UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14A
                    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 Material Pursuant to Rule 14a-12

                       CORNERSTONE PROGRESSIVE RETURN FUND
                (Name of Registrant as Specified in Its Charter)

                        ---------------------------------
      (Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):
[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 the 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:
         (2) Form, Schedule or Registration Statement No.:
         (3) Filing Party:
         (4) Date Filed:





                       CORNERSTONE PROGRESSIVE RETURN FUND
                               260 Madison Avenue
                               New York, NY 10016

                       ---------------------------------
                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                          To Be Held on _____

                       ---------------------------------

      IMPORTANT  NOTICE  REGARDING  THE  AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL  MEETING  OF SHAREHOLDERS TO BE HELD ON _____, 2010: THE NOTICE OF ANNUAL
MEETING  OF  SHAREHOLDERS  AND  PROXY STATEMENT ARE AVAILABLE ON THE INTERNET AT
WWW.PROXYVOTE.COM.

      NOTICE  IS  HEREBY  GIVEN  that  the  Annual  Meeting of Shareholders (the
"Meeting")  of  Cornerstone  Progressive Return Fund, a Delaware statutory trust
(the  "Fund"),  will  be held at 12:00 noon, eastern time, on _____ at the Fifth
Floor  Conference  Room,  One  West  Pack  Square,  Asheville, NC 28801, for the
following purposes:

      1.    To  approve  the  election  of six trustees to hold office until the
            year 2011 Annual Meeting of Shareholders (Proposal 1); and

      2.    To  amend  the  Fund's fundamental investment objective to be a non-
            fundamental investment objective of providing total return (Proposal
            2); and

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

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

      Copies  of  the  Fund's  most  recent annual report may be ordered free of
charge  by  any  shareholder by writing to the Fund, c/o Ultimus Fund Solutions,
LLC,  260  Madison  Avenue,  New  York,  NY  10016,  or by calling collect (513)
326-3597.

                                           By Order of the Board of Trustees


                                           Gary A. Bentz
                                           Secretary


Dated: _____

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





INSTRUCTIONS FOR SIGNING PROXY CARDS

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

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

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

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

REGISTRATION

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

TRUST ACCOUNTS
--------------

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

CUSTODIAL OR ESTATE ACCOUNTS
----------------------------

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





                      CORNERSTONE PROGRESSIVE RETURN FUND
                               260 Madison Avenue
                            New York, New York 10016

                       ---------------------------------

               PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
                              to be held on _____

                       ---------------------------------
GENERAL

      This  Proxy  Statement is furnished in connection with the solicitation of
proxies  by  the  Board  of  Trustees  of Cornerstone Progressive Return Fund, a
Delaware  statutory  trust  (the  "Fund")  for  use  at  the  Annual  Meeting of
Shareholders  for  the  year 2010 (the "Meeting") to be held 12:00 noon, eastern
time,  on  _____  at  the  Fifth  Floor  Conference  Room, One West Pack Square,
Asheville,  NC 28801, and at any and all adjournments and postponements thereof.
A  form of proxy is enclosed herewith. This Proxy Statement and the accompanying
form   of   proxy   are   being   first  mailed  to  shareholders  of  the  Fund
("Shareholder(s)") on or about _____.

      Any Shareholder who executes and delivers a proxy may revoke it by written
communication  to  the  Secretary of the Fund at any time prior to its use or by
voting in person at the Meeting. Attendance by a Shareholder at the Meeting does
not,  in  itself,  revoke a proxy. Unrevoked proxies will be voted in accordance
with  the  specifications thereon and, unless specified to the contrary, will be
voted  FOR  the  election of Messrs. Thomas H. Lenagh, Edwin Meese III, Scott B.
Rogers,  Andrew  A. Strauss, Glenn W. Wilcox, Sr., and Ralph W. Bradshaw, as the
nominees  for  Trustee  and  FOR the approval of amending the Fund's fundamental
investment objective.

      In  general, abstentions and broker non-votes, as defined below, count for
purposes  of  obtaining  a quorum but do not count as votes cast with respect to
any  proposal  requiring  that  the  broker  has  discretion.  With respect to a
proposal  requiring the affirmative vote of a majority of the Fund's outstanding
common  shares  of  beneficial  interest,  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.

      Proposal  2 (to approve the amendment of the Fund's fundamental investment
objective  to  be  a  non-fundamental  investment  objective  of providing total
return)  requires  the  affirmative vote of a majority of the outstanding voting
securities  of  the  Fund.  Under the Investment Company Act of 1940, as amended
(the  "1940 Act"), the vote of a "majority of the outstanding voting securities"
means  the  affirmative  vote  of  the  lesser  of (a) 67% or more of the shares
present  at  the  Meeting  or  represented by proxy if the holders of 50% of the
outstanding  shares  are present or represented by proxy or (b) more than 50% of
the outstanding voting shares.





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

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

      In  addition,  the  Fund  has  made arrangements with a professional proxy
solicitation  firm,  _____  (the  "Solicitor"),  to  assist with solicitation of
proxies.  The  Fund anticipates that the cost of retaining the Solicitor will be
approximately  $_____.  The  Fund  has agreed to indemnify the Solicitor against
certain  liabilities, including liabilities arising under the federal securities
laws.

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

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

      Only  holders  of  issued  and  outstanding  common  shares  of beneficial
interest  of record at the close of business on _____ are entitled to notice of,
and to vote at, the Meeting. Each such holder is entitled to one vote per common
share so held. The number of common shares of beneficial interest outstanding on
_____  was  _____.  The  Fund  is a diversified closed-end management investment
company.

      Copies  of  the  Fund's  most  recent annual report may be ordered free of
charge  to  any  Shareholder by writing to the Fund, c/o Ultimus Fund Solutions,
LLC,  260  Madison  Avenue,  New  York,  NY  10016,  or by calling collect (513)
326-3597. This report is not to be regarded as proxy-soliciting material.

      This  Proxy  Statement  is  first being mailed to Shareholders on or about
_____.





                                 PROPOSAL NO. 1

                              ELECTION OF TRUSTEES

      At  the  Meeting, Shareholders will be asked to elect six Trustees to hold
office  until  the  year 2011 Annual Meeting of Shareholders or thereafter until
each  of  their respective successors is duly elected and qualified. If elected,
each nominee has consented to serve as a Trustee of the Fund until his successor
is  duly  elected  and qualified. Each Nominee was considered and recommended by
the Fund's Nominating and Corporate Governance Committee.

      The  persons named in the accompanying form of proxy intend to vote at the
Meeting (unless directed not to vote) FOR the election of the six nominees. Each
nominee  has  indicated that he will serve if elected, and the Board of Trustees
has  no  reason  to  believe  that  any  of the nominees named below will become
unavailable  for  election  as a Trustee, 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, birth dates and
principal occupations of each of the nominees for election as Trustees:



                                                  NOMINEES
                                                                                          NUMBER OF
                                                                                          PORTFOLIOS
                                                                                          IN FUND      DIRECTORSHIPS HELD
NAME AND                POSITION(S)    TERM OF                                            COMPLEX      BY NOMINEE FOR
ADDRESS(1)              WITH           OFFICE     PRINCIPAL OCCUPATION OVER               OVERSEEN     TRUSTEE OUTSIDE OF
(BIRTH DATE)            FUND           SINCE      PAST 5 YEARS                            BY TRUSTEE   FUND COMPLEX*
------------------------------------------------------------------------------------------------------------------------------
                                                 NON-INTERESTED NOMINEES
                                                                                        
Thomas H. Lenagh        Trustee;       2007       Independent Financial Advisor;          3            Director of Adams
(Nov. 1924)             Audit,                    Director of Cornerstone Total Return                 Express Company,
                        Nominating and            Fund, Inc. and Cornerstone Strategic                 Petroleum and Resources
                        Corporate                 Value Fund, Inc.                                     Corporation, and
                        Governance                                                                     PPGI Industries
                        Committee
                        Member

Edwin Meese III         Trustee;       2007       Distinguished Fellow, The Heritage      3
(Dec. 1931)             Audit,                    Foundation Washington D.C.;
                        Nominating and            Distinguished Visiting Fellow at the
                        Corporate                 Hoover Institution, Stanford
                        Governance                University; Senior Adviser,
                        Committee                 Revelation L.P.; Director of
                        Member                    Cornerstone Total Return Fund, Inc. and
                                                  Cornerstone Strategic Value Fund, Inc.

Scott B. Rogers         Trustee;       2007       Chairman, Board of Health Partners,     3            Chairman and Director,
(July 1955)             Audit,                    Inc.; Chief Executive Officer,                       Recycling Unlimited;
                        Nominating and            Asheville Buncombe Community                         Director of A-B
                        Corporate                 Christian Ministry; and President,                   Vision Board,
                        Governance                ABCCM Doctor's Medical Clinic;                       Interdenominational
                        Committee                 Appointee, NC Governor's Commission                  Ministerial Alliance,
                        Member                    on Welfare to Work; Director of                      Faith Partnerships,
                                                  Cornerstone Total Return Fund, Inc. and              Inc.
                                                  Cornerstone Strategic Value Fund, Inc.







                                                                                          NUMBER OF
                                                                                          PORTFOLIOS
                                                                                          IN FUND      DIRECTORSHIPS HELD
NAME AND                POSITION(S)    TERM OF                                            COMPLEX      BY NOMINEE FOR
ADDRESS(1)              WITH           OFFICE     PRINCIPAL OCCUPATION OVER               OVERSEEN     TRUSTEE OUTSIDE OF
(BIRTH DATE)            FUND           SINCE      PAST 5 YEARS                            BY TRUSTEE   FUND COMPLEX*
------------------------------------------------------------------------------------------------------------------------------
                                                                                        
Andrew A. Strauss       Trustee;       2007       Attorney and senior member of           3            Director of Deerfield
(Nov. 1953)             Chairman of               Strauss & Associates, P.A.,                          Episcopal Retirement
                        Nominating                Attorneys, Asheville and                             Community
                        and Corporate             Hendersonville, NC; previous
                        Governance                President of White Knight
                        Committee and             Healthcare, Inc. and LMV Leasing,
                        Audit Committee           Inc., a wholly owned
                        Member                    subsidiary of Xerox Credit
                                                  Corporation; Director of Cornerstone
                                                  Total Return Fund, Inc. and
                                                  Cornerstone Strategic Value Fund, Inc.

