Edgar Filing: CORNERSTONE STRATEGIC VALUE FUND INC

CORNERSTONE STRATEGIC VALUE FUND, INC.
350 Jericho Turnpike, Suite 206
Jericho, NY 11753

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on April 16, 2012

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 16, 2012: THE NOTICE OF ANNUAL
MEETING OF STOCKHOLDERS AND PROXY STATEMENT ARE AVAILABLE ON THE INTERNET AT
WWW.PROXYVOTE.COM.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Meeting")
of Cornerstone Strategic Value Fund, Inc., a Maryland corporation (the "Fund"),
will be held at 11:30 a.m., eastern time, on April 16, 2012 at the Fifth Floor
Conference Room, One West Pack Square, Asheville, NC 28801, for the following
purposes:

1. To approve the election of one director to hold office until the year
2015 Annual Meeting of Stockholders (Proposal 1); and

2. To consider and vote upon such other matters as may properly come
before said Meeting or any adjournment or postponement thereof.

The Board of Directors has fixed the close of business on February 17, 2012 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, this Meeting or any adjournment or postponement thereof. The stock
transfer books will not be closed.

Copies of the Fund's most recent annual report may be ordered free of charge by
any stockholder by writing to the Fund, c/o Ultimus Fund Solutions, LLC, 350
Jericho Turnpike, Suite 206, Jericho, NY 11753, or by calling collect (513)
326-3597.

By Order of the Board of Directors

Gary A. Bentz
Secretary

Dated: February 29, 2012

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN, DATE,
SIGN AND MAIL THE ENCLOSED PROXY CARD IN THE ENCLOSED REPLY ENVELOPE. YOUR
PROMPT RESPONSE WILL HELP ASSURE A QUORUM AT THE MEETING.

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to you
and avoid the time and expense to the Fund involved in validating your vote if
you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.

3. Other Accounts: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of
registration. For example:

REGISTRATION

CORPORATE ACCOUNTS VALID SIGNATURE

(1) ABC Corp. ABC Corp. (by John Doe, Treasurer)
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp.c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee

TRUST ACCOUNTS

(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d/ 12/28/78 Jane B. Doe

CUSTODIAL OR ESTATE ACCOUNTS

(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA John B. Smith
(2) John B. Smith John B. Smith, Jr., Executor

CORNERSTONE STRATEGIC VALUE FUND, INC.
350 Jericho Turnpike, Suite 206
Jericho, NY 11753

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
to be held on April 16, 2012

GENERAL

This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Cornerstone Strategic Value Fund, Inc., a Maryland
corporation (the "Fund") for use at the Annual Meeting of Stockholders for the
year 2012 (the "Meeting") to be held 11:30 a.m., eastern time, on April 16, 2012
at the Fifth Floor Conference Room, One West Pack Square, Asheville, NC 28801,
and at any and all adjournments and postponements thereof. A form of proxy is
enclosed herewith. This Proxy Statement and the accompanying form of proxy are
being first mailed to stockholders of the Fund ("Stockholder(s)") on or about
February 29, 2012.

Any Stockholder who executes and delivers a proxy may revoke it by written
communication to the Secretary of the Fund at any time prior to its use or by
voting in person at the Meeting. Attendance by a Stockholder at the Meeting does
not, in itself, revoke a proxy. Unrevoked proxies will be voted in accordance
with the specifications thereon and, unless specified to the contrary, will be
voted FOR the election of Mr. Scott B. Rogers as the nominee for Class II
Director.

In general, abstentions and broker non-votes, as defined below, count for
purposes of obtaining a quorum but do not count as votes cast with respect to
any proposal requiring that the broker has discretion. With respect to a
proposal requiring the affirmative vote of a majority of the Fund's outstanding
shares of common stock, the effect of abstentions and broker non-votes is the
same as a vote against such proposal. Otherwise, abstentions and broker
non-votes have no effect on the outcome of a proposal. A broker non-vote is a
proxy from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote shares
on a particular matter with respect to which the broker or nominee does not have
discretionary voting power.

At least one-third of the Fund's Stockholders must be present at the Meeting in
person or by proxy to constitute a quorum for the transaction of business by the
Fund. In the event that a quorum is not present at the Meeting, the persons
named as proxies may propose one or more adjournments of the Meeting from time
to time. Any such adjournment will require the affirmative vote of a majority of
those shares represented at the Meeting in person or by proxy. The persons named
as proxies will vote those proxies which they are entitled to vote FOR or
AGAINST any such proposal in their discretion.

Your vote is being solicited by the directors of the Fund. The cost of
soliciting these proxies will be borne by the Fund. The Fund reimburses
brokerage firms and others for their expenses in forwarding proxy material to
the beneficial owners and soliciting them to execute proxies.

The directors and officers of the Fund and Ultimus Fund Solutions, LLC, the
administrator to the Fund (the "Administrator") may be involved in the
solicitation of proxies. The Fund does not reimburse such persons for the
solicitation of proxies.

