N-CSRS 1 fp0044984_ncsrs.htm

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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: June 30, 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 the 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
Value Fund, Inc.

 

Semi-Annual Report
June 30, 2019
(Unaudited)

 

 

 

 

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

Results of Annual Meeting of Stockholders

15

Investment Management Agreement Approval Disclosure

16

Description of Dividend Reinvestment Plan

19

Proxy Voting and Portfolio Holdings Information

21

Summary of General Information

21

Stockholder Information

21

 

 

Cornerstone Strategic Value Fund, Inc.
Portfolio Summary
– as of June 30, 2019 (unaudited)

 

SECTOR ALLOCATION

 

Sector

Percent of
Net Assets

Closed-End Funds

20.0

Information Technology

18.5

Health Care

12.4

Financials

10.3

Communication Services

8.8

Consumer Discretionary

8.6

Industrials

7.6

Consumer Staples

5.8

Energy

2.1

Utilities

2.1

Materials

1.3

Exchange-Traded Funds

1.3

Real Estate

0.9

Other

0.3

 

TOP TEN HOLDINGS, BY ISSUER

 

 

Holding

Sector

Percent of
Net Assets

1.

Microsoft Corporation

Information Technology

5.4

2.

Alphabet Inc. - Class C

Communication Services

3.6

3.

Amazon.com, Inc.

Consumer Discretionary

3.2

4.

JPMorgan Chase & Co.

Financials

2.5

5.

Adams Diversified Equity Fund, Inc.

Closed-End Funds

2.4

6.

General American Investors Company, Inc.

Closed-End Funds

2.2

7.

Berkshire Hathaway, Inc. - Class B

Financials

2.1

8.

Cisco Systems, Inc.

Information Technology

2.0

9.

Mastercard Incorporated - Class A

Information Technology

1.9

10.

Home Depot, Inc. (The)

Consumer Discretionary

1.9

 

 

1

 

 

Cornerstone Strategic Value Fund, Inc.
Schedule of Investments
– June 30, 2019 (unaudited)

 

Description

 

No. of
Shares

   

Value

 

EQUITY SECURITIES — 99.70%

CLOSED-END FUNDS — 19.97%

 

CORE — 6.41%

Adams Diversified Equity Fund, Inc.

    1,265,407     $ 19,550,537  

General American Investors Company, Inc.

    507,020       17,994,139  

Royce Micro-Cap Trust, Inc.

    303,886       2,497,943  

Royce Value Trust, Inc.

    492,193       6,851,327  

Source Capital, Inc.

    68,535       2,506,325  

Tri-Continental Corporation

    114,641       3,091,868  
              52,492,139  

CORPORATE DEBT BBB RATED — 0.26%

BlackRock Credit Allocation Income Trust

    167,044       2,166,568  
                 

DEVELOPED MARKET — 0.48%

Aberdeen Japan Equity Fund, Inc.

    11,055       77,385  

European Equity Fund, Inc. (The)

    14,304       126,161  

First Trust Dynamic Europe Equity Income Fund

    2,701       37,868  

Japan Smaller Capitalization Fund, Inc.

    183,499       1,561,576  

New Germany Fund, Inc. (The)

    52,109       738,906  

New Ireland Fund, Inc. (The) *

    66,227       594,056  

Swiss Helvetia Fund, Inc. (The) *

    99,643       787,180  
              3,923,132  

DIVERSIFIED EQUITY — 0.03%

Sprott Focus Trust, Inc.

    37,714       254,192  
                 

EMERGING MARKETS — 1.53%

Aberdeen Emerging Markets Equity Income Fund, Inc.

    48,444       354,126  

Central and Eastern Europe Fund, Inc.

    61,722       1,678,838  

China Fund, Inc. (The)

    33,670       681,481  

First Trust/Aberdeen Emerging Opportunity Fund

    3,817       53,667  

Herzfeld Caribbean Basin Fund, Inc. (The) *

    14,016       89,002  

India Fund, Inc. (The)

    41,900       891,632  

Mexico Equity & Income Fund, Inc. (The)

    13,134       145,787  

Mexico Fund, Inc. (The)

    158,785       2,183,294  

Morgan Stanley China A Share Fund, Inc.

