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 #M1120 Dallas, Texas 75206
(Address of principal executive offices)
Laura S. Adams
8150 N. Central Expressway #M1120 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, 2009
Item 1. Report to Shareholders.
SMALL CAP VALUE FUND, INC.
SEMI-ANNUAL REPORT
JUNE 30, 2009
Small Cap Value Fund, Inc.
8150 N. Central Expressway #M1120
Dallas, Texas 75206
1-800-704-6072
Fund Symbol: SCAPX
Dear shareholders of Small Cap Value Fund, Inc.,
As of June 30, 2009, the Net Asset Value of the Fund was 12.60, up from
11.62 at the beginning of the year. This resulted in a gain of 8.43%
for the first half of the year, versus a gain of 0.67% for the S&P 600
Small Cap Index.
We used the market recovery, and our relative outperformance, in the
second quarter to upgrade our portfolio by selling weaker names that
experienced price strength into our better ideas. This has proved
effective to date. The Fund continues to have no direct exposure to
the Financial industry and we do not necessarily feel that this will
inhibit continued relative outperformance.
Our top holdings and industry group exposures, as of June 30, 2009, are
listed below.
The turnover numbers of the Fund continue to be a little higher than we
would normally expect due the aforementioned portfolio rebalancing.
This is not disadvantageous to shareholders from a tax standpoint as
the Fund has significant tax loss carryforwards.
We continue to see exceptional investment opportunities in the small
cap area and thus feel that the portfolio will be rewarding.
Sincerely,
Steven Adams
Portfolio Manager
SMALL CAP VALUE FUND, INC.
Top Ten Holdings and Asset Allocation
June 30, 2009
Top Ten Holdings*
(% of Net Assets)
Cooper Tire Rubber 7.67%
Universal Forest Products 7.62%
ViroPharma Inc. 6.31%
Odyssey Healthcare 6.07%
Coventry Health Care 5.21%
Olin 5.13%
Bebe Stores 4.64%
Nicor 4.56%
Patterson-UTI Energy 4.55%
Silicon Graphics 4.29%
------
56.05%
Asset Allocation
(% of Net Assets)
Women?s Clothing Stores 12.27%
Sawsmills and Planing Mills 8.78%
Railroad equipment 8.13%
Fabricated Rubber Products 7.67%
Drilling Oil and Gas Wells 7.25%
Pharmaceutical Preparation 6.31%
Home Health Care Services 6.07%
Services-Offices, Clinics of Doctors of Medicine 5.21%
Industrial Organic Chemicals 5.13%
Natural Gas Distribution 4.59%
Other Assets less liabilities, net 4.50%
Electronic Computers 4.29%
Petroleum Refining 3.37%
Footwear 3.33%
Heavy Construction Equipment Rental and Leasing 3.04%
Computer Integrated Systems Design 2.78%
Primary Batteries, Dry and Wet 2.78%
Misc. Fabricated Wire Products 1.89%
Rubber and Plastics Footwear 1.61%
Gypsum Products 1.00%
-------
100.00%
*Portfolio holdings are subject to change and are not recommendations
of individual stocks
SMALL CAP VALUE FUND, INC.
EXPENSES
JUNE 30, 2009
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, 2009.
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, 2008
December 31, 2008 June 30, 2009 to June 30, 2009
----------------- ------------- -----------------
Actual $ 1,000 $ 1,084 $ 4.91
Hypothetical** $ 1,000 $ 1,025 $ 4.77
*Expenses are equal to the Fund?s annualized expense ratio of 0.95%,
multiplied by the average account value over the period, multiplied by
181 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, 2009
ASSETS
Investment securities, at
value(cost $21,233,734) $14,397,041
Cash 664,636
Accrued interest 14
Dividends receivable 25,238
-----------
Total assets 15,086,929
-----------
LABILITIES
Advisory fees payable 12,180
-----------
Total liabilities 12,180
-----------
NET ASSETS ?
