSFER AGENT SERVICING AGREEMENT

     THIS AMENDMENT dated as of May 16, 2005, to the Transfer Agent Servicing Agreement, dated as of September 8, 1993 (the “Agreement”), is entered by and between KEELEY Small Cap Value Fund, Inc., a Maryland corporation (the “Fund”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

RECITALS

WHEREAS, the parties have entered into a Transfer Agent Servicing Agreement; and

WHEREAS, the Fund and USBFS desire to amend said Agreement; and

     WHEREAS, Paragraph 9 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

The following service is added to the existing fee schedule.

Except to the extent supplemented hereby, the Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

KEELEY SMALL CAP VALUE FUND, INC.		U.S. BANCORP FUND SERVICES, LLC
By:	/s/ John L. Keeley, Jr.	By:	/s/ Joe D. Redwine
Title:	President	Title:	President

     KEELEY SMALL CAP VALUE FUND, INC.
TRANSFER AGENT & SHAREHOLDER SERVICES

Annual shareholder statements on CD

                               $300 to setup
                               $250/year.

EX-99.H.8

KEELEY SMALL CAP VALUE FUND, INC.
AMENDMENT TO THE
TRANSFER AGENT SERVICING AGREEMENT

     THIS AMENDMENT dated as of the 13^th day of January, 2006 to the Transfer Agent Servicing Agreement, dated as of September 8, 1993, as amended, (the “Agreement”), is entered by and between Keeley Small Cap Value Fund, Inc., a Maryland corporation (the “Fund”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

RECITALS

WHEREAS, the parties have entered into a Transfer Agent Servicing Agreement; and

WHEREAS, the Fund and USBFS desire to amend said Agreement; and

     WHEREAS, Paragraph 9 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

The Fee Schedule of the Agreement is hereby superceded and replaced with the Fee Schedule attached hereto.

Except to the extent amended hereby, the Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

KEELEY SMALL CAP VALUE FUND, INC.		U.S. BANCORP FUND SERVICES, LLC
By:	/s/ John L. Keeley, Jr.	By:	/s/ Joe D. Redwine
Name:	John L. Keeley, Jr.	Name:	Joe D. Redwine
Title:	President	Title:	President

1

Fee Schedule
to the
Transfer Agent Servicing Agreement – Keeley Small Cap Value Fund, Inc.

KEELEY SMALL CAP VALUE FUND, INC.
and K E E L E Y    F U N D S , I N C .
TRANSFER AGENT & SHAREHOLDER SERVICES
ANNUAL FEE SCHEDULE at 1/5/06
	Qualified Plan Fees (Billed to Investors)
Service Charges to the Fund*	$15.00 /qualified plan acct (Cap at $30.00/SSN)
Annual Shareholder Account Fee (see minimum)	$15.00 /Coverdell ESA acct (Cap at $30.00/SSN)
Load Fund - $16.00 /account	$25.00 /transfer to successor trustee
Load Fund, Level 3 - $13.00/account	$25.00 /participant distribution (Excluding SWPs)
Annual Minimum	$25.00 /refund of excess contribution
$30,000 per load fund	Shareholder Fees (Billed to Investors)
$18,000 each additional class	$15.00 /outgoing wire transfer
Basis Point	$15.00 /overnight delivery
0.5 BPS on Asset Market Value for 1st 1 billion	$ 5.00 /telephone exchange
0.20 BPS on assets over $1 billion	$25.00 /return check or ACH
	$25.00 /stop payment
Activity Charges	$ 5.00 /research request per account (Cap at  $25.00/request)
Telephone Calls - $1.00 /minute	(For requested items of the second calendar year [or previous] to the request)
Voice Response Calls - $.35 /call
AML New Account Service $1.00/new domestic	Technology Charges
accounts and $2.00/new foreign account	1. Implementation Services
	First CUSIP - $2,000 /first CUSIP
AML Base Service (excl Level 3 accounts)	Fund Setup - $1,500 /additional CUSIP
0-999 accounts - $500.00/year	800 Service - $1,650 ATT transfer connect
1,000-4,999 accounts - $1,000/year	VRU Setup - $500 /fund group
5,000-9,999 accounts - $2,500/year	NSCC Setup - $1,500 /fund group
10,000+ accounts - $5,000/year	2. 12b-1 Aging - $1.50 /account/year
	3. Average Cost - $.36 /account/year
ACH/EFT Shareholder Services:	4. File Transmissions - subject to requirements
$125.00 /month/fund group	5. Selects - $300 per select
$ .50 /ACH item, setup, change	6. ReportSource – No Charge - Web reporting
$5.00 /correction, reversal	7. Physical Certificate Shares
	Setup - $750 /fund
Out-of-pocket Costs - Including but not limited to:	Issue of Certificate - $10.00 /certificate transaction
Telephone toll-free lines, call transfers, etc.	8. Extraordinary services - charged as incurred
Mailing, sorting and postage	Development/Programming - $150 /hour
Stationery, envelopes	Conversion of Records - Estimate to be provided
Programming, special reports	Custom processing, re-processing
Insurance, record retention, microfilm/fiche
Proxies, proxy services
Lost shareholder search
ACH fees
NSCC charges
All other out-of-pocket expenses
*    Subject to CPI increase, Milwaukee MSA.

