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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)

 

225 Pictoria Drive, Suite 450 Cincinnati, OH 45246
(Address of principal executive offices) (Zip code)

 

Benjamin V. Mollozzi, Esq.

 

Ultimus Fund Solutions, LLC     225 Pictoria Drive, Suite 450     Cincinnati, Ohio 45246
(Name and address of agent for service)

 

Registrant's telephone number, including area code: (513) 587-3400  

 

Date of fiscal year end: December 31  
     
Date of reporting period: December 31, 2019  

 

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

 

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

 

 

 

Item 1. Reports to Stockholders.

 

Cornerstone Strategic
V
alue Fund, Inc.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annual Report
December 31, 2019

 

 

 

CONTENTS

 

   

Portfolio Summary

1

Schedule of Investments

2

Statement of Assets and Liabilities

7

Statement of Operations

8

Statements of Changes in Net Assets

9

Financial Highlights

10

Notes to Financial Statements

11

Report of Independent Registered Public Accounting Firm

16

2019 Tax Information

17

Additional Information Regarding the Fund’s Directors and Corporate Officers

18

Description of Dividend Reinvestment Plan

20

Proxy Voting and Portfolio Holdings Information

22

Summary of General Information

22

Stockholder Information

22

 

 

 

Cornerstone Strategic Value Fund, Inc.
Portfolio Summary
– as of December 31, 2019 (unaudited)

 

SECTOR ALLOCATION

 

Sector

Percent of
Net Assets

Information Technology

20.3

Closed-End Funds

18.0

Health Care

12.0

Financials

10.2

Communication Services

9.7

Consumer Discretionary

7.6

Industrials

7.1

Consumer Staples

6.3

Utilities

2.4

Energy

1.6

Real Estate

1.5

Materials

1.3

Exchange-Traded Funds

1.0

Other

1.0

 

TOP TEN HOLDINGS, BY ISSUER

 

 

Holding

Sector

Percent of
Net Assets

1.

Microsoft Corporation

Information Technology

6.4

2.

Alphabet Inc. - Class C

Communication Services

4.4

3.

Apple Inc.

Information Technology

2.4

4.

Visa, Inc. - Class A

Information Technology

2.3

5.

Berkshire Hathaway Inc. - Class B

Financials

2.2

6.

Mastercard Incorporated - Class A

Information Technology

2.2

7.

Adams Diversified Equity Fund, Inc.

Closed-End Funds

2.1

8.

Procter & Gamble Company (The)

Consumer Staples

2.0

9.

General American Investors Company, Inc.

Closed-End Funds

2.0

10.

Johnson & Johnson

Health Care

1.9

 

 

1

 

 

 

Cornerstone Strategic Value Fund, Inc.
Schedule of Investments
– December 31, 2019

 

Description

 

No. of
Shares

   

Value

 

EQUITY SECURITIES — 98.97%

CLOSED-END FUNDS — 17.95%

         

CORE — 4.85%

Adams Diversified Equity Fund, Inc.

    1,104,866     $ 17,423,736  

General American Investors Company, Inc.

    422,844       15,958,133  

Royce Micro-Cap Trust, Inc.

    272,879       2,330,387  

Royce Value Trust, Inc.

    53,812       794,803  

Source Capital, Inc.

    72,244       2,795,127  
              39,302,186  

DEVELOPED MARKET — 0.44%

Aberdeen Japan Equity Fund, Inc.

    15,435       120,084  

European Equity Fund, Inc. (The)

    14,989       140,597  

Japan Smaller Capitalization Fund, Inc.

    126,881       1,134,951  

New Germany Fund, Inc. (The)

    52,109       817,069  

New Ireland Fund, Inc. (The) *

    66,227       656,310  

Swiss Helvetia Fund, Inc. (The)

    81,174       682,673  
              3,551,684  

DIVERSIFIED EQUITY — 0.07%

Sprott Focus Trust, Inc.

    75,433       555,187  
                 

EMERGING MARKETS — 1.93%

Aberdeen Emerging Markets Equity Income Fund, Inc.

    228,584       1,741,810  

Central and Eastern Europe Fund, Inc. (The)

    59,822       1,692,963  

China Fund, Inc. (The)

    32,670       689,010  

Herzfeld Caribbean Basin Fund, Inc. (The) *

    14,016       92,786  

Mexico Equity and Income Fund, Inc. (The)

    11,077     128,493  

Mexico Fund, Inc. (The)

    88,658       1,218,161  

Morgan Stanley China A Share Fund, Inc.

    127,329       2,765,587  

Morgan Stanley India Investment Fund, Inc. *

    134,733       2,679,839  

Taiwan Fund, Inc. (The)

    10,072       207,282  

Templeton Dragon Fund, Inc.

    137,125       2,667,081  

Templeton Emerging Markets Fund

    112,197       1,749,151  
              15,632,163  

ENERGY MLP FUNDS — 0.54%

Cushing Energy Income Fund (The)

    17,540       117,869  

Kayne Anderson Midstream/Energy Fund, Inc.

    292,542       3,077,542  

Salient Midstream & MLP Fund

    148,070       1,153,478  
              4,348,889  

GLOBAL — 2.41%

Aberdeen Global Dynamic Dividend Fund

    134,345       1,397,188  

Aberdeen Total Dynamic Dividend Fund

    881,268       7,887,349  

Clough Global Opportunities Fund

    226,739       2,140,416  

Gabelli Global Small and Mid Cap Value Trust (The)

    124,326       1,472,020  

GDL Fund (The)

    264,368       2,458,623  

Lazard Global Total Return and Income Fund, Inc.

    13,100       216,805  

Royce Global Value Trust, Inc.

    155,547       1,818,344  

 

See accompanying notes to financial statements.

