Aegis Value Fund, Inc.
Semi-Annual Report
February 28, 2005
Shareholders Letter April 15, 2005
To the shareholders of the Aegis Value Fund:
We are pleased to present the Aegis Value Fund s semi-annual report for the
six months ending February 28, 2005. We take this opportunity to welcome
new shareholders to the Fund and provide a brief overview of the objectives
and strategy of the Fund.
The Aegis Value Fund seeks to achieve long-term, above market returns while
minimizing risk of capital loss. Our strategy is to invest in well-researched,
small-cap equities trading at a fraction of their intrinsic worth. We believe
the equity markets are often inefficient, and we are contrarian, bottom-up
stock selectors. We generally buy stocks trading at low price-to-book and
price-to-earnings ratios, a segment of the market where academic research
shows historical returns to be significantly higher than the overall market.
We look for indications of strong corporate governance and ethical stewardship
as evidenced by high insider ownership, proper use of corporate profits
including bargain-priced share repurchases, and appropriate executive salary
and options levels. We tend to purchase companies when they are misunderstood,
out of favor, or neglected, and hold these companies until share prices reach
our estimates of intrinsic value.
Since inception of the Aegis Value Fund on May 15, 1998, performance has been
strong relative to benchmark indices. The Fund has posted a cumulative gain
of 168.4 percent through April 15, 2005, compared to cumulative gains of
73.1 percent in our primary small-cap benchmark, the Russell 2000 Value Index.
During this period, the Russell 2000 Index of small-cap stocks posted
cumulative gains of 34.4 percent, and the S&P 500 posted cumulative gains
of 14.3 percent.*
For the six months ending February 28, 2005, the Aegis Value Fund posted a
gain of 7.9 percent, versus a gain of 15.4 percent for the Russell 2000 Value
Index. The Russell 2000 Index returned 16.4 percent, while the S&P 500 Index
returned 10.0 percent.
The Fund s performance was affected by a broad rise in valuation of small-cap
value stocks. We believe this broad rise in valuation may have been driven at
least in part by the decisions of many equity investors to increase their
positions in small-cap value stocks following the excellent performance of
the sector in recent years.*
We believe the rise in valuations this year was quite broad: many sectors of
the stock market rose in valuation. The breadth of this rise left us with
fewer than usual opportunities to invest in securities trading at low
price-to-book multiples. Rather than respond to rising valuations by
purchasing stocks at higher valuation measures, we have responded by
conserving cash, anticipating better future investment opportunities. Because
cash returns have been below benchmark index returns during the period, this
decision was a factor in our performance versus the benchmark.
As you are probably aware, we closed the Fund to new investors as of
November 30, 2004.
For more detailed commentary and analysis of the Fund s performance and our
outlook on the investing climate, please read our semi-annual Advisors
Report dated February 28, 2005.
Aegis Financial Corporation
Scott L. Barbee, CFA
Managing Director, Portfolio Manager
* - Aegis Value Fund s one-year, three-year, five-year, and since
inception (5/15/1998) average annual returns for the period ending
March 31, 2005 are 6.4%, 14.0%, 19.6%, and 15.8% respectively.
Returns include reinvestment of dividends and capital gains.
Russell 2000 Value Index one-year, three-year, five-year, and
since inception (AVALX-5/15/1998) average annual returns for the
period ending March 31, 2005 are 9.8%, 11.5%, 15.4%, and 9.2%. Past
performance is no guarantee of future results. Share prices will
fluctuate, so that shares may be worth more or less than their
original cost when redeemed. All historical performance returns
shown in this semi-annual report are pre-tax returns.
Important Note:
As a shareholder of the Fund, you incur ongoing costs, including
management fees and other Fund expenses. This example is intended
to help you understand your ongoing costs (in dollars) of investing
in the Fund and to compare these costs with ongoing costs of
investing in other mutual funds. The example is based on an
investment of $1,000 invested at the beginning of the
period and held for the entire semi-annual period,
September 1, 2004 - February 28, 2005.