2

EX-99.H.9

KEELEY SMALL CAP VALUE FUND, INC.
NINTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT

     THIS NINTH AMENDMENT dated as of this 1st day of October ,2006, to the Transfer Agent Servicing Agreement, dated as of September 8, 1993, Addendums as of September 30, 1998, January 1, 2000, July 1, 2000, November 1, 2002, and as amended January 1, 2002, January 1, 2002, April 22, 2002, July 24, 2003, November 15, 2004, March 29, 2005, May 16, 2005 and January 13, 2006 (the “Agreement”), is entered by and between KEELEY SMALL CAP VALUE FUND, INC., a Maryland corporation (the “Fund”) and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company (“USBFS”).

RECITALS

WHEREAS, the parties have entered into a Transfer Agent Servicing Agreement; and

WHEREAS, the Fund and USBFS desire to amend said Agreement; and

     WHEREAS, Section 9 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

A.	Section 9(B) of the agreement shall be replaced in its entirety with the following:
	This Agreement shall become effective as of the date first written above and will continue in effect for a period not less than 36 months. Subsequent to the initial three- year term, this Agreement may be terminated by either party upon giving 90 days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party.
B.	The following language shall be added to the Agreement at Section 9(G):
	Earlv Termination. In the absence of any material breach of this agreement, should the Trust elect to terminate this agreement prior to the end of the term, the trust agrees to pay the following fees:
		(a)	All monthly fees through the life of the contract, including the rebate of any negotiated discounts;
		(b)	All fees associated with converting services to successor service provider;
		(c)	All fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider;
		(d)	All out-of-pocket costs associated with a-c above.

1

C. The fee schedule of the Agreement is hereby superseded and replaced with the fee schedule attached hereto.

Except to the extent supplemented hereby, the Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

KEELEY SMALL CAP VALUE FUND, INC.		U.S. BANCORP FUND SERVICES, LLC
By:	/s/ John L. Keeley, Jr.	By:	/s/ Michael R. McVoy
Name:	John L. Keeley, Jr.	Name:	Michael R. McVoy
Title:	President	Title:	Sr. Vice President

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Fee Schedule to Transfer Agent Servicing Agreement of
Keeley Small Cap Value Fund, Inc.

KEELEY SMALL CAP VALUE FUND, INC.
and KEELEY FUNDS, INC.
TRANSFER AGENT & SHAREHOLDER SERVICES
ANNUAL FEE SCHEDULE AT 10/1/06
Service Charges to the Fund*		Qualified Plan Fees (Billed to Investors)
Annual Shareholder Account Fee (see minimum)		$15.00/qualified plan acct (Cap at $30.00/SSN)
Load Fund - $16.00 / account		$15.00/Coverdell ESA acct (Cap at $30.00/SNN)
		$25.00/transfer to successor trustee
·	Load Fund, level 3 - $13.00/account on the	$25.00/participant distribution (Excluding SWPs)
	first 100,000 level 3 accounts	$25.00/refund of excess contribution
		Shareholder Fees (Billed to Investors)
·	Load Fund, level 3 - $11.50/account on the	$15.00/outgoing wire transfer
	next 50,000 level 3 accounts	$15.00/overnight delivery
		$ 5.00/telephone exchange
·	Load Fund, level 3 - $10.00/account on the	$25.00/return check or ACH
	remaining level 3 accounts	$25.00/stop payment
		$ 5.00/research request per account (Cap at
Annual Minimum		$25.00/request) (For requested items of the
$30,00 per load fund		second calendar year [or previous] to the
$18,000 each additional class		request)
Basis Point
0.5 BPS on Assets Market Value for 1st 1 billion		Technology Charges
0.20 BPS on assets over $1 billion		1.	Implementation Services
			First CUSIP - $2,000/first CUSIP
Activity Charges			Fund Setup - $1,500/additional CUSIP
Telephone Calls - $1.00/minute			800 Service - $1,650 ATT transfer connect
Voice Response Calls - $.35/call			VRU Setup - $500/fund group
AML New Account Service - $1.00/new domestic			NSCC Setup - $1,500/fund group
accounts and $2.00/new foreign account		2.	12b-1 Aging - $1.50/account/year
		3.	Average Cost - $.36/account/year
AML Base Service (excl Level 4 accounts)		4.	File Transmissions – subject to requirements
0-999 accounts - $500.00/year		5.	Selects - $300 per select
1,000-4,999 accounts - $1,000/year		6.	ReportSource – No Charge – Web reporting
5,000-9,999 accounts - $2,500/year		7.	Physical Certificate Shares
10,000+ accounts - $5,000/year			Setup - $750/fund
			Issue of Certificate - $10.00/certificate
ACH/EFT Shareholder Services:			transaction
$125.00/month/fund group		8.	Extraordinary services – charged as incurred
$.50/ACH item, setup, change			Development/Programming - $150/hour
$5.00/correction, reversal			Conversion of Records – Estimate to be
			provided
Out-of-pocket Costs – including but not limited to:			Custom processing, re-processing
Telephone toll-free lines, call transfers, etc.
Mailing, sorting and postage
Stationery, envelopes
Programming, special reports
Insurance, record retention, microfilm/fiche
Proxies, proxy services
Lost shareholder search
ACH fees
NSCC charges
All other out-of-pocket expenses
*Subject to CPI increase, Milwaukee, MSA.

