May 12, 2017
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 JUNE 8, 2017
NOTICE IS HEREBY GIVEN that the Annual Meeting of shareholders
of Small Cap Value Fund, Inc. will be
held at 8150 N. Central Expwy #M1120, Dallas, Texas 75206 on June
8, 2017 at 4:00 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, 2017.
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 11, 2017
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/CCO
Small Cap Value Fund, Inc.
Laura S. Adams
President
Small Cap Value Fund, Inc.
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
June 8, 2017
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 12,
2017, 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 11, 2017, the
date of record, there were 481,792 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 11, 2017 are as follows:
Interested Directors and Officers:
Laura S. Adams is 55 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 59 years old and lives in Plano, Texas. She is
currently a private investor and school
administrator, 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 53 years old and lives in Dallas, Texas.
She is currently a Tax manager with Montgomery
Coscia Greilich LLP. Prior to that she was a CPA with Family Legacy
Trust. Proir to that she was a tax manager at
Cain Waters and at Tolleson Wealth Management. 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 53 years old and lives in Dallas, Texas.
She is Vice Chair, Department of Pathology at
Texas Health Huguley Fort Worth South Hospital, and prior was
a staff pathologist at Presbyterian hospital of
Dallas and was also a Partner at North Dallas Pathology. She
has been a Director since June 16, 2004 and 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 5/11/17 5/11/17 as of 5/11/17
--------------------- ----------------- ---------------
Laura S. Adams* Over $1,000,000 78,531.901** 16.30%**
Vicki L. Hubbard Less than $10,000 0.000 0.00%
Yolawnde F. Malone Less than $10,000 203.011 0.04%
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 directly or indirectly by Mrs. Adams and her husband,
Steven Adams and their family and related
entities. 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 2016 the
Fund paid commissions totaling $627.
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 shareholde
r approval, PMB Helin Donovan LLP, Certified Public
Accountants to audit and certify financial statements of the
Fund for the year 2017. 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
June 2018. Shareholder proposals may be presented
at that meeting provided they are received by the Fund not late
r than January 4, 2018 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 JUNE 8, 2017
The annual meeting of SMALL CAP VALUE FUND, INC.
will be held JUNE 8, 2017 at 8150 N. Central Expwy.
#M1120, Dallas, Texas 75206 at 4:00 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, 2017.
FOR AGAINST ABSTAIN
Please mark, date, sign, & return the proxy promptly.
Dated ___________________, 2017
_______________________________________________________
Shareholder/Authorized Individual Signature
Shareholder:
Shares Owned as of 5/11/17: