Edgar Filing: CORNERSTONE TOTAL RETURN FUND INC

CORNERSTONE TOTAL RETURN FUND, INC.
350 Jericho Turnpike, Suite 206
Jericho, NY 11753

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on April 19, 2011

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON APRIL 19, 2011: THE NOTICE OF ANNUAL
MEETING OF STOCKHOLDERS AND PROXY STATEMENT ARE AVAILABLE ON THE INTERNET AT
WWW.PROXYVOTE.COM.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Meeting")
of Cornerstone Total Return Fund, Inc., a New York corporation (the "Fund"),
will be held at 11:00 a.m., eastern time, on April 19, 2011 at Fifth Floor
Conference Room, One West Pack Square, Asheville, NC 28801, for the following
purposes:

1. To approve the election of six directors to hold office until the
year 2012 Annual Meeting of Stockholders (Proposal 1); and

2. To consider and vote upon such other matters as may properly come
before said Meeting or any adjournment or postponement thereof.

The Board of Directors has fixed the close of business on February 16, 2011, as
the record date for the determination of stockholders entitled to notice of, and
to vote at, this Meeting or any adjournment or postponement thereof. The stock
transfer books will not be closed.

Copies of the Fund's most recent annual report may be ordered free of charge by
any stockholder by writing to the Fund, c/o Ultimus Fund Solutions, LLC, 350
Jericho Turnpike, Suite 206, Jericho, NY 11753, or by calling collect (513)
326-3597.

By Order of the Board of Directors

Gary A. Bentz
Secretary

Dated: March 1, 2011

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN, DATE,
SIGN AND MAIL THE ENCLOSED PROXY CARD IN THE ENCLOSED REPLY ENVELOPE. YOUR
PROMPT RESPONSE WILL ASSURE A QUORUM AT THE MEETING.

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance
to you and avoid the time and expense to the Fund involved in validating your
vote if you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.

3. Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:

REGISTRATION

CORPORATE ACCOUNTS VALID SIGNATURE

(1) ABC Corp. ABC Corp. (by John Doe, Treasurer)
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee

TRUST ACCOUNTS

(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d/ 12/28/78 Jane B. Doe

CUSTODIAL OR ESTATE ACCOUNTS

(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA John B. Smith
(2) John B. Smith John B. Smith, Jr., Executor

CORNERSTONE TOTAL RETURN FUND, INC.
350 Jericho Turnpike, Suite 206
Jericho, NY 11753

PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
to be held on April 19, 2011

GENERAL

This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of Cornerstone Total Return Fund, Inc., a New York
corporation (the "Fund") for use at the Annual Meeting of Stockholders for the
year 2011 (the "Meeting") to be held at 11:00 a.m., eastern time, on April 19,
2011 at the Fifth Floor Conference Room, One West Pack Square, Asheville, NC
28801, and at any and all adjournments or postponements thereof. A form of proxy
is enclosed herewith. This Proxy Statement and the accompanying form of proxy
are being first mailed to stockholders of the Fund ("Stockholder(s)") on or
about March 1, 2011.

Any Stockholder who executes and delivers a proxy may revoke it by written
communication to the Secretary of the Fund at any time prior to its use or by
voting in person at the Meeting. Attendance by a Stockholder at the Meeting does
not, in itself, revoke a proxy. Unrevoked proxies will be voted in accordance
with the specifications thereon and, unless specified to the contrary, will be
voted FOR the election of Messrs. Ralph W. Bradshaw, Thomas H. Lenagh, Edwin
Meese III, Scott B. Rogers, Andrew A. Strauss, and Glenn W. Wilcox, Sr. as
nominees for Director.

In general, abstentions and broker non-votes, as defined below, count for
purposes of obtaining a quorum but do not count as votes cast with respect to
any proposal requiring that the broker has discretion. With respect to a
proposal requiring the affirmative vote of a majority of the Fund's outstanding
shares of common stock, the effect of abstentions and broker non-votes is the
same as a vote against such proposal. Otherwise, abstentions and broker
non-votes have no effect on the outcome of a proposal. A broker non-vote is a
proxy from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote shares
on a particular matter with respect to which the broker or nominee does not have
discretionary voting power.