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EX-99.H.10

KEELEY SMALL CAP VALUE FUND, INC.
TENTH AMENDMENT TO THE TRANSFER AGENT SERVICING AGREEMENT

     THIS TENTH AMENDMENT dated as of the 17^th day of May, 2007, to the Transfer Agent Servicing Agreement, dated as of September 8, 1993, Addendums as of September 30, 1998, January 1, 2000, July 1, 2000, November 1, 2002, and as amended January 1, 2002, January 1, 2002, April 22, 2002, July 24, 2003, November 15, 2004, March 29, 2005, May 16, 2005, January 13, 2006 and October 1, 2006 (the "Transfer Agent Agreement"), is entered by and between KEELEY SMALL CAP VALUE FUND, INC., a Maryland corporation (the "Fund") and U.S. Bancorp Fund Services, LLC, a Wisconsin limited liability company ("USBFS").

RECITALS

WHEREAS, the parties have entered into a Transfer Agent Agreement; and

WHEREAS, the Fund and USBFS desire to amend said Transfer Agent Agreement; and

WHEREAS, Section 9 of the Agreement allows for its amendment by a written instrument executed by both parties.

NOW, THEREFORE, the parties agree as follows:

The fee schedule of the Agreement is hereby superseded and replaced with the fee schedule attached hereto. The fee schedule is effective May 1, 2007 through April 30, 2010.

Except to the extent supplemented hereby, the Transfer Agent Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF, the parties hereto have caused this Tenth Amendment to be executed by a duly authorized officer on one or more counterparts as of the date and year first written above.

KEELEY SMALL CAP VALUE FUND, INC.		U.S. BANCORP FUND SERVICES, LLC
By:	/s/ John L. Keeley, Jr.	By:	/s/ Michael R. McVoy
Name:	John L. Keeley, Jr.	Name:	Michael R. McVoy
Title:	President	Title:	Sr. Vice President

Fee Schedule to the Transfer Agent Servicing Agreement of
Keeley Small Cap Value Fund, Inc.

KEELEY SMALL CAP VALUE FUND, INC.
and KEELEY FUNDS, INC.
TRANSFER AGENT & SHAREHOLDER SERVICES
ANNUAL FEE SCHEDULE effective May 1, 2007 thru April 30, 2010
Service Charges to the Fund* (complex   level)	Qualified Plan Fees (Billed to Investors)
	$15.00 /qualified plan acct (Cap at $30.00/SSN)
	$15.00 /Coverdell ESA acct (Cap at $30.00/SSN)
Annual Shareholder Account Fee (see minimum)	$25.00 /transfer to successor trustee
Load Fund - $16.00 / account	$25.00 /participant distribution (Excluding SWPs)
· Load Fund, level 3 - $13.00 / account on the	$25.00 /refund of excess contribution
first 100,000 level 3 accounts	Shareholder Fees (Billed to Investors)
· Load Fund, level 3 - $11.50 / account on the		$15.00 /outgoing wire transfer
next 50,000 level 3 accounts		$15.00 /overnight delivery
· Load Fund, level 3 - $10.00 / account on the		$ 5.00 /telephone exchange
remaining level 3 accounts		$25.00 /return check or ACH
· Closed Accounts - $7.50/ closed account		$25.00 /stop payment
Annual Minimum (Switch to complex once met)		$ 5.00 /research request per account (Cap at
$15,000 per fund (use $16/account as basis)		$25.00/request) (For requested items of the second calendar year
$10,000 each additional class (use $16/acct as basis)		[or previous] to the request)
Basis Point (complex Level)
0.5 BPS on Asset Market Value for 1st 1 billion
0.20 BPS on assets $1 billion - $5 billion	Technology Charges
0.10 BPS on assets over $5 billion	1.	Implementation Services
Activity Charges		First CUSIP - $2,000 /first CUSIP
Telephone Calls - $1.00 /minute		Fund Setup - $1,500 /additional CUSIP
Voice Response Calls - $.35 /call		800 Service - $1,650 ATT transfer connect
AML New Account Service - $1.00/new domestic		VRU Setup - $500 /fund group
accounts and $2.00/new foreign account		NSCC Setup - $1,500 /fund group
AML Base Service (excl Level 3 accounts)	2.	12b-1 Aging - $1.50 /account/year
0-999 accounts - $500.00/year	3.	Average Cost - $.36 /account/year
1,000-4,999 accounts - $1,000/year	4.	File Transmissions - subject to requirements
5,000-9,999 accounts - $2,500/year	5.	Selects - $300 per select
10,000+ accounts - $5,000/year	6.	ReportSource - No Charge - Web reporting
	7.	Physical Certificate Shares
ACH/EFT Shareholder Services:		Setup - $750 /fund
$125.00 /month/fund group		Issue of Certificate - $10.00 /certificate transaction
$ .50 /ACH item, setup, change	8.	Extraordinary services charged as incurred
$5.00 /correction, reversal	Development/Programming - $150 /hour
Out-of-pocket Costs - Including but not limited to:	Conversion of Records - Estimate to be provided
Telephone toll-free lines, call transfers, etc.	Custom processing, re-processing
Mailing, sorting and postage
Stationery, envelopes
Programming, special reports
Insurance, record retention, microfilm/fiche
Proxies, proxy services
Lost shareholder search
ACH fees
NSCC charges
All other out-of-pocket expenses
* Subject to CPI increase, Milwaukee MSA.