Actual expenses
The table below provides information about actual account values
and actual expenses.
Actual
======
Beginning Ending Expenses
Account Value Account Value Paid During
Fund (09/01/2004) (02/28/2005) (1) Period (2)
- ---- ------------- -------------- ------------
Aegis Value Fund $1,000.00 $1,079.20 $7.32
Hypothetical
(5% annual return before expenses)
==================================
Beginning Ending Expenses
Account Value Account Value Paid During
Fund (09/01/2004) (02/28/2005) Period (2)
- ---- ------------- -------------- ------------
Aegis Value Fund $1,000.00 $1,017.80 $7.10
(1) The actual ending account value is based on the actual total
return of the Fund for the period September 1, 2004 to
February 28, 2005 after actual expenses and will differ from
the hypothetical ending account value which is based on the
Fund s actual expense ratio and a hypothetical annual return
of 5% before expenses. The actual cumulative returns at net
asset value for the period September 1, 2004 to
February 28, 2005 were 7.92%.
(2) Expenses are equal to the Fund s annualized expense
ratio (1.42%) multiplied by the average account value over
the period, multiplied by 181/365 (to reflect the period
between 09/01/2004 and 02/28/2005).
You may use the information in this table, together with the amount
you invested, to estimate the expenses that you paid over the period.
Simply divide your account value by $1,000 (for example, an $8,600
account value divided by $1,000 = 8.6), then multiply the result by
the number in the table under the heading entitled Actual Expenses
Paid During Period to estimate the expenses you paid on your
account during this period.
Hypothetical example for comparison purposes
The table above also provides information about hypothetical account
values and hypothetical expenses based on the Fund s actual expense
ratio and an assumed rate of return of 5% per year before expenses,
which is not the Fund s actual return. The hypothetical account
values and expenses may not be used to estimate the actual ending
account balance or expenses you paid for the period. You may use
this information to compare the ongoing costs of investing in the
Fund and other funds. To do so, compare this 5% hypothetical example
with the 5% hypothetical examples that appear in the shareholder
reports of the other funds.
Please note that the expenses shown in the table are meant to
highlight your ongoing costs only. The Fund is a pure no-load fund
and does not charge any sales charges (loads), distribution or
service fees, or redemption fees.
Key Statistics
Results of a $10,000 Investment
[Chart showing growth of an investment of $10,000 in the Aegis
Value Fund at inception compared to the growth of the Russell
2000 Value Index]
Russell 2000
AVALX Value Index
----- ------------
5/15/98 $10,000 $10,000
8/31/98 8,210 7,564
8/31/99 10,990 8,629
8/31/00 11,964 9,811
8/31/01 16,521 11,581
8/31/02 17,760 10,933
8/31/03 21,954 13,521
8/31/04 25,591 16,157
2/28/05 27,619 18,641
Average Annual Total Returns (As of February 28, 2005)
Russell 2000
AVALX Value Index
----- ------------
Trailing 5 Year 20.4% 16.0%
Trailing 3 Year 15.4% 15.0%
Trailing 1 Year 8.6% 13.6%
Since inception (May 15, 1998) 16.1% 9.6%
Industry Breakdown
- ------------------
Common Stocks % of the Fund assets
Finance and Real Estate 11.9%
Agriculture 7.6%
Retail and Entertainment 6.1%
Transportation 5.4%
Energy & Natural Resources 4.6%
Industrial Cyclicals 3.7%
Textiles and Apparel 2.1%
Technology 1.6%
Basic Materials 1.6%
Consumer Non-Durables 1.1%
Consumer Durables 0.7%
Wholesale and Distribution 0.6%
Capital Goods 0.6%
Commercial Services 0.0%
Preferred Stocks 0.3%
Warrants 0.1%
Cash and Short-Term Investment 52.0%
-----
Total Assets 100.0%
Aegis Value Fund, Inc.