 

2

 

 

 

 

 

Cornerstone Strategic Value Fund, Inc.
Schedule of Investments –
December 31, 2019 (continued)

 

 

Description

 

No. of
Shares

   

Value

 

GLOBAL (continued)

Voya Infrastructure, Industrials and Materials Fund

    185,438     $ 2,134,391  
              19,525,136  

GLOBAL INCOME — 0.23%

BrandywineGLOBAL - Global Income Opportunities Fund Inc.

    145,872       1,842,363  
                 

INCOME & PREFERRED STOCK — 0.09%

Eagle Growth and Income Opportunities Fund

    20,591       350,665  

RiverNorth Opportunities Fund, Inc.

    24,152       394,160  
              744,825  

NATURAL RESOURCES — 1.48%

Adams Natural Resources Fund, Inc.

    171,783       2,827,548  

BlackRock Energy and Resources Trust

    214,748       2,551,206  

BlackRock Resources & Commodities Strategy Trust

    814,248       6,570,982  

Tortoise Pipeline & Energy Fund, Inc.

    3,000       38,610  

Voya Natural Resources Equity Income Fund

    9,600       39,552  
              12,027,898  

OPTION ARBITRAGE/OPTIONS STRATEGIES — 1.39%

AllianzGI NFJ Dividend, Interest & Premium Strategy Fund

    514,661       6,690,593  

BlackRock Enhanced Global Dividend Trust

    310,128       3,408,307  

Madison Covered Call & Equity Strategy Fund

    43,545       288,703  

Voya Asia Pacific High Dividend Equity Income Fund

    64,673       549,721  

Voya Global Equity Dividend and Premium Opportunity Fund

    58,700       363,353  
              11,300,677  

PACIFIC EX JAPAN — 0.08%

Korea Fund, Inc. (The)

    21,756       648,981  
                 

REAL ESTATE — 1.51%

Aberdeen Global Premier Properties Fund

    102,161       662,003  

CBRE Clarion Global Real Estate Income Fund

    949,055       7,611,421  

Cohen & Steers REIT and Preferred Income Fund, Inc.

    69,600       1,655,784  

RMR Real Estate Income Fund

    115,375       2,330,574  
              12,259,782  

SECTOR EQUITY — 1.67%

Gabelli Healthcare & WellnessRx Trust (The)

    237,851       2,740,043  

Nuveen Real Asset Income and Growth Fund

    100,685       1,848,577  

Tekla Healthcare Investors

    217,222       4,535,596  

Tekla Life Sciences Investors

    107,682       1,876,897  

Tekla World Healthcare Fund

    185,096       2,563,579  
              13,564,692  

UTILITY — 1.26%

Cohen & Steers Infrastructure Fund, Inc.

    264,221       6,922,590  

Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund

    50,981       546,516  

 

 

See accompanying notes to financial statements.

 

 

3

 

 

 

 

Cornerstone Strategic Value Fund, Inc.
Schedule of Investments –
December 31, 2019 (continued)

 

 

Description

 

No. of
Shares

   

Value

 

UTILITY (continued)

Macquarie Global Infrastructure Total Return Fund Inc.

    109,453     $ 2,716,624  
              10,185,730  

TOTAL CLOSED-END FUNDS

    145,490,193  
                 

COMMUNICATION SERVICES — 9.66%

Alphabet Inc. - Class C *

    26,405       35,304,013  

AT&T Inc.

    135,900       5,310,972  

Charter Communications, Inc. - Class A *

    12,000       5,820,960  

Comcast Corporation - Class A

    280,000       12,591,600  

Verizon Communications Inc.

    185,000       11,359,000  

Walt Disney Company (The)

    55,000       7,954,650  
              78,341,195  

CONSUMER DISCRETIONARY — 7.65%

Amazon.com, Inc. *

    6,500       12,010,960  

AutoZone, Inc. *

    1,200       1,429,572  

Booking Holdings Inc. *

    2,000       4,107,460  

Dollar General Corporation

    14,000       2,183,720  

Hilton Worldwide Holdings Inc.

    13,000       1,441,830  

Home Depot, Inc. (The)

    51,000       11,137,380  

Lowe’s Companies, Inc.

    20,000       2,395,200  

McDonald’s Corporation

    9,000       1,778,490  

NIKE, Inc. - Class B

    79,000       8,003,490  

O’Reilly Automotive, Inc. *

    4,000       1,753,040  

Ross Stores, Inc.

    24,000       2,794,080  

Starbucks Corporation

    69,000       6,066,480  

Target Corporation

    25,000       3,205,250  

TJX Companies, Inc. (The)

    60,000       3,663,600  
              61,970,552  

CONSUMER STAPLES — 6.32%

Coca-Cola Company (The)

    100,000       5,535,000  

Costco Wholesale Corporation

    25,500       7,494,960  

Estée Lauder Companies, Inc. (The) - Class A

    19,000       3,924,260  

General Mills, Inc.

    16,000       856,960  

Procter & Gamble Company (The)

    130,000       16,237,000  

Sysco Corporation

    32,500       2,780,050  

Walmart Inc.

    121,000       14,379,640  
              51,207,870  

ENERGY — 1.64%

Chevron Corporation

    36,000       4,338,360  

Exxon Mobil Corporation

    77,000       5,373,060  

Kinder Morgan, Inc.

    85,500       1,810,035  

Marathon Petroleum Corporation

    30,000       1,807,500  
              13,328,955  

EXCHANGE-TRADED FUNDS — 0.99%

iShares Core S&P 500 ETF

    10,000       3,232,400  

SPDR S&P 500 ETF Trust

    15,000       4,827,900  
              8,060,300  

FINANCIALS — 10.16%

Aflac Incorporated

    39,000       2,063,100  

Allstate Corporation (The)

    9,000       1,012,050  

American Express Company

    32,000       3,983,680  

Aon plc

    12,000       2,499,480  

Bank of America Corporation

    353,300       12,443,226  

Berkshire Hathaway Inc. - Class B *

    80,000       18,120,000  

Chubb Limited

    10,000       1,556,600  

Citigroup Inc.

    107,000       8,548,230  

Intercontinental Exchange, Inc.

    27,000       2,498,850  

JPMorgan Chase & Co.

    103,000       14,358,200  

 

 

See accompanying notes to financial statements.

 

4

 

 

 

 

 

Cornerstone Strategic Value Fund, Inc.
Schedule of Investments –
December 31, 2019 (continued)

 

 

Description

 

No. of
Shares

   

Value

 

FINANCIALS (continued)

Progressive Corporation (The)

    34,000     $ 2,461,260  

S&P Global Inc.

    12,000       3,276,600  

Truist Financial Corporation

    76,965       4,334,669  

U.S. Bancorp

    60,000       3,557,400  

Willis Towers Watson Public Limited Company

    8,000       1,615,520  
              82,328,865  

HEALTH CARE — 11.99%

Abbott Laboratories

    107,000       9,294,020  

Anthem, Inc.

    6,000       1,812,180  

Becton, Dickinson and Company

    10,000       2,719,700  

Cigna Corporation

    9,354       1,912,799  

CVS Health Corporation

    61,000       4,531,690  

Edwards Lifesciences Corporation *

    11,000       2,566,190  

Eli Lilly and Company

    49,000       6,440,070  

Humana Inc.

    8,000       2,932,160  

IQVIA Holdings Inc. *

    10,000       1,545,100  

Johnson & Johnson

    105,700       15,418,459  

Medtronic Public Limited Company

    75,000       8,508,750  

Merck & Co., Inc.

    145,000       13,187,750  

Pfizer Inc.

    150,000       5,877,000  

Stryker Corporation

    19,000       3,988,860  

Thermo Fisher Scientific Inc.

    14,000       4,548,180  

UnitedHealth Group Incorporated

    25,000       7,349,500  

Zimmer Biomet Holdings, Inc.

    9,000       1,347,120  

Zoetis, Inc.

    24,000       3,176,400  
              97,155,928  

INDUSTRIALS — 7.10%

Boeing Company (The)

    27,000     8,795,520  

Cintas Corporation

    5,000       1,345,400  

CSX Corporation

    54,000       3,907,440  

Cummins Inc.

    9,000       1,610,640  

Deere & Company

    21,000       3,638,460  

Fortive Corporation

    15,000       1,145,850  

Honeywell International Inc.

    24,000       4,248,000  

IHS Markit Ltd. *

    20,000       1,507,000  

Ingersoll-Rand Public Limited Company

    13,000       1,727,960  

Lockheed Martin Corporation

    18,000       7,008,840  

Norfolk Southern Corporation

    19,000       3,688,470  

Northrop Grumman Corporation

    4,000       1,375,880  

Republic Services, Inc.

    19,000       1,702,970  

Roper Technologies, Inc.

    6,000       2,125,380  

Union Pacific Corporation

    29,000       5,242,910  

United Parcel Service, Inc. - Class B

    49,000       5,735,940  

Waste Management, Inc.

    24,000       2,735,040  
              57,541,700  

INFORMATION TECHNOLOGY — 20.28%

Accenture plc - Class A

    34,000       7,159,380  

Adobe Inc. *

    12,000       3,957,720  

Apple Inc.

    67,000       19,674,550  

Automatic Data Processing, Inc.

    24,000       4,092,000  

Broadcom Inc.

    20,000       6,320,400  

Cisco Systems, Inc.

    260,000       12,469,600  

Fiserv, Inc. *

    32,000       3,700,160  

FleetCor Technologies, Inc. *

    4,000       1,150,880  

Intuit Inc.

    6,000       1,571,580  

 

 

See accompanying notes to financial statements.

 

 

5

 

 

 

 

Cornerstone Strategic Value Fund, Inc.
Schedule of Investments –
December 31, 2019 (concluded)

 

 

Description

 

No. of
Shares

   

Value

 

INFORMATION TECHNOLOGY (continued)

Mastercard Incorporated - Class A

    60,000     $ 17,915,400  

Microsoft Corporation

    331,000       52,198,700  

Motorola Solutions, Inc.

    8,000       1,289,120  

Paychex, Inc.

    20,000       1,701,200  

PayPal Holdings, Inc. *

    37,000       4,002,290  

Texas Instruments Incorporated

    44,000       5,644,760  

VeriSign, Inc. *

    7,000       1,348,760  

Visa, Inc. - Class A

    101,000       18,977,901  

Xilinx, Inc.

    12,000       1,173,240  
              164,347,641  

MATERIALS — 1.34%

Air Products and Chemicals, Inc.

    3,000       704,970  

Corteva, Inc.

    20,431       603,940  

Dow Inc.

    20,431       1,118,189  

DuPont de Nemours, Inc.

    20,431       1,311,670  

Ecolab Inc.

    17,000       3,280,830  

Linde plc

    7,000       1,490,300  

Sherwin-Williams Company (The)

    4,000       2,334,160  
              10,844,059  

REAL ESTATE — 1.46%

American Tower Corporation

    23,000       5,285,860  

Crown Castle International Corp.

    23,000       3,269,450  

Equinix, Inc.

    4,000       2,334,800  

Equity Residential

    12,000       971,040  
              11,861,150  

UTILITIES — 2.43%

American Electric Power Company, Inc.

    28,000       2,646,280  

Dominion Energy, Inc.

    38,000       3,147,160  

Duke Energy Corporation

    34,000       3,101,140  

Exelon Corporation

    60,000       2,735,400  

NextEra Energy, Inc.

    18,000       4,358,880  

Public Service Enterprise Group Incorporated

    25,000       1,476,250  

Sempra Energy

    15,000       2,272,200  
              19,737,310  

TOTAL EQUITY SECURITIES

(cost - $658,482,187)

            802,215,718  
                 

SHORT-TERM INVESTMENT — 1.25%

MONEY MARKET FUND — 1.25%

Fidelity Institutional Money Market Government Portfolio - Class I, 1.49% ^ (cost - $10,162,568)

    10,162,568       10,162,568  
                 

TOTAL INVESTMENTS — 100.22%

(cost - $668,644,755)

            812,378,286  
                 

LIABILITIES IN EXCESS OF OTHER ASSETS — (0.22%)

    (1,780,083 )
                 

NET ASSETS — 100.00%

  $ 810,598,203  

 

 
 

*

Non-income producing security.

 

 

^

The rate shown is the 7-day effective yield as of December 31, 2019.

 

See accompanying notes to financial statements.

 

6

 

 

 

 

 

Cornerstone Strategic Value Fund, Inc.
Statement of Assets and Liabilities
– December 31, 2019

 

 

ASSETS

       

Investments, at value (cost – $668,644,755) (Notes B and C)

  $ 812,378,286  

Cash

    120,763  

Receivables:

       

Dividends

    906,334  

Investments sold

    2,289,397  

Prepaid expenses

    8,696  

Total Assets

    815,703,476  
         

LIABILITIES

       

Payables:

       

Investments purchased

    4,174,103  

Investment management fees (Note D)

    680,986  

Administration fees (Note D)

    63,270  

Directors’ fees and expenses

    56,736  

Other accrued expenses

    130,178  

Total Liabilities

    5,105,273  
         

NET ASSETS (applicable to 75,042,578 shares of common stock)

  $ 810,598,203  
         

NET ASSET VALUE PER SHARE ($810,598,203 ÷ 75,042,578)

  $ 10.80  
         

NET ASSETS CONSISTS OF

       

Common stock, $0.001 par value; 75,042,578 shares issued and outstanding (200,000,000 shares authorized)

  $ 75,043  

Paid-in capital

    667,541,567  

Accumulated earnings

    142,981,593  

Net assets applicable to shares outstanding

  $ 810,598,203  

 

 

See accompanying notes to financial statements.

 

 

7

 

 

 

 

Cornerstone Strategic Value Fund, Inc.
Statement of Operations
– for the Year Ended December 31, 2019

 

 

INVESTMENT INCOME

       

Income:

       

Dividends

  $ 16,682,970  
         

Expenses:

       

Investment management fees (Note D)

    8,048,500  

Administration fees (Note D)

    406,940  

Directors’ fees and expenses

    226,350  

Proxy solicitation costs (Note D)

    138,460  

Custodian fees

    106,840  

Printing

    94,025  

Legal and audit fees

    80,187  

Transfer agent fees

    42,472  

Insurance

    21,307  

Stock exchange listing fees

    14,936  

Miscellaneous

    28,542  

Total Expenses

    9,208,559  

Expenses reimbursed by the investment manager (Note D)

    (138,460 )

Net Expenses

    9,070,099  
         

Net Investment Income

    7,612,871  
         

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS

       

Net realized gain from investments

    34,552,654  

Long-term capital gain distributions from regulated investment companies

    4,690,177  

Net change in unrealized appreciation in value of investments

    156,284,764  

Net realized and unrealized gain on investments

    195,527,595  
         

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

  $ 203,140,466  

 

 

See accompanying notes to financial statements.

 

8

 

 

 

 

 

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

 

 

   

For the Years Ended December 31,

 
   

2019

     

2018

 
                   

INCREASE IN NET ASSETS

                 

Operations:

                 

Net investment income

  $ 7,612,871       $ 5,947,289  

Net realized gain from investments

    39,242,831         12,864,777  

Net change in unrealized appreciation in value of investments

    156,284,764         (76,990,603 )
                   

Net increase/(decrease) in net assets resulting from operations

    203,140,466         (58,178,537 )
                   

Distributions to stockholders (Note B):

                 

From earnings

    (45,786,447 )       (20,320,936 )

Return-of-capital

    (135,820,964 )       (138,304,539 )
                   

Total distributions to stockholders

    (181,607,411 )       (158,625,475 )
                   

Common stock transactions:

                 

Proceeds from rights offering of 0 and 26,784,596 shares of newly issued common stock, respectively

            360,520,662  

Offering expenses associated with rights offering

            (206,768 )

Proceeds from 2,459,095 and 2,015,486 shares newly issued in reinvestment of dividends and distributions, respectively

    26,829,518         24,704,662  

Payments for 0 and 240,374 shares repurchased, respectively

            (2,417,580 )
                   

Net increase in net assets from common stock transactions

    26,829,518         382,600,976  
                   

Total increase in net assets

    48,362,573         165,796,964  
                   

NET ASSETS

                 

Beginning of year

    762,235,630         596,438,666  

End of year

  $ 810,598,203       $ 762,235,630  

 

 

 

See accompanying notes to financial statements.

 

 

9

 

 

 

 

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 year indicated. This information has been derived from information provided in the financial statements and market price data for the Fund’s shares.

 

 

   

For the Years Ended December 31,

 
   

2019

   

2018

   

2017

   

2016

   

2015

 

PER SHARE OPERATING PERFORMANCE

                                       

Net asset value, beginning of year

  $ 10.50     $ 13.55     $ 13.24     $ 15.11     $ 20.54  

Net investment income #

    0.10       0.11       0.15       0.23       0.17  

Net realized and unrealized gain/(loss) on investments

    2.66       (0.85 )     2.65       1.01       (1.18 )

Net increase/(decrease) in net assets resulting from operations

    2.76       (0.74 )     2.80       1.24       (1.01 )
                                         

Dividends and distributions to stockholders:

                                       

Net investment income

    (0.10 )     (0.11 )     (0.13 )     (0.22 )     (0.17 )

Net realized capital gains

    (0.52 )     (0.26 )     (1.29 )     (0.71 )     (0.44 )

Return-of-capital

    (1.84 )     (2.47 )     (1.37 )     (2.47 )     (3.81 )

Total dividends and distributions to stockholders

    (2.46 )     (2.84 )     (2.79 )     (3.40 )     (4.42 )
                                         

Common stock transactions:

                                       

Anti-dilutive effect due to shares issued:

                                       

Rights offering

          0.53       0.30       0.29        

Reinvestment of dividends and distributions

    0.00 +      0.00 +      0.00 +      0.00 +      0.00 + 

Common stock repurchases

          0.00 +                   

Total common stock transactions

    0.00 +      0.53       0.30       0.29       0.00 + 
                                         

Net asset value, end of year

  $ 10.80     $ 10.50     $ 13.55     $ 13.24     $ 15.11  

Market value, end of year

  $ 11.21     $ 11.18     $ 15.47     $ 15.17     $ 15.66  

Total investment return (a)

    25.42 %     (9.44 )%     25.48 %     23.73 %     0.21 %
                                         

RATIOS/SUPPLEMENTAL DATA

                                       

Net assets, end of year (000 omitted)

  $ 810,598     $ 762,236     $ 596,439     $ 380,024     $ 323,477  

Ratio of net expenses to average net assets(b)

    1.13 %(d)     1.14 %     1.20 %     1.25 %     1.31 %(e)

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

    0.95 %(d)     0.84 %     1.13 %     1.66 %     0.97 %(e)

Portfolio turnover rate

    45 %     58 %     81 %     88 %     88 %

 

 

#

Based on average shares outstanding.

 

+

Amount rounds to less than $0.01 per share.

 

(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)

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

 

(c)

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.

 

(d)

Includes the reimbursement of proxy solicitation costs by the investment manager. If these costs had not been reimbursed by the investment manager, the ratio of expenses to average net assets would have been 1.14%, annualized, for the year ended December 31, 2019.

 

(e)

Includes reorganization costs. Without these costs, the ratio of expenses to average net assets and the ratio of net investment income to average net assets would have been 1.22% and 1.06%, respectively, for the year ended December 31, 2015.

 

See accompanying notes to financial statements.

 

10

 

 

 

 

 

Cornerstone Strategic Value Fund, Inc.
Notes to Financial Statements

 

 

NOTE A. ORGANIZATION

 

Cornerstone Strategic Value Fund, Inc. (the “Fund” or “CLM”) 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. As an investment company, the Fund follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, “Financial Services–Investment Companies.”

 

NOTE B. SIGNIFICANT ACCOUNTING POLICIES

 

Management Estimates: 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, LLC (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 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 December 31, 2019, 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 year ended December 31, 2019, 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

 

 

11

 

 

 

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

 

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 December 31, 2019, 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 2016 through 2018, and for the year ended December 31, 2019. 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 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.

 

12

 

 

 

 

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

 

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.

 

The following is a summary of the inputs used as of December 31, 2019 in valuing the Fund’s investments carried at value:

 

Valuation Inputs

 

Investments
in Securities

   

Other
Financial
Instruments
*

 

Level 1 – Quoted Prices

               

Equity Securities

  $ 802,215,718     $  

Short-Term Investment

    10,162,568        

Level 2 – Other Significant Observable Inputs

           

Level 3 – Significant Unobservable Inputs

           

Total

  $ 812,378,286     $  

 

 

*

Other financial instruments include futures, forwards and swap contracts, if any.

 

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

 

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 December 31, 2019.

 

On October 13, 2016, the Securities and Exchange Commission (the “SEC”) adopted new rules and forms and amended existing rules and forms which are intended to modernize and enhance the reporting and disclosure of information by registered investment companies and to improve the quality of information

 

 

13

 

 

 

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

 

that funds provide to investors. The compliance dates of the new forms was April 2019 for larger fund groups and is April 2020 for smaller fund groups.

 

NOTE D. AGREEMENTS WITH AFFILIATES

 

At December 31, 2019, certain officers of the Fund are also officers of Cornerstone or Ultimus Fund Solutions, LLC (“Ultimus”). 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 year ended December 31, 2019, Cornerstone and the former investment manager earned $8,048,500 for investment management services.

 

At the Fund’s annual meeting of stockholders held on April 16, 2019, stockholders of the Fund approved a new investment agreement with Cornerstone Advisors Asset Management LLC. The new investment management agreement for the Fund became effective May 1, 2019. Effective June 25, 2019, as disclosed in the proxy statement dated March 1, 2019, the investment manager changed its name to Cornerstone Advisors, LLC. For the year ended December 31, 2019, Cornerstone reimbursed the Fund $138,460 for proxy solicitation costs as disclosed in the proxy statement.

 

Fund Accounting and Administration Agreement

 

Under the fund accounting and administration agreement with the Fund, Ultimus is responsible for generally managing the administrative affairs of the Fund, including supervising the preparation of reports to stockholders, reports to and filings with the SEC and materials for meetings of the Board. Ultimus is also responsible for calculating the net asset value per share and maintaining the financial books and records of the Fund. Ultimus is entitled to receive a fee in accordance with the agreements. For the year ended December 31, 2019, Ultimus earned $406,940 as fund accounting agent and administrator.

 

NOTE E. INVESTMENT IN SECURITIES

 

For the year ended December 31, 2019, purchases and sales of securities, other than short-term investments, were $359,015,990 and $500,295,365, respectively.

 

NOTE F. SHARES OF COMMON STOCK

 

The Fund has 200,000,000 shares of common stock authorized and 75,042,578 shares issued and outstanding at December 31, 2019. Transactions in common stock for the year ended December 31, 2019 were as follows:

 

Shares at beginning of year

    72,583,483  

Shares issued in reinvestment of dividends and distributions

    2,459,095  

Shares at end of year

    75,042,578  

 

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 years ended December 31, 2019 and 2018 was as follows:

 

 

 

2019

   

2018

 

Ordinary Income

  $ 8,440,498     $ 5,947,289  

Long-Term Capital Gains

    37,345,949       14,373,647  

Return-of-Capital

    135,820,964       138,304,539  

Total Distributions

  $ 181,607,411     $ 158,625,475  

 

14

 

 

 

 

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

 

At December 31, 2019, the components of accumulated earnings on a tax basis for the Fund were as follows:

 

Net unrealized appreciation

  $ 142,981,593  

Total accumulated earnings

  $ 142,981,593  

 

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, 2019.

 

The following information is computed on a tax basis for each item as of December 31, 2019:

 

Cost of portfolio investments

  $ 669,396,693  

Gross unrealized appreciation

  $ 148,249,314  

Gross unrealized depreciation

    (5,267,721 )

Net unrealized appreciation

  $ 142,981,593  

 

The difference between book-basis and tax-basis unrealized appreciation is attributable to the tax deferral of losses on wash sales.

 

 

15

 

 

 

Report of Independent Registered Public Accounting Firm

 

To the Stockholders and Board of Directors
of Cornerstone Strategic Value Fund, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of assets and liabilities of Cornerstone Strategic Value Fund, Inc. (the “Fund”), including the schedule of investments, as of December 31, 2019, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and financial highlights for each of the five years in the period then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Cornerstone Strategic Value Fund, Inc. as of December 31, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We have served as the Fund’s auditor since 2002.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2019 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

 

 

 

TAIT, WELLER & BAKER LLP

 

Philadelphia, Pennsylvania
February 14, 2020

 

16

 

 

 

 

2019 Tax Information (unaudited)

 

This notification along with Form 1099-DIV reflects the amount to be used by calendar year taxpayers on their U.S. federal income tax returns. As indicated in this notice, a portion of the Fund’s distributions for 2019 were comprised of a return-of-capital; accordingly these distributions do not represent yield or investment return on the Fund’s portfolio.

 

SOURCES OF DIVIDENDS AND DISTRIBUTIONS
(Per Share Amounts)

Payment Dates:

 

1/31/2019

   

2/28/2019

   

3/29/2019

   

4/30/2019

   

5/31/2019

   

6/28/2019

 

Ordinary Income (1)

  $ 0.0096     $ 0.0096     $ 0.0096     $ 0.0096     $ 0.0096     $ 0.0096  

Return-of-Capital (2)

    0.1535       0.1535       0.1535       0.1535       0.1535       0.1535  

Capital Gain (3)

    0.0422       0.0422       0.0422       0.0422       0.0422       0.0422  

Total

  $ 0.2053     $ 0.2053     $ 0.2053     $ 0.2053     $ 0.2053     $ 0.2053  
                                                 

Payment Dates:

 

7/31/2019

   

8/30/2019

   

9/30/2019

   

10/31/2019

   

11/29/2019

   

12/31/2019

 

Ordinary Income (1)

  $ 0.0096     $ 0.0096     $ 0.0096     $ 0.0096     $ 0.0096     $ 0.0096  

Return-of-Capital (2)

    0.1535       0.1535       0.1535       0.1535       0.1535       0.1535  

Capital Gain (3)

    0.0422       0.0422       0.0422       0.0422       0.0422       0.0422  

Total

  $ 0.2053     $ 0.2053     $ 0.2053     $ 0.2053     $ 0.2053     $ 0.2053  

 

 

Notes:

 

 

(1)

Ordinary Income Dividends – This is the total per share amount of ordinary income dividends and short-term capital gain distributions (if applicable) included in the amount reported in Box 1a on Form 1099-DIV.

 

 

(2)

Return-of-Capital – This is the per share amount of return-of-capital, or sometimes called nontaxable, distributions reported in Box 3 – under the title “Nondividend distributions” – on Form 1099-DIV. This amount should not be reported as taxable income on your current return. Rather, it should be treated as a reduction in the original cost basis of your investment in the Fund.

 

 

(3)

Capital Gains Distributions – This is the total per share amount of capital gain distribution included in the amount reported in Box 2a on Form 1099-DIV.

 

The Fund has met the requirements to pass through 100% of its ordinary income dividends as qualified dividends, which are subject to a maximum federal tax rate of 23.8% (20% qualified dividends maximum long-term capital gain rate plus 3.8% Medicare tax). This is reported in Box 1b on Form 1099-DIV. Ordinary income dividends should be reported as dividend income on Form 1040. Please note that to utilize the lower tax rate for qualifying dividend income, stockholders generally must have held their shares in the Fund for at least 61 days during the 121 day period beginning 60 days before the ex-dividend date.

 

Long-term capital gain distributions arise from gains on securities held by the Fund for more than one year. They are subject to a maximum federal rate of 20% (23.8%, reflecting 3.8% Medicare tax on income exceeding certain threshold amounts).

 

Foreign stockholders will generally be subject to U.S. withholding tax on the amount of the actual ordinary income dividend paid by the Fund.

 

In general, distributions received by tax-exempt recipients (e.g., IRA’s and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.

 

Stockholders are strongly advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.

 

 

17

 

 

 

Additional Information Regarding the Fund’s Directors and Corporate Officers (unaudited)

 

Name and
Address
*
(Birth Date)

Position(s)
Held with Fund

Principal Occupation
over Last 5 Years

Position
with Fund
Since

Ralph W. Bradshaw**
(Dec. 1950)

Chairman of the Board of Directors and President

President of Cornerstone Advisors, LLC; President of Cornerstone Advisors Asset Management LLC (May 1, 2019 - June 24, 2019); President of Cornerstone Advisors, Inc. (2001 – April 30, 2019); Financial Consultant; President and Director of Cornerstone Total Return Fund, Inc.

2001

Robert E. Dean
(Apr. 1951)

Director; Audit, Nominating and Corporate Governance Committee Member

Director, National Bank Holdings Corp.; Director of Cornerstone Total Return Fund, Inc.

2014

Marcia E. Malzahn

(Apr. 1966)

Director; Audit, Nominating and Corporate Governance Committee Member

President and Founder of Malzahn Strategic; President-Elect of National Speakers Association, Minnesota Chapter; Director of Cornerstone Total Return Fund, Inc.

2019

Matthew W. Morris

(May 1971)

Director; Audit, Nominating and Corporate Governance Committee Member

Director of Stewart Information Services Corporation, Director of Cornerstone Total Return Fund, Inc.

2017

Scott B. Rogers
(July 1955)

Director; Audit, Nominating and Corporate Governance Committee Member

Chief Executive Office, Asheville Buncombe Community Christian Ministry (“ABCCM”); President, ABCCM Doctor’s Medical Clinic; Director, Faith Partnerships Incorporated; Member of North Carolina’s Council on Homelessness (from July 2014); Director of Cornerstone Total Return Fund, Inc.

2001

Andrew A. Strauss
(Nov. 1953)

Director; Chairman of Nominating and Corporate Governance Committee and Audit Committee Member

Attorney and senior member of Strauss Attorneys PLLC, Attorneys; Director of Deerfield Charitable Foundation; Director of Cornerstone Total Return Fund, Inc.

2001

 

18

 

 

 

 

Additional Information Regarding the Fund’s Directors and Corporate Officers (unaudited) (concluded)

 

Name and
Address
*
(Birth Date)

Position(s)
Held with Fund

Principal Occupation
over Last 5 Years

Position
with Fund
Since

Glenn W. Wilcox, Sr.
(Dec. 1931)

Director; Chairman of Audit Committee, Nominating and Corporate Governance Committee Member

Chairman of the Board of Tower Associates, Inc.; Chairman of the Board of Wilcox Travel Agency, Inc.; Chairman of the Board, Blue Ridge Printing Co., Inc. (from January 2019); Director of Champion Industries, Inc.; Director of Cornerstone Total Return Fund, Inc.

2001

Rachel L. McNabb
(April 1980)

Chief Compliance Officer

Chief Financial Officer of Cornerstone Advisors, LLC (from August 2019); Chief Compliance Officer of Cornerstone Advisors, LLC (from June 25, 2019); Chief Compliance Officer of Cornerstone Advisors Asset Management LLC (May 1, 2019 - June 24, 2019); Chief Compliance Officer of Cornerstone Advisors, Inc. (2016 – April 30, 2019); Internal Audit Managing Senior of Camden Property Trust (2006 – 2015) ; Chief Compliance Officer of Cornerstone Total Return Fund, Inc.

2018

Hoyt M. Peters
(Sep. 1963)

Secretary and Assistant Treasurer

Vice President of Cornerstone Advisors, LLC (from June 25, 2019; Vice President of Cornerstone Advisors Asset Management LLC (May 1, 2019 - June 24, 2019); Vice President of Cornerstone Advisors, Inc. (January 2019 - April 24, 2019); Associate of Cornerstone Advisors, Inc. (June 2018 – December 2018); Vice President of AST Fund Solutions, LLC (2013–2018); Secretary of The Asia Pacific Fund, Inc. (2016–2018); Secretary and Assistant Treasurer of Cornerstone Total Return Fund, Inc.

2019, 2013

Theresa M. Bridge

(December 1969)

Treasurer (Principal Financial Officer)

Director of Financial Administration of Ultimus Fund Solutions, LLC; Treasurer of Cornerstone Total Return Fund, Inc. (since June 2018).

2018

 

 

*

The mailing address of each Director and/or Officer with respect to the Fund’s operation is 225 Pictoria Drive, Suite 450, Cincinnati, OH 45246.

 

 

**

Designates a director who is an “interested person” of the Fund as defined by the Investment Company Act of 1940, as amended. Mr. Bradshaw is an interested person of the Fund by virtue of his current position with the Investment Adviser of the Fund.

 

 

19

 

 

 

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 American 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 American 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 event more than 30 days after such date except where

 

20

 

 

 

 

Description of Dividend Reinvestment Plan (unaudited) (concluded)

 

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.

 

 

21

 

 

 

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 SEC, www.sec.gov.

 

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling toll-free (866) 668-6558, and on the SEC’s website at 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 www.sec.gov.

 

Summary of General Information (unaudited)

 

Cornerstone Strategic Value Fund, Inc. is a closed-end, diversified investment company whose shares trade on the NYSE American. 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, LLC.

 

Stockholder Information (unaudited)

 

The Fund is listed on the NYSE American (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.

 

22

 

 

 

 

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Cornerstone Strategic Value Fund, Inc.

 

 

 

 

Item 2. Code of Ethics.

 

As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. Pursuant to Item 13(a)(1), a copy of registrant’s code of ethics is filed as an exhibit to this Form N-CSR. During the period covered by this report, the code of ethics has not been amended, and the registrant has not granted any waivers, including implicit waivers, from the provisions of the code of ethics.

 

Item 3. Audit Committee Financial Expert.

 

The registrant's board of directors has determined that the registrant does not have an audit committee financial expert serving on its audit committee. The audit committee determined that, although none of its members meet the technical definition of an audit committee financial expert, the experience provided by each member of the audit committee together offer the registrant adequate oversight for the registrant's current level of financial complexity.

 

Item 4. Principal Accountant Fees and Services.

