UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number:  811-21782

Small Cap Value Fund, Inc.
(Exact name of registrant as specified in charter)

8150 N. Central Expressway  #101     Dallas, Texas  75206
(Address of principal executive offices)

Laura S. Adams
8150 N. Central Expressway  #101     Dallas, Texas 75206
(Name and address of agent for service)

Registrants telephone number, including area code:  800-704-6072

Date of fiscal year end:  December 31

Date of Reporting Period:  December 31, 2007






























Item 1.  Report to Shareholders.



SMALL CAP VALUE FUND, INC.



ANNUAL REPORT
DECEMBER 31, 2007




Small Cap Value Fund, Inc.
8150 N. Central Expressway  #101
Dallas, Texas 75206
1-800-704-6072



Dear shareholders of Small Cap Value Fund, Inc.,

The Fund began 2007 with a Net Asset Value per share of $24.58 and
ended with a Net Asset Value per share of $19.90, after declaring and
distributing a dividend of $.0408 per share.  The total return of the
Fund for 2007 was (18.87%) versus (0.09%) for the S&P 600 and (9.76%)
for the Russell 2000 Small Cap Value Index.

The Fund?s share price declined sharply in the second half of the year
as the crisis in credit markets began to unfold, despite the fact that
the underlying portfolio had virtually no direct exposure to the
financial sector.  We attribute this decline to a perceived tightening
of future credit available to smaller companies and the virtual
shutdown of bank lending to private equity firms.

Our Fund owns companies that have little or no net debt on their
balance sheets and valuations that are very compelling.  We feel that
as credit markets stabilize capital will flow back into the type of
securities in our portfolio.

We look forward to our third year of operations.



Sincerely,



Steven Adams
Portfolio Manager



Laura S. Adams
President

SMALL CAP VALUE FUND, INC.
EXPENSES
DECEMBER 31, 2007

As a shareholder of the Fund you incur ongoing costs including
management fees and other operating expenses.  This example is intended
to help you understand your ongoing costs (in dollars) of investing in
the Fund and to compare these costs with the ongoing costs of investing
in other mutual funds.  This example is based on an investment of
$1,000 invested at the beginning of the period and held for the entire
period to December 31, 2007.

Actual Expenses
The first line of the table below provides information about actual
account values and actual expenses.  You may use the information in
this line, together with the amount you invested at the beginning of
the period, to estimate the expenses that you paid over the period.
Simply divide your account value by $1,000 (for example, an $8,500
account value divided by $1,000 equals 8.5), then multiply this result
by the number in the first line under the heading ?Expenses Paid During
Period? to estimate the expenses you paid on your account during the
period.

Hypothetical Example for Comparison Purposes
The second line of the table below provides information about
hypothetical account values and hypothetical expenses based on the
Fund?s actual expense ratio and an assumed rate of return of 5% per
year before expenses, which is not the Fund?s actual return.  The
hypothetical account values and expenses may not be used to estimate
the actual ending account balance or expenses you paid for the period.
You may use this information to compare the ongoing costs of investing
in the Fund to other funds.  To do so, compare this 5% hypothetical
example with the 5% hypothetical examples that appear in the
shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight
your ongoing costs only and do not reflect any transactional costs such
as sales charges (loads), redemption fees, or exchange fees.
Therefore, the second line of the table is useful in comparing ongoing
costs only.

                                                          Expenses Paid
                  Beginning              Ending          During Period*
               Account Value      Account Value      December 31, 2006,
           December 31, 2006   December 31, 2007      December 31, 2007
           -----------------       -------------      -----------------

Actual            $  1,000            $   811             $   8.60

Hypothetical**    $  1,000            $ 1,040             $   9.69

*Expenses are equal to the Fund?s annualized expense ratio of 0.95%,
multiplied by the average account value over the period.
** Hypothetical return assumes 5% return before expenses.



SMALL CAP VALUE FUND, INC.
PERFORMANCE SUMMARY

The graph below represents the changes in value for an initial $10,000
investment in the Small Cap Value Fund from its inception(the beginning
of investment operations), December 16, 2005 through December 31, 2007.
These changes are then compared to a $10,000 investment in the S&P 600
Small Cap Index for the same period.  Returns shown include the
reinvestment of all dividends.  Past performance is not predictive of
future performance.  Investment return and principal value will
fluctuate, so that your shares, when redeemed, may be worth more or
less than the original cost.