Schedule of Portfolio Investments
February 28, 2005
Common Stock - 47.6% Shares Market Value
- -------------------- ------ ------------
Industrial Cyclicals - 3.7%
Allied Defense Group, Inc.* 210,200 $4,834,600
American Pacific Corp.* (1) 670,534 5,961,047
Ampco-Pittsburgh Corporation 65,000 861,250
International Aluminum Corp. 32,300 1,078,497
Pope & Talbot, Inc. 109,100 1,767,420
Quipp, Inc.* (1) 78,300 1,017,509
Ryerson Tull Class A 951,700 13,656,895
----------
29,177,218
Wholesale and Distribution - 0.6%
Nash Finch Company 113,724 4,504,608
---------
4,504,608
Finance and Real Estate - 11.9%
Acceptance Insurance Companies, Inc.* 229,400 1,376
Allmerica Financial Corp.* 224,000 8,019,200
Amnet Mortgage Inc.* (1) 490,821 4,299,592
Boykin Lodging Company * 100,000 959,000
California First National Bank Corp. (1) 563,504 7,184,676
First Union Real Estate Equity SBI* 593,456 2,539,992
Maxcor Financial Group 20,900 187,891
Medallion Financial Corp. 42,000 383,880
Meristar Hospitality Inc.* 653,800 4,798,892
MI Developments Inc. 123,000 3,966,750
The MIIX Group Inc.* (1) 720,000 21,600
PMA Capital Corp. Class A* (1) 1,609,351 14,564,627
Prime Group Realty Trust * (1) 2,158,700 15,240,422
PXRE Group Ltd. 720,000 18,720,000
SCPIE Holdings, Inc.* (1) 975,000 10,695,750
SWS Group Inc. 117,300 2,118,438
----------
93,702,086
Textiles and Apparel - 2.1%
Delta Apparel, Inc. 171,000 5,078,700
Delta Woodside Industries* (1) 428,700 347,247
Haggar Corporation 195,863 4,017,150
Nitches, Inc.* 37,620 162,180
Quaker Fabric Corporation * (1) 1,273,702 5,387,759
Tandy Brands Accessories 150,000 2,029,500
----------
17,022,536
Transportation - 5.4%
Air France ADR 436,700 8,249,263
International Shipholding Corp.* 95,700 1,609,674
Mair Holdings, Inc.* 995,000 8,955,000
Maritrans, Inc. 73,800 1,456,074
National RV Holdings* 276,300 2,914,965
Sea Containers Ltd. - Class A 920,000 19,182,000
----------
42,366,976
Energy & Natural Resources - 4.6%
Alliant Energy Corp. 160,000 4,280,000
Avista Corporation 45,800 835,392
Global Industries, Inc.* 220,535 2,165,654
Horizon Offshore Inc.* 969,574 892,008
Idacorp Inc. 80,800 2,335,928
PNM Resources, Inc. 255,000 6,691,200
Reliant Resources Inc. * 690,300 8,276,697
USEC Inc. 740,500 10,959,400
----------
36,436,279
Commercial Services - 0.0%
LQ Corporation* 52,115 89,638
-------
89,638
Agriculture - 7.6%
The Andersons, Inc. 324,351 10,249,492
Dimon Inc. (1) 2,720,000 17,625,600
Imperial Sugar (1) 1,025,000 14,780,500
Standard Commercial Corporation (1) 936,800 17,705,520
----------
60,361,112
Consumer Durables - 0.7%
Bassett Furniture Industries, Inc. 306,654 5,841,759
----------
5,841,759
Technology - 1.6%
Audiovox Corporation - Class A* 490,892 7,319,200
IDT Corporation* 10,000 146,800
IDT Corporation - Class B* 86,000 1,317,520
Integrated Telecom Express Inc.* (2) 308,300 30,830
Pemstar Inc*. 2,000,000 2,800,000
Technology Solutions Company* 828,594 878,310
----------
12,492,659
Retail and Entertainment - 6.1%
Books-A-Million Inc. (1) 858,822 7,652,104
Bowl America Inc. - Class A 9,481 135,104
Duckwall-ALCO Stores, Inc.* 140,100 2,556,825
Lubys, Inc.* (1) 2,039,500 13,848,205
Marsh Supermarkets, Inc. - Class B 207,409 2,955,578
Nathans Famous, Inc.* 132,400 1,023,452