At least 51% of the Fund's Stockholders must be present at the Meeting in
person or by proxy to constitute a quorum for the transaction of business by the
Fund. In the event that a quorum is not present at the Meeting, the persons
named as proxies may propose one or more adjournments of the Meeting from time
to time. Any such adjournment will require the affirmative vote of a majority of
those shares represented at the Meeting in person or by proxy. The persons named
as proxies will vote those proxies which they are entitled to vote FOR or
AGAINST any such proposal in their discretion.

Your vote is being solicited by the directors of the Fund. The cost of
soliciting these proxies will be borne by the Fund. The Fund reimburses
brokerage firms and others for their expenses in forwarding proxy material to
the beneficial owners and soliciting them to execute proxies.

The directors and officers of the Fund and Ultimus Fund Solutions, LLC, the
administrator to the Fund (the "Administrator") may be involved in the
solicitation of proxies. The Fund does not reimburse such persons for the
solicitation of proxies.

The Fund expects that the solicitation will be primarily by mail, but also may
include telephone, electronic, oral or other means of communication. If the Fund
does not receive your proxy by a certain time, you may receive a telephone call
from a proxy soliciting agent asking you to vote. The cost of soliciting the
proxies will be borne by the Fund.

Only holders of issued and outstanding shares of the Fund's common stock of
record at the close of business on February 16, 2011 are entitled to notice of,
and to vote at, the Meeting. Each such holder is entitled to one vote per share
of common stock so held. The number of shares of common stock outstanding on
February 16, 2011 was 3,901,788. The Fund is a diversified, closed-end
management investment company.

Copies of the Fund's most recent annual report may be ordered free of charge to
any Stockholder by writing to the Fund, c/o Ultimus Fund Solutions, LLC, 350
Jericho Turnpike, Suite 206, Jericho, NY 11753, or by telephone (513) 326-3597.
This report is not to be regarded as proxy-soliciting material.

This Proxy Statement is first being mailed to Stockholders on or about March 1,
2011.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Board of Directors currently consists of six members. All of the members
were approved by the Stockholders at the Year 2010 Annual Meeting.

At the Meeting, Stockholders will be asked to vote for the election of Messrs.
Ralph W. Bradshaw, Thomas H. Lenagh, Edwin Meese III, Scott B. Rogers, Andrew A.
Strauss, and Glenn W. Wilcox, Sr., as directors to serve until the year 2012
Annual Meeting of Stockholders or thereafter until each of their successors are
duly elected and qualified. Each nominee was considered and recommended by the
Fund's Nominating and Corporate Governance Committee.

The persons named in the accompanying form of proxy intend to vote at the
Meeting (unless directed not to vote) FOR the election of Messrs. Ralph W.
Bradshaw, Thomas H. Lenagh, Edwin Meese III, Scott B. Rogers, Andrew A. Strauss,
and Glenn W. Wilcox, Sr. Each nominee has indicated that he will serve if
elected, and the Board of Directors has no reason to believe that any of the
nominees named above will become unavailable for election as a director, but if
any nominee should be unable to serve, the proxy will be voted for any other
person determined by the persons named in the proxy in accordance with their
judgment.

The following table sets forth the names, addresses, birth dates and principal
occupations of each of the nominees for election as Directors:

NOMINEES

Number of
Portfolios
in Fund Directorships Held
Name and Position(s) Term of Complex by Nominee for
Address(1) with Office Principal Occupation Over Overseen Director Outside of
(Birth Date) Fund Since Past 5 Years by Director Fund Complex*
------------------------------------------------------------------------------------------------------------------------------------

NON-INTERESTED NOMINEES

Thomas H. Lenagh Director; Audit, 2002 Independent Financial Advisor; 3 Director of Adams
(Nov. 1924) Nominating Director of Photonics Products Express Company,
and Corporate Group; Director/Trustee of Petroleum
Governance Cornerstone Strategic Value Fund, and Resources
Committee Inc. and Cornerstone Progressive Corporation, and
Member Return Fund PPGI Industries

Edwin Meese III Director; Audit, 2001 Distinguished Fellow, The Heritage 3 None
(Dec. 1931) Nominating Foundation Washington D.C.;
and Corporate Distinguished Visiting Fellow at
Governance the Hoover Institution, Stanford
Committee University; Senior Adviser,
Member Revelation L.P.; Director/Trustee of
Cornerstone Strategic Value Fund,
Inc. and Cornerstone Progressive
Return Fund