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EX-99.H.11

KEELEY SMALL CAP VALUE FUND, INC.
FUND ADMINISTRATION SERVICING AGREEMENT

     THIS AGREEMENT is made and entered into as of this 1st day of October, 2006, by and between KEELEY SMALL CAP VALUE FUND, INC., a Maryland corporation (the “Fund”) and U.S. BANCORP FUND SERVICES, LLC, a Wisconsin limited liability company (“USBFS”).

     WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, and is authorized to issue shares of beneficial interest in a portfolio of securities and other assets;

     WHEREAS, USBFS is, among other things, in the business of providing fund administration services for the benefit of its customers; and

     WHEREAS, the Fund desires to retain USBFS to provide fund administration services to the Fund.

     NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

1.	Appointment of USBFS as Administrator
	The Fund hereby appoints USBFS as administrator of the Fund on the terms and conditions set forth in this Agreement, and USBFS hereby accepts such appointment and agrees to perform the services and duties set forth in this Agreement. The services and duties of USBFS shall be confined to those matters expressly set forth herein, and no implied duties are assumed by or may be asserted against USBFS hereunder.
2.	Services and Duties of USBFS
	USBFS shall provide the following administration services to the Fund:
	A.	General Fund Management:
		(1)	Act as liaison among Fund service providers.
		(2)	Supply:
			a.	Corporate secretarial services.
			b.	Office facilities (which may be in USBFS’s, or an affiliate’s, own offices).
			c.	Non-investment-related statistical and research data as needed.

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	(3)	Coordinate the Fund’s board of directors’ (the “Board of Directors” or the “Directors”) communications, such as:
		a.	Prepare meeting agendas and resolutions, with the assistance of Fund counsel.
		b.	Prepare reports for the Board of Directors based on financial and administrative data.
		c.	Evaluate independent auditor.
		d.	Secure and monitor fidelity bond and director and officer liability coverage, and make the necessary Securities and Exchange Commission (the “SEC”) filings relating thereto.
		e.	Prepare minutes of meetings of the Board of Directors and Fund shareholders.
		f.	Recommend dividend declarations to the Board of Directors and prepare and distribute to appropriate parties notices announcing declaration of dividends and other distributions to shareholders.
		g.	Provide personnel to serve as officers of the Fund if so elected by the Board of Directors, attend Board of Directors meetings and present materials for Directors’ review at such meetings.
	(4)	Audits:
		a.	Prepare appropriate schedules and assist independent auditors.
		b.	Provide information to the SEC and facilitate audit process.
		c.	Provide office facilities.
	(5)	Assist in overall operations of the Fund.
	(6)	Pay Fund expenses upon written authorization from the Fund.
	(7)	Keep the Fund’s governing documents, including its charter, bylaws and minute books, but only to the extent such documents are provided to USBFS by the Fund or its representatives for safe keeping.
B.	Compliance:
	(1)	Regulatory Compliance:
		a.	Monitor compliance with the 1940 Act requirements, including:
			(i)	Asset diversification tests.
			(ii)	Total return and SEC yield calculations.
			(iii)	Maintenance of books and records under Rule 31a-3.
			(iv)	Code of ethics requirements under Rule 17j-1 for the disinterested Directors.
		b.	Monitor Fund’s compliance with the policies and investment limitations as set forth in its prospectus (the “Prospectus”) and statement of additional information (the “SAI”).
		c.	Perform its duties hereunder in compliance with all applicable laws and regulations and provide any sub-certifications reasonably requested by the Fund in connection with any certification required of