                          Inception   Year End  Year End  Year End
                          (12/16/05)  2005      2006      2007
                          ---------   --------  --------  --------
Small Cap Value Fund       $10,000    $ 9,891   $ 12,340  $ 10,010
S&P 600 Small Cap Index    $10,000    $ 9,879   $ 11,409  $ 11,374



$13,000|
$12,000|                          #
$11,000|                       *          *
$10,000|   #  *        #  *            #
$ 9,000|__________________________________________________
         Inception   2005    2006    2007
         (12/16/2005)

                        # = Small Cap Value Fund
                        * = S&P 600 Small Cap Index



                      15 Day     Annual   Annual     Compounded
                      Return     Return   Return     Average
                      2005       2006     2007       Annual Return
                      ------     ------   ------     -------------
Small Cap Value Fund  (1.09%)    24.76%  (18.88%)    0.05%
S&P 600 Index         (1.21%)    15.49%  ( 0.30%)    6.62%














SMALL CAP VALUE FUND, INC.
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 2007


ASSETS
   Investment securities, at
              value (cost $33,034,443)      $  26,570,326
   Accrued interest receivable                      1,810
   Dividends receivable                            23,165
                                              -----------
              Total assets                     26,595,301
                                              -----------

LABILITIES
   Advisory fees payable                           21,557
                                              -----------
              Total liabilities                    21,557
                                              -----------

NET ASSETS ?
  Equivalent to $19.90 per
  share based on 1,335,141 shares
  of common stock issued and outstanding;
  100,000,000 shares authorized,
  $0.001 par value                           $ 26,573,744
	                                       ============

NET ASSETS CONSIST OF:
  Common stock				         $      1,335
  Paid-in capital                              33,036,526
  Net unrealized depreciation
  of investments                               (6,464,117)
- ------------

Net assets                                   $ 26,573,744
                                             ============
















See accompanying notes to these financial statements.


SMALL CAP VALUE FUND, INC.
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2007


DESCRIPTION                                SHARES           VALUE
- -----------                                ------       ------------

COMMON STOCKS ? 98.37%

Capital Goods ? 23.88%
   Arkansas Best					  43610	 $   	 956,803
   FreightCar America				  31000	     1,085,000
   H & E Equipment (a)				  29005		 547,614
   Insteel Industries        			  34600		 405,858
   Louisiana-Pacific				  51330            702,194
   Pacer International				  27000		 394,200
   Schnitzer Steel Industries			   6237		 431,164
   Universal Forest Products			  43700	     1,287,402
   USG Corp	(a)					  15000	       536,850
									     ---------
									     6,347,086
									     ---------
Consumer Discretionary ? 27.96%
   Bebe Stores                              71710            922,191
   Builders FirstSource(a)			 146313          1,056,380
   Building Materials Holding Corp		 169800            938,994
   Charlotte Russe Holding Inc.(a)		  41000	       662,150
   Dress Barn(a)					  43700            546,687
   Finish Line					 196100            474,562
   Kenneth Cole					  44855            784,514
   K-Swiss                                  21935            397,024
   Steve Madden(a)                          58150          1,163,000
   Skechers USA(a)				  24870            485,214
                                                           ---------
                                                           7,430,716
									     ---------
Consumer Staples ? 8.21%
   ExpressJet Holdings(a)			 667775          1,656,082
   Mesa Air Group(a)				 170517            526,898
                                                           ---------
                                                           2,182,980
									     ---------
Energy ? 17.09%
   Aventine Renewable Energy(a)	       142000          1,811,920
   Bronco Drilling(a)				  48500            720,225
   Patterson-UTI Energy				  23350		 455,792
   Pioneer Drilling(a)				  55030            653,756
   Vaalco Energy(a)                        193500            899,775
									     ---------
									     4,541,468
     ---------

- - Continued -


SMALL CAP VALUE FUND, INC.
SCHEDULE OF INVESTMENTS, continued
DECEMBER 31, 2007


DESCRIPTION                                SHARES           VALUE
- -----------                                ------       ------------

Healthcare/Pharmaceutical ? 11.05%
   Hi-Tech Pharmacal(a)				  48100		 467,051
   Odyssey Healthcare(a)			 126080          1,394,445
   ViroPharma(a)   				 135470	     1,075,632
                                                           ---------
                                                           2,937,128
									     ---------
Technology/Telecommunications ? 10.17%
   China BAK Battery(a)				 142200            888,750
   Cogent(a)					  39000            434,850
   Q-Logic(a)					  39000            553,800
   Rackable Systems(a)				  82500            825,000
                                                           ---------
                                                           2,702,400
                                                           ---------

