SecProbe.io

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 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

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1271 Avenue of the Americas
|New York, NY 10020

 blankrome.com

April
6, 2022

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

    Re:
    Cornerstone Total Return Fund, Inc.

Registration Statement on Form N-2

File Numbers: 333-262877 and 811-02363

Dear Ms. Lisa Larkin:

On behalf of Cornerstone Total
Return Fund, Inc. (the “Fund”), this letter is in response to the comments received telephonically on March 23, 2022 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 18, 2022 (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. Remove fee table from cover page.

Response: The fee table has been removed from the cover
page.

 2. Supplementally advise the Staff the circumstances under with the Expiration Date would be extended and the method by which the
Fund would inform shareholders of such extension.

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April 6, 2022

Page 2

Response: The Fund respectfully advises the Staff that
the Fund’s Board of Directors could determine that an extension of the Expiration Date is in the best interests of Fund shareholders
for several reasons, including if the Board has determined that Fund shareholders need additional time to exercise their subscription
rights. If the Expiration Date is extended, the Fund will issue a press release to notify its shareholders of such extension.

 3. Supplementally advise why “normally” was added before the range of portfolio turnovers that is provided in a few spots
throughout the Registration Statement.

Response: The Fund advises that “normally”
was added before the range of portfolio turnovers to reflect the fact that the Fund’s portfolio turnover may fall outside the provided
range in periods of market volatility, as was the case for the Fund during the Covid-19 pandemic.

 4. Advise why the following sentence was deleted from the penultimate paragraph of the “INVESTMENT OBJECTIVE AND POLICIES –
Investment Strategies” section: “Any income earned from such investments is ordinarily reinvested by the Fund in accordance
with its investment program.”.

Response: The referenced sentence referred to income earned
from the investment of the Fund’s cash balances. The Fund advises that the referenced sentence was deleted because such income,
which is typically minimal, may be used in a variety of manners, including towards distributions on Fund shares and towards Fund expenses.

 5. The “MANAGEMENT OF THE FUND – Portfolio Manager” section refers to two co-portfolio managers. Please provide
the disclosure for each co-portfolio manager required by Item 9.1.c of Form N-2.

Response: The additional disclosure has been added.

 6. The Staff notes that the Executive Officers Table in the SAI includes the Assistant Treasurer position but not the Assistant Secretary
positions. Confirm the Fund intended to omit the Asst. Secretary position(s) from the table.

Response: The Fund advises that the Assistant Secretary
positions were intentionally omitted from the referenced table and further advises the Assistant Treasurer position was only included
in the referenced table because the person who holds that position also holds the position of Secretary, which is included in the definition
of “officer” provided in Item 18.1.d of Form N-2.

April 6, 2022

Page 3

 7. The Staff notes that the Powers of Attorney for certain directors were cross referenced to prior registration statement filings.
Please provide an updated Power of Attorney for each such director.

Response: The Fund respectfully advises the Staff that
updated Powers of Attorney have been filed as Exhibit 2(t)(i) to the Registration Statement.

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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February
25, 2022

FILED VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-4720

Attn: Valerie J. Lithotomos

    Re:
    Cornerstone Total Return Fund, Inc.

Preliminary Proxy Statement on Schedule 14A filed on February
15, 2022

File No. 811-02363

Dear Ms. Lithotomos:

On behalf of Cornerstone Total Return Fund, Inc. (the
“Fund”), this letter is in response to the comments relayed in a telephone conversation with the undersigned on February 22,
2022 from the Staff of the U.S. Securities and Exchange Commission (the “SEC”) regarding the Fund’s Preliminary Proxy
Statement on Schedule 14A filed on February 15, 2022 (the “Proxy Statement”) under the Securities Exchange Act of 1934 as
amended (the “Exchange Act”). We have set forth below, in bold face type, the comment, followed by the Fund’s responses:

    1.
    Reference is made to the Director Nominee table beginning on page 2 of the Proxy Statement. Please add “over past 5 years” to heading of the last column of such table.

RESPONSE: The requested revision has been made.

    2.
    Reference is made to Proposal No. 1 (regarding election of directors). Please advise whether the Fund believe the disclosure in the Proxy Statement clearly states that brokers have discretionary voting power with respect to this proposal.

RESPONSE: The Fund confirms that Proposal No.
1 is routine and, as such, brokers have discretionary voting power pursuant to New York Stock Exchange (NYSE) Rule 452. The following
has been added under the “REQUIRED VOTE” section of Proposal 1:

“Proposal No. 1 is considered a “routine”
matter under the rules of the New York Stock Exchange (“NYSE”), and beneficial owners who do not provide proxy instructions
or who do not return a proxy card may have their shares voted by broker-dealer firms on the proposal in the discretion of such broker-dealer
firms.”

    3.
    In the “CONSIDERATION AND APPROVAL BY THE BOARD OF DIRECTORS” section for Proposal No. 2, please provide additional disclosure regarding the considerations made by the Board when it determined to approve, and to recommend that Fund stockholders approve, Proposal No. 2. In addition, please clarify that any future rights offerings will be made pursuant to a registration statement that has been filed with and declared effective by the SEC.

RESPONSE: The referenced section has been revised
to read as follows:

“The Board met in person on February
11, 2022 to consider, among other things, increasing the authorized number of shares of the Fund’s common stock. The Board considered
that the increase in authorized shares, by itself, would not be dilutive to with respect to either the net asset value per share of the
Fund or with respect to stockholder’s voting percentages. In addition, the Board considered that the number of issued and outstanding
shares of the Fund has increased as a result of reinvestment of distributions through the Fund’s reinvestment plan and the purchase
of additional Fund shares pursuant to the Fund’s rights offerings, resulting in a decreased number of authorized shares available
for issuance by the Fund in the future. The Board considered that, in recent years, the Board has approved several rights offerings (the
“Prior Rights Offerings”) whereby stockholders of the Fund were permitted to acquire additional shares of the Fund pursuant
to a registration statement filed with, and declared effective by, the SEC. The Board noted that these Prior Rights Offerings were historically
made when the Fund was trading at a premium to its net asset value and were anti-dilutive with respect to the Fund’s net asset value,
but were dilutive with respect to voting percentages for stockholders electing not to fully participate in them. The Board considered
it prudent to approve and recommend an increase in the Fund’s number of authorized shares at this time, subject to approval by the
Fund’s stockholders, to provide the Fund with flexibility in the future for, among other things, the ability of Fund stockholders
to reinvest future distributions through the Fund’s reinvestment plan and the ability of the Fund stockholders to acquire additional
shares of the Fund in future rights offerings that the Fund will effect pursuant to registration statements that will be filed with, and
declared effective by, the SEC.”

    4.
    Please supplementally advise the Staff whether SEC permission is required for the increase in authorized shares proposed in Proposal No. 2.

RESPONSE: The Fund supplementally advises the
Staff that it is not aware of any requirement to obtain permission or approval of the SEC in order for the Fund to increase its amount
of authorized shares. The Fund is required to obtain, and is seeking, shareholder approval of such increase under the provisions of the
New York Business Corporation Law.

    5.
    Please clarify whether Proposal No. 2 is considered routine or non-routine. If non-routine, please revise the broker non-vote language accordingly.

RESPONSE: The Fund confirms that Proposal No.
2 is routine and, as such, brokers have discretionary voting power pursuant to NYSE Rule 452, and supplementally advises the Staff that
Fund management had previously confirmed with the NYSE that a proposal to increase the number of authorized shares of the Fund was considered
routine. The following has been added under the “REQUIRED VOTE” section of Proposal No. 2:

“Proposal No. 2 is considered a “routine”
matter under the rules of the New York Stock Exchange (“NYSE”), and beneficial owners who do not provide proxy instructions
or who do not return a proxy card may have their shares voted by broker-dealer firms on the proposal in the discretion of such broker-dealer
firms.”

    6.
    Please supplementally advise the Staff why a proposal for shareholder ratification of the change in the Fund’s independent registered public accounting firm is not included in the Proxy Statement.

RESPONSE: The Fund supplementally advises the
Staff that under Rule 32a-4 of the Investment Company Act of 1940, as amended, the Fund is exempt from the requirement to submit the selection
of its independent registered public accounting firm for shareholder ratification.

    7.
    Please provide the letter that will be attached as Appendix A.

RESPONSE: The referenced letter has been attached
as Appendix A to the Proxy Statement.

    8.
    The Staff notes the disclosure in the Proxy Statement that the Board last approved the investment management agreement on February 11, 2022. Please advise whether the investment management agreement is required to be approved by the Fund’s stockholders.

RESPONSE: The Fund supplementally informs the
Staff that the investment management agreement was approved by the Fund’s stockholders at the Fund’s Annual Stockholder Meeting
held on April 16, 2019. After its initial term of two years, the continuance of the investment management agreement is subject to annual
approval the Board.

*********************

The disclosure provided in the response to Comment
Nos 1, 2, 3, 5 and 7 above, and other revisions which are non-material in nature, will be incorporated in the Company’s definitive
Proxy Statement which will be filed today, February 25, 2022. Should you have any additional questions or comments regarding this letter,
please contact the undersigned at (212) 885-5205.

    Very truly yours,

    /s/ Margaret Murphy

Margaret Murphy

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    Phone:
    (212) 885-5205

    Fax:
    (212) 885-5001

    Email:
    mmmurphy@blankrome.com

February 22, 2019

FILED VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-4720

Attn: Valerie J. Lithotomos

    Re:
    Cornerstone Total Return Fund, Inc.

Preliminary Proxy Statement on Schedule 14A filed on February
12, 2019

File No. 811-02363

Dear Ms. Lithotomos:

On behalf of Cornerstone Total Return Fund,
Inc. (the “Fund”), this letter is in response to the comments relayed in a telephone conversation with the undersigned
on February 21, 2019 from the Staff of the U.S. Securities and Exchange Commission (the “Commission”) regarding the
Fund’s Preliminary Proxy Statement on Schedule 14A filed on February 12, 2019 (the “Proxy Statement”) under the
Securities Exchange Act of 1934 as amended (the “Exchange Act”). We have set forth below, in bold face type, the comment,
followed by the Fund’s responses:

    1.
    Please clarify the affiliation between the Current Advisor and the New Advisor.

RESPONSE: The New Investment Advisor
is owned by Cornerstone Trust. Ralph W. Bradshaw is one of the trustees of Cornerstone Trust. The Current Advisor is owned by two
individuals, Ralph W. Bradshaw and Gary A. Bentz. It is anticipated that, subject to shareholder approval of the New Management
Agreement and upon completion of the Reorganization, the New Investment Advisor will employ the current portfolio managers and
all of the same personnel that the Current Advisor currently employs in its provision of investment advisory services to the Fund.
Upon completion of the Reorganization, Mr. Bentz is expected to become an independent contractor to the New Investment Advisor
providing non-investment advisory services.

    2.
    Please provide an update on the status of the Reorganization.

RESPONSE: Cornerstone Trust was established
on January 29, 2019. The New Investment Advisor was formed on January 30, 2019. The New Investment Advisor filed its Form ADV with
the Commission on February 20, 2019. It is anticipated that the New Investment Advisor’s registration as an investment advisor
will be declared effective on or about April 6, 2019.

    3.
    Please add disclosure clarifying the reasons for the Reorganization.

RESPONSE: The Fund has added the following
disclosure to the Proxy Statement as a new third paragraph under the “Introduction” section of Proposal 2:

Mr. Bentz, one of the two owners of the Current Adviser, has indicated
that he is considering different options with respect to his future endeavors and, if the New Management Agreement is approved
by the Fund’s stockholders and the Reorganization is completed, Mr. Bentz would prefer to provide non-advisory consulting
services on an as-needed basis to the New Investment Adviser and devote the bulk of his time to other ventures. The Reorganization
would allow for Mr. Bentz’s transition to a non-advisory consulting role while also creating a new entity (the New Investment
Adviser) that can employ the same portfolio managers and other personnel that are currently employed by the Current Adviser in
connection with the investment advisory services it provides the Fund.

*********************

In accordance with our
telephone discussion yesterday morning, the disclosure provided in the response to Comment No. 3 above, and other revisions which
are non-material in nature, will be incorporated into the Company’s definitive Proxy Statement which will be filed today,
February 22, 2019.

    Very truly yours,

    /s/ Margaret Murphy

Margaret Murphy

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    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

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    Phone:
    (212)885-5234

    Fax:
    (212)898-1392

    Email:
    cschrenko@blankrome.com

June 7, 2018

FILED VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attention: Lisa Larkin

 Re: Cornerstone Total Return Fund, Inc.

(File Numbers: 811-02363 and 333-224875)

Registration Statement on Form N-2

Dear Ms. Larkin:

On behalf of our client,
Cornerstone Total Return Fund, Inc. (the "Fund"), we are filing a request for acceleration of the Registration Statement
on Form N-2 (the "Registration Statement") initially filed on May 11, 2018 and amended on June 7, 2018, such that the
Registration Statement will be declared effective on Friday, June 8, 2018 or as soon thereafter as practicable.

Please contact me at (212)
885-5234 or Thomas R. Westle at (212) 885-5239 with any questions you may have or for any further information you may desire.

    Very truly yours,

    /s/ Courtney B. Schrenko

    Courtney B. Schrenko

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    Phone:
    (212)885-5234

    Fax:
    (917)898-1392

    Email:
    cschrenko@blankrome.com

May 11, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

 Re: Cornerstone Total Return Fund, Inc. (File Number: 811-02363)

Registration Statement on Form N-2

Request for Selective Review

To Whom It May Concern:

The above-referenced filing
(the “Registration Statement”) of our client, Cornerstone Total Return Fund, Inc. (the “Fund”), being filed
on May 11, 2018, is based on and is substantially similar to the registration statement on Form N-2 of the Cornerstone Strategic
Value Fund Inc. (File Nos.: 811-05150 and 333-218644) which was reviewed and declared effective by the Staff on July 10, 2017.
Please accept this letter as a request under the selective review procedures discussed below with respect to the Staff’s
review of the Registration Statement.

In this regard, the Staff
follows certain selective review procedures for registration statements, set forth in Securities Act Release No. 6510 (Feb. 15,
1984), which are applicable to all management investment company registration statements. The Staff may determine not to review
a registration statement (or portions of a registration statement) based on similarity to prior filings that have been reviewed
by the Staff. Based on these procedures, a registrant may identify portions of prior filings similar or identical to, and intended
to serve as precedent for, a current filing.

The Registration Statement
represents a “rights offering” of the Fund’s shares, the terms and conditions of which are substantially similar
to those contained in the registration statement of the Cornerstone Strategic Value Fund Inc. referenced above.

Please contact me at (212)
885-5234 or Thomas R. Westle at (212) 885-5239 with any questions you may have or for any further information you may desire.

    Very truly yours,

    /s/ Courtney B. Schrenko

    Courtney B. Schrenko

CORRESP
1
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Phone:

(212)885-5234

Fax:

(212)898-1392

Email:

cschrenko@blankrome.com

July 7, 2017

FILED VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

 Washington, D.C.  20549

Attention:  Lisa Larkin

Re:

Cornerstone Total Return Fund, Inc.

(File Numbers: 811-02363 and 333-218643)

Registration Statement on Form N-2

Dear Ms. Larkin:

On behalf of our client, Cornerstone Total Return Fund, Inc. (the “Fund”), we are filing a request for acceleration of the Registration Statement on Form N-2 (the “Registration Statement”) initially filed on June 9, 2017 and amended on July 7, 2017, such that the Registration Statement will be declared effective on Monday, July 10, 2017 or as soon thereafter as practicable.

Please contact me at (212) 885-5234 or Thomas R. Westle at (212) 885-5239 with any questions you may have or for any further information you may desire.

Very truly yours,

/s/ Courtney B. Schrenko

Courtney B. Schrenko

CORRESP
1
filename1.htm

Phone:

(212)885-5234

Fax:

(212)898-1392

Email:

cschrenko@blankrome.com

July 7, 2017

FILED VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Lisa Larkin

Re:

Cornerstone Total Return Fund, Inc.

(File Numbers: 811-02363 and 333-218643)

Registration Statement on Form N-2

Dear Ms. Larkin:

Enclosed for filing herewith is Pre-Effective Amendment No. 1 to the above-referenced filing (the “Registration Statement”) of our client, Cornerstone Total Return Fund, Inc. (the “Fund”), initially filed on June 9, 2017. This is being filed to respond to the Staff’s comments received on June 29, 2017. Please note we are also filing a request for acceleration such that the Registration Statement will be declared effective on Monday, July 10, 2017 or as soon thereafter as practicable.

Please contact me at (212) 885-5234 or Thomas R. Westle at (212) 885-5239 with any questions you may have or for any further information you may desire.

Very truly yours,

/s/ Courtney B. Schrenko

Courtney B. Schrenko

CORRESP
1
filename1.htm

Phone:

(212)885-5234

Fax:

(212)898-1392

Email:

cschrenko@blankrome.com

July 6, 2017

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

 Washington, D.C.  20549

Attention:  Lisa Larkin

Re:

Cornerstone Total Return Fund, Inc.

Registration Statement on Form N-2

 File Numbers:  333-218643 and 811-02363

Dear Ms. Larkin:

On behalf of Cornerstone Total Return Fund, Inc. (the “Fund”), this letter is in response to the comments received telephonically on June 29, 2017, 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 June 9, 2017 (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.

1.

Under the “Investment Strategies” section, please clarify if the Fund invests or plans to invest in Contingent Convertible Securities (CoCos). If so, the amount should be provided and the Fund should consider what additional disclosure is necessary.

RESPONSE:  The Fund has no current intention to invest in Contingent Convertible Securities (CoCos) and therefore no additional disclosure has been provided.

2.

Under the “Summary of Principal Risks” section, is it appropriate to include “Managed Distribution Risk" and “Defensive Position Risk”? Please explain why these risks were not listed as risks in Cornerstone Strategic Value Fund.

RESPONSE:  Yes, the Fund believes that it is appropriate for each these risks to be disclosed in the “Summary of Principal Risks” section. “Managed Distribution Risk” and “Defensive Position Risk” will each be disclosed in the “Summary of Principal Risks” section in the registration statements for Cornerstone Strategic Value Fund, Inc. and Cornerstone Total Return Fund, Inc.

1

3.

Under the “Summary of Principal Risks” section, please confirm that “foreign securities” are not listed as a Principal Risk.

RESPONSE:  The Fund hereby confirms that investing in foreign securities is not a principal risk because the Fund has no current intent to invest more than 10% of its assets in foreign securities.

4.

Please explain why the section titled “Other Investment Company Securities Risk” was removed.

RESPONSE:  Upon further review, the Fund has determined that this was inadvertent and has re-inserted the section titled “Other Investment Company Securities Risk.”

5.

Please explain why the following language was removed from the first paragraph: “but the 2016 distributions based on the distribution percentage are expected to consist principally or entirely of a return of Stockholders’ capital invested in the Fund.”

RESPONSE:  The Fund has determined that this disclosure was removed and 2016 was included in the following disclosure:

As shown on page 31 in the table which identifies the constituent components of the Fund’s distributions under its Distribution Policy for years 2012-2016, substantially all of the distributions that the Fund made to its Stockholders for the year 2015 consisted of a return of its Stockholders’ capital, and not of income or gains generated from the Fund’s investment portfolio, and a majority of the distributions that the Fund made to its Stockholders for the years 2012-2014 and 2016 consisted of a return of its Stockholders’ capital, and not of income or gains generated from the Fund’s investment portfolio.

6.

Under the “Board Considerations in Approving the Offering” section, please clarify the conditions referred to.

