CORNERSTONE PROGRESSIVE RETURN FUND
CORNERSTONE STRATEGIC VALUE FUND, INC.
CORNERSTONE TOTAL RETURN FUND, INC.
CODE OF ETHICS FOR SENIOR OFFICERS
PREAMBLE
Section 406 of the Sarbanes-Oxley Act of 2002 directs that rules be
adopted disclosing whether a company has a code of ethics for senior financial
officers. The U.S. Securities and Exchange Commission (the "SEC") has adopted
rules requiring annual disclosure of an investment company's code of ethics
applicable to the company's principal executive as well as principal financial
officers, if such a code has been adopted. In response, Cornerstone Progressive
Return Fund, Cornerstone Strategic Value Fund, Inc. and Cornerstone Total Return
Fund, Inc. (the "Funds") have each adopted this Code of Ethics.
STATEMENT OF POLICY
It is the obligation of the senior officers of each Fund to provide
full, fair, timely and comprehensible disclosure--financial and otherwise--to
the Fund's shareholders, regulatory authorities and the general public. In
fulfilling that obligation, senior officers must act ethically, honestly and
diligently. This Code is intended to enunciate guidelines to be followed by
persons who serve each Fund in senior officer positions. No Code of Ethics can
address every situation that a senior officer might face; however, as a guiding
principle, senior officers should strive to implement the spirit as well as the
letter of applicable laws, rules and regulations, and to provide the type of
clear and complete disclosure and information each Fund's shareholders have a
right to expect.
The purpose of this Code of Ethics (the "Code") is to promote high
standards of ethical conduct by Covered Persons (as defined below) in their
capacities as officers of the Funds, to instruct them as to what is considered
to be inappropriate and unacceptable conduct or activities for officers and to
prohibit such conduct or activities. This Code supplements other policies that
the Funds and its adviser have adopted or may adopt in the future with which
Fund officers are also required to comply (e.g., code of ethics relating to
personal trading and conduct).
COVERED PERSONS
This Code applies to those persons appointed by the each Fund's Board
of Directors (or Trustees, as the case may be) as Chief Executive Officer,
President, Chief Financial Officer and Chief Accounting Officer, or persons
performing similar functions.
PROMOTION OF HONEST AND ETHICAL CONDUCT
In serving as an officer of a Fund, each Covered Person must maintain
high standards of honesty and ethical conduct and must encourage his colleagues
who provide services to a Fund, whether directly or indirectly, to do the same.
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Each Covered Person understands that as an officer of a Fund, he has a
duty to act in the best interests of the Fund and its shareholders. The
interests of the Covered Person's personal interests should not be allowed to
compromise the Covered Person from fulfilling his duties as an officer of the
Fund.
If a Covered Person believes that his personal interests are likely to
materially compromise his objectivity or his ability to perform the duties of
his role as an officer of a Fund, he should consult with the Fund's chief legal
officer or outside counsel. Under appropriate circumstances, a Covered Person
should also consider whether to present the matter to the Directors/Trustees of
a Fund or a committee thereof.
No Covered Person shall suggest that any person providing, or
soliciting to be retained to provide, services to a Fund give a gift or an
economic benefit of any kind to him in connection with the person's retention or
the provision of services.
PROMOTION OF FULL, FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE DISCLOSURE
No Covered Person shall create or further the creation of false or
misleading information in any SEC filing or report to Fund shareholders. No
Covered Person shall conceal or fail to disclose information within the Covered
Person's possession legally required to be disclosed or necessary to make the
disclosure made not misleading. If a Covered Person shall become aware that
information filed with the SEC or made available to the public contains any
false or misleading information or omits to disclose necessary information, he
shall promptly report it to Fund counsel, who shall advise such Covered Person
whether corrective action is necessary or appropriate.
Each Covered Person, consistent with his responsibilities, shall
exercise appropriate supervision over, and shall assist, Fund service providers
in developing financial information and other disclosure that complies with
relevant law and presents information in a clear, comprehensible and complete
manner. Each Covered Person shall use his best efforts within his area of
expertise to assure that Fund reports reveal, rather than conceal, each Fund's
financial condition.
Each Covered Person shall seek to obtain additional resources if he
believes that available resources are inadequate to enable the Fund to provide
full, fair and accurate financial information and other disclosure to regulators
and Fund shareholders.
Each Covered Person shall inquire of other Fund officers and service
providers, as appropriate, to assure that information provided is accurate and
complete and presented in an understandable format using comprehensible
language.
Each Covered Person shall diligently perform his services to the Fund,
so that information can be gathered and assessed early enough to facilitate
timely filings and issuance of reports and required certifications.
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PROMOTION OF COMPLIANCE WITH APPLICABLE GOVERNMENT LAWS, RULES AND REGULATIONS
Each Covered Person shall become and remain knowledgeable concerning
the laws and regulations relating to each Fund and their operations and shall
act with competence and due care in serving as an officer of a Fund. Each
Covered Person with specific responsibility for financial statement disclosure
will become and remain knowledgeable concerning relevant auditing standards,
generally accepted accounting principles, FASB pronouncements and other
accounting and tax literature and developments.
Each Covered Person shall devote sufficient time to fulfilling his
responsibilities to the Funds.
Each Covered Person shall cooperate with each Fund's independent
auditors, regulatory agencies and internal auditors in their review or
inspection of the Fund and its operations.
No Covered Person shall knowingly violate any law or regulation
relating to a Fund or their operations or seek to illegally circumvent any such
law or regulation.
No Covered Person shall engage in any conduct involving dishonesty,
fraud, deceit or misrepresentation involving a Fund or its operations.
PROMOTING PROMPT INTERNAL REPORTING OF VIOLATIONS
Each Covered Person shall promptly report his own violations of this
Code and violations by other Covered Persons of which he is aware to the
Chairman of the Fund's Audit Committee.
Any requests for a waiver from or an amendment to this Code shall be
made to the Chairman of the Fund's Audit Committee. All waivers and amendments
shall be disclosed as required by law.
SANCTIONS
Failure to comply with this Code will subject the violator to
appropriate sanctions, which will vary based on the nature and severity of the
violation. Such sanctions may include censure, suspension or termination of
position as an officer of the Fund. Sanctions shall be imposed by the Fund's
Audit Committee, subject to review by the entire Board of Directors/Trustees of
the Fund.
Each Covered Person shall be required to certify annually whether he
has complied with this Code.
NO RIGHTS CREATED
This Code of Ethics is a statement of certain fundamental principles,
policies and procedures that govern the Fund's senior officers in the conduct of
the Fund's business. It is not intended to and does not create any rights in any
employee, investor, supplier, competitor, shareholder or any other person or
entity.
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RECORDKEEPING
Each Fund will maintain and preserve for a period of not less than six
(6) years from the date such action is taken, the first two (2) years in an
easily accessible place, a copy of the information or materials supplied to the
Board (i) that provided the basis for any amendment or waiver to this Code and
(ii) relating to any violation of the Code and sanctions imposed for such
violation, together with a written record of the approval or action taken by the
Board.
AMENDMENTS
The Directors/Trustees will make and approve such changes to this Code
of Ethics as they deem necessary or appropriate to effectuate the purposes of
this Code.
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CODE OF ETHICS FOR SENIOR OFFICERS
I HEREBY CERTIFY THAT:
(1) I have read and I understand the Code of Ethics for Senior Officers
adopted by the Cornerstone Progressive Return Fund, Cornerstone Strategic Value
Fund, Inc., and the Cornerstone Total Return Fund, Inc. (the "Code of Ethics");
(2) I recognize that I am subject to the Code of Ethics;
(3) I have complied with the requirements of the Code of Ethics during the
calendar year ending December 31, 2009; and
(4) I have reported all violations of the Code of Ethics required to be
reported pursuant to the requirements of the Code during the calendar year
ending December 31, 2009.
Set forth below exceptions to items (3) and (4), if any:
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Name: _________________
Date: _________________