ShopKo Stores, Inc.* 176,500 3,090,515
Toys R Us, Inc.* 703,100 16,079,897
Ultimate Electronics, Inc.* 347,492 389,191
Village Super Market Inc. 9,330 391,860
----------
48,122,732
Basic Materials - 1.6%
NewMarket Corp.* 185,360 3,523,694
Royal Group Technologies* 1,108,100 9,441,012
---------
12,964,706
Capital Goods - 0.6%
Dominion Homes Inc.* 263,349 5,061,568
---------
5,061,568
Consumer Non-Durables - 1.1%
CPAC, Inc. (1) 306,998 1,516,570
Head N.V.* 1,881,000 6,940,890
National Presto Industries, Inc. 15,000 627,900
---------
9,085,360
----------
Total Common Stocks - (Cost $279,433,890) 377,229,235
-----------
Preferred Stocks - 0.3%
- -----------------------
Glenborough Realty 7.75% Conv. Pfd. 5,260 135,708
La Quinta Properties 9% Series A Pfd. 76,800 1,991,424
---------
Total Preferred Stocks - (Cost $1,759,375) 2,127,132
---------
Warrants - 0.1%
- ---------------
Air France ADW* 397,000 389,060
-------
Total Warrants - (Cost $627,260) 389,060
-------
Investment Companies - 1.4% Shares Market Value
- --------------------------- ------ ------------
Federated Prime Obligations Fund 11,456,054 11,456,054
----------
Total Investment Companies - (Cost $11,456,054) 11,456,054
----------
Short-Term Investments - 50.5% Face Value Market Value
- ------------------------------ ---------- ------------
U. S. Treasury Bill due 3/3/05 $65,000,000 64,988,872
U. S. Treasury Bill due 3/10/05 30,000,000 29,982,531
U. S. Treasury Bill due 3/17/05 55,000,000 54,946,106
U. S. Treasury Bill due 3/24/05 80,000,000 79,884,488
U. S. Treasury Bill due 3/31/05 65,000,000 64,874,531
U. S. Treasury Bill due 4/14/05 30,000,000 29,913,390
U. S. Treasury Bill due 4/21/05 75,000,000 74,735,475
-----------
Total Short-Term Investments - (Cost $399,325,392) 399,325,392
-----------
Total Investments - 99.9% (Cost $692,601,971) 790,526,873
-----------
Other Assets and Liabilities - 0.1% 359,043
--------
Net Assets - 100.0% $790,885,916
============
* Non-income producing securities
(1) Affiliated Company - see Note 6
(2) Company is in liquidation and security is being fair valued by
the Board of Directors.
See accompanying notes to the financial statements
Aegis Value Fund, Inc.
Statement of Assets and Liabilities
February 28, 2005
Assets
Investments in unaffiliated companies
at market value (cost $572,832,711) $652,678,145
Investments in affiliated companies
at market value (cost $119,761,144) 137,848,728
Cash 4,723,998
Receivable for fund shares sold 556,492
Interest and dividends receivable 348,748
Other assets 55,305
-----------
Total assets 796,211,417
-----------
Liabilities
Payable for investment securities purchased 853,611
Payable for fund shares redeemed 3,566,475
Accrued expenses 905,415
----------
Total liabilities 5,325,500
----------
Net assets (43,775,590 shares of $0.001 par
value capital stock outstanding; 100,000,000 shares
authorized) $790,885,916
============
Net assets consist of:
Capital stock at par value $43,775
Paid-in capital 627,644,380
Accumulated net realized gain 65,264,743
Net unrealized appreciation 97,933,018
------------
Net assets $790,885,916
============
Net asset value per share $18.07
=======
See accompanying notes to the financial statements
Aegis Value Fund, Inc.