   Total common stocks (cost $32,605,893)                 26,141,776
									    ----------
SHORT-TERM INVESTMENTS ? 1.61%
   Schwab Value Advantage Money Fund
        Bears interest at approx 4.5%   (cost $428,550)        428,550
                                                            --------

   Total short-term investments (cost $428,550)              428,550
                                                            --------

Total investment securities ? 99.98% (cost $33,034,443)   26,570,326

Other assets less liabilities ? 0.02%                          3,418
                                                            --------

Net assets ? 100.00%                                   $  26,573,744
                                                        ============




(a) Non-income producing security.




See accompanying notes to these financial statements.


SMALL CAP VALUE FUND, INC.
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2007



INVESTMENT INCOME:
   Dividends                                             $    193,751
   Interest                                                     8,389
                                                         ------------
          Total investment income                             202,140

EXPENSES ?
   Advisory fees                                              202,761
                                                         ------------

          Net investment (loss)                                  (621)
   ------------

GAINS ON INVESTMENTS ?
   Net realized gain on investments                            55,055
   Net change in unrealized depreciation of securities     (6,848,675)
                                                         ------------
        Net realized gain and
           unrealized net depreciation on investments      (6,793,620)
- ------------

   Net decrease in net assets resulting from operations  $ (6,794,241)
                                                         ============



























See accompanying notes to these financial statements.





SMALL CAP VALUE FUND, INC.
STATEMENT OF CHANGES IN NET ASSETS



                                             Year Ended   	 Year Ended
                                      	Dec. 31, 2007   Dec. 31, 2006

INCREASE IN NET ASSETS FROM OPERATIONS:
   Net investment income (loss)             $      (621)   $     31,880
   Net realized gain on investments              55,055          20,521
   Net change in unrealized depreciation
        of securities  			         (6,848,675)        402,352
          						  -----------     -----------
      Net increase (decrease) in net assets
          resulting from operations            (6,794,241)        454,753
         						  -----------    ------------


DISTRIBUTIONS TO SHAREHOLDERS FROM
   Net investment income                            -          (31,880)
   Net realized gains                           (54,434)       (20,521)
                                            -----------     -----------
         Total Distributions                    (54,434)       (52,401)
  -----------     -----------

CAPITAL SHARE TRANSACTIONS - NET 		   27,342,811       4,656,402
                                            -----------    ------------

TOTAL INCREASE IN NET ASSETS                 20,494,136       5,058,754

NET ASSETS, beginning of year                 6,079,608       1,020,854
                                            -----------    ------------

NET ASSETS, end of year                    $ 26,573,744    $  6,079,608
                                           ============    ============














See accompanying notes to these financial statements.


SMALL CAP VALUE FUND, INC.
FINANCIAL HIGHLIGHTS


PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH
PERIOD

                                YEAR ENDED   YEAR ENDED   PERIOD ENDED
                                Dec 31, 07   Dec 31, 06   Dec 31, 05(a)
                                  --------    ---------    --------
Net asset value,
  beginning of period             $  24.58    $   19.87    $  20.21
                                  --------    ---------    --------
Income from investment
operations:
  Net investment income              (0.01)        0.35        0.07
  Net realized and unrealized
  gain (loss) on investments 		 (4.64)        4.57       (0.34)
                                  --------    ---------    --------
Total income from
  investment operations		       (4.64)	   4.92       (0.27)
    --------    ---------    --------
Less distributions from:
 Net investment income               (0.04)       (0.13)      (0.07)
 Net realized gains                  (0.00)       (0.08)      (0.00)
                                  --------     ---------   --------
                                     (0.04)       (0.21)      (0.07)
    --------    ---------    --------
Net asset value,
  end of period                   $  19.90    $   24.58    $  19.87
                                  ========    =========    ========

Total Return  (c)                   (18.87)%      24.76%      (1.09)%

Net assets, end of period      $26,573,744   $6,079,608   $1,020,854

Ratio of expenses to                   0.95%       0.85%        0.95%
average monthly net assets (c)

Ratio of net investment income         0.00%       1.42%      (8.02)%
to average monthly net assets

Portfolio turnover rate (annualized)  72.70%      24.65%        0.00%



(a)	Calculation of per share data and ratios represents the period
from December 16, 2005 (date investment operations commenced)
through December 31, 2005.
(b)	The Fund?s actual expenses are calculated daily at 0.95% of net
asset value (NAV).
(c)	Total return has not been annualized for period ended Dec. 31,
2005.



