SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant toss.240.14a-11(c) orss.240.14a-12
CORNERSTONE STRATEGIC VALUE FUND, INC.
Name of Registrant as Specified In Its Charter
N/A
Name of Person(s) Filing Proxy Statement if other than the Registrant
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which such offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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THIS PRELIMINARY PROXY MATERIAL IS FILED FOR THE
INFORMATION OF THE SECURITIES AND EXCHANGE COMMISSION ONLY.
CORNERSTONE STRATEGIC VALUE FUND, INC.
383 Madison Avenue
New York, New York 10179
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On Tuesday, May 14, 2002
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Cornerstone Strategic Value Fund, Inc. (the "Fund"), a Maryland
corporation, will be held at the executive offices of Bear Stearns Funds
Management Inc., 383 Madison Avenue, 13th Floor, Conference Room 301, New York,
New York 10179 on Tuesday, May 14, 2002, at 10:00 a.m., New York time, for the
following purposes:
1. To elect two Class I Directors to hold office until the year
2005 Annual Meeting of Stockholders (Proposal 1);
2. To ratify the selection of Tait, Weller & Baker as the Fund's
independent accountants for the year ending December 31, 2002
(Proposal 2);
3. To consider and vote upon a stockholder proposal, if
presented, at the Meeting (Proposal 3); and
4. To consider and vote upon such other matters as may properly
come before said Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 29,
2002 as the record date for the determination of stockholders entitled to notice
of, and to vote at this Meeting or any adjournment thereof. The stock transfer
books will not be closed.
Copies of the Fund's most recent annual report may be ordered free of
charge to any stockholder by writing to the Fund at c/o Bear Stearns Funds
Management Inc., 383 Madison Avenue, 23rd Floor, New York, New York 10179, or by
calling the Fund collect (212) 272-2093.
By Order of the Board of Directors,
Thomas R. Westle
Secretary
Dated April __, 2002
UNLESS 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 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.
383 Madison Avenue
New York, New York 10179
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PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
to be held on Tuesday, May 14, 2002
-------------------------------
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 2002 (the "Meeting") to be held at the executive
offices of Bear Stearns Funds Management Inc., 383 Madison Avenue, 13th Floor,
Conference Room 301, New York, New York 10179 on Tuesday, May 14, 2002, at 10:00
a.m., New York time, and at any and all adjournments thereof. A form of proxy is
enclosed herewith. This Proxy Statement and the accompanying form of proxy are
being first mailed to stockholders on or about April 15, 2002.
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. Unrevoked proxies will be voted in
accordance with the specifications thereon and, unless specified to the
contrary, will be voted FOR the election of Messrs. Edwin Meese III and Ralph W.
Bradshaw as the nominees for Director, FOR the ratification of the selection of
Tait, Weller & Baker as the independent accountants of the Fund for the year
ending December 31, 2002, and AGAINST the stockholder's proposal to open-end the
Fund.
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 where the broker does not have 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.
-1-
Under the By-Laws of the Fund, a quorum is constituted by the
presence in person or by proxy of the holders of record of one-third of the
outstanding shares of common stock of the Fund entitled to vote at the Meeting.
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 to a date not more
than one hundred twenty (120) days after the original record date to permit
further solicitation of proxies. 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.
The cost of soliciting the proxies will be borne by the Fund. Proxy
solicitations will be made primarily by mail, but solicitations may also be made
by telephone, telegraph or personal interviews conducted by officers or
employees of the Fund or Bear Stearns Funds Management Inc., the administrator
to the Fund (the "Administrator").
Only holders of issued and outstanding shares of the Fund's common
stock of record at the close of business on March 29, 2002 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 March 29, 2002 was _________. The Fund is a closed-end,
diversified 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 at c/o Bear Stearns Funds
Management Inc., 383 Madison Avenue, New York, New York 10179, or by calling
collect (212) 272-2093. This report is not to be regarded as proxy-soliciting
material.
This Proxy Statement is first being mailed to stockholders on or
about April 15, 2002.
