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: December 31, 2009 Item 1. Report to Shareholders. SMALL CAP VALUE FUND, INC. ANNUAL REPORT DECEMBER 31, 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., The Fund began 2009 with a Net Asset Value per share of $11.62 and ended with a Net Asset Value per share of $16.53, after declaring and distributing a dividend of $.0233 per share. The total return of the Fund for 2009 was 42.43% versus 25.56% for the S&P 600 and 27.16% for the Russell 2000 Small Cap Value Index. The relative outperformance we experienced in 2009 was greater than the relative underperformance in 2008. Our Fund continues to own many companies that have little or no net debt on their balance sheets and valuations that are very compelling. We feel that as credit markets continue to stabilize capital will flow back into the type of securities in our portfolio. The top holdings and industry group exposures of the Fund as of 12/31/09 are listed on the following page. We look forward to continued absolute and relative results in 2010. Sincerely, Steven Adams Portfolio Manager SMALL CAP VALUE FUND, INC. Top Ten Holdings and Asset Allocation December 31, 2009 Top Ten Holdings* (% of Net Assets) ViroPharma Inc. 7.75% Olin 6.55% Coventry Health Care Inc. 5.87% Dress Barn 5.81% Silicon Graphics 5.75% Trinity Industries 5.02% Nicor 4.84% Patterson-UTI Energy 4.71% Cooper Tire Rubber 4.21% Western Refining, Inc. 4.12% ------ 54.63% Asset Allocation (% of Net Assets) Women?s Clothing Stores 9.48% Railroad Equipment 8.72% Drilling Oil and Gas Wells 8.58% Pharmaceutical Preparation 7.75% Petroleum Refining 7.58% Industrial Organic Chemicals 6.55% Sawmills and Planing Mills 6.08% Services-Offices, Clinics of Doctors of Medicine 5.87% Electronic Computers 5.75% Natural Gas Distribution 4.84% Fabricated Rubber Products 4.21% Hospital and Medical Service Plans 4.03% Footwear 3.74% Heavy Construction Equipment Rental and Leasing 2.96% Misc. Fabricated Wire Products 2.59% Computer Integrated Systems Design 2.33% Primary Batteries, Dry and Wet 2.27% Gypsum Products 1.21% Other Assets less liabilities, net 5.45% ------- 						 100.00% *Portfolio holdings are subject to change and are not recommendations of individual stocks SMALL CAP VALUE FUND, INC. EXPENSES DECEMBER 31, 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 on June 30, 2009 and held for the entire six month period to December 31, 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 June 30, 2009, June 30, 2009 December 31, 2009 December 31, 2009 ----------------- ------------- ----------------- Actual $ 1,000 $ 1,312 $ 5.54 Hypothetical** $ 1,000 $ 1,020 $ 4.84 *Expenses are equal to the Fund's annualized expense ratio of 0.95%, multiplied by the average account value over the period, multiplied by 184 days/365 days to reflect the one-half year 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, 2009. 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 Year Year Year Year End End End End End (12/16/05) 2005 2006 2007 2008 2009 --------- ------ ------- ------- ------ ------ Small Cap Value Fund $10,000 $9,891 $12,340 $10,010 $5,862 $8,351 S&P 600 Small Cap Index $10,000 $9,879 $11,409 $11,374 $7,849 $9,855 $13,000| $12,000| # $11,000| * * $10,000| # * # * # $ 9,000| * $ 8,000| * # $ 7,000| $ 6,000| # _________________________________________________________ Inception 2005 2006 2007 2008 2009 (12/16/2005) # = Small Cap Value Fund * = S&P 600 Small Cap Index Compounded 15 Day Annual Annual Annual Annual Average Return Return Return Return Return Annual 2005 2006 2007 2008 2009 Return ------ ------ ------ ------ ------- ------- Small Cap Value Fund (1.09%) 24.76% (18.87%) (41.49)% 42.46% (4.36)% S&P 600 Index (1.21%) 15.49% ( 0.30%) (30.99)% 25.56% (0.47)% SMALL CAP VALUE FUND, INC. STATEMENT OF ASSETS AND LIABILITIES DECEMBER 31, 2009 ASSETS Investment securities, at fair value (cost $20,805,060) $ 17,379,642 Dividends receivable 13,338 ----------- Total assets 17,392,980 ----------- LIABILITIES Advisory fees payable 13,091 ----------- Total liabilities 13,091 ----------- NET ASSETS ? Equivalent to $16.53 per share based on 1,051,195 shares of common stock issued and outstanding; 100,000,000 shares authorized, $0.001 par value $ 17,379,889 	 ============ NET ASSETS CONSIST OF: Common stock				 $ 1,051 Paid-in capital 30,044,103 Net unrealized depreciation of investments (3,425,418) Net undistributed realized (9,239,847) losses - ------------ Net assets $ 17,379,889 ============ See accompanying notes to these financial statements. SMALL CAP VALUE FUND, INC. SCHEDULE OF INVESTMENTS DECEMBER 31, 2009 DESCRIPTION SHARES FAIR VALUE - ----------- ------ ---------- COMMON STOCKS ? 