The Fund expects that the solicitation will be primarily by mail, but also may
include telephone, electronic, oral or other means of communication. If the Fund
does not receive your proxy by a certain time, you may receive a telephone call
from a proxy soliciting agent asking you to vote. The cost of soliciting the
proxies will be borne by the Fund.

Only holders of the Fund's issued and outstanding shares of common stock of
record at the close of business on February 17, 2012 are entitled to notice of,
and to vote at, the Meeting. Each such holder is entitled to one vote per share
of common stock so held. The number of shares of common stock outstanding on
February 17, 2011 was 14,391,071. The Fund is a diversified, closed-end
management investment company.

Copies of the Fund's most recent annual report may be ordered free of charge to
any Stockholder by writing to the Fund, c/o Ultimus Fund Solutions, LLC, 350
Jericho Turnpike, Suite 206, Jericho, NY 11753, or by calling collect
(513)326-3597. This report is not to be regarded as proxy-soliciting material.

This Proxy Statement is first being mailed to Stockholders on or about February
29, 2012.

PROPOSAL NO. 1
ELECTION OF DIRECTOR

In accordance with the Fund's By-laws, the Fund's Board of Directors is divided
into three classes: Class I, Class II and Class III. Each class has a term of
three years and each year the term of office of one class expires. The effect of
these staggered terms is to limit the ability of other entities or persons to
acquire control of the Fund by delaying the replacement of a majority of the
Board of Directors.

At the Meeting, Stockholders will be asked to elect one Class II Director to
hold office until the year 2015 Annual Meeting of Stockholders or thereafter
until each of their respective successors is duly elected and qualified. The
term of office of the Class II Director, currently consisting of Mr. Scott B.
Rogers, will expire at the year 2015 Annual Meeting or thereafter until
his respective successor is duly elected and qualified. If elected, the
nominee has consented to serve as a Director of the Fund until his
successor is duly elected and qualified. The nominee was considered and
recommended by the Fund's Nominating and Corporate Governance Committee.

The persons named in the accompanying form of proxy intend to vote at the
Meeting (unless directed not to vote) FOR the election of this nominee. This
nominee has indicated that he will serve if elected, and the Board of Directors
has no reason to believe that the nominee named above will become
unavailable for election as a director, but if the nominee should be unable to
serve, the proxy will be voted for any other person determined by the persons
named in the proxy in accordance with their judgment.

The following table sets forth the name, address, birth date and principal
occupation of each of the nominee for election as Director:

NOMINEE

NAME POSITION(S) TERM OF PRINCIPAL NUMBER DIRECTORSHIPS
AND ADDRESS(1) WITH FUND OFFICE OCCUPATION OF PORTFOLIOS IN HELD BY NOMINEE
(BIRTH DATE) SINCE OVER PAST FUND COMPLEX FOR DIRECTOR OUTSIDE
5 YEARS OVERSEEN BY OF FUND COMPLEX*
DIRECTOR

Class II Non-Interested Nominee to serve until the Year 2015 Annual Meeting of Stockholders:

Scott B. Rogers Director; Audit, 2000 Director, Board of 3 None
(July 1955) Nominating and Health Partners
Corporate Inc.; Chief
Governance Executive Officer,
Committee Member Asheville Buncombe
Community
Christian
Ministry; and
President, ABCCM
Doctor's Medical
Clinic;
Director/Trustee
of Cornerstone
Total Return Fund,
Inc. and
Cornerstone
Progressive Return
Fund

(1) The mailing address of the Nominee with respect to Fund operations is 350
Jericho Turnpike, Suite 206, Jericho, NY 11753.

* As of December 31, 2011, the Fund Complex is comprised of the Fund,
Cornerstone Total Return Fund, Inc., and Cornerstone Progressive Return Fund,
all of which are managed by Cornerstone Advisors, Inc. the above
Nominee oversees all of the Funds in the Fund Complex.

REMAINING BOARD OF DIRECTORS

The following tables set forth the names, addresses, birth dates, and principal
occupations of each of the remaining Directors of the Fund.

