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 811-05150

Cornerstone Strategic Value Fund, Inc.
(Exact name of registrant as specified in charter)

48 Wall Street, New York, NY
10005
(Address of principal executive offices)
(Zip code)

Frank J. Maresca

AST Fund Solutions, LLC, 48 Wall Street, New York, NY 10005
(Name and address of agent for service)

Registrant's telephone number, including area code: (866) 668-6558

Date of fiscal year end:
December 31, 2015

Date of reporting period:
June 30, 2015


ITEM 1.
REPORTS TO STOCKHOLDERS.
 
 


 

Cornerstone Strategic
Value Fund, Inc.

 

 

Semi-Annual Report
June 30, 2015
(unaudited)

 



 


CONTENTS

 

Portfolio Summary

1

   

Schedule of Investments

2

   

Statement of Assets and Liabilities

9

   

Statement of Operations

10

   

Statement of Changes in Net Assets

11

   

Financial Highlights

12

   

Notes to Financial Statements

13

   

Results of Special Meeting of Stockholders

18

   

Investment Management Agreement Approval Disclosure

19

   

Description of Dividend Reinvestment Plan

21

   

Proxy Voting and Portfolio Holdings Information

23

   

Privacy Policy Notice

24

   

Summary of General Information

27

   

Stockholder Information

27

 


Cornerstone Strategic Value Fund, Inc.
Portfolio Summary – as of June 30, 2015 (unaudited)

 

SECTOR ALLOCATION

 

Sector

Percent of
Net Assets

Closed-End Funds

59.5

Information Technology

6.8

Financials

5.7

Health Care

5.4

Consumer Discretionary

4.4

Exchange-Traded Funds

3.8

Industrials

3.8

Consumer Staples

3.0

Energy

2.7

Materials

1.2

Telecommunication Services

1.1

Utilities

0.6

Other

2.0

 

TOP TEN HOLDINGS, BY ISSUER

 

 

Holding

Sector

Percent of
Net Assets

1.

Morgan Stanley China A Share Fund, Inc.

Closed-End Funds

3.8%

2.

BlackRock Resources & Commodities Strategy Trust

Closed-End Funds

3.5%

3.

Cohen & Steers Preferred Securities and Income Fund, Inc.

Closed-End Funds

3.2%

4.

Apple Inc.

Information Technology

3.2%

5.

Alpine Global Total Dynamic Dividend Fund

Closed-End Funds

2.6%

6.

CBRE Clarion Global Real Estate Income Fund

Closed-End Funds

2.5%

7.

AllianzGI NFJ Dividend, Interest & Premium Strategy Fund

Closed-End Funds

2.4%

8.

Cohen & Steers Quality Income Realty Fund, Inc.

Closed-End Funds

2.2%

9.

Alpine Global Premier Properties Fund

Closed-End Funds

1.9%

10.

BlackRock Global Opportunities Equity Trust

Closed-End Funds

1.9%

 

 

1

Cornerstone Strategic Value Fund, Inc.
Schedule of Investments – June 30, 2015 (unaudited)

 

Description

 

No. of
Shares

   

Value

 

EQUITY SECURITIES — 97.97%

 

CLOSED-END FUNDS — 59.53%

 

CORE — 6.12%

       

Adams Express Company (The)

   

272,029

   

$

3,800,245

 

Advent/Claymore Enhanced Growth & Income Fund

   

129,405

     

1,173,703

 

Gabelli Equity Trust Inc. (The)

   

700,701

     

4,386,388

 

General American Investors Company, Inc.

   

79,821

     

2,780,165

 

Guggenheim Enhanced Equity Strategy Fund

   

57,302

     

969,550

 

Liberty All-Star Equity Fund

   

1,008,890

     

5,801,118

 

Royce Micro-Cap Trust, Inc.

   

110,552

     

1,019,289

 

Royce Value Trust, Inc.

   

16,804

     

231,727

 

Sprott Focus Trust, Inc.

   

76,500

     

541,620

 

Tri-Continental Corporation

   

132,379

     

2,805,111

 
             

23,508,916

 

CORPORATE DEBT INVESTMENT GRADE-RATED — 0.00%

 

Cutwater Select Income Fund

   

1

     

25

 
                 

DEVELOPED MARKET — 1.59%

 

Aberdeen Australia Equity Fund, Inc.

   

401,670

     

2,582,738

 

Aberdeen Israel Fund, Inc.

   

974

     

18,048

 

Aberdeen Singapore Fund, Inc.

   

41,986

     

464,365

 

New Ireland Fund, Inc. (The)

   

25,720

     

353,650

 

Swiss Helvetia Fund, Inc. (The)

   

230,921

     

2,701,776

 
             

6,120,577

 
 

Description

 

No. of
Shares

    Value  

EMERGING MARKETS — 6.64%

 

Aberdeen Chile Fund, Inc.

   

149,715

   

$

1,065,971

 

First Trust/Aberdeen Emerging Opportunity Fund

   

8,103

     

128,757

 

JPMorgan China Region Fund, Inc.

   

19,417

     

363,680

 

Morgan Stanley China A Share Fund, Inc.

   

431,500

     

14,636,480

 

Morgan Stanley India Investment Fund, Inc. *

   

64,166

     

1,761,998

 

Templeton Dragon Fund, Inc.

   

110,887

     

2,749,998

 

Templeton Emerging Markets Fund

   

24,066

     

350,401

 

Turkish Investment Fund, Inc. (The)

   

65,092

     

645,062

 

Voya Emerging Markets High Dividend Equity Fund

   

386,276

     

3,804,819

 
             

25,507,166

 

EMERGING MARKETS DEBT — 0.76%

 

Aberdeen Indonesia Fund, Inc.

   

2,700

     

18,981

 

Global High Income Fund Inc.

   

202,487

     

1,719,115

 

Western Assets Emerging Markets Income Fund, Inc.

   

111,805

     

1,199,668

 
             

2,937,764

 

ENERGY MLP — 5.27%

 

ClearBridge Energy MLP Fund Inc.

   

235,726

     

5,482,987

 

ClearBridge Energy MLP Opportunity Fund Inc.

   

285,004

     

5,335,275

 

ClearBridge Energy MLP Total Return Fund Inc.

   

386,985

     

7,074,086

 

Nuveen Energy MLP Total Return Fund

   

143,303

     

2,360,200

 
             

20,252,548

 

 

See accompanying notes to financial statements.

2

Cornerstone Strategic Value Fund, Inc.
Schedule of Investments – June 30, 2015 (unaudited) (continued)

 

Description

 

No. of
Shares

   

Value

 

GENERAL & INSURED LEVERAGED — 0.39%

 

Invesco Value Municipal Income Trust

   

1

   

$

12

 

Managed Duration Investment Grade Municipal Fund

   

482

     

6,387

 

MFS Investment Grade Municipal Trust

   

23,662

     

220,057

 

Nuveen Dividend Advantage Municipal Fund 3

   

68,415

     

914,024

 

Nuveen Dividend Advantage Municipal Income Fund

   

5,155

     

69,902

 

Nuveen Quality Municipal Fund, Inc.

   

5,671

     

71,568

 

Nuveen Select Quality Municipal Fund, Inc.

   

15,440

     

204,117

 
             

1,486,067

 

GENERAL BOND — 0.63%

 

Deutsche Multi-Market Income Trust

   

218,298

     

1,770,397

 

Deutsche Strategic Income Trust

   

58,024

     

644,647

 
             

2,415,044

 

GLOBAL — 6.37%

 

Alpine Global Dynamic Dividend Fund

   

229,145

     

2,268,536

 

Alpine Global Total Dynamic Dividend Fund

   

1,151,593

     

9,949,764

 

Clough Global Allocation Fund

   

33,179

     

489,058

 

Delaware Enhanced Global Dividend and Income Fund

   

322,106

     

3,481,966

 

GDL Fund (The)

   

246,684

     

2,513,710

 

Gabelli Multimedia Fust Inc. (The)

   

25,584

     

234,861

 

John Hancock Hedged Equity & Income Fund

   

49,917

     

796,675

 
 

Description

 

No. of
Shares

   

Value

 

GLOBAL (continued)

 

Lazard Global Total Return and Income Fund, Inc.