94.55% Railroad Equipment-8.72% FreightCar America				 32400	 $ 642,492 Trinity Industries 50000 872,000 ------- 1,514,492 Heavy Construction Equipment Rental and Leasing-2.96% H & E Equipment (a)				 49005		 514,552 Misc. Fabricated Wire Products-2.59% Insteel Industries 			 34600		 449,800 Sawmills and Planing Mills-6.08% Louisiana-Pacific (a) 		 51330 358,283 Universal Forest Products			 19000	 699,390 ------- 1,057,673 Gypsum Products-1.21% USG Corp (a)					 15000	 210,750 Women?s Clothing Stores-9.48% Bebe stores 101710 637,722 Dress Barn (a) 				 43700 1,009,033 ------- 1,646,755 Fabricated Rubber Products-4.21% Cooper Tire Rubber				 36500	 731,825 Footwear-3.74% Kenneth Cole (a)				 44855 432,851 K-Swiss (a) 21935 218,034 ------- 650,885 Industrial Organic Chemicals-6.55% Olin						 65000 1,138,800 - - Continued - SMALL CAP VALUE FUND, INC. SCHEDULE OF INVESTMENTS, continued DECEMBER 31, 2009 DESCRIPTION SHARES FAIR VALUE - ----------- ------ --------- Natural Gas Distribution-4.84% Nicor						 20000	 $ 842,000 Drilling Oil and Gas Wells-8.58% Patterson-UTI Energy				 53350		 818,923 Pioneer Drilling (a)				 85030 671,737 -------- 1,490,660 Petroleum Refining-7.58% Western Refining Inc (a) 152000 715,920 Frontier Oil Corp 50000 602,000 -------- 1,317,920 Hospital and Medical Service Plans-4.03% Amerigroup Corp (a) 26000 700,960 Pharmaceutical Preparation-7.75% ViroPharma (a)					 160470	 1,346,343 Primary Batteries, Dry and Wet-2.27% China BAK Battery (a)			 142200 395,316 Computer Integrated Systems Design-2.33% Cogent (a)					 39000 405,210 Electronic Computers-5.75% Silicon Graphics (a)				 142500 998,925 Services-Offices, Clinics of Doctors of Medicine-5.87% Coventry Health Care (a) 		 42000	 1,020,180 -------- Total common stocks (cost $19,858,464) $ 16,433,046 - - Continued - SMALL CAP VALUE FUND, INC. SCHEDULE OF INVESTMENTS, continued DECEMBER 31, 2009 SHARES FAIR VALUE SHORT-TERM INVESTMENTS ? 5.45% ------ --------- Schwab Money Market Fund-current interest at 0.01% 			 946596 $ 946,596 -------- Total short-term investments (cost $946,596) 946,596 -------- Total investment securities ? 100.00% (cost $20,805,060) 17,379,642 Other assets less liabilities ? (0.00)% 247 -------- Net assets ? 100.00% $ 17,379,889 ============ (a) Presently non-income producing See accompanying notes to these financial statements. SMALL CAP VALUE FUND, INC. STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2009 INVESTMENT INCOME Dividends $ 170,366 Interest 335 ------------ Total investment income 170,701 ------------ EXPENSES ? Advisory fees 146,243 ------------ Net investment income 24,458 ------------ GAIN (LOSS) ON INVESTMENTS ? Net realized loss on investments (3,952,001) Net change in unrealized depreciation of securities 8,955,245 ------------ Net realized loss and unrealized gain on investments 5,003,244 - ------------ Net increase in net assets resulting from operations $ 5,027,702 ============ See accompanying notes to these financial statements. SMALL CAP VALUE FUND, INC. STATEMENTS OF CHANGES IN NET ASSETS Year Ended Year Ended Dec. 31, 2009 Dec. 31, 2008 INCREASE(DECREASE) IN NET ASSETS FROM OPERATIONS: Net investment income $ 24,458 $ 44,831 Net realized loss on investments (3,952,001) (5,287,846) Net change in unrealized depreciation of securities 		 8,955,245 (5,915,150) 				 ----------- ------------ Net increase(decrease) in net assets resulting from operations 5,027,702 (11,158,165) DISTRIBUTIONS TO SHAREHOLDERS FROM Net investment income (24,458) (44,831) Net realized gains - - ----------- ------------ Total Distributions (24,548) (44,831) CAPITAL SHARE TRANSACTIONS-NET (3,848,335) 854,232 ----------- ------------ TOTAL INCREASE(DECREASE) IN NET ASSETS 1,154,909 (10,348,764) NET ASSETS, beginning of year 16,224,980 26,573,744 ----------- ------------ NET ASSETS, end of year $17,379,889 $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 ENDED: YEAR YEAR YEAR YEAR PERIOD ENDED ENDED ENDED ENDED ENDED 2009 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 (loss) 0.02 0.32 (0.01) 0.35 0.07 Net realized and unrealized gains (losses)on 4.91 (8.28) (4.64) 4.57 (0.34) investments ----- -------- -------- -------- -------- Total income (loss)from investment operations	4.93 (7.96) (4.64) 4.92 (0.27) - ---- -------- -------- -------- -------- Less distributions from: Net investment income (0.02) (0.32) (0.04) (0.13) (0.07) Net realized gains (0.00) (0.00) (0.00) (0.08) (0.00) ------ -------- -------- --------- --------- Total distributions (0.02) (0.32) (0.04) (0.21) (0.07) ----- -------- -------- --------- --------- Net asset value, end of period $ 16.53 $ 11.62 $ 19.90 $ 24.58 $ 19.87 ======= ======== ======== ======== ======== Total Return (c) 42.43% (41.49)% (18.87)% 24.76% (1.09)% Ratios & Supplemental Data: Net assets, end, of period (in 1,000?s) $17,380 $16,225 $26,574 $6,080 $1,021 Ratio of expenses to 0.94% 0.94% 0.95% 0.85% 0.95% average net assets (b) Ratio of net investment 0.16% 0.20% 0.00% 1.42% (8.02)% income to average net assets Portfolio turnover rate 29.12% 23.30% 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 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 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 continue 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. The Fund also intends to distribute sufficient net investment income and net capital gains, if any, so that it will not be subject to excise tax on undistributed income and gains. Therefore, no federal income tax or excise 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 (loss) or net realized gains (losses) may differ from their ultimate characterization for income tax purposes. At December 31, 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 Per generally accepted accounting principles ('GAAP') the Fund evaluates its tax positions taken on previously filed tax returns or expected to be taken on future returns. These positions must meet a 'more likely than not' standard that, based on the technical merits, have a more than fifty percent likelihood of being sustained upon examination. In evaluating whether a tax position has met the recognition threshold, the Fund must presume that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. Tax positions not deemed to meet the 'more-likely-than-no' threshold are recorded as a tax expense in the current year. GAAP requires the Fund to analyze all open tax years, as defined by the Statute of Limitations, for all major jurisdictions. Open tax years are those that are open for exam by taxing authorities. Major jurisdiction for the Fund include Federal. As of December 31, 2009, open Federal tax years include the tax years ended December 31, 2006 through December 31, 2009. The Fund has no examination in progress. The Fund has reviewed all open tax years and major jurisdictions. As a result, the Fund has determined there is no effect to the Fund's financial position or results of operations. There is no tax liability resulting from unrecognized tax benefits relating to uncertain income tax positions taken or expected to be taken on the tax return for the fiscal year-end December 31, 2009. The Fund is also not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months. SMALL CAP VALUE FUND, INC. NOTES TO FINANCIAL STATEMENTS In accordance with GAAP, 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. GAAP 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 December 31, 2009: Investments Other in Financial Level Securities Instruments * ----- ---------- ------------ Level 1: Common Stock $16,433,046 $ 0 Short term investments 946,596 0 ----------- ------------ Total Level 1: 17,379,642 0 Level 2 0 0 Level 3 0 0 ----------- ------------ Total $17,379,642 $ 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. As of December 31, 2009, the Fund did not own any other financial instruments. SMALL CAP VALUE FUND, INC. NOTES TO FINANCIAL STATEMENTS Subsequent events are defined as events or transactions that occur after the balance sheet date, but before the financial statements are issued. There are two types of subsequent events: recognized subsequent events, which provide additional evidence about conditions that existed at the balance sheet date, and non- recognized subsequent events, which provide evidence about conditions that did not exist at the balance sheet date, but arose before the financial statements were issued. Recognized subsequent events are required to be recognized in the financial statements, and non-recognized subsequent events are required to be disclosed. GAAP requires entities to disclose the date through which subsequent events have been evaluated, and the basis for that date. This is consistent with current practice and did not have any impact on the Fund?s financial statements. Subsequent events were evaluated through February 10, 2010, the date in which these financials were issued. 3.	