Scott B. Rogers Director; Audit, 2001 Chairman, Board of Health
(July 1955) Nominating Partners, Inc.; Chief Executive 3 None
and Corporate Officer, Asheville Buncombe
Governance Community Christian Ministry;
Committee and President, ABCCM Doctor's
Member Medical Clinic; Appointee,
NC Governor's Commission
on Welfare to Work; Director/
Trustee of Cornerstone Strategic
Value Fund, Inc. and Cornerstone
Progressive Return Fund

NOMINEES (continued)

NON-INTERESTED NOMINEES (continued)

Andrew A. Strauss Director; 2001 Attorney and senior member 3 None
(Nov. 1953) Chairman of of Strauss & Associates,P.A.,
Nominating Attorneys; Director/Trustee of
and Corporate Cornerstone Strategic Value Fund,
Governance Inc. and Cornerstone Progressive
Committee and Return Fund
Audit Committee
Member

Glenn W. Wilcox, Sr. Director; 2001 Chairman of the Board of Tower 3 Director of Champion
(Dec. 1931) Chairman of Associates, Inc.; Chairman of the Industries, Inc.
Audit Committee Board and Chief Executive Officer
and Nominating of Wilcox Travel Agency, Inc.;
and Corporate Director/Trustee of Cornerstone
Governance Strategic Value Fund, Inc. and
Committee Cornerstone Progressive Return
Member Fund

INTERESTED NOMINEE

Ralph W. Bradshaw Chairman of 2001 President, Cornerstone Advisors, 3 None
(Dec. 1950)** the Board of Inc.; Financial Consultant;
Directors and President and Director/Trustee of
President Cornerstone Strategic Value Fund,
Inc. and Cornerstone Progressive
Return Fund

(1) The mailing address of each Nominee/Director with respect to Fund
operations is 350 Jericho Turnpike, Suite 206, Jericho, NY 11753.

* As of December 31, 2010, the Fund Complex is comprised of the Fund,
Cornerstone Strategic Value Fund, Inc., and Cornerstone Progressive Return
Fund, all of which are managed by Cornerstone Advisors, Inc. Each of the
above Nominees oversee all of the Funds in the Fund Complex.

** Mr. Bradshaw is an "interested person" as defined in the Investment
Company Act of 1940 because of his affiliation with Cornerstone Advisors,
Inc.

The Board believes that the significance of each Director's experience,
qualifications, attributes or skills is an individual matter (meaning that
experience that is important for one Director may not have the same value for
another) and that these factors are best evaluated at the Board level, with no
single Director, or particular factor, being indicative of the Board's
effectiveness. The Board determined that each of the Directors is qualified to
serve as a Director of the Fund based on a review of the experience,
qualifications, attributes and skills of each Director. In reaching this
determination, the Board has considered a variety of criteria, including, among
other things: character and integrity; ability to review critically, evaluate,
question and discuss information provided, to exercise effective business
judgment in protecting shareholder interests and to interact effectively with
the other Directors, the Investment Adviser, other service providers, counsel
and the independent registered accounting firm ("independent auditors"); and
willingness and ability to commit the time necessary to perform the duties of a
Director. Each Director's ability to perform his duties effectively is evidenced
by his experience or achievements in the following areas: management or board
experience in the investment management industry or companies or organizations
in other fields, educational background and professional training; and
experience as a Director of the Fund. In addition, the Board values the diverse
skill sets and experiences that each Trustee contributes. The Board considers
that its diversity as a whole is as a result of a combination of Trustees who
are working in the private, as opposed to public, sector, those that are retired

from professional work and the various perspectives that each Director provides
as a result of his present experiences and his background. Information as of
December 31, 2010 discussing the specific experience, skills, attributes and
qualifications of each Director which led to the Board's determination that the
Director should serve in this capacity is provided below.

Ralph W. Bradshaw. Mr. Bradshaw is co-founder of Cornerstone Advisors, Inc. and
has served as its President since its inception in 2001. He brings over 18 years
of extensive investment management experience and also formerly served as a
Director of several other closed-end funds. Prior to founding the Adviser, he
served in consulting and management capacities for registered investment
advisory firms specializing in closed-end fund investments. His experiences
included developing and implementing successful trading strategies with a
variety of underlying portfolios containing domestic and international equity
and fixed-income investments. In addition, he has been a financial consultant
and has held managerial positions or operated small businesses in several
industries. Mr. Bradshaw holds a B.S. in Chemical Engineering and an M.B.A. Mr.
Bradshaw provides the Board with effective business judgment and an ability to
interact effectively with the other Directors, as well as with the other service
providers, counsel and the Fund's independent auditor. Mr. Bradshaw commits a
significant amount of time to the Fund as a Director, in addition to in his
capacity as President of the Investment Adviser. The Board values his strong
moral character and integrity.

