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: June 30, 2008 Item 1. Report to Shareholders. SMALL CAP VALUE FUND, INC. SEMI-ANNUAL REPORT JUNE 30, 2008 Small Cap Value Fund, Inc. 8150 N. Central Expressway #101 Dallas, Texas 75206 1-800-704-6072 Fund Symbol: SCAPX Dear shareholders of Small Cap Value Fund, Inc., As of June 30, 2008, the Net Asset Value of the Fund was 17.78, down from 19.90 at the beginning of the year. This resulted in a loss of 10.65% for the first half of the year, versus a loss of 7.07% for the S&P 600 Index. The equities markets remain highly volatile and our Fund participates in this volatility on both an absolute and relative basis, as it pertains to the general S&P 600 Index. For example, in the first six months of 2008, our Fund has ranged between a relative outperformance of approximately 6% to a relative underperformance of approximately 4%. Our largest position at the beginning of the year was down 66% for the period and one of our smaller positions was up 286%. The Fund had virtually no direct exposure to the financial sector, illustrating that losses and earnings disappointments are pervasive across many industry groups. The Fund does not attempt to ?time the market? by switching from equities exposure to cash, thus it is largely fully invested, and subject to full market volatility, at all times. Our top holdings and industry group exposures, as of June 30, 2008, are listed below. We continue to see exceptional investment opportunities in the small cap area and thus feel that we will eventually be rewarded. Sincerely, Steven Adams Portfolio Manager SMALL CAP VALUE FUND, INC. Top Ten Holdings and Asset Allocation June 30, 2008 Top Ten Holdings* (% of Net Assets) Finish Line Inc. 7.05% Western Refining, Inc. 6.79% ViroPharma Inc. 6.19% Universal Forest Products, Inc. 5.41% Odyssey Healthcare Inc. 5.08% Rackable Systems, Inc. 4.57% FreightCar America Inc. 4.55% Steve Madden, Ltd. 4.42% Deluxe Corp. 4.29% Pioneer Drilling Co. 4.28% ------ 52.63% Asset Allocation (% of Net Assets) Women?s Clothing Stores 9.47% Drilling Oil and Gas Wells 7.77% Shoe Stores 7.05% Sawmills and Planing Mills 7.21% Petroleum Refining 6.79% Pharmaceutical Preparation 6.19% Home Health Care Services 5.08% Electronic Computers 4.57% Railroad Equipment 4.55% Women?s Footwear 4.42% Computer Processing and Data Prep and Processing Systems 4.29% Footwear 3.68% Fabricated Rubber Products 3.56% Lumber and Other Building Materials Dealers 3.21% Primary Batteries, Dry and Wet 2.77% Misc. Fabricated Wire Products 2.62% Industrial Organic Chemicals 2.58% Heavy Construction Equipment Rental and Leasing 2.43% Arrangement of Transportation of Freight and Cargo 2.40% Air Transportation 2.13% Rubber and Plastics Footwear 2.03% Gypsum Products 1.83% Construction Materials 1.24% Computer Integrated Systems Design 1.83% Other Assets less liabilities, net 0.30% ------- 						 100.00% *Portfolio holdings are subject to change and are not recommendations of individual stocks SMALL CAP VALUE FUND, INC. EXPENSES JUNE 30, 2008 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 June 30, 2008. 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, 2007 December 31, 2007 June 30, 2008 to June 30, 2008 ----------------- ------------- ----------------- Actual $ 1,000 $ 893 $ 4.48 Hypothetical** $ 1,000 $ 1,020 $ 4.78 *Expenses are equal to the Fund?s annualized expense ratio of 0.95%, multiplied by the average account value over the period, multiplied by 182 days/365 days to reflect the one-half year period ** Hypothetical return assumes 5% return before expenses. SMALL CAP VALUE FUND, INC. STATEMENTS OF ASSETS AND LIABILITIES (Unaudited) JUNE 30, 2008 ASSETS Investment securities, at value(cost $33,974,467) $24,124,156 Cash 82,060 Accrued interest 72 Dividends receivable 6,185 ----------- Total assets 24,212,473 ----------- LABILITIES Advisory fees payable 20,787 ----------- Total liabilities 20,787 ----------- NET ASSETS ? (Equivalent to $17.78 per share based on 1,360,396 shares of common stock issued and outstanding; 100,000,000 shares authorized, $0.001 par value $ 24,191,686 ============ NET ASSETS CONSIST OF: Common stock				 $ 13,603 Paid-in capital 33,509,488 Net unrealized appreciation of investments (9,850,310) Undistributed net investment income (38,385) Undistributed net realized gain on investments 557,290 - ------------ Net assets $ 24,191,686 ============ See accompanying notes to these financial statements. SMALL CAP VALUE FUND, INC. SCHEDULE OF INVESTMENTS (Unaudited) JUNE 30, 2008 DESCRIPTION SHARES VALUE - ----------- ------ ------------ COMMON STOCKS ? 