(Equivalent to $12.60 per
share based on 1,196,475 shares
of common stock issued and outstanding;
100,000,000 shares authorized,
$0.001 par value $ 15,074,749
============
NET ASSETS CONSIST OF:
Common stock $ 1,196
Paid-in capital 32,270,924
Net unrealized depreciation
of investments (7,595,337)
Undistributed net investment income 13,204
Undistributed net realized gain on
Investments(inc 2008 carryover) (9,615,238)
- ------------
Net assets $ 15,074,749
============
See accompanying notes to these financial statements.
SMALL CAP VALUE FUND, INC.
SCHEDULE OF INVESTMENTS (Unaudited)
JUNE 30, 2009
DESCRIPTION SHARES MARKET VALUE
- ----------- ------ -------
COMMON STOCKS ? 95.50%
Railroad Equipment-8.13%
FreightCar America 32400 544,644
Trinity Industries 50000 681,000
-------
1,225,644
Heavy Construction Equipment Rental
and Leasing-3.04%
H & E Equipment 49005 458,197
Misc. Fabricated Wire Products-1.89%
Insteel Industries 34600 285,104
Sawmills and Planing Mills-8.78%
Louisiana-Pacific 51330 175,549
Universal Forest Products 34700 1,148,223
-------
1,323,772
Gypsum Products-1.00%
USG Corp 15000 151,050
Women?s Clothing Stores-12.27%
Bebe stores 101710 699,765
Charlotte Russe Holding Inc 41000 523,980
Dress Barn 43700 624,910
-------
1,848,655
Fabricated Rubber Products-7.67%
Cooper Tire Rubber 116500 1,155,680
Footwear-3.33%
Kenneth Cole 44855 315,331
K-Swiss 21935 186,448
-------
501,779
Industrial Organic Chemicals-5.13%
Olin 65000 772,850
- - Continued -
SMALL CAP VALUE FUND, INC.
SCHEDULE OF INVESTMENTS, continued
JUNE 30, 2009
DESCRIPTION SHARES MARKET VALUE
- ----------- ------ -------
Natural Gas Distribution-4.59%
Nicor 20000 692,400
Rubber and Plastics Footwear-1.61%
Skechers USA 24870 242,980
Drilling Oil and Gas Wells-7.25%
Patterson-UTI Energy 53350 686,081
Pioneer Drilling 85030 407,294
--------
1,093,375
Petroleum Refining-3.37%
Western Refining Inc 72000 508,320
Home Health Care Services-6.07%
Odyssey Healthcare 89000 914,920
Pharmaceutical Preparation-6.31%
ViroPharma 160470 951,587
Primary Batteries, Dry and Wet-2.78%
China BAK Battery 142200 419,490
Computer Integrated Systems Design-2.78%
Cogent 39000 418,470
Electronic Computers-4.29%
Silicon Graphics 142500 646,950
Services-Offices, Clinics of Doctors
of Medicine-5.21%
Coventry Health Care 42000 785,820
--------
Total common stocks (cost $21,233,734) 14,397,041
- - Continued -
SHORT-TERM INVESTMENTS ? 4.41%
Schwab Money Fund-Bears interest at approx 0.20%
664,636
--------
Total short-term investments (cost $664,636) 664,636
--------
Total investment securities ? 99.91% (cost $21,898,370) 15,061,677
Other assets less liabilities ? 0.09% 13,072
--------
Net assets ? 100.00% $ 15,074,749
============
See accompanying notes to these financial statements.
SMALL CAP VALUE FUND, INC.
STATEMENT OF OPERATIONS (Unaudited)
For the Period December 31, 2008 through June 30, 2009
INVESTMENT INCOME:
Dividends $ 81,831
Interest 283
Accrued Interest 14
------------
Total investment income 82,128
EXPENSES ?
Advisory fees 68,910
------
Net investment income 13,218
------------
GAINS ON INVESTMENTS ?