-2-
PROPOSAL NO. 1
ELECTION OF DIRECTORS
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 two Class I
Directors to hold office until the year 2005 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 Directors, currently consisting of
Messrs. Thomas H. Lenagh and Scott B. Rogers, expires at the year 2003 Annual
Meeting of Stockholders or thereafter in each case until their successors are
duly elected and qualified. The term of office of the Class III Directors,
Messrs. Glenn W. Wilcox, Sr. and Andrew A. Strauss, expires at the year 2004
Annual Meeting of Stockholders or thereafter in each case until their successors
are duly elected and qualified.
At the Meeting, stockholders will be asked to vote for the election
of Messrs. Ralph W. Bradshaw and Edwin Meese III as Class I Directors to serve
until the year 2005 Annual Meeting of Stockholders or thereafter until each of
their successors is duly elected and qualified. If elected, each nominee has
consented to serve as a director of the Fund until his successor is duly elected
and qualified.
The persons named in the accompanying form of proxy intend to vote at
the Meeting (unless directed not to vote) FOR the election of Messrs. Ralph W.
Bradshaw and Edwin Meese III. Each nominee has indicated that he will serve if
elected, and the Board of Directors has no reason to believe that any of the
nominees named above will become unavailable for election as a director, but if
any 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 names, addresses, ages and
principal occupations of each of the nominees for election as Class I Directors:
-3-
NOMINEES
DIRECTORSHIPS HELD BY
TERM OF NOMINEE FOR DIRECTOR OUTSIDE
POSITION OFFICE PRINCIPAL OCCUPATION DURING OF FUND COMPLEX*
NAME, ADDRESS AND AGE WITH FUND SINCE PAST 5 YEARS
--------------------- --------- ------- --------------------------- -----------------------------
CLASS I INDEPENDENT NOMINEE TO SERVE UNTIL THE YEAR 2005
ANNUAL MEETING OF STOCKHOLDERS:
Edwin Meese III (70) Director 2001 Distinguished Fellow, The
The Heritage Foundation Heritage Foundation,
214 Massachusetts Ave. NE Washington D.C.;
Washington D.C. 20002 Distinguished Visiting
Fellow at the Hoover
Institution, Stanford
University; Distinguished
Senior Fellow at the
Institute of United States
Studies, University of
London; and Formerly U.S.
Attorney General under
President Ronald Reagan.
INTERESTED DIRECTOR:
Ralph W. Bradshaw (51)** Chairman of 1998 President of Cornerstone Director of The Austria
One West Pack Square the Board Advisors, Inc.; Vice Fund, Inc., The SmallCap
Suite 1650 and President President, Deep Discount Fund, Inc., and EIS Fund,
Asheville, NC 28801 Advisors, Inc. (1993-1999). Inc.
------------
* The Fund Complex is comprised of the Fund, The Cornerstone Strategic Return
Fund, Inc. and Progressive Return Fund, Inc. all of which were managed by
Cornerstone Advisors, Inc. during the year ended December 31, 2001.
** Mr. Bradshaw is an "interested person" as defined in the Investment Company
Act of 1940 ("Investment Company Act") because he is a director, officer
and 50% shareholder in Cornerstone Advisors, Inc., the Fund's investment
manager.
-4-
REMAINING BOARD OF DIRECTORS
The following tables set forth the names, addresses, ages and
principal occupations of each of the remaining Directors of the Fund:
TERM OF DIRECTORSHIPS HELD BY DIRECTOR
NAME, ADDRESS AND AGE POSITION(S) OFFICE PRINCIPAL OCCUPATION DURING OUTSIDE OF FUND COMPLEX*
WITH FUND SINCE PAST 5 YEARS
--------------------- ----------- -------- --------------------------- ------------------------------
CLASS II INDEPENDENT DIRECTORS SERVING UNTIL THE YEAR 2003 ANNUAL MEETING OF
STOCKHOLDERS:
Scott B. Rogers (46) Director 2000 Chief Executive Officer, Director of EIS Fund, Inc. and A-B
30 Cumberland Ave. Asheville Buncombe Vision Board; Chairman and
Asheville, NC 28801 Community Christian Director, Recycling Unlimited and
Ministry; and President, Interdenominational Ministerial
ABCCM Doctor's Medical Alliance; and Director,
Clinic; Appointee, NC Southeastern Jurisdiction Urban
Governor's Commission on Networkers.
Welfare to Work.
Thomas H. Lenagh (79) Director 1987 Chairman of the Board of Director of Gintel Fund, The Adams
13 Allen's Corner Road Inrad Corp. and Independent Express Company., Petroleum and
Flemington, NJ 08822 Financial Adviser. Resources Corporation and ICN
Pharmaceuticals International.
CLASS III INDEPENDENT DIRECTORS SERVING UNTIL THE YEAR 2003 ANNUAL MEETING OF
STOCKHOLDERS:
Glenn W. Wilcox, Sr. (70) Director 2000 Chairman of the Board and Director of EIS Fund, Inc.,
One West Pack Square Chief Executive Officer of Wachovia Corp.; Board Trustee and
Suite 1700 Wilcox Travel Agency. Chairman of Appalachian State
Asheville, NC 28801 University; Board Trustee and
Director, Mars Hill College;
Director, Champion Industries,
Inc.; and Chairman, Tower
Associates, Inc. (a real estate
venture)
-5-
CLASS III INDEPENDENT DIRECTORS CONTINUED:
Andrew A. Strauss (48) Director 2000 Attorney and senior member Director of EIS Fund, Inc.,
77 Central Avenue of Strauss & Associates, Memorial Mission Hospital
Suite F P.A., Attorneys, Asheville Foundation and Deerfield Episcopal
Asheville, NC 28801 and Hendersonville, NC; Retirement Community.
previous President of White
Knight Healthcare, Inc. and
LMV Leasing, Inc., a wholly
owned subsidiary of Xerox
Credit Corporation.
---------
* The Fund Complex is comprised of the Fund, The Cornerstone Strategic
Return Fund, Inc. and Progressive Return Fund, Inc. all of which are
managed by Cornerstone Advisors, Inc. during the year ended December 31,
2001.
-6-
All of the Directors and Nominees for Directors served on the Board
of Directors for each closed-end fund within the Fund Complex that was managed
by Cornerstone Advisors, Inc. ("Cornerstone Advisors"), the Fund's investment
manager, during the year ended December 31, 2001.
The following table sets forth, for each Director and for the
Directors as a group, the amount of shares beneficially owned in the Fund as of
March 29, 2002. The information as to beneficial ownership is based on
statements furnished to the Fund by each Director. Unless otherwise noted,
beneficial ownership is based on sole investment power.
Name of Director Amount of Securities
Beneficially Owned
Edwin Meese III 0
Ralph W. Bradshaw 3,000
Andrew A. Strauss 600
Thomas H. Lenagh 0
Glenn W. Wilcox Sr. 1,000
Scott B. Rogers 0
-----
All Directors as a Group 4,600
=====
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 March 29, 2002. The information as to
beneficial ownership is based on statements furnished to the Fund by each
Director.
-7-
AGGREGATE DOLLAR RANGE OF
DOLLAR RANGE EQUITY SECURITIES IN ALL
OF EQUITY SECURITIES FUNDS OVERSEEN BY
NAME IN THE FUND. DIRECTORS IN FUND COMPLEX.
---- ------------ --------------------------
Edwin Meese III 0 0
Ralph W. Bradshaw $10,001-$50,000 $50,001-$100,000
Andrew A. Strauss $1-$10,000 $10,001-$50,000
Thomas H. Lenagh 0 0
Glenn W. Wilcox Sr. $1-$10,000 $10,001-$50,000
Scott B. Rogers 0 0
EXECUTIVE OFFICERS
In addition to Mr. Bradshaw, the current officers of the Fund are:
TERM OF
NAME, ADDRESS AND AGE POSITION(S) OFFICE PRINCIPAL OCCUPATION DURING DIRECTORSHIPS HELD BY OFFICER
WITH FUND SINCE PAST 5 YEARS
--------------------- ----------- ------- --------------------------- ------------------------------
Gary A. Bentz (45) Vice President 2001 Chief Financial Officer of Director of The Austria
One West Pack Square and Treasurer Cornerstone Advisors, Inc., Fund, Inc. and EIS Fund, Inc.
Suite 1650 Vice President and Treasurer
Asheville, NC 28801 of Progressive Return Fund,
Inc., The Cornerstone
Strategic Return Fund, Inc.
and EIS Fund, Inc.; Chief
Financial Officer of Deep
Discount Advisors, Inc.
(1993-2000).
Thomas R. Westle (48) Secretary 2001 Partner of Spitzer & Feldman
405 Park Avenue P.C., a law firm, and previous
New York, NY 10022 Partner at Battle Fowler LLP;
Secretary of Progressive
Return Fund, Inc., The
Cornerstone Strategic Return
Fund, Inc. and EIS Fund, Inc.
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 manager during its prior
fiscal year. The following table provides information concerning the
compensation paid during the year ended December 31, 2001, to each Director of
the Fund. All of the Directors received compensation for serving as a Director
of The Cornerstone Strategic Return Fund, Inc. and Progressive Return Fund,
Inc., which were also managed by Cornerstone Advisors during the year ended
December 31, 2001. Please note that the Fund has no bonus, profit sharing,
pension or retirement plans.
-8-
Total Compensation
Aggregate From Fund and
Director Compensation From Fund Complex*
Name of Director Since Fund Paid to Director
---------------- ----- ---- ----------------
Ralph W. Bradshaw 1998 $17,500 $58,621
Glenn W. Wilcox, Sr. 2000 $10,000 $26,150
Andrew A. Strauss 2000 $10,000 $26,150
Edwin Meese III 2001 $7,500 $22,450
Scott B. Rogers 2000 $10,000 $26,150
Thomas H. Lenagh 1987 $10,000 $23,000
William A. Clark** 1999 $12,500 $31,745
---------------
* Fund Complex refers to the Fund, Progressive Return Fund, Inc. and The
Cornerstone Strategic Return Fund, Inc. all of which were managed by
Cornerstone Advisors during the year ended December 31, 2001.
** Mr. Clark resigned from his position as a member of the Board of Directors
of the Fund on January 31, 2001.
Each Director attended at least seventy-five (75%) percent or more of
the six (6) meetings of the Board of Directors (including regularly scheduled
and special meetings) held during the period for which he was a Director.
AUDIT COMMITTEE
The Fund's Audit Committee is currently composed of five independent
directors, Messrs. Wilcox, Strauss, Meese, Lenagh and Rogers. The principal
functions of the Audit Committee include but are not limited to: (i)
recommendations to the Board for the appointment of the Fund's independent
accountants; (ii) review of the scope and anticipated cost of the independent
accountant's audit; and (iii) consideration of the independent accountant's
reports concerning their conduct of the audit, including any comments or
recommendations the Board of Directors might make in connection thereto. The
Audit Committee convened three times during the fiscal year ended December 31,
2001. Each member of the Audit Committee attended at least seventy-five percent
(75%) or more of the three meetings of the Audit Committee.
On June 1, 2000, the Audit Committee, followed by the full Board of
Directors, adopted a written charter setting forth the duties and
responsibilities of the Audit Committee, and such charter was reapproved by the
Board of Directors on February 9, 2001 and February 14, 2002, respectively. The
Audit Committee recommends to the Board of Directors, subject to stockholder
approval, the selection of Tait, Weller & Baker, as the Fund's independent
accountants.
-9-
On February 25, 2002, the Board of Directors and the Audit Committee
determined to replace PricewaterhouseCoopers LLP ("PwC") as the Fund's
independent accountants. PwC's accountant report for the past two years did not
contain any adverse opinion or any qualification as to uncertainty, audit scope
or accounting principles. Further, the Board's decision to replace PwC was not
due to any disagreement on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure.
The following table sets forth the aggregate fees billed by
PricewaterhouseCoopers LLP, the independent accountants for the Fund's most
recent fiscal year, for professional services rendered for: (i) the audit of the
Fund's annual financial statements and the review of financial statements
included in the Fund's reports to stockholders ("Audit Fees"); (ii) financial
information systems design and implementation services provided to the Fund, its
investment manager and entities that control, are controlled by or under common
control with the Fund's investment manager that provides services to the Fund
("Financial Information Systems Design"); and (iii) all other services provided
to the Fund, its investment manager and entities that control, are controlled by
or under common control with the Fund's investment manager that provides
services to the Fund ("All Other Fees").