RESPONSE:  The Fund has revised the disclosure to read as follows:

The Board also considered a number of other factors, including the success of the Prior Rights Offerings and that the Prior Rights Offerings were anti-dilutive to Stockholders, with respect to value, the ability of the Adviser to invest the proceeds of the Offering, the Fund’s assets, including those resulting from Prior Rights Offerings, have been used to maintain the Fund’s Distribution Policy because a portion of the assets raised in the rights offering may be utilized to maintain monthly distributions, and the potential effect of the Offering on the Fund’s stock price and adherence to the terms of the Fund’s exemptive relief, which restricts a Public Offering of its common stock.

2

7.

Leverage – please clarify that the Fund will not issue preferred shares within one year of the offering, otherwise disclose the expenses associated with the preferred shares. Also, please explain what would cause the Board to determine to issue preferred shares.

RESPONSE:  The Fund hereby confirms that the Fund will not issue preferred shares within one year of the offering. Additionally, the Board has no current intention to issue preferred shares.

8.

Please clarify whether “Investment in Small and Mid-Capitalization Companies” should be moved to the “Principal Risk” section.

RESPONSE:  “Investment in Small and Mid-Size Capitalization Companies” should not be moved to the “Principal Risk” section because the Fund primarily invests in large capitalization companies.

9.

Please consider adding Blank Rome’s address under the “Legal Matters” section.

RESPONSE:  The Fund has added Blank Rome’s address under the “Legal Matters” section.

10.

Under the “Administrative Services” and “Fund Accounting Agreement” sections, please add three fiscal years of total dollars paid.

RESPONSE:  The Fund has provided the information with respect to the three fiscal years of total dollars paid.  Under the “Administrative Services” section, the Fund has revised the disclosure as follows:

“For years 2014, 2015 and 2016, the Fund paid AFS $64,494, $69,759 and $88,214 respectively.”

Under the “Fund Accounting Agreement” section, the Fund has revised disclosure as follows:

“For years 2014, 2015 and 2016, the Fund paid Ultimus $39,926, $42,611 and $41,751 respectively.”

* * * * * *

The Fund intends to file a pre-effective amendment to the Registration Statement to include the revisions set forth in this response letter.

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Should you have any additional questions or comments regarding this letter, please contact me at (212) 885-5234.

Sincerely,

/s/ Courtney B. Schrenko

Courtney B. Schrenko

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Phone:

(212)885-5234

Fax:

(917)898-1392

Email:

cschrenko@blankrome.com

June 9, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

 Washington, D.C. 20549

Re:

Cornerstone Total Return Fund, Inc. (File Number: 811-02363)

Registration Statement on Form N-2

Request for Selective Review

To Whom It May Concern:

The above-referenced filing (the “Registration Statement”) of our client, Cornerstone Total Return Fund, Inc. (the “Fund”), being filed on June 9, 2017, is based on and is substantially similar to the registration statement on Form N-2 of the Fund which was reviewed and declared effective by the Staff on September 16, 2016. Please accept this letter as a request under the selective review procedures discussed below with respect to the Staff’s review of the Registration Statement.

In this regard, the Staff follows certain selective review procedures for registration statements, set forth in Securities Act Release No. 6510 (Feb. 15, 1984), which are applicable to all management investment company registration statements. The Staff may determine not to review a registration statement (or portions of a registration statement) based on similarity to prior filings that have been reviewed by the Staff. Based on these procedures, a registrant may identify portions of prior filings similar or identical to, and intended to serve as precedent for, a current filing.

The Registration Statement represents a “rights offering” of the Fund’s shares, the terms and conditions of which are substantially similar to those contained in the registration statement of the Fund referenced above.

Please contact me at (212) 885-5234 or Thomas R. Westle at (212) 885-5239 with any questions you may have or for any further information you may desire.

Securities and Exchange Commission

June 9, 2017

Page 2

Very truly yours,

/s/ Courtney B. Schrenko

Courtney B. Schrenko

CORRESP
1
filename1.htm

Phone:

(212)885-5205

Fax:

(917)332-3033

Email:

ajanell@blankrome.com

September 15, 2016

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Asen Parachkevov

Re:
Cornerstone Total Return Fund, Inc.

Registration Statement on Form N-2

 File Numbers: 333-212950 and 811-02363

Dear Mr. Parachkevov:

On behalf of Cornerstone Total Return Fund, Inc. (the “Fund”), this letter is in response to the comment received telephonically on September 15, 2016, from the Staff of the U.S. Securities and Exchange Commission (the “Commission”) regarding the Fund’s Pre-Effective Amendment No. 1 filed on Form N-2/A on September 14, 2016 to its registration statement filed on Form N-2 on August 5, 2016 (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 response.

1.
Please revise the annual expense number in the Example to be identical to the Total Annual Expenses number in the Fund’s Fee Table. Please revise the Example if necessary.

RESPONSE: The Fund will correct the annual expense percentage that is stated in the lead-in sentence of the Example in its definitive prospectus that will be filed under Rule 497 after the Fund is declared effective. The Example in the Registration Statement is correct as the dollar amounts for 1, 3, 5 and 10 years were calculated using the Total Annual Expense percentage stated in the Fund’s Summary of Fund Expenses.

* * * * * *

1

The Fund hereby acknowledges 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 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 full responsibility for the adequacy and accuracy of the disclosure in the filings; and

•
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.

Should you have any additional questions or comments regarding this letter, please contact me at (212) 885-5205.

Sincerely,

/s/ Allison H. Janell

Allison H. Janell

2

CORRESP
1
filename1.htm

Phone:

(212)885-5205

Fax:

(917)332-3033

Email:

ajanell@blankrome.com

September 14, 2016

FILED VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Asen Parachkevov

Re:
Cornerstone Total Return Fund, Inc.

(File Numbers: 811-02363 and 333-212950)

Registration Statement on Form N-2

Dear Mr. Parachkevov:

On behalf of our client, Cornerstone Total Return Fund, Inc. (the “Fund”), we are filing a request for acceleration of the Registration Statement on Form N-2 (the “Registration Statement”) initially filed on August 5, 2016 and amended on September 14, 2016, such that the Registration Statement will be declared effective on Friday, September 16, 2016 or as soon thereafter as practicable.

Please contact me at (212) 885-5205 or Thomas R. Westle at (212) 885-5239 with any questions you may have or for any further information you may desire.

Very truly yours,

/s/ Allison H. Janell

Allison H. Janell

One Logan Square  18th & Cherry Streets Philadelphia, PA  19103

www.BlankRome.com

California   ·   Delaware   ·   Florida   ·   New Jersey   ·   New York   ·   Ohio   ·   Pennsylvania   ·   Texas  ·   Washington, DC   ·   Hong Kong

CORRESP
1
filename1.htm

Phone:

(212)885-5205

Fax:

(917)332-3033

Email:

ajanell@blankrome.com

September 14, 2016

FILED VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Asen Parachkevov

Re:
Cornerstone Total Return Fund, Inc.

(File Numbers: 811-02363 and 333-212950)

Registration Statement on Form N-2

Dear Mr. Parachkevov:

Enclosed for filing herewith is Pre-Effective Amendment No. 1 to the above-referenced filing (the “Registration Statement”) of our client, Cornerstone Total Return Fund, Inc. (the “Fund”), initially filed on August 5, 2016. This is being filed to respond to the Staff’s comments received on September 6, 2016. Please note we are also filing a request for acceleration such that the Registration Statement will be declared effective on Friday, September 16, 2016 or as soon thereafter as practicable.

Please contact me at (212) 885-5205 or Thomas R. Westle at (212) 885-5239 with any questions you may have or for any further information you may desire.

Very truly yours,

/s/ Allison H. Janell

Allison H. Janell

One Logan Square 18th & Cherry Streets Philadelphia, PA 19103

www.BlankRome.com

California · Delaware · Florida · New Jersey · New York · Ohio · Pennsylvania · Texas · Washington, DC · Hong Kong

CORRESP
1
filename1.htm

Phone:

(212)885-5205

Fax:

(917)332-3033

Email:

ajanell@blankrome.com

September 9, 2016

VIA EDGAR CORRESPONDENCE

U.S. Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

 Washington, D.C.  20549

Attention:  Asen Parachkevov

Re:
Cornerstone Total Return Fund, Inc.

Registration Statement on Form N-2

 File Numbers:  333-212950 and 811-02363

Dear Mr. Parachkevov:

On behalf of Cornerstone Total Return Fund, Inc. (the “Fund”), this letter is in response to the comments received telephonically on September 6, 2016, 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 August 5, 2016 (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.

1.
Please update all financial information to the extent necessary as of June 30, 2016.

RESPONSE:  The Fund has updated all financial information to the extent necessary as of June 30, 2016.

2.
Under Purpose of the Offering – For the years 2011-2015 please specify for each year whether substantially all or a majority of the distributions of the Fund made to its stockholders consisted of a return of its stockholder’s capital, and not of income or gains generated from the Fund’s investment portfolio.

RESPONSE:  The Fund has revised the disclosure as follows:

Specifically, Stockholders should be aware that substantially all of the distributions that the Fund made to its Stockholders for the years 2011 and 2015 consisted of a return of its Stockholders’ capital, and not of income or gains generated from the Fund’s investment portfolio, and a majority of the distributions that the Fund made to its Stockholders for the years 2012-2014 consisted of a return of its Stockholders’ capital, and not of income or gains generated from the Fund’s investment portfolio.

1

3.
Determination of Net Asset Value – Supplementally confirm that the Fund is not investing in more than 15% of funds that are exempt from the Investment Company Act of 1940 pursuant to Section 3(c)(1) and 3(c)(7) and that the Fund is not investing in more than 35% in private funds.

RESPONSE:  The Fund hereby confirms that it is not investing nor does it intend to invest more than 15% of its net assets in funds that are exempt from the Investment Company Act of 1940 pursuant to Section 3(c)(1) and 3(c)(7) and the Fund is not, nor does it intend to invest in more than 35% of its net assets in private funds.

4.
Under Determination of Net Asset Value it states, “Private funds and non-traded ETFs are fair valued based on the Fund’s fair valuation policies and procedures.” Please explain what a non-traded ETF is.

RESPONSE:  On further review, we have determined that the term non-traded ETF was inadvertently stated in the disclosure.  This disclosure was included in the prospectus in response to a comment received from the SEC staff stating, “Please add clarifying language as to how the Fund values its investments in other investment companies (private funds, other closed-end funds, traded or non-traded, and ETFs), and that the prospectuses for such companies explain the circumstances under which those companies will use fair value pricing.”  The Fund has revised the disclosure as follows:

The net asset value of shares of the Fund is determined weekly and on the last business day of each month, as of the close of regular trading on the NYSE MKT (normally, 4:00 p.m., Eastern time). In computing net asset value, portfolio securities of the Fund are valued at their current market values determined on the basis of market quotations. If market quotations are not readily available, securities are valued at fair value as determined by the Board of Directors. The Fund’s investments in closed-end funds or ETFs whose shares are listed on a national securities exchange are valued using the market price at the close of the NYSE MKT or such other exchange on which they are listed. Private funds and non-traded closed-end funds are fair valued based on the Fund’s fair valuation policies and procedures. Fair valuation involves subjective judgments, and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security. Non-dollar-denominated securities are valued as of the close of the NYSE MKT at the closing price of such securities in their principal trading market, but may be valued at fair value if subsequent events occurring before the computation of net asset value materially have affected the value of the securities.

5.
Management – Under Other Directorships Held By Director, please make sure that all directorships for the past 5 years are included.  Please include reference to Cornerstone Progressive Return Fund and its merger with and into Cornerstone Strategic Value Fund.

2

RESPONSE:  The Fund has revised the disclosure in Other Directorships Held By Director to include all directorships for the past 5 years including reference to Cornerstone Progressive Return Fund and its merger with and into Cornerstone Strategic Value Fund, Inc.

6.
Under Investment Restrictions please re-insert the restriction and the footnote related thereto stating:  Purchase securities issued by the Trust Company or any company of which 50% or more of the voting securities are owned by the Trust Company or an affiliate of the Trust Company, or any investment company (excluding the Fund) or real estate investment trust managed or advised by the Trust Company or any such company.*

* Investment restriction number 13 is no longer applicable to the Fund, as it was written at a time when United States Trust Company of New York was the investment adviser to the Fund.

RESPONSE:  The Fund has re-inserted the requested investment restriction and the footnote related thereto.

*            *            *            *            *            *

The Fund hereby acknowledges 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 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 full responsibility for the adequacy and accuracy of the disclosure in the filings; and

•
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.

The Fund intends to file a pre-effective amendment to the Registration Statement to include the revisions set forth in this response letter.

Should you have any additional questions or comments regarding this letter, please contact me at (212) 885-5205.

3

Sincerely,

/s/ Allison H. Janell

Allison H. Janell

4

CORRESP
1
filename1.htm

Phone:

(212)885-5205

Fax:

(917)332-3033

Email:

ajanell@blankrome.com

August 5, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Asen Parachkevov

Re:
Cornerstone Total Return Fund, Inc. (File Number: 811-02363)

Registration Statement on Form N-2

Request for Selective Review

Dear Mr. Parachkevov:

The above-referenced filing (the “Registration Statement”) of our client, Cornerstone Total Return Fund, Inc. (the “Fund”), filed on August 5, 2016, is based on and is substantially similar to the registration statement on Form N-2 of the Fund which was reviewed and declared effective by the Staff on July 16, 2015. Please accept this letter as a request under the selective review procedures discussed below with respect to the Staff’s review of the Registration Statement.

In this regard, the Staff follows certain selective review procedures for registration statements, set forth in Securities Act Release No. 6510 (Feb. 15, 1984), which are applicable to all management investment company registration statements. The Staff may determine not to review a registration statement (or portions of a registration statement) based on similarity to prior filings that have been reviewed by the Staff. Based on these procedures, a registrant may identify portions of prior filings similar or identical to, and intended to serve as precedent for, a current filing.

The Registration Statement represents a “rights offering” of the Fund’s shares, the terms and conditions of which are substantially similar to those contained in the registration statement of the Fund referenced above.

Please contact me at (212) 885-5205 or Thomas R. Westle at (212) 885-5239 with any questions you may have or for any further information you may desire.

Very truly yours,

/s/ Allison H. Janell

Allison H. Janell

One Logan Square  18th & Cherry Streets Philadelphia, PA  19103

www.BlankRome.com

California   ·   Delaware   ·   Florida   ·   New Jersey   ·   New York   ·   Ohio   ·   Pennsylvania   ·   Texas  ·   Washington, DC   ·   Hong Kong

CORRESP
1
filename1.htm

Phone:

(212)885-5205

Fax:

(917)332-3033

Email:

ajanell@blankrome.com

July 16, 2015

FILED VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

 Washington, D.C.  20549

Attention:  Asen Parachkevov

Re:
Cornerstone Total Return Fund, Inc.

(File Numbers: 811-02363 and 333-198846)

Registration Statement on Form N-2

Dear Mr. Parachkevov:

On behalf of our client, Cornerstone Total Return Fund, Inc. (the “Fund”), we are filing a request for acceleration of the Registration Statement on Form N-2 (the “Registration Statement”) initially filed on September 19, 2014 and amended on July 6, 2015, July 10, 2015 and July 14, 2015, such that the Registration Statement will be declared effective on Thursday, July 16, 2015 or as soon thereafter as practicable.

Please contact me at (212) 885-5205 or Thomas R. Westle at (212) 885-5239 with any questions you may have or for any further information you may desire.

Very truly yours,

/s/ Allison H. Janell

Allison H. Janell

One Logan Square  18th & Cherry Streets Philadelphia, PA  19103

www.BlankRome.com

California   ·   Delaware   ·   Florida   ·   New Jersey   ·   New York   ·   Ohio   ·   Pennsylvania   ·   Texas  ·   Washington, DC   ·   Hong Kong

CORRESP
1
filename1.htm

Phone:

(212)885-5205

Fax:

(917)332-3033

Email:

ajanell@blankrome.com

July 15, 2015

FILED VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

 Washington, D.C.  20549

Attention:  Mr. Eric McNealy

Re:
Request for Post-Acceptance Correction for Cornerstone Total Return Fund, Inc. (“Registrant”)

CIK Number 0000033934, With Respect to N-2/A Filed July 14, 2015

Dear Mr. McNealy:

On behalf of the above-referenced Registrant, we hereby request that the file number assigned by the EDGAR system to the N-2/A filed on July 14, 2015 (Accession No. 0001398344-15-004476, Film No. 15987961) be changed from File Number 333-191119 to File Number 333-198846 in order for the file to correspond with the File Number assigned to the Registrant’s Form N-2 Filing on September 19, 2014 (File No. 333-198846). The N-2/A was filed for the purpose of responding to Staff’s comments received on July 14, 2015.  The N-2/A contained the correct N-2 File Number (333-198846) in the filing but was inadvertently transmitted by our EDGAR filing agent with the incorrect file number.

Please contact me at (212) 885-5205 or Thomas R. Westle at (212) 885-5239 with any questions you may have or for any further information you may desire.

Very truly yours,

/s/ Allison H. Janell

Allison H. Janell

CORRESP
1
filename1.htm

Phone:

(212)885-5205

Fax:

(917)332-3033

Email:

ajanell@blankrome.com

July 15, 2015

FILED VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

 Washington, D.C.  20549

Attention:  Mr. Eric McNealy

Re:
Cornerstone Total Return Fund, Inc.

Registration Statement on Form N-2/A

(File Numbers: 811-02363 and 333-198846)

Dear Mr. McNealy:

Enclosed for filing herewith is Pre-Effective Amendment No. 2 to the above referenced filing (the “Registration Statement”) of our client, Cornerstone Total Return Fund, Inc. (the “Fund”), initially filed on September 19, 2014.  Pre-Effective Amendment No. 2 to the Registration Statement was initially filed on July 10, 2015 under the incorrect filing number.  We would like to request that Pre-Effective Amendment No. 2 to the Registration Statement filed today, July 15, 2015, be back dated to July 10, 2015.

Please contact me at (212) 885-5205 or Thomas R. Westle at (212) 885-5239 with any questions you may have or for any further information you may desire.

Very truly yours,

/s/ Allison H. Janell

Allison H. Janell

CORRESP
1
filename1.htm

Phone:

(212)885-5205

Fax:

(917)332-3033

Email:

ajanell@blankrome.com

July 15, 2015

FILED VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

 Washington, D.C.  20549

Attention:  Mr. Eric McNealy

Re:
Cornerstone Total Return Fund, Inc.

Registration Statement on Form N-2/A

(File Numbers: 811-02363 and 333-198846)

Dear Mr. McNealy:

Enclosed for filing herewith is Pre-Effective Amendment No. 1 to the above referenced filing (the “Registration Statement”) of our client, Cornerstone Total Return Fund, Inc. (the “Fund”), initially filed on September 19, 2014.  Pre-Effective Amendment No. 1 to the Registration Statement was initially filed on July 6, 2015 under the incorrect filing number.  We would like to request that Pre-Effective Amendment No. 1 to the Registration Statement filed today, July 15, 2015, be back dated to July 6, 2015.

Please contact me at (212) 885-5205 or Thomas R. Westle at (212) 885-5239 with any questions you may have or for any further information you may desire.

Very truly yours,

/s/ Allison H. Janell

Allison H. Janell

CORRESP
1
filename1.htm

Phone:

(212)885-5205

Fax:

(917)332-3033

Email:

ajanell@blankrome.com

July 14, 2015

FILED VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

 Washington, D.C.  20549

Attention:  Asen Parachkevov

Re:
Cornerstone Total Return Fund, Inc.

(File Numbers: 811-02363 and 333-198846)

Registration Statement on Form N-2

Dear Mr. Parachkevov:

Enclosed for filing herewith is Pre-Effective Amendment No. 3 to the above-referenced filing (the “Registration Statement”) of our client, Cornerstone Total Return Fund, Inc. (the “Fund”), initially filed on September 19, 2014. This is being filed to respond to the Staff’s comments received on July 14, 2015.  Please note we are also filing a request for acceleration such that the Registration Statement will be declared effective on Wednesday, July 15, 2015 or as soon thereafter as practicable.

Please contact me at (212) 885-5205 or Thomas R. Westle at (212) 885-5239 with any questions you may have or for any further information you may desire.

Very truly yours,

/s/ Allison H. Janell

Allison H. Janell

CORRESP
1
filename1.htm

Phone:

(212)885-5205

Fax:

(917)332-3033

Email:

ajanell@blankrome.com

July 10, 2015

FILED VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Asen Parachkevov

Re:
Cornerstone Total Return Fund, Inc.

(File Numbers: 811-02363 and 333-191119)

Registration Statement on Form N-2

Dear Mr. Parachkevov:

Enclosed for filing herewith is Pre-Effective Amendment No. 2 to the above-referenced filing (the “Registration Statement”) of our client, Cornerstone Total Return Fund, Inc. (the “Fund”), initially filed on September 19, 2014. This is being filed to respond to the Staff’s comments received on July 9, 2015. Please note we are also filing a request for acceleration such that the Registration Statement will be declared effective on Tuesday, July 14, 2015 or as soon thereafter as practicable.

Please contact me at (212) 885-5205 or Thomas R. Westle at (212) 885-5239 with any questions you may have or for any further information you may desire.

Very truly yours,

/s/ Allison H. Janell

Allison H. Janell

CORRESP
1
filename1.htm

Phone:

(212)885-5205

Fax:

(917)332-3033

Email:

ajanell@blankrome.com

July 10, 2015

VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Asen Parachkevov

Re:
Cornerstone Total Return Fund, Inc.

Registration Statement on Form N-2/A

 File Numbers: 333-198846 and 811-02363

Dear Mr. Parachkevov:

On behalf of Cornerstone Total Return Fund, Inc. (the “Fund”), this letter is in response to the comments received on July 9, 2015, from the Staff of the U.S. Securities and Exchange Commission (the “Commission”) regarding the Fund’s Pre-Effective Amendment No. 1 filed on Form N-1/A on July 6, 2015 to its registration statement filed on Form N-2 on September 19, 2014 (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 obtain 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.

1.
Under Purpose of the Offering, in the first bullet point please clarify whether the market price of the Fund’s common stock has been at a discount or a premium to the Fund’s net asset value at the time of its prior rights offerings.

RESPONSE: The market price of the Fund’s common stock at the time of prior rights offerings has traded at a premium to its net asset value.

2.
Under Purpose of the Offering, please combine the second and third bullet points to state that although raising more cash will better position the Fund to take advantage of investment opportunities, the increased cash will also be used to maintain the Fund’s managed distribution policy.

RESPONSE: The Fund has combined the second and third bullet points under Purpose of the Offering as stated below:

1

·
Raising more cash will better position the Fund to take advantage of investment opportunities that exist or may arise, however, as has been the case with Prior Rights Offerings, a portion of the increase in the Fund’s assets will also be used to maintain the Fund’s managed distribution policy (the “Distribution Policy”)

3.
Under Purpose of the Offering, in the last bullet point please disclose why you expect the Offering to be anti-dilutive with respect to the net asset value per share.

RESPONSE: The Fund has added the following disclosure:

The Offering is expected to be anti-dilutive with respect to the per share value, but not to voting, to all Stockholders, including those electing not to participate. This expectation is based on the fact that all the costs of the Offering will be borne by the Stockholders whether or not they exercise their Rights, because the Offering price is set at a premium to NAV and the estimated expenses incurred for the Offering will be more than offset by the increase in the net assets of the Fund such that non-participating Stockholders will receive an increase in their net asset value, so long as the number of Shares issued to participating Stockholders is not materially less than a full exercise of the Basic Subscription amount. Historically, all Prior Rights Offerings have been anti-dilutive with respect to the net asset value per share. Stockholders have exercised not only the basic subscription but also a significant percentage of the overallotment of shares offered. The Offering is expected to be dilutive with respect to Stockholders voting percentages because Stockholders electing not to participate in the Offering will own a smaller percentage of the total number of shares outstanding after the completion of the Offering.

*    *    *    *    *    *

The Fund hereby acknowledges 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 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 full responsibility for the adequacy and accuracy of the disclosure in the filings; and

•
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.

The Fund intends to file a pre-effective amendment to the Registration Statement to include the revisions set forth in this response letter.

2

Should you have any additional questions or comments regarding this letter, please contact me at (212) 885-5205.

Sincerely,

/s/ Allison H. Janell

Allison H. Janell

3

CORRESP
1
filename1.htm

Phone:

(212)885-5205

Fax:

(917)332-3033

Email:

ajanell@blankrome.com

July 6, 2015

FILED VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

 Washington, D.C.  20549

Attention:  Asen Parachkevov

Re:
Cornerstone Total Return Fund, Inc.

(File Numbers: 811-02363 and 333-191119)

Registration Statement on Form N-2

Dear Mr. Parachkevov:

Enclosed for filing is a comparison of the Registration Statement on Form N-2/A, as filed on July 6, 2015 and the Registration Statement on Form N-2, as filed on September 19, 2014 of our client, Cornerstone Total Return Fund, Inc. (the “Fund”).

Please contact me at (212) 885-5205 or Thomas R. Westle at (212) 885-5239 with any questions you may have or for any further information you may desire.

Very truly yours,

/s/ Allison H. Janell

Allison H. Janell

One Logan Square  18th & Cherry Streets Philadelphia, PA  19103

www.BlankRome.com

California   ·   Delaware   ·   Florida   ·   New Jersey   ·   New York   ·   Ohio   ·   Pennsylvania   ·   Texas  ·   Washington, DC   ·   Hong Kong

CORRESP
1
filename1.htm

Phone:

(212)885-5205

Fax:

(917)332-3033

Email:

ajanell@blankrome.com

July 6, 2015

FILED VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Asen Parachkevov

Re:
Cornerstone Total Return Fund, Inc.

(File Numbers: 811-02363 and 333-191119)

Registration Statement on Form N-2

Dear Mr. Parachkevov:

Enclosed for filing herewith is Pre-Effective Amendment No. 1 to the above-referenced filing (the “Registration Statement”) of our client, Cornerstone Total Return Fund, Inc. (the “Fund”), initially filed on September 19, 2014. This is being filed to respond to the Staff’s comments received on October 17, 2014. Please note we are also filing a request for acceleration such that the Registration Statement will be declared effective on Friday, July 10, 2015 or as soon thereafter as practicable.

Please contact me at (212) 885-5205 or Thomas R. Westle at (212) 885-5239 with any questions you may have or for any further information you may desire.

Very truly yours,

/s/ Allison H. Janell

Allison H. Janell

CORRESP
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Phone:

(212)885-5205

Fax:

(917)332-3033

Email:

ajanell@blankrome.com

November 6, 2014

VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C.  20549

Attention:  Asen Parachkevov

Re:

Cornerstone Total Return Fund, Inc.

Registration Statement on Form N-2

File Numbers:  333-198846 and 811-02363

Dear Mr. Parachkevov:

On behalf of Cornerstone Total Return Fund, Inc. (the “Fund”), this letter is in response to the comments received on October 17, 2014, from the Staff of the U.S. Securities and Exchange Commission (the “Commission”) regarding the Fund’s registration statement on Form N-2 filed on September 19, 2014 (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 obtain 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.

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.

RESPONSE:  In the future, the Fund will leave the box referencing Section 8(c) of the Securities Act of 1933 unchecked when filing a registration statement for a rights offering.

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.

1

RESPONSE:  The Fund will respond to any additional comments when received from the Staff.

Calculation of Registration Fee Under the Securities Act of 1933

3.

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

RESPONSE:  The Fund has added the following footnote to the Registration Fee Table:

(1) Over-Allotment Shares are also being registered.

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 distributions to maintain the distribution policy.

RESPONSE:  The Fund has added the following disclosure:

Increasing the Fund’s assets will provide the Fund additional flexibility in maintaining the Fund’s Distribution Policy (see discussion below). This policy permits Stockholders to receive a predictable level of cash flow and some liquidity periodically with respect to their Shares without having to sell Shares. Previously, the Fund’s investments have not provided adequate income to meet the requirements of the Fund’s Distribution Policy, therefore, the Fund has made return of capital distributions to maintain the Fund’s Distribution Policy.  Specifically stockholders should be aware that substantially all of the distributions that the Fund made to its Stockholders for years 2009-2011 consisted of a return of its Stockholders’ capital, and not of income or gains generated from the Fund’s investment portfolio, and a majority of the distributions that the Fund made to its Stockholders for years 2012-2013 consisted of a return of its Stockholders’ capital, and not of income or gains generated from the Fund’s investment portfolio.

Page 7

2.

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.

RESPONSE:  The Fund has revised the disclosure discussing the anti-dilutive nature of the Offering as stated below:

2

The Offering is expected to be anti-dilutive with respect to the per share value, to all Stockholders, including those electing not to participate.  This expectation is based on the fact that all the costs of the Offering will be borne by the Stockholders whether or not they exercise their Rights, the Offering price is set at a premium to NAV and the estimated expenses incurred for the Offering will be more than offset by the increase in the net assets of the Fund such that non-participating Stockholders will receive an increase in their net asset value, so long as the number of Shares issued to participating Stockholders is not materially less than a full exercise of the Basic Subscription amount.  The Offering is expected to be dilutive with respect to Stockholders voting percentages because Stockholders electing not to participate in the Offering will own a smaller percentage of the total number of shares outstanding after the completion of the Offering.

3.

The Prospectus states that the Fund “may invest without limitation in other closed-end investment companies and ETFs.”  Please confirm 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.

RESPONSE:  The Fund has added the following disclosure

The Fund may invest without limitation in other closed-end investment companies and ETFs, provided that the Fund limits its investment in securities issued by other investment companies so that not more than 3% of the outstanding voting stock of any one investment company will be owned by the Fund. As a stockholder in any investment company, the Fund will bear its ratable share of the investment company’s expenses and would remain subject to payment of the Fund’s advisory and administrative fees with respect to the assets so invested.  The Fund will not invest in private investment companies in excess of 15% of the Fund’s assets and any such investment will count towards the calculation of the 20% limitation on investments in illiquid securities.

Page 8

4.

The Prospectus states that the “Fund’s annual portfolio turnover rate is expected to continue to be relatively low, ranging between 10% and 90%.”  Briefly explain any significant change in the Fund’s portfolio turnover rates over the last two fiscal years.

RESPONSE:  The Fund has not had any significant changes in its portfolio turnover rate over the last two fiscal years.

3

Summary of Fund Expenses

Page 16

5.

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.

RESPONSE:  The Fund has added the following disclosure:

The example assumes that the estimated “Other Expenses” set forth in the Annual Expenses table remain the same each year and that all dividends and distributions are reinvested at net asset value. Actual expenses may be greater or less than those assumed. The example further assumes that the Fund uses no leverage, as currently intended and the Fund does not intent to utilize any leverage within one year from the effective date of this Registration Statement. Moreover, the Fund’s actual rate of return will vary and may be greater or less than the hypothetical 5% annual return.

Use of Proceeds

Page 29

6.

The Prospectus states that the net proceeds of the Offering will be invested in accordance with the Fund’s investment objective and policies 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 Fund to maintain its distribution policy.  Please revise the disclosure in this section to give prominence to this intended use of the offering proceeds.

RESPONSE:  The Fund has added the follow disclosure:

If fully-subscribed, the net proceeds of the Offering will be approximately $[__] or approximately $[__] per Share.  The net proceeds of the Offering will be invested in accordance with the Fund’s investment objective and policies (as stated below) as soon as practicable after completion of the Offering and, to the extent necessary, net proceeds of the Offering will allow the Fund to maintain its distribution policy. The Fund currently anticipates being able to invest a substantial portion of the net proceeds within one month after the completion of the Offering. Pending investment of the net proceeds in accordance with the Fund’s investment objective and policies, the Fund will invest in money market securities or money market mutual funds. Investors should expect, therefore, that before the Fund has fully invested the proceeds of the Offering in accordance with its investment objective and policies, the Fund’s net asset value would earn interest income at a modest rate.  To the extent adequate income is not available, portfolio securities, including those purchased with proceeds of the Offering, may be sold to meet the amounts distributed under the Fund’s managed distribution policy.

4

Management of the Fund

Page 43

7.

Please disclose the length of service of the Portfolio Manager and state his business experience during the past 5 years.

RESPONSE:  The Fund has added the following disclosure:

Ralph W. Bradshaw has been the Fund’s portfolio manager (the “Portfolio Manager”) for over ten years. Mr. Bradshaw an owner of Cornerstone Advisors, Inc., is President and Chairman of the Board of Directors of the Fund. In addition, Mr. Bradshaw may consult with Gary Bentz, another officer of the Adviser, regarding investment decisions. In carrying out responsibilities for the management of the Fund’s portfolio of securities, the Portfolio Manager has primary responsibility. The Adviser may create a portfolio management team by assigning additional portfolio managers. In cases where the team might not be in agreement with regard to an investment decision, Mr. Bradshaw has ultimate authority to decide the matter.

8.

It is disclosed that the sole portfolio manager of the Fund, Mr. Bradshaw, “may consult with Gary Bentz, another officer of the Adviser, regarding investment decisions.”  In your response letter, please confirm that Mr. Bentz has no independent discretion to make portfolio decisions.

RESPONSE:  The Fund confirms that although Mr. Bradshaw may consult with Mr. Bentz from time to time, Mr. Bentz has no independent discretion to make portfolio decisions.  However, in the event that Mr. Bradshaw is unable or unavailable to fulfill his responsibilities as the portfolio manager, Mr. Bentz would be eligible to provide investment decisions on a discretionary basis.

9.

Please confirm that no disclosure is required in response to Item 9.3 regarding control persons of the Fund.

RESPONSE:  No disclosure is required in response to Item 9.3 regarding control persons of the Fund.

Determination of Net Asset Value

Page 45

10.

Please add clarifying language as to how the Fund values its investments in other investment companies (private funds, other closed-end funds, traded or non-traded, and ETFs), and that the prospectuses for such companies explain the circumstances under which those companies will use fair value pricing.

5

RESPONSE:  The Fund has added the following disclosure:

The net asset value of shares of the Fund is determined weekly and on the last business day of each month, as of the close of regular trading on the NYSE MKT (normally, 4:00 p.m., Eastern time). In computing net asset value, portfolio securities of the Fund are valued at their current market values determined on the basis of market quotations. If market quotations are not readily available, securities are valued at fair value as determined by the Board of Directors. The Fund’s investments in closed-end funds and listed ETFs whose shares are listed on a national securities exchange are valued using the market price at the close of the NYSE MKT or such other exchange on which they are listed.  Private funds and non-traded ETFs are fair valued based on the Fund’s fair valuation policies and procedures. Fair valuation involves subjective judgments, and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security. Non-dollar-denominated securities are valued as of the close of the NYSE MKT at the closing price of such securities in their principal trading market, but may be valued at fair value if subsequent events occurring before the computation of net asset value materially have affected the value of the securities.

Statement of Additional Information

Management

Page B-5

1.

In the Director’s table, please confirm that the last column that lists other directorship held by the Fund’s Directors during the past 5 years.

RESPONSE:  The Fund confirms that the last column that lists other directorships held by the Fund’s Directors is inclusive of the past 5 years.

Allocation of Brokerage

Page B-17

2.

Please disclose that any research or other benefits 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 Section 28(e) of the Securities Exchange Act of 1934.

RESPONSE:  The Fund has made the following disclosure:

6

The information and services received by the Adviser from brokers and dealers may be of benefit in the management of accounts of other clients and may not in all cases benefit the Fund directly. While such services are useful and important in supplementing its own research and facilities, the Adviser believes the value of such services is not determinable and does not significantly reduce its expenses.  Any research or other benefits 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 Section 28(e) of the Securities Exchange Act of 1934.

*    *    *    *    *    *

The Fund hereby acknowledges 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 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 full responsibility for the adequacy and accuracy of the disclosure in the filings; and

•

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.

The Fund intends to file a pre-effective amendment to the Registration Statement to include the revisions set forth in this response letter.

Should you have any additional questions or comments regarding this letter, please contact me at (212) 885-5205.

Sincerely,

/s/ Allison H. Janell

Allison H. Janell

7

1

     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.

2

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

3
 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

*     *     *     *     *     *

4

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

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Phone:

(212)885-5205

Fax:

(917)332-3033

Email:

ajanell@blankrome.com

October 24, 2014

VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attention: Asen Parachkevov

Re:

Cornerstone Total Return Fund, Inc.

Preliminary Proxy Statement on Schedule 14A

Dear Mr. Parachkevov:

On behalf of Cornerstone Total Return Fund, Inc. (the “Fund”), this letter is in response to the comments received on October 23, 2014 from the Staff of the U.S. Securities and Exchange Commission (the “Commission”) regarding the Fund’s preliminary proxy statement on Schedule 14A filed on October 17, 2014, pursuant to Rule 14a-6 of the Securities Exchange Act of 1934 (the “1934 Act”). We have set forth below, in bold face type, the text of the comment, followed by the Fund’s responses:

1.

Under the General section it states, “The cost of soliciting the proxies will be borne by the Fund.” Please disclose approximately how much the cost of soliciting will be to the Fund.

RESPONSE: The Fund has added the following disclosure:

The cost of soliciting the proxies is estimated to be approximately $1,600 and will be borne by the Fund.

2.

Under the General section, please fill in the number of shares of common stock outstanding on October 27, 2014.  Please confirm if this number includes a recent rights offering.

RESPONSE: The Fund will include the number of shares of common stock outstanding on October 27, 2014. This number will not reflect a rights offering, as a rights offering will not have occurred prior to October 27, 2014.

3.

In the second paragraph under Proposal No. 1, it states that, “the Board believes that a reverse stock split may have the effect of increasing the Fund’s market price and will have the effect of increasing the Fund’s net asset value (“NAV”) per share.” Please disclose why the Board believes that a reverse stock split may have the effect of increasing the Fund’s market price.

Securities and Exchange Commission

October 23, 2014

Page 2

RESPONSE: The Fund has added the following disclosure:

Although no assurances can be given, the Board believes that a reverse stock split may have the effect of increasing the Fund's market price and will have the effect of increasing the Fund's net asset value ("NAV") per share. A prior reverse stock split in 2008 by the Fund contributed to an increase in the Fund’s market price and to the Fund’s shares selling at a premium.

The Fund hereby acknowledges 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 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 full responsibility for the adequacy and accuracy of the disclosure in the filings; and

·

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.

Please also be advised that the Fund has filed as of October 27, 2014, a definitive proxy statement for the Fund containing the revisions set forth in this response letter.

Should you have any additional questions or comments regarding this letter, please contact me at (212) 885-5205.

Sincerely,

/s/ Allison H. Janell

Allison H. Janell

CORRESP
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Phone:

(212)885-5205

Fax:

(917)332-3033

Email:

ajanell@blankrome.com

October 17, 2014

VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attention: Asen Parachkevov

Re:

Cornerstone Total Return Fund, Inc.

