<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>12
<FILENAME>exh99-2.txt
<TEXT>
                                                                    EXHIBIT 99.2

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

                             SECRETARY'S CERTIFICATE

I, Thomas R. Westle, Secretary of the Funds, each a closed-end management
investment company organized under the laws of the State of Maryland for CLM and
the State of New York for CRF, hereby certify that the following resolutions
were duly and unanimously adopted by the Directors, including a majority of the
non-interested Directors, at a meeting held on February 16, 2007 and such
resolutions are in full force and effect as of the date hereof:

AGREEMENT OF JOINT INSUREDS

SUGGESTED RESOLUTIONS:

      RESOLVED, that the Boards of Directors of each of the Funds hereby
approves the continuance of the Agreement of the Joint Insured, as last amended
on between the Funds.

APPROVAL OF JOINT FIDELITY BOND

SUGGESTED RESOLUTIONS:

      RESOLVED, that it is the finding of the Boards of Directors 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 $1,000,000 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 of each of the Funds, including a majority of the
disinterested directors, 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 insured, 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 insured 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 insured, the Funds shall receive and 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 of
each of the Funds, including a majority of the "non-interested" directors; and
further

      RESOLVED, that the officers of each of the Fund 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/ Thomas R. Westle
                              ------------------------
                              Thomas R. Westle
                              Secretary of each Fund
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