AUDIT FEES FINANCIAL INFORMATION SYSTEMS DESIGN ALL OTHER FEES
---------- ------------------------------------ --------------
$29,750 $0 $3,000
The Fund has no nominating or compensation committees.
-10-
AUDIT COMMITTEE REPORT
The Audit Committee has met and held discussions with the Fund's
Administrator, Bear Stearns Funds Management Inc., and the Fund's independent
accountants. The independent accountants 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 accountants. The Audit Committee also discussed with the independent
accountants matters required to be discussed by Statement on Auditing Standards
No. 61.
The Fund's independent accountants 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 accountants' 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 accountants and the Audit Committee's review
of the representations of the Fund's Administrator and the report of the
independent accountants 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 fiscal year ended December 31, 2001 filed with the
Securities and Exchange Commission.
Respectfully submitted,
Edwin Meese III
Glenn W. Wilcox, Sr.
Andrew A. Strauss
Thomas H. Lenagh
Scott B. Rogers
-11-
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 1940 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 manager and its directors and officers, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and the New York Stock Exchange, Inc. The Fund believes that the
Fund's directors and officers, the Fund's investment manager and its directors
and officers have complied with all applicable filing requirements during the
year ended December 31, 2001.
REQUIRED VOTE
Directors are elected by a plurality (a simple majority of the votes
cast at the 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 MESSRS. EDWIN MEESE III AND RALPH W. BRADSHAW AS
CLASS I DIRECTORS OF THE FUND.
-12-
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The second proposal to be submitted will be the ratification or
rejection of the selection by the Board of Directors of Tait, Weller & Baker as
independent accountants of the Fund for the year ending December 31, 2002. At a
meeting held on February 25, 2002, the Board of Directors, including those
directors who are not "interested persons" of the Fund, approved the selection
of Tait, Weller & Baker for the year ending December 31, 2002 and determined to
replace PricewaterhouseCoopers LLP. Such selection is being submitted to the
stockholders for ratification. The engagement of Tait, Weller & Baker is
conditioned on the right of the Fund, by majority vote of its stockholders, to
terminate such employment.
Tait, Weller & Baker has informed the Fund that it has no material
direct or indirect financial interest in the Fund. A representative of Tait,
Weller & Baker will be available by telephone at the Meeting and will have the
opportunity to make a statement if the representative so desires and will be
available to respond to appropriate questions.
REQUIRED VOTE
Ratification of the selection of Tait, Weller & Baker as independent
accountants of the Fund requires the affirmative vote of the holders of a simple
majority, defined as a majority of the votes cast by 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 this proposal, abstentions and broker non-votes
will be counted as shares present at the Meeting for quorum purposes and may be
considered votes cast for the foregoing purpose.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT THE STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF TAIT, WELLER & BAKER AS THE
FUND'S INDEPENDENT ACCOUNTANTS.
-13-
PROPOSAL NO. 3:
SHAREHOLDER PROPOSAL REQUESTING THAT THE FUND
BE CONVERTED INTO AN OPEN-END FUND
Karpus Management, Inc. d/b/a Karpus Investment Management ("KIM"),
183 Sully's Trail, Pittsford, New York, New York 14534, have submitted the
following proposal for inclusion in this Proxy Statement. KIM claims that it has
owned shares of the Fund with a market value of at least $2,000 continuously for
the preceding year and intends to maintain the required ownership through the
date of the Meeting. The Board of Directors and the Fund accept no
responsibility for the accuracy of either the proposal or of KIM's supporting
statement.
STOCKHOLDER PROPOSAL
Karpus Investment Management proposes: Cornerstone Strategic Value
Fund, Inc. (CLM) be converted to an open-end fund within 90 days after
acceptance by the shareholders.
SUPPORTING STATEMENT
It is the belief of KIM that current Fund Management of CLM is not
making significant strides in closing the discount at which the Fund trades. For
the time period from January 5, 2001 through December 7, 2001 the Fund has
traded at an average discount of 15.79%.
Management claims that the share buy back program can help close this
discount over time. It is the opinion of KIM this can not happen simply by the
Fund repurchasing shares. KIM believes that drastic steps must occur for the
shareholders to recognize the full economic value of their investment.