Preliminary Proxy Statement on Schedule 14A

Notice of Filing

Dear Mr. Parachkevov:

The above-referenced filing (the “Preliminary Proxy Statement”) of our client, Cornerstone Total Return Fund, Inc. (the “Fund”), filed on October 17, 2014, 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 a special meeting of stockholders to be held on December 8, 2014, 1075 Hendersonville Road, Suite 250, Asheville, North Carolina, 28803, to approve a proposed one-for-four reverse stock split and the related amendment to the Certificate of Incorporation.

Please contact me at (212) 885-5205 or Thomas R. Westle at (212) 885-5239 with any questions you may have or for any further information you may desire.

Very truly yours,

/s/ Allison H. Janell

Allison H. Janell

CORRESP
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Phone:

(212)885-5205

Fax:

(917)332-3033

Email:

ajanell@blankrome.com

September 19, 2014

VIA EDGAR

Securities and Exchange Commission

Division of Investment Management

100 F Street, N.E.

Washington, D.C. 20549

Attention: Asen Parachkevov

Re:

Cornerstone Total Return Fund, Inc.

(File Numbers: 811-02363 and 333-[___])

Registration Statement on Form N-2

Request for Selective Review

Dear Mr. Parachkevov:

The above-referenced filing (the “Registration Statement”) of our client, Cornerstone Total Return Fund, Inc. (the “Fund”), filed on September 19, 2014, is based on and is substantially similar to the registration statement on Form N-2 of the Fund which was reviewed and declared effective by the Staff on October 18, 2013, the registration statement on Form N-2 of Cornerstone Strategic Value Fund, Inc. (File No.: 811-05150), which was reviewed and declared effective by the Staff on October 18, 2013, and the registration statement on Form N-2 of Cornerstone Progressive Return Fund (File No.: 811-22066), which was reviewed and declared effective by the Staff on April 23, 2014. Please accept this letter as a request under the selective review procedures discussed below with respect to the Staff’s review of the Registration Statement.

In this regard, the Staff follows certain selective review procedures for registration statements, set forth in Securities Act Release No. 6510 (Feb. 15, 1984), which are applicable to all management investment company registration statements. The Staff may determine not to review a registration statement (or portions of a registration statement) based on similarity to prior filings that have been reviewed by the Staff. Based on these procedures, a registrant may identify portions of prior filings similar or identical to, and intended to serve as precedent for, a current filing.

One Logan Square  18th & Cherry Streets Philadelphia, PA  19103

www.BlankRome.com

California   ·   Delaware   ·   Florida   ·   New Jersey   ·   New York   ·   Ohio   ·   Pennsylvania   ·   Texas  ·   Washington, DC   ·   Hong Kong

Securities and Exchange Commission

September 19, 2014

Page 2

The Registration Statement represents a “rights offering” of the Fund’s shares, the terms and conditions of which are substantially similar to those contained in the registration statements of Cornerstone Strategic Value Fund, Inc., Cornerstone Progressive Return Fund and the Fund referenced above.

Please contact me at (212) 885-5205 or Thomas R. Westle at (212) 885-5239 with any questions you may have or for any further information you may desire.

Very truly yours,

/s/ Allison H. Janell

Allison H. Janell

CORRESP
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Phone:

(212) 885-5360

Fax:

 (917) 332-3722

Email:

hahmed@blankrome.com

October 24, 2013

Dominic Minore

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-4720

Re:

Cornerstone Total Return Fund, Inc. (the “Fund”)

SEC File Numbers:  333-191119 and 811-02363

Dear Mr. Minore:

On behalf of the Fund, this letter is in response to the comments received on October 23, 2013 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), regarding the Fund’s registration statement on Form N-2 filed on September 12, 2013, as amended by the Pre-Effective Amendment #1, filed on October 18, 2013 (the “Registration Statement”), each filed under the Securities Act of 1933, as amended (“1933 Act”), and the Investment Company Act of 1940, as amended (“1940 Act”).

We have set forth below, in boldface type, the text of each comment, followed by the Fund’s responses.

Prospectus

Pricing Table

1.         Comment:  Provide footnote disclosure that identifies the estimated per share dollar amount of all fees and expenses of the Offering that the Fund’s Stockholders will bear directly or indirectly. In this regard, also provide footnote disclosure of the estimated per share dollar amount of proceeds to the Fund after deduction of such fees and expenses. The calculation of the per share dollar amount should not take into account the Over-Allotment Shares.

Response:  The Fund acknowledges the Staff’s comment and has added the italicized language set forth below in footnotes (2) and (3) to the “Pricing Table”:

Dominic Minore

October 24, 2013

Page 2

(2) Proceeds to the Fund are before deduction of expenses incurred by the Fund in connection with the Offering, such expenses are estimated to be approximately $89,903 or approximately $0.03 per Share, if fully subscribed.  The calculation of the per Share amount does not take into account the Over-Allotment Shares. Funds received prior to the final due date of this Offering will be deposited in a segregated account pending allocation and distribution of Shares.  Interest, if any, on subscription monies will be paid to the Fund regardless of whether Shares are issued by the Fund; interest will not be used as credit toward the purchase of Shares.

(3) Fees and expenses incurred by the Fund in connection with the Offering are estimated to be approximately $89,903 or approximately $0.03 per Share, if fully subscribed. Proceeds to the Fund, after deduction of such fees and expenses incurred by the Fund in connection with the Offering, are estimated to be approximately $20,690,637 or approximately $6.00 per Share, if fully subscribed.  The calculation of the per Share amounts indicated above do not take into account the Over-Allotment Shares.

The Offering

2.         Comment:  Delete the word “may” where it is first used in the last bullet point of this section.

Response:  The Fund acknowledges the Staff’s comment and has revised the following language to “The Offering” section to read as follows:

Use of proceeds from the 2012 Offering, the 2011 Offering, and the 2010 Offering (collectively, the “Prior Rights Offerings”) have been, and the use of proceeds from the current Offering and any future rights offerings, may be used to maintain the Fund’s Distribution Policy (as defined below) by providing funding for future distributions, which may constitute a return of its Stockholders’ capital.

Purpose of The Offering

3.         Comment:  Add the following language at the end of the last bullet, “and Shares continue to trade at a premium to net asset value”.

Dominic Minore

October 24, 2013

Page 3

Response:  The Fund acknowledges the Staff’s comment and has added the italicized language set forth below in the last bullet of the “Purpose of the Offering” section:

The Offering is expected to be anti-dilutive to all Stockholders, including those electing not to participate notwithstanding, the fact that all the costs of the Offering will be borne by the Stockholders whether or not they exercise their Rights, because the Offering price is set at a premium to NAV and the estimated expenses incurred for the Offering will be more than offset by the increase in the net assets of the Fund such that non-participating Stockholders will receive an increase in their net asset value, so long as the number of Shares issued to participating Stockholders is not materially less than a full exercise of the Basic Subscription amount.

Managed Distribution Risk

4.         Comment: Include in the disclosure that the portion of distribution that does not constitute a return of capital is taxable to Stockholders in the year the distribution is declared.

Response:  The Fund acknowledges the Staff’s comment and has added the following language set forth below in the “Managed Distribution Risk” section:

For the taxable Stockholders, the portion of distribution that constitutes ordinary income and/or capital gains is taxable to such Stockholders in the year the distribution is declared.

5.         Comment: Add the bracketed language to the following sentence: The Stockholders would reduce their basis in the Shares by the amount of the distribution [and therefore may result in an increase in the amount of any taxable gain on a subsequent disposition of such Shares, even if such Shares are sold at a loss to the Stockholder’s original investment amount].

Response:  The Fund acknowledges the Staff’s comment and has added the italicized language set forth below in the “Managed Distribution Risk” section:

The Stockholders would reduce their basis in the Shares by the amount of the distribution and therefore may result in an increase in the amount of any taxable gain on a subsequent disposition of such Shares, even if such Shares are sold at a loss to the Stockholder’s original investment amount.

Dominic Minore

October 24, 2013

Page 4

Managed Distribution Policy

6.         Add the following language to the end of the paragraph that begins with “On August 9, 2013,...”:  “but will represent in large part[/substantially all] a return of Stockholders’ capital invested in the Fund.”

Response:  The Fund acknowledges the Staff’s comment and has added the italicized language set forth below in the “Managed Distribution Policy” section:

On August 9, 2013, the Board of Directors of the Fund announced that the distribution percentage for the calendar year 2014 is to remain at 21%, which will be applied to the net asset value of the Fund as of the end of October 2013 to determine the distribution amounts for calendar year 2014. The distribution percentage is not a function of, nor is it related to, the investment return on the Fund’s portfolio but the 2014 distributions based on the distribution percentage are expected to consist principally or entirely of a return of Stockholders’ capital invested in the Fund.

Summary of Fund Expenses

7.         Comment: Change lead-in so that it reads as follows: “The following table shows Fund expenses that you as an investor in the Fund’s Shares will bear directly or indirectly.” Also, include under “Stockholder Transaction Expenses” a line item for “Offering expenses”. Further, in the Example, change the amount in Year 1 to account for Offering expenses. Last, the per share calculations should not take into account the Over-Allotment Shares.

Response:  The Fund acknowledges the Staff’s comment and has revised the Summary of Fund Expenses to read as follows:

SUMMARY OF FUND EXPENSES

The following table shows Fund expenses that you as an investor in the Fund’s Shares will bear directly or indirectly.

Dominic Minore

October 24, 2013

Page 5

Stockholder Transaction Expenses

Sales load

None

Offering expenses

0.65%

Distribution Reinvestment Plan fees

None

Annual Expenses (as a percentage of net assets attributable to the Shares)

Management fees

1.00%

Other expenses(2)

0.52%

Acquired Fund fees and expenses(3)

0.32%

Total Annual Expenses

1.84%

Example(4)

The following example illustrates the hypothetical expenses (including estimated expenses of this Offering of $6.00) that you would pay on a $1,000 investment in the Shares, assuming (i) annual expenses of 1.84% of net assets attributable to the Shares and (ii) a 5% annual return:

1 Year

3 Years

5 Years

10 Years

You would pay the following expenses on a $1,000 investment, assuming a 5% annual return

$25

$65

$106

$223

(1)

Assuming the Fund will have 13,784,769 Shares outstanding if fully subscribed and Offering expenses to be paid by the Fund are estimated to be $89,903 or approximately $0.03 per Share.

(2)

“Other Expenses” are based upon gross estimated amounts for the current fiscal year and include, among other expenses, administration and fund accounting fees. The Fund has no current intention to borrow money for investment purposes and has adopted a fundamental policy against selling securities short.

(3)

The Fund invests in other closed-end investment companies and ETFs (collectively, the “Acquired Funds”). The Fund’s stockholders indirectly bear a pro rata portion of the fees and expenses of the Acquired Funds in which the Fund invests. Acquired Fund fees and expenses are based on estimated amounts for the current fiscal year.

(4)

The example assumes that the estimated “Other Expenses” set forth in the Annual Expenses table remain the same each year and that all dividends and distributions are reinvested at net asset value. Actual expenses may be greater or less than those assumed. The example further assumes that the Fund uses no leverage, as currently intended. Moreover, the Fund’s actual rate of return will vary and may be greater or less than the hypothetical 5% annual return.

Dominic Minore

October 24, 2013

Page 6

What are the risks of the MDP?

8.         Comment: In the penultimate paragraph of this section replace the word “DIVIDEND” with “DISTRIBUTION” in reference to “RULE 19a-1 NOTICE ACCOMPANYING DIVIDEND PAYMENT.”Also, in the response letter, the Fund should indicate that in such notice, the caption will read “RULE 19a-1 NOTICE ACCOMPANYING DISTRIBUTION PAYMENT.”

Response: The Fund acknowledges the Staff’s comment and has made such replacement and the Fund will indicate in the caption of such notice reference to “RULE 19a-1 NOTICE ACCOMPANYING DISTRIBUTION PAYMENT.”

9.         Comment: Whenever a comment is made in one location, it is considered applicable to all similar disclosure appearing elsewhere in the registration statement.

Response: The Fund acknowledges the Staff’s comment and undertakes to reflect all changes and revisions set forth in this letter in the final Prospectus for this Offering that the Fund will file pursuant to Rule 497.

10.       Comment: Response to this letter should be in the form of SEC correspondence.

Response: The Fund acknowledges the Staff’s comment.

Should you have any questions or comments regarding the above, please contact me at (212) 885-5360.

Sincerely

/s/ F. Humera Ahmed

F. Humera Ahmed

CORRESP
1
filename1.htm

    fp0008527_corresp.htm

Phone:

(212) 885-5360

Fax:

(917) 332-3722

Email:

hahmed@blankrome.com

October 24, 2013

Dominic Minore

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-4720

Re:

Cornerstone Total Return Fund, Inc. (the “Fund”)

SEC File Numbers:  333-191119 and 811-02363

Dear Mr. Minore:

On behalf of the Fund, this letter is in response to the comments received on October 23, 2013 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), regarding the Fund’s registration statement on Form N-2 filed on September 12, 2013, as amended by the Pre-Effective Amendment #1, filed on October 18, 2013 (the “Registration Statement”), each filed under the Securities Act of 1933, as amended (“1933 Act”), and the Investment Company Act of 1940, as amended (“1940 Act”).

We have set forth below, in boldface type, the text of each comment, followed by the Fund’s responses.

Prospectus

Pricing Table

1.         Comment:  Provide footnote disclosure that identifies the estimated per share dollar amount of all fees and expenses of the Offering that the Fund’s Stockholders will bear directly or indirectly. In this regard, also provide footnote disclosure of the estimated per share dollar amount of proceeds to the Fund after deduction of such fees and expenses. The calculation of the per share dollar amount should not take into account the Over-Allotment Shares.

Response:  The Fund acknowledges the Staff’s comment and has added the italicized language set forth below in footnotes (2) and (3) to the “Pricing Table”:

Dominic Minore

October 24, 2013

Page 2

(2) Proceeds to the Fund are before deduction of expenses incurred by the Fund in connection with the Offering, such expenses are estimated to be approximately $89,903 or approximately $0.03 per Share, if fully subscribed.  The calculation of the per Share amount does not take into account the Over-Allotment Shares. Funds received prior to the final due date of this Offering will be deposited in a segregated account pending allocation and distribution of Shares.  Interest, if any, on subscription monies will be paid to the Fund regardless of whether Shares are issued by the Fund; interest will not be used as credit toward the purchase of Shares.

(3) Fees and expenses incurred by the Fund in connection with the Offering are estimated to be approximately $89,903 or approximately $0.03 per Share, if fully subscribed. Proceeds to the Fund, after deduction of such fees and expenses incurred by the Fund in connection with the Offering, are estimated to be approximately $20,690,637 or approximately $6.00 per Share, if fully subscribed.  The calculation of the per Share amounts indicated above do not take into account the Over-Allotment Shares.

The Offering

2.         Comment:  Delete the word “may” where it is first used in the last bullet point of this section.

Response:  The Fund acknowledges the Staff’s comment and has revised the following language to “The Offering” section to read as follows:

Use of proceeds from the 2012 Offering, the 2011 Offering, and the 2010 Offering (collectively, the “Prior Rights Offerings”) have been, and the use of proceeds from the current Offering and any future rights offerings, may be used to maintain the Fund’s Distribution Policy (as defined below) by providing funding for future distributions, which may constitute a return of its Stockholders’ capital.

Purpose of The Offering

3.         Comment:  Add the following language at the end of the last bullet, “and Shares continue to trade at a premium to net asset value”.

Dominic Minore

October 24, 2013

Page 3

Response: The Fund acknowledges the Staff’s comment and has added the italicized language set forth below in the last bullet of the “Purpose of the Offering” section:

The Offering is expected to be anti-dilutive to all Stockholders, including those electing not to participate notwithstanding, the fact that all the costs of the Offering will be borne by the Stockholders whether or not they exercise their Rights, because the Offering price is set at a premium to NAV and the estimated expenses incurred for the Offering will be more than offset by the increase in the net assets of the Fund such that non-participating Stockholders will receive an increase in their net asset value, so long as the number of Shares issued to participating Stockholders is not materially less than a full exercise of the Basic Subscription amount.

Managed Distribution Risk

4.         Comment: Include in the disclosure that the portion of distribution that does not constitute a return of capital is taxable to Stockholders in the year the distribution is declared.

Response:  The Fund acknowledges the Staff’s comment and has added the following language set forth below in the “Managed Distribution Risk” section:

For the taxable Stockholders, the portion of distribution that constitutes ordinary income and/or capital gains is taxable to such Stockholders in the year the distribution is declared.

5.         Comment: Add the bracketed language to the following sentence: The Stockholders would reduce their basis in the Shares by the amount of the distribution [and therefore may result in an increase in the amount of any taxable gain on a subsequent disposition of such Shares, even if such Shares are sold at a loss to the Stockholder’s original investment amount].

Response:  The Fund acknowledges the Staff’s comment and has added the italicized language set forth below in the “Managed Distribution Risk” section:

The Stockholders would reduce their basis in the Shares by the amount of the distribution and therefore may result in an increase in the amount of any taxable gain on a subsequent disposition of such Shares, even if such Shares are sold at a loss to the Stockholder’s original investment amount.

Dominic Minore

October 24, 2013

Page 4

Managed Distribution Policy

6.         Add the following language to the end of the paragraph that begins with “On August 9, 2013,...”:  “but will represent in large part[/substantially all] a return of Stockholders’ capital invested in the Fund.”

Response:  The Fund acknowledges the Staff’s comment and has added the italicized language set forth below in the “Managed Distribution Policy” section:

On August 9, 2013, the Board of Directors of the Fund announced that the distribution percentage for the calendar year 2014 is to remain at 21%, which will be applied to the net asset value of the Fund as of the end of October 2013 to determine the distribution amounts for calendar year 2014. The distribution percentage is not a function of, nor is it related to, the investment return on the Fund’s portfolio but the 2014 distributions based on the distribution percentage are expected to consist principally or entirely of a return of Stockholders’ capital invested in the Fund.

Summary of Fund Expenses

7.         Comment: Change lead-in so that it reads as follows: “The following table shows Fund expenses that you as an investor in the Fund’s Shares will bear directly or indirectly.” Also, include under “Stockholder Transaction Expenses” a line item for “Offering expenses”. Further, in the Example, change the amount in Year 1 to account for Offering expenses. Last, the per share calculations should not take into account the Over-Allotment Shares.

Response:  The Fund acknowledges the Staff’s comment and has revised the Summary of Fund Expenses to read as follows:

SUMMARY OF FUND EXPENSES

The following table shows Fund expenses that you as an investor in the Fund’s Shares will bear directly or indirectly.

Dominic Minore

October 24, 2013

Page 5

Stockholder Transaction Expenses

Sales load

None

Offering expenses borne by the Fund (1)

0.65%

Distribution Reinvestment Plan fees

None

Annual Expenses (as a percentage of net assets attributable to the Shares)

Management fees

1.00%

Other expenses(2)

0.52%

Acquired Fund fees and expenses(3)

0.32%

Total Annual Expenses

1.84%

Example(4)

The following example illustrates the hypothetical expenses (including estimated expenses of this Offering of $6.00) that you would pay on a $1,000 investment in the Shares, assuming (i) annual expenses of 1.84% of net assets attributable to the Shares and (ii) a 5% annual return:

1 Year

3 Years

5 Years

10 Years

You would pay the following expenses on a

$1,000 investment, assuming a 5% annual return

$25

$65

$106

$223

(1)

Assuming the Fund will have 13,784,769 Shares outstanding if fully subscribed and Offering expenses to be paid by the Fund are estimated to be $89,903 or approximately $0.03 per Share.

(2)

“Other Expenses” are based upon gross estimated amounts for the current fiscal year and include, among other expenses, administration and fund accounting fees. The Fund has no current intention to borrow money for investment purposes and has adopted a fundamental policy against selling securities short.