    120,619       2,622,257  

Morgan Stanley India Investment Fund, Inc. *

    134,733       2,825,350  

Taiwan Fund, Inc. (The) *

    7,389       125,244  

Templeton Emerging Markets Fund

    58,321       880,647  
              12,531,325  

ENERGY MLP FUNDS — 0.28%

ClearBridge MLP and Midstream Fund Inc.

    43,093       514,961  

Cushing Energy Income Fund (The)

    20,140       140,376  

Kayne Anderson Midstream/Energy Fund, Inc.

    114,921       1,330,785  

Neuberger Berman MLP Income Fund Inc.

    38,617       290,014  
              2,276,136  

GENERAL BOND — 0.05%

Eaton Vance Limited Duration Income Fund

    34,862       441,017  
                 

 

See accompanying notes to financial statements.

 

2

 

 

 

 

 

Cornerstone Strategic Value Fund, Inc.
Schedule of Investments – June 30, 2019
(unaudited) (continued)

 

 

Description

 

No. of
Shares

   

Value

 

GLOBAL — 2.27%

Aberdeen Global Dynamic Dividend Fund

    157,299     $ 1,516,362  

Aberdeen Total Dynamic Dividend Fund

    996,457       8,310,452  

Clough Global Opportunities Fund

    157,737       1,474,841  

Delaware Enhanced Global Dividend and Income Fund

    120,258       1,190,554  

Gabelli Global Small and Mid Cap Value Trust (The)

    124,326       1,443,425  

GDL Fund (The)

    271,068       2,503,312  

John Hancock Tax-Advantaged Global Shareholder Yield Fund

    5,170       35,311  

Lazard World Dividend & Income Fund, Inc.

    9,897       98,475  

Royce Global Value Trust, Inc.

    185,341       1,955,348  

Voya Infrastructure, Industrials and Materials Fund

    7,006       87,225  
              18,615,305  

GLOBAL INCOME — 0.30%

BrandywineGLOBAL - Global Income Opportunities Fund Inc.

    206,252       2,419,336  
                 

HIGH YIELD LEVERAGED — 0.06%

Franklin Universal Trust

    71,018       519,852  
                 

INCOME & PREFERRED STOCK — 0.48%

Eagle Growth and Income Opportunities Fund

    100,049       1,536,753  

LMP Capital and Income Fund Inc.

    175,727       2,382,858  
              3,919,611  

NATURAL RESOURCES — 2.14%

Adams Natural Resources Fund, Inc.

    535,580       8,858,494  

BlackRock Energy and Resources Trust

    30,298       361,455  

BlackRock Resources & Commodities Strategy Trust

    946,868       7,745,380  

Cushing Renaissance Fund (The)

    27,082       381,856  

First Trust Energy Infrastructure Fund

    10,265       163,624  
              17,510,809  

OPTION ARBITRAGE/OPTIONS STRATEGIES — 2.02%

AllianzGI NFJ Dividend, Interest & Premium Strategy Fund

    888,523       11,017,685  

BlackRock Enhanced Global Dividend Trust

    379,123       4,067,990  

BlackRock Enhanced International Dividend Trust

    85,834       482,387  

Madison Covered Call & Equity Strategy Fund

    14,397       95,164  

Voya Asia Pacific High Dividend Equity Income Fund

    45,046       415,775  

Voya Global Equity Dividend and Premium Opportunity Fund

    52,008       339,092  

Voya International High Dividend Equity Income Fund

    13,749       80,707  
              16,498,800  

PACIFIC EX JAPAN — 0.09%

Korea Fund, Inc. (The)

    24,756       713,963  
                 

REAL ESTATE — 1.40%

Aberdeen Global Premier Properties Fund

    243,454       1,524,022  

 

 

See accompanying notes to financial statements.

 

 

3

 

 

 

 

Cornerstone Strategic Value Fund, Inc.
Schedule of Investments – June 30, 2019
(unaudited) (continued)

 

 

Description

 

No. of
Shares

   

Value

 

REAL ESTATE (continued)

CBRE Clarion Global Real Estate Income Fund

    1,018,594     $ 7,629,269  

RMR Real Estate Income Fund

    125,575       2,301,789  
              11,455,080  

SECTOR EQUITY — 1.43%

Gabelli Healthcare & WellnessRx Trust (The)

    252,758       2,661,542  

Nuveen Real Asset Income and Growth Fund

    383,240       6,488,253  

Tekla Healthcare Opportunities Fund

    142,674       2,542,451  
              11,692,246  

UTILITY — 0.74%

Duff & Phelps Global Utility Income Fund Inc.