   

3,694

   

$

56,814

 

Lazard World Dividend & Income Fund, Inc.

   

35,465

     

413,522

 

Nuveen Global Value Opportunities Fund

   

172,862

     

2,159,046

 

Voya Infrastructure, Industrials and Materials Fund

   

95,471

     

1,395,786

 

Wells Fargo Advantage Global Dividend Opportunity Fund

   

99,777

     

690,457

 
             

24,450,195

 

GROWTH — 0.27%

 

Liberty All-Star Growth Fund, Inc.

   

203,291

     

1,046,949

 
                 

HIGH CURRENT YIELD (LEVERAGED) — 1.93%

 

AllianceBernstein Global High Income Fund, Inc.

   

112,427

     

1,351,372

 

BlackRock Corporate High Yield Fund VI, Inc.

   

280,109

     

3,022,376

 

BlackRock Debt Strategies Fund, Inc.

   

246,434

     

892,091

 

Deutsche High Income Opportunities Fund, Inc.

   

87,665

     

1,279,909

 

First Trust Strategic High Income Fund II

   

1,151

     

15,228

 

Franklin Universal Trust

   

20,622

     

133,012

 

Invesco High Income Trust II

   

10,684

     

153,102

 

MFS Intermediate High Income Fund

   

11,819

     

31,438

 

Neuberger Berman High Yield Strategies Fund Inc.

   

46,181

     

544,012

 
             

7,422,540

 

 

See accompanying notes to financial statements. 

3

Cornerstone Strategic Value Fund, Inc.
Schedule of Investments – June 30, 2015 (unaudited) (continued)

 

Description

 

No. of
Shares

   

Value

 

HIGH YIELD — 0.09%

 

Credit Suisse Asset Management Income Fund, Inc.

   

32,850

   

$

105,120

 

Western Asset Managed High Income Fund Inc.

   

49,725

     

245,641

 
             

350,761

 

HIGH YIELD MUNICIPAL DEBT — 0.06%

 

MFS High Income Municipal Trust

   

48,354

     

222,912

 
                 

INCOME & PREFERRED STOCK — 0.20%

 

LMP Capital and Income Fund Inc.

   

41,574

     

626,936

 

Zweig Total Return Fund, Inc. (The)

   

11,642

     

150,647

 
             

777,583

 

LOAN PARTICIPATION — 0.78%

 

Nuveen Credit Strategies Income Fund

   

345,997

     

2,979,034

 
                 

NATURAL RESOURCES — 3.79%

 

BlackRock Resources & Commodities Strategy Trust

   

1,457,670

     

13,293,950

 

First Trust Energy Infrastructure Fund

   

61,159

     

1,259,875

 
             

14,553,825

 

OPTION ARBITRAGE/OPTIONS STRATEGIES — 7.04%

 

AllianzGI NFJ Dividend, Interest & Premium Strategy Fund

   

606,181

     

9,165,457

 

BlackRock Global Opportunities Equity Trust

   

536,753

     

7,380,354

 

Eaton Vance Risk-Managed Diversified Equity Income Fund

   

308,340

     

3,333,155

 

Madison Covered Call & Equity Strategy Fund

   

4,489

     

35,822

 
 

Description

 

No. of
Shares

   

Value

 

OPTION ARBITRAGE/OPTIONS STRATEGIES (continued)

 

Madison Strategic Sector Premium Fund

   

23,861

   

$

279,412

 

Nuveen Nasdaq 100 Dynamic Overwrite Fund

   

248,959

     

4,593,294

 

Voya Global Equity Dividend and Premium Opportunity Fund

   

258,538

     

2,112,255

 

Voya International High Dividend Equity Income Fund

   

18,070

     

148,174

 
             

27,047,923

 

PACIFIC EX JAPAN — 0.63%

 

Aberdeen Greater China Fund, Inc.

   

53,382

     

540,760

 

Asia Pacific Fund, Inc. (The) *

   

1,400

     

17,920

 

China Fund, Inc. (The)

   

67,890

     

1,348,974

 

Morgan Stanley Thai Fund, Inc.

   

60,843

     

504,388

 
             

2,412,042

 

REAL ESTATE — 12.78%

 

Alpine Global Premier Properties Fund

   

1,146,471

     

7,417,667

 

CBRE Clarion Global Real Estate Income Fund

   

1,220,355

     

9,714,026

 

Cohen & Steers Preferred Securities and Income Fund, Inc.

   

713,745

     

12,483,400

 

Cohen & Steers Quality Income Realty Fund, Inc.

   

806,381

     

8,620,213

 

Cohen & Steers Total Return Realty Fund, Inc.

   

158,793

     

1,930,923

 

LMP Real Estate Income Fund Inc.

   

121,833

     

1,425,446

 

 

See accompanying notes to financial statements.

4

Cornerstone Strategic Value Fund, Inc.
Schedule of Investments – June 30, 2015 (unaudited) (continued)

 

Description

 

No. of
Shares

   

Value

 

REAL ESTATE (continued)

 

Neuberger Berman Real Estate Securities Income Fund Inc.

   

931,144

   

$

4,413,623

 

Nuveen Real Estate Income Fund

   

65,233

     

666,029

 

RMR Real Estate Income Fund

   

130,445

     

2,418,449

 
             

49,089,776

 

SECTOR EQUITY — 1.49%

               

GAMCO Global Gold, Natural Resources & Income Trust

   

281,379

     

1,831,777

 

GAMCO Natural Resources, Gold & Income Trust by Gabelli

   

364,444

     

2,787,997

 

John Hancock Financial Opportunities Fund

   

41,016

     

1,115,635

 
             

5,735,409

 

U.S. MORTGAGE — 0.03%

 

First Trust Mortgage Income Fund

   

8,665

     

122,176

 
                 

UTILITY — 2.38%

 

BlackRock Utility and Infrastructure Trust

   

65,031

     

1,180,313

 

Brookfield Global Listed Infrastructure Income Fund Inc.

   

24,377

     

403,196

 

Cohen & Steers Infrastructure Fund, Inc.

   

139,845

     

2,939,542

 

Duff & Phelps Global Utility Income Fund Inc.

   

185,214

     

3,281,992

 

Gabelli Global Utility & Income Trust (The)

   

58,745

     

1,065,047

 

Macquarie Global Infrastructure Total Return Fund Inc.

   

10,700

     

249,738

 
 

Description

 

No. of
Shares

   

Value

 

UTILITY (continued)

 

Wells Fargo Advantage Utilities and High Income Fund

   

2,900

   

$

32,712

 
             

9,152,540

 

VALUE — 0.29%

 

First Trust Dividend and Income Fund

   

1,200

     

10,164

 

Gabelli Dividend & Income Trust (The)

   

52,677

     

1,096,735

 
             

1,106,899

 

TOTAL CLOSED-END FUNDS

     

228,698,671

 
                 

CONSUMER DISCRETIONARY — 4.38%

 

Comcast Corporation - Class A

   

59,013

     

3,549,042

 

DIRECTV *

   

4,000

     

371,160

 

Home Depot, Inc. (The)

   

19,600

     

2,178,148

 

Johnson Controls, Inc.

   

15,500

     

767,715

 

Lowe's Companies, Inc.

   

4,000

     

267,880

 

Macy's, Inc.

   

10,000

     

674,700

 

News Corporation - Class B *

   

1,250

     

17,800

 

Time Inc.

   

1,362

     

31,340

 

Time Warner Cable Inc.

   

4,000

     

712,680

 

Time Warner Inc.

   

22,900

     

2,001,689

 

TJX Companies, Inc. (The)

   

10,000

     

661,700

 

Twenty-First Century Fox, Inc.

   

5,000

     

161,100

 

Viacom Inc. - Class B

   

3,950

     

255,328

 

Walt Disney Company (The)

   

45,200

     

5,159,128

 
             

16,809,410

 

 

See accompanying notes to financial statements. 