Thomas H. Lenagh. Mr. Lenagh has been involved in the investment company and
financial industry for over 40 years, including as a member of the Board of
Directors of the Merrill Lynch Funds for over ten years. Earlier in his career,
Mr. Lenagh served as the Chief Executive Officer of a public company for
approximately five years. In addition, to the Cornerstone Funds Boards, he
serves on the Boards of three other public companies. Mr. Lenagh is a Chartered
Financial Analyst. Mr. Lenagh provides the Board with effective business
judgment and an ability to interact effectively with the other Directors, as
well as with the Investment Adviser, other service providers, counsel and the
Fund's independent auditor. Mr. Lenagh has demonstrated a willingness to commit
the time necessary to serve as an effective Director. The Board values his
strong moral character and integrity.

Edwin Meese III. Mr. Meese holds the Ronald Reagan Chair in Public Policy at The
Heritage Foundation and is also the Chairman of The Heritage Foundation's Center
for Legal and Judicial Studies. He is the former chairman of the governing board
of George Mason University in Virginia and serves on the board of several civic
and educational organizations. Previously, Mr. Meese served as the 75th Attorney
General of the United States and immediately prior to that as Counsellor to the
President of the United States for Ronald Reagan. Mr. Meese provides the Board
with effective business judgment and an ability to interact effectively with the
other Directors, as well as with the Investment Adviser, other service
providers, counsel and the Fund's independent auditor. Mr. Meese has
demonstrated a willingness to commit the time necessary to serve as an effective
Director. The Board values his strong moral character and integrity.

Scott B. Rogers. Reverend Rogers has been the Executive Director of a regional
community ministry organization for over 30 years. In addition to the leadership
and management skills obtained through this work, he contributes a non-profit
perspective and community insight to the Board's discussions and deliberations,
which provides desirable diversity. Mr. Rogers provides the Board with effective
business judgment and an ability to interact effectively with the other
Directors, as well as with the Investment Adviser, other service providers,
counsel and the Fund's independent auditor. Mr. Rogers has demonstrated a
willingness to commit the time necessary to serve as an effective Director. The
Board values his strong moral character and integrity.

Andrew A. Strauss. Mr. Strauss is an experienced attorney with a securities law
background. He currently manages a law firm specializing in estate planning,
probate and estate administration. In addition, Mr. Strauss served in an
executive capacity with a large public company for over nine years. He is a
graduate of the Wharton School of the University of Pennsylvania and Georgetown
University Law Center. Mr. Strauss provides the Board with effective business
judgment and an ability to interact effectively with the other Directors, as
well as with the Investment Adviser, other service providers, counsel and the
Fund's independent auditor. Mr. Strauss has demonstrated a willingness to commit
the time necessary to serve as an effective Director. The Board values his
strong moral character and integrity.

Glenn W. Wilcox, Sr. Mr. Wilcox has been a business owner for over 55 years. He
has previous business experience in the real estate development, radio and oil
and gas exploration industries. He serves on the Board of Directors and Audit
Committee of another public company. From 1996 until 2004, Mr. Wilcox was a
member of the Board of Appalachian State University, and was Chairman of the
Board from 2001-2003. He has been a private investor in public equities for over
50 years. Mr. Wilcox provides the Board with effective business judgment and an
ability to interact effectively with the other Directors, as well as with the
Investment Adviser, other service providers, counsel and the Fund's independent
auditor. Mr. Wilcox has demonstrated a willingness to commit the time necessary
to serve as an effective Director. The Board values his strong moral character
and integrity.

Specific details regarding each Director's principal occupations during the past
five years are included in the table above. The summaries set forth above as to
the experience, qualifications, attributes and/or skills of the Directors do not
constitute holding out the Board or any Director as having any special expertise
or experience, and do not impose any greater responsibility or liability on any
such person or on the Board as a whole than would otherwise be the case.

The following table sets forth, for each Director, the aggregate dollar range
of equity securities owned of the Fund and of all Funds overseen by each
Director in the Fund Complex as of December 31, 2010. The information as to
beneficial ownership is based on statements furnished to the Fund by each
Director.

Aggregate Dollar Range of Equity
Dollar Range of Equity Securities In All Funds Overseen by
Name in the Fund Directors in Fund Complex
-----------------------------------------------------------------------------------------------

NON-INTERESTED DIRECTORS

Thomas H. Lenagh 0 $1-$10,000

Edwin Meese III 0 0

Scott B. Rogers 0 Over $100,000

Andrew A. Strauss $1-$10,000 $1-$10,000

Glenn W. Wilcox Sr. $1-$10,000 $10,001-$50,000

INTERESTED DIRECTOR

Ralph W. Bradshaw $10,001-$50,000 Over $100,000

EXECUTIVE OFFICERS

In addition to Mr. Bradshaw, the current principal officers of the Fund are:

Name and
Address (1) Term of
(Birth Date) Position with Fund Office Since Principal Occupation Over Past 5 Years
-------------------------------------------------------------------------------------------------------------------------

Gary A. Bentz Chief Compliance 2004, 2008, 2009 Chairman and Chief Financial Officer of
(June 1956) Officer; Secretary, and Cornerstone Advisors, Inc.; Financial
Assistant Treasurer Consultant, C.P.A.; Chief Compliance Officer,
Secretary, and Assistant Treasurer of Cornerstone
Strategic Value Fund, Inc. and Cornerstone
Progressive Return Fund

Frank J. Maresca Treasurer 2009 Executive Vice President of Ultimus Fund
(October 1958) Solutions, LLC (since March 2009); previous
Executive Director, JP Morgan Chase & Co.;
previous President of Bear Stearns Funds
Management Inc.; previous Senior Managing
Director of Bear Stearns & Co. Inc.; Treasurer
of Cornerstone Strategic Value Fund, Inc. and
Cornerstone Progressive Return Fund (since
May 2009)

(1) The officers' address with respect to Fund operations is the same as the
Fund's.

Under the federal securities laws, the Fund is required to provide to
Stockholders in connection with the Meeting information regarding compensation
paid to Directors by the Fund as well as by the various other U.S. registered
investment companies advised by the Fund's investment adviser during its prior
calendar year. The following table provides information concerning the
compensation paid during the year ended December 31, 2010, to each Director of
the Fund in their capacities solely as a Director of the Fund. This information
does not reflect any additional monies received for a named individual serving
in any other capacity to the Fund. Please note that the Fund has no bonus,
profit sharing, pension or retirement plans.

Aggregate Compensation Total Compensation From Fund and
Name of Director Director Since From Fund Fund Complex* Paid to Director
--------------------------------------------------------------------------------------------------------------------

Glenn W. Wilcox, Sr. 2001 $10,000 $45,000

Andrew A. Strauss 2001 $10,000 $45,000

Edwin Meese III 2001 $10,000 $45,000

Scott B. Rogers 2001 $10,000 $45,000

Thomas H. Lenagh 2002 $10,000 $45,000

Ralph W. Bradshaw 2001 0 0

* For compensation purposes, Fund Complex refers to the Fund, Cornerstone
Strategic Value Fund, Inc., and Cornerstone Progressive Return Fund, all
of which were managed by Cornerstone Advisors, Inc. during the year ended
December 31, 2010.

Director Transactions with Fund Affiliates. As of December 31, 2010, neither
the Independent Directors nor members of their immediate family owned securities
beneficially or of record in Cornerstone Advisers, Inc., or an affiliate of
Cornerstone Advisors, Inc. Furthermore, over the past five years, neither the
Independent Directors nor members of their immediate family have any direct or
indirect interest, the value of which exceeds $120,000, in Cornerstone Advisors,
Inc. or any of its affiliates. In addition, since the beginning of the last two
fiscal years, neither the Independent Directors nor members of their immediate
family have conducted any transactions (or series of transactions) or maintained
any direct or indirect relationship in which the amount involved exceeds
$120,000 and to which Cornerstone Advisors, Inc. or any affiliate thereof was a
party.

BOARD COMPOSITION AND LEADERSHIP STRUCTURE

The Board consists of six individuals, one of whom is an Interested Director.
The Chairman of the Board, Mr. Bradshaw, is the Interested Director and is the
President of the Fund, the President of the Investment Adviser, and is the
President and a director or trustee of Cornerstone Strategic Value Fund, Inc.
and Cornerstone Progressive Return Fund, respectively. The Board does not have a
lead independent director.

The Board believes that its structure facilitates the orderly and efficient flow
of information to the Directors from the Investment Adviser and other service
providers with respect to services provided to the Fund, potential conflicts of
interest that could arise from these relationships and other risks that the Fund
may face. The Board further believes that its structure allows all of the
Directors to participate in the full range of the Board's oversight
responsibilities. The Board believes that the orderly and efficient flow of
information and the ability to bring each Director's talents to bear in
overseeing the Fund's operations is important, in light of the size and
complexity of the Fund and the risks that the Fund faces. The Board and its
committees review their structure regularly, to help ensure that it remains
appropriate as the business and operations of the Fund and the environment in
which the Fund operates changes.

Currently, the Board has an Audit Committee and a Nominating and Corporate
Governance Committee. The responsibilities of each committee and its members are
described below. Each of the Directors attended at least seventy-five (75%)
percent of the four (4) meetings of the Board of Directors and four (4) meetings
of its committees (including regularly scheduled and special meetings) held
during the period for which he was a member. The Board does not have a policy
regarding Directors' attendance at the annual stockholders meeting, but all are
invited to attend. Last year, two Directors attended the annual meeting.

THE AUDIT COMMITTEE

The Fund has a standing Audit Committee (the "Committee"), which is comprised
of Messrs. Wilcox, Sr., Lenagh, Meese, Rogers and Strauss, all of whom are
directors who are not interested persons of the Fund, as such term is defined in
Section 2(a)(19) of the Investment Company Act. The Committee has a written
charter. The principal functions of the Audit Committee include but are not
limited to, (i) the oversight of the accounting and financial reporting
processes of the Fund and its internal control over financial reporting; (ii)
the oversight of the quality and integrity of the Fund's financial statements
and the independent audit thereof; and (iii) the approval, prior to the
engagement of, the Fund's independent registered public accounting firm and, in
connection therewith, to review and evaluate the qualifications, independence
and performance of the Fund's independent registered public accounting firm. The
Audit Committee convened four (4) times during the 2010 calendar year.

The Audit Committee currently does not have an Audit Committee Financial
Expert, as such term is defined in Section 407 of the Sarbanes-Oxley Act of
2002. Rather, the Audit Committee members believe that each of their individual
experiences provide the Audit Committee with sufficient experience and expertise
to allow them to perform their duties as members of the Audit Committee.

THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

The Fund has a standing Nominating and Corporate Governance Committee (the
"Committee"), which is comprised of Messrs. Wilcox, Sr., Lenagh, Meese, Rogers
and Strauss, all of whom are directors who are not interested persons of the
Fund, as such term is defined in Section 2(a)(19) of the Investment Company Act.
The Committee has a written charter. In addition to its responsibility to
oversee the corporate governance of the Fund, the Committee is appointed to
identify and select qualified candidates that have exhibited strong decision
making ability, substantial business experience, relevant knowledge of the
investment company industry (including closed-end funds), skills or
technological expertise and exemplary personal integrity and reputation. In
addition, the Committee seeks candidates that have experience and knowledge
involving all of the service providers of a registered investment company.

The Committee will consider all nominees recommended by Stockholders of the
Fund, so long as Stockholders send their recommendations in writing to the
Secretary of the Fund in a manner consistent with the Fund's By-laws. The
Committee will seek candidates for the Board that have exhibited strong
decision-making ability, substantial business experience, relevant knowledge,
skills or technological expertise, and exemplary personal integrity and
reputation. Specifically, the Committee assesses all director nominees taking
into account several factors, including, but not limited to, issues such as the
current needs of the Board and the nominee's: (i) integrity, honesty, and
accountability; (ii) successful leadership experience and strong business
acumen; (iii) forward-looking, strategic focus; (iv) collegiality; (v)
independence and absence of conflicts of interests; and (vi) ability to devote
necessary time to meet director responsibilities. The Committee does not have a
policy with regard to considering diversity when identifying candidates for
election, but would expect to consider racial, gender and professional
experience diversity when identifying future candidates. The Committee will
ultimately recommend nominees that it believes will enhance the Board's ability
to oversee, in an effective manner, the affairs and business of the Fund. The
Committee will consider and evaluate Stockholder-recommended candidates by
applying the same criteria used to evaluate director- recommended candidates.
The deadline for submitting a Stockholder proposal for inclusion in the Fund's
proxy statement and proxy for the Fund's 2012 annual meeting of Stockholders
pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, is
November 2, 2011. Stockholders wishing to submit proposals or director
nominations that are to be included in such proxy statement and proxy must
deliver notice to the Secretary at the principal executive offices of the Fund
no later than the close of business on November 2, 2011. Stockholders are also
advised to review the Fund's By-laws, which contain additional requirements with
respect to advance notice of stockholder proposals and director nominations.

