UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-8F
APPLICATION FOR DEREGISTRATION OF CERTAIN REGISTERED INVESTMENT COMPANIES.
INSTRUCTIONS FOR USING FORM N- 8F
THIS FORM MAY BE FILED BY AN INVESTMENT COMPANY ("FUND") THAT IS CURRENTLY
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE INVESTMENT
COMPANY ACT OF 1940 ("ACT"), IS SEEKING TO DEREGISTER, AND IS IN ONE OF THE FOUR
CATEGORIES IN INSTRUCTION 1 BELOW.
1. To use this form, the fund must be seeking to deregister under one of
the following circumstances identified in rule 8f-1 [17 CFR 270.8f-1]:
(a) The fund has (i) sold substantially all of its assets
to another registered fund or (ii) merged into or
consolidated with another registered fund ("MERGER");
(b) The fund has distributed substantially all of its
assets to its shareholders and has completed, or is
in the process of, winding up its affairs
("LIQUIDATION");
(c) The fund qualifies for an exclusion from the
definition of "investment company" under section
3(c)(1) or section 3(c)(7) of the Act ("ABANDONMENT
OF REGISTRATION"); or
(d) The fund has become a business development company
("BUSINESS DEVELOPMENT COMPANY").
2. If the fund is not eligible to use this form, refer to rule 0-2 under
the Act [17 CFR 270.0-2] for general instructions on filing an
application with the Commission. Applications for deregistration
pursuant to rule 0-2 must be submitted electronically in accordance
with rule 101(a)(1)(iv) of Regulation S-T [17 CFR 232.101(a)(1)(iv)]
and the EDGAR Filer Manual.
3. This form and all exhibits must be submitted electronically to the
Commission in accordance with rule 101(a)(1)(iv) of Regulation S-T [17
CFR 232.101(a)(1)(iv)] and the EDGAR Filer Manual.
4. Amendments to this form also must be filed electronically (SEE
Instruction 3 above), and must include a verification identical to the
one that appears at the end of this form.
5. No fee is required to submit this form or any amendments.
6. Funds are reminded of the requirement to timely file a final Form N-SAR
with the Commission. SEE rule 30b1-1 under the Act [17 CFR 270.30b1-1];
Form N-SAR [17 CFR 274.101].
SEC'S COLLECTION OF INFORMATION
An agency may not conduct or sponsor, and a person is not required to
respond to, a collection of information unless it displays a currently valid OMB
control number. A fund that wishes to deregister and is in one of the four
categories in Instruction 1 may use this form. The principal purpose of this
collection of information is to enable the Commission to determine that a
registered investment company has ceased to be an investment company as defined
by the Act or is a business development company. The Commission estimates that
the burden for completing this form will be approximately 3 hours per filing.
Any member of the public may direct to the Commission any comments concerning
the accuracy of the burden estimate of this form, and any suggestions for
reducing this burden. This collection of information has been reviewed by the
Office of Management and Budget in accordance with the clearance requirements of
44 U.S.C. ss. 3507. Responses to this collection of information will not be kept
confidential.
TEXT OF THE FORM BEGINS ON THE NEXT PAGE.
I. GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister (check ONLY ONE; for descriptions, SEE
Instruction 1 above):
[X] MERGER
[ ] LIQUIDATION
[ ] ABANDONMENT OF REGISTRATION
(Note: Abandonment of Registration answer ONLY questions 1 through 15,
24 and 25 of this form and complete verification at the end of the
form.)
[ ] Election of status as a BUSINESS DEVELOPMENT COMPANY
(Note: Business Development Companies answer ONLY questions 1 through
10 of this form and complete verification at the end of the form.)
2. Name of fund: Progressive Return Fund, Inc.
3. Securities and Exchange Commission File No.: 811-05891.
4. Is this an initial Form N-8F or an amendment to a previously filed Form N-8F?
[X] Initial Application [ ] Amendment
5. Address of Principal Executive Office: 383 Madison Avenue, New York,
New York 10179
6. Name, address and telephone number of individual the Commission staff
should contact with any questions regarding this form: Thomas R.
Westle, Esq.; c/o Blank Rome LLP, 405 Lexington Avenue, New York, New
York 10174, (212) 885-5239.
7. Name, address and telephone number of individual or entity responsible
for maintenance and preservation of fund records in accordance with
rules 31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]: Mr.
Frank Maresca; c/o Bear Stearns Funds Management Inc., 383 Madison
Avenue, NY, NY 10179, (212) 272-2093.
NOTE: ONCE DEREGISTERED, A FUND IS STILL REQUIRED TO MAINTAIN AND
PRESERVE THE RECORDS DESCRIBED IN RULES 31A-1 AND 31A-2 FOR THE PERIODS
SPECIFIED IN THOSE RULES.
8. Classification of fund (check only one):
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company
9. Sub-classification if the fund is a management company (check only one):
[ ] Open-end [X] Closed-end
10. State law under which the fund was organized or formed (E.g., Delaware,
Massachusetts): Maryland
11. Provide the name and address of each investment adviser of the fund
(including sub-advisers) during the last five years, even if the fund's
contracts with those advisers have been terminated:
a) Cornerstone Advisors, Inc., One West Pack Square, Suite 1650,
Asheville, NC 28801;
b) Credit Suisse Asset Management, LLC, 466 Lexington Avenue, New York, NY
10017.
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated:
N/A
13. If the fund is a unit investment trust ("UIT") provide:
(a) Depositor's name(s) and address(es):
(b) Trustee's name(s) and address(es):
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (E.g., an insurance company separate account)?
[ ] Yes [X ] No
If Yes, for each UIT state:
Name(s):
File No.: 811-______
Business Address:
15. (a) Did the fund obtain approval from the board of directors
concerning the decision to engage in a Merger, Liquidation or
Abandonment of Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place:
February 20, 2004.
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning
the decision to engage in a Merger, Liquidation or Abandonment
of Registration?
[X] Yes [ ] No
If Yes, state the date on which the shareholder vote took place:
June 23, 2004.
If No, explain:
II. DISTRIBUTIONS TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection with
the Merger or Liquidation?
[X] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those distributions:
June 25, 2004
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
(c) Were the distributions made PRO RATA based on share ownership?
[X] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of
distributions to shareholders. For Mergers, provide the
exchange ratio(s) used and explain how it was calculated:
(e) LIQUIDATIONS ONLY:
Were any distributions to shareholders made in kind?
[ ] Yes [ ] No
If Yes, indicate the percentage of fund shares owned by affiliates, or
any other affiliation of shareholders:
17. CLOSED-END FUNDS ONLY:
Has the fund issued senior securities?
[ ] Yes [X] No
If Yes, describe the method of calculating payments to senior security
holders and distributions to other shareholders:
18. Has the fund distributed ALL of its assets to the fund's shareholders?
[X] Yes [ ] No
If No,
(a) How many shareholders does the fund have as of the date this form is
filed?
(b) Describe the relationship of each remaining shareholder to the fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests?
[ ] Yes [X] No
If Yes, describe briefly the plans (if any) for distributing to, or
preserving the interests of, those shareholders:
III. ASSETS AND LIABILITIES
20. Does the fund have any assets as of the date this form is filed? (SEE
QUESTION 18 ABOVE)
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund as of
the date this form is filed: Not applicable
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or other
liabilities?.7
IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. (a) List the expenses incurred in connection with the Merger or Liquidation:
Cornerstone Strategic Value Fund, Inc. ("CLM") Progressive Return Fund,
Inc. ("PGF")
Estimated Merger Costs
----------------------- -------------- -------------- ---------------
PGF CLM Total
----------------------- -------------- -------------- ---------------
Legal Fees $29,178 $28,379 $57,557
----------------------- -------------- -------------- ---------------
Proxy Solicitation $15,893 $14,136 $30,029
----------------------- -------------- -------------- ---------------
Printing $9,362 $12,318 $21,680
----------------------- -------------- -------------- ---------------
Public Accountants $5,000 $5,000 $10,000
----------------------- -------------- -------------- ---------------
AMEX Fees $1,675 $1,675 $3,350
----------------------- -------------- -------------- ---------------
SEC Registration Fees $3,280 $0 $3,280
----------------------- -------------- -------------- ---------------
AST Project Fees $7,500 $7,500 $15,000
----------------------- -------------- -------------- ---------------
Stock Certificates $0 $10,000 $10,000
----------------------- -------------- -------------- ---------------
Directors Meeting fees $2,000 $2,000 $4,000
----------------------- -------------- -------------- ---------------
Misc. Expenses $2,000 $2,000 $4,000
----------------------- -------------- -------------- ---------------
----------------------- -------------- -------------- ---------------
Total $75,888 $83,008 $158,896
----------------------- -------------- -------------- ---------------
(b) How were those expenses allocated? Each Fund paid the expenses as set
forth above.
(c) Who paid those expenses? The Fund paid the expenses listed in its column
in Item 22(a) above.
(d) How did the fund pay for un-amortized expenses (if any)? The Fund
expensed all of the amortized expenses.
23. Has the fund previously filed an application for an order of the Commission
regarding the Merger or Liquidation?
[ ] Yes [X] No
If Yes, cite the release numbers of the Commission's notice and order
or, if no notice or order has been issued, the file number and date the
application was filed:
V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceeding?
[ ] Yes [X] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes [X] No
If Yes, describe the nature and extent of those activities:
VI. MERGERS ONLY
26. (a) State the name of the fund surviving the Merger: Cornerstone Strategic
Value Fund, Inc.
(b) State the Investment Company Act file number of the fund surviving the
Merger: 811-05150.
(c) If the merger or reorganization agreement has been filed with the
Commission, state the file number(s), form type used and date the
agreement was filed: File Number 333-113046, Form N-14; filed on
February 24, 2004.
(d) If the merger or reorganization agreement has NOT been filed with the
Commission, provide a copy of the agreement as an exhibit to this form.
VERIFICATION
The undersigned states that (i) he or she has executed this Form N-8F
application for an order under section 8(f) of the Investment Company Act of
1940 on behalf of Progressive Return Fund, Inc. (ii) he or she is the President
of Progressive Return Fund, Inc. and (iii) all actions by shareholders,
directors, and any other body necessary to authorize the undersigned to execute
and file this Form N-8F application have been taken. The undersigned also states
that the facts set forth in this Form N-8F application are true to the best of
his or her knowledge, information and belief.
PROGRESSIVE RETURN FUND, INC.
By: /S/ RALPH W. BRADSHAW
----------------------
Name: Ralph W. Bradshaw
Title: President