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, 2013
Item 1. Report to Shareholders.
SMALL CAP VALUE FUND, INC.
SEMI-ANNUAL REPORT
JUNE 30, 2013
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, 2013, the Net Asset Value of the Fund was $32.04, up
from $26.54 at the beginning of the year. This resulted in a gain of
20.72% for the first half of the year versus a gain of 16.23% for the
S&P 600 Small Cap Index and 15.85% for the Russell 2000 Small Cap
Index.
Our top holdings and industry group exposures, as of June 30, 2013, are
listed below.
The turnover rate of the Fund continues to be significantly higher than
we would normally expect due to opportunistic portfolio rebalancing.
This is not disadvantageous to shareholders from a tax standpoint as
the Fund has significant tax loss carryforwards and the commission
costs for trading are negligible.
We continue to see exceptional investment opportunities and valuations
in the small cap area and thus feel that the portfolio will continue to
be rewarding for long term investors.
Sincerely,
Steven Adams
Portfolio Manager
SMALL CAP VALUE FUND, INC.
Top Ten Holdings and Asset Allocation
June 30, 2013
Top Ten Holdings*
(% of Net Assets)
Stone Energy Corp 9.32%
Patterson UTI Energy 6.79%
Swift Energy Corp 6.53%
Knightsbridge Tankers 5.35%
Walter Energy 5.33%
WellCare Health Plans 5.19%
Coeur Mining 5.12%
Cirrus Logic 5.04%
PDL BioPharma 4.98%
Skullcandy 4.94%
------
58.59%
Asset Allocation
(% of Net Assets)
Crude Petroleum and Natural Gas 20.12%
Oil Drilling and Gas Wells 6.79%
Water Transportation 5.35%
Bituminous Coal and Lignite Mining 5.33%
Hospital and Medical Service Plans 5.19%
Gold and Silver Ores 5.12%
Semi Conductors and Related Devices 5.04%
Biological Products, Except Diagnostic Substances 4.98%
Household Audio and Video Equipment 4.94%
Air Transportation, Scheduled 4.86%
Miscellaneous Retail 4.77%
Railroad Equipment 4.65%
Printed Circuit Boards 4.47%
Papermills 4.21%
Management Consulting Svcs 4.16%
Telephone Communications 3.99%
Search, Detection, Navigation, Aeronautical & Nautical 3.77%
Other Assets less liabilities, net 2.26%
-------
100.00%
*Portfolio holdings are subject to change and are not recommendations
of individual stocks
SMALL CAP VALUE FUND, INC.
EXPENSES
JUNE 30, 2013
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, 2013.
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, 2012
December 31, 2012 June 30, 2013 to June 30, 2013
----------------- ------------- -----------------
Actual $ 1,000 $ 1,207 $ 5.20
Hypothetical** $ 1,000 $ 1,025 $ 4.80
*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, 2013
ASSETS
Investment securities, at
value(cost $13,433,438) $ 13,098,525
Cash 309,661
Accrued interest 1
Dividends receivable 5,954
-----------
Total assets 13,414,142
-----------
LABILITIES
Advisory fees payable 10,773
-----------
Total liabilities 10,773
-----------
NET ASSETS ?
(Equivalent to $32.04 per
share based on 418,293 shares
of common stock issued and outstanding;
100,000,000 shares authorized,
$0.001 par value $ 13,403,369
============
NET ASSETS CONSIST OF:
Common stock $ 418
Paid-in capital 16,686,803
Net unrealized depreciation
of investments (334,913)
Accumulative operating loss (8,894)
Undistributed net investment income 24,373
Undistributed net realized gain on
Investments(inc loss carryovers) (2,964,418)
------------
Net assets $ 13,403,369
============
See accompanying notes to these financial statements.
SMALL CAP VALUE FUND, INC.
SCHEDULE OF INVESTMENTS (Unaudited)
JUNE 30, 2013
DESCRIPTION SHARES FAIR VALUE
----------- ------ ------------
COMMON STOCKS ? 97.74
Biological Products, Except Diagnostic
Substances-4.98%
PDL BioPharma 86,450 667,394
Oil Drilling and Gas Wells-6.79%
Patterson UTI Energy 47,020 910,072
Water Transportation-5.35%
Knightsbridge Tankers 97,375 716,680
Railroad Equipment-4.65%
Freightcar America 36,670 623,023
Papermills-4.21%
Resolute Forest Products (a) 42,830 564,071
Crude Petroleum and Natural Gas-20.12%
Swift Energy (a) 72,945 874,611
Stone Energy (a) 56,700 1,249,101
Vaalco Energy (a) 100,000 572,000
--------
2,695,712
Semi Conductors and Related Devices-5.04%
Cirrus Logic (a) 38,900 675,304
Air Transportation, Scheduled-4.86%
Hawaiian Airlines (a) 106,600 651,326
Printed Circuit Boards-4.47%
Multi-Fineline Electronix (a) 40,482 599,538
Telephone Communications-3.99%
Telephone & Data Systems 21,720 535,398
Search, Detection, Navigation, Guidance, Aeronautical,
and Nautical Systems-3.77%
Telenav (a) 96,500 504,695
- Continued ?