99.72% Railroad Equipment ?4.55% FreightCar America				 31000	 1,100,500 Heavy Construction Equipment ?2.43% Rental and Leasing H & E Equipment				 49005		 589,040 Misc. Fabricated Wire Products?2.62% Insteel Industries 			 34600		 633,526 Sawmills and Planing Mills? 7.21% Louisiana-Pacific				 51330 435,792 Universal Forest Products			 43700	 1,309,252 Arrangement of Transportation of ?2.40% Freight and Cargo Pacer International				 27000		 580,770 Gypsum Products? 1.83% USG Corp						 15000	 443,550 Women?s Clothing Stores?9.47% Bebe stores 101710 977,433 Charlotte Russe Holding Inc		 41000	 728,160 Dress Barn					 43700 584,706 Lumber and Other Building?3.21% Materials Dealers Builders FirstSource				 146313 	 776,922 Construction Materials?1.24% Building Materials Holding Corp		 169800 300,546 Fabricated Rubber Products?3.56% Cooper Tire Rubber				 110000	 862,400 Shoe Stores?7.05% Finish Line					 196100 1,706,070 Footwear?3.68% Kenneth Cole					 44855 569,659 K-Swiss 21935 322,445 - - Continued - SMALL CAP VALUE FUND, INC. SCHEDULE OF INVESTMENTS, continued JUNE 30, 2008 DESCRIPTION SHARES VALUE - ----------- ------ ------------ Women?s Footwear?4.42% Steve Madden 58150 1,068,797 Rubber and Plastics Footwear?2.03% Skechers USA					 24870 491,431 Air Transportation?2.13% ExpressJet Holdings				 667775 367,276 Mesa Air Group				 291280 148,524 Computer Processing and Data Prep?4.29% and Processing Systems Deluxe CP				 58200 1,037,124 Industrial Organic Chemicals?2.58% Aventine Renewable Energy			 142000 	 624,800 Drilling Oil and Gas Wells?7.77% Patterson-UTI Energy				 23350		 843,636 Pioneer Drilling				 55030 1,035,114 Petroleum Refining?6.79% Western Refining Inc 138655 1,641,675 Home Health Care Services?5.08% Odyssey Healthcare				 126080 	 1,228,019 Pharmaceutical Preparation?6.19% ViroPharma 					 135470	 1,498,298 Primary Batteries, Dry and Wet?2.77% China BAK Battery				 142200 669,762 Computer Integrated Systems Design?1.83% Cogent						 39000 443,430 Electronic Computers?4.57% Rackable Systems				 82500 1,105,500 -------- Total common stocks (cost $33,974,467) 24,124,156 - - Continued - SMALL CAP VALUE FUND, INC. SCHEDULE OF INVESTMENTS, continued JUNE 30, 2008 SHORT-TERM INVESTMENTS ? 0.33% Schwab Money Market Fund 			 82,060 -------- Total short-term investments (cost $82,060) 82,060 -------- Total investment securities ? 100.06% (cost $34,056,527) 24,206,216 Other assets less liabilities ? (0.06)% (14,530) -------- Net assets ? 100.00% $ 24,191,686 ============ See accompanying notes to these financial statements. SMALL CAP VALUE FUND, INC. STATEMENT OF OPERATIONS (Unaudited) For the Period December 31, 2007 through June 30, 2008 INVESTMENT INCOME: Dividends $ 65,475 Interest 17,750 Accrued Interest 72 ------------ Total investment income 83,297 EXPENSES ? Advisory fees 121,682 ------ Net investment income (38,385) ------------ GAINS ON INVESTMENTS ? Net realized gain on investments 557,290 Net change in unrealized appreciation of securities (3,386,268) ------------ Net realized gain and Unrealized loss on investments 		 (2,828,978) - ------------ Net increase in net assets resulting from operations $ (2,867,363) ============ See accompanying notes to these financial statements. SMALL CAP VALUE FUND, INC. STATEMENT OF CHANGES IN NET ASSETS (Unaudited) Six Months Ended Year Ended June 30, 2006 Dec. 31, 2007 INCREASE IN NET ASSETS FROM OPERATIONS: Net investment income $ (38,385) $ (621) Net realized gain on investments 557,290 55,055 Net change in unrealized appreciation of securities 		 (3,386,268) (6,848,675) 				 ----------- ------------ Net increase in net assets resulting from operations (2,867,363) (6,794,241) DISTRIBUTIONS TO SHAREHOLDERS FROM Net investment income 0 - Net realized gains 0 (54,434) ----------- ------------ Total Distributions 0 (54,434) CAPITAL SHARE TRANSACTIONS 485,305 27,342,811 ----------- ------------ TOTAL INCREASE IN NET ASSETS (2,382,058) 20,494,136 NET ASSETS, beginning of period 26,573,744 6,079,608 ----------- ------------ NET ASSETS, end of period $24,191,686 $26,573,744 =========== ============ 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 (Unaudited) 6 Mo. Ended