CORRESP 2 filename2.txt [BLANK ROME LLP LETTERHEAD] Phone: (215) 569-5530 Fax: (215) 832-5530 Email: stokes@blankrome.com June 9, 2010 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 "Company") SEC File Number: 811-02363 Dear Mr. Rupert: On behalf of the Company, this letter is in response to the telephonic comments of the staff (the "Staff") of the Securities and Exchange Commission (the "Commission"), provided on May 27, 2010, regarding the Company's Preliminary Proxy Statement ("Proxy Statement") filed under the Securities Act of 1933 on Schedule 14A. We have set forth below, in boldface type, the text of each comment, followed by the Company's responses. 1. Comment. Under Proposal No. 2, please add the word "advisory" to the question asking why stockholders are being asked to provide input. Response: The Company has revised the language accordingly as follows: Why are stockholders being asked to provide advisory input regarding the Fund's MDP? Kevin Rupert June 9, 2010 Page 2 2. Comment. Under Proposal No. 2, please add a historical breakdown of the character of the Company's distributions, demonstrating, on a percentage basis, the portions which represented income and return of capital over a recent historical period. Response: The Company has responded by adding the following table under Proposal No. 2:
Cornerstone Total Return Fund, Inc. Dividend and Distributions Paid from 2005 through 2009 ------------------------------------------------------ Total Dividend Ordinary Income Capital Gains Return-of-Capital and -------------------- -------------------- ----------------------- Years Distributions Amount ($) Percent Amount ($) Percent Amount ($) Percent ----- ------------- ------ --- ------- ------ --- ------- ------ --- ------- 2005 $ 10,295,523 $ 299,210 2.91% $ - 0.00% $ 9,996,313 97.09% 2006 10,676,313 428,197 4.01% - 0.00% 10,248,116 95.99% 2007 11,211,715 513,683 4.58% - 0.00% 10,698,032 95.42% 2008 10,553,136 334,663 3.17% - 0.00% 10,218,473 96.83% 2009 5,317,678 - 0.00% - 0.00% 5,317,678 100.00%
3. Comment. Please expand the disclosure regarding the diversity of the Board as a whole and address how individual Board members satisfy the criteria set forth. Response: The Company has expanded the disclosure accordingly. 4. Comment. Please expand the language regarding the MDP to disclose that a distribution comprised of a return of capital may complicate record-keeping by certain stockholders as a result of adjusting such respective stockholder's basis. Response: The Company has expanded the disclosure accordingly. 5. Comment. Please expand the language regarding the MDP to disclose the risk of potential confusion in the marketplace as to whether the distributions are comprised of income or return of capital, or both. Response: The Company has expanded the disclosure accordingly. * * * * * * * * * * Kevin Rupert June 9, 2010 Page 2 In connection with this response to the Staff's comments, the Company, hereby states the following: (1) The Company acknowledges that in connection with the comments made by the Staff regarding the Proxy Statement, the Staff has not passed generally on the accuracy or adequacy of the disclosure made in the reports; (2) The Company acknowledges that Staff comments or changes to disclosure in response to Staff comments in the filing reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filing; and (3) The Company represents that it will not assert the Staff's review process as a defense in any action by the Commission or any securities-related litigation against the Company. 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