SecProbe.io

CORRESP
1
filename1.htm

    Phone:
    (212)885-5205

    Fax:
    (212)885-5001

    Email:
    mmmurphy@blankrome.com

February 12, 2019

VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

 Re: Cornerstone Total Return Fund, Inc.

Preliminary Proxy Statement on Schedule
14A

Notice of Filing

To Whom it May Concern:

The above-referenced filing (the “Preliminary
Proxy Statement”) of our client, Cornerstone Total Return Fund, Inc. (the “Fund”), filed on February 12, 2019,
pursuant to Rule 14a-6 of the Securities Exchange Act of 1934, is furnished in connection with the solicitation of proxies by the
Board of Directors of the Fund, a New York corporation for use at an annual meeting of stockholders to be held on April 16, 2019,
at the First Floor Conference Room, 1075 Hendersonville Rd., Asheville, NC 28803, for the following purposes:

 1. To approve the election of seven directors to hold office until the year 2020 Annual Meeting of
Stockholders;

 2. To approve a new investment management agreement with
Cornerstone Advisors Asset Management LLC; and

 3. To consider and vote upon such other matters as may properly
come before said Meeting or any adjournment or postponement thereof.

Please contact me at (212) 885-5205 with any
comments or questions you may have or for any further information you may desire.

    Very truly yours,

    /s/ Margaret M. Murphy

    Margaret M. Murphy