The predictions from a Galactic Structure and Kinematic model code are compared to the color counts and absolute proper-motions derived from the Southern Proper-Motion survey covering more than 700 \deg ^ { 2 } toward the South Galactic Pole in the range 9 < B _ { J } \leq 19 . The theoretical assumptions and associated computational procedures , the geometry for the kinematic model , and the adopted parameters are presented in detail and compared to other Galactic Kinematic models of its kind . The data to which the model is compared consists of more than 30,000 randomly selected stars , and it is best fit by models with a solar peculiar motion of +5 km s ^ { -1 } in the V-component ( pointing in the direction of Galactic rotation ) , a large LSR speed of 270 km s ^ { -1 } , and a ( disk ) velocity ellipsoid that always points towards the Galactic center . The absolute proper-motions in the U-component indicate a solar peculiar motion of 11.0 \pm 1.5 km s ^ { -1 } , with no need for a local expansion or contraction term . The fainter absolute motions show an indication that the thick-disk must exhibit a rather steep velocity gradient of about -36 km s ^ { -1 } kpc ^ { -1 } with respect to the LSR . We are not able to set constraints on the overall rotation for the halo , nor on the thick-disk or halo velocity dispersions . Some substructure in the U & V proper-motions could be present in the brighter bins 10 < B _ { J } < 13 , and it might be indicative of ( disk ) moving groups .