5

Cornerstone Strategic Value Fund, Inc.
Schedule of Investments – June 30, 2015 (unaudited) (continued)

 

Description

 

No. of
Shares

   

Value

  

CONSUMER STAPLES — 3.00%

 

Archer-Daniels-Midland Company

   

16,000

   

$

771,520

 

Costco Wholesale Corporation

   

5,000

     

675,300

 

CVS Caremark Corporation

   

28,430

     

2,981,738

 

Kraft Foods Group, Inc.

   

4,000

     

340,560

 

Kroger Co. (The)

   

15,000

     

1,087,650

 

Mondelēz International, Inc. - Class A

   

26,000

     

1,069,640

 

Walgreens Boots Alliance, Inc.

   

10,000

     

844,400

 

Wal-Mart Stores, Inc.

   

52,700

     

3,738,011

 
             

11,508,819

 

ENERGY — 2.70%

 

Chevron Corporation

   

10,000

     

964,700

 

ConocoPhillips

   

21,974

     

1,349,423

 

EOG Resources, Inc.

   

15,000

     

1,313,250

 

Exxon Mobil Corporation

   

39,936

     

3,322,675

 

Halliburton Company

   

8,000

     

344,560

 

Kinder Morgan, Inc.

   

12,000

     

460,680

 

Phillips 66

   

14,487

     

1,167,073

 

Schlumberger Limited

   

17,000

     

1,465,230

 
             

10,387,591

 

EXCHANGE-TRADED FUNDS — 3.76%

 

iShares Core S&P 500 ETF

   

35,000

     

7,252,700

 

SPDR S&P 500 ETF Trust

   

35,000

     

7,204,750

 
             

14,457,450

 

FINANCIALS — 5.73%

 

ACE Limitied

   

4,000

     

406,720

 

Allstate Corporation (The)

   

4,000

     

259,480

 

American Express Company

   

13,000

     

1,010,360

 

American International Group, Inc.

   

8,000

     

494,560

 

Ameriprise Financial, Inc.

   

2,000

     

249,860

 

Aon plc

   

8,500

     

847,280

 
 

Description

 

No. of
Shares

   

Value

 

FINANCIALS (continued)

 

Bank of New York Mellon Corporation (The)

   

6,000

   

$

251,820

 

Berkshire Hathaway Inc. - Class B *

   

11,000

     

1,497,210

 

BlackRock, Inc. - Class A

   

3,500

     

1,210,930

 

Capital One Financial Corporation

   

4,500

     

395,865

 

Discover Financial Services

   

6,500

     

374,530

 

Fifth Third Bancorp

   

11,500

     

239,430

 

Franklin Resources, Inc.

   

5,000

     

245,150

 

Intercontinental Exchange, Inc.

   

1,500

     

335,415

 

JPMorgan Chase & Co.

   

54,132

     

3,667,984

 

Marsh & McLennan Companies, Inc.

   

8,500

     

481,950

 

MetLife, Inc.

   

13,000

     

727,870

 

Morgan Stanley

   

39,000

     

1,512,810

 

PNC Financial Services Group, Inc. (The)

   

8,000

     

765,200

 

Prudential Financial, Inc.

   

10,000

     

875,200

 

SunTrust Banks, Inc.

   

6,000

     

258,120

 

Travelers Companies, Inc. (The)

   

4,000

     

386,640

 

Wells Fargo & Company

   

97,800

     

5,500,272

 
             

21,994,656

 

HEALTH CARE — 5.38%

 

Abbott Laboratories

   

26,200

     

1,285,896

 

AbbVie Inc.

   

16,200

     

1,088,478

 

Aetna Inc.

   

11,000

     

1,402,060

 

Allergan plc *

   

6,577

     

1,995,856

 

Amgen Inc.

   

17,800

     

2,732,656

 

Anthem, Inc.

   

9,000

     

1,477,260

 

Boston Scientific Corporation *

   

2,000

     

35,400

 

Cardinal Health, Inc.

   

6,000

     

501,900

 

Celgene Corporation *

   

10,000

     

1,157,350

 

Cigna Corporation

5,000

810,000

 

See accompanying notes to financial statements.

6

Cornerstone Strategic Value Fund, Inc.
Schedule of Investments – June 30, 2015 (unaudited) (continued)

 

Description

 

No. of
Shares

   

Value

 

HEALTH CARE (continued)

 

Express Scripts Holding Company *

   

6,000

   

$

533,640

 

Gilead Sciences, Inc.

   

14,000

     

1,639,120

 

Johnson & Johnson

   

13,000

     

1,266,980

 

McKesson Corporation

   

4,800

     

1,079,088

 

Merck & Company, Inc.

   

35,267

     

2,007,750

 

St. Jude Medical, Inc.

   

5,000

     

365,350

 

Thermo Fisher Scientific Inc.

   

10,000

     

1,297,600

 
             

20,676,384

 

INDUSTRIALS — 3.75%

 

Boeing Company (The)

   

6,000

     

832,320

 

CSX Corporation

   

12,000

     

391,800

 

Delta Air Lines, Inc.

   

18,000

     

739,440

 

FedEx Corporation

   

6,000

     

1,022,400

 

General Dynamics Corporation

   

6,000

     

850,140

 

General Electric Company

   

135,000

     

3,586,950

 

Honeywell International Inc.

   

16,000

     

1,631,520

 

Illinois Tool Works Inc.

   

8,000

     

734,320

 

Lockheed Martin Corporation

   

7,000

     

1,301,300

 

Norfolk Southern Corporation

   

3,000

     

262,080

 

Northrop Grumman Corporations

   

2,000

     

317,260

 

Precision Castparts Corporation

   

2,000

     

399,740

 

Southwest Airlines Co.

   

10,000

     

330,900

 

Union Pacific Corporation

   

21,000

     

2,002,770

 
             

14,402,940

 

INFORMATION TECHNOLOGY — 6.84%

 

Apple Inc.

   

97,300

     

12,203,853

 

Cisco Systems, Inc.

   

70,000

     

1,922,200

 

Corning, Inc.

   

9,000

     

177,570

 

Facebook, Inc. *

   

11,000

     

943,415

 

Google Inc. - Class A *

   

2,000

     

1,080,080

 
 

Description

 

No. of
Shares

   

Value

 

INFORMATION TECHNOLOGY (continued)

 

Google Inc. - Class C *

   

2,005

   

$

1,043,623

 

Intel Corporation

   

66,000

     

2,007,390

 

International Business Machines Corporation

   

7,100

     

1,154,886

 

Microsoft Corporation

   

22,000

     

971,300

 

Oracle Corporation

   

96,272

     

3,879,762

 

QUALCOMM Incorporated

   

14,500

     

908,135

 
             

26,292,214

 

MATERIALS — 1.19%

 

Air Products & Chemicals, Inc.

   

2,000

     

273,660

 

Dow Chemical Company (The)

   

29,500

     

1,509,515

 

Ecolab Inc.

   

5,500

     

621,885

 

LyondellBasell Industries N.V.

   

7,000

     

724,640

 

PPG Industries, Inc.

   

8,000

     

917,760

 

Praxair, Inc.

   

4,500

     

537,975

 
             

4,585,435

 

TELECOMMUNICATION SERVICES — 1.09%

 

Verizon Communications, Inc.

   

90,000

     

4,194,900

 
                 

UTILITIES — 0.62%

 

AES Corporation (The)

   

8,000

     

106,080

 

Exelon Corporation

   

17,000

     

534,140

 

NextEra Energy, Inc.

   

6,000

     

588,180

 

PG&E Corporation

   

12,000

     

589,200

 

PPL Corporation

   

6,000

     

176,820

 

Public Service Enterprises Group, Inc.

   

6,500

     

255,320

 

Talen Energy Corporation *

   

749

     

12,853

 

Xcel Energy Inc.

   

4,000

     

128,720

 
             

2,391,313

 

TOTAL EQUITY SECURITIES

(cost - $351,889,329)

376,399,783

 

See accompanying notes to financial statements.

7

Cornerstone Strategic Value Fund, Inc.
Schedule of Investments – June 30, 2015 (unaudited) (concluded)

 

Description

 

No. of
Shares

   

Value

 

SHORT-TERM INVESTMENT — 1.50%

 

MONEY MARKET FUND — 1.50%

 

Fidelity Institutional Money Market Government Portfolio - Class I, 0.01%^ (cost - $5,749,073)

   

5,749,073

   

$

5,749,073

 
                 

TOTAL INVESTMENTS — 99.47%

 

(cost - $357,638,402)

         

$

382,148,856

 
                 

OTHER ASSETS IN EXCESS OF LIABILITIES — 0.53%

     

2,041,155

 
                 

NET ASSETS — 100.00%

         

$

384,190,011

 
 

 

*

Non-income producing security.

 

 

^

The rate shown is the 7-day effective yield as of June 30, 2015.

 

See accompanying notes to financial statements.

8

Cornerstone Strategic Value Fund, Inc.
Statement of Assets and Liabilities – June 30, 2015 (unaudited)

 

ASSETS

   

Investments, at value (cost – $357,638,402) (Notes B and C)

 

$

382,148,856

 

Receivables:

       

Investments sold

   

5,347,849

 

Dividends

   

365,608

 

Prepaid expenses

   

23,935

 

Total Assets

   

387,886,248

 
         

LIABILITIES

       

Payables:

       

Investments purchased

   

3,141,227

 

Investment management fees (Note D)

   

327,784

 

Directors’ fees and expenses

   

33,758

 

Administration fees (Note D)

   

23,150

 

Other accrued expenses

   

170,318

 

Total Liabilities

   

3,696,237

 
         

NET ASSETS (applicable to 21,060,843 shares of common stock)

 

$

384,190,011

 
         

NET ASSET VALUE PER SHARE ($384,190,011 / 21,060,843)

 

$

18.24

 
         

NET ASSETS CONSISTS OF

       

Common stock, $0.001 par value; 21,060,843 shares issued and outstanding (100,000,000 shares authorized)

 

$

21,061

 

Paid-in capital

   

359,955,357

 

Accumulated net realized loss on investments

   

(296,861

)

Net unrealized appreciation in value of investments

   

24,510,454

 

Net assets applicable to shares outstanding

   

384,190,011

 

 

See accompanying notes to financial statements.

9

Cornerstone Strategic Value Fund, Inc.
Statement of Operations – for the Six Months Ended June 30, 2015 (unaudited)

 

INVESTMENT INCOME

   

Income:

   

Dividends

 

$

3,613,310

 
         

Expenses:

       

Investment management fees (Note D)

   

827,873

 

Merger expenses

   

181,685

 

Administration fees (Note D)

   

62,090

 

Directors’ fees and expenses

   

29,885

 

Accounting fees

   

25,079

 

Legal and audit fees

   

22,665

 

Printing

   

21,456

 

Custodian fees

   

20,529

 

Transfer agent fees

   

13,901

 

Insurance

   

4,911

 

Stock exchange listing fees

   

2,780

 

Miscellaneous

   

1,631

 

Total Expenses

   

1,214,485

 

Net Investment Income

   

2,398,825

 
         

NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS

       

Net realized gain from investments

   

4,950,247

 

Capital gain distributions from regulated investment companies

   

444

 

Net change in unrealized appreciation in value of investments

   

(6,141,232

)

Net realized and unrealized gain/(loss) on investments

   

(1,190,541

)

         

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

 

$

1,208,284

 

 

See accompanying notes to financial statements.

10

Cornerstone Strategic Value Fund, Inc.
Statement of Changes in Net Assets

 

   

For the Six Months Ended June 30, 2015 (Unaudited)

   

For the Years Ended December 31, 2014

 
         

INCREASE/(DECREASE) IN NET ASSETS

       

Operations:

       

Net investment income

 

$

2,398,825

   

$

2,581,075

 

Net realized gain from investments

   

4,950,691

     

12,308,473

 

Net change in unrealized appreciation in value of investments

   

(6,141,232

)

   

4,601,426

 
                 

Net increase in net assets resulting from operations

   

1,208,284

     

19,490,974

 
                 

Dividends and distributions to stockholders (Note B):

               

Net investment income

   

(2,398,825

)

   

(2,581,075

)

Net realized gains

   

(5,199,632

)

   

(12,356,393

)

Return-of-capital

   

(10,553,782

)

   

(22,273,549

)

                 

Total dividends and distributions to stockholders

   

(18,152,239

)

   

(37,211,017

)

                 

Common stock transactions:

               

Cash in lieu of 0 and 76 fractional shares from the reverse stock split

   

     

(1,539

)

Issuance of 12,780,196 and 0 shares in connection with the merger of Cornerstone Progressive Return Fund

   

231,186,219

     

 

Proceeds from 85,930 and 258,745 shares newly issued in reinvestment of dividends and distributions, respectively

   

1,660,416

     

5,636,862

 
                 

Net increase in net assets from common stock transactions

   

232,846,635

     

5,635,323

 
                 

Total increase/(decrease) in net assets

   

215,902,680

     

(12,084,720

)

                 

NET ASSETS

               

Beginning of period

   

168,287,331

     

180,372,051

 

End of period

 

$

384,190,011

   

$

168,287,331

 

 

See accompanying notes to financial statements. 

11

Cornerstone Strategic Value Fund, Inc.
Financial Highlights

Contained below is per share operating performance data for a share of common stock outstanding, total investment return, ratios to average net assets and other supplemental data for each period indicated. This information has been derived from information provided in the financial statements and market price data for the Fund’s shares.

 

    For the Six Months Ended June 30, 2015    



For the Years Ended December 31,*

 
   

(Unaudited)

   

2014

   

2013

   

2012

   

2011

   

2010

 

PER SHARE OPERATING PERFORMANCE

                       

Net asset value, beginning of period

 

$

20.54

   

$

22.72

   

$

22.72

   

$

24.52

   

$

30.20

   

$

32.96

 

Net investment income #

   

0.29

     

0.32

     

0.40

     

0.44

     

0.28

     

0.24

 

Net realized and unrealized gain/(loss) on investments

   

(0.38

)

   

2.10

     

3.80

     

2.76

     

(0.16

)

   

3.04

 

Net increase in net assets resulting from operations

   

(0.09

)

   

2.42

     

4.20

     

3.20

     

0.12

     

3.28

 
                                                 

Dividends and distributions to stockholders:

                                               

Net investment income

   

(0.29

)

   

(0.32

)

   

(0.40

)

   

(1.48

)

   

(0.52

)

   

(0.28

)

Net realized capital gains

   

(0.63

)

   

(1.52

)

   

(1.76

)

   

(0.76

)

   

     

 

Return-of-capital

   

(1.29

)

   

(2.76

)

   

(2.76

)

   

(3.08

)

   

(5.60

)

   

(6.44

)

Total dividends and distributions to stockholders

   

(2.21

)

   

(4.60

)

   

(4.92

)

   

(5.32

)

   

(6.12

)

   

(6.72

)

                                                 

Common stock transactions:

                                               

Anti-dilutive effect due to shares issued:

                                               

Rights offering

   

     

     

0.72

     

0.32

     

0.20

     

0.52

 

Reinvestment of dividends and distributions

   

0.00

+ 

   

0.00

+ 

   

0.00

+ 

   

0.00

+ 

   

0.12

     

0.16

 

Total common stock transactions

   

0.00

+ 

   

0.00

+ 

   

0.72

     

0.32

     

0.32

     

0.68

 
                                                 

Net asset value, end of period

 

$

18.24

   

$

20.54

   

$

22.72

   

$

22.72

   

$

24.52

   

$

30.20

 

Market value, end of period

 

$

20.90

   

$

20.02

   

$

26.40

   

$

24.00

   

$

26.36

   

$

35.36

 

Total investment return (a)

   

16.75

%(b)

   

(6.29

)%

   

36.67

%

   

13.33

%

   

(11.11

)%

   

(10.19

)%

                                                 

RATIOS/SUPPLEMENTAL DATA

                                               

Net assets, end of period (000 omitted)

 

$

384,190

   

$

168,287

   

$

180,372

   

$

105,704

   

$

88,111

   

$

64,266

 

Ratio of expenses to average net assets, net of fee waivers and fees paid indirectly, if any (c)

   

1.47

%(e)(f)

   

1.33

%

   

1.33

%

   

1.40

%

   

1.55

%

   

1.73

%

Ratio of expenses to average net assets, excluding fee waivers and fees paid indirectly, if any (c)

   

1.47

%(e)(f)

   

1.33

%

   

1.33

%

   

1.40

%

   

1.55

%

   

1.74

%

Ratio of net investment income to average net assets (d)

   

2.90

%(e)(f)

   

1.47

%

   

1.69

%

   

1.83

%

   

0.98

%

   

0.77

%

Portfolio turnover rate

   

42.88

%(b)

   

51.44

%

   

48.46

%

   

40.75

%

   

38.08

%

   

25.28

%


 
 

*

Effective December 29, 2014, a reverse split of 1:4 occurred. All per share amounts have been restated according to the terms of the reverse split.