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		the Fund pursuant to the Sarbanes-Oxley Act of 2002 (the “SOX Act”) or any rules or regulations promulgated by the SEC thereunder, provided the same shall not be deemed to change USBFS’s standard of care as set forth herein.
	d.	Monitor applicable regulatory and operational service issues, and update Board of Directors periodically.
(2)	Blue Sky Compliance:
	a.	Prepare and file with the appropriate state securities authorities any and all required compliance filings relating to the qualification of the securities of the Fund so as to enable the Fund to make a continuous offering of its shares in all states.
	b.	Monitor status and maintain registrations in each state.
	c.	Provide updates regarding material developments in state securities regulation.
(3)	SEC Registration and Reporting:
	a.	Assist Fund counsel in annual update of the Prospectus and SAI and in preparation of proxy statements as needed.
	b.	Prepare and file annual and semiannual shareholder reports, Form N-SAR, Form N-CSR, and Form N-Q filings and Rule 24f-2 notices. As requested by the Fund, prepare and file Form N-PX filings.
	c.	Coordinate the printing, filing and mailing of Prospectuses and shareholder reports, and amendments and supplements thereto.
	d.	File fidelity bond under Rule 17g-1.
	e.	Monitor sales of Fund shares and ensure that such shares are properly registered or qualified, as applicable, with the SEC and the appropriate state authorities.
(4)	IRS Compliance:
	a.	Monitor the Fund’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation, review of the following:
		(i)	Asset diversification requirements.
		(ii)	Qualifying income requirements.
		(iii)	Distribution requirements.
	b.	Calculate required distributions (including excise tax distributions).

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	C.	Financial Reporting:
		(1)	Provide financial data required by the Prospectus and SAI.
		(2)	Prepare financial reports for officers, shareholders, tax authorities, performance reporting companies, the Board of Directors, the SEC, and independent accountants.
		(3)	Supervise the Fund’s custodian and fund accountants in the maintenance of the Fund’s general ledger and in the preparation of the Fund’s financial statements, including oversight of expense accruals and payments, the determination of net asset value and the declaration and payment of dividends and other distributions to shareholders.
		(4)	Compute the yield, total return, expense ratio and portfolio turnover rate of each class of the Fund.
		(5)	Monitor the expense accruals and notify the Fund’s management of any proposed adjustments.
		(6)	Prepare monthly financial statements, which include, without limitation, the following items:
			a.	Schedule of Investments.
			b.	Statement of Assets and Liabilities.
			c.	Statement of Operations.
			d.	Statement of Changes in Net Assets.
			e.	Cash Statement.
			f.	Schedule of Capital Gains and Losses.
		(7)	Prepare quarterly broker security transaction summaries.
	D.	Tax Reporting:
		(1)	Prepare and file on a timely basis appropriate federal and state tax returns including, without limitation, Forms 1120/8610, with any necessary schedules.
		(2)	Prepare state income breakdowns where relevant.
		(3)	File Form 1099 for payments to disinterested Directors and other service providers.
		(4)	Monitor wash sale losses.
		(5)	Calculate eligible dividend income for corporate shareholders.
3.	Compensation
	USBFS shall be compensated for providing the services set forth in this Agreement in accordance with the fee schedule set forth on Exhibit A hereto (as amended from time to time). USBFS shall also be compensated for such out-of-pocket expenses (e.g., telecommunication charges, postage and delivery charges, and reproduction charges) as are reasonably incurred by USBFS in performing its duties hereunder. The Fund shall pay all such fees and reimbursable expenses within 30 calendar days following receipt of the billing notice, except for any fee or expense subject to a good faith dispute. The Fund shall notify USBFS in writing within 30 calendar days following receipt of each invoice if the Fund is disputing any amounts in good faith. The Fund shall pay such disputed amounts

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	within 10 calendar days of the day on which the parties agree to the amount to be paid. With the exception of any fee or expense the Fund is disputing in good faith as set forth above, unpaid invoices shall accrue a finance charge of 1½% per month after the due date. Notwithstanding anything to the contrary, amounts owed by the Fund to USBFS shall only be paid out of the assets and property of the particular Fund involved.
4.	Representations and Warranties
	A.	The Fund hereby represents and warrants to USBFS, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
		(1)	It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
		(2)	This Agreement has been duly authorized, executed and delivered by the Fund in accordance with all requisite action and constitutes a valid and legally binding obligation of the Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and
		(3)	It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
	B.	USBFS hereby represents and warrants to the Fund, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
		(1)	It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, lo enter into this Agreement and to perform its obligations hereunder;
		(2)	This Agreement has been duly authorized, executed and delivered by USBFS in accordance with all requisite action and constitutes a valid and legally binding obligation of USBFS, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; and