KIM believes the only way for shareholders to reap the full value of
their investment is to open-end the Fund. If this would occur, shareholders
would immediately increase the value of their investment by 14.46% (based on the
net asset value of December 7, 2001)!
It is the opinion of KIM that the current Fund Management may not
have sufficient experience to be the best choice for managing the Fund. KIM
believes that the Fund's Manager lacks adequate experience in managing
individual securities (only funds in a closed-end format). The current manager
does not have a track record, known to KIM, to instill our confidence in their
abilities.
Poor performance in both price and net asset value does not have to
be tolerated by the shareholders. Management will claim that they are doing a
good job and they have not been the manager long enough for shareholders to
recognize their abilities. KIM believes that the shareholders must act now.
Time is not on the side of the shareholders to wait!
-14-
From January 4, 2001 through December 6, 2001 the net asset value
performance of CLM has equaled - 19.4518% (-20.9417 annual equivalent). The
price performance of the Fund has been equally dismal. For the same holding
period price performance equaled -20.80% (-22.3781 annual equivalent)(All
calculations by Bloomberg). KIM believes that the shareholders deserve better
performance than what has been delivered in 2001.
CLM is plagued by low trading volume. Trading volume from January 4,
2001 through December 6, 2001 has averaged a mere 8,706 shares. It is KIM's
opinion that shareholders who wish to liquidate large positions could severely
depress the price at which the Fund trades. This could cause economic harm to
shareholders remaining in CLM.
KIM believes open ending is the only possible method for shareholders
to recognize the economic reality of their investment. Open ending would allow
shareholders, such as KIM, who do not have confidence in the direction of the
Fund's management, to get out of the Fund.
Should CLM be open ended at net asset value, shareholders would
recognize an immediate economic benefit of approximately 14.46% (based on price
of $7.93 and NAV of $9.27 as of 12/7/01).
KIM further believes that any Investment Adviser is not fulfilling
their Fiduciary duty to their clients if they do not vote to open end CLM.
STATEMENT OF POSITION OF THE BOARD OF DIRECTORS IN OPPOSITION TO THE
SHAREHOLDER PROPOSAL
---------------------------------------------------------------------
The shareholder proposal asks that the Fund be converted to an
open-end fund in order to provide full Net Asset Value (NAV) to those
shareholders wishing to leave the Fund. All of the Directors believe that this
is not the most effective means to deliver long-term added value to a majority
of shareholders. The full Board opposes the proposal and believes that
open-ending should be rejected in favor of other means of maximizing shareholder
value within the closed-end structure. The Board believes that somewhat more
patience is justified in an attempt to reap potentially greater rewards. The
goal of this Board is not to pit one shareholder against another, but to
establish a balance that satisfies the greatest number of shareholders.
During the first quarter of 2001, the Fund substantially
under-performed the S&P 500 benchmark, which fell 12.1%. Following Cornerstone
Advisors' becoming the Fund's investment manager, after the end of the first
quarter of 2001, the benchmark continued to decline through the end of the year
as the U.S. entered a recession in March which was followed by the September
11th tragedy and its aftermath.
-15-
In spite of this challenging environment over the last three quarters
of 2001, the Fund's price appreciated 3.9% and the Fund's discount to NAV closed
to 12.5% by the end of the year. While nine months is not enough time for
effective evaluation, we believe our approach that includes repurchasing shares
at a discount, optimizing Fund expenses, and diversifying the Fund's portfolio
has and will continue to create significant added value for our shareholders.
Different types of investors have their own agendas and their own
beliefs. The closed-end structure is fundamentally different from an open-end
structure or one that provides NAV on demand. Attempts to deliver NAV
immediately to a minority of shareholders who wish to exit the Fund may well
destroy or diminish the advantages otherwise enjoyed by the remaining
shareholders. For the time being, the current Board is committed to realizing
the potential of the Fund without changing its fundamental nature.
The major benefits of the closed-end structure to long-term
shareholders are threefold: flexibility in managing fund assets, lower expenses,
and performance enhancement through profiting from the discount.