Class I Non-Interested Director to serve until the Year 2014 Annual Meeting of Stockholders:

Edwin Meese III Director; Audit, 2001 Distinguished 3 None
(Dec. 1931) Nominating and Fellow, The
Corporate Heritage
Governance Foundation
Committee Member Washington D.C.;
Distinguished
Visiting Fellow at
the Hoover
Institution,
Stanford
University; Senior
Adviser,
Revelation L.P.;
Director/Trustee
of Cornerstone
Total Return Fund,
Inc. and
Cornerstone
Progressive Return
Fund

Class I Interested Director to serve until the Year 2014 Annual Meeting of Stockholders:

Ralph W. Bradshaw Chairman of the 1998 President, 3 None
(Dec. 1950)** Board of Directors Cornerstone
and President Advisors Inc.;
Financial
Consultant;
President and
Director/Trustee
of Cornerstone
Total Return Fund,
Inc. and
Cornerstone
Progressive Return
Fund

Class III Non-Interested Directors to serve until the Year 2013 Annual Meeting of Stockholders:

Glenn W. Wilcox, Director;Chairman 2000 Chairman of Tower 3 Director of
Sr.(Dec. 1931) of Audit Committee Associates, Inc.; Champion
and Nominating and Chairman of the Industries, Inc.
Corporate Board and Chief
Governance Executive Officer
Committee Member of Wilcox Travel
Agency, Inc.;
Director of Champion
Industries, Inc.;
Director/Trustee
of Cornerstone
Total Return Fund,
Inc. and
Cornerstone
Progressive Return
Fund

Andrew A. Director;Chairman 2000 Attorney and 3 None
Strauss of Nominating senior member of
(Nov. 1953) and Corporate Strauss &
Governance Committee Associates, P.A.,
and Audit Attorneys;
Committee Member Director/Trustee
of Cornerstone
Total Return Fund,
Inc. and
Cornerstone
Progressive Return
Fund

(1) The mailing address of each Nominee/Director with respect to Fund operations
is 350 Jericho Turnpike, Suite 206, Jericho, NY 11753.

* As of December 31, 2011, the Fund Complex is comprised of the Fund,
Cornerstone Total Return Fund, Inc. and Cornerstone Progressive Return Fund, all
of which are managed by Cornerstone Advisors, Inc. Each of the above Directors
oversee all of the Funds in the Fund Complex.

** Mr. Bradshaw is an "interested person" as defined in the Investment Company
Act of 1940 because of his affiliation with Cornerstone Advisors, Inc.

The Board believes that the significance of each Director's experience,
qualifications, attributes or skills is an individual matter (meaning that
experience that is important for one Director may not have the same value for
another) and that these factors are best evaluated at the Board level, with no
single Director, or particular factor, being indicative of the Board's
effectiveness. The Board determined that each of the Directors is qualified to
serve as a Director of the Fund based on a review of the experience,
qualifications, attributes and skills of each Director. In reaching this
determination, the Board has considered a variety of criteria, including, among
other things: character and integrity; ability to review critically, evaluate,
question and discuss information provided, to exercise effective business
judgment in protecting shareholder interests and to interact effectively with
the other Directors, the Investment Adviser, other service providers, counsel
and the independent registered accounting firm ("independent auditors"); and
willingness and ability to commit the time necessary to perform the duties of a
Director. Each Director's ability to perform his duties effectively is evidenced
by his experience or achievements in the following areas: management or board
experience in the investment management industry or companies or organizations
in other fields, educational background and professional training; and
experience as a Director of the Fund. In addition, the Board values the diverse
skill sets and experiences that each Director contributes. The Board considers
that its diversity as a whole is as a result of a combination of Directors who
are working in the private, as opposed to public, sector, those that are retired
from professional work and the various perspectives that each Director provides
as a result of his present experiences and his background. Information as of
December 31, 2011 discussing the specific experience, skills, attributes and
qualifications of each Director which led to the Board's determination that the
Director should serve in this capacity is provided below.

RALPH W. BRADSHAW. Mr. Bradshaw is co-founder of Cornerstone Advisors, Inc. and
has served as its President since its inception in 2001. He brings over 18 years
of extensive investment management experience and also formerly served as a
Director of several other closed-end funds. Prior to founding the Adviser, he
served in consulting and management capacities for registered investment
advisory firms specializing in closed-end fund investments. His experiences
included developing and implementing successful trading strategies with a
variety of underlying portfolios containing domestic and international equity
and fixed-income investments. In addition, he has been a financial consultant
and has held managerial positions or operated small businesses in several
industries. Mr. Bradshaw holds a B.S. in Chemical Engineering and an M.B.A. Mr.
Bradshaw provides the Board with effective business judgment and an ability to
interact effectively with the other Directors, as well as with the other service
providers, counsel and the Fund's independent auditor. Mr. Bradshaw commits a
significant amount of time to the Fund as a Director, in addition to in his
capacity as President of the Investment Adviser. The Board values his strong
moral character and integrity.

EDWIN MEESE III. Mr. Meese holds the Ronald Reagan Chair in Public Policy at The
Heritage Foundation and is also the Chairman of The Heritage Foundation's Center
for Legal and Judicial Studies. He is the former chairman of the governing board
of George Mason University in Virginia and serves on the board of several civic
and educational organizations. Previously, Mr. Meese served as the 75th Attorney
General of the United States and immediately prior to that as Counsellor to the
President of the United States for Ronald Reagan. Mr. Meese provides the Board
with effective business judgment and an ability to interact effectively with the
other Directors, as well as with the Investment Adviser, other service
providers, counsel and the Fund's independent auditor. Mr. Meese has
demonstrated a willingness to commit the time necessary to serve as an effective
Director. The Board values his strong moral character and integrity.

