May 7, 2007
SMALL CAP VALUE FUND, INC.
8150 N. Central Expressway Suite 101
Dallas, Texas 75206
1-800-704-6072
NOTICE OF ANNUAL MEETING
TO BE HELD JUNE 4, 2007
NOTICE IS HEREBY GIVEN that the Annual Meeting of shareholders of Small Cap
Value Fund, Inc. will be held at 8150 N. Central Expressway, Suite 101,
Dallas, Texas 75206 on June 4, 2007 at 5:00 PM for the following purposes:
1) To elect four (4) directors to serve until the next Annual Meeting of
Shareholders or until their successors are elected and qualified.
2) To ratify selection of PMB Helin Donovan LLP, Certified Public
Accountants, as independent public accountants to audit and certify
financial statements of the Fund for the fiscal year ending December 31,
2007.
3) To transact such other business as may properly come before the meeting or
any general adjournment thereof.
The Board of Directors has fixed the close of business May 7, 2007 as the
record date for determination of the shareholders entitled to notice of and
to vote at the meeting.
PLEASE COMPLETE, SIGN & RETURN THE ENCLOSED PROXY
PROMPT RETURN OF YOUR PROXY WILL BE APPRECIATED
Dear Shareholders:
The U.S. Securities and Exchange Commission has adopted a regulation
regarding the ?Privacy of Consumer Financial Information? known as Regulation
S-P. This regulation states that financial institutions such as the Fund
must provide the shareholder with this notice of the Fund?s privacy policies
and practices on an annual basis. The following items detail the Fund?s
policies and practices:
A. Information We Collect - Information we receive from you on
application or forms include; your name, address, social security
number or tax ID number, W9 status, phone number and citizenship
status. Information about your transactions with us include; your
account number, account balances and transaction histories.
B. Disclosure Statement - We only disclose personal information about
any current or former shareholder of the Fund as required by law.
And, since we handle regular transactions internally the number of
employees that even see your information is limited.
Please call us at 800-704-6072 if you have any questions about our Regulation
S-P policies.
Thank You,
Laura S. Adams
President
Small Cap Value Fund, Inc.
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
June 4, 2007
SMALL CAP VALUE FUND, INC.
8150 N. Central Expressway Suite 101
Dallas, Texas 75206
1-800-704-6072
Enclosed herewith is a notice of Annual Meeting of Shareholders of Small Cap
Value Fund, Inc. (the "Fund") and a Proxy form solicited by the Board of
Directors of the Fund. This Proxy, first mailed to shareholders on May 7,
2007, may be revoked at any time before it is exercised either by mailing a
written notice to the Fund, submitting a Proxy dated later than the original
Proxy, or by voting in person at the Annual Meeting , which would override
all your previously filed proxies. Any shareholder attending the Annual
Meeting may vote at the Meeting whether or not he or she has previously filed
the Proxy.
There is only one class of capital stock of the Fund and all shares having
equal voting rights. On May 7, 2007, the date of record, there were 727,205
shares outstanding, all in accounts at Fidelity Investments. In all matters
each share has one vote per share and fractional shares will have an
equivalent fractional vote.
A quorum must exist to hold the Annual Meeting. A quorum exists if the
majority of issued and outstanding shares entitled to vote are represented at
the meeting in person or by proxy. Abstentions and broker accounts that do
not vote are considered as being present with negative votes. A majority of
votes, when a quorum is present, will pass any of the proposals presented.
ELECTION OF DIRECTORS
There are four(4) nominees listed below who consent to serve as Directors, if
so elected, until the next Annual Meeting of Shareholders. The names, ages
and principal occupations for the past five years of the Directors along with
their shareholdings of Stock Dividend Fund, Inc. as of the record date, May
7, 2007 are as follows:
Interested Directors and Officers:
Laura S. Adams is 45 years old and lives in Dallas, Texas. She is President,
Treasurer and Secretary of the Fund and also a Member of Adams Asset
Advisors, LLC, the Investment Advisor to the Fund. She has been a Director
of the Fund since inception, June 6, 2005, a Member of the Advisor since
March 2002, and was a private investor prior to that date. Mrs. Adams is
also a Director of two other SEC registered fund companies (Stock Dividend
Fund, Inc and Alpha Hedge Fund, Inc).
Independent Directors:
Vicky L. Hubbard is 49 years old and lives in Plano, Texas. She is currently
a private investor, after retiring in 2000 from a career in the computer
business. She has been a Director since April 6, 2004. Mrs. Hubbard is also
a Director of two other SEC registered fund companies (Stock Dividend Fund,
Inc and Alpha Hedge Fund, Inc).
Yolawnde F. Malone is 43 years old and lives in DeSoto, Texas. She is
currently a tax manager at Cain Waters. Proir to that she was tax
compliance manager for Tolleson Wealth Management and prior to that she was
self-employed as an international tax consultant. She has been a Director
since April 6, 2004. Mrs. Malone is also a Director of two other SEC
registered fund companies (Stock Dividend Fund, Inc and Alpha Hedge Fund,
Inc).
Melissa D. Gordon, M.D. is 43 years old and lives in Dallas, Texas. She is
currently a Pathologist and Partner at North Dallas Pathology. She has been
a Director since June 16, 2004. Mrs. Gordon is also a Director of two other
SEC registered fund companies (Stock Dividend Fund, Inc and Alpha Hedge Fund,
Inc).