Glenn W. Wilcox, Sr.    Trustee;       2007       Chairman of the Board of                3            Director of Wachovia
(Dec. 1931)             Chairman of               Tower Associates, Inc.;                              Corp. WNC Regional
                        Audit Committee           Chairman of the Board and Chief                      Advisory Board;
                        and Nominating            Executive Officer of Wilcox Travel                   Director of Champion
                        and Corporate             Agency, Inc.; Director of                            Industries, Inc.
                        Governance                Cornerstone Total Return Fund, Inc..
                        Committee                 and Cornerstone Strategic Value
                        Member                    Fund, Inc.


                                       INTERESTED TRUSTEE NOMINEE

Ralph W.Bradshaw        Chairman       2007       President, Cornerstone Advisors,        3
(Dec. 1950)**           of the Board              Inc.; Financial Consultant; President
                        of Trustees               and Director of Cornerstone Total
                        and President             Return Fund, Inc. and
                                                  Cornerstone Strategic Value Fund, Inc.


-------------

      (1)   The  mailing address of each Trustee with respect to Fund operations
            is  260  Madison  Avenue,  New  York, NY 10016.

      *     As  of December 31, 2009, the Fund Complex is comprised of the Fund,
            Cornerstone  Strategic Value Fund, Inc. and Cornerstone Total Return
            Fund,  Inc.,  all of which are managed by Cornerstone Advisors, Inc.
            Each  of  the  above  Trustees  oversee all of the Funds in the Fund
            Complex.

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

      The  Board  believes  that  the significance of each Trustee's experience,
qualifications,  attributes  or  skills  is  an  individual matter (meaning that
experience  that  is  important  for one Trustee may not have the same value for
another)  and  that these factors are best evaluated at the Board level, with no
single   Trustee,   or  particular  factor,  being  indicative  of  the  Board's
effectiveness.  The  Board  determined that each of the Trustees is qualified to
serve  as  a  Trustee  of  the  Fund  based  on  a  review  of  the  experience,
qualifications, attributes and skills of each Trustee. In reaching this





determination,  the Board has considered a variety of criteria, including, among
other  things:  character and integrity; ability to review critically, evaluate,
question  and  discuss  information  provided,  to  exercise  effective business
judgment  in  protecting  shareholder interests and to interact effectively with
the other Trustees, the Investment Adviser, other service providers, counsel and
the   independent  registered  accounting  firm  ("independent  auditors");  and
willingness  and ability to commit the time necessary to perform the duties of a
Trustee.  Each  Trustee's ability to perform his duties effectively is evidenced
by  his  experience  or achievements in the following areas: management or board
experience  in  the investment management industry or companies or organizations
in   other   fields,  educational  background  and  professional  training;  and
experience  as  a  Trustee of the Fund. Information as of _____, 2010 discussing
the  specific  experience, skills, attributes and qualifications of each Trustee
which  led  to  the  Board's determination that the Trustee should serve in this
capacity is provided below.

Ralph  W. Bradshaw. Mr. Bradshaw is co-founder of Cornerstone Advisors, Inc. and
has served as its President since its inception in 2001. He brings over 18 years
of  extensive  investment  management  experience  and also formerly served as a
Director  of  several  other closed-end funds. Prior to founding the Adviser, he
served  in  consulting  and  management  capacities  for  registered  investment
advisory  firms  specializing  in  closed-end  fund investments. His experiences
included  developing  and  implementing  successful  trading  strategies  with a
variety  of  underlying  portfolios containing domestic and international equity
and  fixed-income  investments.  In addition, he has been a financial consultant
and  has  held  managerial  positions  or  operated  small businesses in several
industries. Mr. Bradshaw holds a B.S. in Chemical Engineering and an M.B.A.

Thomas  H.  Lenagh.  Mr.  Lenagh has been involved in the investment company and
financial  industry  for  over  40  years, including as a member of the Board of
Directors  of the Merrill Lynch Funds for over ten years. Earlier in his career,
Mr.  Lenagh  served  as  the  Chief  Executive  Officer  of a public company for
approximately  five  years.  In  addition,  to  the Cornerstone Funds Boards, he
serves  on the Boards of three other public companies. Mr. Lenagh is a Chartered
Financial Analyst.

Edwin Meese III. Mr. Meese holds the Ronald Reagan Chair in Public Policy at The
Heritage Foundation and is also the Chairman of The Heritage Foundation's Center
for Legal and Judicial Studies. He is the former chairman of the governing board
of  George Mason University in Virginia and serves on the board of several civic
and educational organizations. Previously, Mr. Meese served as the 75th Attorney
General  of the United States and immediately prior to that as Counsellor to the
President of the United States for Ronald Reagan.

Scott  B.  Rogers. Reverend Rogers has been the Executive Director of a regional
community ministry organization for over 30 years. In addition to the leadership
and  management  skills  obtained through this work, he contributes a non-profit
perspective  and community insight to the Board's discussions and deliberations,
which provides desirable diversity.





Andrew  A. Strauss. Mr. Strauss is an experienced attorney with a securities law
background.  He  currently  manages  a law firm specializing in estate planning,
probate  and  estate  administration.  In  addition,  Mr.  Strauss  served in an
executive  capacity  with  a  large  public company for over nine years. He is a
graduate  of the Wharton School of the University of Pennsylvania and Georgetown
University Law Center.

Glenn  W. Wilcox, Sr. Mr. Wilcox has been a business owner for over 55 years. He
has  previous  business experience in the real estate development, radio and oil
and  gas  exploration  industries. He serves on the Board of Directors and Audit
Committee  of  another  public  company.  From 1996 until 2004, Mr. Wilcox was a
member  of  the  Board  of Appalachian State University, and was Chairman of the
Board from 2001-2003. He has been a private investor in public equities for over
50 years.

