SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
INVESTMENT MANAGEMENT
July 20, 2011
Mary K. Stokes, Esq.
Blank Rome LLP
One logan Square
130 North 18th Street
Philadelphia, PA 19103-6998
RE: Cornerstone Total Return Fund, Inc. ("CRF")
File Nos.: 333-175187 and 811-2363
Cornerstone Strategic Value Fund, Inc. ("ClM")
File Nos.: 333-175201 and 811-5150
Dear Ms. Stokes:
On June 28, 2011, ClM and CRF (each a "Fund" and collectively
the "Funds") each filed a registration statement on Form N-2 under the
Securities Act of 1933 ("1933 Act") and the Investment Company Act of
1940 ("1940 Act"). Each registration statement is filed in connection
with a proposed non-transferable rights offering of shares of common
stock. These Rights will allow shareholders to subscribe for new
shares of common stock. For every three (3) Rights a shareholder
receives, such shareholder will be entitled to buy one (1) new share of
common stock. Each Shareholder will receive one Right for each
outstanding share they own on the record date (the "Basic
Su bscri ption").
The subscription price per share will be the greater of (i) 102%
of net asset value per share ("NAV") as calculated at the close of
trading on the date of expiration of the Offering and (ii) 90% of the
market price per share at such time.
Record date shareholders who exercise all of their Basic
Subscription Rights are entitled to subscribe for shares which were not
otherwise subscribed for by other shareholders (the "Additional
Subscription Privilege"). Each Fund may also, in its discretion, issue
additional Shares in an amount up to 100% of shares available in the
Basic Subscription Rights offering to honor additional subscription

requests (the "Over-Allotment Shares") subject to the same terms and
conditions of the Offering.
On July 1, 2011, the last reported NAV for CLM was $7.26 and
the last reported sales price was $10.40, which represents a 43.25%
premium to the Fund's NAV. On the same date, the last reported NAV
for CRF was $6.37 and the last reported sales price was $9.46, which
represents a 48.51% premium to the Fund's NAV.
Pursuant to Release No. 33-6510 and in reliance upon the
representations contained in your letter dated June 28, 2011, we
performed a limited review of the registration statements. . Your letter
represented that the disclosure contained in the registration statements
is based on and is substantially similar to the registration statements
on Form N-2 of the CRF and CLM, which were reviewed and declared
effective by the staff on October 29, 2010.
You should consider a comment made with respect to one
section applicable to similar disclosure elsewhere in the registration
statement. We have the following comments.
Cornerstone Total Return Fund, Inc.
Paae 12
1. The section captioned "Board Considerations in Approving the
Offering" cites the success of the 2010 rights offering as a factor in
approving the current rights offering. Please expand the disclosure to
discuss the number of shares issued in the 2010 basic rights offering
and the number of shares that were issued, if any, with respect to the
over-allotment shares in the 2010 rights offering.
2. Disclose that the Board of Directors considered the impact of
the 2010 rights offering, if any, on the market price of its stock, and
determined it was in the best interests of shareholders to proceed with
the 2011 rights offering while continuing the managed distribution
policy. If the Board did not consider such information, why was it not
considered?
Statement of Additional Information
Paae 1
2

3. Fundamental policy number 1 i in the registration statement
appears to be different from fundamental policy number 12 in the
registration statement reviewed and declared effective by the staff on
October 29, 2010. It appears that old fundamental policy number 1
was deleted. We are unable to locate a proxy filing consistent with
any fundamental policy change. The policy numbers for other
fundamental policies have also changed, but there does not appear to
be any other substantive change. Please confirm there are no other
changes and explain to the staff in your response letter why you
believe this change is permissible.
General
4. Other than the previously granted exemptive relief with respect
to the Fund's managed distribution policy, please advise us if you have
submitted or expect to submit an exemptive application or no-action
request in connection with your registration statement.
5. We note that Messrs. Bradshaw and Wilcox each filed a Form 4
on December 23, 2010. Please inform us whether all of the officers,
directors, and beneficial owners of more than 10% of the Fund's
securities are current with the ownership reports (Forms 3,4, and 5)
required by Section 16(a) of the Securities Exchange Act of 1934.
Cornerstone Strateaic Value Fund, Inc.
6. As the registration statements are virtually identical, to the
extent applicable, the CRF comments above apply to the CLM
registration statement.
1 This fundamental policy states "(t)he Fund shall not:
1. Issue any senior securities (as defined in the Investment Company Act of 1940)
except insofar as any borrowing permitted by item 2 below might be considered
the issuance of senior securities."
2 This fundamental policy states "(t)he Fund shall not:
1. With respect to 75% of its total assets, purchase a security, other than securities
issued or guaranteed by the U.S. Government or securities of other regulated
investment companies, if as a result of such purchase, more than 5% of the value
of that Fund's total assets would be invested in the securities of anyone issuer, or
that Fund would own more than 10% of the voting securities of anyone issuer."
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* ** * * *
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require for an
informed decision. Since the Fund and its management are in
possession of all facts relating to the fund's disclosure, they are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the Fund requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that
should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the Fund from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
the Fund may not assert this action as defense in any proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the Division of
Investment Management in connection with our review of your filing or
in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of the
fact that those requesting acceleration are aware of their respective
responsibilities. We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.
**** * *
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Should you have any questions regarding this letter, please
contact me at (202) 551-6966.
Sincerely,
~(!cÆ
Kevin C. Rupert
Accountant
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