See accompanying notes to these financial statements.


SMALL CAP VALUE FUND, INC.
NOTES TO FINANCIAL STATEMENTS


1.	ORGANIZATION

Small Cap Value Fund, Inc. (the ?Fund?) was incorporated in the
State of Texas on June 16, 2005 and is registered under the
Investment Company Act of 1940 as a non-diversified, open-end
management investment company.  The investment objective of the
Fund is to achieve growth by investing primarily in small
capitalization common stocks.  The Fund had no operations until
June 24, 2005, when it sold 7,500 shares of its common stock to its
original shareholder, Mrs. Laura S. Adams.  Investment operations
commenced on December 16, 2005.  The effective date of the Fund?s
Registration under the Securities Act of 1933 was October 27, 2005.

2.	SIGNIFICANT ACCOUNTING POLICIES

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 and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of increases and
decreases in net assets from operations during the reporting
period.  Actual results could differ from these estimates.

Security Valuation
Securities listed on a national securities exchange or in the over-
the-counter market are valued at the last quoted sales price on the
day of valuation, or if no quoted sales price was reported on that
date, the last quoted bid price.  Short-term investments are valued
at cost which approximates fair value.  Securities for which
quotations are not readily available are valued at their estimated
fair value as determined in good faith by the Fund?s Board of
Directors.

Securities Transactions and Investment Income
Securities transactions are recorded on a trade-date basis.
Dividend income is recorded on the ex-dividend date and interest
income is recorded on the accrual basis.  Realized gains and losses
are determined on a specific identification basis of the securities
sold.  Unrealized gains and losses resulting from the appreciation
and depreciation of securities carrying values are included in the
statement of operations.

Distribution of Income and Gains
The Fund declares and pays dividends annually from net investment
income and from net realized gains, if any.  Distributions from
realized gains for book purposes may include short-term capital
gains, which are included in ordinary income for tax purposes.





SMALL CAP VALUE FUND, INC.
NOTES TO FINANCIAL STATEMENTS

2.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Federal Income Taxes
The Fund?s policy is to comply with the requirements of the
Internal Revenue Code that are applicable to regulated investment
companies and to distribute all of its taxable income, including
any realized gains on investments, to its shareholders.  Therefore,
no federal income tax provision is required.

Net investment income (loss), net realized gains (losses) and the
cost of investments in securities may differ for financial
statement and income tax purposes.  The character of distributions
from net investment income or net realized gains may differ from
their ultimate characterization for income tax purposes.  At
December 31, 2007, there were no material differences.  Also, due
to the timing of dividend distributions, the year in which amounts
are distributed may differ from the year that the income or
realized gains were recorded by the Fund.

3.	CAPITAL SHARE TRANSACTIONS
Capital Share transactions in the Fund?s $0.001 par value common
stock were as follows:


 Period from             December 31, 2007    December 31, 2006
                       -------------------  -------------------
                       Shares       Amount  Shares       Amount
Shares sold         1,084,998  $27,288,377  193,893  $4,604,001
Shares issued in
  reinvestment of
  dividends	          2,731       54,434    2,132      52,401
                       ------     --------  -------  ----------
Net increase 		1,087,729   27,342,811  196,025   4,656,402

Beginning of period   247,412    5,695,050   51,387   1,038,648
                       ------     --------  -------  ----------
End of period       1,335,141  $33,037,861  247,412  $5,695,050
				=========	==========  =======  ==========

4.	INVESTMENT TRANSACTIONS
The cost of purchases and proceeds from sales of investment
securities, excluding short-term investments, aggregated
$41,749,521 and $14,892,409, respectively, for the year ended
December 31, 2007.  There were no differences between the financial
reporting basis and the income tax basis in the cost or net
unrealized appreciation (depreciation) of the Fund?s investments as
of December 31, 2007.

As of December 31, 2007, the aggregate unrealized appreciation and
depreciation of investment securities was as follows:

Unrealized appreciation
$
   779,746
Unrealized depreciation

(7,243,863)
Net unrealized appreciation
$
(6,464,117)



SMALL CAP VALUE FUND, INC.
NOTES TO FINANCIAL STATEMENTS

5.	DISTRIBUTION TO SHAREHOLDERS
On December 31, 2007 a distribution of $0.0409 per share
aggregating $54,434 was paid to the shareholders of record on that
date from net realized gains.

