May 9, 2011
SMALL CAP VALUE FUND, INC.
8150 N. Central Expressway Suite M1120
Dallas, Texas 75206
1-800-704-6072
NOTICE OF ANNUAL MEETING
TO BE HELD MAY 24, 2011
NOTICE IS HEREBY GIVEN that the Annual Meeting of shareholders of
Small Cap Value Fund, Inc. will be
held at 8150 N. Central Expressway, Suite M1120, Dallas, Texas
75206 on May 24, 2011 at 12:30 PM for the
following purposes:
1) To elect four (4) directors to serve until the next Annual
Meeting of Shareholders or until their successors are
elected and qualified.
2) To ratify selection of PMB Helin Donovan LLP, Certified
Public Accountants, as independent public
accountants to audit and certify financial statements of the Fund
for the fiscal year ending December 31, 2010.
3) To transact such other business as may properly come before
the meeting or any general adjournment thereof.
The Board of Directors has fixed the close of business May 6, 2011
as the record date for determination of the
shareholders entitled to notice of and to vote at the meeting.
PLEASE COMPLETE, SIGN & RETURN THE ENCLOSED PROXY
PROMPT RETURN OF YOUR PROXY WILL BE APPRECIATED
Dear Shareholders:
The U.S. Securities and Exchange Commission has adopted a
regulation regarding the ?Privacy of Consumer
Financial Information? known as Regulation S-P. This
regulation states that financial institutions such as the
Fund
must provide the shareholder with this notice of the Fund?s
privacy policies and practices on an annual basis. The
following items detail the Fund?s policies and practices:
A. Information We Collect - Information we receive from
you on application or forms include; your
name, address, social security number or tax ID number,
W9 status, phone number and citizenship
status. Information about your transactions with us include;
your account number, account balances
and transaction histories.
B. Disclosure Statement - We only disclose personal
information about any current or former shareholder
of the Fund as required by law. We handle regular transactions
internally so the number of employees
that see your information is limited.
Please call us at 800-704-6072 if you have any questions about
our Regulation S-P policies.
Thank You,
Steven Adams
Portfolio Manager
Small Cap Value Fund, Inc.
Laura S. Adams
President
Small Cap Value Fund, Inc.
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
May 24, 2011
SMALL CAP VALUE FUND, INC.
8150 N. Central Expressway Suite M1120
Dallas, Texas 75206
1-800-704-6072
Enclosed herewith is a notice of Annual Meeting of Shareholders
of Small Cap Value Fund, Inc. (the "Fund") and a
Proxy form solicited by the Board of Directors of the Fund.
This Proxy, first mailed to shareholders on May 9,
2011, may be revoked at any time before it is exercised either
by mailing a written notice to the Fund, submitting a
Proxy dated later than the original Proxy, or by voting in person
at the Annual Meeting , which would override all
your previously filed proxies. Any shareholder attending the
Annual Meeting may vote at the Meeting whether or
not he or she has previously filed the Proxy.
There is only one class of capital stock of the Fund and all shares
having equal voting rights. On May 6, 2011, the
date of record, there were 824,797 shares outstanding, all in
accounts at Fidelity Investments. In all matters each
share has one vote per share and fractional shares will have an
equivalent fractional vote.
A quorum must exist to hold the Annual Meeting. A quorum exists
if the majority of issued and outstanding shares
entitled to vote are represented at the meeting in person or by
proxy. Abstentions and broker accounts that do not
vote are considered as being present with negative votes. A
majority of votes, when a quorum is present, will pass
any of the proposals presented.
ELECTION OF DIRECTORS
There are four (4) nominees listed below who consent to serve as
Directors, if so elected, until the next Annual
Meeting of Shareholders. The names, ages and principal occupations
for the past five years of the Directors along
with their shareholdings of Stock Dividend Fund, Inc. as of the
record date, May 6, 2011 are as follows:
Interested Directors and Officers:
Laura S. Adams is 49 years old and lives in Dallas, Texas. She is
President, Treasurer and Secretary of the Fund
and also a Member of Adams Asset Advisors, LLC, the Investment
Advisor to the Fund. She has been a Director of
the Fund since inception, June 6, 2005, a Member of the Advisor
since March 2002, and was a private investor prior
to that date. Mrs. Adams is also a Director of another SEC registered
fund company, Stock Dividend Fund, Inc.
Independent Directors:
Vicky L. Hubbard is 53 years old and lives in Plano, Texas. She is
currently a private investor, after retiring in 2000
from a career in the computer business. She has been a Director
since April 6, 2004. Mrs. Hubbard is also a
Director of another SEC registered fund company, Stock Dividend
Fund, Inc.
Yolawnde F. Malone is 47 years old and lives in DeSoto, Texas. She
is currently a CPA with Family Legacy Trust.
Proir to that she was a tax manager at Cain Waters and at Tolleson
Wealth Management and prior to that she was
self-employed as an international tax consultant. She has been a
Director since April 6, 2004. Mrs. Malone is also
a Director of another SEC registered fund company, Stock Dividend
Fund, Inc.
Melissa D. Gordon, M.D. is 47 years old and lives in Dallas, Texas.
She is currently a Pathologist and Partner at
North Dallas Pathology. She has been a Director since June 16,
2004. Mrs. Gordon is also a Director of another
SEC registered fund company, Stock Dividend Fund, Inc.