    93,457       1,430,827  

Macquarie Global Infrastructure Total Return Fund Inc.

    193,850       4,586,491  
              6,017,318  

TOTAL CLOSED-END FUNDS

    163,446,829  
         

COMMUNICATION SERVICES — 8.84%

Alphabet Inc. - Class C *

    27,405       29,622,339  

Charter Communications, Inc. - Class A *

    12,000       4,742,160  

Comcast Corporation - Class A

    280,000       11,838,400  

Verizon Communications, Inc.

    250,000       14,282,500  

Walt Disney Company (The)

    85,000       11,869,400  
              72,354,799  

CONSUMER DISCRETIONARY — 8.63%

Amazon.com, Inc. *

    14,000       26,510,820  

AutoZone, Inc. *

    1,200       1,319,364  

Dollar General Corporation

    14,000       1,892,240  

Home Depot, Inc. (The)

    74,600       15,514,562  

Lowe’s Companies, Inc.

    30,000       3,027,300  

McDonald’s Corporation

    21,700       4,506,222  

NIKE, Inc. - Class B

    65,000       5,456,750  

Ross Stores, Inc.

    24,000       2,378,880  

Starbucks Corporation

    69,000       5,784,270  

TJX Companies, Inc. (The)

    80,000       4,230,400  
              70,620,808  

CONSUMER STAPLES — 5.83%

Costco Wholesale Corporation

    25,500       6,738,630  

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

    19,000       3,479,090  

General Mills, Inc.

    31,000       1,628,120  

PepsiCo, Inc.

    73,000       9,572,490  

Procter & Gamble Company (The)

    130,000       14,254,500  

Sysco Corporation

    32,500       2,298,400  

Walmart, Inc.

    88,000       9,723,120  
              47,694,350  

ENERGY — 2.10%

ConocoPhillips

    59,000       3,599,000  

Exxon Mobil Corporation

    145,636       11,160,087  

Kinder Morgan, Inc.

    117,400       2,451,312  
              17,210,399  

EXCHANGE-TRADED FUNDS — 1.26%

iShares Core S&P 500 ETF

    10,000       2,947,500  

SPDR S&P 500 ETF Trust

    25,000       7,325,000  
              10,272,500  

FINANCIALS — 10.29%

Aflac Incorporated

    39,000       2,137,590  

Allstate Corporation (The)

    18,000       1,830,420  

American Express Company

    32,000       3,950,080  

Aon plc

    12,000       2,315,760  

Bank of America Corporation

    403,300       11,695,700  

 

 

See accompanying notes to financial statements.

 

4

 

 

 

 

 

Cornerstone Strategic Value Fund, Inc.
Schedule of Investments – June 30, 2019
(unaudited) (continued)

 

 

Description

 

No. of
Shares

   

Value

 

FINANCIALS (continued)

BB&T Corporation

    42,000     $ 2,063,460  

Berkshire Hathaway, Inc. - Class B *

    80,000       17,053,600  

Charles Schwab Corporation (The)

    39,700       1,595,543  

Chubb Limited

    10,000       1,472,900  

Citigroup, Inc.

    107,000       7,493,210  

CME Group Inc.

    10,300       1,999,333  

Intercontinental Exchange, Inc.

    15,000       1,289,100  

JPMorgan Chase & Co.

    181,000       20,235,800  

Progressive Corporation (The)

    34,000       2,717,620  

SunTrust Banks, Inc.

    27,000       1,696,950  

U.S. Bancorp

    60,000       3,144,000  

Willis Towers Watson Public Limited Company

    8,000       1,532,320  
              84,223,386  

HEALTH CARE — 12.39%

Abbott Laboratories

    107,000       8,998,700  

Anthem, Inc.

    15,000       4,233,150  

Baxter International Inc.

    33,000       2,702,700  

Becton, Dickinson and Company

    3,000       756,030  

Boston Scientific Corporation *

    68,000       2,922,640  

Cigna Corporation

    19,354       3,049,223  

Edwards Lifesciences Corporation *

    11,000       2,032,140  

Eli Lilly and Company

    59,000       6,536,610  

HCA Healthcare, Inc.

    20,000       2,703,400  

Humana Inc.

    8,000       2,122,400  

IQVIA Holdings Inc. *

    10,000       1,609,000  

Johnson & Johnson

    105,700       14,721,896  

Medtronic Public Limited Company

    75,000       7,304,250  

Merck & Co., Inc.

