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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant toss.240.14a-11(c) orss.240.14a-12
CLEMENTE STRATEGIC VALUE FUND, INC.
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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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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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4) Date Filed:
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CLEMENTE STRATEGIC VALUE FUND, INC.
575 Lexington Avenue
New York, New York 10022
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On Thursday, April 19, 2001
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of Clemente Strategic Value Fund, Inc. (the "Fund"), a Maryland
corporation, will be held at the executive offices of Bear Stearns Funds
Management Inc., 245 Park Avenue, 7th Floor, Conference Room F, New York, New
York 10167 on Thursday, April 19, 2001 at 11:30 a.m. for the following purposes:
1. To elect two Class I Directors until the year 2002 Annual Meeting, two
Class II Directors until the year 2003 Annual Meeting and two Class
III Directors, until the year 2004 Annual Meeting (Proposal 1);
2. To approve a new investment management agreement between Cornerstone
Advisors, Inc. and the Fund (Proposal 2);
3. To ratify the selection of PricewaterhouseCoopers LLP as the Fund's
independent accountants for the year ending December 31, 2001
(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 February
14, 2001 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 and semi-annual report
may be ordered free of charge to any stockholder by writing to the Fund at c/o
PFPC, Inc., 400 Bellevue Parkway, Wilmington, Delaware 19809, or by telephone at
(888) 505-4481.
By Order of the Board of Directors
Thomas R. Westle, Secretary
Dated: March 7, 2001
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
CLEMENTE STRATEGIC VALUE FUND, INC.
575 Lexington Avenue
New York, New York 10022
-------------------------------
PROXY STATEMENT
for
ANNUAL MEETING OF STOCKHOLDERS
to be held on Thursday, April 19, 2001
-------------------------------
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Clemente Strategic Value Fund, Inc. (the
"Fund") for use at the Annual Meeting of Stockholders (the "Meeting") to be held
at the executive offices of Bear Stearns Funds Management Inc., 245 Park Avenue,
7th Floor, Conference Room F, New York, New York 10167 on Thursday, April 19,
2001, at 11:30 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 March 7, 2001.
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 the nominees for Director, FOR the
approval of the investment management agreement between Cornerstone Advisors,
Inc. and the Fund, and FOR the ratification of the selection of
PricewaterhouseCoopers LLP as the independent accountants of the Fund for the
year ending December 31, 2001.
In general, abstentions and broker non-votes (reflected by signed but
unvoted proxies), 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. Broker non-votes are shares held in the name of the broker or nominee
for which an executed proxy is received by the Fund, but are not voted on a
proposal because voting instructions have not been received from the beneficial
owners or persons entitled to vote and the broker or nominee does not have
discretionary voting power.
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
1
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.
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 a majority of the outstanding shares of
Common Stock of the Fund entitled to vote at the Meeting.
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, PFPC Inc., the administrator to the Fund (the
"Administrator"), or Shareholder Communications Corporation ("SCC"), a proxy
solicitation firm that has been retained by the Fund.
The agreement between SCC and the Fund provides for SCC to provide
general solicitation services to the Fund at an estimated cost of $6,000,
including expenses. The Fund will, upon request, bear the reasonable expenses of
brokers, banks and their nominees who are holders of record of the Fund's Common
Stock on the record date, incurred in mailing copies of this Notice of Meeting
and Proxy Statement and the enclosed form of proxy to the beneficial owners of
the Fund's Common Stock.
Only holders of issued and outstanding shares of the Fund's Common
Stock of record at the close of business on February 14, 2001 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 14, 2001 was 6,010,000. The Fund is a closed-end,
management investment company.
COPIES OF THE FUND'S MOST RECENT ANNUAL REPORT AND SEMI-ANNUAL REPORT
MAY BE ORDERED FREE OF CHARGE TO ANY STOCKHOLDER BY WRITING TO THE FUND AT C/O
PFPC, INC. 400 BELLEVUE PARKWAY, WILMINGTON, DELAWARE 19809, OR BY TELEPHONE AT
(888) 505-4481. THIS REPORT IS NOT TO BE REGARDED AS PROXY-SOLICITING MATERIAL.
This Proxy Statement is first being mailed to stockholders on or
about March 7, 2001.
2
PROPOSAL NO. 1
ELECTION OF DIRECTORS
At its January 26, 2001, Board meeting (the "Special Meeting"), the
Board of Directors of the Fund amended Article III, Section 3.02 of the Fund's
By-laws (the "Amendment") pursuant to Article Sixth of the Fund's Articles of
Incorporation and Section 2-109 of the Maryland General Corporation Law. The
Amendment staggers the terms of the Fund's Board of Directors. The Board of
Directors now is divided into three classes: Class I, Class II and Class III,
each class having a term of three years. 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 2002 Annual Meeting or thereafter until
their successors are duly elected and qualified; two Class II Directors to hold
office until the year 2003 Annual Meeting or thereafter until their successors
are duly elected and qualified; and two Class III Directors to hold office until
the year 2004 Annual Meeting or thereafter until their successors are duly
elected and qualified. In the event that any of the nominees should become
unavailable for election for any presently unforeseen reason, the persons named
in the form of proxy will vote for any nominee who shall be designated by the
present Board of Directors. Directors shall be elected by a plurality of the
shares voting at the Meeting.
On January 26, 2001, Mr. William A. Clark, a Director since 2000,
announced his intention to resign from the Board of Directors and on January 31,
2001, Mr. Clark submitted his letter of resignation as a Director and as
Secretary and Treasurer of the Fund. The Board of Directors then elected Mr.
Edwin Meese III to complete Mr. Clark's term of office. At the January 26, 2001
Board Meeting, the Board of Directors nominated Messrs. Edwin Meese III and
Ralph W. Bradshaw as Class I Directors, Messrs. Thomas H. Lenagh and Scott B.
Rogers as Class II Directors, and Messrs. Andrew A. Strauss and Glenn W. Wilcox,
Sr. as Class III Directors.
At the Meeting, stockholders will be asked to vote for the election
of Messrs. Edwin Meese III and Ralph A. Bradshaw as Class I Directors to serve
until the year 2002 Annual Meeting or thereafter until each of their respective
successors is duly elected and qualified, to vote for the election of Messrs.
Thomas H. Lenagh and Scott B. Rogers as Class II Directors to serve until the
year 2003 Annual Meeting or thereafter until each of their respective successors
is duly elected and qualified, and to vote for the election of Messrs. Andrew A.
Strauss and Glenn W. Wilcox, Sr. as Class III Directors to serve until the year
2004 Annual Meeting or thereafter until each of their respective 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.
3
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. Edwin
Meese III, Ralph W. Bradshaw, Thomas H. Lenagh, Scott B. Rogers, Andrew A.
Strauss, and Glenn W. Wilcox, Sr. 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 ages and principal occupations of
each of the nominees for election as Class I, Class II and Class III Directors,
and the number of shares of Common Stock of the Fund beneficially owned by each
of them, directly or indirectly:
NOMINEES
--------
Class I Directors to serve until the Year 2002 Annual Meeting of Stockholders:
SHARES OF COMMON STOCK
BENEFICIALLY OWNED ON FEBRUARY
POSITION 14, 2001*
PRINCIPAL OCCUPATION WITH THE --------------------------------
NOMINEE OVER LAST 5 YEARS FUND SINCE AGE AMOUNT %
------- ----------------- ---------- --- ------ ------
Edwin Meese III Distinguished Fellow, The Heritage 2001 68 -0-** -0-
The Heritage Foundation Foundation, Washington D.C.; Distinguished
214 Massachusetts Ave NE Visiting Fellow at the Hoover Institution,
Washington D.C. 20002 Stanford University; Distinguished Senior
Fellow at the Institute of United States
Studies, University of London; Formerly
U.S. Attorney General under President
Ronald Reagan; Chairman of the Domestic
Policy Council and the National Drug Policy
Board and a member of the National Security
Council; Director for The Cornerstone
Strategic Return Fund, Inc.; Nominee for
Director of Progressive Return Fund, Inc.
4
Ralph W. Bradshaw*** Chairman of the Board of Directors and 1999 50 600** .00001%
One West Pack Square President of the Fund; President, Director
Suite 750 and shareholder of Cornerstone Advisors,
Asheville, NC 28801 Inc.; Financial Consultant; Vice
President, Deep Discount Advisors, Inc.
(1993-1999); Director of The Austria Fund,
Inc., The Cornerstone Strategic Return
Fund, Inc., and Progressive Return Fund,
Inc.
Class II Directors to serve until the Year 2003 Annual Meeting of Stockholders:
SHARES OF COMMON STOCK
BENEFICIALLY OWNED ON FEBRUARY
POSITION 14, 2001*
PRINCIPAL OCCUPATION WITH THE --------------------------------
NOMINEE OVER LAST 5 YEARS FUND SINCE AGE AMOUNT %
------- ----------------- ---------- --- ------ -
Thomas H. Lenagh Chairman of the Board of Inrad Corp.; 1987 78 1,000** .0002%
13 Allen's Corner Rd. Independent Financial Adviser; Director of
Flemington, NJ 08822 Gintel Fund, Adams Express and Petroleum
and Resources, ASD Group, ICN
Pharmaceuticals and V-Band Corp.; Nominee
for Director of The Cornerstone Strategic
Return Fund, Inc. and Progressive Return
Fund, Inc.
Scott B. Rogers Chief Executive Officer, Asheville 2000 44 -0-** -0-
30 Cumberland Ave. Buncombe Community Christian Ministry;
Asheville, NC 28801 President, ABCCM Doctor's Medical Clinic;
Director, Southeastern Jurisdiction Urban
Networkers; Director, A-B Vision Board,
Appointee, NC Governor's Commission on
Welfare to Work; Chairman and Director,
Recycling Unlimited; Director,
Interdenominational Ministerial Alliance;
Director of Progressive Return Fund, Inc
and Nominee for Director of The
Cornerstone Strategic Return Fund, Inc.
Class III Directors to serve until the Year 2004 Annual Meeting of Stockholders:
SHARES OF COMMON STOCK
BENEFICIALLY OWNED ON FEBRUARY
POSITION 14, 2001*
PRINCIPAL OCCUPATION WITH THE --------------------------------
NOMINEE OVER LAST 5 YEARS FUND SINCE AGE AMOUNT %
------- ----------------- ---------- --- ------ -
Glenn W. Wilcox, Sr. Chairman of the Board and Chief Executive 2000 69 -0-** -0-
One West Pack Square Officer of Wilcox Travel Agency; Director,
Suite 1700 Champion Industries, Inc.; Chairman, Tower
Asheville, NC 28801 Associates, Inc. (a real estate venture);
Member and Vice Chairman, the Board of
First Union National Bank; Board Trustee
and Vice Chairman, Appalachian State
University; Board Trustee and Director,
Mars Hill College; Director of The
Cornerstone Strategic Return Fund, Inc.
and Progressive Return Fund, Inc.
Andrew A. Strauss Attorney and senior member of Strauss & 2000 47 2,500** .0004%
77 Central Avenue Associates, P.A., attorneys, Asheville,
Suite F N.C.; previous President of White Knight
Asheville, NC 28801 Healthcare, Inc. and LMV Leasing, Inc., a
wholly owned subsidiary of Xerox Credit
Corporation; Director of The Cornerstone
Strategic Return Fund, Inc. and
Progressive Return Fund, Inc.
-------------------------
* Unless otherwise noted, each nominee directly owns and has sole voting
and investment power with respect to the listed shares.
** For this purpose "beneficial ownership" is defined under Section 13(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The information as to beneficial ownership is based upon
information furnished to the Fund by the nominees.
*** Mr. Bradshaw is an "interested person" as defined in the Investment
Company Act of 1940 ("1940 Act").
6
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
fiscal year. The following table provides information concerning the
compensation paid during the year ended December 31, 2000, to each Director of
the Fund. Certain of the Directors received compensation for serving as a
Director of Cornerstone Strategic Return Fund, Inc., which was also advised by
Clemente Capital, Inc. during the year ended December 31, 2000. Please note that
the Fund has no bonus, profit sharing, pension or retirement plans.
AGGREGATE TOTAL COMPENSATION FROM OTHER TOTAL COMPENSATION FROM ALL FUNDS
DIRECTOR COMPENSATION FROM FUNDS ADVISED BY CLEMENTE CAPITAL ADVISED BY CLEMENTE CAPITAL FOR
NAME OF DIRECTOR SINCE FUND FOR 2000 FOR 2000 2000
---------------- -------- ----------------- --------------------------------- -------------------------------
Ralph W. Bradshaw 1998 $11,000 $12,000 $23,000
Glenn W. Wilcox, Sr. 2000 $4,950 $10,352 $15,302
Andrew A. Strauss 2000 $4,950 $10,352 $15,302
Edwin Meese III* 2001 -0- $8,184 $8,184
Scott B. Rogers 2000 $4,950 $8,884 $13,834
Thomas H. Lenagh** 1987 $11,000 -0- $11,000
Gerald Hellerman*** 1998 $6,050 -0- $6,050
Gary A. Bentz**** 1998 $10,000 $8,952 $18,952
Ronald G. Olin***** 1998 $6,050 $7,400 $13,450
Phillip Goldstein****** 1998 $5,550 -0- $5,550
William A. Clark******* 1999 $10,500 $9,652 $20,152
------------
* Mr. Meese did not serve as a director of the Fund in 2000.
** Mr. Lenagh did not receive any compensation from any other Fund
advised by Clemente Capital in 2000.
*** Mr. Hellerman resigned from his position as a member of the Board of
Directors of the Fund on April 26, 2000, and did not receive any
compensation from any other Fund advised by Clemente Capital in 2000.
**** Mr. Bentz resigned from his position as a member of the Board of
Directors of the Fund on September 29, 2000.
***** Mr. Olin resigned from his position as a member of the Board of
Directors of the Fund on April 26, 2000.
****** Mr. Goldstein resigned from his position as a member of the Board of
Directors of the Fund on April 26, 2000, and did not receive any
compensation from any other Fund advised by Clemente Capital in 2000.
******* Mr. Clark resigned from his position as a member of the Board of
Directors of the Fund on January 31, 2001.
7
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%) percent of the
Fund's Common Stock, and the Fund's investment adviser and their respective
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 adviser and their respective directors and officers have complied
with applicable filing requirements during the year ended December 31, 2000.
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, MESSRS. THOMAS H. LENAGH AND SCOTT B. ROGERS AS CLASS II DIRECTORS
OF THE FUND AND MESSRS. ANDREW A. STRAUSS AND GLENN W. WILCOX, SR. AS CLASS III
DIRECTORS OF THE FUND.
8
PROPOSAL NO. 2
CONSIDERATION OF THE APPROVAL OF
THE NEW INVESTMENT MANAGEMENT AGREEMENT
BETWEEN THE FUND AND CORNERSTONE ADVISORS, INC.
Clemente Capital, Inc. ("Clemente Capital") currently serves as
investment adviser to the Fund pursuant to an investment advisory agreement with
the Fund, as amended and restated May 1, 2000 (the "Clemente Agreement").
Wilmington Trust Company ("WTC") currently serves as the Fund's Sub-Adviser
pursuant to a sub-advisory agreement dated May 29, 1997, as amended and restated
May 1, 2000 (the "WTC Agreement"). At a meeting held on January 26, 2001, the
Board of Directors terminated the Clemente Agreement and the WTC Agreement
effective March 31, 2001. In connection with the termination of the Fund's
management and advisory relationships with Clemente Capital, Leopoldo M.
Clemente, who is affiliated with Clemente Capital, no longer serves as President
of the Fund, effective February 9, 2001.
The Board of Directors unanimously approved a new investment
management agreement (the "Cornerstone Agreement") by and between the Fund and
Cornerstone Advisors, Inc. ("Cornerstone Advisors"), at a meeting of the Board
of Directors duly held on February 9, 2001. Additionally, Cornerstone Advisors
was unanimously approved by the Board of Directors to provide the Fund with
investment management services during the period between the effective date of
the termination of the Clemente Agreement and WTC Agreement and the date on
which the Fund's stockholders approve the Cornerstone Agreement at the Meeting
(or and adjournment thereof) (the "Interim Period"); PROVIDED, HOWEVER, that
Cornerstone Advisors provide such investment management services to the Fund
during the Interim Period, which shall in no event be greater than 150 days, on
terms substantially identical to those provided for in the Clemente Agreement,
and for compensation no greater than that provided for in the Clemente Agreement
on a pro rata basis. If the stockholders do not approve the Cornerstone
Agreement during the Interim Period, the Board will consider alternative sources
from which to obtain investment management and research services for the Fund.
The Board of Directors hereby submits the Cornerstone Agreement to
the stockholders for their consideration and approval.
Cornerstone Advisors, which has its principal office at One West Pack
Square, Suite 750, Asheville, North Carolina 28801, was organized to provide
investment management services to closed-end investment companies. Newly
organized as an investment adviser, Cornerstone Advisors is registered with the
Securities and Exchange Commission under the Investment Advisers Act of 1940, as
amended, and has no previous operating history. Mr. Bradshaw will serve as the
Fund's portfolio manager assuming the Cornerstone Agreement is approved by the
Fund's stockholders at the Meeting. A copy of the proposed Cornerstone Agreement
is attached hereto as Appendix A.
9
Messrs. Ralph W. Bradshaw, a director of the Fund, and Gary A. Bentz,
a former director of the Fund, are the sole stockholders of Cornerstone
Advisors. Both Mr. Bradshaw and Mr. Bentz have extensive experience with
closed-end investment companies. Mr. Bradshaw, who also serves as a director to
The Austria Fund, Inc., The Cornerstone Strategic Return Fund, Inc. and
Progressive Return Fund, Inc., served as a Vice President of Deep Discount
Advisors, Inc. ("Deep Discount") from 1993 to 1999. Mr. Bentz, who formerly
served as a director to The Cornerstone Strategic Return Fund, Inc. and who
currently serves as a director to The Austria Fund, Inc., was also affiliated
with Deep Discount as its Chief Financial Officer from 1993 to 2000. Messrs.
Bradshaw and Bentz no longer possess any ownership interest in Deep Discount nor
do they provide any investment advisory services to Deep Discount or its
clients. Deep Discount and Ron Olin Investment Management Company ("ROIMC"),
both of which jointly filed a Schedule 13G with the Securities and Exchange
Commission (the "SEC") on February 12, 2001 as beneficial owners of more than
five (5%) percent of the outstanding shares of the Fund, are registered
investment advisers which, on behalf of their respective advisory clients,
invest in the common stock of closed-end investment companies. There exists no
arrangements or understandings among Cornerstone Advisors, Deep Discount, ROIMC
or any of their respective stockholders with respect to the Fund.
The Board of Directors recommends that the stockholders approve the
Cornerstone Agreement with Cornerstone Advisors, which will immediately become
effective upon stockholder approval.
NAME CHANGE
-----------
As a result of the termination of the Fund's advisory relationship
with Clemente Capital, it is necessary that the Fund change its name. Therefore,
in connection with its approval of the Cornerstone Agreement, the Board of
Directors unanimously approved the change of the Fund's name to the "Cornerstone
Strategic Value Fund, Inc." The name change does not change the Fund's
fundamental investment objective, which may only be changed by stockholder vote.
Accordingly, the Board of Directors believes that, subject to stockholder
approval of the Cornerstone Agreement, changing the name of the Fund to the
"Cornerstone Strategic Value Fund, Inc." is necessary and appropriate and in the
best interests of the Fund and its stockholders.
COMPARISON OF THE CLEMENTE AND WTC AGREEMENTS WITH THE CORNERSTONE AGREEMENT
----------------------------------------------------------------------------
The Clemente Agreement together with the WTC Agreement are
substantially identical to the Cornerstone Agreement with respect to the scope
of the services provided by Clemente Capital together with WTC and the scope of
services to be provided by Cornerstone Advisors to the Fund, but are
substantially different with respect to the amount of compensation to be paid
for such services. The following description of the Cornerstone Agreement is
qualified in its entirety by reference to the copy of the Cornerstone Agreement
attached hereto and made a part hereof as Appendix A.
10
SERVICES TO BE PERFORMED
------------------------
Pursuant to the Cornerstone Agreement, Cornerstone Advisors conducts
investment research and supervision for the Fund and is responsible for the
purchase and sale of investment securities for the Fund's portfolio, subject to
the supervision and direction of the Board of Directors. Cornerstone Advisors
provides the Fund with investment advice, supervises the Fund's management and
investment programs and provides investment advisory facilities and executive
and supervisory personnel for managing the investments and effectuating
portfolio transactions. Cornerstone Advisors also furnishes, at its own expense,
all necessary administrative services, office space, equipment and clerical
personnel for servicing the investments of the Fund. In addition, Cornerstone
Advisors pays the salaries and fees of all officers of the Fund who are
affiliated with Cornerstone Advisors.
EXPENSES
--------
The Cornerstone Agreement provides that the Fund is responsible for
all of its expenses and liabilities, except that Cornerstone Advisors is
responsible for the expenses in connection with maintaining a staff within its
organization to furnish the above services to the Fund. Although Cornerstone
Advisors is a newly organized investment adviser, the Fund is not aware of any
other circumstances that are reasonably likely to impair the financial ability
of Cornerstone Advisors to fulfill its commitment to the Fund under the
Cornerstone Agreement.
Cornerstone Advisors has voluntarily agreed to limit the Fund's
annual operating expenses (excluding interest, taxes, brokerage commissions,
legal fees, expenditures which are capitalized in accordance with generally
accepted accounting principles, and other extraordinary expenses not incurred in
the ordinary course of such Fund's business) to 1.65% (on an annualized basis)
of the Fund's average net assets for the fiscal period from April 19, 2001
(subject to stockholder approval of the Cornerstone Agreement) through December
31, 2001.
LIMITATION OF LIABILITY
-----------------------
The Cornerstone Agreement provides that, in the absence of willful
misfeasance, bad faith, gross negligence or reckless disregard for its
obligations and duties thereunder ("disabling conduct"), Cornerstone Advisors
shall not be liable to the Fund or its stockholders for any act or omission in
the course of or in connection with the rendering of its services thereunder. In
addition, the Cornerstone Agreement provides that the Fund, under certain
circumstances, will indemnify Cornerstone Advisors against any losses or
expenses incurred, including amounts paid in satisfaction of judgments and
reasonable legal costs, not resulting from disabling conduct.
11
DURATION AND TERMINATION
------------------------
Subject to stockholder approval, the Cornerstone Agreement will have
a term beginning April 19, 2001 and ending April 18, 2003, and, thereafter, will
continue in effect for successive annual periods provided such continuance is
specifically approved at least annually by (i) a majority of the members of the
Fund's Board of Directors who are not parties to the Cornerstone Agreement, and
who are not "interested persons" of any such party, and (ii) a majority of the
Fund's Board of Directors or the holders of a "majority of the outstanding
voting securities" of the Fund. The Cornerstone Agreement may be terminated,
without penalty, on sixty (60) days' notice, by the Fund's Board of Directors,
by a vote of the holders of a "majority of the outstanding voting securities" of
the Fund (as defined under "Required Vote" below) or by Cornerstone Advisors.
ADVISORY FEES
-------------
Pursuant to the Cornerstone Agreement, the Fund will pay Cornerstone
Advisors a monthly flat fee at an annual rate of one (1%) percent of the Fund's
average weekly net assets for the investment management and research services
provided by Cornerstone Advisors. This fee is identical to the fee paid to
Clemente Capital, pursuant to the Clemente Agreement, during the fiscal year
ending December 31, 2000.
Under the Clemente Agreement, Clemente Capital was entitled to a
basic fee of one (1%) percent (on an annualized basis) of the average weekly net
assets of the Fund (the "Basic Fee"). The Basic Fee, however, was subject to an
adjustment based on the Fund's performance compared to the performance of the
S&P 500 Index. Under the Clemente Agreement, the Basic Fee earned by Clemente
Capital could have, on an annualized basis, (i) increased from one (1%) percent
to a maximum of two (2%) percent, or conversely, (ii) decreased from one (1%)
percent to a minimum of zero (0.00%) percent, depending on the Fund's
performance compared to the performance of such benchmark.
Under the Clemente Agreement, the performance fee was to be calculated
via the use of a rolling period. A rolling period is the specified duration of
time over which the performance of the Fund and the performance of the benchmark
index were to be compared. The SEC recommends a minimum rolling period of at
least 12 months. Therefore, until Clemente Capital and the Fund were to have
established performance records for at least 12 months under the Clemente
Agreement (i.e. May 1, 2000 through April 30, 2001), Clemente Capital was to
have earned a flat rate of 1% of the Fund's average weekly net assets on an
annualized basis and was not to be compensated with fees adjusted for Fund
performance.
Under the WTC Agreement, WTC was entitled to a sub-advisory fee paid
by Clemente Capital and not the Fund equal to twenty-five (25%) percent of the
fees received by Clemente Capital. During the period January 1, 2000 through
December 31, 2000, the aggregate amount of fees paid by the Fund to Clemente
Capital, under the Clemente Agreement was $552,871. The amount of fees paid by
Clemente Capital to WTC during the same period was $184,290.
12
SOFT DOLLAR ARRANGEMENTS
------------------------
It is understood by both Cornerstone Advisors and the Board of
Directors that any soft dollars resulting from soft dollar arrangements between
the Fund, Cornerstone Advisors and selected dealers and brokers (to the extent
that such arrangements are in connection with, or for the benefit of, the Fund),
may be used to pay for certain services provided to the Fund which can be
provided by third parties, including but not limited to administration,
accounting and custodial services. Notwithstanding the foregoing, however, the
Cornerstone Agreement, like the Clemente Agreement, authorizes Cornerstone
Advisors to direct the execution of the Fund's portfolio transactions to dealers
and brokers furnishing statistical information or research deemed by Cornerstone
Advisors to be useful or valuable to the performance of its investment advisory
functions for the Fund. In such circumstances, the commissions paid may be
higher than those that the Fund might otherwise have paid to another broker if
those services had not been provided. Such research services provided to
Cornerstone Advisors by brokers who effect securities transactions for the Fund
may be used by Cornerstone Advisors in servicing other investment companies and
accounts that it manages. It is understood that not all of the research services
may be used by Cornerstone Advisors in managing any particular account,
including the Fund. Notwithstanding the foregoing, however, it is the intention
of both Cornerstone Advisors and the Board of Directors to use such soft dollar
arrangements to pay for certain of the Fund's expenses which may be provided by
third parties, including but not limited to administration, accounting and
custodial services.
EVALUATION BY THE BOARD OF DIRECTORS
------------------------------------
The Fund's Board of Directors, including the Directors who are not
interested persons of any party to the Cornerstone Agreement or its affiliates,
has approved the Cornerstone Agreement for the Fund and recommends that
stockholders of the Fund approve such agreement. The Board's deliberations and
approval occurred at the Director's meeting held on February 9, 2001, with its
legal counsel in attendance. The Cornerstone Agreement is effective upon
stockholder approval. If the stockholders do not approve the Cornerstone
Agreement at the Meeting (or at an adjournment thereof), the Board will either
resubmit the Cornerstone Agreement to the stockholders for their consideration
and approval or consider alternative sources from which to obtain investment
management and research services for the Fund.
In approving the Cornerstone Agreement and determining to submit it
to the stockholders of the Fund for their approval, the Board of Directors
considered the best interests of the stockholders and took into account factors
they deemed relevant. The factors considered by the independent Directors
included the nature, quality and scope of the operations and services to be
provided by Cornerstone Advisors, while focusing on the prior experience of
Cornerstone Advisors' principals with respect to: (i) closed-end investment
companies in general; (ii) managing portfolios of U.S. equity securities; (iii)
implementing aggressive policies to eliminate closed-end investment companies'
discounts; and (iv) implementing policies to cut costs and expenses of
closed-end investment companies. Furthermore, the Board of Directors of the Fund
considered the opportunity to obtain high quality services at costs that it
deemed appropriate, reasonable and on terms similar to the terms of the Clemente
13
Agreement. The Board of Directors also reflected upon the intention of
Cornerstone Advisors to act as the investment manager to The Cornerstone
Strategic Return Fund, Inc. (the "Cornerstone Fund") and Progressive Return
Fund, Inc. (the "Progressive Fund"), subject to stockholder approval at each of
its respective 2001 Annual Meetings of Stockholders, thereby creating a family
of closed-end funds including but not necessarily limited to the Fund, the
Progressive Fund and the Cornerstone Fund. Lastly, consideration was given to
the fact that there exists no arrangement or understanding in connection with
the Cornerstone Agreement with respect to the composition of the Board of
Directors of the Fund or of Cornerstone Advisors or with respect to the
selection or appointment of any person to any office of the Fund or Cornerstone
Advisors.
Based upon its review of the above factors, the Board of Directors of
the Fund determined that the Cornerstone Agreement is in the best interests of
the Fund and its stockholders.
REQUIRED VOTE
-------------
As provided by the 1940 Act, approval of the Cornerstone Agreement
will require the affirmative vote of a "majority of the outstanding voting
securities" of the Fund, which means the affirmative vote of the lesser of (a)
sixty-seven (67%) percent or more of the shares of the Fund entitled to vote
thereon present or represented by proxy at the Meeting, if the holders of more
than fifty (50%) percent of the outstanding shares of the Fund entitled to vote
thereon are present or represented by proxy, or (b) more than fifty (50%)
percent of the total outstanding shares of the Fund entitled to vote thereon.
For this purpose, abstentions and broker non-votes will be counted as shares
present at the Meeting for quorum purposes, but not votes cast and will have the
same effect as votes cast against the Proposal.
THE BOARD OF DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT
"INTERESTED PERSONS" OF THE FUND, CORNERSTONE ADVISORS OR ITS AFFILIATES,
RECOMMENDS THAT THE STOCKHOLDERS OF THE FUND VOTE "FOR" THE APPROVAL OF THE
CORNERSTONE AGREEMENT.
14
PROPOSAL NO. 3
RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
By vote of the Board of Directors, including the vote of the
Directors who are not "interested persons" as that term is defined in the 1940
Act, the Board has selected the firm of PricewaterhouseCoopers LLP as the Fund's
independent accountants for the year ending December 31, 2001. Such selection is
being submitted to the stockholders for ratification. The engagement of
PricewaterhouseCoopers LLP is conditioned on the right of the Fund, by majority
vote of its stockholders, to terminate such employment. PricewaterhouseCoopers
LLP has acted as the Fund's independent accountants from its inception through
December 31, 2000.
The Fund's independent accountants are to perform any services
normally provided by independent accounting firms, provided that such services
meet any and all of the independence requirements of the American Institute of
Certified Public Accountants and the Securities Exchange Commission, including
the examination of the Fund's annual financial statements and limited review of
its unaudited quarterly statements, assistance and consultation in connection
with Securities and Exchange Commission and New York Stock Exchange filings, and
preparation of the Fund's annual federal and state income tax returns.
A representative of PricewaterhouseCoopers LLP is expected to be
present at the Meeting by telephone and will have the opportunity to make a
statement if he or she so desires. This representative will also be available to
respond to appropriate questions.
REQUIRED VOTE
-------------
Ratification of the selection of PricewaterhouseCoopers LLP 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
PRICEWATERHOUSECOOPERS LLP AS THE FUND'S INDEPENDENT ACCOUNTANTS.
15
AUDIT COMMITTEE
The Fund's Audit Committee is currently composed of Messrs. Lenagh
and Wilcox. 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 want to make in
connection thereto. The Audit Committee convened twice during the fiscal year
ended December 31, 2000.
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. A copy of the charter, as adopted by the
Board of Directors of the Fund, is included in this Proxy Statement as Appendix
B. The Audit Committee recommends to the Board of Directors, subject to
shareholder approval, the selection of PricewaterhouseCoopers LLP, as the Fund's
independent accountants.
The following table sets forth the aggregate fees billed by 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 adviser and
entities that control, are controlled by or under common control with the
Adviser that provides services to the Fund ("Financial Information Systems
Design"); and (iii) all other services provided to the Fund, its investment
adviser and entities that control, are controlled by or under common control
with the Adviser that provides services to the Fund ("All Other Fees").
---------------- --------------------------------------- ------------------
AUDIT FEES FINANCIAL INFORMATION SYSTEMS DESIGN ALL OTHER FEES
---------------- --------------------------------------- ------------------
$39,500.00 $0.00 $5,500.00
---------------- --------------------------------------- ------------------
The Fund has no nominating or compensation committees.
With the exception of Messrs. Scott B. Rogers, Glen W. Wilcox, Sr.
and Andrew A. Strauss, each Director attended at least seventy-five (75%)
percent or more of the four (4) meetings of the Board of Directors (including
regularly scheduled and special meetings) held during the year ended December
31, 2000. Messrs. Rogers, Wilcox and Strauss, however, each attended 100% of the
meetings of the Board of Directors (including regularly scheduled and special
meetings) held during the period for which each respective individual served as
a Director in the year ended December 31, 2000.
16
AUDIT COMMITTEE REPORT
The Audit Committee has met and held discussions with the Fund's
Administrator and the Fund's independent accountants. The Administrator
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
Administrator and the Fund's 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 Administrator
and the independent accountants and the Audit Committee's review of the
representations of the 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, 2000 filed with the Securities and
Exchange Commission.
Respectfully submitted,
Thomas H. Lenagh
Glenn W. Wilcox, Sr.
17
INFORMATION PERTAINING TO THE FUND'S
INVESTMENT ADVISER AND ADMINISTRATOR
THE PROPOSED INVESTMENT ADVISER
-------------------------------
Cornerstone Advisors, Inc. ("Cornerstone Advisors"), the Fund's
proposed investment adviser, has its principal office at One West Pack Square,
Suite 750, Asheville, North Carolina 28801. Ralph W. Bradshaw owns fifty (50%)
percent of the total outstanding shares of common stock of Cornerstone Advisors
and is a Director of the Fund. Gary A. Bentz, who is the Vice President and
Treasurer of the Fund, also owns fifty (50%) percent of the total outstanding
shares of common stock of Cornerstone Advisors. Cornerstone Advisors is a newly
organized registered investment adviser that has no previous operating history.
THE INVESTMENT ADVISER
----------------------
Clemente Capital, Inc. (the "Adviser"), the Fund's current investment
adviser, has its principal office at 152 West 57th Street, New York, New York
10019. Lilia C. Clemente is Chairman and Chief Executive Officer of the Adviser.
Leopoldo M. Clemente, Jr., President of the Fund, is President, Chief Investment
Officer and a Director of the Adviser. In addition to Mr. and Mrs. Clemente, the
Adviser's Directors are: Salvador Diaz-Verson, Jr., President of Diaz-Verson
Capital Investments, Inc., an investment advisory firm located in Columbus,
Georgia; Robert J. Christian, Chief Investment Officer, Wilmington Trust
Company; and Irving L. Gartenberg, Esq., general counsel to the Adviser. Mrs.
Clemente owns approximately sixty (60%) percent of the total outstanding shares
of common stock of the Adviser. The address for Mr. and Mrs. Clemente is 152
West 57th Street, New York, New York 10019. The address for Mr. Diaz-Verson is
1200 Brookstone Centre Parkway, Suite 105, Columbus, Georgia 31904; the address
for Mr. Christian is 1100 North Market Street, Wilmington, Delaware 19890; and
the address for Mr. Gartenberg is 122 East 42nd Street, 46th Floor, New York,
New York 10017. Wilmington Trust Company owns twenty-four (24%) percent of the
total outstanding shares of common stock of the Adviser.
THE SUB-ADVISER
---------------
Wilmington Trust Company (the "Sub-Adviser") is a Delaware bank and
trust company with principal offices at 1100 North Market Street, Wilmington,
Delaware 19890. Wilmington Trust Company is a wholly-owned subsidiary of
Wilmington Trust Corporation, 1100 North Market Street, Wilmington, Delaware
19890.
