SecProbe.io

1Rupert, Kevin C.
From: Stokes, Mary K. [Stokes@BlankRome.com]
Sent: Tuesday, July 05, 2011 3:20 PM
To: Rupert, Kevin C.
Subject: Cornerstone
Attachments: CRF SAI (compared to 2010).DOC; CRF Pros pectus (compared to 2010).DOC; CLM SAI
(compared to 2010).DOC; CLM Pr ospectus (compared to 2010).DOC
Kevin,
Attached please find redlines marked to reflect revisions made to the prospectus  and SAI filed as parts of the
registration  statement  by Cornerstone  Strategic Value Fund, Inc. and Cornerstone  Total Return Fund, Inc. compared  to
those filed in 2010.  We are hopeful, given the limited scope of the revisions,  that the SEC’s review process may be
expedited  to the extent possible.  Please let me know if there is anything else I can do to facilitate.    As always, we
appreciate  your assistance,  Kevin.
Best regards,
Mary

Mary K. Stokes | Blank Rome LLP
One Logan Square 130 North 18th Street | Philadelphia, PA 19103-6998
Phone: 215.569.5530 | Fax: 215.832.5530 | Email: Stokes@BlankRome.com

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119678.00100/12109983v.1 6981
Cornerstone Total Return Fund, Inc.
[   ] Rights for [   ] Shares of Common Stock
_________________________
Cornerstone Total Return Fund, Inc. (the "Fund") is issuing non-transferable rights ("Rights") to its holders of record of
shares ("Shares") of common stock ("Common Stock") (such holders  herein defined as, "Stockholders").  These Rights will allow
Stockholders to subscribe for new Shares of Common Stock. For ev ery three (3) Rights a Stockholde r receives, such Stockholder w ill
be entitled to buy one (1) new Share.  Each Stockholder w ill receive one Right for each outstanding Share it owns on November 1,
2010 _______, 2011 (the "Record Date").  Fractional Shares  will not be issued upon the exercise  of the Rights.  Accordingly, the
number of Rights to be issued to a Stockholder on the Record Date will be rounded up to the nearest whole number of Rights even ly
divisible by three. Stockholders on the Record Date may purchase Shares not acquired by other Stockholders in this Rights offer ing
(the "Offering"), subject to certain limitations discussed in this Prospectus.  Additionally, if there are not enough unsubscri bed Shares
to honor all over-subscription requests, the Fund may, in its so le 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 Amex, and there will not be any market for trading
Rights.  The Shares to be issued pursuant to the Offering will be listed for trading on the NYSE Amex, subject to the NYSE Amex
being officially notified of the issuance of those Shares.  On October 22, 2010 _______, 2011 , the last reported net asset value
("NAV") per Share was $ 6.34 ____ and the last reported sales price per Share on the NYSE Amex was $ 10.29 ____ , which represents
a 62.30 ____ % premium to the Fund's NAV per Share.  The subscription pr ice per Share (the "Subscription Price") will be the greater
of (i) 102% of NAV per Share as calculated at  the close of trading on the date of expiration of the Offering and (ii) 90% of th e market
price per Share at such time.  The considerable number of shares that may be issued as a result of the Offering may cause the p remium
above NAV at which the Fund’s shares are currently trading to decline, especially if stockholders exercising the Rights attempt  to sell
sizeable numbers of shares imme diately after such issuance.
STOCKHOLDERS WHO CHOOSE TO EXERCISE THEIR RIGHTS WILL NOT KNOW THE SUBSCRIPTION
PRICE PER SHARE AT THE TIME THEY EXERCISE  SUCH  RIGHTS BECAUSE THE OFFERING WILL EXPIRE (i.e.,
CLOSE)  PRIOR TO THE AVAILABILITY OF THE FUND'S NAV AND OTHER RELEVANT MARKET
INFORMATION ON THE EXPIRATION DATE.  ONCE A STOCKHOLDER SUBSCRIBES FOR SHARES AND THE
FUND RECEIVES PAYMENT  OR  GUARANTEE OF PAYMENT , SUCH STOCKHOLDER WILL NOT BE ABLE TO
CHANGE HIS OR HER DECISION.  THE OFFERING WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
DECEMBER 10, 2010 ________, 2011 (THE "EXPIRATION DATE"), UNLESS EX TENDED, AS DISCUSSED IN THIS
PROSPECTUS.
The Fund is a diversified, closed-end management investment company. Its investment objective is to seek capital
appreciation with current income as a secondary objective  .  The Fund seeks to achieve its objectives by investing primarily in U.S.
and non-U.S. companies.  There can be no assurance that the Fund’s objective s will be achieved.
For more information, please call The Altman Group (the "Information Agent") toll free at (800) 581-4001.
 (continued on following page)
Investing in the Fund involves risks. See “Risk Factors” on page 27 ____ of this prospectus.
 Estimated Subscription
Price(1) Estimated Sales Load Estimated Proceeds to the
Fund(2)
Per Share $9.26 $______ None $9.26 $______
Total  None
____________________________ (1) Because the Subscription Price w ill not be determined un til after printing and distribution of this Prospectus, the "Estimated
Subscription Price" above is an  estimate of the subscription price based on the Fund's per-Share NAV and market price at the
close of trading on October 22, 2010
_______, 2011 .  See "The Offering - Subscription Price" and "The Offering - Payment
for Shares."
(2) Proceeds to the Fund are before deductio n of expenses incurred by the Fund in connection with the O ffering, estimated to
be approximately $ 78,000 _______ .  Funds received prior to the final due date  of this Offering will be deposited in a
segregated account pending allocation and distribution of Shares.  Interest, if any, on subscription 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.

119678.00100/12109983v.1 6981 Neither the Securities and Exchange Commission nor any stat e securities commission has approved 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 _________, 201 01.

ii
119678.00100/12109983v.1 6981  (continued from previous page )
The Fund’s Shares are listed on the NYSE Amex under the ticker symbol “CRF.”
Investment Adviser.  Cornerstone Advisors, Inc. (the “Adviser”) acts as the Fund's investment advi ser. See “Management of
the Fund.” As of September June 30, 201 01, the Adviser managed two other closed-end funds with combined assets with the Fund of
approximately $ 121,845,245 ____________ . 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 _____, 201 01 (the “Statement of Additional Information”), and other
materials, containing additional information about the Fund, have  been filed with the Securities and Exchange Commission (the
“SEC”). The Statement of Additiona l 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 43 __ of this prospectus, and other information filed with the 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 stockholder reports, proxy statements and other information with the SEC. The Fund does not have an Internet website.  Y ou
can obtain this information or the Fund’s Statement of Additional Information or any information regarding the Fund 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
119678.00100/12109983v.1 6981 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 diff erent information. We are no t making an offer to sell
these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus. The Fund will amen d this prospectus if, during
the period this prospectus is required  to be delivered, there are any material changes to the fact s stated in this
prospectus subsequent to the date of this prospectus.
TABLE OF CONTENTS
SUMMARY ....................................................................................................................... ........................................... 1
SUMMARY OF FUND EXPENSES ...................................................................................................... ................ 1011
THE F UND ...................................................................................................................... ....................................... 1011
THE OFFERING .................................................................................................................. ................................... 1011
FINANCIAL HIGHLIGHTS .......................................................................................................... ......................... 1920
USE OF PROCEEDS ............................................................................................................... ............................... 2124
INVESTMENT OBJECTIVE S AND POLICIES ................................................................................................... 2124
RISK FACTORS .................................................................................................................. ................................... 2730
LISTING OF SHARES ............................................................................................................. .............................. 3135
MANAGEMENT OF  THE FUND ........................................................................................................ .................. 3135
DETERMINATION OF N ET ASSET VALUE .............................................................................................. ........ 3337
DISTRIBUTION POLICY ........................................................................................................... ........................... 3438
DIVIDEND REINVESTMENT PLAN .................................................................................................... ............... 3640
FEDERAL INCOME  TAX MATTERS .................................................................................................... .............. 3741
DESCRIPTION OF CAPITAL STRUCTURE .............................................................................................. ......... 4044
LEGAL MATTERS ................................................................................................................. ............................... 4146
REPORTS TO STOCKHOLDERS ....................................................................................................... .................. 4146
INDEPENDENT REGISTERED PU BLIC ACCOUNT ING FIRM ....................................................................... 4146
ADDITIONAL INFORMATION ........................................................................................................ ................... 4246
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..................................... 4347
THE FUND’S PRIVACY POLICY ..................................................................................................... ................... 4348

119678.00100/12109983v.1 6981 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 Total Return Fund, Inc. is a diversified, closed-end
management investment company.  It was incorporated in New
York on March 16, 1973 and commenced investment operations
on May 15, 1973. The Fund’ s Shares of Common Stock are traded on the NYSE Amex under the ticker symbol “CRF.” As of
December 31, 20 1
09, the Fund had 2,838,558 3,896,958 Shares
issued and outstanding.
The Offering The Fund is offering non-transferable rights to its Stockholders as
of the close of business on November 1, 2010 _______, 2011 .
These Rights will allow Stockholders to subscribe for an aggregate of ________ Shares of Common Stock. For every three
(3) Rights a Stockholder receives, such Stockholder will be
entitled to buy one (1) new Share at a subscription price equal to the greater of (i) 102% of NAV of the Common Stock as
calculated on the Expiration Date an d (ii) 90% of the market price
at the close of trading on such date.  Each Stockholder will receive one Right for each outstanding Share he or she owns on
the Record Date (the “Basic S ubscription”).  Fractional Shares
will not be issued upon the exerci se of the Rights.  Accordingly,
the number of Rights to be issued to a Stockholder as of the
Record Date will be rounded up to the nearest whole number of
Rights evenly divisible by three.  Common Stockholders as of the Record Date may purchase Shares not acquired by other
Stockholders in this Rights offering (the "Offering"), subject to
certain limitations discussed in this  Prospectus.  Additionally, if
there are not enough unsubscribed Shares to honor all over-
subscription requests, the Fund may, in its discretion, issue
additional Shares up to 100% of the Shares available in the
Offering to honor over -
subscription requests.
Shares will be issued within the 15-day period immediately
following the record date of the Fund’s monthly’s distribution and
Stockholders exercising rights w ill not be entitled to receive such