(3)

The Fund invests in other closed-end investment companies and ETFs (collectively, the “Acquired Funds”). The Fund’s stockholders indirectly bear a pro rata portion of the fees and expenses of the Acquired Funds in which the Fund invests. Acquired Fund fees and expenses are based on estimated amounts for the current fiscal year.

(4)

The example assumes that the estimated “Other Expenses” set forth in the Annual Expenses table remain the same each year and that all dividends and distributions are reinvested at net asset value. Actual expenses may be greater or less than those assumed. The example further assumes that the Fund uses no leverage, as currently intended. Moreover, the Fund’s actual rate of return will vary and may be greater or less than the hypothetical 5% annual return.

Dominic Minore

October 24, 2013

Page 6

What are the risks of the MDP?

8.         Comment: In the penultimate paragraph of this section replace the word “DIVIDEND” with “DISTRIBUTION” in reference to “RULE 19a-1 NOTICE ACCOMPANYING DIVIDEND PAYMENT.”Also, in the response letter, the Fund should indicate that in such notice, the caption will read “RULE 19a-1 NOTICE ACCOMPANYING DISTRIBUTION PAYMENT.”

Response: The Fund acknowledges the Staff’s comment and has made such replacement and the Fund will indicate in the caption of such notice reference to “RULE 19a-1 NOTICE ACCOMPANYING DISTRIBUTION PAYMENT.”

9.         Comment: Whenever a comment is made in one location, it is considered applicable to all similar disclosure appearing elsewhere in the registration statement.

Response: The Fund acknowledges the Staff’s comment.

10.       Comment: Response to this letter should be in the form of SEC correspondence.

Response: The Fund acknowledges the Staff’s comment.

Should you have any questions or comments regarding the above, please contact me at (212) 885-5360.

Sincerely

/s/ F. Humera Ahmed

F. Humera Ahmed

1Rupert, Kevin C.
From: Schwartz, Geoffrey <SCHWARTZ-G@Blankrome.com>
Sent: Monday, November 19, 2012 9:40 AM
To: Rupert, Kevin C.
Subject: Cornerstone - effectiveness
Mr. Rupert,
Pre‐effective amendment  #2, with the new power of attorney attached as an exhibit, was filed on Friday.  Please let me
know if there is anything else you need and whether effectiveness  will be granted today.
Thank you,
Geoff

Geoffrey D. Schwartz | Blank Rome LLP
One Logan Square 130 North 18th Street | Philadelphia, PA 19103-6998
Phone: 215.569.5734 | Fax: 215.832.5734 | Email: Schwartz-G@BlankRome.com

********************************************************************************************************   This message and any attachments may contain confidentia l or privileged information and are only for the use
of the intended recipien t of this message. If you are not the intended recipient, please notify the sender by return
email, and delete or destroy this and all copies of  this message and all attachments. Any unauthorized
disclosure, use, distribution, or repr oduction of this message or any at tachments is prohibited and may be
unlawful.   ********************************************************************************************************   Any Federal tax advice contained herein is not intended or  written to be used, and cannot be used by you or any
other person, for the purpose of avoidi ng any penalties that may be imposed by the Internal Revenue Code. This
disclosure is made in accordance w ith the rules of Treasury Department Circular 230 governing standards of
practice before the Internal Revenue Se rvice. Any written statement containe d herein relating to  any Federal tax
transaction or matter may not be used by any person w ithout the express prior written permission in each
instance of a partner of this firm to support the promotion or marketing of or to recommend any Federal tax
transaction(s) or matter( s) addressed herein.
 ********************************************************************************************************

CORRESP
1
filename1.htm

    fp0005851_corresp.htm

Phone:

215-569-5734

Fax:

215-832-5734

Email:

schwartz-g@blankrome.com

November 16, 2012

BY EDGAR

Kevin C. Rupert

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-4720

Re:        Cornerstone Total Return Fund, Inc. (the “Fund”)

SEC File Numbers:  333-184454 and 811-02363

Dear Mr. Rupert:

On behalf of the Fund, and pursuant to Rule 461 under the Securities Act of 1933, as amended, we hereby request that the effective date of the Fund’s registration statement on Form N-2 filed on October 17, 2012 and amended on November 15, 2012 (the “Registration Statement”) be accelerated so that the Registration Statement will become effective on the date hereof (the “Effective Date”), or as soon thereafter as practicable.

Our client has selected the Effective Date to provide the Fund sufficient time to commence and conclude the offering during its current fiscal year and within the conditions of its exemptive relief related to its managed distribution plan, as well as within the requirements of the NYSE MKT.

In connection with the foregoing acceleration request, the Fund hereby acknowledges that:

●           Should the Commission or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

One Logan Square  18th and Cherry Streets  Philadelphia, PA  19103-6998

www.BlankRome.com

Delaware   ·   Florida   ·   Maryland   ·   New Jersey   ·   New York   ·   Ohio   ·   Pennsylvania   ·   Washington, DC

Kevin C. Rupert

November 16, 2012

Page 2

●           The action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Fund from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

●           The Fund may not assert the action of the Commission or its staff in declaring the Registration Statement effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions or comments regarding the above, please phone me at (215) 569-5734.  Thank you for your continued assistance.

Very truly yours,

/s/ Geoffrey D. Schwartz

Geoffrey D. Schwartz

1Rupert, Kevin C.
From: Schwartz, Geoffrey <SCHWARTZ-G@Blankrome.com>
Sent: Friday, November 16, 2012 10:24 AM
To: Rupert, Kevin C.
Subject: CLM/CRF
Attachments: Cornerstone Total Return Fund (PROSP ECTUS - BLACKLINE).DOC; Cornerstone
Strategic Value Fund (PRO SPECTUS - BLACKLINE).DOC
Mr. Rupert,
Attached are blacklines show ing the changes in the CLM/CRF prospectuses, which were
filed yesterday. (There were no changes to the SAI.)  The Funds kindly request to go
effective as soon as possible and would greatl y appreciate your efforts in this regard.
Please let me know if you need anything else. Thank you, Geoff
Geoffrey D. Schwartz | Blank Rome LLP
One Logan Square 130 North 18th St reet | Philadelphia, PA 19103-6998
Phone: 215.569.5734 | Fax: 215.832.5734 | Email: Schwartz-
G@BlankRome.com<mailto:S chwartz-G@BlankRome.com >

  **************************************** ******************************
**********************************  This message and any attachments may contai n confidential or pr ivileged information
and are only for the use of the intended re cipient of this message. If you are not the
intended recipient, please notify the sender by return email, and delete or destroy this
and all copies of this message and all atta chments. Any unauthorized disclosure, use,
distribution, or reproduction of this message  or any attachments is prohibited and may
be unlawful.
 **************************************** ******************************
**********************************  Any Federal tax advice contained herein is not intended or written to be used, and
cannot be used by you or any other person, for the purpose of avoiding any penalties
that may be imposed by the Internal Revenue Code. This disclosure is made in accordance with the rules of Treasury Depa rtment Circular 230 governing standards of
practice before the Internal Revenue Servi ce. Any written statement contained herein
relating to any Federal tax transaction or ma tter may not be used by any person without

the express prior written permission in each in stance of a partner of this firm to support
the promotion or marketing of or to reco mmend any Federal tax transaction(s) or
matter(s) addressed herein.

2**************************************** ******************************
**********************************

900200.00001/12254335v.1 398394  Cornerstone Total Return Fund, Inc.
[___] 6,740,190 Rights for [___] 2,246,730 Shares of Common Stock
_________________________
Cornerstone Total Return Fund, Inc. (the “Fund”) is issuing non-transferable rights (“Rights”) to its holders of record of
shares of common stock (“Common Stock”) (such holders hereinafter referred to as “Stockholders” and the shares of Common Stock,
the “Shares”).  These Rights will allow Stockholders to subscrib e for new Shares.  For every three (3) Rights a Stockholder rec eives,
such Stockholder will be entitled to buy one (1) new Share.  Each Stockholder will receive one Right for each outstanding Share  it
owns on [___] November 26 , 2012 (the “Record Date”).  Fractional Shares will not be issued upon the exercise of the Rights.
Accordingly, the number of Rights to be issued to a Stockholder on the Record Date will be rounded up to the nearest whole numb er
of Rights evenly divisible by three. Stockholders on the Record Date may purchase Shares not acquired by other Stockholders in this
Rights offering (the “Offering”), subject to certain limitations discussed in this Prospectus.  Additionally, if there are not enough
unsubscribed Shares to honor all over-subscription requests, the F und may, in its sole discretion, issue additional Shares up t o 100% of
the Shares available in the Offeri ng to honor over-subscription requests.  See “The Offering” below.
The Rights are non-transferable, and may not be purchased or sold. Rights will expire without residual value at the Expiration
Date (defined below). The Rights will not be listed for trading on the NYSE MKT LLC (“NYSE MK T”), and there will not be any
market for trading Rights.  The Shares to be issued pursuant to  the Offering will be listed for trading on the NYSE MKT, subjec t to
the NYSE MKT being officially notified of the issuance of those Shares.  On [___] November 9 , 2012, the last reported net asset value
(“NAV”) per Share was $ [___] 5.08 and the last reported sales price per Share on the NYSE MKT was $ [___] 6.05, which represents a
[___] 19.09 % premium to the Fund’s NAV per Share.  The subscription price per Share (the “S ubscription Price”) will be the greater
of (i) 107% of NAV per Share as calculated at the close of trading on the date of expiration of the Offering and (ii) 90% of th e market
price per Share at such time.  The consider able number of shares that may be issued  as a result of the Offering may cause the p remium
above NAV at which the Fund ’s shares are currently trading to  decline, especially if stockho lders exercising the Rights attempt  to sell
sizeable numbers of shares imme diately after such issuance.
STOCKHOLDERS WHO CHOOSE TO EXERCISE THEIR RIGHTS WILL NOT KNOW THE SUBSCRIPTION
PRICE PER SHARE AT THE TIME THEY EXERCISE  SUCH  RIGHTS BECAUSE THE OFFERING WILL EXPIRE (i.e.,
CLOSE)  PRIOR TO THE AVAILABILITY OF THE FUND’S NAV AND OT HER RELEVANT MARKET
INFORMATION ON THE EXPIRATION DATE.  ONCE A STOCKHOLDER SUBSCRIBES FOR SHARES AND THE FUND RECEIVES PAYMENT, SUCH  STOCKHOLDER WILL NOT BE ABLE TO CHANGE HIS, HER OR ITS
DECISION.  THE OFFERING WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [___] DECEMBER 21 , 2012
(THE “EXPIRATION DATE”), UNLESS EXTENDED, AS DISCUSSED IN THIS PROSPECTUS.
The Fund is a diversified, closed-end management investment company.  The Fund’s investment objective is capital
appreciation with current income as a secondary objective.  The Fund seeks to ac hieve its objectives by investing primarily in U.S. and
non-U.S. companies.  There can be no assuran ce that the Fund’s objectives will be achieved.
For more information, please call AST Fund Solutions, LLC (the “Information Agent”) toll free at (800) 581-4001.

Investing in the Fund involves risks. See “Ris k Factors” on page 30 of this prospectus.
 Estimated Subscription
Price(1) Estimated Sales Load Estimated Proceeds to the
Fund(2)
Per Share $[___] $5.45 None $[___] $5.45
Total $[___] $12,244,678.50 None $[___] $12,244,678.50
____________________________
(1) Because the Subscription Price w ill not be determined until after printing and dist ribution of this prosp ectus, the “Estimated
Subscription Price” above is an estimate of  the subscription price based on the Fund’s  per-Share NAV and market price at the
close of trading on [___] November 9 , 2012.  See “The Offering - Subscription Price” and “The Offe ring - Payment for Shares.”
(2) Proceeds to the Fund are before deduction of expenses incurred by the Fund in connection with the Offe ring, estimated to be
approximately $87,000.  Funds r eceived prior to the final due date of this Offe ring will be deposited in a segregated account
pending allocation and distribution of Shares .  Interest, if any, on subscription monies will be paid to the Fund regardless of
whether Shares are issued by the Fund; interest will no t be used as credit toward the purchase of Shares.
Neither the Securities and Ex change Commission nor any stat e securities commission has ap proved or disapproved these
securities or determined if this prospectus is truthful or co mplete. Any representation to the contrary is a criminal offense.
The date of this prospectus is [___] November ___ , 2012.
(continued on following page)

ii
900200.00001/12254335v.1 398394   (continued from previous page)
The Fund’s Shares are listed on the NYSE MKT under the ticker symbol “CRF.”
Investment Adviser.  Cornerstone Advisors, Inc. (the “Adviser”) acts as the Fund’s investment adviser. See “Management of
the Fund.” As of September 30, 2012, the Adviser managed two other closed-end funds with combined assets with the Fund of approximately $249 million.  The Adviser’s address is 1075 Hend ersonville Road, Suite 250, Asheville, North Carolina, 28803.
This prospectus sets forth concisely the information about the Fund that you should know before deciding whether to invest
in the Fund. A Statement of Additional Information, dated [___] November ___ , 2012 (the “Statement of Additional Information”),
and other materials, containing additional information about the Fund, have been filed with the Securities and Exchange Commiss ion
(the “SEC”). The Statement of Additional Information is incorporat ed by reference in its entirety into this prospectus, which m eans it
is considered to be part of this prospectus. You may request a free copy of the Statement of Additional Information, the table of
contents of which is on page 49 of this prospectus, and other information filed with the SEC, by calling collect (513) 326-3597  or by
writing to the Fund c/o Ultimus Fund Solutions, LLC, 350 Jericho Turnpike, Suite 206, Jericho, NY 11753.  The Fund files annual  and
semi-annual stockholder reports, proxy statements and other information with the SEC.  The Fund does not have an internet websi te.
You can obtain this information or the Fund’s Statement of Add itional Information or any information regarding the Fund filed w ith
the SEC from the SEC’s web site ( http://www.sec.gov ).
The Fund’s Shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other
insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve  Board
or any governmental agency.

iii
900200.00001/12254335v.1 398394  You should rely only on the info rmation contained or incorporated by reference in this prospectus.
We have not authorized anyone to provide you with di fferent information. We are no t making an offer to sell
these securities in any jurisdiction where the offer or sa le is not permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus. The Fund  will amend this prospectus if, during
the period this prospectus is required to be delivered, th ere are any material changes to  the facts stated in this
prospectus subsequent to the date of this prospectus.
TABLE OF CONTENTS
SUMMARY ....................................................................................................................... ........................................... 1
SUMMARY OF FUND EXPENSES ...................................................................................................... .................... 12
THE F UND ...................................................................................................................... ........................................... 12
THE OFFERING .................................................................................................................. ....................................... 12
FINANCIAL HIGHLIGHTS .......................................................................................................... ............................. 21
USE OF PROCEEDS ............................................................................................................... ................................... 23
INVESTMENT OBJECTIVES AND POLICIES ............................................................................................ ........... 23
RISK FACTORS .................................................................................................................. ....................................... 30
LISTING OF SHARES ............................................................................................................. .................................. 34
MANAGEMENT OF  THE FUND ........................................................................................................ ...................... 35
DETERMINATION OF NE T ASSET VALUE .............................................................................................. ............ 37
DISTRIBUTION POLICY ........................................................................................................... ............................... 38
DIVIDEND DISTRIBUTION REINVESTMENT PLAN ........................................ Error! Bookmark not defined.
FEDERAL INCOME  TAX MATTERS .................................................................................................... .................. 43
DESCRIPTION OF CAPITAL STRUCTURE .............................................................................................. ............. 46
LEGAL MATTERS ................................................................................................................. ................................... 48
REPORTS TO STOCKHOLDERS ....................................................................................................... ...................... 48
INDEPENDENT REGISTERED PU BLIC ACCOUNTING FIRM ........................................................................... 48
ADDITIONAL INFORMATION ........................................................................................................ ....................... 48
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION......................................... 49
THE FUND’S PRIVACY POLICY ..................................................................................................... ....................... 50

900200.00001/12254335v.1 398394  SUMMARY
This summary does not contain all of the information that you should consider before investing in the Fund.
You should review the more detailed information contained or incorporated by reference in this prospectus and in
the Statement of Additional Information, particularly th e information set forth under the heading “Risk Factors.”
The Fund Cornerstone Total Return Fund, Inc. is a diversified, closed-end
management investment company.  It was incorporated in New
York on March 16, 1973 and commenced investment operations
on May 15, 1973. The Fund’s Shares are traded on the NYSE MKT under the ticker symbol “CRF.” As of September
30November 9 , 2012, the Fund had 6,7 2740,41690 Shares issued
and outstanding.
The Offering The Fund is offering non-transferable rights (“Rights”) to its
Stockholders as of the close of business on [___] November 26 ,
2012.  These Rights will allow Stockholders to subscribe for an
aggregate of [___] 2,246,730 Shares.  For every three (3) Rights a
Stockholder receives, such Stockholder will be entitled to buy one
(1) new Share at a subscription pr ice equal to the greater of (i)
107% of NAV of the Shares as calculated on the Expiration Date
and (ii) 90% of the market price at the close of trading on such
date.  Each Stockholder w ill receive one Right for each
outstanding Share he or she owns on the Record Date (the “Basic
Subscription”).  Fractional Shares will not be issued upon the
exercise of the Rights.  Accordingly, the number of Rights to be issued to a Stockholder as of the Record Date will be rounded up
to the nearest whole number of Ri ghts evenly divisible by three.
Stockholders as of the Record Date may purchase Shares not acquired by other Stockholders in this Rights offering (the
“Offering”), subject to certain limitations discussed in this
prospectus.  Additionally, if there are not enough unsubscribed Shares to honor all over-subscription requests, the Fund may, in
its discretion, issue additional Shares up to 100% of the Shares
available in the Offering to honor over-subscription requests.
Shares 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 distribution with respect to the shares issued pursuant
to such exercise.
The Fund previously conducted a rights offering that expired on
December 16, 2011 (the “2011 O

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.
2

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.
3

*** ** *
Should you have any questions regarding this letter, please contact
me at (202) 551-6966.
Sincerely,
q(~e,c4
) Kevin C. RupertAccountant
4

1Rupert, Kevin C.
From: Schwartz, Geoffrey <SCHWARTZ-G@Blankrome.com>
Sent: Wednesday, October 17, 2012 11:11 AM
To: Rupert, Kevin C.
Subject: Cornerstone Funds - Rights Offerings
Attachments: CLM (PROSPECTUS - COMPARED TO CFP 2012 RIGHTS OFFERING).DOC; CLM (SAI -
COMPARED TO 2012 CFP RIGHTS OFFERING). DOC; CLM (PROSPECTUS - COMPARED
TO 2011 RIGHTS OFFERING).DOC; CLM (SAI - COMPARED TO 2011 RIGHTS
OFFERING).DOC; CRF (PROSPECTUS - COMPARED TO CFP 2012 RIGHTS OFFERING).DOC; CRF (SAI - COMPARED TO 2012 CFP RIGHTS OFFERING).DOC; CRF
(PROSPECTUS - COMPARED TO 2011 RIGHTS O FFERING).DOC; CRF (SAI - COMPARED
TO 2011 RIGHTS OFFERING).DOC
Mr. Rupert,
 As discussed,  attached are the following  blacklines:

Cornerstone  Strategic Value Fund, Inc. (CLM)

1)      Prospectus  – compared  to the Cornerstone  Progressive  Return Fund (CFP) rights offering in May 2012
2)      SAI – compared  to the CFP rights offering in May 2012
3)      Prospectus  – compared  to the CLM rights offering in Nov 2011
4)      SAI – compared  to the CLM rights offering in Nov 2011
  Cornerstone  Total Return Fund, Inc. (CRF)