18
THE ADMINISTRATOR
-----------------
PFPC, Inc. (the "Administrator"), whose address is 400 Bellevue
Parkway, Wilmington, DE 19809, acts as the administrator of the Fund.
At the February 9, 2001 Meeting of the Board of Directors, the Board
approved a new Administration Agreement with Bear Stearns Funds Management,
Inc., effective on or about May 1, 2001. The Board also approved a new Custodian
Agreement with Custodial Trust Company, an affiliate of Bear Stearns Funds
Management, Inc., effective on or about May 1, 2001.
INFORMATION PERTAINING TO CERTAIN STOCKHOLDERS
The following table sets forth the beneficial ownership of shares of
the Fund, at February 12, 2001, 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:
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OF COMMON STOCK % OF FUND'S OUTSTANDING
BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
------------------ -------------------------
Deep Discount Advisors, Inc.(1) 702,080 16.3%
One West Pack Square
Suite 777
Asheville, NC 28801
Ron Olin Investment(1) 801,100 18.5%
Management Company
One West Pack Square
Suite 777
Asheville, NC 28801
Karpus Investment Management, Inc.(2) 368,015 7.39%
14 Tobey Village Office Park
Pittsford, NY 14534
-----------------
(1) Based solely upon information presented in a Schedule 13G, dated
February 12, 2001, filed jointly by Deep Discount Advisors, Inc. and
Ron Olin Investment Management Company. Based upon this information,
the aggregate beneficial ownership of shares of the Fund by these
entities, on behalf of their respective advisory clients as of
February 12, 2001, was 1,503,180 shares, representing approximately
34.8% of the outstanding shares of the Fund. Further pursuant to the
Schedule 13G, dated February 12, 2001, each respective entity has both
sole voting and dispositive power, as well as shared voting and
dispositive power, over the shares beneficially owned.
19
(2) Based solely on information presented in a Schedule 13D, dated
February 7, 2001, filed by Karpus Investment Management, Inc.
Based on the information presented in the Schedule 13D, dated
February 7, 2001 and the Schedule 13D, dated February 12, 2001, as
described above, the aggregate beneficial ownership of shares of the
Fund by Deep Discount Advisors, Inc., Ron Olin Investment Management
Company and Karpus Investment Management, Inc., as of February 12,
2001, was 1,871,195 shares, representing 42.19% of the Fund.
Additionally, on February 14, 2001, Cede & Co., a nominee for
participants in the Depository Trust Company, held of record 3,925,473 shares
of the Fund, equal to approximately 65% 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.
20
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 2002, must be received by the Fund addressed to Clemente Strategic Value
Fund, Inc. c/o Bear Stearns Management, Inc., 575 Lexington Avenue, New York,
New York 10022 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 2002 Annual Meeting of Stockholders
without including such proposal 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 Management, Inc.,
575 Lexington Avenue, New York, New York 10022 no less than one hundred twenty
(120) calendar days (approximately December 20, 2001) before the date of the
Meeting of Stockholders which will be scheduled to be held in April 2002 or the
tenth (10th) day after public announcement is made by way of publication by the
New York Stock Exchange of the Fund's Meeting date.
Clemente Strategic Value Fund, Inc.
Thomas R. Westle
Secretary
Dated: March 7, 2001
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.
21
FORM OF PROXY CARD
------------------
CLEMENTE STRATEGIC VALUE FUND, INC.
-----------------------------------
The undersigned stockholder of Clemente 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 Thursday, April 19, 2001 at 11:30 A.M., New York time, at the
offices of Bear Stearns Funds Management Inc., 245 Park Avenue, 7th Floor,
Conference Room F, New York, New York 10167, 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, two
Class II Directors and two Class III Directors, (b) the approval of a new
investment management agreement between Cornerstone Advisors, Inc. and the Fund,
(c) the ratification of the selection by the Board of Directors of the Fund's
independent accountants, and (d) the consideration and vote of such other
matters as may properly come before the Meeting or any adjournment thereof. If
no such specification is made, the undersigned will vote FOR each of the
proposals set forth above, and in their discretion with respect to such other
matters as may properly come before the Meeting.
-------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF CLEMENTE STRATEGIC VALUE FUND, INC.'S
BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON
April 19, 2001
(To be dated and signed on reverse side)
Please mark boxes / / or /X/ in blue or black ink.
PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE:
--------
X
---------
1. To elect the Directors:
Class I Directors: FOR WITHHELD
Edwin Meese III [ ] [ ]
Ralph W. Bradshaw [ ] [ ]
Class II Directors: FOR WITHHELD
Thomas H. Lenagh [ ] [ ]
Scott B. Rogers [ ] [ ]
Class III Directors: FOR WITHHELD
Andrew A. Strauss [ ] [ ]
Glenn W. Wilcox [ ] [ ]
2. To approve a new investment management agreement between
Cornerstone Advisors, Inc. and the Fund:
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. To ratify the selection by the Board of Directors of
PricewaterhouseCoopers LLP as the Fund's independent accountants for the
year ending December 31, 2001:
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.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE STOCKHOLDER. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED IN
FAVOR OF EACH PROPOSAL.
Your proxy is important to assure a quorum at the annual meeting 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 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.
PROXY STATEMENT APPENDIX A
--------------------------
INVESTMENT MANAGEMENT AGREEMENT
THIS INVESTMENT MANAGEMENT AGREEMENT dated and effective as of April
19, 2001 between CLEMENTE STRATEGIC VALUE FUND, INC., a Maryland corporation
(herein referred to as the "Fund"), and CORNERSTONE ADVISORS, INC., a
corporation duly organized under the laws of North Carolina (herein referred to
as the "Investment Manager").
1. APPOINTMENT OF INVESTMENT MANAGER. The Investment Manager hereby
undertakes and agrees, upon the terms and conditions herein set forth, to
provide overall investment management services for the Fund, and in connection
therewith to (i) supervise the Fund's investment program, including advising and
consulting with the Fund's Board of Directors regarding the Fund's overall
investment strategy; (ii) make, in consultation with the Fund's Board of
Directors, investment strategy decisions for the Fund; (iii) manage the
investing and reinvesting of the Fund's assets; (iv) place purchase and sale
orders on behalf of the Fund; (v) advise the Fund with respect to all matters
relating to the Fund's use of leveraging techniques; (vi) provide or procure the
provision of research and statistical data to the Fund in relation to investing
and other matters within the scope of the investment objective and limitations
of the Fund; (vii) monitor the performance of the Fund's outside service
providers, including the Fund's administrator, transfer agent and custodian;
(viii) be responsible for compliance by the Fund with U.S. federal, state and
other applicable laws and regulations; and (ix) pay the salaries, fees and
expenses of such of the Fund's directors, officers or employees who are
directors, officers or employees of the Investment Manager or any of its
affiliates, except that the Fund will bear travel expenses or an appropriate
portion thereof of directors and officers of the Fund who are directors,
officers or employees of the Investment Manager, to the extent that such
expenses relate to attendance at meetings of the Board of Directors or any
committees thereof. The Investment Manager may delegate any of the foregoing
responsibilities to a third party with the consent of the Board of Directors.
2. EXPENSES. In connection herewith, the Investment Manager agrees to
maintain a staff within its organization to furnish the above services to the
Fund. The Investment Manager shall bear all expenses arising out of its duties
hereunder.