SCOTT B. ROGERS. Reverend Rogers has been the Executive Director of a regional
community ministry organization for over 30 years. In addition to the leadership
and management skills obtained through this work, he contributes a non-profit
perspective and community insight to the Board's discussions and deliberations,
which provides desirable diversity. Mr. Rogers provides the Board with effective
business judgment and an ability to interact effectively with the other
Directors, as well as with the Investment Adviser, other service providers,
counsel and the Fund's independent auditor. Mr. Rogers has demonstrated a
willingness to commit the time necessary to serve as an effective Director. The
Board values his strong moral character and integrity.

ANDREW A. STRAUSS. Mr. Strauss is an experienced attorney with a securities law
background. He currently manages a law firm specializing in estate planning,
probate and estate administration. In addition, Mr. Strauss served in an
executive capacity with a large public company for over nine years. He is a
graduate of the Wharton School of the University of Pennsylvania and Georgetown
University Law Center. Mr. Strauss provides the Board with effective business
judgment and an ability to interact effectively with the other Directors, as
well as with the Investment Adviser, other service providers, counsel and the
Fund's independent auditor. Mr. Strauss has demonstrated a willingness to commit
the time necessary to serve as an effective Director. The Board values his
strong moral character and integrity.

GLENN W. WILCOX, SR. Mr. Wilcox has been a business owner for over 55 years. He
has previous business experience in the real estate development, radio and oil
and gas exploration industries. He serves on the Board of Directors and Audit
Committee of another public company. From 1996 until 2004, Mr. Wilcox was a
member of the Board of Appalachian State University, and was Chairman of the
Board from 2001-2003. He has been a private investor in public equities for over
50 years. Mr. Wilcox provides the Board with effective business judgment and an
ability to interact effectively with the other Directors, as well as with the
Investment Adviser, other service providers, counsel and the Fund's independent
auditor. Mr. Wilcox has demonstrated a willingness to commit the time necessary
to serve as an effective Director. The Board values his strong moral character
and integrity.

Specific details regarding each Director's principal occupations during the past
five years are included in the table above. The summaries set forth above as to
the experience, qualifications, attributes and/or skills of the Directors do not
constitute holding out the Board or any Director as having any special expertise
or experience, and do not impose any greater responsibility or liability on any
such person or on the Board as a whole than would otherwise be the case.

The following table sets forth, for each Director, the aggregate dollar range of
equity securities owned of the Fund and of all Funds overseen by each Director
in the Fund Complex as of December 31, 2011. The information as to beneficial
ownership is based on statements furnished to the Fund by each Director.

NAME DOLLAR RANGE OF EQUITY SECURITIES AGGREGATE DOLLAR RANGE OF EQUITY IN
IN THE FUND ALL FUNDS OVERSEEN BY DIRECTORS IN
FUND COMPLEX

NON-INTERESTED DIRECTORS
Edwin Meese III 0 0
Scott B. Rogers 0 Over $100,000
Andrew A. Strauss 0 0
Glenn W. Wilcox Sr. $10,001-$50,000 $10,001-$50,000

INTERESTED DIRECTOR
Ralph W. Bradshaw $50,001-$100,000 Over $100,000

EXECUTIVE OFFICERS

In addition to Mr. Bradshaw, the current principal officers of the Fund are:

NAME AND ADDRESS (1)(BIRTH POSITION WITH FUND TERM OF OFFICE SINCE PRINCIPAL OCCUPATION OVER
DATE) PAST 5 YEARS

Gary A. Bentz Chief Compliance Officer; 2004, 2008, 2009 Chairman and Chief Financial
(June 1956) Secretary, and Assistant Officer of Cornerstone
Treasurer Advisors, Inc.; Financial
Consultant, C.P.A.; Chief
Compliance Officer,
Secretary, and Assistant
Treasurer of Cornerstone
Total Return Fund, Inc. and
Cornerstone Progressive
Return Fund

Theresa M. Bridge Treasurer 2012 Vice President and Mutual Fund
(December 1969) Controller of Ultimus Fund
Solutions, LLC (since September
2000)

(1) The officers' address with respect to Fund operations is the same as the
Fund's.

Under the federal securities laws, the Fund is required to provide to
Stockholders in connection with the Meeting information regarding compensation
paid to Directors by the Fund as well as by the various other U.S. registered
investment companies advised by the Fund's investment adviser during its prior
calendar year. The following table provides information concerning the
compensation paid during the year ended December 31, 2011, to each Director of
the Fund in his capacity solely as a Director of the Fund. This information does
not reflect any additional monies received for a named individual serving in any
other capacity to the Fund. Please note that the Fund has no bonus, profit
sharing, pension or retirement plans.