Flexibility in managing fund assets. Unlike open-end funds,
closed-end funds are not subject to cash flow disruptions caused by inflows or
outflows of capital when shareholders buy new shares or redeem shares. This
permits Fund management to take a more long-term perspective on investments and
may permit a more effective investment strategy. This may in turn produce higher
long-term portfolio returns. In addition, cash can be raised to take advantage
of anticipated market declines without fear that it will instead have to be used
to satisfy the shareholder redemptions in open-end funds that normally accompany
market reversals. Less liquid securities, such as other closed-end funds selling
at discounts, can be placed in the Fund's portfolio without fear that
redemptions will require untimely sales to raise capital.
Lower expenses. Because closed-end funds need not engage in many of
the shareholders services normally required of open-end funds and do not have
the same marketing and communication activities, costs can be kept to a minimum.
The current Directors have found many ways to reduce expenses and are pursuing
many more. The Board remains convinced that closed-end funds can be run more
cost effectively than open-end funds and that these savings, along with the
additional flexibility in managing Fund assets, may well permit substantial
additional returns to be realized over time as compared with equivalent open-end
funds.
-16-
Profiting from the discount. Closed-end funds often sell at
discounts, at least part of the time. A fund that purchases its own shares at a
discount benefits loyal, long-term shareholders in two ways. First, the net
asset value is automatically increased at no additional risk. Second, the supply
of shares available for sale at a discount is reduced and this creates price
pressure which is likely to reduce the discount and enhance share value. While
the extra liquidity may benefit shareholders who choose to sell their shares,
the greatest value of an ongoing buyback program accrues to long-term
shareholders. Shareholders who view the fund as a long-term, tax efficient
investment may be better off in a closed-end structure at a nominal or moderate
discount which fluctuates.
For all these reasons, the Board unanimously recommends that
stockholders vote AGAINST this stockholder proposal.
EFFECT OF PASSAGE OF THE PROPOSAL
This advisory Proposal requires the affirmative vote of a majority of
shares voting at the Meeting for passage. The Investment Company Act of 1940
requires that any conversion of a closed-end investment company to an open-end
investment company be by a vote of a majority of the Fund's outstanding voting
securities. The term a majority of the Fund's outstanding voting securities is
defined by the 1940 Act to mean the vote, at the annual or a special meeting of
the security holders of such company duly called (a) of 67 per centum or more of
the voting securities present at such meeting, if the holders of more than 50
per centum of the outstanding voting securities of such company are present or
represented by proxy; or (b) of more than 50 per centum of the outstanding
voting securities of such company, whichever is the less.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE AGAINST PROPOSAL NO. 3
-17-
INFORMATION PERTAINING TO THE FUND'S
INVESTMENT ADVISER AND ADMINISTRATOR
THE INVESTMENT ADVISER
Cornerstone Advisors, which has its principal office at One West Pack
Square, Suite 1650, Asheville, North Carolina 28801, was organized in February
of 2001, to provide investment management services to closed-end investment
companies and is registered with the Securities and Exchange Commission under
the Investment Advisers Act of 1940, as amended. Cornerstone Advisors is the
investment manager to three other closed-end funds, The Cornerstone Strategic
Return Fund, Inc., EIS Fund, Inc. and Progressive Return Fund, Inc.
Mr. Bradshaw owns fifty percent (50%) of the total outstanding shares
of common stock of Cornerstone Advisors and is President and Chairman of the
Board of Directors of the Fund. Mr. Bentz, who is the Vice President and
Treasurer of the Fund, also owns fifty percent (50%) of the total outstanding
shares of common stock of Cornerstone Advisors. The address of Messrs. Bradshaw
and Bentz are One West Pack Square, Suite 1650, Asheville, North Carolina 28801.
THE ADMINISTRATOR
Bear Stearns Funds Management Inc. (the "Administrator"), whose
address is 383 Madison Avenue, 23rd Floor, New York, New York 10179, currently
acts as the administrator of the Fund.