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

         The  following table sets forth, for each Trustee, the aggregate dollar
range  of  equity securities owned of the Fund and of all Funds overseen by each
Trustee  in  the  Fund  Complex  as  of December 31, 2009. The information as to
beneficial  ownership  is  based  on  statements  furnished  to the Fund by each
Trustee.




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

NON-INTERESTED TRUSTEES
                                                        
Edwin Meese III               0                               0
Andrew A. Strauss             0                               $1-$10,000
Thomas H. Lenagh              $1-$10,000                      $1-$10,000
Glenn W. Wilcox Sr.           $1-$10,000                      $10,001-$50,000
Scott B. Rogers               Over $100,000                   Over $100,000

INTERESTED TRUSTEE

Ralph W.Bradshaw             $10,001-$50,000                  Over $100,000






                                    EXECUTIVE OFFICERS

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



NAME AND
ADDRESS (1)                                       TERM OF
(BIRTH DATE)             POSITION WITH FUND       OFFICE SINCE        PRINCIPAL OCCUPATION OVER PAST 5 YEARS
--------------------------------------------------------------------------------------------------------------------------
                                                             
Gary A.Bentz             Chief Compliance         2007, 2008,         Chairman and Chief Financial Officer
(June 1956)              Officer; Secretary, and  2009                of Cornerstone Advisors, Inc.; previous
                         Assistant Treasurer                          Director, Vice President and Treasurer of
                                                                      Cornerstone Strategic Value Fund, Inc. and
                                                                      Cornerstone Total Return Fund, Inc.; Financial
                                                                      Consultant, C.P.A; Chief Compliance Officer,
                                                                      Secretary, and Assistant Treasurer of
                                                                      Cornerstone Total Return Fund, Inc. and Cornerstone
                                                                      Strategic Value Fund, Inc.

Frank J. Maresca         Treasurer                 2009               Executive Vice President of Ultimus Fund Solutions, LLC
(October 1958)                                                        (since March 2009) previous Executive Director, JP
                                                                      Morgan Chase & Co.; Previous
                                                                      President of Bear Stearns Funds Management Inc.;
                                                                      Previous Senior Managing Director of Bear,
                                                                      Stearns & Co. Inc.; Treasurer of Cornerstone
                                                                      Strategic Value Fund, Inc. and Cornerstone
                                                                      Progressive Return Fund (since May 2009)


-----------

      (1)   For  the  purpose  of  Fund operations, the officers' address is the
            same s the Fund's.

      Under  the  federal  securities  laws,  the Fund is required to provide to
Shareholders  in  connection with the Meeting information regarding compensation
paid  to  Trustees  by  the Fund as well as by the various other U.S. registered
investment  companies  advised by the Fund's investment adviser during its prior
calendar   year.   The  following  table  provides  information  concerning  the
compensation  paid  during  the year ended December 31, 2009, to each Trustee of
the  Fund in his capacity solely as a Trustee of the Fund. This information does
not reflect any additional monies received for a named individual serving in any
other  capacity  to  the  Fund.  Please  note that the Fund has no bonus, profit
sharing, pension or retirement plans.



                               TRUSTEE      AGGREGATE COMPENSATION    TOTAL COMPENSATION FROM FUND AND
NAME OF TRUSTEE                SINCE        FROM FUND                 FUND COMPLEX* PAID TO TRUSTEE
------------------------------------------------------------------------------------------------------
                                                             
Glenn W. Wilcox, Sr.           2007         $15,000                   $49,000
Andrew A. Strauss              2007         $15,000                   $47,000
Edwin Meese III                2007         $15,000                   $48,000
Scott B. Rogers                2007         $15,000                   $49,000
Thomas H. Lenagh               2007         $15,000                   $47,000
Ralph W. Bradshaw              2007         0                         0


-----------

      *     For  compensation  purposes,  the  Fund  Complex refers to the Fund,
            Cornerstone Strategic Value Fund, Inc., and Cornerstone Total Return
            Fund,  Inc., all of which were managed by Cornerstone Advisors, Inc.
            during the year ended December 31, 2009.





      TRUSTEE  TRANSACTIONS  WITH  FUND  AFFILIATES.  As  of  December 31, 2009,
neither  the  Independent  Trustees  nor members of their immediate family owned
securities  beneficially  or  of  record  in  Cornerstone  Advisers, Inc., or an
affiliate  of  Cornerstone Advisors, Inc. Furthermore, over the past five years,
neither  the Independent Trustees nor members of their immediate family have any
direct or indirect interest, the value of which exceeds $120,000, in Cornerstone
Advisors, Inc. or any of its affiliates. In addition, since the beginning of the
last  two  fiscal  years,  neither the Independent Trustees nor members of their
immediate  family have conducted any transactions (or series of transactions) or
maintained  any  direct  or  indirect  relationship in which the amount involved
exceeds  $120,000  and  to  which  Cornerstone  Advisors,  Inc. or any affiliate
thereof was a party.

BOARD COMPOSITION AND LEADERSHIP STRUCTURE

      The  Board  consists  of  six  individuals,  one  of whom is an Interested
Trustee.  The Chairman of the Board, Mr. Bradshaw, is the Interested Trustee and
is  the  President  of the Fund, the President of the Investment Adviser, and is
the  President  and  a  director  of  Cornerstone  Total  Return  Fund, Inc. and
Cornerstone  Strategic  Value  Fund,  Inc.  The  Board  does  not  have  a  lead
independent trustee.