SMALL CAP VALUE FUND, INC.
SCHEDULE OF INVESTMENTS, continued
JUNE 30, 2013
DESCRIPTION SHARES FAIR VALUE
----------- ------ -----------
Hospital and Medical Service Plans-5.19%
WellCare Health Plans (a) 12,520 695,486
Bituminous Coal And Lignite Mining-5.33%
Walter Energy 68,724 714,730
Gold and Silver Ores-5.12%
Coeur Mining (a) 51,588 686,121
Household Audio & Video Equipment-4.94%
Skullcandy (a) 121,197 661,736
Miscellaneous Retail-4.77%
Zagg Inc (a) 119,607 639,897
Management Consulting Svcs-4.16%
Brink?s 21,848 557,342
--------
Total common stocks (cost $13,433,438) 13,098,525
- Continued -
SMALL CAP VALUE FUND, INC.
SCHEDULE OF INVESTMENTS (Unaudited), continued
JUNE 30, 2013
SHARES FAIR VALUE
SHORT-TERM INVESTMENTS ? 2.31% ------ ---------
Schwab Money Market Fund-current interest
at 0.01%
309,661 $ 309,661
--------
Total short-term investments (cost $ 309,661) 309,661
--------
Total investment securities ? 100.04% (cost $13,743,099) 13,408,186
Other assets less liabilities ? (0.04% (4,818)
--------
Net assets ? 100.00% $ 13,403,369
============
(a) Presently non-income producing
See accompanying notes to these financial statements.
SMALL CAP VALUE FUND, INC.
STATEMENT OF OPERATIONS (Unaudited)
For the Period December 31, 2012 through June 30, 2013
INVESTMENT INCOME:
Dividends $ 85,093
Interest 50
------------
Total investment income 85,143
EXPENSES ?
Advisory fees 60,770
------
Net investment income 24,373
------------
GAINS ON INVESTMENTS ?
Net realized gain(loss) on investments 3,327,034
Net change in unrealized depreciation of securities (1,040,925)
------------
Net realized gain and
Unrealized loss on investments 2,286,109
------------
Net increase in net assets resulting from operations $ 2,310,482
============
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, 2013 Dec. 31, 2012
INCREASE IN NET ASSETS FROM OPERATIONS:
Net investment income $ 24,373 $ 55,275
Net realized gain(loss) on investments 3,327,034 1,971,886
Net change in unrealized appreciation
(depreciation)of securities (1,040,925) 27,249
----------- -----------
Net increase in net assets
resulting from operations 2,310,482 2,054,410
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income 0 (55,275)
Net realized gains 0 0
----------- ------------
Total Distributions 0 (55,275)
CAPITAL SHARE TRANSACTIONS ( 54,017) (565,065)
----------- ------------
TOTAL INCREASE(DECREASE) IN NET ASSETS 2,256,465 1,434,070
NET ASSETS, beginning of period 11,146,904 9,712,834
----------- ------------
NET ASSETS, end of period $ 13,403,369 $ 11,146,904
=========== ============
See accompanying notes to these financial statements.
SMALL CAP VALUE FUND, INC.
FINANCIAL HIGHLIGHTS (Unaudited)
PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH
PERIOD ENDING:
PERIOD YEAR YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
6/30/13 2012 2011 2010 2009 2008
----- ------ ------ ------ ------ -------
Net asset value,
beginning of period $26.54 $21.87 $22.29 $16.53 $11.62 $19.90
------ ------ ------ ------ ------ -------
Income from investment
operations:
Net investment income 0.05 0.13 0.20 (0.01) 0.02 0.32
Net realized and
unrealized gains
(losses)on investments 5.45 4.67 (0.42) 5.77 4.91 (8.28)
----- ----- ----- ----- ------ ------
Total income(loss)from
investment operations 5.50 4.80 (0.22) 5.76 4.93 (7.96)
----- ------ ------ ----- ------ ------
Less distributions from:
Net investment income 0.00 (0.13) (0.20) 0.00 (0.02) (0.32)
Net realized gains 0.00 0.00 0.00 0.00 (0.00) (0.00)
---- ------ ------ ------ ------ ------
Total distributions 0.00 (0.13) (0.20) 0.00 (0.02) (0.32)
----- ----- ----- ----- ------ ------
Net asset value,
end of period $32.04 $26.54 $21.87 $22.29 $16.53 $11.62
------- ------- ------ ------ ------ ------
Total Return 20.72% 21.96% (0.99)% 34.85% 42.43% (41.49)%
Net assets, end of
period(in 1000's) $13,403 $11,147 $9.713 $18,388 $17,380 $16,225
Ratio of expenses to
average net
asset(a) 0.95% 0.95% 0.96% 0.97% 0.94% 0.94%
Ratio of net investment
income to average net
assets 0.38% 0.55% 0.61% (0.05)% 0.16% 0.20%
Portfolio turnover
rate (annualized) 202.90% 90.31% 69.29% 80.53% 29.12% 23.30%
(a) The Fund?s actual expenses are calculated daily at 0.95% of net
asset value (NAV).