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		(3)	It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement.
5.	Standard of Care; Indemnification; Limitation of Liability
	A.	USBFS shall exercise reasonable care in the performance of its duties under this Agreement. USBFS shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with its duties under this Agreement, including losses resulting from mechanical breakdowns or the failure of communication or power supplies beyond USBFS’s control, except a loss arising out of or relating to USBFS refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. Notwithstanding any other provision of this Agreement, if USBFS has exercised reasonable care in the performance of its duties under this Agreement, the Fund shall indemnify and hold harmless USBFS from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that USBFS may sustain or incur or that may be asserted against USBFS by any person arising out of any action taken or omitted to be taken by it in performing the services hereunder (i) in accordance with the foregoing standards, or (ii) in reliance upon any written or oral instruction provided to USBFS by any duly authorized officer of the Fund, as approved by the Board of Directors of the Fund, except for any and all claims, demands, losses, expenses, and liabilities arising out of or relating to USBFS’s refusal or failure to comply with the terms of this Agreement or from its bad faith, negligence or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of the Fund, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “USBFS” shall include USBFS’s directors, officers and employees.
		USBFS shall indemnify and hold the Fund harmless from and against any and all claims, demands, losses, expenses, and liabilities of any and every nature (including reasonable attorneys’ fees) that the Fund may sustain or incur or that may be asserted against the Fund by any person arising out of any action taken or omitted to be taken by USBFS as a result of USBFS’s refusal or failure to comply with the terms of this Agreement, or from its bad faith, negligence, or willful misconduct in the performance of its duties under this Agreement. This indemnity shall be a continuing obligation of USBFS, its successors and assigns, notwithstanding the termination of this Agreement. As used in this paragraph, the term “Fund” shall include the Fund’s directors, officers and employees.

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	Neither party to this Agreement shall be liable to the other party for consequential, special or punitive damages under any provision of this Agreement.
	In the event of a mechanical breakdown or failure of communication or power supplies beyond its control, USBFS shall take all reasonable steps to minimize service interruptions for any period that such interruption continues. USBFS will make every reasonable effort to restore any lost or damaged data and correct any errors resulting from such a breakdown at the expense of USBFS. USBFS agrees that it shall, at all times, have reasonable contingency plans with appropriate parties, making reasonable provision for emergency use of electrical data processing equipment to the extent appropriate equipment is available. Representatives of the Fund shall be entitled to inspect USBFS’s premises and operating capabilities at any time during regular business hours of USBFS, upon reasonable notice to USBFS. Moreover, USBFS shall provide the Fund, at such times as the Fund may reasonably require, copies of reports rendered by independent accountants on the internal controls and procedures of USBFS relating to the services provided by USBFS under this Agreement.
	Notwithstanding the above, USBFS reserves the right to reprocess and correct administrative errors at its own expense.
B.	In order that the indemnification provisions contained in this section shall apply, it is understood that if in any case the indenmitor may be asked to indemnify or hold the indemnitee harmless, the indemnitor shall be fully and promptly advised of all pertinent facts concerning the situation in question, and it is further understood that the indemnitee will use all reasonable care to notify the indemnitor promptly concerning any situation that presents or appears likely to present the probability of a claim for indemnification. The indemnitor shall have the option to defend the indemnitee against any claim that may be the subject of this indemnification. In the event that the indemnitor so elects, it will so notify the indemnitee and thereupon the indemnitor shall take over complete defense of the claim, and the indemnitee shall in such situation initiate no further legal or other expenses for which it shall seek indemnification under this section. The indemnitee shall in no case confess any claim or make any compromise in any case in which the indemnitor will be asked to indemnify the indemnitee except with the indemnitor’s prior written consent.
C.	The indemnity and defense provisions set forth in this Section 5 shall indefinitely survive the termination and/or assignment of this Agreement.
D.	If USBFS is acting in another capacity for the Fund pursuant to a separate agreement, nothing herein shall be deemed to relieve USBFS of any of its obligations in such other capacity.

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6.	Data Necessary to Perform Services
	The Fund or its agent shall furnish to USBFS the data necessary to perform the services described herein at such times and in such form as mutually agreed upon.
7.	Proprietary and Confidential Information
	USBFS agrees on behalf of itself and its directors, officers, and employees to treat confidentially and as proprietary information of the Fund, all records and other information relative to the Fund and prior, present, or potential shareholders of the Fund (and clients of said shareholders), and not to use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except (i) after prior notification to and approval in writing by the Fund, which approval shall not be unreasonably withheld and may not be withheld where USBFS may be exposed to civil or criminal contempt proceedings for failure to comply, (ii) when requested to divulge such information by duly constituted authorities, or (iii) when so requested by the Fund. Records and other information which have become known to the public through no wrongful act of USBFS or any of its employees, agents or representatives, and information that was already in the possession of USBFS prior to receipt thereof from the Fund or its agent, shall not be subject to this paragraph.
	Further, USBFS will adhere to the privacy policies adopted by the Fund pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time. In this regard, USBFS shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of, records and information relating to the Fund and its shareholders.
8.	Records
	USBFS shall keep records relating to the services to be performed hereunder in the form and manner, and for such period, as it may deem advisable and is agreeable to the Fund, but not inconsistent with the rules and regulations of appropriate government authorities, in particular, Section 31 of the 1940 Act and the rules thereunder. USBFS agrees that all such records prepared or maintained by USBFS relating to the services to be performed by USBFS hereunder are the property of the Fund and will be preserved, maintained, and made available in accordance with such applicable sections and rules of the 1940 Act and will be promptly surrendered to the Fund or its designee on and in accordance with its request.