1)      Prospectus  – compared  to the CFP rights offering in May 2012
2)      SAI – compared  to the CFP rights offering in May 2012
3)      Prospectus  – compared  to the CRF rights offering in Nov 2011
4)      SAI – compared  to the CRF rights offering in Nov 2011

Please let me know if you have any questions  or require anything further.
  Thank you,
 Geoff

Geoffrey D. Schwartz | Blank Rome LLP
One Logan Square 130 North 18th Street | Philadelphia, PA 19103-6998
Phone: 215.569.5734 | Fax: 215.832.5734 | Email: Schwartz-G@BlankRome.com

 ********************************************************************************************************   This message and any attachments may contain confidentia l or privileged information and are only for the use
of the intended recipien t of this message. If you are not the intended recipient, please notify the sender by return
email, and delete or destroy this and all copies of  this message and all attachments. Any unauthorized
disclosure, use, distribution, or repr oduction of this message or any at tachments is prohibited and may be

2unlawful.
 ********************************************************************************************************   Any Federal tax advice contained herein is not intended or  written to be used, and cannot be used by you or any
other person, for the purpose of avoidi ng any penalties that may be imposed by the Internal Revenue Code. This
disclosure is made in accordance w ith the rules of Treasury Department Circular 230 governing standards of
practice before the Internal Revenue Se rvice. Any written statement containe d herein relating to  any Federal tax
transaction or matter may not be used by any person w ithout the express prior written permission in each
instance of a partner of this firm to support the promotion or marketing of or to recommend any Federal tax
transaction(s) or matter( s) addressed herein.
 ********************************************************************************************************

900200.00001/12246331v.1 228502101  Cornerstone Progressive Return Fund 15,776,109 Strategic Value Fund,
Inc.
[___] Rights for 5,258,703 [___] Shares of Beneficial Interest Common Stock
_________________________
Cornerstone Progressive Return Strategic Value Fund  , Inc. (the “Fund”) is issuing non-transferable rights (“Rights”) to its
holders of record of shares of beneficial interest (“Shares”) of common stock (“Common Stock”) (such holders herein defined as
“Shareholders”).  hereinafter referred to as “Stockholders”, and th e shares of Common Stock, the “Shares”).  These Rights
will allow Shareholders Stockholders to subscribe for new Shares. For every three (3) Rights a Shareholder Stockholder receives,
such Shareholder Stockholder will be entitled to buy one (1) new Share.  Each Shareholder Stockholder will receive one Right for
each outstanding Share it owns on May 22 [___] , 2012 (the “Record Date”).  Fractional Shar es will not be issued upon the exercise of
the Rights.  Accordingly, the number of Rights to be issued to a Shareholder Stockholder on the Record Date will be rounded up to
the nearest whole number of Rights evenly divisible by three. Shareholders Stockholders on the Record Date may purchase Shares
not acquired by other Shareholders Stockholders in this Rights offering (the “Offering”), su bject to certain limitations discussed in
this pProspectus.  Additionally, if there are not enough unsubscribed Sh ares to honor all over-subscription requests, the Fund may, in
its sole discretion, issue additional Shares up to 100% of the Shares available in the Offering to honor over -subscription requests.  See
“The Offering” below.
The Rights are non-transferable, and may not be purchased or sold. Rights will expire without residual value at the Expiration
Date (defined below). The Rights will not be listed for trading on the NYSE MKT  LLC (“NYSE MKT”) , and there will not be any
market for trading Rights.  The Shares to be issued pursuan t to the Offering will be listed for trading on the NYSE MKT  LLC
(“NYSE MKT”) , subject to the NYSE MKT being officially notified of the issuance of those Shares.  On May 4 [___] , 2012, the last
reported net asset value (“NAV”) per Share was $ 5.09 [___] and the last reported sales price per Share on the NYSE MKT was
$7.01[___] , which represents a 37.72 [___] % premium to the Fund’s NAV per Share.  The subscription price per Share (the
“Subscription Price”) will be the greater of (i) 107% of NAV per Share as calcula ted at the close of trading on the date of exp iration of
the Offering and (ii) 90% of the market price per Share at such ti me.  The considerable number of Shares shares that may be issued as
a result of the Offering may cause the premium above NAV at which the Fund’s Shares shares are currently trad ing to decline,
especially if Shareholders stockholders exercising the Rights attempt to sell sizeable numbers of Shares shares immediately after
such issuance.
SHAREHOLDERS STOCKHOLDERS WHO CHOOSE TO EXERCISE THEIR RIGHTS WILL NOT KNOW THE
SUBSCRIPTION PRICE PER SHARE AT  THE TIME THEY EXERCISE  SU CH RIGHTS BECAUSE THE OFFERING
WILL EXPIRE ( Ii.Ee., CLOSE)  PRIOR TO THE AVAILABILITY  OF THE FUND’S NAV AND OTHER RELEVANT
MARKET INFORMATION ON THE EXPIRATION DATE.  ONCE A SHAREHOLDER STOCKHOLDER SUBSCRIBES
FOR SHARES AND THE FUND RECEIVES PAYMENT, SUCH SHAREHOLDER STOCKHOLDER WILL NOT BE
ABLE TO CHANGE HIS, HER OR ITS DECISION.  THE O FFERING WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON JUNE 22 [___] , 2012 (THE “EXPIRATION DATE”), UNLESS EXTENDED  BY THE FUND , AS DISCUSSED IN
THIS PROSPECTUS .
The Fund is a diversified, closed-end management investment company. The Fund’s investment objective is to provide total
return.  The Fund pursues its investment objective seek long-term capital appreciation through investing primarily in the equity
securities of U.S. and non-U.S. companies.  There can be no assurance that the Fund’s objective will be achieved.
For more information, please call AST Fund Solutions, LLC (the “Information Agent”) toll free at (800) 581-4001.

Investing in the Fund involves risks. See “Risk Factors” on page 36 29 of this prospectus.
 Estimated Subscription
Price(1) Estimated Sales Load Estimated Proceeds
to the Fund(2)
Per Share $6.31 $[___]  None $6.31 $[___]
Total $33,182,415.93 $[___] None $33,182,415.93 $[___]
____________________________
(1) Because the Subscription Price w ill not be determined until after printing and dist ribution of this prosp ectus, the “Estimated
Subscription Price” above is an es timate of the  subscription pri ce based on the Fund’s per-Share  NAV and market price at the
close of trading on May 4 [___] , 2012.  See “The Offering - Subscription Pri ce” and “The Offering - Payment for Shares.”
(2) Proceeds to the Fund are before deduction of expenses incurred by the Fund in connection with the Offering, estimated to be
approximately $ 89,000 109,000 .  Funds received prior to the final due date of this Offering will be de posited in a segregated
account pending allocation and dist ribution of Shares.  Interest, if any, on s ubscription monies will be paid to the Fund
regardless of whether Shares are issued by the Fund; interest  will not be used as credit toward the purchase of Shares.

900200.00001/12246331v.1 228502101  Neither the Securities and Ex change Commission nor any stat e securities commission has ap proved or disapproved these
securities or determined if this prospectus is truthful or co mplete. Any representation to the contrary is a criminal offense.
The date of this prospectus is May 24 [___] , 2012.
(continued on following page)

ii | P a g e

900200.00001/12246331v.1
ii
900200.00001/12246331v.1   (continued from previous page)
The Fund’s Shares are listed on the NYSE MKT under the ticker symbol “C FPLM.”
Investment Adviser.  Cornerstone Advisors, Inc. (the “Adviser”) acts as the Fund’s investment adviser. See “Management of
the Fund.”  As of March September 310, 2012, the Adviser managed two other closed-end funds with combined assets with the Fund
of $213,924,552 approximately $249 million .  The Adviser’s address is 1075 Hendersonville Road, Suite 250, Asheville, North
Carolina, 28803.
This prospectus sets forth concisely the information about the Fund that you should know before deciding whether to invest
in the Fund.  A Statement of Additional Information, dated May 24 [___] , 2012 (the “Statement of Additional Information”), and other
materials, containing additional information about the Fund, have  been filed with the Securitie s and Exchange Commission (the
“SEC”). The Statement of Additional Information is incorporated by reference in its entirety into this prospectus, which means it is
considered to be part of this prospectus. You may request a free copy of the Statement of Additional Information, the table of contents
of which is on page 54 49 of this prospectus, and other information filed with th e SEC, by calling collect (513) 326-3597 or by writing
to the Fund c/o Ultimus Fund Solutions, LLC, 350 Jericho Turnpike , Suite 206, Jericho, NY 11753.  The Fund files annual and sem i-
annual shareholder stockholder reports, proxy statements and other information with the SEC. The Fund does not have an Iinternet
website.  You can obtain this information or the Fund’s Statement of Additional Information or any information regarding the Fu nd
filed with the SEC from the SEC’s web site ( http://www.sec.gov ).
The Fund’s Shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other
insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve  Board
or any governmental agency.

iii
900200.00001/12246331v.1 228502101  You should rely only on the info rmation contained or incorporated by reference in this prospectus.
We have not authorized anyone to provide you with di fferent information. We are no t making an offer to sell
these securities in any jurisdiction where the offer or sa le is not permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus. The Fund  will amend this prospectus if, during
the period this prospectus is required to be delivered, th ere are any material changes to  the facts stated in this
prospectus subsequent to the date of this prospectus.
TABLE OF CONTENTS
SUMMARY ....................................................................................................................... ......................................... 41
SUMMARY OF FUND EXPENSES ...................................................................................................... ................ 1616
THE FUND  .............................................................................................................................. ................................... 16
THE FUND16THE OFFERING ...................................................................................................................... ...... 1616
FINANCIAL HIGHLIGHTS .......................................................................................................... ......................... 2526
USE OF PROCEEDS ............................................................................................................... ............................... 2629
INVESTMENT OBJECTIVE S AND POLICIES ................................................................................................... 2629
RISK FACTORS .................................................................................................................. ................................... 3640
LISTING OF SHARES ............................................................................................................. .............................. 4147
MANAGEMENT OF  THE FUND ........................................................................................................ .................. 4148
DETERMINATION OF NE T ASSET VALUE .............................................................................................. ........ 4351
DISTRIBUTION POLICY ........................................................................................................... ........................... 4352
DIVIDEND REINVESTMENT PLAN .................................................................................................... ............... 4556
FEDERAL INCOME  TAX MATTERS .................................................................................................... .............. 4758
DESCRIPTION OF CAPITAL STRUCTURE .............................................................................................. ......... 5062
LEGAL MATTERS ................................................................................................................. ............................... 5365
REPORTS TO S HAREH TOLDERS53 CKHOLDERS  ........................................................................................... 66
INDEPENDENT REGISTERED PU BLIC ACCOUNT ING FIRM ....................................................................... 5366
ADDITIONAL INFORMATION ........................................................................................................ ................... 5366
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..................................... 5467
THE FUND’S PRIVACY POLICY ..................................................................................................... ................... 5568

900200.00001/12246331v.1  SUMMARY
This summary does not contain all of the information that you should consider before investing in the Fund.
You should review the more detailed information contained or incorporated by reference in this prospectus and in
the Statement of Additional Information, particularly th e information set forth under the heading “Risk Factors.”
The Fund Cornerstone Progressive Return Strategic Value Fund  , Inc. is a
diversified, closed-end management investment company.  The
Fund is an unincorporated statutory trust established under
the laws of the State of De laware upon the filing of a
Certificate of Trust with the S ecretary of State of the State of
Delaware on April 26 It was incorporated in Maryland  on
May 1 , 2007.  The Fund 1987 and commenced investment
operations on September 10 June 30 , 2007 1987 . The
Fund’s shares of beneficial interest (“  Shares ”)  of Common
Stock are traded on the NYSE MK T under the ticker symbol
“CFPLM” .  ” As of May 4 September 30 , 2012, the Fund had
154,77644,1094 Shares issued and outstanding.
The Offering The Fund is offering non-transferable rights (“Rights”) to its
Shareholders Stockholders as of the close of business on May
22[___] , 2012.  These Rights will

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

 ********************************************************************************************************   This message and any attachments may contain confidentia l or privileged information and are only for the use
of the intended recipien t of this message. If you are not the intended recipient, please notify the sender by return
email, and delete or destroy this and all copies of  this message and all attachments. Any unauthorized
disclosure, use, distribution, or repr oduction of this message or any at tachments is prohibited and may be
unlawful.   ********************************************************************************************************

Any Federal tax advice contained herein is not intended or  written to be used, and cannot be used by you or any
other person, for the purpose of avoidi ng any penalties that may be imposed by the Internal Revenue Code. This
disclosure is made in accordance w ith the rules of Treasury Department Circular 230 governing standards of
practice before the Internal Revenue Se rvice. Any written statement containe d herein relating to  any Federal tax
transaction or matter may not be used by any person w ithout the express prior written permission in each
instance of a partner of this firm to support the promotion or marketing of or to recommend any Federal tax
transaction(s) or matter( s) addressed herein.
 ********************************************************************************************************

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.

CORRESP
1
filename1.htm

    fp0003765_corresp.htm

Phone:

215-569-5530

Fax:

215-832-5530

Email:

stokes@blankrome.com

November 17, 2011

BY EDGAR

Kevin Rupert

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-4720

Re:

Cornerstone Total Return Fund, Inc. (the “Fund”)

SEC File Numbers:  333-175187 and 811-02363

Dear Mr. Rupert:

On behalf of the Fund, and pursuant to Rule 461 under the Securities Act of 1933, as amended, we hereby request that the effective date of the Fund’s registration statement on Form N-2 filed on June 28, 2011 and amended on November 14, 2011 (the “Registration Statement) be accelerated so that the Registration Statement will become effective on Friday, November 18, 2011 (the “Effective Date”), or as soon thereafter as practicable.

Our client has selected the Effective Date to provide the Fund sufficient time to commence and conclude the offering during its current fiscal year and within the conditions of its exemptive relief related to its managed distribution plan, as well as within the requirements of the NYSE Amex.

In connection with the foregoing acceleration request, the Fund acknowledges that:

●           Should the Commission or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

●           The action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Fund from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement; and

One Logan Square  18th and Cherry Streets  Philadelphia, PA  19103-6998

www.BlankRome.com

Delaware   ·   Florida   ·   Maryland   ·   New Jersey   ·   New York   ·   Ohio   ·   Pennsylvania   ·   Washington, DC

Kevin Rupert

November 17, 2011

Page 2

●           The Fund may not assert the action of the Commission or its staff in declaring the Registration Statement effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions or comments regarding the above, please phone me at (215) 569-5530.  Thank you for your continued assistance.

Very truly yours,

/s/ Mary Stokes

MARY STOKES

1Rupert, Kevin C.
From: Stokes, Mary K. [Stokes@BlankRome.com]
Sent: Friday, August 05, 2011 10:28 AM
To: Rupert, Kevin C.
Subject: Cornerstone
Attachments: CRF CLM SEC Response Letter August 2011.DOC; CRF Redline.DOC
Kevin,
As discussed,  attached is the correspondence  and N‐2/A that we will file on EDGAR after the Funds’ Boards of Directors
meet on August 12, 2011 (and approve revisions to the Funds’ DRIPs, which revisions are marked on the attached
redline of the N‐2/A).  If possible, it would be extremely  helpful to have any additional  comments  and/or feedback on
our responses  that you may have in advance of August 12, so that the Funds will be in a position to move forward on its
intended schedule for this offering and within the conditions  of its exemptive  relief from the Commission  relating to its
managed  distribution  policy.
Thank you,
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

 ********************************************************************************************************   This message and any attachments may contain confidentia l or privileged information and are only for the use
of the intended recipien t of this message. If you are not the intended recipient, please notify the sender by return
email, and delete or destroy this and all copies of  this message and all attachments. Any unauthorized
disclosure, use, distribution, or repr oduction of this message or any at tachments is prohibited and may be
unlawful.   ********************************************************************************************************   Any Federal tax advice contained herein is not intended or  written to be used, and cannot be used by you or any
other person, for the purpose of avoidi ng any penalties that may be imposed by the Internal Revenue Code. This
disclosure is made in accordance w ith the rules of Treasury Department Circular 230 governing standards of
practice before the Internal Revenue Se rvice. Any written statement containe d herein relating to  any Federal tax
transaction or matter may not be used by any person w ithout the express prior written permission in each
instance of a partner of this firm to support the promotion or marketing of or to recommend any Federal tax
transaction(s) or matter( s) addressed herein.
 ********************************************************************************************************

[BLANK ROME LLP LETTERHEAD]

www.BlankRome.com

119678.00100/12114677v.1  Phone: (215) 569-5530
Fax:  (215) 832-5530
Email: stokes@blankrome.com
August 3, 2011

Kevin C. Rupert
Division of Investment Management
Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-4720
Re: Cornerstone Total Return Fund, Inc. (“CRF”)
SEC File Numbers:  333-175187 and 811-2363
 Cornerstone Strategic Value Fund, Inc. (“CLM” and together with CRF, the
“Funds”) SEC File Numbers:  333-175201 and 811-5150
Dear Mr. Rupert:
On behalf of the Funds, this letter is in res ponse to the comments of the staff (the “Staff”)
of the Securities and Exchange Commission (the  “Commission”) provided by letter dated July
20, 2011, regarding each Fund’s registration statemen t (together, the “Registration Statements”)
on Form N-2 filed under the Securities Act of  1933 (“1933 Act”) and the Investment Company
Act of 1940 (“1940 Act”).
Transmitted herewith is a copy of the Pre- Effective Amendment #1 (the “Amendment”)
to the Registration Statements on Form N-2, in cluding exhibits, for filing under the 1933 Act and
the 1940 Act.
We have set forth below, in boldface type, the text of each comment, followed by the
Fund’s responses.
Page 12

1. Comment.   The section captioned “Board Considerations in Approving the
Offering” cites the success of the 2010 rights offering as a factor in approving the current
rights offering.  Please expand the disclosure to  discuss the number of shares issued in the

   Kevin C. Rupert August 3, 2011 Page 2

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119678.00100/12114677v.1
2010 basic rights offering and the number of sha res that were issued, if any, with respect to
the over-allotment shares in  the 2010 rights offering.
Response:  With regard to CRF, the disclosu re regarding the 2010 rights offering has been
revised in each instance to include the following:
Pursuant to the 2010 Offering, wh ich was fully subscribed, the
Fund issued 1,006,384 Shares (46,351 Shares of which were
Over-Allotment Shares)  at a subscription price of $7.23 per
Share, for a total offering of $7,275,425.
With regard to CLM, shares were only issu ed pursuant to Basic Subscription requests and
therefore the disclosure regarding the 2010 rights offering has been revised in each instance to
include the following:
Pursuant to the 2010 Offering, the Fund issued 1,433,827 Shares in
fulfillment of Basic Subscription requests,  at a subscription price
of $8.24 per Share, for a total offering of $11,812,869.

2. Comment.  Disclose that the Board of Directors considered the impact of the
2010 rights offering, if any, on the market price of its stock, and determined it was in the
best interests of shareholders to proceed with the 2011 rights offering while continuing the
managed distribution policy.  If the Board did not consider such information, why was it
not considered?
Response:  The following disclosure has b een added to the “The Offering – Board
Considerations in Approving the Offering”:
The Board considered that, durin g the course of the Fund’s
2010 Offering, the Fund’s market price declined, however the
Board noted that the Fund continued at all times during the
2010 Offering and since the 2010 O ffering’s conclusion to sell
at a premium to NAV, and the market price has approached
the level that it was prior to th e 2010 Offering.  As a result of
these considerations, the Board determined that it was
appropriate and in the best interest of the Fund and its
shareholders to proceed with the proposed 2011 offering, while
continuing with the Fund’s managed distribution policy.

