CORNERSTONE PROGRESSIVE RETURN FUND
350 Jericho Turnpike, Suite 206
Jericho, NY 11753
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 16, 2013
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 16, 2013: 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 April 16, 2013 at the Fifth Floor
Conference Room, One West Pack Square, Asheville, NC 28801, for the following
purposes:
1. To approve the election of five trustees to hold office until the year
2014 Annual Meeting of Shareholders (Proposal 1); and
2. 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 February 19, 2013 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 are available free of charge for
any shareholder by writing to the Fund, c/o Ultimus Fund Solutions, LLC, 350
Jericho Turnpike, Suite 206, Jericho, NY 11753, by calling collect
(513)326-3597, or by visiting the Fund's web site at
www.cornerstoneprogressivereturnfund.com.
By Order of the Board of Trustees
Gary A. Bentz
Secretary
Dated: March 1, 2013
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN, DATE,
SIGN AND MAIL THE ENCLOSED PROXY CARD IN THE ENCLOSED REPLY ENVELOPE. YOUR
PROMPT RESPONSE WILL HELP ASSURE A QUORUM AT THE MEETING.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to you
and avoid the time and expense to the Fund involved in validating your vote if
you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.
3. Other Accounts: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of
registration. For example:
REGISTRATION
CORPORATE ACCOUNTS VALID SIGNATURE
(1) ABC Corp. ABC Corp. (by John Doe, Treasurer)
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp.c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d/ 12/28/78 Jane B. Doe
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA John B. Smith
(2) John B. Smith John B. Smith, Jr., Executor
CORNERSTONE PROGRESSIVE RETURN FUND INC.
350 Jericho Turnpike, Suite 206
Jericho, NY 11753
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
to be held on April 16, 2013
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 2013 (the "Meeting") to be held 12:00 noon, eastern time, on April 16,
2013 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 March 1, 2013.
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. 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 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.
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.
The trustees and officers of the Fund and Ultimus Fund Solutions, LLC, the
administrator to the Fund (the "Administrator") may be involved in the
solicitation of proxies. The Fund does not reimburse such persons for the
solicitation of proxies.
The Fund expects that the solicitation will be primarily by mail, but also may
include telephone, electronic, oral or other means of communication. If the Fund
does not receive your proxy by a certain time, you may receive a telephone call
from a proxy soliciting agent asking you to vote. The cost of soliciting the
proxies will be borne by the Fund.
Only holders of issued and outstanding common shares of beneficial interest of
record at the close of business on February 19, 2013 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 19, 2013 was 25,060,079. 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, 350
Jericho Turnpike, Suite 206, Jericho, NY 11753, 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 1,
2013.
PROPOSAL NO. 1
ELECTION OF TRUSTEES
The Board of Trustees currently consists of five members. All of the members
were approved by the Shareholders at the Year 2012 Annual Meeting.
At the Meeting, Shareholders will be asked to vote for the election of five
Trustees to hold office until the year 2014 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 five nominees.
Each nominee has indicated that he will serve if elected, and the Board of
Trustees has no reason to believe that any of the nominees named below will
become unavailable for election as a Trustee, but if any nominee should be
unable to serve, the proxy will be voted for any other person determined by the
persons named in the proxy in accordance with their judgment.
The following table sets forth the names, addresses, birth dates and principal
occupations of each of the nominees for election as Trustees:
NOMINEES
NAME POSITION(S) TERM OF PRINCIPAL NUMBER OF DIRECTORSHIPS
AND ADDRESS(1) WITH FUND OFFICE OCCUPATION PORTFOLIOS IN HELD BY NOMINEE
(BIRTH DATE) SINCE OVER PAST FUND COMPLEX FOR DIRECTOR OUTSIDE
5 YEARS OVERSEEN BY OF FUND COMPLEX*
DIRECTOR
NON-INTERESTED NOMINEES
Edwin Meese III Trustee; Audit, 2007 Distinguished 3 None
(Dec.1931) Nominating and Fellow, The
Corporate Heritage
Governance Foundation
Committee Member Washington D.C.;
Distinguished
Visiting Fellow
at the Hoover
Institution,
Stanford
University;
Senior Adviser,
Revelation L.P.;
Direct or of
Cornerstone Total
Return Fund, Inc.
and Cornerstone
Strategic Value
Fund, Inc.