Statement of Operations
For Six Months Ending February 28, 2005
Investment Income
Dividends from unaffiliated companies $1,250,837
Dividends from affiliated companies 1,771,837
Interest 3,706,639
----------
Total income 6,729,313
----------
Expenses
Investment advisory fees 4,643,676
Transfer agency and administration fees 632,993
Registration fees 40,995
Custody fees 31,956
Printing and postage costs 42,195
Legal and accounting fees 33,918
Insurance 21,469
Directors fees 22,954
----------
Gross expenses 5,470,156
Less: fees paid indirectly (14,018)
----------
Net expenses 5,456,138
----------
Net investment income 1,273,175
----------
Realized and unrealized gain on investments
Net realized gain on investments - unaffiliated companies 23,414,301
Net realized gain on investments - affiliated companies 0
Change in unrealized appreciation of
investments for the period 33,801,816
----------
Net realized and unrealized gain on investments 57,216,118
----------
Net increase in net assets resulting from operations $58,489,293
===========
See accompanying notes to the financial statements
Aegis Value Fund, Inc.
Statement of Changes in Net Assets
For the Period September 1, 2004 to
February 28, 2005
Increase in net assets from operations
Net investment income (loss) $1,273,175
Net realized gain on investments 23,414,301
Change in unrealized appreciation 33,801,816
----------
Net increase (decrease) in net assets
resulting from operations 58,489,293
----------
Distributions
Investment income - net 0
Realized capital gains (37,827,230)
----------
Total distributions (37,827,230)
----------
Capital share transactions*
Subscriptions 156,135,464
Distributions reinvested 34,358,403
Redemptions (122,507,044)
------------
Total capital share transactions 67,986,823
------------
Total increase in net assets 88,648,886
Net assets at beginning of period 702,237,030
------------
Net assets at end of period $790,885,916
============
*Share information
Subscriptions 8,652,303
Distributions reinvested 1,916,317
Redemptions (6,793,438)
----------
Net increase 3,775,182
==========
See accompanying notes to the financial statements
Aegis Value Fund, Inc.
Financial Highlights
For Six Months Ending February 28, 2005
And Fiscal Year Ending August 31, 2004
Six months ended Year ended
February 28, 2005 August 31, 2004
----------------- ---------------
Per share data:
Net asset value - beginning of period $17.56 $15.44
Income from investment operations-
Net investment income (loss) 0.03 (0.06)
Net realized and unrealized
gain (loss) on investments 1.35 2.59
------ ------
Total from investment operations 1.38 2.53
------ ------
Less distributions declared to shareholders
Net investment income 0.00 (0.01)
Net realized capital gains (0.87) (0.40)
------ ------
Total distributions (0.87) (0.41)
------ ------
Net asset value - end of period $18.07 $17.56
====== ======
Total investment return 7.92% 16.55%
Ratios (to average net assets)/supplemental data:
Expenses after reimbursement and
fees paid indirectly 1.42% (1) 1.50% (1)
Expenses before reimbursement and
fees paid indirectly 1.42% 1.51%
Net investment income (loss) 0.33% (0.34)%
Portfolio turnover 14% 27%
Net assets at end of period (000 s) $790,885 $702,237
(1) Ratio after expense reimbursement, before fees paid
indirectly, is 1.42% in 2005 and 1.50% in 2004.
See accompanying notes to the financial statements
Aegis Value Fund, Inc.