NAME OF DIRECTOR DIRECTOR SINCE AGGREGATE COMPENSATION FROM TOTAL COMPENSATION FROM FUND
FUND AND FUND COMPLEX* PAID TO
DIRECTOR

Glenn W. Wilcox, Sr. 2000 $20,000 $45,000
Andrew A. Strauss 2000 $20,000 $45,000
Edwin Meese III 2001 $20,000 $45,000
Scott B. Rogers 2000 $20,000 $45,000
Ralph W. Bradshaw 1998 0 0

* For compensation purposes, the Fund Complex refers to the Fund, Cornerstone
Total Return Fund, Inc. and Cornerstone Progressive Return Fund, all of which
were managed by Cornerstone Advisors, Inc. during the year ended December 31,
2011.

Director Transactions with Fund Affiliates. As of December 31, 2011, neither the
Independent Directors nor members of their immediate family owned securities
beneficially or of record in Cornerstone Advisors, Inc., or an affiliate of
Cornerstone Advisors, Inc. Furthermore, over the past five years, neither the
Independent Directors nor members of their immediate family have any direct or
indirect interest, the value of which exceeds $120,000, in Cornerstone Advisors,
Inc. or any of its affiliates. In addition, since the beginning of the last two
fiscal years, neither the Independent Directors nor members of their immediate
family have conducted any transactions (or series of transactions) or maintained
any direct or indirect relationship in which the amount involved exceeds
$120,000 and to which Cornerstone Advisors, Inc. or any affiliate thereof was a
party.

BOARD COMPOSITION AND LEADERSHIP STRUCTURE

The Board consists of five individuals, one of whom is an Interested Director.
The Chairman of the Board, Mr. Bradshaw, is the Interested Director and is the
President of the Fund, the President of the Investment Adviser, and is the
President and a director or trustee of Cornerstone Total Return Fund, Inc. and
Cornerstone Progressive Return Fund, respectively. The Board does not have a
lead independent director.

The Board believes that its structure facilitates the orderly and efficient flow
of information to the Directors from the Investment Adviser and other service
providers with respect to services provided to the Fund, potential conflicts of
interest that could arise from these relationships and other risks that the Fund
may face. The Board further believes that its structure allows all of the
Directors to participate in the full range of the Board's oversight
responsibilities. The Board believes that the orderly and efficient flow of
information and the ability to bring each Director's talents to bear in
overseeing the Fund's operations is important, in light of the size and
complexity of the Fund and the risks that the Fund faces. The Board and its
committees review their structure regularly, to help ensure that it remains
appropriate as the business and operations of the Fund and the environment in
which the Fund operates changes.

Currently, the Board has an Audit Committee and a Nominating and Corporate
Governance Committee. The responsibilities of each committee and its members are
described below. Each of the Directors attended at least seventy-five (75%)
percent of the five (5) meetings of the Board of Directors and the four (4)
meetings of its committees (including regularly scheduled and special meetings)
held during the period for which he was a member. The Board does not have a
policy regarding Directors' attendance at the annual stockholders meeting, but
all are invited to attend. Last year, two Directors attended the annual meeting.

THE AUDIT COMMITTEE

The Fund has a standing Audit Committee (the "Committee"), which is comprised of
Messrs. Wilcox, Sr., Meese, Rogers and Strauss, all of whom are
directors who are not interested persons of the Fund, as such term is defined in
Section 2(a)(19) of the Investment Company Act. The Committee has a written
charter. The principal functions of the Audit Committee include but are not
limited to, (i) the oversight of the accounting and financial reporting
processes of the Fund and its internal control over financial reporting; (ii)
the oversight of the quality and integrity of the Fund's financial statements
and the independent audit thereof; and (iii) the approval, prior to the
engagement of, the Fund's independent registered public accounting firm and, in
connection therewith, to review and evaluate the qualifications, independence
and performance of the Fund's independent registered public accounting firm. The
Audit Committee convened four (4) times during the 2011 calendar year.

The Audit Committee currently does not have an Audit Committee Financial Expert,
as such term is defined in Section 407 of the Sarbanes-Oxley Act of 2002.
Rather, the Audit Committee members believe that each of their individual
experiences provide the Audit Committee with sufficient experience and expertise
to allow them to perform their duties as members of the Audit Committee.

THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

The Fund has a standing Nominating and Corporate Governance Committee (the
"Committee"), which is comprised of Messrs. Wilcox, Sr., Strauss, Rogers,
and Meese, all of whom are directors who are not interested persons of the
Fund, as such term is defined in Section 2(a)(19) of the Investment Company Act.
The Committee has a written charter. In addition to its responsibility to
oversee the corporate governance of the Fund, the Committee is appointed to
identify and select qualified candidates that have exhibited strong decision
making ability, substantial business experience, relevant knowledge of the
investment company industry (including closed-end funds), skills or
technological expertise and exemplary personal integrity and reputation. In
addition, the Committee seeks candidates that have experience and knowledge
involving all of the service providers of a registered investment company.

