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

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[ ] Preliminary Proxy Statement
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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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CORNERSTONE PROGRESSIVE RETURN FUND
305 Madison Avenue
New York, NY 10165

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 21, 2009

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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 April 21, 2009 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
2010 Annual Meeting of Shareholders (Proposal No. 1); and

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

The Board of Trustees has fixed the close of business on February 17,
2009 as the record date for the determination of shareholders entitled to notice
of, and to vote at, this Meeting or any adjournment thereof. The stock transfer
books will not be closed.

Copies of the Fund's most recent annual report may be ordered free of
charge by any shareholder by writing to the Fund, c/o Ultimus Fund Solutions,
LLC, 305 Madison Avenue, New York, NY 10165, or by calling collect (513)
326-3597.

By Order of the Board of Trustees

Gary A. Bentz
Secretary

Dated: March 2, 2009

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
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(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
305 Madison Avenue
New York, New York 10165

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PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
to be held on April 21, 2009

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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 2009 (the "Meeting") to be held 12:00 noon, eastern
time, on April 21, 2009 at the Fifth Floor Conference Room, One West Pack
Square, Asheville, NC 28801, and at any and all adjournments thereof. A form of
proxy is enclosed herewith. This Proxy Statement and the accompanying form of
proxy are being first mailed to shareholders of the Fund ("Shareholder(s)") on
or about March 2, 2009.

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.

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

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.

The cost of soliciting the proxies will be borne by the Fund. Proxy
solicitations will be made primarily by mail, but solicitations may also be made
by telephone, telegraph or personal interviews conducted by officers of the Fund
or Ultimus Fund Solutions, LLC, the administrator to the Fund (the
"Administrator").

Only holders of issued and outstanding common shares of beneficial
interest of record at the close of business on February 17, 2009 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 February 17, 2009 was 9,336,920. 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, 305 Madison Avenue, New York, NY 10165, 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
March 2, 2009.

PROPOSAL NO. 1

ELECTION OF TRUSTEES

At the Meeting, Shareholders will be asked to elect six Trustees to
hold office until the year 2010 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 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 above 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*
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NON-INTERESTED NOMINEES

Thomas H. Lenagh Trustee; 2007 Independent Financial Advisor; 3 Director of Adams
(Nov. 1924) Audit, Director of Photonics Products Group; Express Company,
Nominating and Director of Cornerstone Total Return Petroleum and Resources
Corporate Fund, Inc. and Cornerstone Strategic Corporation, and
Governance Value Fund, Inc. PPGI Industries
Committee
Member

Edwin Meese III Trustee; 2007 Distinguished Fellow, The Heritage 3 Director of Carrington
(Dec. 1931) Audit, Foundation Washington D.C.; Laboratories, Inc.
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, Inc.
Cornerstone Total Return Fund, Inc. and
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*
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NON-INTERESTED NOMINEES (CONTINUED)

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
305 Madison Avenue, New York, NY 10165.
* As of December 31, 2008, 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 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, 2008. 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 $50,001-$100,000 $50,001-$100,000

INTERESTED TRUSTEE

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

EXECUTIVE OFFICERS

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

NAME AND
ADDRESS (1) TERM OF
(BIRTH DATE) POSITION WITH FUND OFFICE SINCE PRINCIPAL OCCUPATION OVER PAST 5 YEARS
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William A. Clark Vice President 2007 Director and Stockholder of Cornerstone
(Oct. 1945) Advisors, Inc.; Vice President and former
Director of Cornerstone Total Return Fund, Inc. and
Cornerstone Strategic Value Fund, Inc.;
Financial Consultant; former Director of
Investors First Fund, Inc.

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.

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(1) The officers' address is the same as 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, 2008, 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
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Glenn W. Wilcox, Sr. 2007 $15,000 $47,000
Andrew A. Strauss 2007 $15,000 $47,000
Edwin Meese III 2007 $15,000 $46,000
Scott B. Rogers 2007 $15,000 $47,000
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, 2008.

TRUSTEE TRANSACTIONS WITH FUND AFFILIATES. As of December 31, 2008,
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.

Each of the Trustees attended at least seventy-five (75%) percent of
the six meetings of the Board of Trustees (including regularly scheduled and
special meetings) held during the period for which he was a Trustee.