 

(a) Audit Fees. The aggregate fees billed for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $29,000 and $28,200 with respect to the registrant’s fiscal years ended December 31, 2019 and December 31, 2018, respectively.

 

(b) Audit-Related Fees. No fees were billed in either of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item.

 

(c) Tax Fees. The aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $6,100 and $5,900 with respect to the registrant’s fiscal years ended December 31, 2019 and December 31, 2018, respectively. The services comprising these fees are the preparation of the registrant’s federal income and excise tax returns.

 

(d) All Other Fees. Other fees billed were $0 and $1,600 with respect to the registrant’s fiscal years ended December 31, 2019 and December 31, 2018, respectively.

 

(e)(1) Before the principal accountant is engaged by the registrant to render (i) audit, audit-related or permissible non-audit services to the registrant or (ii) non-audit services to the registrant's investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant, either (a) the audit committee shall pre-approve such engagement; or (b) such engagement shall be entered into pursuant to pre-approval policies and procedures established by the audit committee. Any such policies and procedures must be detailed as to the particular service and not involve any delegation of the audit committee's responsibilities to the registrant's investment adviser. The audit committee may delegate to one or more of its members the authority to grant pre-approvals. The pre-approval policies and procedures shall include the requirement that the decisions of any member to whom authority is delegated under this provision shall be presented to the full audit committee at its next scheduled meeting. Under certain limited circumstances, pre-approvals are not required if certain de minimus thresholds are not exceeded, as such thresholds are determined by the audit committee in accordance with applicable Commission regulations.

 

(e)(2) None of the services described in paragraph (b) through (d) of this Item were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

 

 

(f) Less than 50% of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

 

(g) With respect to the fiscal years ended December 31, 2019 and December 31, 2018, aggregate non-audit fees of $6,100 and $7,500, respectively, were billed by the registrant’s principal accountant for services rendered to the registrant. No non-audit fees were billed in either of the last two fiscal years by the registrant's principal accountant for services rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.

 

(h) The principal accountant has not provided any non-audit services to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant.

 

Item 5. Audit Committee of Listed Registrants.

 

(a) The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities and Exchange Act of 1934. Glenn W. Wilcox, Sr., (Chairman), Robert E. Dean, Marcia E. Malzahn, Matthew W. Morris, Scott B. Rogers and Andrew A. Strauss are the members of the registrant's audit committee.

 

(b) Not applicable

 

Item 6. Schedule of Investments.

 

(a) Not applicable [schedule filed with Item 1]

 

(b) Not applicable

 

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

The registrant and Cornerstone Advisors, LLC, the registrant's investment adviser, share the same proxy voting policies and procedures. The proxy voting policies and procedures of the registrant and Cornerstone Advisors, LLC are attached as Exhibit 99.VOTEREG.

 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

(a)(1) All information included in this Item is as of the date of the filing of this Form N-CSR, unless otherwise noted.

 

Ralph W. Bradshaw is the portfolio manager of the registrant. Mr. Ralph W. Bradshaw has acted as portfolio manager since 2002. Mr. Ralph W. Bradshaw is President of Cornerstone Advisors, LLC and serves as President and Chairman of the Board of the registrant and Cornerstone Total Return Fund, Inc.

 

Joshua G. Bradshaw is a co-portfolio manager of the registrant. Mr. Joshua G. Bradshaw has acted as co-portfolio manager since 2018. Mr. Joshua G. Bradshaw is a Vice President of Cornerstone Advisors, LLC and serves as Assistant Secretary of the registrant and Cornerstone Total Return Fund, Inc.

 

 

 

Daniel W. Bradshaw is a co-portfolio manager of the registrant. Mr. Daniel W. Bradshaw has acted as co-portfolio manager since 2018. Mr. Daniel W. Bradshaw is a Vice President of Cornerstone Advisors, LLC and serves as Assistant Secretary of the registrant and Cornerstone Total Return Fund, Inc.

 

(a)(2) Messrs. Bradshaw manage one other closed-end registered investment company: Cornerstone Total Return Fund, Inc. As of December 31, 2019, net assets of Cornerstone Total Return Fund, Inc. were $415,559,619. Messrs. Bradshaw manage no accounts except for the registrant and Cornerstone Total Return Fund, Inc. Messrs. Bradshaw manage no accounts where the advisory fee is based on the performance of the account. No material conflicts of interest exist in connection with the co-portfolio managers’ management of the registrant's investments, on the one hand, and the investment of the other accounts included in response to this Item, on the other.

 

(a)(3) Compensation for each of Ralph W. Bradshaw, Joshua G. Bradshaw, and Daniel W. Bradshaw includes a fixed salary paid by Cornerstone Advisors, LLC plus his share of the profits of Cornerstone Advisors, LLC. The profitability of Cornerstone Advisors, LLC is primarily dependent upon the value of the assets of the registrant and other managed accounts. However, compensation is not directly based upon the registrant's performance or on the value of the registrant's assets.

 

(a)(4) The dollar range of equity securities in the registrant beneficially owned by each portfolio manager as of December 31, 2019 is as follows:

 

Ralph W. Bradshaw: $100,001-$500,000

Joshua G. Bradshaw: $1-$10,000

Daniel W. Bradshaw: $10,001-$50,000

 

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. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

The registrant does not engage in securities lending activities.

 

 

 

Item 13. 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

 

(a)(4) Change in the registrant’s independent public accountants. Not applicable

 

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

 

Exhibit 99.CODE ETH Code of Ethics
Exhibit 99.VOTEREG Proxy Voting Policies and Procedures
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 February 28, 2020    
       
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 February 28, 2020    
       
By (Signature and Title)* /s/ Theresa M. Bridge  
    Theresa M. Bridge, Treasurer and Principal Financial Officer  
       
Date February 28, 2020    

 

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

 

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