    145,000       12,158,250  

Pfizer Inc.

    325,000       14,079,000  

Stryker Corporation

    19,000     3,906,020  

Thermo Fisher Scientific Inc.

    14,000       4,111,520  

UnitedHealth Group, Inc.

    25,000       6,100,250  

Zoetis, Inc.

    12,000       1,361,880  
              101,409,059  

INDUSTRIALS — 7.59%

Boeing Company (The)

    34,000       12,376,340  

Caterpillar Inc.

    27,000       3,679,830  

CSX Corporation

    54,000       4,177,980  

Cummins Inc.

    9,000       1,542,060  

Deere & Company

    21,000       3,479,910  

Fortive Corporation

    15,000       1,222,800  

Honeywell International Inc.

    24,000       4,190,160  

Ingersoll-Rand Public Limited Company

    13,000       1,646,710  

Lockheed Martin Corporation

    18,000       6,543,720  

Norfolk Southern Corporation

    19,000       3,787,270  

Republic Services, Inc.

    19,000       1,646,160  

Roper Technologies, Inc.

    6,000       2,197,560  

Union Pacific Corporation

    46,000       7,779,060  

United Parcel Service, Inc. - Class B

    49,000       5,060,230  

Waste Management, Inc.

    24,000       2,768,880  
              62,098,670  

INFORMATION TECHNOLOGY — 18.49%

Accenture plc - Class A

    34,000       6,282,180  

Apple Inc.

    67,000       13,260,640  

Automatic Data Processing, Inc.

    24,000       3,967,920  

Broadcom Inc.

    25,000       7,196,500  

Cisco Systems, Inc.

    299,000       16,364,270  

Fiserv, Inc. *

    25,000       2,279,000  

Intel Corporation

    286,500       13,714,755  

Intuit Inc.

    15,000       3,919,950  

 

 

See accompanying notes to financial statements.

 

 

5

 

 

 

 

Cornerstone Strategic Value Fund, Inc.
Schedule of Investments – June 30, 2019
(unaudited) (concluded)

 

 

Description

 

No. of
Shares

   

Value

 

INFORMATION TECHNOLOGY (continued)

Mastercard Incorporated - Class A

    60,000     $ 15,871,800  

Microsoft Corporation

    331,000       44,340,760  

Motorola Solutions, Inc.

    8,000       1,333,840  

Paychex, Inc.

    20,000       1,645,800  

Texas Instruments Incorporated

    44,000       5,049,440  

VeriSign, Inc. *

    7,000       1,464,120  

Visa, Inc. - Class A

    71,000       12,322,050  

Xilinx, Inc.

    20,000       2,358,400  
              151,371,425  

MATERIALS — 1.33%

Air Products and Chemicals, Inc.

    13,000       2,942,810  

Corteva, Inc. *

    20,431       604,145  

Dow Inc.

    20,431       1,007,453  

DuPont de Nemours, Inc.

    20,431       1,533,755  

Ecolab Inc.

    17,000       3,356,479  

Linde plc

    7,000       1,405,600  
              10,850,242  

REAL ESTATE — 0.94%

American Tower Corporation

    23,000       4,702,350  

Crown Castle International Corp.

    23,000       2,998,050  
              7,700,400  

UTILITIES — 2.04%

American Electric Power Company, Inc.

    28,000       2,464,280  

Dominion Energy, Inc.

    30,000       2,319,600  

DTE Energy Company

    12,000       1,534,560  

Exelon Corporation

    60,000       2,876,400  

NextEra Energy, Inc.

    18,000       3,687,480  

Sempra Energy

    15,000       2,061,600  

Xcel Energy Inc.

    30,000       1,784,700  
              16,728,620  

TOTAL EQUITY SECURITIES

       

(cost - $705,784,587)

    815,981,487  

RIGHTS — 0.00% (a)

Cushing Renaissance Fund (The), expires 7/18/2019* (cost $8,487)

    27,082       5,687  
                 

SHORT-TERM INVESTMENT — 0.29%

MONEY MARKET FUND — 0.29%

Fidelity Institutional Money Market Government Portfolio - Class I, 2.26% ^ (cost - $2,376,014)

    2,376,014       2,376,014  
                 

TOTAL INVESTMENTS — 99.99%

       

(cost - $708,169,088)

    818,363,188  
         

OTHER ASSETS IN EXCESS OF LIABILITIES — 0.01%

    97,654  
         

NET ASSETS — 100.00%

          $ 818,460,842  

 

 

*

Non-income producing security.