Dollar Range of Equity Fund Shares Percentage
Ownership of Fund as of Owned as of
Ownership
Name 5/07/07 5/07/07 as of
5/07/07
- ------------------------ ---------------------------------- -----------
- ------ ----------------
Laura S. Adams* Over $100,000 60,692.782**
8.35%
Vicki L. Hubbard Less than $10,000 0.000
0.00%
Yolawnde F. Malone Less than $10,000 0.000
0.00%
Melissa D. Gordon, M.D. Less than $10,000 0.000
0.00%
*Director of the Fund who would be considered an ?interested person?, as
defined by the Investment Company Act of 1940. Laura S. Adams is an
?interested person? because she is affiliated with the Investment Advisor.
**Shares owned jointly by Mrs. Adams and her husband, Steven Adams. Includes
Mrs. Adams IRA account.
BOARD MEETINGS & DIRECTOR?S DUTIES
Meetings: There were four Unanimous consents/meetings of the Board of
Directors since last annual meeting.
Director Duties: The Board of Directors select the officers to run the Fund,
propose all changes in operating procedures where approval of a majority of
the Independent directors is required, evaluate and recommend the Fund?s
auditor on a yearly basis and monitor Fund activities to insure to the best
of their collective abilities that the Fund Officers are meeting Fund
commitments to their shareholders, the Securities and Exchange Commission,
the Internal Revenue Service and Blue Sky arrangements with the various
states where the Fund offers its shares.
REMUNERATION OF DIRECTORS & OFFICERS
At this time, Directors and Officers are not remunerated for their expenses
incurred attending Board meetings.
BROKERAGE
The Fund requires all brokers to effect transactions in portfolio securities
in such a manner as to get prompt execution of orders at the most favorable
price. Currently, all transactions are placed through Charles Schwab
electronically at discount commission rates. The Board of Directors
evaluates and reviews annually the reasonableness of brokerage commissions
paid. In 2006 the Fund paid commissions totaling $4,916.
LITIGATION
As of the date of this Proxy, there was no pending or threatened litigation
involving the Fund in any capacity whatsoever.
RATIFICATION OR REJECTION OF SELECTION OF AUDITORS
The Board of Directors recommends, subject to shareholder approval, PMB Helin
Donovan LLP, Certified Public Accountants to audit and certify financial
statements of the Fund for the year 2006. In connection with the audit
function, PMB Helin Donovan LLP will review the Fund?s Annual Report to
Shareholders and filings with the Securities and Exchange Commission.
The Board of Directors has adopted procedures to pre-approve the types of
professional services for which the Fund may retain such auditors. As part of
the approval process, the Board of Directors considers whether the
performance of each professional service is likely to affect the independence
of PMB Helin Donovan LLP. Neither PMB Helin Donovan LLP nor any of its
partners have any direct or material indirect financial interest in the Fund
and will only provide auditing and potential tax preparation services to the
Fund if selected.
All audit fees and expenses are paid directly by the Advisor, regardless of
amount, pursuant to the Advisory agreement between the Fund and the Advisor.
A representative of PMB Helin Donovan LLP will not be present at the meeting
unless requested by a shareholder (either in writing or by telephone) in
advance of the meeting. Such requests should be directed to the President of
the Fund.
SHAREHOLDER PROPOSALS
The Fund tentatively expects to hold its next annual meeting in June 2008.
Shareholder proposals may be presented at that meeting provided they are
received by the Fund not later than January 4, 2008 in accordance with Rule
14a-8 under the Securities & Exchange Act of 1934 that sets forth certain
requirements.
OTHER MATTERS
The Board of Directors knows of no matters to be presented at the meeting
other than those mentioned above.
Should other business come before the meeting, proxies will be voted in
accordance with the view of the Board of Directors.
PROXY- SOLICITED BY THE BOARD OF DIRECTORS
SMALL CAP VALUE FUND, INC.
ANNUAL MEETING OF
SHAREHOLDERS JUNE 4, 2007
The annual meeting of SMALL CAP VALUE FUND, INC. will be held JUNE 4, 2007
at 8150 N. Central Expressway Suite 101, Dallas, Texas 75206 at 5:00 P.M.
The undersigned hereby appoints Laura S. Adams as proxy to represent and to
vote all shares of the undersigned at the annual meeting of shareholders and
all adjournments thereof, with all powers the undersigned would possess if
personally present, upon the matters specified below.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED: IF NO DIRECTION
IS INDICATED AS TO A PROPOSAL, THE PROXY SHALL VOTE FOR SUCH PROPOSAL. THE
PROXY MAY VOTE AT THEIR DISCRETION ON ANY OTHER MATTER WHICH MAY PROPERLY
COME BEFORE THE MEETING.
The Board of Directors recommends that you vote FOR on all items.
1. Election of Directors
FOR all nominees except as marked to the contrary below.
WITHHOLD AUTHORITY to vote for all nominees.
To withhold authority to vote for nominees, strike a line through their
name(s) in the following list:
Laura S. Adams Vicky L. Hubbard Yolawnde F. Malone Melissa D.
Gordon, M.D.
2. Proposal to ratify the selection of PMB Helin Donovan LLP by the Board of
Directors as independent public accountants to audit and certify financial
statements of the Fund for the fiscal year ending December 31, 2007.
FOR AGAINST ABSTAIN
Please mark, date, sign, & return the proxy promptly. For joint
registrations, both parties should sign.
Dated ___________________, 2007
_________________________ Shareholder's
Signature
_________________________ Shareholder's
Signature
Shareholder:
Shares Owned as of 5/07/07: