Correspondence 0001398344-25-006802 from CORNERSTONE TOTAL RETURN FUND INC (CRF)
CORNERSTONE TOTAL RETURN FUND INC
Date: April 8, 2025 · CIK: 0000033934 · Accession: 0001398344-25-006802
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-285143, 811-02363
Letter
Division of Investment Management Washington, DC 20549-4720 Attn: Ms. Lisa Larkin Ms. Megan Miller Re: Cornerstone Total Return Fund, Inc. Registration Statement on Form N-2 File Numbers: 333-285143 and 811-02363
Dear Ms. Lisa Larkin & Ms. Megan Miller:
On behalf of Cornerstone Total Return Fund, Inc. (the "Fund"), this letter is in response to the comments received telephonically on March 11, 2025 and March 26, 2025 from the Staff of the U.S. Securities and Exchange Commission (the "Commission") regarding the Fund's registration statement filed on Form N-2 on February 21, 2025 (the "Registration Statement") under the Securities Act of 1933 as amended (the "1933 Act") and the Investment Company Act of 1940, as amended (the "1940 Act"). The filing was made for the purpose of registering non-transferable rights ("Rights") to be issued to shareholders of the Fund to purchase new shares of the Fund ("Shares"). We have set forth below, in bold face type, the text of the comment, followed by the Fund's responses. Where revisions to the Registration Statement (including the prospectus and statement of information contained therein) are referenced in the Fund's response, such revisions have been included in Pre-Effective Amendment No. 1 to the Registration Statement, filed concurrently herewith.
1. Please explain in correspondence the accounting treatment of the offering costs. Include a reference to US GAAP in your response.
Response : The Fund advises the Staff, on a supplemental basis, that pursuant to FASB ASC 946-20-25-5, the Fund will record the expenses in connection with the rights offering as a reduction of additional paid-in capital upon the sale of the shares in the rights offering.
April 8, 2025 Page 2
2. Please add an example showing the extent of the dilutive effect of the offering when the Subscription Price is below the net asset value (NAV) on the pricing date.
Response : The Fund respectfully advises that the offering will not be dilutive to NAV, as the formula used to calculate the Subscription Price provides that the Subscription Price will be at least 112% of the NAV on the pricing date. Including an example with an estimated Subscription Price below NAV would be misleading because it is impossible for the Subscription Price to be below NAV based on the Subscription Price calculation. As such, the Fund declines to add the requested example.
3. Supplementally advise the factors considered in setting the amount of the premium to NAV and the discount to market price when determining the subscription price calculation.
Response : The Fund supplementally advises that the predominant factor considered when determining the Subscription Price calculation is the premium at which the Fund's shares trade to NAV at the time the calculation is determined.
Should you have any additional questions or comments regarding this letter, please contact me at (212) 885-5205.
Sincerely,
/s/ Margaret M. Murphy
Margaret M. Murphy
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CORRESP
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filename1.htm
1271 Avenue of the Americas
|New York, NY 10020
blankrome.com
April 8, 2025
FILED VIA EDGAR CORRESPONDENCE
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-4720
Attn: Ms. Lisa Larkin
Ms. Megan Miller
Re:
Cornerstone Total Return Fund, Inc.
Registration Statement on Form N-2
File Numbers: 333-285143 and 811-02363
Dear Ms. Lisa Larkin & Ms. Megan Miller:
On behalf of Cornerstone Total
Return Fund, Inc. (the "Fund"), this letter is in response to the comments received telephonically on March 11, 2025 and March
26, 2025 from the Staff of the U.S. Securities and Exchange Commission (the "Commission") regarding the Fund's registration
statement filed on Form N-2 on February 21, 2025 (the "Registration Statement") under the Securities Act of 1933 as amended
(the "1933 Act") and the Investment Company Act of 1940, as amended (the "1940 Act"). The filing was made for
the purpose of registering non-transferable rights ("Rights") to be issued to shareholders of the Fund to purchase new shares
of the Fund ("Shares"). We have set forth below, in bold face type, the text of the comment, followed by the Fund's
responses. Where revisions to the Registration Statement (including the prospectus and statement of information contained therein) are
referenced in the Fund's response, such revisions have been included in Pre-Effective Amendment No. 1 to the Registration Statement,
filed concurrently herewith.
1. Please explain in correspondence the accounting treatment of the offering costs. Include a reference to US GAAP in your response.
Response : The Fund advises the Staff, on a supplemental
basis, that pursuant to FASB ASC 946-20-25-5, the Fund will record the expenses in connection with the rights offering as a reduction
of additional paid-in capital upon the sale of the shares in the rights offering.
April 8, 2025
Page 2
2. Please add an example showing the extent of the dilutive effect of the offering when the Subscription Price is below the net asset
value (NAV) on the pricing date.
Response : The Fund respectfully advises that the offering
will not be dilutive to NAV, as the formula used to calculate the Subscription Price provides that the Subscription Price will be at least
112% of the NAV on the pricing date. Including an example with an estimated Subscription Price below NAV would be misleading because it
is impossible for the Subscription Price to be below NAV based on the Subscription Price calculation. As such, the Fund declines to add
the requested example.
3. Supplementally advise the factors considered in setting the amount of the premium to NAV and the discount to market price when
determining the subscription price calculation.
Response : The Fund supplementally advises that the predominant
factor considered when determining the Subscription Price calculation is the premium at which the Fund's shares trade to NAV at
the time the calculation is determined.
Should you have any additional questions or comments
regarding this letter, please contact me at (212) 885-5205.
Sincerely,
/s/ Margaret M. Murphy
Margaret M. Murphy