 

#

Based on average shares outstanding.

 

+

Amount rounds to less than $0.01.

 

(a)

Total investment return at market value is based on the changes in market price of a share during the period and assumes reinvestment of dividends and distributions, if any, at actual prices pursuant to the Fund’s dividend reinvestment plan. Total investment return does not reflect brokerage commissions.

 

(b)

Not annualized.

 

(c)

Expenses do not include expenses of investments companies in which the Fund invests.

 

(d)

Recognition of net investment income by the Fund may be affected by the timing of the declaration of dividends, if any, by investment companies in which the Fund invests.

 

(e)

Annualized.

 

(f)

Includes reorganization costs. Without these costs, ratio of expenses to average net assets, net of fee waivers and fees paid indirectly, if any, ratio of expenses to average net assets, excluding fee waivers and fees paid indirectly, if any, and ratio of net investment income to average net assets would have been 1.25%, 1.25% and 3.12% for the six months ended June 30, 2015, respectively.

 

See accompanying notes to financial statements. 

12

Cornerstone Strategic Value Fund, Inc.
Notes to Financial Statements (unaudited)

 

NOTE A. ORGANIZATION

 

Cornerstone Strategic Value Fund, Inc. (the “Fund”) was incorporated in Maryland on May 1, 1987 and commenced investment operations on June 30, 1987. Its investment objective is to seek long-term capital appreciation through investment primarily in equity securities of U.S. and non-U.S. companies. The Fund is registered under the Investment Company Act of 1940, as amended, as a closed-end, diversified management investment company.

 

Reorganization: Pursuant to a plan of merger approved by the stockholders of each of the Fund and Cornerstone Progressive Return Fund (“CFP”), the Fund acquired all of the net assets of CFP ($235,773,269) on June 26, 2015 and is the accounting survivor of the mergers. A total of 16,689,008 shares of beneficial interest of CFP were exchanged for 12,780,196 shares of common stock of the Fund immediately after the closing date. The exchange ratio was 0.765785 shares of CLM for each share of CFP. These mergers qualified as tax-free reorganizations under Section 368(a)(1)(C) of the Internal Revenue Code. CFP’s net assets included $4,587,047 of net unrealized appreciation on investments and $2,637,728 of accumulated net realized gain on investments. The aggregate net assets of the Fund prior to the merger totaled $152,222,319 and following the mergers the combined net assets of the Fund totaled $387,995,588.

 

Because the combined entities have been managed as a single integrated entity since the merger was completed, it is not practicable to separate the amounts of revenue and earnings of CFP that have been included in the Fund’s Statement of Operations since June 26, 2015.

 

NOTE B. SIGNIFICANT ACCOUNTING POLICIES

 

Management Estimates: The Fund is an investment company that applies the accounting and reporting guidance issued in Topic 946 by the U.S. Financial Accounting Standards Board. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make certain estimates and assumptions that may affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.

 

Subsequent Events: The Fund has evaluated the need for additional disclosures and/or adjustments resulting from subsequent events through the date its financial statements were issued. Based on this evaluation, no additional disclosures or adjustments were required to such financial statements.

 

Portfolio Valuation: Investments are stated at value in the accompanying financial statements. Readily marketable portfolio securities listed on the New York Stock Exchange (“NYSE”) are valued, except as indicated below, at the last sale price reflected on the consolidated tape at the close of the NYSE on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. If no bid or asked prices are quoted on such day or if market prices may be unreliable because of events occurring after the close of trading, then the security is valued by such method as the Board of Directors shall determine in good faith to reflect its fair market value. Readily marketable securities not listed on the NYSE but listed on other domestic or foreign securities exchanges are valued in a like manner. Portfolio securities traded on more than one securities exchange are valued at the last sale price on the business day as of which such value is being determined as reflected on the consolidated tape at the close of the exchange representing the principal market for such securities. Securities trading on the Nasdaq Stock Market, Inc. (“NASDAQ”) are valued at the NASDAQ Official Closing Price.

 

Readily marketable securities traded in the over-the counter market, including listed securities whose primary market is believed by Cornerstone Advisors, Inc. (the “Investment Manager” or “Cornerstone”) to be over-the-counter, are valued at the mean of the current bid and asked prices as reported by the

13

Cornerstone Strategic Value Fund, Inc.
Notes to Financial Statements (unaudited) (continued)

 

NASDAQ or, in the case of securities not reported by the NASDAQ or a comparable source, as the Board of Directors deem appropriate to reflect their fair market value. Where securities are traded on more than one exchange and also over-the-counter, the securities will generally be valued using the quotations the Board of Directors believes reflect most closely the value of such securities. At June 30, 2015, the Fund held no securities valued in good faith by the Board of Directors.

 

The net asset value per share of the Fund is calculated weekly and on the last business day of the month with the exception of those days on which the NYSE is closed.

 

The Fund is exposed to financial market risks, including the valuations of its investment portfolio. During the six months ended June 30, 2015, the Fund did not invest in derivative instruments or engage in hedging activities.

 

Investment Transactions and Investment Income: Investment transactions are accounted for on the trade date. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes. Interest income is recorded on an accrual basis; dividend income is recorded on the ex-dividend date.

 

Risks Associated with Investments in Other Closed-end Funds: Closed-end investment companies are subject to the risks of investing in the underlying securities. The Fund, as a holder of the securities of the closed-end investment company, will bear its pro rata portion of the closed-end investment company’s expenses, including advisory fees. These expenses are in addition to the direct expenses of the Fund’s own operations.

 

Taxes: No provision is made for U.S. federal income or excise taxes as it is the Fund’s intention to continue to qualify as a regulated investment company and to make the requisite distributions to its stockholders which will be sufficient to relieve it from all or substantially all U.S. federal income and excise taxes.

 

The Accounting for Uncertainty in Income Taxes Topic of the FASB Accounting Standards Codification defines the threshold for recognizing the benefits of tax-return positions in the financial statements as “more-likely-than-not” to be sustained by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50 percent likely to be realized. The Fund’s policy is to classify interest and penalties associated with underpayment of federal and state income taxes, if any, as income tax expense on its Statement of Operations. As of June 30, 2015, the Fund does not have any interest or penalties associated with the under-payment of any income taxes. Management reviewed any uncertain tax positions for open tax years 2011 through 2014, and for the six months ended June 30, 2015. There was no material impact to the financial statements.