6.	ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The Fund and the Advisor are under common control and the existence
of that control may create operating results and financial position
different than if they were autonomous.

The Fund has entered into an agreement with Adams Asset Advisors,
LLC (the ?Advisor?) to provide investment advisory services to the
Fund. Laura S. Adams is the managing member of the Advisor and is
an officer, director and shareholder of the Fund.  Under the terms
of the agreement, the Fund will pay the Advisor a monthly fee at
the annual rate of 0.95% of the Fund?s average daily net assets.
The fee is computed daily and payable monthly.  The Advisor has
contractually agreed to pay all operating expenses of the Fund,
except brokerage fees and commissions, interest, taxes and
extraordinary expenses.

The Advisor acts as the transfer agent for the Fund.



Proxy Voting Information

Small Cap Value Fund, Inc. management is responsible for exercising the
voting rights associated with the securities held by the Fund.  A
description of our philosophy on fulfilling this responsibility is
available without charge, upon request, by calling 1-800-704-6072.

Quarterly Filing of Portfolio Holdings

The Fund files a complete schedule of portfolio holdings with the
Securities and Exchange Commission (SEC) for the first and third
quarters of each fiscal year on Form N-Q.  The Fund?s Form N-Q?s are
available on the SEC?s website at http://www.sec.gov, and can also be
reviewed and copied at the SEC?s public reference room in Washington
D.C.  Information on the operation of the Public Reference Room may be
obtained by calling 1-800-SEC-0330.












Approval of Investment Advisory Contract

The Board of Directors, including all Directors that are independent,
has historically reviewed factors involved in approval of the Advisory
Agreement in person at the Annual Board Meeting of the Board of
Directors (held 6/4/2007) and then formally approved the Agreement by
unanimous consent in December (signed 12/4/2007).  Going forward, the
Board will hold a separate, in-person meeting, specifically called for
the purpose of reviewing and re-approving the Advisory Agreement.  The
next meeting for this purpose was held on 2/19/2008.  In approving the
Advisory Agreement for 2007, the Directors considered the following:

1)	Nature, extent and quality of services provided by the Advisor ?
2)	The Directors reviewed the nature, quality and scope of current
services provided by the Advisor under the Advisory Agreement.
This includes portfolio management, supervision of Fund
operations, compliance and regulatory matters.
3)	Investment performance ? The Directors reviewed the performance of
the Fund, as compared to market benchmarks.  This review focused
on investment strategy and long term performance potential.
4)	Cost of services to the Fund and profitability of the Advisor ?
The Directors considered the Fund?s management fee and total
expense ratio relative to industry averages.  The Directors
determined that the Advisor is receiving a fee that is in line
with fees charged for separate accounts and that the Advisor is
operating profitably, is viable and should remain an ongoing
entity.
5)	Economies of Scale ? The Directors considered information
regarding economies of scale with respect to management of the
Fund and noted that the Fund and its shareholders are already
experiencing and benefitting from an expense ratio that would be
expected from that of funds with significantly larger asset bases.
6)	Conclusions ? Based on the above review and discussions, the
Directors concluded that it is in the best interest of the Fund
and the shareholders to approve the Advisory Agreement.























Board of Directors Information

The business and affairs of the Fund are managed under the direction of
the Board of Directions of the Fund.  Information pertaining to the
Directors of the Fund are set forth below.  The SAI of the Fund
includes additional information about the Directors of the Fund and is
available, without charge, by calling 800-704-6072.  Each Director may
be contacted by writing to that Director c/o Small Cap Value Fund,
Inc., 8150 N. Central Expressway, #101, Dallas, Texas 75206.


INDEPENDENT DIRECTORS

Name and Age        Position  Term Principal Occupation   Other Public
                                   Past five years        Directorships
- ------------------- --------  ---- ---------------------  -------------

Vicky L. Hubbard    Director  1 Yr Private Investor       Stock
Age 50                             Since 2000             Dividend Fund


Yolawnde F. Malone  Director  1 Yr Tax Mngr-Tolleson      Stock
Age 44                             Wealth Mgmt, Self Emp  Dividend Fund
                                   Tax Consultant prior

Melissa D. Gordon,  Director  1 Yr Pathologist, North     Stock
M.D.                               Dallas Pathology       Dividend Fund
Age 44


INTERESTED DIRECTORS

Laura S. Adams      Director, 1 Yr President of Fund,     Stock
Age 46              President      Managing Member of     Dividend Fund
                    Secretary      Adams Asset Advisors
                    Treasurer      prior, Private investor
                                   prior




















Report of Independent Registered Public Accounting Firm

To the Shareholders and
Board of Directors of
Small Cap Value Fund, Inc.