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

      Currently, the Board has an Audit Committee and a Nominating and Corporate
Governance Committee. The responsibilities of each committee and its members are
described  below.  Each  of  the  Trustees  attended at least seventy-five (75%)
percent   of   the   four  (4)  meetings  of  the  Board  of  Trustees  and  its
committees(including  regularly  scheduled and special meetings) held during the
period for which he was a member.

THE AUDIT COMMITTEE

      During  the calendar year ended December 31, 2009, the Audit Committee was
composed  of  all  Trustees  who are not interested persons of the Fund, as such
term  is  defined in Section 2(a)(19) of the Investment Company Act. The members
of  the  Audit  Committee  during this period were Messrs. Wilcox, Sr., Strauss,
Meese,  Lenagh  and Rogers. The Board of Trustees has adopted an audit committee
charter.  The  principal  functions  of  the Audit Committee include but are not
limited  to,  (i)  the  oversight  of  the  accounting  and  financial reporting
processes  of  the  Fund and its internal control over financial reporting; (ii)
the  oversight  of  the quality and integrity of the Fund's financial statements
and  the  independent  audit  thereof;  and  (iii)  the  approval,  prior to the
engagement  of, the Fund's independent registered public accounting firm and, in
connection  therewith,  to  review and evaluate the qualifications, independence
and performance of the Fund's independent registered public accounting firm. The
Audit Committee convened four (4) times during the 2009 calendar year.





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

THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

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

      The  Committee  will  consider all nominees recommended by Shareholders of
the  Fund,  so long as Shareholders send their recommendations in writing to the
Secretary  of  the  Fund  in  a  manner  consistent with the Fund's By-laws. The
Committee  will  seek  candidates  for  the  Board  that  have  exhibited strong
decision-making  ability,  substantial  business experience, relevant knowledge,
skills   or  technological  expertise,  and  exemplary  personal  integrity  and
reputation.  Specifically,  the  Committee  assesses all Trustee nominees taking
into  account several factors, including, but not limited to, issues such as the
current  needs  of  the  Board  and  the  nominee's: (i) integrity, honesty, and
accountability;  (ii)  successful  leadership  experience  and  strong  business
acumen;   (iii)   forward-looking,   strategic  focus;  (iv)  collegiality;  (v)
independence  and  absence of conflicts of interests; and (vi) ability to devote
necessary  time  to meet Trustee responsibilities. The Committee will ultimately
recommend nominees that it believes will enhance the Board's ability to oversee,
in an effective manner, the affairs and business of the Fund. The Committee will
consider  and  evaluate  Shareholder-recommended candidates by applying the same
criteria used to evaluate Trustee-recommended candidates. Currently, the By-laws
provide that the deadline for submitting a Shareholder proposal for inclusion in
the  Fund's  proxy  statement  and  proxy  for the Fund's 2011 annual meeting of
shareholders  pursuant  to  Rule 14a-8 promulgated under the Securities Exchange
Act  of  1934,  is  _____.  Shareholders  wishing to submit proposals or Trustee
nominations  that  are not to be included in such proxy statement and proxy must
deliver  notice  to the Secretary at the principal executive offices of the Fund
not  later  than  the  close  of business on _____ nor earlier than the close of
business  on  _____. Shareholders are also advised to review the Fund's By-laws,
which  contain  additional  requirements  with  respect  to  advance  notice  of
Shareholder proposals and Trustee nominations.





      In 2010, the Committee met and discussed the nomination of the Trustees of
the  Fund  for  the  2010  Annual  Meeting  of  Shareholders.  Each  Nominee was
recommended  by  the  non-interested  Trustees.  The  Nominating  and  Corporate
Governance Committee convened four (4) times during the 2009 calendar year.

BOARD'S ROLE IN RISK OVERSIGHT OF THE FUND

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





REQUIRED VOTE

      Trustees  are  elected by a plurality (a simple majority of the votes cast
at  a  meeting)  of the votes cast by the holders of common shares of beneficial
interest of the Fund present in person or represented by proxy at a meeting with
a  quorum  present.  For  purposes  of the election of Trustees, 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 Trustees.

      THE  BOARD  OF  TRUSTEES  RECOMMENDS  THAT THE SHAREHOLDERS VOTE "FOR" THE
ELECTION  OF MESSRS. RALPH W. BRADSHAW, THOMAS H. LENAGH, EDWIN MEESE III, SCOTT
B. ROGERS, ANDREW A. STRAUSS AND GLENN W. WILCOX, SR. AS TRUSTEES OF THE FUND.

                                 PROPOSAL NO. 2

        AMENDMENT OF THE FUND'S FUNDAMENTAL INVESTMENT OBJECTIVE TO BE A
         NON-FUNDAMENTAL INVESTMENT OBJECTIVE OF PROVIDING TOTAL RETURN

      As  described  below, the Board is proposing that Shareholders approve the
amendment   of  the  Fund's  fundamental  investment  objective  to  be  a  non-
fundamental  investment  objective  of  providing total return, pursuant to this
Proposal  2.  The Adviser believes and the Board concurs that it would be in the
best  interest of Shareholders to approve such proposed change in order to allow
the  Fund greater flexibility regarding its investment in other closed-end funds
and securities that have attractive risk/reward characteristics.