Except as provided in Section 1 hereof, the Fund shall be responsible
for all of the Fund's expenses and liabilities, including expenses for legal,
accounting and auditing services; taxes and governmental fees; dues and expenses
incurred in connection with membership in investment company organizations; fees
and expenses incurred in connection with listing the Fund's shares on any stock
exchange; costs of printing and distributing shareholder reports, proxy
materials, prospectuses, stock certificates and distribution of dividends;
charges of the Fund's custodians and sub-custodians, administrators and
sub-administrators, registrars, transfer agents, dividend disbursing agents and
dividend reinvestment plan agents; payment for portfolio pricing services to a
pricing agent, if any; registration and filing fees of the Securities and
A-1
Exchange Commission; expenses of registering or qualifying securities of the
Fund for sale in the various states; freight and other charges in connection
with the shipment of the Fund's portfolio securities; fees and expenses of
non-interested directors or non-interested members of any advisory or investment
board, committee or panel of the Fund; fees and expenses of any officers and
interested directors of the Fund who are not affiliated with the Investment
Manager, the Administrator or their respective affiliates; travel expenses or an
appropriate portion thereof of directors and officers of the Fund, or members of
any advisory or investment board, committee or panel of the Fund, to the extent
that such expenses relate to attendance at meetings of the Board of Directors or
any committee thereof, or of any such advisory or investment board, committee or
panel; salaries of shareholder relations personnel; costs of shareholders
meetings; insurance; interest; brokerage costs; and litigation and other
extraordinary or non-recurring expenses.
3. TRANSACTIONS WITH AFFILIATES. The Investment Manager is authorized
on behalf of the Fund, from time to time when deemed to be in the best interests
of the Fund and to the extent permitted by applicable law, to purchase and/or
sell securities in which the Investment Manager or any of its affiliates
underwrites, deals in and/or makes a market and/or may perform or seek to
perform investment banking services for issuers of such securities. The
Investment Manager is further authorized, to the extent permitted by applicable
law, to select brokers (including any brokers affiliated with the Investment
Manager) for the execution of trades for the Fund.
4. BEST EXECUTION; RESEARCH SERVICES. The Investment Manager is
authorized, for the purchase and sale of the Fund's portfolio services, to
employ such dealers and brokers as may, in the judgment of the Investment
Manager, implement the policy of the Fund to obtain the best results taking into
account such factors as price, including dealer spread, the size, type and
difficulty of the transaction involved, the firm's general execution and
operational facilities and the firm's risk in positioning the securities
involved. Consistent with this policy, the Investment Manager is authorized to
direct the execution of the Fund's portfolio transactions to dealers and brokers
furnishing statistical information or research deemed by the Investment Manager
to be useful or valuable to the performance of its investment advisory functions
for the Fund. It is understood that in these circumstances, as contemplated by
Section 28(e) of the Securities Exchange Act of 1934, the commissions paid may
be higher than those that the Fund might otherwise have paid to another broker
if those services had not been provided. Information so received will be in
addition to and not in lieu of the services required to be performed by the
Investment Manager. It is understood that the expenses of the Investment Manager
will not necessarily be reduced as a result of the receipt of such information
or research. Research services furnished to the Investment Manager by brokers
who effect securities transactions for the Fund may be used by the Investment
Manager in servicing other investment companies and accounts that it manages.
Similarly, research services furnished to the Investment Manager by brokers who
effect securities transactions for other investment companies and accounts that
the Investment Manager manages may be used by the Investment Manager in
servicing the Fund. It is understood that not all of these research services are
used by the Investment Manager in managing any particular account, including the
Fund.
A-2
5. REMUNERATION. In consideration of the services to be rendered by
the Investment Manager under this Agreement, the Fund shall pay the Investment
Manager a monthly fee in United States dollars for the previous month at an
annual rate of one (1.00%) percent of the Fund's average weekly net assets. If
the fee payable to the Investment Manager pursuant to this paragraph 5 begins to
accrue before the end of any month or if this Agreement terminates before the
end of any month, the fee for the period from such date to the end of such month
or from the beginning of such month to the date of termination, as the case may
be, shall be prorated according to the proportion which such period bears to the
full month in which such effectiveness or termination occurs. For purposes of
calculating each such monthly fee, the value of the Fund's net assets shall be
computed at the time and in the manner specified in the Registration Statement.
6. REPRESENTATIONS AND WARRANTIES. The Investment Manager represents
and warrants that it is duly registered and authorized as an investment adviser
under the Investment Advisers Act of 1940, as amended, and the Investment
Manager agrees to maintain effective all requisite registrations, authorizations
and licenses, as the case may be, until the termination of this Agreement.
7. SERVICES NOT DEEMED EXCLUSIVE. The services provided hereunder by
the Investment Manager are not to be deemed exclusive and the Investment Manager
and any of its affiliates or related persons are free to render similar services
to other and to use the research developed in connection with this Agreement for
other clients or affiliates. Nothing herein shall be construed as constituting
the Investment Manager an agent of the Fund.
8. LIMIT OF LIABILITY. The Investment Manager shall exercise its best
judgment in rendering the services in accordance with the terms of this
Agreement. The Investment Manager shall not be liable for any error of judgment
or mistake of law or for any act or omission or any loss suffered by the Fund in
connection with the matters to which this Agreement relates, provided that
nothing herein shall be deemed to protect or purport to protect the Investment
Manager against any liability to the Fund or its shareholders to which the
Investment Manager would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard by it of its obligations and duties under this Agreement
("disabling conduct"). The Fund will indemnify the Investment Manager against,
and hold it harmless from, any and all losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses), including any amounts
paid in satisfaction of judgments, in compromise or as fines or penalties, not
resulting from disabling conduct by the Investment Manager. Indemnification
shall be made only following: (i) a final decision on the merits by a court or
other body before whom the proceeding was brought that the Investment Manager
was not liable by reason of disabling conduct, or (ii) in the absence of such a
decision, a reasonable determination, based upon a review of the facts, that the
Investment Manager was not liable by reason of disabling conduct by (a) the vote
of a majority of a quorum of directors of the Fund who are neither "interested
persons" of the Fund nor parties to the proceeding ("disinterested non-party
directors"), or (b) an independent legal counsel in a written opinion. The
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Investment Manager shall be entitled to advances from the Fund for payment of
the reasonable expenses (including reasonable counsel fees and expenses)
incurred by it in connection with the matter as to which it is seeking
indemnification in the manner and to the fullest extent permissible under law.
Prior to any such advance, the Investment Manager shall provide to the Fund a
written affirmation of its good faith belief that the standard conduct necessary
for indemnification by the Fund has been met and a written undertaking to repay
any such advance if it should ultimately be determined that the standard of
conduct has not been met. In addition, at least one of the following additional
conditions shall be met: (a) the Investment Manager shall provide a security in
form and amount acceptable to the Fund for its undertaking; (b) the Fund is
insured against losses arising by reason of the advance; or (c) a majority of a
quorum of disinterested non-party directors, or independent legal counsel, in a
written opinion, shall have determined, based on a review of facts readily
available to the Fund at the time the advance is proposed to be made, that there
is reason to believe that the Investment Manager will ultimately be found to be
entitled to indemnification.