The Committee will consider all nominees recommended by Stockholders of the
Fund, so long as Stockholders send their recommendations in writing to the
Secretary of the Fund in a manner consistent with the Fund's By-laws. The
Committee will seek candidates for the Board that have exhibited strong
decision-making ability, substantial business experience, relevant knowledge,
skills r technological expertise, and exemplary personal integrity and
reputation. Specifically, the Committee assesses all director nominees taking
into account several factors, including, but not limited to, issues such as the
current needs of the Board and the nominee's: (i) integrity, honesty, and
accountability; (ii) successful leadership experience and strong business
acumen; (iii) forward-looking, strategic focus; (iv) collegiality; (v)
independence and absence of conflicts of interests; and (vi) ability to devote
necessary time to meet director responsibilities. The Committee does not have a
policy with regard to considering diversity when identifying candidates for
election, but would expect to consider racial, gender and professional
experience diversity when identifying future candidates. The Committee will
ultimately recommend nominees that it believes will enhance the Board's ability
to oversee, in an effective manner, the affairs and business of the Fund. The
Committee will consider and evaluate Stockholder-recommended candidates by
applying the same criteria used to evaluate director-recommended candidates. The
deadline for submitting a Stockholder proposal for inclusion in the Fund's proxy
statement and proxy for the Fund's 2013 annual meeting of stockholders pursuant
to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, is November
1, 2012. Stockholders wishing to submit proposals or director nominations that
are to be included in such proxy statement and proxy must deliver notice to the
Secretary at the principal executive offices of the Fund no later than the close
of business on November 1, 2012. Stockholders are also advised to review the
Fund's By-laws, which contain additional requirements with respect to advance
notice of Stockholder proposals and director nominations.

In 2012, the Committee met and discussed the nomination of the Class II Director
of the Fund for the 2012 Annual Meeting of Stockholders. The Nominee was
recommended by the Committee, composed of the non-interested Directors. The
Nominating and Corporate Governance Committee convened four (4) times during the
2011 calendar year.

BOARD'S ROLE IN RISK OVERSIGHT OF THE FUND

The Board oversees risk management for the Fund directly and, as to certain
matters, through its Audit and Nominating and Corporate Governance Committees.
The Board exercises its oversight in this regard primarily through requesting
and receiving reports from and otherwise working with the Fund's senior officers
(including the Fund's Chief Compliance Officer), portfolio management personnel
of the Adviser, the Fund's independent auditors, legal counsel and personnel
from the Fund's other service providers. The Board has adopted, on behalf of the
Fund, and periodically reviews with the assistance of Fund personnel, policies
and procedures designed to address certain risks associated with the Fund's
activities. In addition, the Adviser and the Fund's other service providers also
have adopted policies, processes and procedures designed to identify, assess and
manage certain risks associated with the Fund's activities, and the Board
receives reports from service providers with respect to the operation of these
policies, processes and procedures as required and/or as the Board deems
appropriate. The Board does not believe that a separate Risk Oversight Committee
is necessary for effective risk oversight at this time, but intends to
continuously evaluate how it assesses risk and consider whether any changes to
the current structure are prudent.

REQUIRED VOTE

Directors are elected by a plurality (a simple majority of the votes cast at a
meeting) of the votes cast by the holders of shares of common stock of the Fund
present in person or represented by proxy at a meeting with a quorum present.
For purposes of the election of Directors, abstentions and broker non-votes will
be counted as shares present for quorum purposes, may be considered votes cast,
and may affect the plurality vote required for Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE ELECTION
OF MR. SCOTT B. ROGERS AS CLASS II DIRECTOR OF THE FUND.

AUDIT COMMITTEE REPORT

In 2012, the Audit Committee met with the Fund's Administrator, Ultimus
Fund Solutions, LLC, and the Fund's independent registered public
accounting firm, Tait, Weller & Baker LLP, to discuss and review the
Fund's audited financial statements for the calendar year ended
December 31, 2011. The Fund's independent registered public accounting
firm represented to the Audit Committee that the Fund's financial statements
were prepared in accordance with U.S. generally accepted accounting principles,
and the Audit Committee has reviewed and discussed the financial statements with
the Fund's Administrator and its independent registered public accounting firm.
The Audit Committee also discussed with the independent registered public
accounting firm matters required to be discussed by Statement on Auditing
Standards No. 61.

The Fund's independent registered public accounting firm also provided to the
Audit Committee the written disclosures required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and the Audit
Committee discussed with the independent registered public accounting firm their
independence, in light of the services they were providing.

Based upon the Audit Committee's discussion with the Fund's Administrator and
the independent registered public accounting firm and the Audit Committee's
review of the representations and report of the independent registered public
accounting firm to the Audit Committee, the Audit Committee recommended that the
Board of Directors include the audited financial statements in the Fund's Annual
Report for the calendar year ended December 31, 2011 filed with the Securities
and Exchange Commission ("SEC").