   Kevin C. Rupert August 3, 2011 Page 3

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e          Florida          Maryland          New Jersey          New York          Ohio          Pennsylvania          Washington,

119678.00100/12114677v.1
Statement of Additional Information
Page 1
3. Comment.  Fundamental policy number 11 in the registration statement
appears to be different from  fundamental policy number 12 in the registration statement
reviewed and declared effective by the staf f on October 29, 2010.  It appears that old
fundamental policy number 1 was deleted.  We are unable to locate a proxy filing consistent with any fundament al policy change.  The policy numbers for other fundamental
policies have also changed, but there does not appear to be any other substantive change.
Please confirm there are no other changes and explain to the staff in your response letter
why you believe this change is permissible.
Response:  CRF filed a proxy statement on DEFS14A on December 5, 2001, which sought
shareholder approval of amendments to the Fund ’s fundamental investme nt restrictions, among
other things.  Such amendments were approved by shareholders and su ch amended fundamental
investment restrictions remain in place today.  Th e investment restrictions as set forth in the
registration statement reviewed and declared effective by the Staff on October 29, 2010, were
substantially similar to those a pproved by shareholders at the sp ecial meeting held on December
27, 2001, but not identical and their inclusion was an inadvertent error on our part.  CRF hereby
confirms that the investment restrictions as set forth in the Registration Statement and Pre-
Effective Amendment #1 are correct at this time  and no other substantive changes other than
those stated in Comment #3 above were made pursuant to the DEFS14A.  The Fund
acknowledges that, although the fundamental rest riction with respect to  diversification was
deleted by shareholder action in 2001, the Fund ha s nevertheless continued to comply with the
diversification requirements.  Because the Fund has operated as if it wa s diversified for more
than three years, it intends to continue to do so in the absence of shareholder action to the

1 This fundamental policy states “[t]he Fund shall not:

1. Issue any senior securities (as defined in the I nvestment Company Act of 1940) except insofar as
any borrowing permitted by item 2 below might be considered the issuance of senior securities.”

2 This fundamental policy states “[t]he Fund shall not:

1. With respect to 75% of its total assets, purchase a security, other than securities issued or
guaranteed by the U.S. Government or securities of  other regulated investment companies, if as a
result of such purchase, more than 5% of the value of that Fund’s total assets would be invested in
the securities of any one issuer, or that Fund wo uld own more than 10% of the voting securities of
any one issuer.”

   Kevin C. Rupert August 3, 2011 Page 4

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e          Florida          Maryland          New Jersey          New York          Ohio          Pennsylvania          Washington,

119678.00100/12114677v.1
contrary pursuant to the Commi ssion’s expressed position that a F und operated as diversified for
more than three years may only become non-di versified fund if appr oved by shareholders.
General
4. Comment.  Other than the previously granted exemptive relief with respect
to the Fund’s managed distribution policy, please advise us if you have submitted or expect
to submit an exemptive application or no-action request in connection with your
registration statement.
Response: The Funds hereby confirm that they have not submitted nor do they expect to submit
an exemptive application or no- action request in connection with  the Registration Statements.
5. Comment.  We note that Messrs. Brad shaw and Wilcox each filed a Form 4
on December 23, 2010.  Please inform us whether all of the officers, directors, and beneficial owners of more than 10% of th e Fund’s securities are current with the
ownership reports (Forms 3, 4, and 5) required by  Section 16(a) of the Securities Exchange
Act of 1934.
Response:  To the best of our knowledge, all officers, directors, and beneficial owners of more
than 10% of the Fund’s securiti es are current with the ownership reports required by Section
16(a) of the Securities Exchange Act of 1934.
*    *    *    *    *    *    *    *    *    *
In connection with this response to the St aff’s comments, the Fund, hereby states the
following:
(1) The Fund acknowledges that in connecti on with the comments made by the Staff
regarding the Registration Statement, th e Staff has not passed generally on the
accuracy or adequacy of the disclosure made in the reports;
 (2) The Fund acknowledges that Staff comments or changes to disclosure in response
to Staff comments in the filing review ed by the Staff do not foreclose the
Commission from taking any action w ith respect to the filing; and
 (3) The Fund represents that it will not assert  the Staff’s review process as a defense
in any action by the Commission or any secu rities-related litigation against the
Fund.

   Kevin C. Rupert August 3, 2011 Page 5

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e          Florida          Maryland          New Jersey          New York          Ohio          Pennsylvania          Washington,

119678.00100/12114677v.1
Should you have any questions or comments regarding the above, please phone me at
(215) 569-5530.
Very truly yours,
 /s/ Mary K. Stokes  Mary K. Stokes

119678.00100/12118874v.1 0336
Cornerstone Total Return Fund, Inc.
[   ] Rights for [   ] Shares of Common Stock
_________________________
Cornerstone Total Return Fund, Inc. (the "Fund") is issuing non-transferable rights ("Rights") to its holders of record of
shares ("Shares") of common stock ("Common Stock") (such holders  herein defined as, "Stockholders").  These Rights will allow
Stockholders to subscribe for new Shares of Common Stock. For ev ery three (3) Rights a Stockholde r receives, such Stockholder w ill
be entitled to buy one (1) new Share.  Each Stockholder w ill receive one Right for each outstanding Share it owns on _______ August
19, 2011 (the "Record Date").  Fractional Shares will not be issued upon the exercise of the Rights.   Accordingly, the number of
Rights to be issued to a Stockholder on the Record Date will be rounded up to the nearest whole number of Rights evenly divisib le by
three. Stockholders on the Record Date may purchase Shares not acquired by other Stockholders in this Rights offering (the
"Offering"), subject to certain limitations discussed in this Prospectus.  Additionally, if there are not enough unsubscribed S hares to
honor all over-subscription requests, the Fund may, in its sole discretion, issue additional Shares up to 100% of the Shares av ailable in
the Offering to honor over-subscription requests.  See "The Offering" below.
The Rights are non-transferable, and may not  be purchased or sold. Rights will expire  without residual value at the Expiration
Date (defined below). The Rights will not be  listed for trading on the NYSE Amex, and there will not be any market for trading
Rights.  The Shares to be issued pursuant to the Offering will be listed for trading on the NYSE Amex, subject to the NYSE Amex
being officially notified of the issuance of those Shares.  On _______ August 5 , 2011, the last reported net asset value ("NAV") per
Share was $____ and the last reported sales price per Share on the NYSE Amex was $____, which represents a ____% premium to the
Fund's NAV per Share.  The subscription pri ce per Share (the "Subscription Price") will be the greater of (i) 102% of NAV per S hare
as calculated at the close of trading on th e date of expiration of the Offering and ( ii) 90% of the market price per Share at s uch time.
The considerable number of shares that may be issued as a resu lt of the Offering may cause the premium above NAV at which the
Fund’s shares are currently trading to d ecline, especially if stockholders exercisi ng the Rights attempt to sell sizeable numbe rs of
shares immediately after such issuance.
STOCKHOLDERS WHO CHOOSE TO EXERCISE THEIR RIGHTS WILL NOT KNOW THE SUBSCRIPTION
PRICE PER SHARE AT THE TIME THEY EXERCISE  SUCH  RIGHTS BECAUSE THE OFFERING WILL EXPIRE (i.e.,
CLOSE)  PRIOR TO THE AVAILABILITY OF THE FUND'S NAV AND OTHER RELEVANT MARKET
INFORMATION ON THE EXPIRATION DATE.  ONCE A STOCKHOLDER SUBSCRIBES FOR SHARES AND THE
FUND RECEIVES PAYMENT, SUCH STOCKHOLDER WILL NOT BE ABLE TO CH ANGE HIS OR HER DECISION.
THE OFFERING WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON ________ SEPTEMBER 23 , 2011 (THE
"EXPIRATION DATE"), UNLESS EXTENDED, AS DISCUSSED IN THIS PROSPECTUS.
The Fund is a diversified, closed-end management investment company. Its investment objectiv e is capital appreciation with
current income as a secondary objective.  The Fund seeks to achieve its objectives by  investing primarily in U.S. and non-U.S.
companies.  There can be no assurance that the Fund’s objectives will be achieved.
For more information, please call The Altman Group (the "Information Agent") toll free at (800) 581-4001.
 (continued on following page)
Investing in the Fund involves risks. See “Ris k Factors” on page ____ of this prospectus.
 Estimated Subscription
Price(1) Estimated Sales Load Estimated Proceeds to the
Fund(2)
Per Share $______ None $______
Total  None
____________________________
(1) Because the Subscription Price w ill not be determined un til after printing and distribution of this Prospectus, the "Estimated
Subscription Price" above is an  estimate of the subscription price based on the Fund's per-Share NA

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
INVESTMENT MANAGEMENT
July 20, 2011
Mary K. Stokes, Esq.
Blank Rome LLP
One logan Square
130 North 18th Street
Philadelphia, PA 19103-6998
RE: Cornerstone Total Return Fund, Inc. ("CRF")
File Nos.: 333-175187 and 811-2363
Cornerstone Strategic Value Fund, Inc. ("ClM")
File Nos.: 333-175201 and 811-5150
Dear Ms. Stokes:
On June 28, 2011, 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 ("1940 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
Su bscri ption").
The subscription price per share will be the greater of (i) 102%
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.
On July 1, 2011, the last reported NAV for CLM was $7.26 and
the last reported sales price was $10.40, which represents a 43.25%
premium to the Fund's NAV. On the same date, the last reported NAV
for CRF was $6.37 and the last reported sales price was $9.46, which
represents a 48.51% premium to the Fund's NAV.
Pursuant to Release No. 33-6510 and in reliance upon the
representations contained in your letter dated June 28, 2011, 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 statements
on Form N-2 of the CRF and CLM, which were reviewed and declared
effective by the staff on October 29, 2010.
You should consider a comment made with respect to one
section applicable to similar disclosure elsewhere in the registration
statement. We have the following comments.
Cornerstone Total Return Fund, Inc.
Paae 12
1. The section captioned "Board Considerations in Approving the
Offering" cites the success of the 2010 rights offering as a factor in
approving the current rights offering. Please expand the disclosure to
discuss the number of shares issued in the 2010 basic rights offering
and the number of shares that were issued, if any, with respect to the
over-allotment shares in the 2010 rights offering.
2. Disclose that the Board of Directors considered the impact of
the 2010 rights offering, if any, on the market price of its stock, and
determined it was in the best interests of shareholders to proceed with
the 2011 rights offering while continuing the managed distribution
policy. If the Board did not consider such information, why was it not
considered?
Statement of Additional Information
Paae 1
2

3. Fundamental policy number 1 i in the registration statement
appears to be different from fundamental policy number 12 in the
registration statement reviewed and declared effective by the staff on
October 29, 2010. It appears that old fundamental policy number 1
was deleted. We are unable to locate a proxy filing consistent with
any fundamental policy change. The policy numbers for other
fundamental policies have also changed, but there does not appear to
be any other substantive change. Please confirm there are no other
changes and explain to the staff in your response letter why you
believe this change is permissible.
General
4. Other than the previously granted exemptive relief with respect
to the Fund's managed distribution policy, please advise us if you have
submitted or expect to submit an exemptive application or no-action
request in connection with your registration statement.
5. We note that Messrs. Bradshaw and Wilcox each filed a Form 4
on December 23, 2010. Please inform us whether all of the officers,
directors, and beneficial owners of more than 10% of the Fund's
securities are current with the ownership reports (Forms 3,4, and 5)
required by Section 16(a) of the Securities Exchange Act of 1934.
Cornerstone Strateaic Value Fund, Inc.
6. As the registration statements are virtually identical, to the
extent applicable, the CRF comments above apply to the CLM
registration statement.
1 This fundamental policy states "(t)he Fund shall not:
1. Issue any senior securities (as defined in the Investment Company Act of 1940)
except insofar as any borrowing permitted by item 2 below might be considered
the issuance of senior securities."
2 This fundamental policy states "(t)he Fund shall not:
1. With respect to 75% of its total assets, purchase a security, other than securities
issued or guaranteed by the U.S. Government or securities of other regulated
investment companies, if as a result of such purchase, more than 5% of the value
of that Fund's total assets would be invested in the securities of anyone issuer, or
that Fund would own more than 10% of the voting securities of anyone issuer."
3

* ** * * *
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.
**** * *
4

Should you have any questions regarding this letter, please
contact me at (202) 551-6966.
Sincerely,
~(!cÆ
Kevin C. Rupert
Accountant
5

1Rupert, Kevin C.
From: Stokes, Mary K. [Stokes@BlankRome.com]
Sent: Tuesday, July 05, 2011 3:20 PM
To: Rupert, Kevin C.
Subject: Cornerstone
Attachments: CRF SAI (compared to 2010).DOC; CRF Pros pectus (compared to 2010).DOC; CLM SAI
(compared to 2010).DOC; CLM Pr ospectus (compared to 2010).DOC
Kevin,
Attached please find redlines marked to reflect revisions made to the prospectus  and SAI filed as parts of the
registration  statement  by Cornerstone  Strategic Value Fund, Inc. and Cornerstone  Total Return Fund, Inc. compared  to
those filed in 2010.  We are hopeful, given the limited scope of the revisions,  that the SEC’s review process may be
expedited  to the extent possible.  Please let me know if there is anything else I can do to facilitate.    As always, we
appreciate  your assistance,  Kevin.
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

 ********************************************************************************************************
This message and any attachments may contain confidentia l or privileged information and are only for the use
of the intended recipien t of this message. If you are not the intended recipient, please notify the sender by return
email, and delete or destroy this and all copies of  this message and all attachments. Any unauthorized
disclosure, use, distribution, or repr oduction of this message or any at tachments is prohibited and may be
unlawful.   ********************************************************************************************************   Any Federal tax advice contained herein is not intended or  written to be used, and cannot be used by you or any
other person, for the purpose of avoidi ng any penalties that may be imposed by the Internal Revenue Code. This
disclosure is made in accordance w ith the rules of Treasury Department Circular 230 governing standards of
practice before the Internal Revenue Se rvice. Any written statement containe d herein relating to  any Federal tax
transaction or matter may not be used by any person w ithout the express prior written permission in each
instance of a partner of this firm to support the promotion or marketing of or to recommend any Federal tax
transaction(s) or matter( s) addressed herein.
 ********************************************************************************************************

119678.00100/12109983v.1 6981
Cornerstone Total Return Fund, Inc.
[   ] Rights for [   ] Shares of Common Stock
_________________________
Cornerstone Total Return Fund, Inc. (the "Fund") is issuing non-transferable rights ("Rights") to its holders of record of
shares ("Shares") of common stock ("Common Stock") (such holders  herein defined as, "Stockholders").  These Rights will allow
Stockholders to subscribe for new Shares of Common Stock. For ev ery three (3) Rights a Stockholde r receives, such Stockholder w ill
be entitled to buy one (1) new Share.  Each Stockholder w ill receive one Right for each outstanding Share it owns on November 1,
2010 _______, 2011 (the "Record Date").  Fractional Shares  will not be issued upon the exercise  of the Rights.  Accordingly, the
number of Rights to be issued to a Stockholder on the Record Date will be rounded up to the nearest whole number of Rights even ly
divisible by three. Stockholders on the Record Date may purchase Shares not acquired by other Stockholders in this Rights offer ing
(the "Offering"), subject to certain limitations discussed in this Prospectus.  Additionally, if there are not enough unsubscri bed Shares
to honor all over-subscription requests, the Fund may, in its so le discretion, issue additional Shares up to 100% of the Shares  available
in the Offering to honor over -subscription requests.  See "The Offering" below.
The Rights are non-transferable, and may not  be purchased or sold. Rights will expire  without residual value at the Expiration
Date (defined below). The Rights will not be  listed for trading on the NYSE Amex, and there will not be any market for trading
Rights.  The Shares to be issued pursuant to the Offering will be listed for trading on the NYSE Amex, subject to the NYSE Amex
being officially notified of the issuance of those Shares.  On October 22, 2010 _______, 2011 , the last reported net asset value
("NAV") per Share was $ 6.34 ____ and the last reported sales price per Share on the NYSE Amex was $ 10.29 ____ , which represents
a 62.30 ____ % premium to the Fund's NAV per Share.  The subscription pr ice per Share (the "Subscription Price") will be the greater
of (i) 102% of NAV per Share as calculated at  the close of trading on the date of expiration of the Offering and (ii) 90% of th e market
price per Share at such time.  The considerable number of shares that may be issued as a result of the Offering may cause the p remium
above NAV at which the Fund’s shares are currently trading to decline, especially if stockholders exercising the Rights attempt  to sell
sizeable numbers of shares imme diately after such issuance.
STOCKHOLDERS WHO CHOOSE TO EXERCISE THEIR RIGHTS WILL NOT KNOW THE SUBSCRIPTION
PRICE PER SHARE AT THE TIME THEY EXERCISE  SUCH  RIGHTS BECAUSE THE OFFERING WILL EXPIRE (i.e.,
CLOSE)  PRIOR TO THE AVAILABILITY OF THE FUND'S NAV AND OTHER RELEVANT MARKET
INFORMATION ON THE EXPIRATION DATE.  ONCE A STOCKHOLDER SUBSCRIBES FOR SHARES AND THE
FUND RECEIVES PAYMENT  OR  GUARANTEE OF PAYMENT , SUCH STOCKHOLDER WILL NOT BE ABLE TO
CHANGE HIS OR HER DECISION.  THE OFFERING WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
DECEMBER 10, 2010 ________, 2011 (THE "EXPIRATION DATE"), UNLESS EX TENDED, AS DISCUSSED IN THIS
PROSPECTUS.
The Fund is a diversified, closed-end management investment company. Its investment objective is to seek capital
appreciation with current income as a secondary objective  .  The Fund seeks to achieve its objectives by investing primarily in U.S.
and non-U.S. companies.  There can be no assurance that the Fund’s objective s will be achieved.
For more information, please call The Altman Group (the "Information Agent") toll free at (800) 581-4001.
 (continued on following page)
Investing in the Fund involves risks. See “Risk Factors” on page 27 ____ of this prospectus.
 Estimated Subscription
Price(1) Estimated Sales Load Estimated Proceeds to the
Fund(2)
Per Share $9.26 $______ None $9.26 $______
Total  None
____________________________ (1) Because the Subscription Price w ill not be determined un til after printing and distribution of this Prospectus, the "Estimated
Subscription Price" above is an  estimate of the subscription price based on the Fund's per-Share NAV and market price at the
close of trading on October 22, 2010
_______, 2011 .  See "The Offering - Subscription Price" and "The Offering - Payment
for Shares."
(2) Proceeds to the Fund are before deductio n of expenses incurred by the Fund in connection with the O ffering, estimated to
be approximately $ 78,000 _______ .  Funds received prior to the final due date  of this Offering will be deposited in a
segregated account pending allocation and distribution of Shares.  Interest, if any, on subscription monies will be paid to
the Fund regardless of whether Shares are issued by the Fund; interest will not be used as credit toward the purchase of
Shares.