In 2011, the Committee met and discussed the nomination of the Directors of the
Fund for the 2011 Annual Meeting of Stockholders. Each Nominee was recommended
by the non-interested Directors. The Nominating and Corporate Governance
Committee convened (4) times during the 2010 calendar year.

BOARD'S ROLE IN RISK OVERSIGHT OF THE FUND

The Board oversees risk management for the Fund directly and, as to certain
matters, through its Audit and Nominating and Corporate Governance Committees.
The Board exercises its oversight in this regard primarily through requesting
and receiving reports from and otherwise working with the Fund's senior officers
(including the Fund's Chief Compliance Officer), portfolio management personnel
of the Adviser, the Fund's independent auditors, legal counsel and personnel
from the Fund's other service providers. The Board has adopted, on behalf of the
Fund, and periodically reviews with the assistance of Fund personnel, policies
and procedures designed to address certain risks associated with the Fund's
activities. In addition, the Adviser and the Fund's other service providers also
have adopted policies, processes and procedures designed to identify, assess and
manage certain risks associated with the Fund's activities, and the Board
receives reports from service providers with respect to the operation of these
policies, processes and procedures as required and/or as the Board deems
appropriate. The Board does not believe that a separate Risk Oversight Committee
is necessary for effective risk oversight at this time, but intends to
continuously evaluate how it assesses risk and consider whether any changes to
the current structure are prudent.

REQUIRED VOTE

Directors are elected by a plurality (a simple majority of the votes cast at
the meeting) of the votes cast by the holders of shares of common stock of the
Fund present in person or represented by proxy at a meeting with a quorum
present. For purposes of the election of Directors, abstentions and broker
non-votes will be counted as shares present for quorum purposes, may be
considered votes cast, and may affect the plurality vote required for Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE ELECTION
OF MESSRS. RALPH W. BRADSHAW, THOMAS H. LENAGH, EDWIN MEESE III, SCOTT B.
ROGERS, ANDREW A. STRAUSS, AND GLENN W. WILCOX, SR. AS DIRECTORS OF THE FUND.

AUDIT COMMITTEE REPORT

In 2011, the Audit Committee met with the Fund's Administrator Ultimus Fund
Solutions, LLC, and the Fund's independent registered public accounting firm,
Tait, Weller & Baker LLP, to discuss and review the Fund's audited financial
statements for the calendar year ended December 31, 2010. The Fund's independent
registered public accounting firm represented to the Audit Committee that the
Fund's financial statements were prepared in accordance with U.S. generally
accepted accounting principles, and the Audit Committee has reviewed and
discussed the financial statements with the Fund's Administrator and its
independent registered public accounting firm. The Audit Committee also
discussed with the independent registered public accounting firm matters
required to be discussed by Statement on Auditing Standards No. 61.

The Fund's independent registered public accounting firm also provided to the
Audit Committee the written disclosures required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and the Audit
Committee discussed with the independent registered public accounting firm their
independence, in light of the services they were providing.

Based upon the Audit Committee's discussion with the Fund's Administrator and
the independent registered public accounting firm and the Audit Committee's
review of the representations and report of the independent registered public
accounting firm to the Audit Committee, the Audit Committee recommended that the
Board of Directors include the audited financial statements in the Fund's Annual
Report for the calendar year ended December 31, 2010 filed with the Securities
and Exchange Commission ("SEC").

This Audit Committee report shall not be deemed incorporated by reference in
any document previously or subsequently filed with the SEC that incorporates by
reference all or any portion of this proxy statement except to the extent that
the Fund specifically requests that the report be specifically incorporated by
reference.

The Audit Committee of the Board of Directors has selected Tait, Weller & Baker
LLP to be employed as the Fund's independent registered public accounting firm
to make the annual audit and to report on, as may be required, the financial
statements which may be filed by the Fund with the SEC during the ensuing year.

Respectfully submitted,

Glenn W. Wilcox, Sr.
Andrew A. Strauss
Scott B. Rogers
Edwin Meese III
Thomas H. Lenagh

RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Fund's independent registered public accounting firm for the calendar year
ended December 31, 2010, was the firm of Tait, Weller & Baker LLP. The Audit
Committee has selected Tait, Weller & Baker LLP to be the Fund's registered
public accounting firm for the calendar year ending December 31, 2011.