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 a beneficial owner of
more than five (5%) percent of the total outstanding shares of common stock of
the Fund:
-18-
SHARES OF COMMON STOCK % OF FUND'S OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
Deep Discount Advisors, Inc.(1) 734,580 18.5%
One West Pack Square, Suite 777
Asheville, NC 28801
Ron Olin InvestmentManagement Company(1) 708,900 17.9%
One West Pack Square, Suite 777
Asheville, NC 28801
Karpus Management, Inc.(2) 520,210 13.1%
d/b/a Karpus Investment Management
183 Sullys Trail
Pittsford, New York 14534
-----------
(1) Based solely upon information presented in a Schedule 13G/A, dated February
13, 2002, filed jointly by Deep Discount Advisors, Inc. and Ron Olin
Investment Management Company. The Fund does not have any knowledge of who
the ultimate beneficiaries are of Fund's Shares.
(2) Based solely upon information presented in a Schedule 13D/A, dated March 7,
2002, filed by Karpus Management, Inc. The Fund does not have any knowledge
of who the ultimate beneficiaries are of the Fund's Shares.
Additionally, on March 29, 2002, Cede & Co., a nominee for
participants in the Depository Trust Company, held of record _________ shares of
the Fund, equal to approximately ____% of the outstanding shares of the Fund.
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.
-19-
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 2003, must be received by the Fund addressed to Cornerstone Strategic Value
Fund, Inc. c/o Bear Stearns Funds Management Inc., 383 Madison Avenue, 23rd
Floor, New York, New York 10179 for inclusion in the Fund's proxy statement and
proxy relating to that meeting in advance of the meeting as set forth below. Any
stockholder who desires to bring a proposal at the Fund's 2003 Annual Meeting of
Stockholders to be included in the Fund's proxy statement must deliver (via the
U.S. Post Office or such other means that guarantees delivery) written notice
thereof to the Secretary of the Fund c/o Bear Stearns Funds Management Inc., 383
Madison Avenue, 23rd Floor, New York, New York 10179 no earlier than one hundred
twenty (120) calendar days and no later than ninety (90) days prior to the
anniversary of the date of the Notice of the preceding year's Annual Meeting of
Stockholders.
CORNERSTONE STRATEGIC VALUE FUND, INC.
Thomas R. Westle
Secretary
Dated: April __, 2002
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO
DO NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE
AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
<
-20-
FORM OF PROXY CARD
CORNERSTONE STRATEGIC VALUE FUND, INC.
The undersigned stockholder of Cornerstone Strategic Value Fund, Inc.
(the "Fund") hereby constitutes and appoints Messrs. Ralph W. Bradshaw, Thomas
R. Westle and Frank J. Maresca, 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 on Tuesday, May 14, 2002 at 10:00 a.m., New York time, at the
offices of Bear Stearns Funds Management Inc., 383 Madison Avenue, 13th Floor,
Conference Room 301, New York, New York 10179, or at any adjournment 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 aforementioned
instructions with respect to (a) the election of two Class I Directors; (b) the
ratification of the selection by the Board of Directors of the Fund's
independent accountants; (c) the consideration and vote on the stockholder
proposal to open-end the Fund; and (d) the consideration and vote of such other
matters as may properly come before the Annual Meeting of Stockholders or any
adjournment thereof. If no such specification is made, the undersigned will vote
FOR proposals 1 and 2 set forth above, vote AGAINST proposal 3, and will vote in
their discretion with respect to such other matters as may properly come before
the Annual Meeting of Stockholders.
--------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF CORNERSTONE STRATEGIC VALUE FUND,
INC.'S BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
May 14, 2002
(To be dated and signed on reverse side)
A-1
Please mark boxes / / or /X/ in blue or black ink.
PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE:
---------
X
---------
1. To elect two (2) Class I Directors: FOR WITHHELD
Edwin Meese III [ ] [ ]
Ralph W. Bradshaw [ ] [ ]
2. To ratify the selection by the Board of Directors of Tait, Weller &
Baker as the Fund's independent accountants for the year ending
December 31, 2002:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. To consider and vote upon the stockholder proposal to open-end the
Fund:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
In their discretion, the proxies are authorized to consider and vote upon
such matters as may properly come before said Meeting or any adjournment
thereof.
A-2
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE STOCKHOLDER.
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 effect 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.
SIGNATURE(S)____________________________ DATE___________________
NOTE: Please sign exactly as name appears. When shares are held as joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer and if a
partnership, please sign in full partnership name by authorized person.
A-3