119678.00100/12109983v.1 6981 Neither the Securities and Exchange Commission nor any stat e securities commission has approved or disapproved these
securities or determined if this prospectus is truthful or co mplete. Any representation to the contrary is a criminal offense.
The date of this prospectus is _________, 201 01.

ii
119678.00100/12109983v.1 6981  (continued from previous page )
The Fund’s Shares are listed on the NYSE Amex under the ticker symbol “CRF.”
Investment Adviser.  Cornerstone Advisors, Inc. (the “Adviser”) acts as the Fund's investment advi ser. See “Management of
the Fund.” As of September June 30, 201 01, the Adviser managed two other closed-end funds with combined assets with the Fund of
approximately $ 121,845,245 ____________ . The Adviser's address is 1075 Hendersonville Road, Suite 250, Asheville, North
Carolina, 28803.
This prospectus sets forth concisely the information about the Fund that you should know before deciding whether to invest
in the Fund  . A Statement of Additional Information, dated _____, 201 01 (the “Statement of Additional Information”), and other
materials, containing additional information about the Fund, have  been filed with the Securities and Exchange Commission (the
“SEC”). The Statement of Additiona l Information is incorporated by reference in its entirety into this prospectus, which means it is
considered to be part of this prospectus. You may request a free copy of the Statement of Additional Information, the table of contents
of which is on page 43 __ of this prospectus, and other information filed with the SEC, by calling collect (513) 326-3597 or by writing
to the Fund c/o Ultimus Fund Solutions, LLC, 350 Jericho Turnpike , Suite 206, Jericho, NY 11753.  The Fund files annual and sem i-
annual stockholder reports, proxy statements and other information with the SEC. The Fund does not have an Internet website.  Y ou
can obtain this information or the Fund’s Statement of Additional Information or any information regarding the Fund filed with the
SEC from the SEC’s web site ( http://www.sec.gov ).
The Fund’s Shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other
insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve  Board
or any governmental agency.

iii
119678.00100/12109983v.1 6981 You should rely only on the info rmation contained or incorporated by reference in this prospectus.
We have not authorized anyone to provide you with diff erent information. We are no t making an offer to sell
these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus. The Fund will amen d this prospectus if, during
the period this prospectus is required  to be delivered, there are any material changes to the fact s stated in this
prospectus subsequent to the date of this prospectus.
TABLE OF CONTENTS
SUMMARY ....................................................................................................................... ........................................... 1
SUMMARY OF FUND EXPENSES ...................................................................................................... ................ 1011
THE F UND ...................................................................................................................... ....................................... 1011
THE OFFERING .................................................................................................................. ................................... 1011
FINANCIAL HIGHLIGHTS .......................................................................................................... ......................... 1920
USE OF PROCEEDS ............................................................................................................... ............................... 2124
INVESTMENT OBJECTIVE S AND POLICIES ................................................................................................... 2124
RISK FACTORS .................................................................................................................. ................................... 2730
LISTING OF SHARES ............................................................................................................. .............................. 3135
MANAGEMENT OF  THE FUND ........................................................................................................ .................. 3135
DETERMINATION OF N ET ASSET VALUE .............................................................................................. ........ 3337
DISTRIBUTION POLICY ........................................................................................................... ........................... 3438
DIVIDEND REINVESTMENT PLAN .................................................................................................... ............... 3640
FEDERAL INCOME  TAX MATTERS .................................................................................................... .............. 3741
DESCRIPTION OF CAPITAL STRUCTURE .............................................................................................. ......... 4044
LEGAL MATTERS ................................................................................................................. ............................... 4146
REPORTS TO STOCKHOLDERS ....................................................................................................... .................. 4146
INDEPENDENT REGISTERED PU BLIC ACCOUNT ING FIRM ....................................................................... 4146
ADDITIONAL INFORMATION ........................................................................................................ ................... 4246
TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION..................................... 4347
THE FUND’S PRIVACY POLICY ..................................................................................................... ................... 4348

119678.00100/12109983v.1 6981 SUMMARY
This summary does not contain all of the information that you should consider before investing in the Fund.
You should review the more detailed information contained or incorporated by reference in this prospectus and in
the Statement of Additional Information, particularly th e information set forth under the heading “Risk Factors.”
The Fund Cornerstone Total Return Fund, Inc. is a diversified, closed-end
management investment company.  It was incorporated in New
York on March 16, 1973 and commenced investment operations
on May 15, 1973. The Fund’ s Shares of Common Stock are traded on the NYSE Amex under the ticker symbol “CRF.” As of
December 31, 20 1
09, the Fund had 2,838,558 3,896,958 Shares
issued and outstanding.
The Offering The Fund is offering non-transferable rights to its Stockholders as
of the close of business on November 1, 2010 _______, 2011 .
These Rights will allow Stockholders to subscribe for an aggregate of ________ Shares of Common Stock. For every three
(3) Rights a Stockholder receives, such Stockholder will be
entitled to buy one (1) new Share at a subscription price equal to the greater of (i) 102% of NAV of the Common Stock as
calculated on the Expiration Date an d (ii) 90% of the market price
at the close of trading on such date.  Each Stockholder will receive one Right for each outstanding Share he or she owns on
the Record Date (the “Basic S ubscription”).  Fractional Shares
will not be issued upon the exerci se of the Rights.  Accordingly,
the number of Rights to be issued to a Stockholder as of the
Record Date will be rounded up to the nearest whole number of
Rights evenly divisible by three.  Common Stockholders as of the Record Date may purchase Shares not acquired by other
Stockholders in this Rights offering (the "Offering"), subject to
certain limitations discussed in this  Prospectus.  Additionally, if
there are not enough unsubscribed Shares to honor all over-
subscription requests, the Fund may, in its discretion, issue
additional Shares up to 100% of the Shares available in the
Offering to honor over -
subscription requests.
Shares will be issued within the 15-day period immediately
following the record date of the Fund’s monthly’s distribution and
Stockholders exercising rights w ill not be entitled to receive such

CORRESP
1
filename1.htm

    fp0002163_corresp.htm

Phone:

215-569-5530

Fax:

215-832-5530

Email:

stokes@blankrome.com

October 28, 2010

BY EDGAR

Kevin Rupert

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-4720

Re:       Cornerstone Total Return Fund, Inc. (the “Fund”)

SEC File Numbers:  333-168926 and 811-02363

Dear Mr. Rupert:

On behalf of the Fund, and pursuant to Rule 461 under the Securities Act of 1933, as amended, we hereby request that the effective date of the Fund’s registration statement on Form N-2 filed on August 18, 2010 and amended on October 26, 2010 (the “Registration Statement) be accelerated so that the Registration Statement will become effective on Friday, October 29, 2010 (the “Effective Date”), or as soon thereafter as practicable.

Our client has selected the Effective Date to provide the Fund sufficient time to commence and conclude the offering during its current fiscal year and within the conditions of its exemptive relief related to its managed distribution plan.

The Fund hereby affirms that the revisions included in the Pre-Effective Amendment to its Registration Statement filed on October 26, 2010, reflect responses consistent with those included in the pre-effective amendment to Cornerstone Strategic Value Fund, Inc.’s registration statement filed on September 30, 2010 and October 26, 2010.

One Logan Square  18th and Cherry Streets  Philadelphia, PA  19103-6998

www.BlankRome.com

Delaware   ·   Florida   ·   Maryland   ·   New Jersey   ·   New York   ·   Ohio   ·   Pennsylvania   ·   Washington, DC

Kevin Rupert

October 28, 2010

Page 2

In connection with the foregoing acceleration request, the Fund acknowledges that:

●           Should the Commission or its staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

●           The action of the Commission or its staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Fund from its full responsibility for the accuracy and adequacy of the disclosure in the Registration Statement; and

●           The Fund may not assert the action of the Commission or its staff in declaring the Registration Statement effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions or comments regarding the above, please phone me at (215) 569-5530.  Thank you for your continued assistance.

Very truly yours,

/s/ Mary Stokes

MARY STOKES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
INVESTMENT MANAGEMENT
September 14, 2010
Mary K. Stokes, Esq.
Blank Rome LLP
One logan Square
130 North 18th Street
Philadelphia, PA 19103-6998
RE: Cornerstone Strategic Value Fund, Inc. ("ClM")
File Nos.: 333-168927 and 811-5150
Cornerstone Total Return Fund, Inc. ("CRF")
File Nos.: 333-168926 and 811-2363
Dear Ms. Stokes:
On August 19, 2010, 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 ("1940 Act"). Each registration statement is filed in co~nection
with a proposed non-transferable rights offering of shares of common
stock. The subscription price per Share (the "Subscription Price") will
be the greater of (i) 102% 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 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
offering to honor additional subscription requests ("Over-Allotment
Shares").
The offerings are non-transferable, meaning that only holders of
each Fund as of the record date may purchase shares of that Fund in
the offering. Any holder of record may purchase, in addition to shares
available through the exercise of his or her basic rights, (a) shares not
purchased by other holders of record through the exercise of rights

. ("Unsubscibed Shares"), and (b) shares available through the Over-Allotment. The method by which any Unsubscribed Shares or Over-
Allotment Shares (collectively, the "Excess Shares") will be distributed
and allocated pursuant to the Additional Subscription Privilege is: (a) if
there are sufficient Excess Shares to satisfy all additional subscriptions
by Shareholders exercising their rights under the Additional
Subscription Privilege, each such shareholder shall be allotted the
number of shares which the shareholder requested, and (b) if the
aggregate number of shares subscribed for under the Additional
Subscription Privilege exceeds the number of Excess Shares, the
number of shares allotted to each Stockholder in the Additional
Subscription Privilege shall be the product obtained by multiplying the
number of Excess Shares by a fraction of which the numerator is the
number of Shares subscribed for by that Stockholder under the
Additional Subscription Privilege and the denominator is the aggregate
number of Excess Shares subscribed for by all Stockholders under the
Additional Subscription Privilege.
On August 27, 2010, the last reported NAV for ClM was $6.80
and the last reported sales price on the NYSE Amex was $10.56, which
represents a 55.29% premium to the Fund's NAV. On the same
date, the last reported NAV for CRF was $5.92 and the last reported
sales price on the NYSE Amex was $9.80, which represents a 65.54%
premium to the Fund's NAV.
You should consider a comment made with respect to one
section applicable to similar disclosure elsewhere in the registration
statement. We have the following comments.
Cornerstone Strateaic Value Fund, Inc.
Cover Paae
1. Disclose that the considerable number of shares that may be
issued in the rights offering may cause the premium above NAV at
which the Fund's shares are currently trading to decline, especially if
shareholders exercising the rights attempt to sell sizeable numbers of
shares immediately after such issuance.
2. The caption "Estimated Proceeds to the Fund" appears to need
the reference for footnote (2).
2

Paae 2
3. Please disclose how the Fund's investment adviser determines
which securities to buy for the Fund's portfolio in order to meet its
investment objective of capital appreciation.
4. The prospectus states that the Fund proposes to invest "without
limitation in ETFs and other closed-end investment companies". How
does the Fund comply with Section 12(d)(1) of the 1940 Act?
Paae 4
5. We note that since 2006 most of the distributions elM has
made under its managed distribution policy are a return of capitaL. For
example, NAVas of December 31, 2009 was $8.24, down from $22.60
on January 1, 2006. During that 4 year period, return of capital
distributions were $13.03. Aggregate net investment income and
capital gains distributions duringthe same period were $1.85. Thus,
please expand the risk disclosure to state that the proceeds of the
offering may be used to support the managed distribution policy. In
addition, please disclose that sustaining the managed distribution
policy could require the Fund to raise .additional capital in the future.
6. Page 2 discloses a stated purpose of the rights offering is to
maintain the Fund's flexibility in maintaining its managed distribution
policy. Given that the use of proceeds will essentially be used to help
the Fund maintain that distribution policy, please discuss whether the
Board has made a determination that continuation of the Distribution
Policy would be in the best interests of the shareholders, especially in
light of the size of the Fund's trading premium. Disclose and explain
why the Board of Directors has opted to make a rights offering below
market price, rather than sell shares in a traditional offering at market
price.
7. The Fund asserts the ability of closed-end funds to invest in
illquid securities as a benefit. However, page 3 appears to generally
limit the Fund's investment in illiquid securities to 15%. Please explain
supplementally why the limit is 15% and revise the disclosure
accordingly.
8. Disclose whether the offering will go forward if Fund shares trade
at a discount.
3

Page 6
9. Why would the Fund invest just its net assets defensively as
discussed in the first paragraph?
10. The management risk section should include the investment
adviser's conflict in increasing assets under management with the
rights offering as those new assets will concomitantly increase its
management fee.
11. Supplement the managed distribution risk section on this page
by including a five year chart that contains historical performance
information of the managed distribution policy (~, year by year
presentation of NAV per share, average annual total return in relation
to the change in NAV for the period presented, managed distribution
amounts per share, amount of the managed distribution characterized
as a return of capital per share, realized capital gains distributions per
share, and investment income distributions per share, over a five year
period, with cumulative totals as needed). The chart should also
supply the Fund's gross expense ratio for each year to demonstrate
the impact, if any, of the managed distributions on the Fund's expense
ratio. Please ensure that the presentation adequately explains that a
return of capital distribution does not reflect positive investment
performance.
12. Provide a statement that shareholders should not draw any
conclusions about the Fund's investment performance from the
amount of its managed distributions or from the terms of the Fund's
managed distribution plan. .
13. The Fund's managed distribution amounts differ significantly
from the Fund's returns based on NAV. Please disclose to shareholders
why this occurred and why it was permitted to continue, as well as the
rationale behind the policy. Disclose whether a shareholder should
expect the Fund's managed distribution rates to correlate with the
Fund's total return based on NAV over time, and what differences, if
any, will result in changes to the Fund's managed distribution plan.
14. Supplementally state whether the Fund has adopted policies and.
procedures pursuant Rule 38a-1 under the 1940 Act that are
reasonably designed to ensure that all required notices and disclosures
with respect to its managed distribution plan and associated
distributions are appropriately communicated to shareholders and third
parties. If not, why not?
4

Paae 7
15. In light of the Fund's investment objective of long-term capital
appreciation, why does it engage in securities lending and repurchase
agreements?
Paae 8
16. The staff takes the position that a fund must recall a loaned
security in the event of a material vote. Please explain why the Fund's
inabilty to recall and vote securities it has lent does not constitute a
breach of fiduciary duty by the Fund's investment adviser. Please
revise the disclosure.
17. The sixth and eleventh sentences of the managed distribution
paragraph differ by just a few words. Is there a material difference
between the sentences? Revise the disclosure as needed.
Paae 10
.18. Explain why the gross expense ratio of 2.01 % in the Fund's
Financial Highlights as of December 31, 2009 differs from the gross
expense ratio of 1.93% presented in the fee table.
19. Please recalculate the Example and round the results to the
nearest whole dollar.
20. Please disclose \Nhether the proceeds from the offering are
considered in the fee table. If the proceeds are not considered in the
fee table, please delete the last sentence of footnote (2). Please
revise the disclosure as needed. See General Instruction 10(e) and
10(f) to Item 3 of Form N-2.
Paae 11
21. Substitute the word "receive" for the word "realize" in the last
sentence of the penultimate paragraph.
Paae 12
22. The statement that "(t)he Board also considered ...the potential
effect of the Offering on the Fund's stock price" does not provide a
5

conclusion or a basis for a conclusion. Please revise the disclosure
accordingly. See comment 38 below.
23. Describe and disclose all benefits, if any, accruing to the
investment adviser or any affiliates of the investment adviser from
their participation in this rights offering. If there are no benefits for
the adviser or its affiliates, so state. Will any related parties attempt
to acquire any shares in this offering? See comments 25 and 26
below.
24. In the first paragraph of the "Additional Subscription Privilege"
section, disclose whether or not there is any limit on the number of
shares a shareholder may attempt to acquire under the Additional
Subscription Privilege. If there is no limit, please explain why.
Paae 13
25. When the amount of Excess Shares is less than the amount
requested under the Additional Subscription Privilege, the allocation of
the Excess Shares does not appear to allocate shares based on a
shareholders proportionate ownership interest in elM. Indeed, the
calculation appears designed to grant more shares to anyone that
simply requests a large number of shares under the Additional
Subscription Privilege. The prospectus does not explain why an
allocation is made on a basis other than some form of proportional
ownership of the Fund with respect to shareholders requesting shares
under the Additional Subscription Privilege. The proposed allocation
methodology seems to favor large share requests to the detriment of
smaller share requests, regardless of actual Fund ownership. Please
explain. We may have further comment.
26. Given the large number of shares that may be issued as a result
of this rights offering and the substantial premium currently available,
please discuss supplementally whether there would be any potential
underwriter issues if a related party sold a significant amount of shares
issued under this rights offering. What action, if any, will the Fund
take?
Paae 18
27. State that the financial highlights are audited and describe how
shareholders can obtain the Fund's audit report and financial
statements.
6

28. Substitute the caption "Total Distributions" for the caption "Total
dividends and distributions to shareholders" in the Financial Highlights
table. See Item 4.1.d of Form N-2.
Page 20
29. Please revise the first sentence of the first paragraph to indicate
how the Fund will use the proceeds from the basic offering and from
the Over-Allotment. Since it also appears possible that some of the
proceeds may eventually be used to support the managed distribution
policy, please revise the disclosure accordingly.
30 Please disclose how the managed distribution policy and the
historic return of capital rates that the Fund has provided are
consistent with the investment objective described by the Fund on this
page. The Board of Directors assert in the application for relief under
Section 19(b) of the 1940 Act and Rule 19b-1 thereunder, that the
"Distribution Policy could be adopted without adversely affecting each
applicant's investment objective and strategies". The application
further states that "(o)ver the long-term, each Fund's investment goal
is to achieve net investment returns that exceed the amount of its
fixed distribution policy". Given the Fund's past distribution history,
you should make further disclosure in this regard.
Paae 33
31. In the third full paragraph, disclose that if the managed
distribution plan depletes Fund assets through the return of capital,
the Fund may attempt to recapitalize itself through future rights
offerings. .
32. The discussion of the managed distribution plan is generic. The
Fund has tangible and essential history under its plan, and the actual
application of the Fund's managed distribution policy has resulted in
regular and substantial returns of capital to shareholders. Thus, return
of capital does not appear to be an abstract possibility, but a systemic
reality, clearly demonstrated by Fund history. The sustainability of the
managed distribution plan in light of the large returns of capital and
the significant premium to NAV should also be considered and
addressed. Please revise and expand the disclosure accordingly.
7

Paae 42
33. Revise the last paragraph to refer to the current 1933 Act
number.
Statement of Additional Information
Paae 8-22
34 The Fund will need to incorporate its most recent semi-annual
financial statements and include as an exhibit an updated accounting
consent.
General
35. If there have been previous rights offerings, please add
appropriate disclosure regarding all prior rights offerings, including,
but not limited to, the date of each offering, the dollar amount of
proceeds, how the Fund used the proceeds, and the amount of time
taken to invest the proceeds.
36. Please explain whether a 100% over-allotment and the proposed
allocation of that over-allotment are consistent with FINRA rules.
37. Please explain the specific Board findings with respect to the
potentially negative impact on the market price of each Fund's shares
as a result of the large increase in shares available as a consequence
of the rights offering (including the 100% Over-Allotment). Has any
closed-end fund ever traded at a similar high premium to NAV and at
the same time conducted such a high ratio rights offering? What was
the outcome? Did the Board retain an independent consultant on this
issue? If not, why not? Why was the Over-Allotment share amount
set at 1000/0? Why did the Board ultimately approve the Offering as
presently constructed?
38. We note that material portions of the filing are incomplete and
that all exhibits and the financial ~tatements are omitted. 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.
39. Other than the prior exemptive application noted above, please
advise us if you have submitted or expect to submit an exemptive
8

application or no-action request in connection with your registration
statement.
40. Please state in your response letter whether the FINRA has
reviewed the arrangements of the offering.
Cornerstone Total Return Fund, Inc.
41. As the registration statements a