Notes to Financial Statements
February 28, 2005
1. The Organization
Aegis Value Fund, Inc. (the Fund) is registered under the Investment Company
Act of 1940 as a diversified open-end management company. The Fund was
incorporated October 22, 1997 in the State of Maryland and commenced
operations May 15, 1998. The Fund s principal investment goal is to seek
long-term capital appreciation by investing primarily in common stocks that
are believed to be significantly undervalued relative to the market based on
a company s book value, revenues, or cash flow. Refer to a current
Prospectus for additional information about the Fund.
2. Summary of Significant Accounting Policies
Security valuation. Investments in securities traded on a national
securities exchange (or reported on the NASDAQ National Market) are stated
at the last reported sales price or a market's official close price on the
day of valuation; other securities traded in the over-the-counter market
and listed securities for which no sale was reported on that date are stated
at the last quoted bid price, or the average of bid and ask price for NASDAQ
National Market securities. Short-term notes are stated at amortized cost,
which is equivalent to value. Restricted securities and other securities for
which market quotations are not readily available are valued at fair value
as determined by the Board of Directors.
Federal income taxes. The Fund s policy is to continue to comply with
the requirements of the Internal Revenue Code that are applicable to
regulated investment companies and to distribute all its taxable income
to shareholders. Therefore, no federal income tax provision is required.
Expenses paid indirectly. Credits earned on temporarily uninvested cash
balances at the custodian are used to reduce the Fund's custody charges.
Custody expense in the statement of operations is presented before the
reduction for credits, which were $14,018 for the six months ended
February 28, 2005.
Distributions to shareholders. Distributions to Fund shareholders, which
are determined in accordance with income tax regulations, are recorded on
the ex-dividend date. Distributions of net investment income, if any, are
made at least annually. Net realized gains from investment transactions,
if any, will be distributed to shareholders at least annually.
Use of estimates. The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
period. Actual results could differ from those estimates.
Other. The Fund records security transactions based on the trade date.
Dividend income is recognized on the ex-dividend date, and interest income
is recognized on the accrual basis and includes accretion of discounts and
amortization of premiums. Withholding taxes on foreign dividends have been
provided for in accordance with the Fund s understanding of the applicable
country s tax rules and rates.
In the normal course of business, the Fund enters into contracts that
contain a variety of representations, which provide general indemnifi-
cations. The Fund s maximum exposure under these arrangements is unknown
as this would involve future claims that may be made against the Fund that
have not yet occurred. However, based on experience, the Fund expects
the risk of loss to be remote.
3. Advisory Fees and Other Transactions with Affiliates
The Fund entered into an investment management and advisory services
agreement (the Agreement) with Aegis Financial Corporation, formerly
Berno, Gambal & Barbee, Inc. (the Advisor) that provides for fees to be
computed at an annual rate of 1.20% of the Fund s average daily net assets.
The Agreement provides for an expense reimbursement from the Advisor if
the Fund s expenses, exclusive of taxes, interest, fees incurred in
acquiring or disposing of portfolio securities, and extraordinary expenses,
exceed 1.50% of the Fund s average daily net assets. The Agreement shall
remain in force through March 31, 2006 and may be renewed for additional
two-year periods thereafter. Either party may terminate the Agreement
anytime upon sixty (60) days written notice to the other party. During
the six months ended February 28, 2005, the Advisor did not reimburse any
Fund expenses under the Agreement.
As part of the expense limitation agreement, the Fund has agreed to repay
the Advisor for amounts waived or reimbursed by the Advisor provided that
such repayment does not cause the Fund s expenses, exclusive of taxes,
interest, fees incurred in acquiring or disposing of portfolio securities,
and extraordinary expenses, to exceed 1.50% and the repayment is made
within three years after the year in which the Advisor incurred the
expense. The fees reimbursed by the Advisor subject to recapture in
varying amounts under this Agreement at February 28, 2005 are $59,322.
The Fund has an agreement with BGB Fund Services, Inc. to provide fund
accounting, administration, transfer agency and shareholder services
to the Fund at an annual rate of 0.25% of the Fund s average daily
net assets.