We have audited the accompanying statement of assets and
liabilities of Small Cap Value Fund, Inc., including the
schedule of investments, as of December 31, 2007, and the
related statement of operations for the year then ended,
the statements of changes in net assets for each of the
two years in the period then ended and financial highlights
 for each of the two years in the period then ended and for
the period from December 16, 2005 (the date investment
operations commenced) through December 31, 2005.  These
financial statements and financial highlights are the
responsibility of the Fund?s management.  Our
responsibility is to express an opinion on these financial
statements and financial highlights based on our
audits.

We conducted our audits in accordance with the standards of
 the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material
misstatement. An audit includes examining, on a test basis,
 evidence supporting the amounts and disclosures in the
financial statements. Our procedures included confirmation of
securities owned as of December 31, 2006,
by correspondence with the custodian. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial
highlights referred to above present fairly, in all
material respects, the financial position of Small Cap
 Value Fund, Inc. as of December 31, 2007, the results
of its operations for the year then ended, the changes
in net assets for the two years in the period then ended
and the financial highlights for the two years in the
period then ended and for the period from December
16, 2005 (the date investment operations commenced)
through December 31, 2005, in conformity with accounting
principles generally accepted in the United States of America.

PMB Helin Donovan, LLP


Austin, Texas
February 8, 2008















Item 2.  Code of Ethics.  The registrant, as of the end of the period
covered by this report, has adopted a code of ethics that applies to
all officers and employees of the Fund.  The registrant has not made
any amendments to its code of ethics or granted any waivers or
exceptions to the code during the covered period.

Item 3.  Audit Committee Financial Expert.  The entire Board of
Directors, in effect, acts as the audit committee.  The Board has two
financial experts serving on the Board.  Laura Adams and Yolawnde
Malone are the financial experts.  Mrs. Adams is an ?interested?
Director and Mrs. Malone is an ?independent? Director.

Item 4.  Principal Accountant fees and services.  As part of the
Registrants contract with the Investment Advisor of the Fund, the
Investment Advisor is responsible for paying all accountant and related
audit fees as part of the Advisory fee paid by the Fund.

Item 5.  Audit Committee of listed Registrants.  (Not applicable for
open end investment companies)

Item 6.  Schedule of Investments.  Schedule of Investments is included
as part of the report to shareholders filed under Item 1 of this Form.

Item 7.  Disclosure of proxy voting policies and procedures for closed-
end management investment companies.   (Not applicable)

Item 8.  Portfolio Managers of Closed-End Management Investment
Companies.  Not Applicable to open-end investment companies.

Item 9.  Purchase of equity securities by closed-end management
investment companies.  (Not applicable)

Item 10.  Submission of Matters to a vote of security holders.  (None)

Item 11.  Controls and Procedures

a)	    The Fund?s president has concluded that the Fund?s disclosure
controls and procedures are sufficient to ensure that information
required to be disclosed by the Fund in this Form N-CSR was
recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission?s rules and
forms, based upon such officers? evaluation of these controls and
procedures as of a date within 90 days of the filing date of the
report.

b)	    There were no significant changes or corrective actions with
regard to deficiencies or material weaknesses in the Fund?s internal
controls or in other factors that could significantly affect the
Fund?s internal controls subsequent to the date of their evaluation.

Item 12.  Exhibits.

a)	(1)Code of Ethics-Filed with Form N-CSR and is hereby incorporated
       by reference
(2)Certifications pursuant to Section 302 of the Sarbanes-Oxley Act
   of 2002- Attached
b)	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of
2002- Attached


Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Small Cap Value Fund
By /s/ Laura S. Adams
- --------------------------------------
Laura S. Adams
President
Principal Executive Officer and Principal Financial Officer

Date  2/20/08

Pursuant to the requirements of the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, this report has been signed below
by the following persons on behalf of the registrant and in the
capacities and dates indicated.

Small Cap Value Fund
By /s/ Laura S. Adams
- --------------------------------------
Laura S. Adams
President
Principal Executive Officer and Principal Financial Officer

Date  2/20/08