Scott B. Rogers Trustee; Audit, 2007 Director, Board 3 None
(July 1955) Nominating and of Health
Corporate Partners, Inc.;
Governance Chief Executive
Committee Member Officer,
Asheville
Buncombe
Community
Christian
Ministry; and
President, ABCCM
Doctor's Medical
Clinic;
Director of
Cornerstone Total
Return Fund, Inc.
and Cornerstone
Strategic Value
Fund, Inc.
NOMINEES (CONTINUED)
NAME POSITION(S) TERM OF PRINCIPAL NUMBER OF DIRECTORSHIPS
AND ADDRESS(1) WITH FUND OFFICE OCCUPATION PORTFOLIOS IN HELD BY NOMINEE
(BIRTH DATE) SINCE OVER PAST FUND COMPLEX FOR TRUSTEE OUTSIDE
FIVE YEARS OVERSEEN BY OF FUND COMPLEX*
TRUSTEE
Andrew A. Trustee; Chairman 2007 Attorney and 3 None
Strauss of Nominating and senior member of
(Nov. 1953) Corporate Strauss &
Governance Associates, P.A.,
Committee and Attorneys;
Audit Committee Director of
Member Cornerstone Total
Return Fund, Inc.
and Cornerstone
Strategic Value
Fund, Inc.
Glenn W. Wilcox, Sr. Trustee; Chairman 2007 Chairman of the 3 Director of
(Dec. 1931) of Audit Committee Board of Tower Champion
and Nominating and Associates, Inc.; Industries, Inc.
Corporate Chairman of the
Governance Board and Chief
Committee Member Executive Officer
of Wilcox Travel
Agency, Inc.;
Director of Champion
Industries, Inc.;
Director of
Cornerstone Total
Return Fund, Inc.
and Cornerstone
Strategic Value
Fund, Inc.
INTERESTED TRUSTEE NOMINEE
Ralph W. Bradshaw Chairman of the 2007 President, 3 None
(Dec. 1950)** Board of Trustees Cornerstone
and President Advisors, Inc.;
Financial
Consultant;
President and
Director of
Cornerstone Total
Return Fund, Inc.
and Cornerstone
Strategic Value
Fund, Inc.
(1) The mailing address of each Nominee/Trustee with respect to Fund operations
is 350 Jericho Turnpike, Suite 206, Jericho, NY 11753.
* As of December 31, 2012, 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. (the "Investment
Adviser") Each of the above Trustees oversee all of the Funds in the Fund
Complex.
** Mr. Bradshaw is an "interested person" as defined in the Investment Company
Act of 1940 because of his affiliation with Cornerstone Advisors, Inc.
The Board believes that the significance of each Trustee's experience,
qualifications, attributes or skills is an individual matter (meaning that
experience that is important for one Trustee may not have the same value for
another) and that these factors are best evaluated at the Board level, with no
single Trustee, or particular factor, being indicative of the Board's
effectiveness. The Board determined that each of the Trustees is qualified to
serve as a Trustee of the Fund based on a review of the experience,
qualifications, attributes and skills of each Trustee. In reaching this
determination, the Board has considered a variety of criteria, including, among
other things: character and integrity; ability to review critically, evaluate,
question and discuss information provided, to exercise effective business
judgment in protecting shareholder interests and to interact effectively with
the other Trustees, the Investment Adviser, other service providers, counsel and
the independent registered accounting firm ("independent auditors"); and
willingness and ability to commit the time necessary to perform the duties of a
Trustee. Each Trustee's ability to perform his duties effectively is evidenced
by his experience or achievements in the following areas: management or board
experience in the investment management industry or companies or organizations
in other fields, educational background and professional training; and
experience as a Trustee of the Fund. 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
December 31, 2012 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 20 years
of extensive investment management experience and also formerly served as a
Director of several other closed-end funds. Prior to founding the Investment
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
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.
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.
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, 2012. The information as to beneficial
ownership is based on statements furnished to the Fund by each Trustee.
NAME DOLLAR RANGE OF EQUITY SECURITIES IN AGGREGATE DOLLAR RANGE OF EQUITY IN
THE FUND ALL FUNDS OVERSEEN BY TRUSTEES IN
FUND COMPLEX
NON-INTERESTED TRUSTEES
Edwin Meese III 0 0
Scott B. Rogers Over $100,000 Over $100,000
Andrew A. Strauss 0 0
Glenn W. Wilcox Sr. $1-$10,000 $10,001-$50,000
INTERESTED TRUSTEE
Ralph W.Bradshaw $50,001-$100,000 Over $100,000
EXECUTIVE OFFICERS
In addition to Mr. Bradshaw, the current principal officers of the Fund are:
NAME AND ADDRESS(1) POSITION WITH FUND TERM OF OFFICE SINCE PRINCIPAL OCCUPATION OVER
(BIRTH DATE) PAST 5 YEARS
Gary A. Bentz Chief Compliance Officer; 2007, 2008, 2009 Chairman and Chief Financial
(June 1956) Secretary, and Assistant Officer of Cornerstone
Treasurer Advisors, 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.
Theresa M. Bridge Treasurer 2012 Vice President and Mutual
(December 1969) Fund Controller of Ultimus
Fund Solutions, LLC (since
September 2000)
(1) The officers' address with respect to Fund operations 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, 2012, 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.
NAME OF TRUSTEE TRUSTEE SINCE AGGREGATE COMPENSATION TOTAL COMPENSATION FROM FUND
FROM FUND AND FUND COMPLEX* PAID TO
TRUSTEE
Glenn W. Wilcox, Sr. 2007 $15,000 $45,000
Andrew A. Strauss 2007 $15,000 $45,000
Edwin Meese III 2007 $15,000 $45,000
Scott B. Rogers 2007 $15,000 $45,000
Ralph W. Bradshaw 2007 0 0
* For compensation purposes, the Fund Complex refers to the Fund, Cornerstone
Strategic Value Fund, Inc., and Cornerstone Total Return Fund, Inc., all of
which were managed by Cornerstone Advisors, Inc. during the year ended December
31, 2012.
Transactions With Fund Affiliates. As of December 31, 2012, 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 five individuals, one of whom is an Interested Trustee.
The Chairman of the Board, Mr. Bradshaw, is the Interested Trustee and is the
President of the Fund, the President of the Investment Adviser, and is the
President and a director of Cornerstone Total Return Fund, Inc. and Cornerstone
Strategic Value Fund, Inc. The Board does not have a lead independent trustee.
The Board believes that its structure facilitates the orderly and efficient flow
of information to the Trustees from the Investment Adviser and other service
providers with respect to services provided to the Fund, potential conflicts of
interest that could arise from these relationships and other risks that the Fund
may face. The Board further believes that its structure allows all of the
Trustees to participate in the full range of the Board's oversight
responsibilities. The Board believes that the orderly and efficient flow of
information and the ability to bring each Trustee's talents to bear in
overseeing the Fund's operations is important, in light of the size and
complexity of the Fund and the risks that the Fund faces. The Board and its
committees review their structure regularly, to help ensure that it remains
appropriate as the business and operations of the Fund and the environment in
which the Fund operates changes.
Currently, the Board has an Audit Committee and a Nominating and Corporate
Governance Committee. The responsibilities of each committee and its members are
described below. Each of the Trustees attended at least seventy-five (75%)
percent of the five (5) meetings of the Board of Trustees and the four (4)
meetings of its committees(including regularly scheduled and special meetings)
held during the period for which he was a member. The Board does not have a
policy regarding Trustees' attendance at the annual shareholders meeting,
but all are invited to attend. Last year, two Trustees attended the meeting.
THE AUDIT COMMITTEE
The Fund has a standing Audit Committee (the "Committee"), which is comprised of
Messrs. Wilcox, Sr., Meese, Rogers and Strauss, 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. 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 2012 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,
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 does not have a
policy with regard to considering diversity when identifying candidates for
election, but would expect to consider racial, gender and professional
experience diversity when identifying future candidates. 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. The
deadline for submitting a Shareholder proposal for inclusion in the Fund's proxy
statement and proxy for the Fund's 2013 annual meeting of shareholders pursuant
to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, is November
1, 2013. 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 November 1, 2013. 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 2013, the Committee met and discussed the nomination of the Trustees of the
Fund for the 2013 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 2012 calendar year.
BOARD'S ROLE IN RISK OVERSIGHT OF THE FUND
The Board oversees risk management for the Fund directly and, as to certain
matters, through its Audit and Nominating and Corporate Governance Committees.
The Board exercises its oversight in this regard primarily through requesting
and receiving reports from and otherwise working with the Fund's senior officers
(including the Fund's Chief Compliance Officer), portfolio management personnel
of the Adviser, the Fund's independent auditors, legal counsel and personnel
from the Fund's other service providers. The Board has adopted, on behalf of the
Fund, and periodically reviews with the assistance of Fund personnel, 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 consider whether any changes to
the 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, EDWIN MEESE III, SCOTT B. ROGERS, ANDREW A.
