SecProbe.io

1Rupert, Kevin C.
From: Stokes, Mary K. [Stokes@BlankRome.com]
Sent: Thursday, November 17, 2011 5:19 PM
To: Rupert, Kevin C.
Cc: Schwartz, Geoffrey
Subject: Cornerstone
Attachments: Managed Distribution Risk.DOC
Kevin,
Please see the proposed  revisions to the Managed  Distribution  Risks for each prospectus  set forth on the attached.   I left
you a voice mail explaining  the vote on the Adam Express Company.   My understanding  is that, initially, certain proxies
were not identified  by Glass Lewis as investment  companies,  but that the error was caught by the Adviser promptly and
procedures  have been since put in place which they believe will prevent any future instances  where the Fund does not
follow its shadow voting obligations  (i.e., weekly reports and cross checks of every proxy by the Adviser).  Further, Tom
Westle left a voice mail for Jim Curtis reiterating  our understanding  that the restrictions  under the IRC regarding
preferential  dividends  were no longer applicable  to closed‐end funds and our Reviewing  Agent at the IRS had given us
the green light to revise our DRIP as set forth in the N‐2 that has been filed.  I hope this adequately  addresses  your
additional  comments  and that we may proceed toward effectiveness.   Please let me know if there is anything further I
can do to facilitate this for our client.  Thank you.
Best regards,
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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119677.00100/12149267v.1  CRF:
Managed Distribution Risk.   Under the managed distributio n policy, the Fund makes monthly
distributions to Stockholders at a rate that may include periodic distributions of its net income
and net capital gains, ("Net Earnings"), or from re turn-of-capital. For any fiscal year where total
cash distributions exceeded Net Earnings (the "E xcess"), the Excess would decrease the Fund's
total assets and, as a result, w ould have the likely effect of increasing the Fund's expense ratio.
There is a risk that the total Net Earnings from  the Fund's portfolio would not be great enough to
offset the amount of cash distributi ons paid to Fund Stockholders. If this were to be the case, the
Fund's assets would be depleted, and there is no gu arantee that the Fund would be able to replace
the assets. In fact, during each of the past ten years,  the Fund’s distributions have exceeded
its Net Earnings.  In addition, in order to make distribut ions, the Fund may have to sell a
portion of its investment portfolio, including s ecurities purchased with proceeds from the
Offering, at a time when indepe ndent investment judgment mi ght not dictate such action.
Furthermore, such assets used to make distributions will not be available for investment pursuant to the Fund's investment objective.  Sustaining the managed distribution policy could require the
Fund to raise additional capital in the future.
CLM:

Managed Distribution Risk.   Under the managed distributio n policy, the Fund makes monthly
distributions to Stockholders at a rate that may include periodic distributions of its net income
and net capital gains, ("Net Earnings"), or from re turn-of-capital. For any fiscal year where total
cash distributions exceeded Net Earnings (the "E xcess"), the Excess would decrease the Fund's
total assets and, as a result, w ould have the likely effect of increasing the Fund's expense ratio.
There is a risk that the total Net Earnings from  the Fund's portfolio would not be great enough to
offset the amount of cash distributi ons paid to Fund Stockholders. If this were to be the case, the
Fund's assets would be depleted, and there is no guarantee that the Fund would be able to replace
the assets. In fact, since the Fund adopted its ma naged distribution policy in 2002, the
Fund’s distributions have exceeded its Net Earn ings for each year except one (2005).  In
addition, in order to make distri butions, the Fund may have to sell a portion of its investment
portfolio, including securities purchased with proceeds from the Offering, at a time when
independent investment judgment mi ght not dictate such action. Furthe rmore, such assets used to
make distributions will not be available for investment pursuant to the Fund's investment
objective.  Sustaining the managed distribution po licy could require the Fund to raise additional
capital in the future.