WHY  ARE  SHAREHOLDERS  BEING  ASKED  TO  APPROVE  THE  AMENDMENT  OF THE FUND'S
FUNDAMENTAL INVESTMENT OBJECTIVE TO BE A NON-FUNDAMENTAL INVESTMENT OBJECTIVE OF
PROVIDING TOTAL RETURN?

The  Fund's  current  investment  objective  is  long-term total return and is a
fundamental  policy,  which means that it may not be changed without shareholder
approval. The Board believes that it is in the best interests of Shareholders to
amend  the  Fund's  fundamental  investment objective by changing it to become a
non-fundamental investment objective of providing total return. The amendment of
the  Fund's  fundamental investment objective to be a non-fundamental investment
objective  means  that  the  Fund's  investment  objective may be changed in the
future without Shareholder approval if the Board believes that it is in the best
interests  of  the Fund and its Shareholders to do so. The Adviser believes, and
the  Board  concurs,  that  a  non-fundamental investment objective of providing
total return allows the Fund greater flexibility in the management of the Fund's
assets  particularly  regarding  its  investment  in  other closed-end funds and
securities that have attractive risk/reward characteristics.

WHAT  ARE  THE  BENEFITS  OF  RECLASSIFYING THE FUND'S INVESTMENT OBJECTIVE FROM
FUNDAMENTAL TO NON-FUNDAMENTAL?

Under  the  1940  Act,  the  Fund's  investment  objective is not required to be
"fundamental."  A fundamental investment objective may be changed only by a vote
of  the shareholders. To provide the Adviser with enhanced investment management
flexibility,  by  allowing changes to the Fund's investment objective to respond
to  changing  market  conditions or other circumstances in an efficient and cost
effective manner without the need and expense of calling a shareholder meeting,





the  Adviser  proposed, and the Board approved, subject to Shareholder approval,
the   amendment   of   the   Fund's  fundamental  investment  objective  with  a
non-fundamental    investment   objective   of   providing   total   return.   A
non-fundamental  investment  objective  may  be changed at any time by the Board
without  approval by shareholders. However, Shareholders would be given at least
60  days'  prior  written  notice  of  any  proposed future change to the Fund's
investment objective.

WHAT  ARE  THE  MATERIAL  DIFFERENCES BETWEEN THE CURRENT OBJECTIVE OF LONG-TERM
TOTAL RETURN AND THE PROPOSED OBJECTIVE OF TOTAL RETURN?

The  Board  is  proposing  to adopt a non-fundamental objective of total return.
This means that the Adviser would seek to invest the Fund's assets in securities
that  would  increase  in  value  over  time, providing an opportunity to have a
corresponding  increase  in  the Fund's net asset value, or for the Fund to sell
the  security  at a point in time, in the judgment of the Adviser, when it would
be  beneficial  to  the Fund and its Shareholders without respect to the term of
the  holding, resulting in a capital gain. In seeking to achieve this objective,
the  portfolio turnover and the trading costs may rise above the level that they
would  otherwise  be under the current objective. This requested change will not
necessarily  result  in a significant change in the investment management of the
Fund or in greater portfolio turnover and/or trading costs. The requested change
is  primarily  designed  to  provide  greater  flexibility  to the Board and the
Adviser  in  managing the Fund's assets. However, there can be no assurance that
the  Adviser will be successful in achieving this objective and the value of the
securities in which the Fund would invest may go down.

      The  Board  met in person on May 13, 2010 to consider, among other things,
amending  the  Fund's  fundamental  investment objective to be a non-fundamental
investment  objective of providing total return. At the Board meeting, the Board
reviewed  materials  furnished  by  the  Adviser  and  information  provided  by
representatives of the Adviser regarding the proposed non-fundamental investment
objective  of  providing  total  return.  The  Trustees,  including  all  of the
independent   Trustees,   unanimously   approved  the  proposed  non-fundamental
investment objective of providing total return and recommended that Shareholders
of the Fund approve the amendment of the Fund's fundamental investment objective
to  be  a  non-fundamental  investment  objective of providing total return. The
Board  considered  numerous  factors in approving the non-fundamental investment
objective  of  providing  total return and making its recommendation, including:
(1)  the  Adviser's  principals'  demonstrated  experience and capabilities with
respect  to  providing  total  return to investors; (2) the opportunity to avoid
future  delay  and costly shareholder meetings by changing the Fund's investment
objective  from  fundamental  to  non- fundamental; and (3) other factors deemed
relevant  by  the  Board.  Based  upon  a review of the above factors, the Board
concluded that amending the Fund's fundamental investment objective to be a non-
fundamental  investment objective of providing total return would be in the best
interests of the Fund and its Shareholders.

REQUIRED VOTE

      Approval  of Proposal 2 requires the affirmative vote of a majority of the
outstanding  voting  securities  of  the Fund. Under the 1940 Act, the vote of a
"majority  of  the  outstanding voting securities" means the affirmative vote of
the  lesser  of  (a)  67%  or  more  of  the  shares  present  at the Meeting or
represented by proxy if the holders of 50% of the outstanding shares are present
or represented by proxy or (b) more than 50% of the outstanding voting shares.





