EXHIBIT 99.2

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

                             SECRETARY'S CERTIFICATE

I, Gary A. Bentz, Secretary of the Funds, each a closed-end management
investment company organized under the laws of the State of Maryland for CLM,
the State of New York for CRF, and the State of Delaware for CFP, hereby certify
that the following resolutions were duly and unanimously adopted by the
Directors/Trustees, including a majority of the non-interested
Directors/Trustees, at a meeting held on February 15, 2008 and such resolutions
are in full force and effect as of the date hereof:

      AGREEMENT OF JOINT INSUREDS

      RESOLVED, that the Boards of Directors/Trustees of each of the Funds
      hereby approves the continuance of the Agreement of the Joint Insureds, as
      last amended between the Funds.

      JOINT FIDELITY BOND

      RESOLVED, that it is the finding of the Boards of Directors/Trustees of
      each of the Funds that the fidelity bond for the Funds, written by
      National Union Fire Insurance Company (the "Bond") which is in the 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 gross 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 amount presented at this meeting is hereby
      ratified by the Board of Directors/Trustees of each of the Funds,
      including a majority of the disinterested directors/trustees, after having
      given due consideration to, among other things, the number of other
      parties insured under the Bond, the nature of the 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 names as insureds,
      and the extent to which the share of the premium allocated to each Fund
      under the Bond is less than the premium that the Funds would have had to
      pay had it maintained a single insured Bond; and further

      RESOLVED, that the Funds have entered into a joint agreement with all
      parties named as joint insureds providing that in the event recovery is
      received under the Bond as a result of a loss sustained by the Funds and
      one or more other named insureds, the Funds shall receive an equitable and
      proportionate share of the recovery, but at least equal to the amount
      which it would have received had it provided and maintained a single bond;
      and further

      RESOLVED, that the Bond is hereby ratified by the Boards of
      Directors/Trustees of each of the Funds, including a majority of the
      disinterested directors/trustees; and further

      RESOLVED, that the officers of each of the Funds are hereby 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/ GARY A. BENTZ
                             ------------------------
                             Gary A. Bentz
                             Secretary of each Fund