SecProbe.io

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     October 17, 2014  Thomas R. Westle, Esq. Blank Rome LLP 405 Lexington Avenue New York, New York 10174 Philadelphia, PA 19103  Re:  Cornerstone Total Return Fund, Inc.
Registration Statement on Form N-2  File Numbers: 333-198846 and 811-02363
Dear Mr. Westle:   Cornerstone Total Return Fund, Inc. (the “Fund” ) filed a registration statement on September 19,
2014 (the “Registration Statement”).  The filing  was made for the purpose of registering non-
transferable rights (“ Rights”) to shareholders of the F und to obtain new shares of the Fund
(“Shares”).  Based on our review of the Regi stration Statement, we have the following
comments.  The captions used belo w correspond to the captions the Fund uses in its Registration
Statement.  Please note, however, that the commen ts we give in one section are applicable to
other sections of the Registrati on Statement that contain simila r disclosure, unless otherwise
indicated.
General

1. The Staff notes that this is  a new registration statement under the Securities Act of 1933
and the Registrant has already included a Section 8(a) delaying amendment language on
the front cover page. In future  instances where Registrant files a registration statement for
the same type of Offering, please make sure  that box referencing Section 8(c) of the
Securities Act is left unchecked.
2. We note that portions of the Registration Statement are incomplete.  We may have
additional comments on such portions when  you complete them in a pre-effective
amendment, on disclosures made in response to this letter, on information supplied supplementally, or on exhibits added in any pre-effective amendments.

Calculation of Registration Fee Under the Securities Act of 1933

3. We note that it is not clear whether the Re gistration Fee Table takes into account any
over-allotment shares. Please clarify in a footnote.

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Prospectus

Summary

General
1. Please state prominently in the Summary that  the Fund’s investments have failed to
provide adequate income to meet the requirements of the Fund’s distribution policy and
that the Fund has made return of capital dist ributions to maintain the distribution policy.
 Page 7
4. In the bullet point discussing the anti-dilutive nature of the Offering (with respect to
value but not voting power), please revise the disclosure to use plain English language to
explain the difference to shareholders.
5. The Prospectus states that the Fund “may i nvest without limitation in other closed-end
investment companies and ETFs.”  Please confir m that the Fund will not invest in private
investment companies in excess of 15% of the Fund’s assets and that any such investment
will count towards the calculation of the 20% limitation on investments in illiquid securities.
 Page 8

6. The Prospectus states that the “Fund’s annual portfolio turnover rate is expected to be
continue to be relatively low, ranging between 10% and 90%.”  Briefly explain any
significant change in the Fund’s portfolio turnov er rates over the last two fiscal years.
 Summary of Fund Expenses
 Page 16
7. Footnote 4 to the Summary of Fund Expenses table discloses that the example “assumes
that the Fund uses no leverage, as currently intended.” Please confirm that the Fund does not intend to utilize any leverage within a year  from the effective date of the Registration
Statement
 Use of Proceeds

Page 29
8. The Prospectus states that the net proceeds of the Offering will be invested in accordance
with the Fund’s investment objective and po licies as soon as practicable after the
completion of the Offering.  One of the primary reasons stated in the Prospectus for the Offering is that the Offering will allow the F und to maintain its distribution policy. Please

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 revise the disclosure in this section to give prominence to this intended use of the offering
proceeds.
Management of the Fund
 Page 43
9. Please disclose the length of service of the Portfolio Manager and state his business
experience during the past 5 years.
10. It is disclosed that the sole  portfolio manager of the F und, Mr. Bradshaw, “may consult
with Gary Bentz, another officer of the Advi ser, regarding investment decisions.  In your
response letter, please confirm that Mr. Be ntz has no independent discretion to make
portfolio decisions.
11. Please confirm that no disclosu re is required in response to  Item 9.3 regarding control
persons of the Fund.
Determination of Net Asset Value
 Page 45
12. Please add clarifying language as to how th e Fund values its investments in other
investment companies (private funds, other closed-end funds, trad ed or non-traded, and
ETFs), and that the prospectuses for such companies explain the circumstances under
which those companies will use fair value pricing.

Statement of Additional Information

Management
 Page B-5
13. In the Director’s table, please confirm that th e last column that lists other directorship
held by the Fund’s Directors during the past 5 years.
 Allocation of Brokerage
 Page B-17
14. Please disclose that any research or other be nefits received by the Adviser from a broker-
dealer, for transactions where the Fund will be “paying-up”, will qualify for the safe
harbor provisions under S ection 28(e) of the Securi ties Exchange Act of 1934

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You are reminded that the burden of full and fair disclosure re sts with each registrant, its
counsel, and others engaged in th e preparation of the Registration Statement. As a matter of law,
this burden cannot be shifted to  the Commission or its staff.
  Notwithstanding our comments, please furn ish a letter with respect to the Fund
acknowledging that:

 the Fund is responsible for the adequacy and accuracy of the disclosure in its
filings;

 should the Commission or the staff, acting pursuant to delegate d authority, declare
the filing effective, it does not forecl ose the Commission from taking any action
with respect to the filing;

 the action of the Commission or the staff, acting pursuant to dele gated authority, in
declaring the filing effective,  does not relieve the Fund fr om full responsibility for
the adequacy and accuracy of the disclosure in the filings;

 the Fund may not assert this action as a 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 th at the Division of Enforcement has access to all
information you provide 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
statements as confirmation that those request ing acceleration are aware of their respective
responsibilities.
 Please respond to this letter in the form of  a pre-effective amen dment for the Fund.
Please respond to all comment letters in a letter  filed in the form of EDGAR correspondence.
Where no changes will be made in response to a comment, please so state in your letter and
explain the basis for your posi tion.  The staff may have furthe r comments after reviewing your
responses.

 Should you have any questions regarding this  letter, please contac t me at (202) 551-
6908.
Sincerely,
         / s /  A s e n  P a r a c h k e v o v
Attorney Adviser