This Audit Committee report shall not be deemed incorporated by reference in any
document previously or subsequently filed with the SEC that incorporates by
reference all or any portion of this proxy statement except to the extent that
the Fund specifically requests that the report be specifically incorporated by
reference.

The Audit Committee of the Board of Directors has selected Tait, Weller & Baker
LLP to be employed as the Fund's independent registered public accounting firm
to make the annual audit and to report on, as may be required, the financial
statements which may be filed by the Fund with the SEC during the ensuing year.

Respectfully submitted,
Glenn W. Wilcox, Sr.
Andrew A. Strauss
Scott B. Rogers
Edwin Meese III

RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Fund's independent registered public accounting firm for the calendar year
ended December 31, 2011, was the firm of Tait, Weller & Baker LLP. The Audit
Committee has selected Tait, Weller & Baker LLP to be the Fund's registered
public accounting firm for the calendar year ending December 31, 2012.

A representative of Tait, Weller & Baker LLP is not expected to be present at
the Annual Meeting of Stockholders or make a statement, but may be available by
telephone to respond to appropriate questions from Stockholders.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Aggregate fees for professional services rendered for the Fund by Tait, Weller &
Baker LLP as of or for the year ended December 31, 2011 and 2010 were:

SERVICE 2011 2010
Audit Fees $ 18,500 $ 18,500
Audit-Related Fees 0 0
Tax Fees (1) 3,900 3,900
All Other Fees 1,500 0
-------- --------
Total $ 23,900 $ 22,400
-------- --------

(1) Tax services in connection with the Fund's excise tax calculations and
review of the Fund's applicable tax returns.
(2) All Other Fees represents charges for review of the Fund's rights offering
documents.

All of the services performed by the Fund's independent registered public
accounting firm, including audit-related and non-audit related services, were
pre-approved by the Audit Committee, as required under the Audit Committee
Charter. Audit Fees for the years ended December 31, 2011 and 2010 were for
professional services rendered for the audits of the financial statements of the
Fund, reviews, and issuances of consents, and assistance with review of
documents filed with the SEC. Tax Fees for the years ended December 31, 2011 and
2010 were for services performed in connection with income and excise tax
services other than those directly related to the audit of the income tax
accrual. All Other Fees for the year 2011 relate to charges for review of
the Fund's rights offering documents.

The Audit Committee has considered and determined that the services provided by
Tait, Weller & Baker LLP are compatible with maintaining Tait, Weller & Baker
LLP's independence. The aggregate fees included in Audit Fees are fees billed
for the calendar year for the audit of the Fund's annual financial statements.
Of the time expended by the Fund's independent registered public accounting firm
to audit the Fund's financial statements for the calendar year ended December
31, 2011, less than 50% of such time involved work performed by persons other
than the independent registered public accounting firm's full time, permanent
employees. Tait, Weller & Baker LLP did not perform any services on behalf of
Cornerstone Advisors, Inc.

INFORMATION PERTAINING TO THE FUND'S INVESTMENT AND ADMINISTRATOR

THE INVESTMENT ADVISER

Cornerstone Advisors, Inc. has acted as the Fund's investment adviser
("Investment Adviser") since 2001, and has its principal office at 1075
Hendersonville Road, Suite 250, Asheville, NC 28803. Cornerstone Advisors, Inc.
was organized in February, 2001, to provide investment management services to
closed-end investment companies and is registered with the SEC under the
Investment Advisers Act of 1940, as amended. Cornerstone Advisors, Inc. is the
Investment Adviser to two other closed-end funds, Cornerstone Total Return Fund,
Inc. and Cornerstone Progressive Return Fund. Messrs. Bradshaw and Bentz are the
only stockholders of the Investment Adviser.

Mr. Bradshaw is President and Chairman of the Board of Directors of the Fund.
Mr. Bentz is Chief Compliance Officer, Secretary, and Assistant Treasurer of the
Fund.

THE ADMINISTRATOR

Ultimus Fund Solutions, LLC, whose address is 350 Jericho Turnpike, Suite 206,
Jericho, NY 11753, currently acts as the Administrator of the Fund.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and
Section 30(h) of the Investment Company Act in combination require the Fund's
directors and officers, persons who own more than ten (10%) of the Fund's Common
Stock, and the Fund's Investment Adviser and its directors and officers, to file
reports of ownership and changes in ownership with the SEC. The Fund believes
that the Fund's directors and officers, the Fund's Investment Adviser and its
directors and officers have complied with all applicable filing requirements
during the year ended December 31, 2011.