STRAUSS AND GLENN W. WILCOX, SR. AS TRUSTEES OF THE FUND.
AUDIT COMMITTEE REPORT
In 2013, the Audit Committee met with the Fund's Administrator, Ultimus Fund
Solutions, LLC 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, 2012. The Fund's independent public
accounting firm represented to the Audit Committee that the Fund's financial
statements were prepared in accordance with U.S. generally accepted accounting
principles, and the Audit Committee has reviewed and discussed the financial
statements with the Fund's Administrator and its independent registered public
accounting firm. The Audit Committee also discussed with the independent
registered public accounting firm matters required to be discussed by
Statement on Auditing Standards No. 61.
The Fund's independent registered public accounting firm also provided to the
Audit Committee the written disclosures required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and the Audit
Committee discussed with the independent registered public accounting firm their
independence, in light of the services they were providing.
Based upon the Audit Committee's discussion with the Fund's Administrator and
the independent registered public accounting firm and the Audit Committee's
review of the representations and report of the independent registered public
accounting firm to the Audit Committee, the Audit Committee recommended that the
Board of Trustees include the audited financial statements in the Fund's Annual
Report for the year ended December 31, 2012 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
RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Fund's independent registered public accounting firm for the calendar year
ended December 31, 2012, 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, 2013.
A representative of Tait, Weller & Baker LLP is not expected to be present at
the Annual Meeting of Shareholders or make a statement, 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 year ended December 31, 2012 and 2011 were:
SERVICE 2012 2011
Audit Fees $ 14,500 $ 14,500
Audit-Related Fees 0 0
Tax Fees (1) 3,500 3,500
All Other Fees 1,500 1,500
-------- --------
Total $ 19,500 $ 19,500
-------- --------
(1) Tax services in connection with the Fund's excise tax calculations and
review of the Fund's applicable tax returns.
(2) All Other Fees represents charges for review of the Fund's rights offering
documents.
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. Audit Fees for the years ended December 31, 2012 and 2011 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, 2012 and
2011 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 for the year 2012 relate to charges for review of
the Fund's rights offering documents.
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, 2012,
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 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 350 Jericho Turnpike, Suite 206,
Jericho, NY 11753, 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
Shares, 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, 2012.
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 December 31, 2012:
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OF COMMON STOCK
BENEFICIALLY OWNED
None
Additionally, on February 19, 2013, Cede & Co., a nominee for participants in
the Depository Trust Company, held of record 25,045,980 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
Fund 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 2014,
must be received by the Fund addressed to Cornerstone Progressive Return Fund,
c/o Ultimus Fund Solutions, LLC, 350 Jericho Turnpike, Suite 206, Jericho, NY
11753 in advance of the meeting as set forth in this document.
CORNERSTONE PROGRESSIVE RETURN FUND
Gary A. Bentz, Secretary
Dated: March 1, 2013
CORNERSTONE PROGRESSIVE RETURN FUND
PROXY CARD FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 16, 2013
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. Ralph W. Bradshaw, 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 shares of 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 Fifth Floor
Conference Room, One West Pack Square, Asheville, NC 28801, on April 16, 2013 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 instructions with respect to the
election of the trustees and the 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 Proposal 1 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 16, 2013
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, proxy statement and proxy card are available at
http://www.proxyvote.com
-----
PLEASE SIGN, DATE 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 five (5) Trustees:
NOMINEES:
/ / FOR ALL NOMINEES / / Ralph W. Bradshaw
WITHHOLD AUTHORITY / / Edwin Meese III
/ / FOR ALL NOMINEES / / Scott B. Rogers
/ / Andrew A. Strauss
/ / FOR ALL EXCEPT / / Glenn W. Wilcox, Sr.
(See instructions below)
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to
withhold, as shown here: o
2. ______ In their discretion, the proxies are authorized to consider and vote
upon such other 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.
To change the address on your account, please check the box at right and
indicate your new address in the address space above. [ ] Please note that
changes to the registered name(s) on the account may not be submitted by this
method.
SIGNATURE OF SHAREHOLDER_______________________ DATE___________________
SIGNATURE OF SHAREHOLDER_______________________ DATE___________________
NOTE: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.