 

^

The rate shown is the 7-day effective yield as of June 30, 2019.

 

(a)

Percentage rounds to less than 0.01%.

 

See accompanying notes to financial statements.

 

6

 

 

 

 

 

Cornerstone Strategic Value Fund, Inc.
Statement of Assets and Liabilities
– June 30, 2019 (unaudited)

 

 

ASSETS

       

Investments, at value (cost – $708,169,088) (Notes B and C)

  $ 818,363,188  

Cash

    41,971  

Receivables:

       

Investments sold

    948,279  

Dividends

    498,616  

Prepaid expenses

    25,422  

Total Assets

    819,877,476  
         

LIABILITIES

       

Payables:

       

Investments purchased

    560,537  

Investment management fees (Note D)

    662,759  

Administration fees (Note D)

    66,155  

Directors’ fees and expenses

    55,721  

Other accrued expenses

    71,462  

Total Liabilities

    1,416,634  
         

NET ASSETS (applicable to 73,818,472 shares of common stock)

  $ 818,460,842  
         

NET ASSET VALUE PER SHARE ($818,460,842 ÷ 73,818,472)

  $ 11.09  
         

NET ASSETS CONSISTS OF

       

Common stock, $0.001 par value; 73,818,472 shares issued and outstanding (200,000,000 shares authorized)

  $ 73,818  

Paid-in capital

    709,193,302  

Accumulated earnings

    109,193,722  

Net assets applicable to shares outstanding

  $ 818,460,842  

 

 

See accompanying notes to financial statements.

 

 

7

 

 

 

 

Cornerstone Strategic Value Fund, Inc.
Statement of Operations
– for the Six Months Ended June 30, 2019 (unaudited)

 

 

INVESTMENT INCOME

       

Income:

       

Dividends

  $ 10,469,772  
         

Expenses:

       

Investment management fees (Note D)

    4,022,855  

Administration and fund accounting fees (Note D)

    203,065  

Proxy solicitation costs (Note D)

    138,460  

Directors’ fees and expenses

    112,867  

Custodian fees

    55,376  

Legal and audit fees

    50,397  

Printing

    46,553  

Transfer agent fees

    24,256  

Insurance

    10,357  

Stock exchange listing fees

    7,407  

Miscellaneous

    14,851  

Total Expenses

    4,686,444  

Expenses reimbursed by the investment manager (Note D)

    (138,460 )

Net Expenses

    4,547,984  
         

Net Investment Income

    5,921,788  
         

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS

       

Net realized gain from investments

    3,678,722  

Capital gain distributions from regulated investment companies

    194,332  

Net change in unrealized appreciation in value of investments

    122,745,333  

Net realized and unrealized gain on investments

    126,618,387  
         

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS

  $ 132,540,175  

 

 

See accompanying notes to financial statements.

 

8

 

 

 

 

 

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

 

 

   

For the Six
Months Ended
June 30, 2019
(Unaudited)

     

For the
Year Ended
December 31,
2018

 
                   

INCREASE IN NET ASSETS

                 

Operations:

                 

Net investment income

  $ 5,921,788       $ 5,947,289  

Net realized gain from investments

    3,873,054         12,864,777  

Net change in unrealized appreciation (depreciation) in value of investments

    122,745,333         (76,990,603 )
                   

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

    132,540,175         (58,178,537 )
                   

Distributions to stockholders (Note B):

                 

From earnings

    (8,974,027 )       (20,320,936 )

Return-of-capital

    (81,077,817 )       (138,304,539 )
                   

Total distributions to stockholders

    (90,051,844 )       (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 1,234,989 and 2,015,486 shares newly issued in reinvestment of dividends and distributions, respectively

    13,736,881         24,704,662  

Payments for 0 and 240,374 shares repurchased, respectively

            (2,417,580 )
                   

Net increase in net assets from common stock transactions

    13,736,881         382,600,976  
                   

Total increase in net assets

    56,225,212         165,796,964  
                   

NET ASSETS

                 

Beginning of period

    762,235,630         596,438,666  

End of period

  $ 818,460,842       $ 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 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,

   

For the Years Ended December 31,

 
   

2019
(Unaudited)