CAPITAL SHARE TRANSACTIONS Capital Share transactions in the Fund?s $0.001 par value common stock were as follows: Year Ended Year Ended December 31, 2009 December 31, 2008 ------------------- --------------------- Shares Amount Shares Amount Shares sold 124,316 $1,779,000 117,826 $1,565,000 Shares issued in reinvestment of dividends	 1,472 24,458 3,992 44,831 ------ -------- --------- ---------- 125,788 1,803,458 121,818 1,609,831 Shares redeemed 470,706 5,651,793 60,846 754,203 ------ -------- --------- ---------- Net increase (decrease) (344,918) (3,848,335) 60,972 855,628 Beginning of year 1,396,113 33,893,489 1,335,141 33,037,861 ------ -------- ------- ---------- End of year 1,051,195 $30,045,154 1,396,113 $33,893,489 		=========	========== ========= ========== SMALL CAP VALUE FUND, INC. NOTES TO FINANCIAL STATEMENTS 4.	INVESTMENT TRANSACTIONS The cost of purchases and proceeds from sales of investment securities, excluding short-term investments, aggregated $4,540,218 and $9,263,484, respectively, for the year ended December 31, 2009. The aggregate cost of investment securities, excluding money market funds, for federal income tax purposes was $19,858,464 as of December 31, 2009. 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, 2009. As of December 31, 2009 and 2008, the aggregate unrealized appreciation and depreciation of investment securities was as follows: Description 2009 2008 - ----------- ------- ------ Unrealized appreciation $ 2,007,373 $ 610,048 Unrealized depreciation (5,432,791) (12,990,711) ------------ ----------- Net unrealized depreciation $ (3,425,418) $ (12,380,663) ============ ============ 5.	DISTRIBUTION TO SHAREHOLDERS On December 28, 2009 a distribution of $0.0233 per share aggregating $24,458 was paid to the shareholders of record on that date from net investment income. 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 an investment advisory 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 advisory fee for 2009, as computed pursuant to the investment advisory agreement, totaled $146,243, of which $13,091 was payable on December 31, 2009. SMALL CAP VALUE FUND, INC. NOTES TO FINANCIAL STATEMENTS The Advisor acts as the transfer agent for the Fund, with Fidelity Investments as the sub-transfer agent. There are no fees associated with these services. The Fund acts as its own custodian, effective September 1, 2008, and is in compliance per requirements of Rule 17f-2. There are no fees associated with these services. Additional Information (Unaudited) 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, held a separate, in-person meeting, specifically called for the purpose of reviewing and re-approving the Advisory Agreement on February 19, 2009. In approving the Advisory Agreement for 2009, the Directors considered the following: 1)	Nature, extent and quality of services provided by the Advisor ? 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. 2)	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. 3)	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. 4)	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. 5)	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. Additional Information (Unaudited) Board of Directors Information The business and affairs of the Fund are managed under the direction of the Board of Directors 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 52 Since 2000 Dividend Fund, Inc. Yolawnde F. Malone Director 1 Yr CPA/Tax Specialist- Stock Age 46 Family Legacy Trust, Dividend Fund, Tax mngr Cain Waters Inc. prior, Tolleson Wealth mgmt tax specialist prior Melissa D. Gordon, Director 1 Yr Pathologist, North Stock M.D. Dallas Pathology Dividend Fund, Age 46 Inc. INTERESTED DIRECTORS Laura S. Adams Director, 1 Yr President of Fund, Stock Age 48 President Managing Member of Dividend Fund, Secretary Adams Asset Advisors, Inc. Treasurer 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, 2009, 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 the financial highlights for each of the four years in the period then ended and for the period from December 16, 2005 (the date the 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, 2009, 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, 2009, the results of its operations for the year then ended, the changes in net assets for the two years in the period ended, and the financial highlights for the four years in the period then ended and for the period from December 16, 2005 (the date the 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 10, 2010 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 2/10/10 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 2/10/10