CORNERSTONE TOTAL RETURN FUND, INC.
                     CORNERSTONE STRATEGIC RETURN FUND, INC.
                CORNERSTONE PROGRESSIVE RETURN FUND (THE "FUND")
                           (COLLECTIVELY THE "FUNDS")

                             SECRETARY'S CERTIFICATE

I, Thomas R. Westle, Secretary of the Fund, a closed-end management investment
company organized under the laws of the State of Delaware, hereby certify that
the following resolutions were duly and unanimously adopted by the Trustees,
including a majority of the non-interested Trustees, at a special telephonic
meeting held on September 26, 2007 and such resolutions are in full force and
effect as of the date hereof:


APPROVAL OF JOINT FIDELITY BOND


                  RESOLVED, that it is the finding of the Board of Trustees of
                  the Fund that the fidelity bond for the Funds, written by
                  National Union Fire Insurance Company (the "Bond"), which is
                  in the aggregate amount of $1,525,000 to cover, among others,
                  officers and employees of the Funds, in accordance with Rule
                  17g-1 under the 1940 Act, is reasonable in form and amount,
                  after having given due consideration to, among other things,
                  the value of the aggregate assets of the Funds to which any
                  person covered under the Bond may have access, the type and
                  terms of the arrangements made for the custody and safekeeping
                  of assets of the Funds and the nature of the securities of the
                  Funds; and further

                  RESOLVED, that the allocation and payment of the premium by
                  each of the Funds under the Bond in the amounts presented at
                  this meeting is hereby ratified by the Board of Trustees of
                  the Fund, including a majority of the disinterested Trustees,
                  after having given due consideration to, among other things,
                  the number of other parties insured under the Bond, the nature
                  of business activities of those other parties, the amount of
                  the Bond and the amount of the premium, the ratable allocation
                  of the premium among all parties named as insureds, and the
                  extent to which the share of the premium allocated to Fund
                  under the Bond is less than the premium that the Fund would
                  have had to pay had it maintained a single insured Bond; and
                  further RESOLVED, that the Bond is hereby ratified by the
                  Board of Trustees, including a majority of the disinterested
                  Trustees; and further


                  RESOLVED, that the officers of the Fund be, and each hereby
                  is, authorized to execute and deliver such documents as may be
                  required to effect the foregoing resolutions, to pay any
                  premium as may from time to time be required and to take such
                  further action as may be required by applicable laws, rules or
                  regulations in connection with implementing the foregoing
                  resolutions.





                  /s/ Thomas R. Westle
                  ---------------------
                  Thomas R. Westle
                  Secretary of each Fund