THE   BOARD   OF  TRUSTEES,  INCLUDING  THE  INDEPENDENT  TRUSTEES,  UNANIMOUSLY
RECOMMENDS  THAT  YOU  VOTE "FOR" PROPOSAL NO. 2 TO APPROVE THE AMENDMENT OF THE
FUND'S  FUNDAMENTAL  INVESTMENT  OBJECTIVE  TO  BE A NON- FUNDAMENTAL INVESTMENT
OBJECTIVE  OF PROVIDING TOTAL RETURN. ANY SIGNED BUT UNMARKED PROXIES WILL BE SO
VOTED  "FOR"  THE  PROPOSED  AMENDMENT  OF  THE  FUND'S  FUNDAMENTAL  INVESTMENT
OBJECTIVE  TO  BE  A  NON-FUNDAMENTAL  INVESTMENT  OBJECTIVE  OF PROVIDING TOTAL
RETURN.

                             AUDIT COMMITTEE REPORT

      In  2010,  the  Audit  Committee met with the Fund's Administrator and the
Fund's  independent registered public accounting firm, Tait, Weller & Baker LLP,
to discuss and review the Fund's audited financial statements for the year ended
December  31, 2009. The Fund's independent public accounting firm represented to
the  Audit  Committee  that  the  Fund's  Financial  statements were prepared in
accordance  with  U.S.  generally  accepted Accounting principles, and the Audit
Committee  has  reviewed  and discussed the financial statements with the Fund's
Administrator  and  its independent registered public accounting firm. The Audit
Committee  also discussed with the independent registered public accounting firm
matters required to be discussed by Statement on Auditing Standards No. 61.

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

      Based  upon the Audit Committee's discussion with the Fund's Administrator
and  the independent registered public accounting firm and the Audit Committee's
review  of  the  representations and report of the independent registered public
accounting firm to the Audit Committee, the Audit Committee recommended that the
Board  of Trustees include the audited financial statements in the Fund's Annual
Report  for  the  year  ended  December  31,  2009 filed with the Securities and
Exchange Commission ("SEC").

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





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

                                             Respectfully submitted,


                                             Glenn W. Wilcox, Sr.
                                             Andrew A. Strauss
                                             Scott B. Rogers
                                             Edwin Meese III
                                             Thomas H. Lenagh


         RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      The  Fund's independent registered public accounting firm for the calendar
year  ended  December  31,  2009,  was the firm of Tait, Weller & Baker LLP. The
Audit  Committee  has  selected  Tait,  Weller  &  Baker  LLP  to  be the Fund's
registered  public  accounting  firm  for  the calendar year ending December 31,
2010.

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

PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Aggregate  fees  for  professional services rendered for the Fund by Tait,
Weller  &  Baker LLP as of or for the calendar years ended December 31, 2009 and
December

31, 2008 were:

        SERVICE                            2009                   2008
--------------------------------------------------------------------------------

        Audit Fees                         $ 14,100               $ 14,100
        Audit-Related Fees                        0                      0
        Tax Fees (1)                          3,000                  3,000
        All Other Fees                            0                      0
        Total                              $ 17,100               $ 17,100

-----------

      (1)   Tax  services  in connection with the Fund's excise tax calculations
            and review of the Fund's applicable tax returns.

      All  of the services performed by the Fund's independent registered public
accounting  firm,  including  audit-related and non-audit related services, were
pre-approved  by  the  Audit  Committee,  as  required under the Audit Committee
Charter.  The Audit Fees for the years ended December 31, 2009 and 2008 were for
professional services rendered for the audits of the financial statements of the
Fund,  reviews,  and  issuances  of  consents,  and  assistance  with  review of
documents filed with the SEC. Tax Fees for the years ended December 31, 2009 and
2008  were  for  services  performed  in  connection  with income and excise tax
services  other  than  those  directly  related  to  the audit of the income tax
accrual.





      The  Audit  Committee  has  considered  and  determined  that the services
provided  by  Tait,  Weller  &  Baker  LLP are compatible with maintaining Tait,
Weller & Baker LLP's independence. The aggregate fees included in Audit Fees are
fees  billed  for the calendar year for the audit of the Fund's annual financial
statements.  Of  the  time  expended by the Fund's independent registered public
accounting  firm  to  audit the Fund's financial statements for the period ended
December 31, 2009, less than 50% of such time involved work performed by persons
other  than  the  independent  registered  public  accounting  firm's full time,
permanent  employees.  Tait,  Weller & Baker LLP did not perform any services on
behalf of Cornerstone Advisors, Inc.

    INFORMATION PERTAINING TO THE FUND'S INVESTMENT ADVISER AND ADMINISTRATOR

THE INVESTMENT ADVISER

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

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

THE ADMINISTRATOR

      Ultimus  Fund  Solutions,  LLC,  whose  address is 260 Madison Avenue, New
York, NY 10016, currently acts as the Administrator of the Fund.

             SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section  16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
and  Section  30(h)  of  the  Investment  Company Act in combination require the
Fund's  Trustees and officers, persons who own more than ten (10%) of the Fund's
Common  Stock,  and the Fund's Investment Adviser and its trustees and officers,
to  file  reports  of  ownership and changes in ownership with the SEC. The Fund
believes  that  the  Fund's trustees and officers, the Fund's Investment Adviser
and  its  Trustees  and  officers  have  complied  with  all  applicable  filing
requirements during the year ended December 31, 2009.