 

Distributions to Stockholders: Effective June 25, 2002, the Fund initiated a fixed, monthly distribution to stockholders. On November 29, 2006, this distribution policy was updated to provide for the annual resetting of the monthly distribution amount per share based on the Fund’s net asset value on the last business day in each October. The terms of the distribution policy will be reviewed and approved at least annually by the Fund’s Board of Directors and can be modified at their discretion. To the extent that these distributions exceed the current earnings of the Fund, the balance will be generated from sales of portfolio securities held by the Fund, which will either be short-term or long-term capital gains or a tax-free return-of-capital. To the extent these distributions are not represented by net investment income and capital gains, they will not represent yield or investment return on the Fund’s investment portfolio. The Fund plans to maintain this distribution policy even if regulatory requirements would make part of a return-of-capital, necessary to maintain the distribution, taxable

14

Cornerstone Strategic Value Fund, Inc.
Notes to Financial Statements (unaudited) (continued)

 

to stockholders and to disclose that portion of the distribution that is classified as ordinary income. Although it has no current intention to do so, the Board may terminate this distribution policy at any time and such termination may have an adverse effect on the market price for the Fund’s common shares. The Fund determines annually whether to distribute any net realized long-term capital gains in excess of net realized short-term capital losses, including capital loss carryovers, if any. To the extent that the Fund’s taxable income in any calendar year exceeds the aggregate amount distributed pursuant to this distribution policy, an additional distribution may be made to avoid the payment of a 4% U.S. federal excise tax, and to the extent that the aggregate amount distributed in any calendar year exceeds the Fund’s taxable income, the amount of that excess may constitute a return-of-capital for tax purposes. A return-of-capital distribution reduces the cost basis of an investor’s shares in the Fund. Dividends and distributions to stockholders are recorded by the Fund on the ex-dividend date.

 

Managed Distribution Risk: Under the managed distribution policy, the Fund makes monthly distributions to stockholders at a rate that may include periodic distributions of its net income and net capital gains (“Net Earnings”), or from return-of-capital. If, for any fiscal year where total cash distributions exceeded Net Earnings (the “Excess”), the Excess would decrease the Fund’s total assets and, as a result, would have the likely effect of increasing the Fund’s expense ratio. There is a risk that the total Net Earnings from the Fund’s portfolio would not be great enough to offset the amount of cash distributions paid to Fund stockholders. If this were to be the case, the Fund’s assets would be depleted, and there is no guarantee that the Fund would be able to replace the assets. In addition, in order to make such distributions, the Fund may have to sell a portion of its investment portfolio at a time when independent investment judgment might not dictate such action. Furthermore, such assets used to make distributions will not be available for investment pursuant to the Fund’s investment objective.

 

NOTE C. FAIR VALUE

 

As required by the Fair Value Measurement and Disclosures Topic of the FASB Accounting Standards Codification, the Fund has performed an analysis of all assets and liabilities measured at fair value to determine the significance and character of all inputs to their fair value determination.

 

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into the following three broad categories.

 

 

Level 1 – quoted unadjusted prices for identical instruments in active markets to which the Fund has access at the date of measurement.

 

 

Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers.

 

 

Level 3 – model derived valuations in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are those inputs that reflect the Fund’s own assumptions that market participants would use to price the asset or liability based on the best available information.

 

15

Cornerstone Strategic Value Fund, Inc.
Notes to Financial Statements (unaudited) (continued)

 

The following is a summary of the inputs used as of June 30, 2015 in valuing the Fund’s investments carried at value:

 

Valuation Inputs

 

Investments
in Securities

   

Other
Financial
Instruments*

 

Level 1 – Quoted Prices

       

Equity Investments

 

$

376,399,783

   

$

 

Short-Term Investments

   

5,749,073

     

 

Level 2 – Other Significant Observable Inputs

   

     

 

Level 3 – Significant Unobservable Inputs

   

     

 

Total

 

$

382,148,856

   

$

 

 


*

Other financial instruments include futures, forwards and swap contracts.

 

The breakdown of the Fund’s investments into major categories is disclosed in its Schedule of Investments.

 

During the six months ended June 30, 2015 the Fund did not have any transfers in and out of any Level.

 

The Fund did not have any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) at June 30, 2015.

 

It is the Fund’s policy to recognize transfers into and out of any Level at the end of the reporting period.

 

In May 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). The amendments apply to reporting entities that elect to measure the fair value of an investment using the net asset value per share (or its equivalent) practical expedient. The ASU is essentially effective for public entities beginning in 2016 and for all other entities beginning in 2017, but earlier application is permitted. Although still evaluating the potential impacts of ASU 2015-07 to the Fund, the Investment Manager does not expect the adoption of the ASU to have an effect on the Fund.

 

NOTE D. AGREEMENTS WITH AFFILIATES

 

At June 30, 2015, certain officers of the Fund are also officers of Cornerstone or AST Fund Solutions, LLC (“AFS”). Such officers are paid no fees by the Fund for serving as officers of the Fund.

 

Investment Management Agreement

 

Cornerstone serves as the Fund’s Investment Manager with respect to all investments. As compensation for its investment management services, Cornerstone receives from the Fund an annual fee, calculated weekly and paid monthly, equal to 1.00% of the Fund’s average weekly net assets. For the six months ended June 30, 2015, Cornerstone earned $827,873 for investment management services.

 

Administration Agreement

 

Under the terms of the administration agreement, AFS supplies executive, administrative and regulatory services for the Fund. AFS supervises the preparation of reports to shareholders for the Fund, reports to and filings with the Securities and Exchange Commission and materials for meetings of the Board of Directors. For these services, the Fund pays AFS a monthly fee at an annual rate of 0.075% of its average daily net assets, subject to an annual minimum fee of $50,000. For the six months ended June 30, 2015, AFS earned $62,090 as administrator.

 

NOTE E. INVESTMENT IN SECURITIES

 

For the six months ended June 30, 2015, purchases and sales of securities, other than short-term investments, were $296,924,953 and $82,347,282, respectively.

16

Cornerstone Strategic Value Fund, Inc.
Notes to Financial Statements (unaudited) (concluded)

 

NOTE F. SHARES OF COMMON STOCK

 

The Fund has 100,000,000 shares of common stock authorized and 21,060,843 shares issued and outstanding at June 30, 2015. Transactions in common stock for the six months ended June 30, 2015 were as follows:

 

Shares at beginning of period

   

8,194,717

 

Shares newly issued in reinvestment of dividends and distributions

   

85,930

 

Shares issued from the merger of CFP with and into CLM

   

12,780,196

 

Shares at end of period

   

21,060,843

 

 

NOTE G. FEDERAL INCOME TAXES

 

Income and capital gains distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments of losses deferred due to wash sales.

 

The tax character of dividends and distributions paid to stockholders during the year ended December 31, 2014 for the Fund was ordinary income of $6,774,673, long-term capital gains of $8,162,795 and return of capital of $22,273,549.

 

GAAP requires that certain components of net assets relating to permanent differences be reclassified between financial and tax reporting. These reclassifications have no effect on net assets or net asset value per share. Under current tax law, certain capital losses realized after October 31 within a taxable year may be deferred and treated as occurring on the first day of the following tax year (“Post-October losses”). The Fund incurred no such losses during the year ended December 31, 2015.

 

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized after December 31, 2010 may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses. Under the law in effect prior to the Act, pre-enactment net capital losses were carried forward for eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses. Therefore, there may be a greater likelihood that all or a portion of the Funds’ pre-enactment capital loss carryovers may expire without being utilized.

 

The following information is computed on a tax basis for each item as of June 30, 2015:

 

Cost of portfolio investments

 

$

357,908,383

 

Gross unrealized appreciation

 

$

40,484,605

 

Gross unrealized depreciation

   

(16,244,132

)

Net unrealized appreciation

 

$

24,240,473

 

 

17

Results of Special Meeting of Stockholders (unaudited)

 

On May 29, 2015, a Special Meeting of Stockholders of Cornerstone Strategic Value Fund, Inc. was held and the following matter was voted upon based on 8,228,537 shares of common stock outstanding on April 10, 2015:

 

 

(1)

To approve a Merger Agreement and Plan of Reorganization (the “CFP Plan” or “CFP Merger Agreement”), whereby Cornerstone Progressive Return Fund (“CFP”) will merge with and into Cornerstone Strategic Value Fund, Inc. (“CLM”) in accordance with the Maryland General Corporation Law and the Delaware Statutory Trust Act.