   

2018

   

2017

   

2016

   

2015

   

2014*

 

PER SHARE OPERATING PERFORMANCE

                                               

Net asset value, beginning of period

  $ 10.50     $ 13.55     $ 13.24     $ 15.11     $ 20.54     $ 22.72  

Net investment income #

    0.08       0.11       0.15       0.23       0.17       0.32  

Net realized and unrealized gain/(loss) on investments

    1.74       (0.85 )     2.65       1.01       (1.18 )     2.10  

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

    1.82       (0.74 )     2.80       1.24       (1.01 )     2.42  
                                                 

Dividends and distributions to stockholders:

                                               

Net investment income

    (0.08 )     (0.11 )     (0.13 )     (0.22 )     (0.17 )     (0.32 )

Net realized capital gains

    (0.04 )     (0.26 )     (1.29 )     (0.71 )     (0.44 )     (1.52 )

Return-of-capital

    (1.11 )     (2.47 )     (1.37 )     (2.47 )     (3.81 )     (2.76 )

Total dividends and distributions to stockholders

    (1.23 )     (2.84 )     (2.79 )     (3.40 )     (4.42 )     (4.60 )
                                                 

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  +     0.00  +

Common stock repurchases

          0.00  +                        

Total common stock transactions

    0.00  +     0.53       0.30       0.29       0.00  +     0.00  +
                                                 

Net asset value, end of period

  $ 11.09     $ 10.50     $ 13.55     $ 13.24     $ 15.11     $ 20.54  

Market value, end of period

  $ 11.64     $ 11.18     $ 15.47     $ 15.17     $ 15.66     $ 20.02  

Total investment return (a)

    16.22 %(b)     (9.44 )%     25.48 %     23.73 %     0.21 %     (6.29 )%
                                                 

RATIOS/SUPPLEMENTAL DATA

                                               

Net assets, end of period (000 omitted)

  $ 818,461     $ 762,236     $ 596,439     $ 380,024     $ 323,477     $ 168,287  

Ratio of net expenses to average net assets(c)

    1.13 %(d)(e)     1.14 %     1.20 %     1.25 %     1.31 %(f)     1.33 %

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

    1.47 %(d)     0.84 %     1.13 %     1.66 %     0.97 %(f)     1.47 %

Portfolio turnover rate

    24 %(b)     58 %     81 %     88 %     88 %     51 %

 

*

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

#

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)

Not annualized.

(c)

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

(d)

Annualized.

(e)

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 1.16%, annualized, for the six months ended June 30, 2019.

(f)

Includes reorganization costs. Without these costs, ratio of expenses to average net assets and 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.

(g)

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.

 

See accompanying notes to financial statements.

 

10

 

 

 

 

 

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

 

 

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 June 30, 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 six months ended June 30, 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
(unaudited) (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 June 30, 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 six months ended June 30, 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.

 

Managed Distribution Risk: Under the managed distribution policy, the Fund makes monthly distributions to stockholders at a rate that may include

 

12

 

 

 

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

 

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 June 30, 2019 in valuing the Fund’s investments carried at value:

 

Valuation Inputs

 

Investments
in Securities

   

Other
Financial
Instruments
*

 

Level 1 – Quoted Prices

               

Equity Securities

  $ 815,981,487     $  

Rights

    5,687        

Short-Term Investment

    2,376,014        

Level 2 – Other Significant Observable Inputs

           

Level 3 – Significant Unobservable Inputs

           

Total

  $ 818,363,188     $  

 

 

*

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 June 30, 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 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.

 

 

13

 

 

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

 

NOTE D. AGREEMENTS WITH AFFILIATES

 

At June 30, 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 six months ended June 30, 2019, Cornerstone and the former investment manager earned $4,022,855 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 six months ended June 30, 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 six months ended June 30, 2019, Ultimus earned $203,065 as fund accounting agent and administrator.

 

NOTE E. INVESTMENT IN SECURITIES

 

For the six months ended June 30, 2019, purchases and sales of securities, other than short-term investments, were $188,945,180 and $254,484,979, respectively.

 

NOTE F. SHARES OF COMMON STOCK

 

The Fund has 200,000,000 shares of common stock authorized and 73,818,472 shares issued and outstanding at June 30, 2019. Transactions in common stock for the six months ended June 30, 2019 were as follows:

 

Shares at beginning of period

    72,583,483  

Shares issued in reinvestment of dividends and distributions

    1,234,989  

Shares at end of period

    73,818,472  

 

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, 2018 for the Fund was ordinary income of $5,947,289, long-term capital gains of $14,373,647 and return of capital of $138,304,539.

