SecProbe.io

1Rupert, Kevin C.
From: Schwartz, Geoffrey <SCHWARTZ-G@Blankrome.com>
Sent: Friday, November 16, 2012 10:24 AM
To: Rupert, Kevin C.
Subject: CLM/CRF
Attachments: Cornerstone Total Return Fund (PROSP ECTUS - BLACKLINE).DOC; Cornerstone
Strategic Value Fund (PRO SPECTUS - BLACKLINE).DOC
Mr. Rupert,
Attached are blacklines show ing the changes in the CLM/CRF prospectuses, which were
filed yesterday. (There were no changes to the SAI.)  The Funds kindly request to go
effective as soon as possible and would greatl y appreciate your efforts in this regard.
Please let me know if you need anything else. Thank you, Geoff
Geoffrey D. Schwartz | Blank Rome LLP
One Logan Square 130 North 18th St reet | Philadelphia, PA 19103-6998
Phone: 215.569.5734 | Fax: 215.832.5734 | Email: Schwartz-
G@BlankRome.com<mailto:S chwartz-G@BlankRome.com >

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cannot be used by you or any other person, for the purpose of avoiding any penalties
that may be imposed by the Internal Revenue Code. This disclosure is made in accordance with the rules of Treasury Depa rtment Circular 230 governing standards of
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900200.00001/12254335v.1 398394  Cornerstone Total Return Fund, Inc.
[___] 6,740,190 Rights for [___] 2,246,730 Shares of Common Stock
_________________________
Cornerstone Total Return Fund, Inc. (the “Fund”) is issuing non-transferable rights (“Rights”) to its holders of record of
shares of common stock (“Common Stock”) (such holders hereinafter referred to as “Stockholders” and the shares of Common Stock,
the “Shares”).  These Rights will allow Stockholders to subscrib e for new Shares.  For every three (3) Rights a Stockholder rec eives,
such Stockholder will be entitled to buy one (1) new Share.  Each Stockholder will receive one Right for each outstanding Share  it
owns on [___] November 26 , 2012 (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 numb er
of Rights evenly divisible 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 Shares to honor all over-subscription requests, the F und may, in its sole discretion, issue additional Shares up t o 100% of
the Shares available in the Offeri ng 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 MKT LLC (“NYSE MK T”), 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 MKT, subjec t to
the NYSE MKT being officially notified of the issuance of those Shares.  On [___] November 9 , 2012, the last reported net asset value
(“NAV”) per Share was $ [___] 5.08 and the last reported sales price per Share on the NYSE MKT was $ [___] 6.05, which represents a
[___] 19.09 % premium to the Fund’s NAV per Share.  The subscription price per Share (the “S ubscription Price”) will be the greater
of (i) 107% 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 consider able 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 stockho lders 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 OT HER 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 CHANGE HIS, HER OR ITS
DECISION.  THE OFFERING WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [___] DECEMBER 21 , 2012
(THE “EXPIRATION DATE”), UNLESS EXTENDED, AS DISCUSSED IN THIS PROSPECTUS.
The Fund is a diversified, closed-end management investment company.  The Fund’s investment objective is capital
appreciation with current income as a secondary objective.  The Fund seeks to ac hieve its objectives by investing primarily in U.S. and
non-U.S. companies.  There can be no assuran ce that the Fund’s objectives will be achieved.
For more information, please call AST Fund Solutions, LLC (the “Information Agent”) toll free at (800) 581-4001.

Investing in the Fund involves risks. See “Ris k Factors” on page 30 of this prospectus.
 Estimated Subscription
Price(1) Estimated Sales Load Estimated Proceeds to the
Fund(2)
Per Share $[___] $5.45 None $[___] $5.45
Total $[___] $12,244,678.50 None $[___] $12,244,678.50
____________________________
(1) Because the Subscription Price w ill not be determined until after printing and dist ribution of this prosp ectus, 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 [___] November 9 , 2012.  See “The Offering - Subscription Price” and “The Offe ring - Payment for Shares.”
(2) Proceeds to the Fund are before deduction of expenses incurred by the Fund in connection with the Offe ring, estimated to be
approximately $87,000.  Funds r eceived prior to the final due date of this Offe ring 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 no t be used as credit toward the purchase of Shares.
Neither the Securities and Ex change Commission nor any stat e securities commission has ap proved 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 [___] November ___ , 2012.
(continued on following page)