BGB Securities, Inc., a registered broker/dealer, executes portfolio
transactions on behalf of the Fund. Brokerage commissions paid to
BGB Securities amounted to $107,541 for the six months ended
February 28, 2005.
Certain officers and directors of the Fund are also officers and
directors of the Advisor, BGB Fund Services, Inc. and BGB Securities, Inc.
The Fund pays each director not affiliated with the Advisor fees in
cash or Fund shares for attended board and committee meetings.
4. Investment Transactions
Purchases and sales of investment securities were $55,848,070
and $54,328,244, respectively, for the six months ended
February 28, 2005. The specific identification method is used
to determine tax cost basis when calculating realized gains and losses.
5. Distributions to Shareholders and Tax Components of Net Assets
The tax character of distributions paid during the six months ending
February 28, 2005 and the year ending August 31, 2004 were as follows:
Six Months Ended Year Ended
February 28, 2005 August 31, 2004
Distribution paid from:
Ordinary income $3,913,163 $2,164,116
Long-term capital gain 33,914,067 8,926,977
---------- ----------
$37,827,230 $11,091,093
=========== ===========
As of February 28, 2005, the components of net assets on a tax basis
were as follows:
Undistributed ordinary income $2,761,293
Undistributed long-term gain 13,870,121
Unrealized appreciation 111,278,347
Unrealized depreciation (13,345,329)
Shares of capital stock 676,321,484
-----------
Total $790,885,916
============
Temporary book/tax differences are a result of differing treatments of
short-term capital gains.
6. Investments in Affiliated Companies
An affiliated company is a company in which the Fund has ownership of
at least 5% of the voting securities. Companies which are affiliates
of the Fund at February 28, 2005 are noted in the Fund s schedule of
portfolio investments. Transactions during the period with companies
which are or were affiliates are as follows:
Value Value
Beginning Dividend End
of Period Purchases Sales Income of Period
--------- --------- ----- -------- ---------
American Pacific Corp. $4,995,478 - - - $5,961,047
AmNet Mortgage Inc. 2,836,743 $972,275 - - 4,299,592
Books-A-Million, Inc. 5,951,636 - - $25,765 7,652,104
Calif. Fst Natl Bk Corp. 6,947,140 406,633 - 1,133,153 7,184,676
CPAC, Inc. 1,617,572 - - 42,980 1,516,570
Delta Woodside Industries 385,830 - - - 347,247
Dimon, Inc. 13,668,088 1,950,808 - 377,648 17,625,600
Imperial Sugar 7,857,670 7,281,204 - 28,352 14,780,500
Lubys, Inc. 13,209,950 42,588 - - 13,848,205
MIIX Group Inc. 126,000 - - - 21,600
PMA Capital 11,343,105 3,337 - - 14,564,627
Prime Group Realty Trust 12,390,938 - - - 15,240,422
Quaker Fabric Corp. 5,704,324 2,124,741 - - 5,387,759
Quipp, Inc. 1,054,701 - - - 1,017,509
SCPIE Holdings 8,716,500 - - - 10,695,750
Std Commercial Corp. 14,333,040 - - 163,940 17,705,520
----------- --------- ----- -------- ----------
Total $111,138,715 $12,781,586 - $1,771,837 $137,848,728
Aegis Value Fund, Inc.