 

At December 31, 2018, the components of accumulated deficit on a tax basis for the Fund were as follows:

 

Net unrealized depreciation

  $ (14,372,426 )

Total accumulated deficit

  $ (14,372,426 )

 

The following information is computed on a tax basis for each item as of June 30, 2019:

 

Cost of portfolio investments

  $ 709,169,465  

Gross unrealized appreciation

  $ 122,726,983  

Gross unrealized depreciation

    (13,533,260 )

Net unrealized appreciation

  $ 109,193,723  

 

14

 

 

 

Results of Annual Meeting of Stockholders (unaudited)

 

On April 16, 2019, the Annual Meeting of Stockholders of the Fund was held and the following matters were voted upon based on 72,812,780 shares of common stock outstanding on the record date of February 19, 2019:

 

 

(1)

To approve the election of two directors to hold office until the year 2022 Annual Meeting of Stockholders.

 

Name of
Directors

 

For

 

Withheld

Andrew A. Strauss

 

50,114,075

 

4,468,723

Glenn W. Wilcox, Sr.

 

50,052,040

 

4,530,758

 

 

(2)

To approve a new investment management agreement with Cornerstone Advisors Asset Management LLC.

 

For

 

Against

 

Abstain

36,772,085

 

1,410,950

 

729,855

 

 

15

 

 

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. Potential organization and ownership changes at the Investment Manager (the “Reorganization”) required that the Board also consider the approval of a new Investment Management Agreement (a “New Management Agreement”) between Cornerstone Advisors Asset Management LLC and the Fund. The most recent approval of the continuation of the Agreement and approval of the New Management Agreement occurred at an in-person meeting of the Board held on February 8, 2019. At the Fund’s annual meeting of stockholders held on April 16, 2019, stockholders of the Fund approved the New Management Agreement with Cornerstone Advisors Asset Management LLC. As disclosed in the Fund’s proxy statement dated March 1, 2019, upon completion of the Reorganization, Cornerstone Advisors Asset Management LLC changed its name to Cornerstone Advisors, LLC (the “New Investment Adviser”). This change was effective June 25, 2019.

 

The Board requested and received extensive materials and information from the Investment Manager and the New Investment Adviser to assist them in considering the approval of the continuance of the Agreement and approval of the New Management Agreement.

 

Fund counsel advised the Board regarding the duties and responsibilities related to consideration of the approval of the continuation of an investment management agreement. The materials provided by the Investment Manager to the Board described the services provided 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 and with respect to the use of managed distribution plans. The Board noted that at each quarterly Board meeting the Investment Manager provided quarterly reviews of the performance and services related to the Fund. The Board discussed the importance of the experience and knowledge of certain personnel at the Investment Manager with respect to managing the Fund’s monthly distribution program. The Board discussed the Investment Manager’s robust compliance program as well as its role in monitoring the performance of the Fund’s service providers. Additionally, the Board discussed the Investment Manager’s succession planning, staffing and disaster recovery planning. The Board also discussed their satisfaction with the results of previous rights offerings conducted by the Fund.

 

The Board next discussed a comparison of the Fund’s performance with comparable closed-end funds and a comparison of the Fund’s annual expense ratio and management fee with those of comparable closed-end funds. Additionally, the Investment Manager presented an analysis of its profitability based on its contractual relationship with the Fund, including specific references highlighting amounts paid to two entities affiliated with it for the performance of certain support services.

 

The Board meeting in executive session with Fund counsel, carefully evaluated the information provided by the Investment Manager and the New Investment Adviser, 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 was advised by independent legal counsel with respect to their deliberations and agreed that they had received sufficient information to make informed decisions.