                 INFORMATION PERTAINING TO CERTAIN SHAREHOLDERS

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





NAME AND ADDRESS                    AMOUNT AND NATURE OF
OF BENEFICIAL OWNER                 BENEFICIAL OWNERSHIP        PERCENT OF FUND
-------------------                 --------------------        ---------------
Doliver Capital Advisors, Inc.*       2,902,618 shares               31.1%
6363 Woodway, Suite 963
Houston, TX 77057


Ronald G. Olin**                        751,563 shares                8.0%
24 Browntown Rd.
Asheville, NC 28803

-----------

      *     Based  on  amended  Schedule  13G  filed  with  the SEC on behalf of
            Doliver  Capital  Advisors,  LP  with respect to the Fund on May 11,
            2010  (the  "Filing").  The  Filing  reported  that  Doliver Capital
            Advisors, LP had shared dispositive power, but no voting power.

      **    Based on Schedule 13G filed with the SEC on behalf of Ronald G. Olin
            with respect to the Fund on February 16, 2010.

      Additionally,  on  _____,  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. All the Trustees and
executive officers of the Fund, as of the date of this proxy, owned less than 1%
of the outstanding shares of the Fund.

                             ADDITIONAL INFORMATION

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

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

                                 OTHER BUSINESS

      The  Board of Trustees 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
Shareholders  arise,  including  any  questions  as  to  the  adjournment of the
Meeting,  it  is  the  intention  of  the persons named in the proxy to vote the
proxies  in accordance with their judgment on that matter in the interest of the
Fund.

                    PROPOSALS TO BE SUBMITTED BY SHAREHOLDERS

      All  proposals  by  Shareholders  of  the  Fund  which  are intended to be
presented  at  the Fund's next Annual Meeting of Shareholders, to be held in the
year  2011,  must  be  received by the Fund addressed to Cornerstone Progressive
Return  Fund,  c/o Ultimus Fund Solutions, LLC, 260 Madison Avenue, New York, NY
10016 in advance of the meeting as set forth in this document.

                                          CORNERSTONE PROGRESSIVE RETURN FUND


                                          Gary A. Bentz, Secretary

Dated: _____





                      CORNERSTONE PROGRESSIVE RETURN FUND
        PROXY CARD FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
                          _____

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

      The  undersigned  shareholder  of Cornerstone Progressive Return Fund (the
"Fund")  hereby  constitutes  and  appoints  Messrs. Andrew A. Strauss, Scott B.
Rogers,  and  Glenn  W. Wilcox, Sr., or any of them, the action of a majority of
them  voting  to be controlling, as proxy of the undersigned, with full power of
substitution,  to  vote  all  common  shares  of beneficial interest of the Fund
standing  in  his  or her name on the books of the Fund at the Annual Meeting of
Shareholders of the Fund to be held at the Fifth Floor Conference Room, One West
Pack  Square,  Asheville,  NC 28801, on _____ at 12:00 noon, Eastern Time, or at
any  adjournment  or  postponement  thereof,  with  all  the  powers  which  the
undersigned  would  possess  if personally present, as designated on the reverse
hereof.

      The  undersigned  hereby  revokes any proxy previously given and instructs
the said proxies to vote in accordance with the aforementioned instructions with
respect  to  (1)  the election of six Trustees; (2) amend the Fund's fundamental
investment  objective  to be a non-fundamental investment objective of providing
total  return;  and  (3)  consideration  and  vote  of such other matters as may
properly  come  before  the Annual Meeting of Shareholders or any adjournment or
postponement thereof.

      This  proxy,  when properly executed, will be voted in the manner directed
herein  by  the shareholder. If no such direction is made, the said proxies will
vote  FOR  Proposals 1 and 2, and in their discretion with respect to such other
matters  as  may  properly come before the Annual Meeting of Shareholders or any
adjournment or postponement thereof, in the interest of the Fund.

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





                        ANNUAL MEETING OF SHAREHOLDERS OF
                       CORNERSTONE PROGRESSIVE RETURN FUND

                                 _____ 2010

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

THE  BOARD  OF  TRUSTEES  RECOMMENDS  A  VOTE  "FOR" PROPOSAL 1 (THE ELECTION OF
TRUSTEES);  "FOR" PROPOSAL 2 (THE AMENDMENT OF THE FUND'S FUNDAMENTAL INVESTMENT
OBJECTIVE  TO  BE  A  NON-FUNDAMENTAL  INVESTMENT  OBJECTIVE  OF PROVIDING TOTAL
RETURN); AND "FOR" PROPOSAL 3.

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

1.    To approve the election of six (6) Trustees:

                                                NOMINEES:
          / /  FOR ALL NOMINEES           / /   Ralph W. Bradshaw
                                          / /   Thomas H. Lenagh
               WITHHOLD AUTHORITY         / /   Edwin Meese II
          / /  FOR ALL NOMINEES           / /   Scott B. Rogers
                                          / /   Andrew A. Strauss
          / /  FOR ALL EXCEPT             / /   Glenn W. Wilcox, Sr.
               (See instructions below)


2.    To approve the amendment of the Fund's fundamental investment objective to
      be a non-fundamental investment objective of providing total return.

FOR          AGAINST         ABSTAIN

/ /           / /              / /


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

FOR          AGAINST         ABSTAIN

/ /           / /              / /

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





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

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

SIGNATURE OF SHAREHOLDER____________________________ DATE___________________

SIGNATURE OF SHAREHOLDER____________________________ DATE___________________

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