Fund Directors and Secretary
February 28, 2005
Fund Directors
Business Experience
and Directorships
Name, Age and Address Position During the Past 5 Years
- --------------------- -------- -----------------------
William S. Berno* (51) President, President and Managing
1100 North Glebe Road Director Director of Aegis Financial
Suite 1040 Corporation since 1994;
Arlington, Virginia 22201 President and Director of
the Fund since 1997
Scott L. Barbee* (33) Treasurer, Treasurer and Managing
1100 North Glebe Road Director Director of Aegis Financial
Suite 1040 Corporation since 1997;
Arlington, Virginia 22201 Treasurer and Director of
the Fund since 1997
Edward P. Faberman (57) Director Attorney with the firm of
Wiley Rein & Fielding LLP Wiley Rein & Fielding LLP
1776 K Street N.W. since 2005; Attorney with
Washington, DC 20006 Ungaretti & Harris 1996-
2005; Director of the Fund
since 1997
Eskander Matta (34) Director Sr. VP of Enterprise Internet
Wells Fargo & Co. Services, Wells Fargo & Co.
550 California Street since 2002; Director of
2nd Floor Strategic Consulting with
San Francisco, CA 94111 Cordiant Communications,
2001-2002; Director of
Strategic Consulting,
Organic, Inc. 1999-2001;
Director of the Fund
since 1997
Albert P. Lindemann III (41) Director Director, Faison
Faison Enterprises Enterprises, since 2000;
121 West Trade Street Real estate development,
Suite 2550 Trammell Crow Co., 1995-
Charlotte, North Carolina 28202 2000; Director of the Fund
since 2000
Fund Secretary
Paul Gambal* (45) Secretary Chairman, Secretary and
1100 North Glebe Road Managing Director of
Suite 1040 Aegis Financial Corporation
Arlington, VA 22201 since 1994; Secretary
of the Fund since 1997
* Indicates persons who are affiliated with Aegis Financial Corporation,
the Fund s investment advisor, and are therefore considered to be
interested persons under the Investment Company Act of 1940,
Section (2)(a).
The Fund s Statement of Additional Information includes additional
information about Fund directors and is available, without charge,
by calling the Fund s toll-free phone number, (800)528-3780.
Aegis Value Fund, Inc.
Additional Information
Form N-Q
The Fund files its complete schedule of portfolio holdings with the
U.S. Securities and Exchange Commission (the Commission) for the first
and third quarters of each fiscal year on Form N-Q. The Fund s Forms N-Q
are available on the Commission s website at http://www.sec.gov. The
Fund s Form N-Q may be reviewed and copied at the Commission s Public
Reference Room in Washington, DC. Information on the operation of the
Commission s Public Reference Room may be obtained by calling
1-800-SEC-0330.
Proxy Voting
A description of the policies and procedures that the Fund uses to
determine how to vote proxies relating to portfolio securities is
available by request, without charge, by calling the Fund s
toll-free telephone number, 800-528-3780. Information regarding
how the Fund voted proxies, if any, relating to portfolio
securities during the most recent 12-month period ended June 30, 2004
is available upon request, without charge, by calling 888-345-1898.
The Fund s proxy voting policies and procedures and voting record
are also available on the Commission s website at http://www.sec.gov.
Code of Ethics
The Fund has adopted a code of ethics applicable to its principal
executive officer and principal financial officer. A copy of this
code is available, without charge, by calling the Fund s toll-free
phone number, (800)528-3780.
Aegis Value Fund, Inc.
1100 North Glebe Road, Suite 1040
Arlington, Virginia 22201
Phone: (800) 528-3780
Fax: (703) 528-1395
Internet: www.aegisvaluefund.com
Board of Directors
Scott L. Barbee
William S. Berno
Edward P. Faberman
Albert P. Lindemann III
Eskander Matta
Officers
William S. Berno, President
Scott L. Barbee, Treasurer
Paul Gambal, Secretary
Investment Advisor
Aegis Financial Corporation
1100 North Glebe Road, Suite 1040
Arlington, Virginia 22201
Custodian
UMB Bank, n.a.
928 Grand Boulevard
Kansas City, Missouri 64106
Independent Auditors
Briggs, Bunting & Dougherty, LLP
Two Penn Center Plaza, Suite 820
Philadelphia, PA 19102-1732
Counsel
Seward & Kissel LLP
1200 G Street, N.W.
Washington, DC 20005