SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
INVESTMENT MANAGEMENT
November 13, 2012
Geoffrey D. Schwartz, Esq.
Blank Rome LLP
One Logan Square
130 North 18th Street
Philadelphia, PA 19103-6998
RE: Cornerstone Total Return Fund, Inc. ("CRF")
File Nos.: 333-184454 and 811-2363
Cornerstone Strategic Value Fund, Inc. ("CLM")
File Nos.: 333-184453 and 811-5150
Dear Mr. Schwartz:
On October 17, 2012, CLM and CRF (each a "Fund" and collectively the
"Funds") each filed a registration statement on Form N-2 under the
Securities Act of 1933 ("1933 Act") and the Investment Company Act of
1940 (" 1 940 Act"). Each registration statement is filed in connection with a
proposed non-transferable rights offering of shares of common stock. These
Rights will allow shareholders to subscribe for new shares of common stock.
For every three (3) Rights a shareholder receives, such shareholder will be
entitled to buy one (1) new share of common stock. Each Shareholder will
receive one Right for each outstanding share they own on the record date
(the "Basic Subscription").
The subscription price per share will be the greater of (i) 107% of net
asset value per share ("NAV") as calculated at the close of trading on the
date of expiration of the Offering and (ii) 90% of the market price per share
at such time.
Record date shareholders who exercise all of their Basic Subscription
Rights are entitled to subscribe for shares which were not otherwise
subscribed for by other shareholders (the "Additional Subscription
Privilege"). Each Fund may also, in its discretion, issue additional Shares in
an amount up to 100% of shares available in the Basic Subscription Rights

offering to honor additional subscription requests (the "Over-Allotment
Shares") subject to the same terms and conditions of the Offering.
Pursuant to Release No. 33-6510 and in reliance upon the
representations contained in your letter dated October 16, 2012, we
performed a limited review of the registration statements. Your letter
represented that the disclosure contained in the registration statements is
based on and is substantially similar to the registration statement on Form
N-2 for Cornerstone Progressive Return Fund (File No.: 811-22066), which
was reviewed and declared effective by the Staff on May 21, 2012.
You are reminded that the burden of full and fair disclosure rests with
the registrant, its counsel, and others engaged in the preparation of its
registration statement. You should consider a comment made with respect
to one section applicable to similar disclosure elsewhere in either registration
statement. We have the following comments.
Cornerstone Total Return Fund, Inc.
Page 1
1. The disclosure states that "(sJhares 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 with respect to the shares issued pursuant to such exercise."
The word "distribution" should be substituted for the word "dividend" in this
sentence. Any similar disclosure should also be revised accordingly.
Page 34
2. The disclosure on this page describes the Fund's Dividend
Reinvestment Plan. We believe that the nomenclature of this plan should be
changed to a Distribution Reinvestment Plan.
Page 37
3. The Funds have historically had returns of capital ("ROC"). Please
confirm that the Fund's current intended action regarding ROC distributions
are consistent with the requirements of IRS Form 8937, Report of
Organizational Actions Affecting Basis of Securities with the Internal
Revenue Service.
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Cornerstone Strategic Value Fund, Inc.
4. As the registration statements are virtually identical, to the extent
applicable, the CRF comments above apply to the CLM registration
statement.
******
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require for an informed
decision. Since the Fund and its management are in possession of all facts
relating to the fund's disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the Fund requests
acceleration of the effective date of the pending registration statement, it
should furnish a letter, at the time of such request, acknowledging that
should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Fund
from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and
the Fund may not assert this action as 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 that the Division of Enforcement has
access to all information you provide to 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 statement as a confirmation of the fact that those
requesting acceleration are aware of their respective responsibilities. We will
act on the request and, pursuant to delegated authority, grant acceleration
of the effective date.
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Should you have any questions regarding this letter, please contact
me at (202) 551-6966.
Sincerely,
q(~e,c4
) Kevin C. RupertAccountant
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