YEAR ENDED 6/30/08 12/31/07 12/31/06 12/31/05(a) Net asset value, beginning of period $19.90 $24.58 $19.87 $20.21 ----------------------------------- Income from investment operations: Net investment income (0.01) (0.01) 0.35 0.07 Net realized and unrealized gains on investments 		 (2.11) (4.64) 4.57 (0.34) Total income from investment operations		 (2.12) (4.64)	 4.92 (0.27) ------------------------------------ Less distributions from: Net investment income 0.00 (0.04) (0.13) (0.07) Net realized gains 0.00 (0.00) (0.08) (0.00) ------ ------ ------- ------- Total Distributions 0.00 (0.04) (0.21) (0.07) Net asset value, end of period $17.78 $19.90 $24.58 $19.87 Total Return(c) (10.65)% (18.87)% 24.76% (1.09)% Net assets, end of period (000,s omitted) $24,192 $26,574 $6,079 $1,021 Ratio of expenses to 0.95% 0.95% 0.85% 0.95%(b) average monthly net assets (c) Ratio of net investment income (0.30)% 0.00% 1.42% (8.02)% to average monthly net assets Portfolio turnover rate (annualized) 37.40% 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 statements 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 June 30, 2008, 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. New Accounting Pronouncements The Fund complies with Financial Accounting Standards Board (FASB) Interpretation No.48 - Accounting for Uncertainty in Income Taxes. FASB Interpretation No.48 requires the tax effects of certain tax positions to be recognized. These tax positions must meet a "more likely than not" standard that based on their technical merits, have a more than fifty percent likelihood of being sustained upon examination. The financial statements must be adjusted to reflect only those tax positions that are more likely than not of being sustained. Management of the Fund does not believe that any adjustments were necessary to the financial statements at adoption. The Fund adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 157, Fair Value Measurements (FAS 157). In accordance with FAS 157, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund's own assumptions about the assumptions that market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below. Level 1 - quoted prices in active markets for identical investments. Level 2 - other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds,credit risk, etc.) Level 3 - significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments) The following table summarizes the valuation of the Fund's investments by the above fair value hierarchy levels as of June 30, 2008: Investments Other in Financial Level Securities Instruments * ----- ---------- ----------- Level 1 $24,124,156 $ 0 Level 2 0 0 Level 3 0 0 ---------- ----------- Total $24,124,156 $ 0 =========== =========== * Other financial instruments are derivative instruments not reflected in the Portfolio of Investments, such as futures forwards and swap contracts, which are valued at the unrealized appreciation / depreciation on the instrument CAPITAL SHARE TRANSACTIONS Capital Share transactions in the Fund?s $0.001 par value common stock were as follows: Period from December 31, 2007 through June 30, 2008 ------------------- Shares Amount Shares sold 25,254 $ 485,305 Shares issued in reinvestment of dividends	 0 0 --------- ---------- Net increase 	 25,254 485,305 Beginning of period 1,335,141 33,037,861 --------- ---------- End of period 1,360,395 $33,523,166 		 ========= =========== INVESTMENT TRANSACTIONS The cost of purchases and proceeds from sales of investment securities, excluding short-term investments, aggregated $5,618,538 and $4,807,181, respectively, for the period December 31, 2007 to June 30, 2008. There were no differences between the financial reporting basis and the income tax basis in the cost or net unrealized depreciation of the Fund?s investments as of June 30, 2008. As of June 30, 2008, the aggregate unrealized appreciation and depreciation of investment securities was as follows: Unrealized appreciation $ 1,529,865 Unrealized depreciation (11,380,175) Net unrealized depreciation $ (9,850,310 3.	DISTRIBUTION TO SHAREHOLDERS There have been no distributions in 2008 through June 30, 2008. 4.	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 significantly 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 management fee for the first six months of 2008, as computed pursuant to the investment advisory agreement, totaled $121,682. The Advisor acts as the transfer agent for the Fund and Fidelity Investments is the sub-transfer agent. 5.	Redemption Fee To discourage short-term trades by investors and to compensate the Fund for costs that may be incurred by such trades, the Fund may impose a redemption fee of 2% of the total redemption amount if shares are held less than 365 days. For the six months ended June 30, 2008, there were no redemption fees received by the Fund. SMALL CAP VALUE FUND, INC. NOTES TO FINANCIAL STATEMENTS ADDITIONAL INFORMATION 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 its 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 Forms N-Q are available on the SEC's website athttp://www.sec.gov. The Fund's Forms N-Q may also be reviewed and copied at the SEC's Public Reference Room in Washington DC. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. APPROVAL OF INVESTMENT ADVISORY AGREEMENT At an in-person meeting held on February 19, 2008, the Board of Directors, including a majority of Directors that are not "interested" persons of the Fund(as the term is defined in the 1940 Act), re- approved the Advisory Agreement based upon its review of the qualitative and quantitative information provided by the Investment Advisor. The Directors considered, among other things, the following information regarding the Investment Advisor. NATURE, EXTENT AND QUALITY OF SERVICES PROVIDED BY THE INVESTMENT ADVISOR The Directors reviewed the nature, quality and scope of current and anticipated services provided by the Investment Advisor under the Advisory Agreement. This includes portfolio management, supervision of Fund operations and compliance and regulatory matters. INVESTMENT PERFORMANCE The Directors reviewed the performance of the Fund, as compared to other mutual funds and market benchmarks. This review focused on the long-term performance of the Fund. COST OF SERVICES TO THE FUND AND PROFITABILITY OF ADVISOR The Directors considered the Fund's management fee and total expense ratio relative to industry averages. The Directors determined that the Advisor is operating profitably, is viable and should remain as an ongoing entity. ECONOMIES OF SCALE The Directors considered information regarding economies of scale with respect to the management of the Fund. CONCLUSIONS Based on the above review and discussions, the Directors concluded that it is in the best interest of the Fund and its shareholders to approve the Advisory Agreement. Board of Directors Information Small Cap Value Fund, Inc. June 30, 2008 The business and affairs of the Fund are managed under the direction of the Fund's Board of Directors. Information pertaining to the Directors of the Fund are set forth below. The Fund's Statement of Additional Information includes additional information about the Fund's Directors, and is available without charge, by calling 1-800-704-6072. Each director may be contacted by writing to the director c/o Small Cap Value Fund, Inc, 8150 N. Central Expressway, Suite M1120, Dallas, Texas, 75206. INDEPENDENT DIRECTORS Name and Age Position Term Principal Occupation Other Public Past five years Directorships - ------------------- -------- ---- --------------------- ------------- Vicky L. Hubbard Director 1 Yr Homemaker since 2000, Stock Dividend Age 50 Technology Mngr prior Fund, Inc. Yolawnde F. Malone Director 1 Yr Tax Mngr-Cain Waters, Stock Dividend Age 44 Tolleson Wealth Mgmt Fund, Inc. prior, Self Emp Tax Consultant prior Melissa D. Gordon, Director 1 Yr Pathologist, North Stock Dividend M.D. Dallas Pathology Fund, Inc. Age 44 INTERESTED DIRECTORS Laura S. Adams Director, 1 Yr President, Adams Stock Dividend Age 47 President Asset Advisors Fund, Inc. Secretary since 2002, Private Treasurer Investor prior This report and the financial statements contained herein are submitted for the general information of shareholders and are not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or solicitation of an offer to buy shares of Stock Dividend Fund, Inc. Such offering is made only by prospectus, which includes details as to offering price and material information. 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 semi-annual reports) 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-Not applicable for semi-annual reports. (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 8/14/08 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 8/14/08