THE AUDIT COMMITTEE

During the calendar year ended December 31, 2008, 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 2008 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 2010 annual meeting of
shareholders pursuant to Rule 14a-8 promulgated under the Securities Exchange
Act of 1934, is November 2, 2009. 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 December 2, 2009 nor earlier
than the close of business on November 2, 2009. 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 2009, the Committee met and discussed the nomination of the Trustees
of the Fund for the 2009 Annual Meeting of Shareholders. Each Nominee was
recommended by the non-interested Trustees.

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.

AUDIT COMMITTEE REPORT

In 2009, 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 inception
date of the Fund to December 31, 2008. 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 period ending December 31, 2008 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 period
ended December 31, 2008, 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, 2009.

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 years ended December 31, 2008 and December
31, 2007 were:

SERVICE 2008 2007
--------------------------------------------------------------------------------
Audit Fees $ 14,100 $ 13,600
Audit-Related Fees (1) 0 1,000
Tax Fees (2) 3,000 2,700
All Other Fees 0 0
Total $ 17,100 $ 17,300

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(1) Audit-Related Fees include charges related to the audit of seed
capital.

(2) 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, 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 year ended December 31, 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. "All Other
Fees" includes fees incurred related to merger, accounting research, and other
special projects.

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, 2008, 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 One West Pack Square, Suite 1650, Asheville, North Carolina 28801.
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 other closed-end funds,
Cornerstone Total Return Fund, Inc. and Cornerstone Strategic Value Fund, Inc.
Messrs. Bradshaw, Bentz and Clark are the only shareholders of the Investment
Adviser.

Mr. Bradshaw, an owner of Cornerstone Advisors, Inc., is President and
Chairman of the Board of Trustees of the Fund. Mr. Bentz, currently Chief
Compliance Officer, Secretary, and Assistant Treasurer of the Fund, and Mr.
Clark, Vice President of the Fund, are also owners of Cornerstone Advisors, Inc.
The address of Messrs. Bradshaw, Bentz, and Clark is One West Pack Square, Suite
1650, Asheville, North Carolina 28801.

THE ADMINISTRATOR

Ultimus Fund Solutions, LLC, whose address is 305 Madison Avenue, New
York, NY 10165, 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, 2008.

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 February 17, 2009:

NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF FUND
------------------- -------------------- ---------------
Doliver Capital Advisors, LP* 9,004,565 shares 96.4%
6363 Woodway, Suite 963
Houston, TX 77057

BPM Partners Ltd** 674,700 shares 7.2%
5606 Cavanaugh
Houston, TX 77021

Ronald G. Olin*** 922,000 shares 9.9%
24 Browntown Rd.
Asheville, NC 28803

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* Based on amended Schedule 13G filed with the SEC on behalf of Doliver
Capital Advisors, LP with respect to the Fund on February 13, 2009
(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 BPM Partners
Ltd. with respect to the Fund on September 21, 2007.
*** Based on Schedule 13G filed with the SEC on behalf of Ronald G. Olin
with respect to the Fund on September 21, 2007.

Additionally, on February 17, 2009, Cede & Co., a nominee for
participants in the Depository Trust Company, held of record 9,332,493 shares of
the Fund, equal to approximately 99.9% 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 2010, must be received by the Fund addressed to Cornerstone Progressive
Return Fund, c/o Ultimus Fund Solutions, LLC, 305 Madison Avenue, New York, NY
10165 in advance of the meeting as set forth in this document.

CORNERSTONE PROGRESSIVE RETURN FUND

Gary A. Bentz, Secretary

Dated: March 2, 2009

CORNERSTONE PROGRESSIVE RETURN FUND
PROXY CARD FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 21, 2009
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. William A. Clark, Andrew A.
Strauss, 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 April 21, 2009 at 12:00 noon, Eastern
Time, or at any adjournment thereof, with all the powers which the undersigned
would possess if personally present, as designated on the reverse hereof.

The undersigned hereby revokes any proxy previously given and instructs
the said proxies to vote in accordance with the aforementioned instructions with
respect to (1) the election of six Trustees; and (2) the consideration and vote
of such other matters as may properly come before the Annual Meeting of
Shareholders or any adjournment 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 Proposal1, and in their discretion with respect to such
other matters as may properly come before the Annual Meeting of Shareholders, 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

April 21, 2009

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) AND "FOR" PROPOSAL 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]

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

FOR WITHHOLD

Ralph W. Bradshaw / / / /

Thomas H. Lenagh / / / /

Edwin Meese III / / / /

Scott B. Rogers / / / /

Andrew A. Strauss / / / /

Glenn W. Wilcox, Sr. / / / /

2. 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 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.

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.