INFORMATION PERTAINING TO CERTAIN STOCKHOLDERS

The following table sets forth the beneficial ownership of shares of the Fund by
each person known to the Fund to be deemed the beneficial owner of more than
five (5%) percent of the outstanding shares of the Fund at the close of business
on December 31, 2011:

NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OF COMMON STOCK
BENEFICIALLY OWNED
None

Additionally, on February 17, 2012, Cede & Co., a nominee for participants in
the Depository Trust Company, held of record 14,204,802 shares of the Fund,
equal to approximately 98.7% of the outstanding shares of the Fund. All the
directors and executive officers of the Fund, as of the date of this proxy,
owned less than 1% of the outstanding shares of the Fund.

ADDITIONAL INFORMATION

The Proxy Statement does not contain all of the information set forth in the
registration statements and the exhibits relating thereto which the Fund has
filed with the SEC, under the Exchange Act and the Investment Company Act, to
which reference is hereby made.

The Fund is subject to the informational requirements of the Exchange Act and in
accordance therewith, files reports and other information with the SEC. Reports,
proxy statements, registration statements and other information filed by the
Fund can be inspected and copied at the public reference facilities of the SEC
in Washington, DC. Copies of such materials also can be obtained by mail from
the Public Reference Branch, Office of Consumer Affairs and Information
Services, SEC, 100 F Street, NE, Washington, DC 20594, at prescribed rates.

OTHER BUSINESS

The Board of Directors of the Fund does not know of any other matter which may
come before the Meeting, but should any other matter requiring a vote of
Stockholders arise, including any questions as to the adjournment of the
Meeting, it is the intention of the persons named in the proxy to vote the
proxies in accordance with their judgment on that matter in the interest of the
Fund.

PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS

All proposals by Stockholders of the Fund which are intended to be presented at
the Fund's next Annual Meeting of Stockholders, to be held in the year 2013,
must be received by the Fund addressed to Cornerstone Strategic Value Fund,
Inc., c/o Ultimus Fund Solutions, LLC, 350 Jericho Turnpike, Suite 206, Jericho,
NY 11753 in advance of the meeting as set forth in this document.

CORNERSTONE STRATEGIC VALUE FUND, INC.

Gary A. Bentz, Secretary

Dated: February 29, 2012

CORNERSTONE STRATEGIC VALUE FUND, INC.
PROXY CARD FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 16, 2012

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of Cornerstone Strategic Value Fund, Inc. (the
"Fund") hereby constitutes and appoints Messrs. Ralph W. Bradshaw, Andrew A.
Strauss, Scott B. Rogers, and Glenn W. Wilcox, Sr., or any of them, the action
of a majority of them voting to be controlling, as proxy of the undersigned,
with full power of substitution, to vote all shares of common stock of the Fund
standing in his or her name on the books of the Fund at the Annual Meeting of
Stockholders of the Fund to be held at Fifth Floor Conference Room, One West
Pack Square, Asheville, NC 28801, on April 16, 2012 at 11:30 a.m., Eastern Time,
or at any adjournment or postponement thereof, with all the powers which the
undersigned would possess if personally present, as designated on the reverse
hereof.

The undersigned hereby revokes any proxy previously given and instructs the
said proxies to vote in accordance with the instructions with respect to the
election of the directors and the consideration and vote of such other matters
as may properly come before the Annual Meeting of Stockholders or any
adjournment or postponement thereof.

This proxy, when properly executed, will be voted in the manner directed
herein by the stockholder. If no such direction is made, the said proxies will
vote FOR Proposal 1 and in their discretion with respect to such other matters
as may properly come before the Annual Meeting of Stockholders, in the interest
of the Fund.

(Continued and to be dated and signed on reverse side)

ANNUAL MEETING OF STOCKHOLDERS OF
CORNERSTONE STRATEGIC VALUE FUND, INC.
April 16, 2012

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

The Notice of Meeting, proxy statement and proxy card are available at
http://www.proxyvote.com

-----

PLEASE SIGN, DATE AND MAIL YOUR PROXY CARD IN THE ENVELOPE PROVIDED AS SOON AS
POSSIBLE.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1 (THE ELECTION OF
DIRECTOR) AND "FOR" PROPOSAL 2.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]

1. To approve the election of one (1) Director:

NOMINEE:
Scott B. Rogers For / / Withhold / /

2. ______ In their discretion, the proxies are authorized to consider and vote
upon such other matters as may properly come before the said Meeting or any
adjournment thereof.

FOR AGAINST ABSTAIN
/ / / / / /

Your proxy is important to assure a quorum at the Annual Meeting of
Stockholders, whether or not you plan to attend the meeting in person. You may
revoke this proxy at anytime, and the giving of it will not affect your right to
attend the Annual Meeting of Stockholders and vote in person.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

To change the address on your account, please check the box at right and
indicate your new address in the address space above. [ ] Please note that
changes to the registered name(s) on the account may not be submitted by this
method.

SIGNATURE OF STOCKHOLDER_______________________ DATE___________________

NOTE: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.