Net realized gain on investments (4,327,392)
Net change in unrealized appreciation of securities 4,785,326
------------
Net realized gain and
Unrealized loss on investments 457,934
- ------------
Net increase in net assets resulting from operations $ 471,152
============
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, 2009 Dec. 31, 2008
INCREASE IN NET ASSETS FROM OPERATIONS:
Net investment income $ 13,218 $ 44,831
Net realized gain on investments (4,327,392) (5,287,846)
Net change in unrealized appreciation
of securities 4,785,326 (5,915,150)
----------- ------------
Net increase in net assets
resulting from operations 471,152 (11,158,165)
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income 0 (44,831)
Net realized gains 0 0
----------- ------------
Total Distributions 0 (44,831)
CAPITAL SHARE TRANSACTIONS (1,621,381) 854,232
----------- ------------
TOTAL INCREASE IN NET ASSETS (1,150,229) (10,348,764)
NET ASSETS, beginning of period 16,224,980 26,573,744
----------- ------------
NET ASSETS, end of period $15,074,749 $16,224,980
=========== ============
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
PERIOD YEAR YEAR YEAR PERIOD
ENDED ENDED ENDED ENDED ENDED
6/30/09 2008 2007 2006 2005(a)
------- -------- -------- -------- --------
Net asset value,
beginning of period $11.62 $ 19.90 $ 24.58 $ 19.87 $ 20.21
------- -------- -------- -------- --------
Income from investment
operations:
Net investment income 0.03 0.32 (0.01) 0.35 0.07
Net realized and
unrealized
gains (losses)on 0.95 (8.28) (4.64) 4.57 (0.34)
investments
------ -------- -------- -------- --------
Total income (loss)from
investment operations 0.98 (7.96) (4.64) 4.92 (0.27)
------ -------- -------- -------- --------
Less distributions from:
Net investment income 0.00 (0.32) (0.04) (0.13) (0.07)
Net realized gains 0.00 (0.00) (0.00) (0.08) (0.00)
------ -------- -------- --------- ---------
0.00 (0.32) (0.04) (0.21) (0.07)
------ -------- -------- -------- --------
Net asset value,
end of period $ 12.60 $ 11.62 $ 19.90 $ 24.58 $ 19.87
======= ======== ======== ======== ========
Total Return (c) 8.43% (41.49)% (18.87)% 24.76% (1.09)%
Net assets,
end, of period
(in 1,000?s) $15,074 $16,225 $26,574 $6,080 $1,021
Ratio of expenses to 0.96% 0.94% 0.95% 0.85% 0.95%
average net assets (b)
Ratio of net investment 0.18% 0.20% 0.00% 1.42% (8.02)%
income to average
net assets
Portfolio turnover 39.88% 23.30% 72.70% 24.65% 0.00%
rate (annualized)
(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 the 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, 2009, 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,
2009:
Investments Other
in Financial
Level Securities Instruments *
----- ---------- -----------
Level 1 $14,397,041 $ 0
Level 2 0 0
Level 3 0 0
---------- -----------
Total $14,397,041 $ 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, 2008
through June 30, 2009
-------------------
Shares Amount
Shares sold (199,638) $(1,621,381)
Shares issued in
reinvestment of
dividends 0 0
--------- ----------
Net increase (199,638) (1,621,381)
Beginning of period 1,396,113 33,893,489
--------- ----------
End of period 1,196,475 $32,272,108
========= ===========
INVESTMENT TRANSACTIONS
The cost of purchases and proceeds from sales of investment securities,
excluding short-term investments, aggregated $2,920,023 and $5,133,984,
respectively, for the period December 31, 2008 to June 30, 2009. 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, 2009.
As of June 30, 2009, the aggregate unrealized appreciation and
depreciation of investment securities was as follows:
Unrealized appreciation
$
332,658
Unrealized depreciation
(7,927,995)
Net unrealized depreciation
$
(7,595,337)
3. DISTRIBUTION TO SHAREHOLDERS
There have been no distributions in 2009 through June 30, 2009.
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 2009, as computed
pursuant to the investment advisory agreement, totaled $68,910.
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, 2009, 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 11, 2009, 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, 2009
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 51 Technology Mngr prior Fund, Inc.
Yolawnde F. Malone Director 1 Yr Tax Mngr-Cain Waters, Stock Dividend
Age 45 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 45
INTERESTED DIRECTORS
Laura S. Adams Director, 1 Yr President, Adams Stock Dividend
Age 48 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 8/28/09
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 8/28/09