 

Based on the Board’s review of the information requested and provided, consultation with Fund counsel and discussions with management of the Investment Manager and the New Investment Adviser, the Board determined that the approvals of the Agreement and the New Management Agreement were consistent with the best interests of the Fund and its stockholders. The Board determined that the renewal of the Agreement and the approval of

 

16

 

 

 

Investment Management Agreement Approval Disclosure (unaudited) (continued)

 

the New Management Agreement would enable the Fund to continue to receive high quality services at a cost that was appropriate, reasonable, and in the best interests of the Fund and its stockholders. The Board made their determination on the basis of the following factors, among others: (1) the structure of the New Investment Adviser and the reasons for Reorganization; (2) the effect of the Reorganization on the ongoing services provided to the Fund; (3) the stability and continuity of the Investment Manager’s and the New Investment Adviser’s management and key employees; (4) the post-Reorganization financial resources of the New Investment Adviser; (5) the nature, quality and extent of the services to be provided by the Investment Manager and the New Investment Adviser; (6) the cost to the Investment Manager and the New Investment Adviser for providing such services, with special attention to the New Investment Adviser’s potential profitability (and whether the New Investment Adviser may realize any economies of scale); (7) the direct and indirect benefits that may be received by the Investment Manager and the New Investment Adviser from its relationship with the Fund; and (8) comparative information as to the management fees, expense ratios and performance of other similarly situated closed-end investment companies. The Board also noted the quality and thoroughness of the materials provided by the Investment Manager and the New Investment Adviser. They discussed current staffing levels and adequacy of resources at the Investment Manager and at the New Investment Adviser as well as their succession plans. They also expressed their satisfaction with the investment management and growth of the Funds.

 

In reviewing the New Management Agreement, the Board considered the nature, extent and quality of the services that had been provided by the Investment Manager to the Fund and that are expected to be provided by the New Investment Adviser to the Fund following the completion of the Reorganization. The Board reviewed the terms of the New Management Agreement and noted that such terms were substantially identical to the terms of the Agreement, except for different execution and effective dates. The Board reviewed the New Investment Adviser’s investment approach for the Fund and its research process and concluded that these would be unchanged from those of the Investment Manager. The Board considered the resources of the New Investment Adviser and the personnel of the New Investment Adviser who provide investment management services to the Fund noting that that the portfolio managers would remain unchanged. They also reviewed the non-investment resources and personnel of the New Investment Adviser that are involved in the New Investment Adviser’s services to the Fund, including the New Investment Adviser’s compliance and administration resources and personnel.

 

The Board considered that the New Investment Adviser would continue to supervise and monitor the performance of the Fund’s service providers and would continue to provide the Fund with personnel (including Fund officers) and other resources that are necessary for the Fund’s business management and operations. The Board also considered that the New Investment Adviser would continue to provide those investment management and research services and resources to the Fund following the completion of the Reorganization.

 

The Board considered that the Reorganization would not have a material adverse impact on the nature, scope and overall quality of services provided to the Fund and its stockholders, including investment management, risk management, administrative, compliance and other services.

 

Based on these considerations, the Board concluded that the nature, extent and quality of services that the New Investment Adviser would provide to the Fund under the New Management Agreement would be satisfactory and consistent with the terms of the Agreement.

 

In considering the Fund’s anticipated performance under the New Management Agreement, the Board noted that they regularly reviewed and discussed throughout the year data prepared by the Investment Manager and information comparing the Fund’s performance. The Board also noted that

 

 

17

 

 

Investment Management Agreement Approval Disclosure (unaudited) (concluded)

 

they expect that the New Investment Adviser would continue to provide the same level of performance as the Investment Manager has provided the Fund in the past. The Board noted that the New Investment Adviser’s experience and expertise with respect to the Fund’s managed distribution program, the Fund’s historic premium to net asset value and the success of previously completed rights offerings were factors in their deliberations concerning the approval of the New Management Agreement. The Board also considered that the New Investment Adviser is in agreement with and committed to the ongoing distribution policy carried out by the Fund under the direction of the Fund’s Board of Directors.

 

The Board determined that the Agreement and New Management Agreement were consistent with the best interests of the Fund and its stockholders and enable and will continue to enable 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 Board members present in person at the meeting) approved the continuance of the Agreement and approved the New Management Agreement with respect to the Fund.

 

18

 

 

 

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

 

 

19

 

 

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.

 

20

 

 

 

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.

 

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.

 

 

21

 

 

Cornerstone Strategic Value Fund, Inc.

 

 

 

Item 2.Code of Ethics.

 

Not applicable

 

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 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.

 

Not applicable

 

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.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.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 August 28, 2019    
       
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 August 28, 2019    
       
By (Signature and Title)* /s/ Theresa M. Bridge  
    Theresa M. Bridge, Treasurer and
Principal Financial Officer
 
       
Date August 28, 2019    

 

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