 

For

 

Withhold

 

Broker Non-Votes

4,188,316

 

77,715

 

303,647

 

18

Investment Management Agreement Approval Disclosure (unaudited)

 

The Board of Directors, including the Independent Directors (the “Board”) of Cornerstone Strategic Value Fund, Inc. (the “Fund”) considers the approval of the continuation of the Investment Management Agreement (the “Agreement”) between Cornerstone Advisors, Inc. (the “Investment Manager”) and the Fund on an annual basis. The most recent approval of the continuation of the Agreement occurred at an in person meeting of the Board held on February 13, 2015.

 

The Board requested and received extensive materials and information from the Investment Manager to assist them in considering the approval of the continuance of the Agreement. Based on the Board’s review of the materials and information as well as discussions with management of the Investment Manager, the Board determined that the approval of the continuation of the Agreement was consistent with the best interests of the Fund and its stockholders. The Board decided that the continuation of the Agreement would enable the Fund to continue to receive high quality services at a cost that is appropriate, reasonable, and in the best interests of the Fund and its stockholders. The Board made these determinations on the basis of the following factors, among others: (1) the nature, extent, and quality of the services provided by the Investment Manager; (2) the cost to the Investment Manager for providing such services, with special attention to the Investment Manager’s profitability (and whether the Investment Manager realizes any economies of scale); (3) the direct and indirect benefits received by the Investment Manager from its relationship with the Fund and the other investment companies advised by the Investment Manager; and (4) comparative information as to the management fees, expense ratios and performance of other similarly situated closed-end investment companies.

 

In response to a questionnaire distributed by Fund counsel to the Investment Manager in accordance with Section 15c of the Investment Company Act of 1940, as amended, the Investment Manager provided certain information to the independent members of the Board in advance of the meeting held on February 13, 2015. The materials provided by the Investment Manager described the services offered by the Investment Manager to the Fund and included an overview of the Investment Manager’s investment philosophy, management style and plan, including the Investment Manager’s extensive knowledge and experience in the closed-end fund industry. The Board noted that the Investment Manager provides quarterly reviews of the performance of the Fund and the Investment Manager’s services for the Fund. The Board also discussed the experience and knowledge of the Investment Manager with respect to managing the Fund’s monthly distribution policy and the extent to which such policy contributes to the market’s positive valuation of the Fund.

 

The Board also reviewed and discussed a comparison of the Fund’s performance with comparable closed-end funds and a comparison of the Fund’s expense ratios and management fees with those of comparable funds. Additionally, the Investment Manager presented an analysis of its profitability based on its contractual relationship with the Fund and the other investment companies advised by the Investment Manager.

 

The Board carefully evaluated this information, taking into consideration many factors including the overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies, and performance of the Investment Manager. The Board met in executive session to discuss the information provided and was advised by independent legal counsel with respect to its deliberations and its duties when considering the Agreement’s continuance. Based on its review of the information requested and provided, the Board determined that the management fees payable to the Investment Manager under the Agreement are fair and reasonable in light of the services to be provided, the performance of the Fund, the profitability of the Investment Manager’s relationship with the Fund, the comparability of the proposed fee to fees paid by closed-end funds in the Fund’s peer group, and the level of quality of the investment management personnel. The Board determined that the Agreement is consistent with the best interests  

19

Investment Management Agreement Approval Disclosure (unaudited)

 

of the Fund and its stockholders, and enables the Fund to receive high quality services at a cost that is appropriate, reasonable, and in the best interests of the Fund and its stockholders. Accordingly, in light of the above considerations and such other factors and information it considered relevant, the Board by a unanimous vote (including a separate vote of all the Independent Directors present in person at the meeting) approved the continuance of the Agreement with respect to the Fund.

20

Description of Dividend Reinvestment Plan (unaudited)

 

Cornerstone Strategic Value Fund, Inc. (the “Fund”) operates a Dividend Reinvestment Plan (the “Plan”), administered by American Stock Transfer & Trust Company, LLC (the “Agent”), pursuant to which the Fund’s income dividends or capital gains or other distributions (each, a “Distribution” and collectively, “Distributions”), net of any applicable U.S. withholding tax, are reinvested in shares of the Fund.

 

Stockholders automatically participate in the Fund’s Plan, unless and until an election is made to withdraw from the Plan on behalf of such participating stockholder. Stockholders who do not wish to have Distributions automatically reinvested should so notify the Agent at P.O. Box 922, Wall Street Station, New York, New York 10269-0560. Under the Plan, the Fund’s Distributions to stockholders are reinvested in full and fractional shares as described below.

 

When the Fund declares a Distribution the Agent, on the stockholder’s behalf, will (i) receive additional authorized shares from the Fund either newly issued or repurchased from stockholders by the Fund and held as treasury stock (“Newly Issued Shares”) or (ii) purchase outstanding shares on the open market, on the NYSE MKT or elsewhere, with cash allocated to it by the Fund (“Open Market Purchases”).

 

The method for determining the number of Newly Issued Shares received when Distributions are reinvested will be determined by dividing the amount of the Distribution either by the Fund’s last reported net asset value per share or by a price equal to the average closing price of the Fund over the five trading days preceding the payment date of the Distribution, whichever is lower. However, if the last reported net asset value of the Fund’s shares is higher than the average closing price of the Fund over the five trading days preceding the payment date of the Distribution (i.e., the Fund is selling at a discount), shares may be acquired by the Agent in Open Market Purchases and allocated to the reinvesting stockholders based on the average cost of such Open Market Purchases. Upon notice from the Fund, the Agent will receive the distribution in cash and will purchase shares of common stock in the open market, on the NYSE MKT or elsewhere, for the participants’ accounts, except that the Agent will endeavor to terminate purchases in the open market and cause the Fund to issue the remaining shares if, following the commencement of the purchases, the market value of the shares, including brokerage commissions, exceeds the net asset value at the time of valuation. These remaining shares will be issued by the Fund at a price equal to the net asset value at the time of valuation.

 

In a case where the Agent has terminated open market purchases and caused the issuance of remaining shares by the Fund, the number of shares received by the participant in respect of the cash dividend or distribution will be based on the weighted average of prices paid for shares purchased in the open market, including brokerage commissions, and the price at which the Fund issues the remaining shares. To the extent that the Agent is unable to terminate purchases in the open market before the Agent has completed its purchases, or remaining shares cannot be issued by the Fund because the Fund declared a dividend or distribution payable only in cash, and the market price exceeds the net asset value of the shares, the average share purchase price paid by the Agent may exceed the net asset value of the shares, resulting in the acquisition of fewer shares than if the dividend or distribution had been paid in shares issued by the Fund.

 

Whenever the Fund declares a Distribution and the last reported net asset value of the Fund’s shares is higher than its market price, the Agent will apply the amount of such Distribution payable to Plan participants of the Fund in Fund shares (less such Plan participant’s pro rata share of brokerage commissions incurred with respect to Open Market Purchases in connection with the reinvestment of such Distribution) to the purchase on the open market of Fund shares for such Plan participant’s account. Such purchases will be made on or after the payable date for such Distribution, and in no

21

Description of Dividend Reinvestment Plan (unaudited) (concluded)

 

event more than 30 days after such date except where temporary curtailment or suspension of purchase is necessary to comply with applicable provisions of federal securities laws. The Agent may aggregate a Plan participant’s purchases with the purchases of other Plan participants, and the average price (including brokerage commissions) of all shares purchased by the Agent shall be the price per share allocable to each Plan participant.

 

Registered stockholders who do not wish to have their Distributions automatically reinvested should so notify the Fund in writing. If a stockholder has not elected to receive cash Distributions and the Agent does not receive notice of an election to receive cash Distributions prior to the record date of any Distribution, the stockholder will automatically receive such Distributions in additional shares.

 

Participants in the Plan may withdraw from the Plan by providing written notice to the Agent at least 30 days prior to the applicable Distribution payment date. The Agent will maintain all stockholder accounts in the Plan and furnish written confirmations of all transactions in the accounts, including information needed by stockholders for personal and tax records. The Agent will hold shares in the account of the Plan participant in non-certificated form in the name of the participant, and each stockholder’s proxy will include those shares purchased pursuant to the Plan. The Agent will distribute all proxy solicitation materials to participating stockholders.

