EX-99.77B ACCT LTTR

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors

Cornerstone Strategic Value Fund, Inc.

New York, New York

In planning and performing our audit of the financial statements of Cornerstone Strategic Value Fund, Inc.,(the “Fund”), as of and for the year ended December 31, 2010, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered its internal control over financial reporting, including control activities for safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of Fund’s internal control over financial reporting.  Accordingly, we express no such opinion.

The management of the Fund is responsible for establishing and maintaining effective internal control over financial reporting.   In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls.   A fund’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.   A fund’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositio ns of the assets of the fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management and directors of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a fund’s assets that could have a material effect on the financial statements.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements.   Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.   A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the fund’s annual or interim financial statements will not be prevented or detected on a timely basis.

Our consideration of the Fund’s internal control over financial reporting was for the limited purpose described inthefirstparagraphandwould not necessarily disclose all deficiencies in internal control that might be material weaknesses under standards established by the Public Company Accounting Oversight Board (United States).   However, we noted no deficiencies in the Fund’s internal control over financial reporting and its operation, including controls for safeguarding securities, that we consider to be material weaknesses, as defined above, as of December 31, 2010.

This report is intended solely for the information and use of management, Shareholders and Board of Directors of Cornerstone Strategic Value Fund, Inc. and the Securities and Exchange Commission, and is not intended to be and should not be used by anyone other than these specified parties.

 

TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania

February 28, 2011

EX-99.77C VOTES

SUB-ITEM 77C:    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On July 20, 2010, the Annual Meeting of Stockholders of Cornerstone Strategic Value Fund, Inc. (the “Fund”) was held to (1) re-elect two Class III Directors until the 2013 Annual Meeting and (2) consider and vote upon an advisory proposal from the Board of Directors regarding the Fund’s Managed Distribution Plan.  The record date for the Annual Meeting was June 1, 2010, at which time there were 7,014,951 shares of common stock of the Fund outstanding.

(1) The stockholders of the Fund voted to re-elect each nominee as Director.  The votes cast with respect to each nominee were as follows:

	Number of Shares
Name of Class III Director	Affirmative	Withhold
Glenn W. Wilcox, Sr.	5,716,871	269,674
Andrew A. Strauss	5,731,909	254,637

(2) The results of the vote on the advisory proposal regarding the Fund’s Managed Distribution Plan were as follows:

		Number of Shares
		For	Abstain
(a)	No Managed Distribution Plan	221,354	510,331
(b)	A Low-Level Managed Distribution Plan	244,523	504,999
(c)	A High-Level Managed Distribution Plan	557,666	370,018