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9.	Compliance with Laws
	The Fund has and retains primary responsibility for all compliance matters relating to the Fund, including but not limited to compliance with the 1940 Act, the Code, the SOX Act, the USA Patriot Act of 2002 and the policies and limitations of the Fund relating to its portfolio investments as set forth in its Prospectus and SAI. USBFS’s services hereunder shall not relieve the Fund of its responsibilities for assuring such compliance or the Board of Director’s oversight responsibility with respect thereto.
10.	Term of Agreement; Amendment
	This Agreement shall become effective as of the date first written above and will continue in effect for a period of three (3) years. Subsequent to the initial three-year term, this Agreement may be terminated by either party upon giving 90 days prior written notice to the other party or such shorter period as is mutually agreed upon by the parties. Notwithstanding the foregoing, this Agreement may be terminated by any party upon the breach of the other party of any material term of this Agreement if such breach is not cured within 15 days of notice of such breach to the breaching party. This Agreement may not be amended or modified in any manner except by written agreement executed by USBFS and the Fund, and authorized or approved by the Board of Directors.
11.	Duties in the Event of Termination
	In the event that, in connection with termination, a successor to any of USBFS’s duties or responsibilities hereunder is designated by the Fund by written notice to USBFS, USBFS will promptly, upon such termination and at the expense of the Fund, transfer to such successor all relevant books, records, correspondence, and other data established or maintained by USBFS under this Agreement in a form reasonably acceptable to the Fund (if such form differs from the form in which USBFS has maintained the same, the Fund shall pay any expenses associated with transferring the data to such form), and will cooperate in the transfer of such duties and responsibilities, including provision for assistance from USBFS’s personnel in the establishment of books, records, and other data by such successor. If no such successor is designated, then such books, records and other data shall be returned to the Fund.
12.	Early Termination
	In the absence of any material breach of this Agreement, should the Fund elect to terminate this Agreement prior to the end of the term, the Fund agrees to pay the following fees:
		a.	all monthly fees through the life of the contract, including the rebate of any negotiated discounts;
		b.	all fees associated with converting services to successor service provider;

9

		c.	all fees associated with any record retention and/or tax reporting obligations that may not be eliminated due to the conversion to a successor service provider;
		d.	all out-of-pocket costs associated with a-c above.
13.	Assignment
	This Agreement shall extend to and be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable by the Fund without the written consent of USBFS, or by USBFS without the written consent of the Fund accompanied by the authorization or approval of the Fund’s Board of Directors.
14.	Governing Law
	This Agreement shall be construed in accordance with the laws of the State of Wisconsin, without regard to conflicts of law principles. To the extent that the applicable laws of the State of Wisconsin, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control, and nothing herein shall be construed in a manner inconsistent with the 1940 Act or any rule or order of the SEC thereunder.
15.	No Agency Relationship
	Nothing herein contained shall be deemed to authorize or empower either party to act as agent for the other party to this Agreement, or to conduct business in the name, or for the account, of the other party to this Agreement.
16.	Services Not Exclusive
	Nothing in this Agreement shall limit or restrict USBFS from providing services to other parties that are similar or identical to some or all of the services provided hereunder.
17.	Invalidity
	Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In such case, the parties shall in good faith modify or substitute such provision consistent with the original intent of the parties.
18.	Legal-Related Services

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	Nothing in this Agreement shall be deemed to appoint USBFS and its officers, directors and employees as the Fund attorneys, form attorney-client relationships or require the provision of legal advice. The Fund acknowledges that in-house USBFS attorneys exclusively represent USBFS and rely on outside counsel retained by the Fund to review all services provided by in-house USBFS attorneys and to provide independent judgment on the Fund’s behalf. Because no attorney-client relationship exists between in-house USBFS attorneys and the Fund, any information provided to USBFS attorneys may not be privileged and may be subject to compulsory disclosure under certain circumstances. USBFS represents that it will maintain the confidentiality of information disclosed to its in-house attorneys on a best efforts basis.
19.	Notices
	Any notice required or permitted to be given by either party to the other shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service, or three days after sent by registered or certified mail, postage prepaid, return receipt requested, or on the date sent and confirmed received by facsimile transmission to the other party’s address set forth below:
	Notice to USBFS shall be sent to:
	U.S. Bancorp Fund Services, LLC 615 East Michigan Street Milwaukee, WI 53202
	and notice to the Fund shall be sent to:
	Keeley Small Cap Value Fund, Inc. 401 S. LaSalle Street, Suite 1201 Chicago, IL 60605
20.	Multiple Originals
	This Agreement may be executed on two or more counterparts, each of which when so executed shall be deemed to be an original, but such counterparts shall together constitute but one and the same instrument.

11

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the date first above written.