Dollar Range of Equity Fund Shares Percentage
Ownership of Fund as of Owned as of Ownership
Name 5/6/11 5/6/11 as of 5/6/11
----- ----------------- ----------- ----------------
Laura S. Adams* Over $1,000,000 75,645.158** 9.17%
Vicki L. Hubbard Less than $10,000 0.000 0.00%
Yolawnde F. Malone Less than $10,000 0.000 0.00%
Melissa D. Gordon, M.D. Less than $10,000 0.000 0.00%
*Director of the Fund who would be considered an ?interested person?,
as defined by the Investment Company Act
of 1940. Laura S. Adams is an ?interested person? because she is
affiliated with the Investment Advisor.
**Shares owned jointly by Mrs. Adams and her husband, Steven Adams.
Includes Mrs. Adams IRA account and
children custodial accounts.
BOARD MEETINGS & DIRECTOR?S DUTIES
Meetings: There were a total of five unanimous consents/meetings
of the Board of Directors since last annual
meeting, including three unanimous consents/meetings of the
Independent Directors.
Director Duties: The Board of Directors select the officers to run
the Fund, propose all changes in operating
procedures where approval of a majority of the Independent directors
is required, evaluate and recommend the
Fund?s auditor on a yearly basis and monitor Fund activities to insure
to the best of their collective abilities that the
Fund Officers are meeting Fund commitments to their shareholders, the
Securities and Exchange Commission, the
Internal Revenue Service and Blue Sky arrangements with the various
states where the Fund offers its shares.
REMUNERATION OF DIRECTORS & OFFICERS
At this time, Directors and Officers are not remunerated for their
expenses incurred attending Board meetings.
BROKERAGE
The Fund requires all brokers to effect transactions in portfolio
securities in such a manner as to get prompt
execution of orders at the most favorable price. Currently, all
transactions are placed through Charles Schwab
electronically at discount commission rates. The Board of Directors
evaluates and reviews annually the
reasonableness of brokerage commissions paid. In 2010 the Fund paid
commissions totaling $591.
LITIGATION
As of the date of this Proxy, there was no pending or threatened
litigation involving the Fund in any capacity
whatsoever.
RATIFICATION OR REJECTION OF SELECTION OF AUDITORS
The Board of Directors recommends, subject to shareholder approval,
PMB Helin Donovan LLP, Certified Public
Accountants to audit and certify financial statements of the Fund
for the year 2010. In connection with the audit
function, PMB Helin Donovan LLP will review the Fund?s Annual Report
to Shareholders and filings with the
Securities and Exchange Commission.
The Board of Directors has adopted procedures to pre-approve the types
of professional services for which the Fund
may retain such auditors. As part of the approval process, the Board
of Directors considers whether the performance
of each professional service is likely to affect the independence of
PMB Helin Donovan LLP. Neither PMB Helin
Donovan LLP nor any of its partners have any direct or material indirect
financial interest in the Fund and will only
provide auditing and potential tax preparation services to the Fund if
selected.
All audit fees and expenses are paid directly by the Advisor, regardless
of amount, pursuant to the Advisory
agreement between the Fund and the Advisor.
A representative of PMB Helin Donovan LLP will not be present at the
meeting unless requested by a shareholder
(either in writing or by telephone) in advance of the meeting. Such
requests should be directed to the President of
the Fund.
SHAREHOLDER PROPOSALS
The Fund tentatively expects to hold its next annual meeting in May
2012. Shareholder proposals may be presented
at that meeting provided they are received by the Fund not later than
January 4, 2012 in accordance with Rule 14a-8
under the Securities & Exchange Act of 1934 that sets forth certain
requirements.
OTHER MATTERS
The Board of Directors knows of no matters to be presented at the
meeting other than those mentioned above.
Should other business come before the meeting, proxies will be voted
in accordance with the view of the Board of
Directors.
PROXY- SOLICITED BY THE BOARD OF DIRECTORS
SMALL CAP VALUE FUND, INC.
ANNUAL MEETING OF
SHAREHOLDERS MAY 24, 2011
The annual meeting of SMALL CAP VALUE FUND, INC. will be held
MAY 24, 2011 at 8150 N. Central
Expressway Suite M1120, Dallas, Texas 75206 at 12:30 P.M. The
undersigned hereby appoints Laura S. Adams as
proxy to represent and to vote all shares of the undersigned at
the annual meeting of shareholders and all
adjournments thereof, with all powers the undersigned would
possess if personally present, upon the matters
specified below.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED: IF
NO DIRECTION IS
INDICATED AS TO A PROPOSAL, THE PROXY SHALL VOTE FOR SUCH
PROPOSAL. THE PROXY
MAY VOTE AT THEIR DISCRETION ON ANY OTHER MATTER WHICH MAY
PROPERLY COME
BEFORE THE MEETING.
The Board of Directors recommends that you vote FOR on all items.
1. Election of Directors
FOR all nominees except as marked to the contrary below.
WITHHOLD AUTHORITY to vote for all nominees.
To withhold authority to vote for nominees, strike a line through
their name(s) in the following list:
Laura S. Adams Vicky L. Hubbard Yolawnde F. Malone
Melissa D. Gordon, M.D.
2. Proposal to ratify the selection of PMB Helin Donovan LLP
by the Board of Directors as independent public
accountants to audit and certify financial statements of the Fund
for the fiscal year ending December 31, 2011.
FOR AGAINST ABSTAIN
Please mark, date, sign, & return the proxy promptly.
Dated ___________________, 2011
_________________________ Shareholder/Authorized Individual Signature
Shareholder:
Shares Owned as of 5/06/11: