SecProbe.io

1Rupert, Kevin C.
From: Stokes, Mary K. [Stokes@BlankRome.com]
Sent: Friday, August 05, 2011 10:28 AM
To: Rupert, Kevin C.
Subject: Cornerstone
Attachments: CRF CLM SEC Response Letter August 2011.DOC; CRF Redline.DOC
Kevin,
As discussed,  attached is the correspondence  and N‐2/A that we will file on EDGAR after the Funds’ Boards of Directors
meet on August 12, 2011 (and approve revisions to the Funds’ DRIPs, which revisions are marked on the attached
redline of the N‐2/A).  If possible, it would be extremely  helpful to have any additional  comments  and/or feedback on
our responses  that you may have in advance of August 12, so that the Funds will be in a position to move forward on its
intended schedule for this offering and within the conditions  of its exemptive  relief from the Commission  relating to its
managed  distribution  policy.
Thank you,
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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[BLANK ROME LLP LETTERHEAD]

www.BlankRome.com

119678.00100/12114677v.1  Phone: (215) 569-5530
Fax:  (215) 832-5530
Email: stokes@blankrome.com
August 3, 2011

Kevin C. Rupert
Division of Investment Management
Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-4720
Re: Cornerstone Total Return Fund, Inc. (“CRF”)
SEC File Numbers:  333-175187 and 811-2363
 Cornerstone Strategic Value Fund, Inc. (“CLM” and together with CRF, the
“Funds”) SEC File Numbers:  333-175201 and 811-5150
Dear Mr. Rupert:
On behalf of the Funds, this letter is in res ponse to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the  “Commission”) provided by letter dated July
20, 2011, regarding each Fund’s registration statemen t (together, the “Registration Statements”)
on Form N-2 filed under the Securities Act of  1933 (“1933 Act”) and the Investment Company
Act of 1940 (“1940 Act”).
Transmitted herewith is a copy of the Pre- Effective Amendment #1 (the “Amendment”)
to the Registration Statements on Form N-2, in cluding exhibits, for filing under the 1933 Act and
the 1940 Act.
We have set forth below, in boldface type, the text of each comment, followed by the
Fund’s responses.
Page 12

1. Comment.   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

   Kevin C. Rupert August 3, 2011 Page 2

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119678.00100/12114677v.1
2010 basic rights offering and the number of sha res that were issued, if any, with respect to
the over-allotment shares in  the 2010 rights offering.
Response:  With regard to CRF, the disclosu re regarding the 2010 rights offering has been
revised in each instance to include the following:
Pursuant to the 2010 Offering, wh ich was fully subscribed, the
Fund issued 1,006,384 Shares (46,351 Shares of which were
Over-Allotment Shares)  at a subscription price of $7.23 per
Share, for a total offering of $7,275,425.
With regard to CLM, shares were only issu ed pursuant to Basic Subscription requests and
therefore the disclosure regarding the 2010 rights offering has been revised in each instance to
include the following:
Pursuant to the 2010 Offering, the Fund issued 1,433,827 Shares in
fulfillment of Basic Subscription requests,  at a subscription price
of $8.24 per Share, for a total offering of $11,812,869.

2. Comment.  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?
Response:  The following disclosure has b een added to the “The Offering – Board
Considerations in Approving the Offering”:
The Board considered that, durin g the course of the Fund’s
2010 Offering, the Fund’s market price declined, however the
Board noted that the Fund continued at all times during the
2010 Offering and since the 2010 O ffering’s conclusion to sell
at a premium to NAV, and the market price has approached
the level that it was prior to th e 2010 Offering.  As a result of
these considerations, the Board determined that it was
appropriate and in the best interest of the Fund and its
shareholders to proceed with the proposed 2011 offering, while
continuing with the Fund’s managed distribution policy.

   Kevin C. Rupert August 3, 2011 Page 3

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119678.00100/12114677v.1
Statement of Additional Information
Page 1
3. Comment.  Fundamental policy number 11 in the registration statement
appears to be different from  fundamental policy number 12 in the registration statement
reviewed and declared effective by the staf f 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 fundament al 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.
Response:  CRF filed a proxy statement on DEFS14A on December 5, 2001, which sought
shareholder approval of amendments to the Fund ’s fundamental investme nt restrictions, among
other things.  Such amendments were approved by shareholders and su ch amended fundamental
investment restrictions remain in place today.  Th e investment restrictions as set forth in the
registration statement reviewed and declared effective by the Staff on October 29, 2010, were
substantially similar to those a pproved by shareholders at the sp ecial meeting held on December
27, 2001, but not identical and their inclusion was an inadvertent error on our part.  CRF hereby
confirms that the investment restrictions as set forth in the Registration Statement and Pre-
Effective Amendment #1 are correct at this time  and no other substantive changes other than
those stated in Comment #3 above were made pursuant to the DEFS14A.  The Fund
acknowledges that, although the fundamental rest riction with respect to  diversification was
deleted by shareholder action in 2001, the Fund ha s nevertheless continued to comply with the
diversification requirements.  Because the Fund has operated as if it wa s diversified for more
than three years, it intends to continue to do so in the absence of shareholder action to the

1 This fundamental policy states “[t]he Fund shall not:

1. Issue any senior securities (as defined in the I nvestment 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 any one issuer, or that Fund wo uld own more than 10% of the voting securities of
any one issuer.”

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119678.00100/12114677v.1
contrary pursuant to the Commi ssion’s expressed position that a F und operated as diversified for
more than three years may only become non-di versified fund if appr oved by shareholders.
General
4. Comment.  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.
Response: The Funds hereby confirm that they have not submitted nor do they expect to submit
an exemptive application or no- action request in connection with  the Registration Statements.
5. Comment.  We note that Messrs. Brad shaw 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 th e 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.
Response:  To the best of our knowledge, all officers, directors, and beneficial owners of more
than 10% of the Fund’s securiti es are current with the ownership reports required by Section
16(a) of the Securities Exchange Act of 1934.
*    *    *    *    *    *    *    *    *    *
In connection with this response to the St aff’s comments, the Fund, hereby states the
following:
(1) The Fund acknowledges that in connecti on with the comments made by the Staff
regarding the Registration Statement, th e Staff has not passed generally on the
accuracy or adequacy of the disclosure made in the reports;
 (2) The Fund acknowledges that Staff comments or changes to disclosure in response
to Staff comments in the filing review ed by the Staff do not foreclose the
Commission from taking any action w ith respect to the filing; and
 (3) The Fund represents that it will not assert  the Staff’s review process as a defense
in any action by the Commission or any secu rities-related litigation against the
Fund.

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119678.00100/12114677v.1
Should you have any questions or comments regarding the above, please phone me at
(215) 569-5530.
Very truly yours,
 /s/ Mary K. Stokes  Mary K. Stokes

119678.00100/12118874v.1 0336
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 _______ August
19, 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 evenly divisib le by
three. Stockholders on 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 S hares to
honor all over-subscription requests, the Fund may, in its sole discretion, issue additional Shares up to 100% of the Shares av ailable 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 _______ August 5 , 2011, the last reported net asset value ("NAV") per
Share was $____ and the last reported sales price per Share on the NYSE Amex was $____, which represents a ____% premium to the
Fund's NAV per Share.  The subscription pri ce per Share (the "Subscription Price") will be the greater of (i) 102% of NAV per S hare
as calculated at the close of trading on th e date of expiration of the Offering and ( ii) 90% of the market price per Share at s uch time.
The considerable number of shares that may be issued as a resu lt of the Offering may cause the premium above NAV at which the
Fund’s shares are currently trading to d ecline, especially if stockholders exercisi ng the Rights attempt to sell sizeable numbe rs of
shares immediately 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, SUCH STOCKHOLDER WILL NOT BE ABLE TO CH ANGE HIS OR HER DECISION.
THE OFFERING WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ________ SEPTEMBER 23 , 2011 (THE
"EXPIRATION DATE"), UNLESS EXTENDED, AS DISCUSSED IN THIS PROSPECTUS.
The Fund is a diversified, closed-end management investment company. Its investment objectiv e is 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 objectives 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 “Ris k Factors” on page ____ of this prospectus.
 Estimated Subscription
Price(1) Estimated Sales Load Estimated Proceeds to the
Fund(2)
Per Share $______ None $______
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 NA