 

In the case of stockholders, such as banks, brokers or nominees, that hold shares for others who are beneficial owners participating in the Plan, the Agent will administer the Plan on the basis of the number of shares certified from time to time by the record stockholder as representing the total amount of shares registered in the stockholder’s name and held for the account of beneficial owners participating in the Plan.

 

Neither the Agent nor the Fund shall have any responsibility or liability beyond the exercise of ordinary care for any action taken or omitted pursuant to the Plan, nor shall they have any duties, responsibilities or liabilities except such as expressly set forth herein. Neither shall they be liable hereunder for any act done in good faith or for any good faith omissions to act, including, without limitation, failure to terminate a participants account prior to receipt of written notice of his or her death or with respect to prices at which shares are purchased or sold for the participants account and the terms on which such purchases and sales are made, subject to applicable provisions of the federal securities laws.

 

The automatic reinvestment of Distributions will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such Distributions. The Fund reserves the right to amend or terminate the Plan. There is no direct service charge to participants with regard to purchases in the Plan.

 

Participants may at any time sell some or all of their shares though the Agent. Shares may be sold via the internet at www.amstock.com or through the toll free number. Participants can also use the tear off portion attached to the bottom of their statement and mail the request to American Stock Transfer and Trust Company LLC, P.O Box 922 Wall Street Station, New York, N.Y. 10269-0560. There is a fee of $15.00 per transaction and commission of $0.10 per share.

 

All correspondence concerning the Plan should be directed to the Agent at P.O. Box 922, Wall Street Station, New York, New York 10269-0560. Certain transactions can be performed online at www.amstock.com or by calling the toll-free number (866) 668-6558.

22

Proxy Voting and Portfolio Holdings Information (unaudited)

 

The policies and procedures that the Fund uses to determine how to vote proxies relating to its portfolio securities are available:

 

 

without charge, upon request, by calling toll-free (866) 668-6558; and

 

 

on the website of the Securities and Exchange Commission, http://www.sec.gov.

 

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent period ended June 30, 2015 is available without charge, upon request, by calling toll-free (866) 668-6558, and on the SEC’s website at http://www.sec.gov or on the Fund’s website at www.cornerstonestrategicvaluefund.com (See Form N-PX).

 

The Fund files a complete schedule of its portfolio holdings for the first and third quarters of its fiscal year with the SEC on Form N-Q. The Fund’s Form N-Q is available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the SEC’s Public Reference Room may be obtained by calling toll-free 1-800-SEC-0330.  

23

Privacy Policy Notice (unaudited)

 

FACTS

WHAT DOES CORNERSTONE STRATEGIC VALUE FUND, INC. (THE “FUND”) DO WITH YOUR PERSONAL INFORMATION?

Why?

Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What?

The types of personal information we, and our service providers, on our behalf, collect and share depend on the product or service you have with us. This information can include:

Social Security number

account balances

account transactions

transaction history

wire transfer instructions

checking account information

When you are no longer our customer, we continue to share your information as described in this notice.

How?

All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Fund, and our service providers, on our behalf, choose to share; and whether you can limit this sharing.

 

24

Privacy Policy Notice (unaudited) (continued)

 

Reasons we can share your personal information

Does the Fund share?

Can you limit this sharing?

For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

Yes

No

For our marketing purposes – to offer our products and services to you

No

We don’t share

For joint marketing with other financial companies

No

We don’t share

For our affiliates’ everyday business purposes – information about your transactions and experiences

Yes

No

For our affiliates’ everyday business purposes – information about your creditworthiness

No

We don’t share

For our affiliates to market to you

No

We don’t share

For nonaffiliates to market to you

No

We don’t share

 

What we do

Who is providing this notice?

Cornerstone Strategic Value Fund, Inc. (the “Fund”)

How does the Fund and the Fund’s service providers, on the Fund’s behalf protect my personal information?

To protect your personal information from unauthorized access and use, we and our service providers use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.

How does the Fund and the Fund’s service providers, on the Fund’s behalf collect my personal information?

We collect your personal information, for example, when you:

open an account

provide account information

give us your contact information

make a wire transfer

We also collect your information from others, such as credit bureaus, affiliates, or other companies.

 

25

Privacy Policy Notice (unaudited) (concluded)

 

Why can’t I limit all sharing?

Federal law gives you the right to limit only

sharing for affiliates’ everyday business purposes – information about your

    creditworthiness

affiliates from using your information to market to you

sharing for nonaffiliates to market to you

State laws and individual companies may give you additional rights to limit sharing.

Definitions

Affiliates

Companies related by common ownership or control. They can be financial and nonfinancial companies.

Cornerstone Advisors, Inc.

Nonaffiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

The Fund does not share with nonaffiliates so they can market to you.

Joint marketing

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

The Fund does not jointly market.

 

Questions?

Call (866) 668-6558

 

26

Summary of General Information (unaudited)

 

Cornerstone Strategic Value Fund, Inc. is a closed-end, diversified investment company whose shares trade on the NYSE MKT. Its investment objective is to seek long-term capital appreciation through investment in equity securities of U.S. and non-U.S. companies. The Fund is managed by Cornerstone Advisors, Inc.

 

Stockholder Information (unaudited)

 

The Fund is listed on the NYSE MKT (symbol “CLM”). The previous week’s net asset value per share, market price, and related premium or discount are available on the Fund’s website at www.cornerstonestrategicvaluefund.com.

 

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that Cornerstone Strategic Value Fund, Inc. may from time to time purchase shares of its common stock in the open market.

 

This report, including the financial statements herein, is sent to the stockholders of the Fund for their information. The financial information included herein is taken from the records of the Fund without examination by the independent registered public accountants who do not express an opinion thereon. It is not a prospectus, circular or representation intended for use in the purchase or sale of shares of the Fund or of any securities mentioned in the report.

 

27

Cornerstone Strategic Value Fund, Inc.


ITEM 2.
CODE OF ETHICS.

Not required

ITEM 3.
AUDIT COMMITTEE FINANCIAL EXPERT.

Not required

ITEM 4.
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
 
Not required

ITEM 5.
AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not required
 
ITEM 6.
SCHEDULE OF INVESTMENTS.

(a) Not required

ITEM 7.
DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not required

ITEM 8.
PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

(a)
Not required

(b)
There has not been a change in any of the Portfolio Managers identified in response to this Item in the registrant's most recent annual report on Form N-CSR.

ITEM 9.
PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

None

ITEM 10.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant's board of directors that have been implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) or this Item.


ITEM 11.
CONTROLS AND PROCEDURES.

(a) Based on their evaluation of the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days of the filing date of this report, the registrant's principal executive officer and principal financial officer have concluded that such disclosure controls and procedures are reasonably designed and are operating effectively to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this report is being prepared, and that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported on a timely basis.

(b) There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.

ITEM 12.
EXHIBITS.

File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.

(a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: Not required

(a)(2) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)): Attached hereto

(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons: Not applicable

(b) Certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)): Attached hereto

Exhibit 99.CERT
Certifications required by Rule 30a-2(a) under the Act

Exhibit 99.906CERT
Certifications required by Rule 30a-2(b) under the Act


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.

(Registrant) Cornerstone Strategic Value Fund, Inc.

By (Signature and Title)*
/s/ Ralph W. Bradshaw
 
   
Ralph W. Bradshaw, Chairman and President
 
   
(Principal Executive Officer)
 
       
Date
September 1, 2015
   

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 on the dates indicated.

By (Signature and Title)*
/s/ Ralph W. Bradshaw
 
   
Ralph W. Bradshaw, Chairman and President
 
   
(Principal Executive Officer)
 
       
Date
September 1, 2015
   
       
By (Signature and Title)*
/s/ Frank J. Maresca
 
   
Frank J. Maresca, Treasurer
 
   
(Principal Financial Officer)
 
       
Date
September 1, 2015
   

* Print the name and title of each signing officer under his or her signature.