KEELEY SMALL CAP VALUE FUND, INC.		U.S. BANCORP FUND SERVICES, LLC
By:	/s/ John L. Keeley, Jr.	By:	/s/ Michael R. McVoy
Name:	John L. Keeley, Jr.	Name:	Michael R. McVoy
Title:	President	Title:	Sr. Vice President

Exhibit A
to the Keeley Small Cap Value Fund, Inc.
Fund Administration Servicing Agreement

ACCOUNTING, ADMINISTRATION & COMPLIANCE SERVICES

FEE SCHEDULE EFFECTIVE: 10-1-2006

Annual Asset-based Fee* 

• .0300% (3.00 basis points) on the first $500 million of fund complex assets
• .0275% (2.75 basis points) on the next $500 million of fund complex assets
• .0225% (2.25 basis points) on the next $500 million of fund complex assets
• .0175% (1.75 basis points) on the next $3.5 billion of fund complex assets
• .0150% (1.50 basis points) on the balance of fund complex assets 

Service Fees

     •     Pricing Services

          •     $.15 Domestic and Canadian Equities

          •     $.15 Options

          •     $.50 Corp/Gov/Agency Bonds

          •     $.80 CMO's

          •     $.50 International Equities and Bonds

          •     $.80 Municipal Bonds

          •     $.80 Money Market Instruments

          •     $125 /fund/month - Mutual Fund Security Pricing

          •     $2.00 /equity/month Corporate Actions

          •     $125 /month Manual Security Pricing

     •     Factor Services (BondBuyer)

          •     $1.50 /CMO/month

          •     $.25 /Mortgage Backed/month

          •     $300 /month Minimum Per Fund Group

     •     Fair Value Services (FT Interactive)

          •     $.60 on the first 100 securities per day

          •     $44 on the balance of securities per day

     •     Advisor Information Source web portal

          •     $825/month

Out-Of-Pocket Expenses – Including, but not limited to: courier & postage, stationery, programming, special reports, projects, and/or programming, board reporting, daily compliance testing systems expenses, proxies, insurance, EDGAR filing, retention & storage of records, federal & state regulatory filing fees, certain insurance premiums, expenses for board of directors meetings & related travel, audit & legal fees, and conversion expenses.

The addition of funds, classes, master-feeder structures, foreign securities, sub-advisors or multiple advisors, legal administration, SEC 15c reporting, AIS data delivery are subject to additional fees.

     •     Each additional fund – base fee of $48,000 per year

     •     Each additional class – base fee of $24,000 per year

     •     Each additional advisor – base fee of $12,000 per year

* Subject to annual CPI increase, Milwaukee MSA

Fees are billed monthly for a standard three year term.

This fee schedule supersedes all previous drafts.

A-1

EX-99.I

[LETTERHEAD OF VENABLE LLP]

August 14, 2007

Keeley Small Cap Value Fund, Inc. 

401 South LaSalle Street 

Suite 1201 

Chicago, Illinois 60605 

Re:	Registration Statement on Form N-1A:
	1933 Act File No.: 33-63562
	1940 Act File No.: 811-7760

Ladies and Gentlemen:

     We have served as Maryland counsel to Keeley Small Cap Value Fund, Inc., a Maryland corporation registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company (the "Company"), in connection with certain matters of Maryland law arising out of the registration and issuance of an indefinite number of shares (the "Shares") of common stock, $.005 par value per share (the "Common Stock"), of the Company, covered by Post-Effective Amendment No. 17 (the "Post-Effective Amendment") to the above-referenced Registration Statement (the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act.

     In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the "Documents"):

     1. The Post-Effective Amendment, substantially in the form transmitted to the Commission under the 1933 Act and 1940 Act;

     2. The charter of the Company (the "Charter"), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the "SDAT");

     3. The Bylaws of the Company, certified as of the date hereof by an officer of the Company;

     4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

Keeley Small Cap Value Fund, Inc.
August 14, 2007
Page 2

5. Resolutions adopted by the Board of Directors of the Company (the "Resolutions") relating to the authorization of the sale and issuance of the Shares at net asset value in a continuous public offering, certified as of the date hereof by an officer of the Company;

6. A certificate executed by an officer of the Company, dated as of the date hereof; and

7. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

     1. Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

     4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5. Upon any issuance of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

Keeley Small Cap Value Fund, Inc.
August 14, 2007
Page 3

     Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

     1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

     2. The issuance of the Shares has been duly authorized and, when and if issued and delivered against payment of net asset value therefor in accordance with the Resolutions and the Registration Statement, the Shares will be validly issued, fully paid and nonassessable.

     The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with federal or state securities laws, including the securities laws of the State of Maryland, or the 1940 Act.

     The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

     This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

Very truly yours, 

/s/ Venable LLP 

EX-99.J

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated November 29, 2006, relating to the financial statements and financial highlights which appear in the September 30, 2006 Annual Report to Shareholders of Keeley Small Cap Value Fund, Inc., which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings “Financial Highlights,” “Disclosure of Portfolio Holdings” and “Independent Registered Public Accounting Firm” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
August 9, 2007