Edgar Filing: CORNERSTONE PROGRESSIVE RETURN FUND

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:

[ ] 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 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)

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[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):

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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 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.:

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(4) Date Filed:

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

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on July 20, 2010

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON July 20, 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 July 20, 2010 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 June 1, 2010 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: June 9, 2010

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
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(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

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PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS to be held on
July 20, 2010

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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 July 20, 2010 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 June 9, 2010.

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.
-1-

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 Altman Group (the "Solicitor"), to assist with
solicitation of proxies. The Fund anticipates that the cost of retaining the
Solicitor will be approximately $10,000. 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.

-2-

Only holders of issued and outstanding common shares of beneficial
interest of record at the close of business on June 1, 2010 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 June 1, 2010 was 9,357,421. 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
June 9, 2010.

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:

-3-

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*
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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.

-4-

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*
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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.

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(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.

-5-

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. In addition, the Board values the diverse
skill sets and experiences that each Trustee contributes. The Board considers
that its diversity as a whole is as a result of a combination of Trustees who
are working in the private, as opposed to public, sector, those that are retired
from professional work and the various perspectives that each Trustee provides
as a result of his present experiences and his background. Information as of
June 1, 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. Mr.
Bradshaw provides the Board with effective business judgment and an ability to
interact effectively with the other Trustees, as well as with the Investment
Adviser, other service providers, counsel and the Fund's independent auditor.
Mr. Bradshaw commits a significant amount of time to the Fund as a Trustee, in
addition to in his capacity as President of the Investment Adviser. The Board
values his strong moral character and integrity.

-6-

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. Mr. Lenagh provides the Board with effective business
judgment and an ability to interact effectively with the other Trustees, as well
as with the Investment Adviser, other service providers, counsel and the Fund's
independent auditor. Mr. Lenagh has demonstrated a willingness to commit the
time necessary to serve as an effective Trustee. The Board values his strong
moral character and integrity.

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

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

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

-7-

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

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
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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

-8-

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)

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(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.

-9-

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

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* 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.

-10-

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.

-11-

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 February 9, 2011. Shareholders wishing to submit proposals or
Trustee nominations that are to be included in such proxy statement and proxy
must deliver notice to the Secretary at the principal executive offices of the
Fund not later than the close of business on February 9, 2011 nor earlier than
the close of business on March 11, 2011 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.

-12-

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.

-13-

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. It is not expected that the requested
change would result in a significant change in the securities in which the Fund
invests, but it may result in how long such securities are held in the Fund's
portfolio. As a result, the requested change would increase the probability that
any gains or losses in the Fund's portfolio would be short-term. There can be no
assurance that the Adviser will be successful in achieving the objective of
total return and the value of the securities in which the Fund would invest may
go down.

-14-

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.

-15-

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

-16-

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.

-17-

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 1075 Hendersonville Road, Suite 250, Asheville, NC 28803. 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.

-18-

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 June 1, 2010:

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 June 1, 2010, Cede & Co., a nominee for participants in
the Depository Trust Company, held of record 9,352,285 shares of the Fund, equal
to approximately 99.95% 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.

-19-

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: June 9, 2010

-20-

CORNERSTONE PROGRESSIVE RETURN FUND
PROXY CARD FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON July 20, 2010

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 July 20, 2010 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

July 20, 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 III
/ / 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___________________

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.