9. DURATION AND TERMINATION. This Agreement shall have an initial term
beginning April 19, 2001 and ending April 18, 2003, and then shall continue in
effect thereafter for successive annual periods, but only so long as such
continuance is specifically approved at least annually by the affirmative vote
of (i) a majority of the members of the Fund's Board of Directors who are not
parties to this Agreement or "interested persons" (as defined in the Investment
Company Act of 1940 (the "1940 Act")) of any such party, cast in person at a
meeting called for the purpose of voting on such approval, and (ii) the Fund's
Board of Directors or the holders of a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Fund.
Notwithstanding the above, this Agreement (a) may nevertheless be
terminated at any time, without penalty, by the Fund's Board of Directors, by
vote of holders of a majority of the outstanding voting securities (as defined
in the 1940 Act) of the Fund or by the Investment Manager, upon sixty (60) days'
written notice delivered to each party hereto, and (b) shall automatically be
terminated in the event of its assignment (as defined in the 1940 Act). Any such
notice shall be deemed given when received by the addressee.
10. GOVERNING LAW. This Agreement shall be governed, construed and
interpreted in accordance with the laws of the State of New York, provided,
however, that nothing herein shall be construed as being inconsistent with the
1940 Act.
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11. NOTICES. Any notice hereunder shall be in writing and shall be
delivered in person or by telex or facsimile (followed by delivery in person) to
the parties at the addresses set forth below:
IF TO THE FUND:
--------------
CLEMENTE STRATEGIC VALUE FUND, INC.
c/o Cornerstone Advisors, Inc.
One West Pack Square, Suite 750
Asheville, North Carolina 28801
Attention: Mr. Ralph W. Bradshaw
Telephone No.: (828) 255-4833
Fax No.: (828) 210-8183
IF TO THE INVESTMENT MANAGER:
CORNERSTONE ADVISORS, INC
One West Pack Square, Suite 750
Asheville, North Carolina 28801
Attention: Mr. Gary A. Bentz
Telephone No.: (828) 255-4831
Fax No.: (828) 210-8183
or to such other address as to which the recipient shall have informed the other
party in writing.
Unless specifically provided elsewhere, notice given as provided
above shall be deemed to have been given, if by personal delivery, on the day of
such delivery, and, if by facsimile and mail, on the date on which such
facsimile or mail is sent.
12. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto caused their duly authorized
signatories to execute this Agreement as of the day and year first written
above.
CLEMENTE STRATEGIC VALUE FUND, INC.
By: _________________________
Name: Ralph W. Bradshaw
Title: Chairman of the Board
CORNERSTONE ADVISORS, INC
By: _________________________
Name: Gary A. Bentz
Title: Vice President
A-6
PROXY STATEMENT APPENDIX B
AUDIT COMMITTEE CHARTER
CLEMENTE STRATEGIC VALUE FUND, INC.
ORGANIZATION
------------
The members of the Audit Committee of the Board of Directors
("Directors") of Clemente Strategic Value Fund, Inc., a closed-end registered
investment company (the "Fund") are selected by the full Board of Directors. The
members of the Audit Committee shall consist of not less than three persons
(except as otherwise provided below) who are not "interested persons" (as
defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended)
of the Fund and who are "independent" within the meaning of the audit committee
rules of any securities exchange on which the Fund's shares are listed for
trading. Each member of the Audit Committee shall be financially literate, as
such qualification is interpreted by the Board of Directors in its business
judgment, or must become financially literate within a reasonable period of time
after his appointment to the Audit Committee. At least one member of the Audit
Committee must have accounting or related financial management expertise, as the
Board of Directors interprets such qualification in its business judgment. In
the event that the Fund currently has less than three members on its Audit
Committee it must have three members not later than June 14, 2001.
STATEMENT OF POLICY
-------------------
The Fund's Audit Committee oversees the financial reporting process
for the Fund. The Fund's Board and its Audit Committee recognize that they are
the shareholders' representatives, that the auditors are ultimately accountable
to the Board of Directors and the Audit Committee and that the Board of
Directors and the Audit Committee have the authority and responsibility to
select, evaluate and, where appropriate, recommend to shareholders the selection
or replacement of the outside auditors.
The Fund's Audit Committee shall monitor the process for the Fund's
valuation of portfolio assets. This is key to providing shareholders and
regulators adequate, meaningful information for decision making. Members of the
Fund's Audit Committee must have a general understanding regarding the
accounting process and the control structure in place for the Fund. Open
communication with management and the independent auditors is essential.
This Charter shall be reviewed annually by the Board of the Fund.
RESPONSIBILITIES OF THE AUDIT COMMITTEE
---------------------------------------
In order to provide reasonable flexibility, the following listed
Committee responsibilities are described in broad terms:
o The Audit Committee's role is clearly one of oversight and review and not
of direct management of the audit process. The Fund's Board and Audit
Committee note that the outside auditors are ultimately accountable to the
Board and the Audit Committee.
o The Audit Committee members are responsible for a general understanding of
the Fund's accounting systems and controls.
o Committee members shall periodically evaluate the independent audit firm's
performance and the costs of its services. The Audit Committee will make
recommendations to the full Board of Directors regarding the selection of
the independent audit firm. The Committee shall request from the
independent auditors periodically a formal written statement (1)
delineating all relationships between the auditors and the Fund, its
investment adviser and their corporate affiliates and including
disclosures regarding the auditors' independence required by Independence
Standards Board Standard No. 1, as may be modified or supplemented, and
(2) certifying that, in the view of the auditors, they are independent
public accountants with respect to the Fund within the meaning of the
Securities Act of 1933, as amended, and the applicable rules and
regulations thereunder. The Audit Committee is responsible for actively
engaging in a dialogue with the auditors with respect to any disclosed
relationships or services that may affect the objectivity and independence
of the auditors, and for recommending that the full Board take appropriate
steps, if any, in response to the auditors' response to satisfy itself of
the independence of the auditors.
o The Fund's Audit Committee is responsible for reviewing the scope of the
audit proposed by the Fund's independent auditors.
o The Fund's Audit Committee is responsible for recording minutes of its
meetings and reporting significant matters to the full Board of Directors.
The Audit Committee shall meet no less frequently than annually and
receive information (as necessary) from, among others, the Fund's
investment advisor or its counsel and Fund counsel, in addition to the
auditors, in order to be informed about legal and accounting issues having
the possibility of affecting the financial reporting process. This would
include items of industry-wide importance and internal issues such as
litigation.
o The Fund's Audit Committee is responsible for (i) reviewing and discussing
with management and the auditors the Fund's audited financial statements;
and (ii) discussing with the auditors the matters required to be discussed
by Statement on Auditing Standards No. 61, as may be modified or
supplemented. The Audit Committee shall confirm that the independent
auditors are satisfied with the disclosure and content of the Fund's
audited financial statements and shall advise the Board of Directors with
respect to its recommendation as to the inclusion of the Fund's audited
financial statements in its Annual Report to Shareholders.
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o In reviewing the activities of the independent auditors, the Fund's Audit
Committee shall consider the auditors' comments with respect to the
appropriateness and adequacy of the Fund's accounting policies, procedures
and principles.
o The Audit Committee should take appropriate steps to keep apprised of
regulatory changes and new accounting pronouncements that affect net asset
value calculations and financial statement reporting requirements.
o The Fund's Audit Committee shall review and reassess the adequacy of this
Charter on an annual basis.
EFFECTIVE DATE
This Audit Committee Charter shall be effective as of June 1, 2000.
The Audit Committee Charter was reapproved by the Fund's Board of Directors on
February 9, 2001.
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