SecProbe.io

1Rupert, Kevin C.
From: Schwartz, Geoffrey <SCHWARTZ-G@Blankrome.com>
Sent: Wednesday, October 17, 2012 11:11 AM
To: Rupert, Kevin C.
Subject: Cornerstone Funds - Rights Offerings
Attachments: CLM (PROSPECTUS - COMPARED TO CFP 2012 RIGHTS OFFERING).DOC; CLM (SAI -
COMPARED TO 2012 CFP RIGHTS OFFERING). DOC; CLM (PROSPECTUS - COMPARED
TO 2011 RIGHTS OFFERING).DOC; CLM (SAI - COMPARED TO 2011 RIGHTS
OFFERING).DOC; CRF (PROSPECTUS - COMPARED TO CFP 2012 RIGHTS OFFERING).DOC; CRF (SAI - COMPARED TO 2012 CFP RIGHTS OFFERING).DOC; CRF
(PROSPECTUS - COMPARED TO 2011 RIGHTS O FFERING).DOC; CRF (SAI - COMPARED
TO 2011 RIGHTS OFFERING).DOC
Mr. Rupert,
 As discussed,  attached are the following  blacklines:

Cornerstone  Strategic Value Fund, Inc. (CLM)

1)      Prospectus  – compared  to the Cornerstone  Progressive  Return Fund (CFP) rights offering in May 2012
2)      SAI – compared  to the CFP rights offering in May 2012
3)      Prospectus  – compared  to the CLM rights offering in Nov 2011
4)      SAI – compared  to the CLM rights offering in Nov 2011
  Cornerstone  Total Return Fund, Inc. (CRF)

1)      Prospectus  – compared  to the CFP rights offering in May 2012
2)      SAI – compared  to the CFP rights offering in May 2012
3)      Prospectus  – compared  to the CRF rights offering in Nov 2011
4)      SAI – compared  to the CRF rights offering in Nov 2011

Please let me know if you have any questions  or require anything further.
  Thank you,
 Geoff

Geoffrey D. Schwartz | Blank Rome LLP
One Logan Square 130 North 18th Street | Philadelphia, PA 19103-6998
Phone: 215.569.5734 | Fax: 215.832.5734 | Email: Schwartz-G@BlankRome.com

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900200.00001/12246331v.1 228502101  Cornerstone Progressive Return Fund 15,776,109 Strategic Value Fund,
Inc.
[___] Rights for 5,258,703 [___] Shares of Beneficial Interest Common Stock
_________________________
Cornerstone Progressive Return Strategic Value Fund  , Inc. (the “Fund”) is issuing non-transferable rights (“Rights”) to its
holders of record of shares of beneficial interest (“Shares”) of common stock (“Common Stock”) (such holders herein defined as
“Shareholders”).  hereinafter referred to as “Stockholders”, and th e shares of Common Stock, the “Shares”).  These Rights
will allow Shareholders Stockholders to subscribe for new Shares. For every three (3) Rights a Shareholder Stockholder receives,
such Shareholder Stockholder will be entitled to buy one (1) new Share.  Each Shareholder Stockholder will receive one Right for
each outstanding Share it owns on May 22 [___] , 2012 (the “Record Date”).  Fractional Shar es will not be issued upon the exercise of
the Rights.  Accordingly, the number of Rights to be issued to a Shareholder Stockholder on the Record Date will be rounded up to
the nearest whole number of Rights evenly divisible by three. Shareholders Stockholders on the Record Date may purchase Shares
not acquired by other Shareholders Stockholders in this Rights offering (the “Offering”), su bject to certain limitations discussed in
this pProspectus.  Additionally, if there are not enough unsubscribed Sh ares to honor all over-subscription requests, the Fund may, in
its sole discretion, issue additional Shares up to 100% of the Shares available in the Offering to honor over -subscription requests.  See
“The Offering” below.
The Rights are non-transferable, and may not be purchased or sold. Rights will expire without residual value at the Expiration
Date (defined below). The Rights will not be listed for trading on the NYSE MKT  LLC (“NYSE MKT”) , and there will not be any
market for trading Rights.  The Shares to be issued pursuan t to the Offering will be listed for trading on the NYSE MKT  LLC
(“NYSE MKT”) , subject to the NYSE MKT being officially notified of the issuance of those Shares.  On May 4 [___] , 2012, the last
reported net asset value (“NAV”) per Share was $ 5.09 [___] and the last reported sales price per Share on the NYSE MKT was
$7.01[___] , which represents a 37.72 [___] % premium to the Fund’s NAV per Share.  The subscription price per Share (the
“Subscription Price”) will be the greater of (i) 107% of NAV per Share as calcula ted at the close of trading on the date of exp iration of
the Offering and (ii) 90% of the market price per Share at such ti me.  The considerable number of Shares shares that may be issued as
a result of the Offering may cause the premium above NAV at which the Fund’s Shares shares are currently trad ing to decline,
especially if Shareholders stockholders exercising the Rights attempt to sell sizeable numbers of Shares shares immediately after
such issuance.
SHAREHOLDERS STOCKHOLDERS WHO CHOOSE TO EXERCISE THEIR RIGHTS WILL NOT KNOW THE
SUBSCRIPTION PRICE PER SHARE AT  THE TIME THEY EXERCISE  SU CH RIGHTS BECAUSE THE OFFERING
WILL EXPIRE ( Ii.Ee., CLOSE)  PRIOR TO THE AVAILABILITY  OF THE FUND’S NAV AND OTHER RELEVANT
MARKET INFORMATION ON THE EXPIRATION DATE.  ONCE A SHAREHOLDER STOCKHOLDER SUBSCRIBES
FOR SHARES AND THE FUND RECEIVES PAYMENT, SUCH SHAREHOLDER STOCKHOLDER WILL NOT BE
ABLE TO CHANGE HIS, HER OR ITS DECISION.  THE O FFERING WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON JUNE 22 [___] , 2012 (THE “EXPIRATION DATE”), UNLESS EXTENDED  BY THE FUND , AS DISCUSSED IN
THIS PROSPECTUS .
The Fund is a diversified, closed-end management investment company. The Fund’s investment objective is to provide total
return.  The Fund pursues its investment objective seek long-term capital appreciation through investing primarily in the equity
securities of U.S. and non-U.S. companies.  There can be no assurance that the Fund’s objective will be achieved.
For more information, please call AST Fund Solutions, LLC (the “Information Agent”) toll free at (800) 581-4001.

Investing in the Fund involves risks. See “Risk Factors” on page 36 29 of this prospectus.
 Estimated Subscription
Price(1) Estimated Sales Load Estimated Proceeds
to the Fund(2)
Per Share $6.31 $[___]  None $6.31 $[___]
Total $33,182,415.93 $[___] None $33,182,415.93 $[___]
____________________________
(1) Because the Subscription Price w ill not be determined until after printing and dist ribution of this prosp ectus, the “Estimated
Subscription Price” above is an es timate of the  subscription pri ce based on the Fund’s per-Share  NAV and market price at the
close of trading on May 4 [___] , 2012.  See “The Offering - Subscription Pri ce” and “The Offering - Payment for Shares.”
(2) Proceeds to the Fund are before deduction of expenses incurred by the Fund in connection with the Offering, estimated to be
approximately $ 89,000 109,000 .  Funds received prior to the final due date of this Offering will be de posited in a segregated
account pending allocation and dist ribution of Shares.  Interest, if any, on s ubscription monies will be paid to the Fund
regardless of whether Shares are issued by the Fund; interest  will not be used as credit toward the purchase of Shares.

900200.00001/12246331v.1 228502101  Neither the Securities and Ex change Commission nor any stat e securities commission has ap proved or disapproved these
securities or determined if this prospectus is truthful or co mplete. Any representation to the contrary is a criminal offense.
The date of this prospectus is May 24 [___] , 2012.
(continued on following page)

ii | P a g e

900200.00001/12246331v.1
ii
900200.00001/12246331v.1   (continued from previous page)
The Fund’s Shares are listed on the NYSE MKT under the ticker symbol “C FPLM.”
Investment Adviser.  Cornerstone Advisors, Inc. (the “Adviser”) acts as the Fund’s investment adviser. See “Management of
the Fund.”  As of March September 310, 2012, the Adviser managed two other closed-end funds with combined assets with the Fund
of $213,924,552 approximately $249 million .  The Adviser’s address is 1075 Hendersonville Road, Suite 250, Asheville, North
Carolina, 28803.
This prospectus sets forth concisely the information about the Fund that you should know before deciding whether to invest
in the Fund.  A Statement of Additional Information, dated May 24 [___] , 2012 (the “Statement of Additional Information”), and other
materials, containing additional information about the Fund, have  been filed with the Securitie s and Exchange Commission (the
“SEC”). The Statement of Additional Information is incorporated by reference in its entirety into this prospectus, which means it is
considered to be part of this prospectus. You may request a free copy of the Statement of Additional Information, the table of contents
of which is on page 54 49 of this prospectus, and other information filed with th e SEC, by calling collect (513) 326-3597 or by writing
to the Fund c/o Ultimus Fund Solutions, LLC, 350 Jericho Turnpike , Suite 206, Jericho, NY 11753.  The Fund files annual and sem i-
annual shareholder stockholder reports, proxy statements and other information with the SEC. The Fund does not have an Iinternet
website.  You can obtain this information or the Fund’s Statement of Additional Information or any information regarding the Fu nd
filed with the SEC from the SEC’s web site ( http://www.sec.gov ).
The Fund’s Shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other
insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve  Board
or any governmental agency.

iii
900200.00001/12246331v.1 228502101  You should rely only on the info rmation contained or incorporated by reference in this prospectus.
We have not authorized anyone to provide you with di fferent information. We are no t making an offer to sell
these securities in any jurisdiction where the offer or sa le is not permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus. The Fund  will amend this prospectus if, during
the period this prospectus is required to be delivered, th ere are any material changes to  the facts stated in this
prospectus subsequent to the date of this prospectus.
TABLE OF CONTENTS
SUMMARY ....................................................................................................................... ......................................... 41
SUMMARY OF FUND EXPENSES ...................................................................................................... ................ 1616
THE FUND  .............................................................................................................................. ................................... 16
THE FUND16THE OFFERING ...................................................................................................................... ...... 1616
FINANCIAL HIGHLIGHTS .......................................................................................................... ......................... 2526
USE OF PROCEEDS ............................................................................................................... ............................... 2629
INVESTMENT OBJECTIVE S AND POLICIES ................................................................................................... 2629
RISK FACTORS .................................................................................................................. ................................... 3640
LISTING OF SHARES ............................................................................................................. .............................. 4147
MANAGEMENT OF  THE FUND ........................................................................................................ .................. 4148
DETERMINATION OF NE T ASSET VALUE .............................................................................................. ........ 4351
DISTRIBUTION POLICY ........................................................................................................... ........................... 4352
DIVIDEND REINVESTMENT PLAN .................................................................................................... ............... 4556
FEDERAL INCOME  TAX MATTERS .................................................................................................... .............. 4758
DESCRIPTION OF CAPITAL STRUCTURE .............................................................................................. ......... 5062
LEGAL MATTERS ................................................................................................................. ............................... 5365
REPORTS TO S HAREH TOLDERS53 CKHOLDERS  ........................................................................................... 66
INDEPENDENT REGISTERED PU BLIC ACCOUNT ING FIRM ....................................................................... 5366
ADDITIONAL INFORMATION ........................................................................................................ ................... 5366
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..................................... 5467
THE FUND’S PRIVACY POLICY ..................................................................................................... ................... 5568

900200.00001/12246331v.1  SUMMARY
This summary does not contain all of the information that you should consider before investing in the Fund.
You should review the more detailed information contained or incorporated by reference in this prospectus and in
the Statement of Additional Information, particularly th e information set forth under the heading “Risk Factors.”
The Fund Cornerstone Progressive Return Strategic Value Fund  , Inc. is a
diversified, closed-end management investment company.  The
Fund is an unincorporated statutory trust established under
the laws of the State of De laware upon the filing of a
Certificate of Trust with the S ecretary of State of the State of
Delaware on April 26 It was incorporated in Maryland  on
May 1 , 2007.  The Fund 1987 and commenced investment
operations on September 10 June 30 , 2007 1987 . The
Fund’s shares of beneficial interest (“  Shares ”)  of Common
Stock are traded on the NYSE MK T under the ticker symbol
“CFPLM” .  ” As of May 4 September 30 , 2012, the Fund had
154,77644,1094 Shares issued and outstanding.
The Offering The Fund is offering non-transferable rights (“Rights”) to its
Shareholders Stockholders as of the close of business on May
22[___] , 2012.  These Rights will