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 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 U.S.
generally accepted accounting principles 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.
Dividends are paid upon Board approval by the end of each calendar
year.
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, 2011, 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.
Subsequent events
Subsequent events were evaluated through July 9, 2013, the date in
which these financials were available to be issued.
SMALL CAP VALUE FUND, INC.
NOTES TO FINANCIAL STATEMENTS
3. FAIR VALUE OF INVESTMENTS
In accordance with U.S. generally accepted accounting principles
(?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 - observable inputs, other than quoted prices (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,
2013:
Investments Other
in Financial
Level Securities Instruments *
----- ---------- ------------
Level 1:
Common Stock $13,098,525 $ 0
Short term investments 309,661 0
----------- ------------
Total Level 1: 13,408,186 0
Level 2 0 0
Level 3 0 0
----------- ------------
Total $13,408,186 $ 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 June 30, 2013, the Fund
did not own any other financial instruments.
SMALL CAP VALUE FUND, INC.
NOTES TO FINANCIAL STATEMENTS
4. CAPITAL SHARE TRANSACTIONS
Capital share transactions in the Fund?s $0.001 par value common
stock were as follows:
Period Ended Year Ended
June 30, 2012 December 31, 20112
------------------- ---------------------
Shares Amount Shares Amount
Shares sold 0 $ 0 26,108 $ 671,554
Shares issued in
reinvestment of
dividends 0 0 2,107 55,275
------ -------- --------- ----------
28,215 726,829
Shares redeemed (1,661) (54,017) (52,374) (1,291,895)
------ -------- --------- ----------
Net (decrease) (1,661) (54,107) (24,159) (565,066)
Beginning of year 419,953 16,741,238 444,112 $17,306,304
------ -------- ------- ----------
End of year 418,292 16,687,131 419,953 $16,741,238
========= ========== ========= ==========
5. INVESTMENT TRANSACTIONS
The aggregate cost of purchases and proceeds from sales of
investment securities, excluding short-term investments, aggregated
$13,065,800 and $12,757,613, respectively, for the Period ended
June 30, 2013. The aggregate cost of investment securities,
excluding short term investments, for federal income tax purposes
was $13,433,438 as of June 30, 2013. 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 June 30, 2013.
As of June 30, 2013 and December 31, 2012, the aggregate unrealized
appreciation and depreciation of investment securities was as
follows:
Description June 30, 2013 December 31, 2012
----------- ---------- ---------
Unrealized appreciation $ 532,855 $ 1,642,466
Unrealized depreciation (867,768) (936,453)
------------ -----------
Net unrealized appreciation
(depreciation) $ 334,913 $ 706,012
============ ============
SMALL CAP VALUE FUND, INC.
NOTES TO FINANCIAL STATEMENTS
6. DISTRIBUTION TO SHAREHOLDERS
No distributions have been paid for 2013 as of June 30, 2013.
7. 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 the first six months of 2013, ending June 30,
2013, as computed pursuant to the investment advisory agreement,
totaled $60,770, of which $10,773 was payable on June 30, 2013.
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.
8. ACCOUNTING FOR UNCERTAIN TAX POSITIONS
As of December 31, 2012, open Federal tax years, subject to
examination, include the tax years ended December 31, 2009 through
December 31, 2011. The Fund has no examination in progress.
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 January 15, 2013, 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, 2013
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 Private Investor, Stock Dividend
Age 55 Technology Mngr prior Fund, Inc.
Yolawnde F. Malone Director 1 Yr Senior Tax Mngr, Stock Dividend
Age 49 Montgomery Coscia Fund, Inc.
Greilich LLP, CPA
Family Legacy Trust
prior
Melissa D. Gordon, Director 1 Yr Pathologist, former Stock Dividend
M.D. Partner at North Fund, Inc.
Age 50 Dallas Pathology
INTERESTED DIRECTORS
Laura S. Adams Director, 1 Yr President, Adams Stock Dividend
Age 52 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 7/9/13
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
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Laura S. Adams
President
Principal Executive Officer and Principal Financial Officer
Date 7/9/13