ii
900200.00001/12254335v.1 398394   (continued from previous page)
The Fund’s Shares are listed on the NYSE MKT under the ticker symbol “CRF.”
Investment Adviser.  Cornerstone Advisors, Inc. (the “Adviser”) acts as the Fund’s investment adviser. See “Management of
the Fund.” As of September 30, 2012, the Adviser managed two other closed-end funds with combined assets with the Fund of approximately $249 million.  The Adviser’s address is 1075 Hend ersonville 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 [___] November ___ , 2012 (the “Statement of Additional Information”),
and other materials, containing additional information about the Fund, have been filed with the Securities and Exchange Commiss ion
(the “SEC”). The Statement of Additional Information is incorporat ed by reference in its entirety into this prospectus, which m eans 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 49 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
semi-annual stockholder reports, proxy statements and other information with the SEC.  The Fund does not have an internet websi te.
You can obtain this information or the Fund’s Statement of Add itional Information or any information regarding the Fund filed w ith
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
900200.00001/12254335v.1 398394  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 di fferent information. We are no t making an offer to sell
these securities in any jurisdiction where the offer or sa le is not permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus. The Fund  will amend this prospectus if, during
the period this prospectus is required to be delivered, th ere are any material changes to  the facts stated in this
prospectus subsequent to the date of this prospectus.
TABLE OF CONTENTS
SUMMARY ....................................................................................................................... ........................................... 1
SUMMARY OF FUND EXPENSES ...................................................................................................... .................... 12
THE F UND ...................................................................................................................... ........................................... 12
THE OFFERING .................................................................................................................. ....................................... 12
FINANCIAL HIGHLIGHTS .......................................................................................................... ............................. 21
USE OF PROCEEDS ............................................................................................................... ................................... 23
INVESTMENT OBJECTIVES AND POLICIES ............................................................................................ ........... 23
RISK FACTORS .................................................................................................................. ....................................... 30
LISTING OF SHARES ............................................................................................................. .................................. 34
MANAGEMENT OF  THE FUND ........................................................................................................ ...................... 35
DETERMINATION OF NE T ASSET VALUE .............................................................................................. ............ 37
DISTRIBUTION POLICY ........................................................................................................... ............................... 38
DIVIDEND DISTRIBUTION REINVESTMENT PLAN ........................................ Error! Bookmark not defined.
FEDERAL INCOME  TAX MATTERS .................................................................................................... .................. 43
DESCRIPTION OF CAPITAL STRUCTURE .............................................................................................. ............. 46
LEGAL MATTERS ................................................................................................................. ................................... 48
REPORTS TO STOCKHOLDERS ....................................................................................................... ...................... 48
INDEPENDENT REGISTERED PU BLIC ACCOUNTING FIRM ........................................................................... 48
ADDITIONAL INFORMATION ........................................................................................................ ....................... 48
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION......................................... 49
THE FUND’S PRIVACY POLICY ..................................................................................................... ....................... 50

900200.00001/12254335v.1 398394  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 are traded on the NYSE MKT under the ticker symbol “CRF.” As of September
30November 9 , 2012, the Fund had 6,7 2740,41690 Shares issued
and outstanding.
The Offering The Fund is offering non-transferable rights (“Rights”) to its
Stockholders as of the close of business on [___] November 26 ,
2012.  These Rights will allow Stockholders to subscribe for an
aggregate of [___] 2,246,730 Shares.  For every three (3) Rights a
Stockholder receives, such Stockholder will be entitled to buy one
(1) new Share at a subscription pr ice equal to the greater of (i)
107% of NAV of the Shares as calculated on the Expiration Date
and (ii) 90% of the market price at the close of trading on such
date.  Each Stockholder w ill receive one Right for each
outstanding Share he or she owns on the Record Date (the “Basic
Subscription”).  Fractional Shares will not be issued upon the
exercise 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 Ri ghts evenly divisible by three.
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 will not be entitled to receive such
dividend distribution with respect to the shares issued pursuant
to such exercise.
The Fund previously conducted a rights offering that expired on
December 16, 2011 (the “2011 O