A representative of Tait, Weller & Baker LLP is not expected to be present at
the Annual Meeting of Stockholders or make a statement, but may be available by
telephone to respond to appropriate questions from Stockholders.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Aggregate fees for professional services rendered for the Fund by Tait, Weller
& Baker LLP as of or for the year ended December 31, 2010 and 2009 were:

Service 2010 2009
--------------------------------------------------------------------------------
Audit Fees $ 14,100 $ 14,100

Audit-Related Fees 0 0

Tax Fees (1) 3,000 3,000

All Other Fees 0 0

Total $ 17,100 $ 17,100

(1) Tax services in connection with the Fund's excise tax calculations and
review of the Fund's applicable tax returns.

All of the services performed by the Fund's independent registered public
accounting firm, including audit related and non-audit related services, were
pre-approved by the Audit Committee, as required under the Audit Committee
Charter. Audit Fees for the years ended December 31, 2010 and 2009 were for
professional services rendered for the audits of the financial statements of the
Fund, reviews, and issuances of consents, and assistance with review of
documents filed with the SEC. Tax Fees for the years ended December 31, 2010 and
2009 were for services performed in connection with income and excise tax
services other than those directly related to the audit of the income tax
accrual.

The Audit Committee has considered and determined that the services provided by
Tait, Weller & Baker LLP are compatible with maintaining Tait, Weller & Baker
LLP's independence. The aggregate fees included in Audit Fees are fees billed
for the calendar year for the audit of the Fund's annual financial statements.
Of the time expended by the Fund's independent registered public accounting firm
to audit the Fund's financial statements for the calendar year ended December
31, 2010, less than 50% of such time involved work performed by persons other
than the independent registered public accounting firm's full time, permanent
employees. Tait, Weller & Baker LLP did not perform any services on behalf of
Cornerstone Advisors, Inc.

INFORMATION PERTAINING TO THE FUND'S INVESTMENT ADVISER AND ADMINISTRATOR

THE INVESTMENT ADVISER

Cornerstone Advisors, Inc. has acted as the Fund's Investment Adviser
("Investment Adviser") since January 2, 2002, and has its principal office at
1075 Hendersonville Road, Suite 250, Asheville, NC 28803. Cornerstone Advisors,
Inc. was organized in February, 2001, to provide investment management services
to closed-end investment companies and is registered with the SEC under the
Investment Advisers Act of 1940, as amended. Cornerstone Advisors, Inc. is the
Investment Adviser to two other closed-end funds, Cornerstone Strategic Value
Fund, Inc. and Cornerstone Progressive Return Fund. Messrs. Bradshaw and Bentz
are the only stockholders of the Investment Adviser.

Mr. Bradshaw is President and Chairman of the Board of Directors of the Fund.
Mr. Bentz is Chief Compliance Officer, Secretary, and Assistant Treasurer of the
Fund.

THE ADMINISTRATOR

Ultimus Fund Solutions, LLC, whose address is 350 Jericho Turnpike, Suite 206,
Jericho, NY 11753, currently acts as the Administrator of the Fund.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and
Section 30(h) of the Investment Company Act in combination require the Fund's
directors and officers, persons who own more than ten (10%) of the Fund's Common
Stock, and the Fund's Investment Adviser and its directors and officers, to file
reports of ownership and changes in ownership with the SEC. The Fund believes
that the Fund's directors and officers, the Fund's Investment Adviser and its
directors and officers have complied with all applicable filing requirements
during the year ended December 31, 2010.

INFORMATION PERTAINING TO CERTAIN STOCKHOLDERS

The following table sets forth the beneficial ownership of shares of the Fund
by each person known to the Fund to be deemed the beneficial owner of more than
five (5%) percent of the outstanding shares of the Fund at the close of business
on December 31, 2010:

Name and Address of Beneficial Owner Shares of Common Stock Beneficially Owned
------------------------------------ -----------------------------------------
None

Additionally, on February 16, 2011 Cede & Co., a nominee for participants in
the Depository Trust Company, held of record 3,682,721 shares of the Fund, equal
to approximately 94.4% of the outstanding shares of the Fund. All the directors
and executive officers of the Fund, as of the date of this proxy, owned less
than 1% of the outstanding shares of the Fund.

ADDITIONAL INFORMATION

The Proxy Statement does not contain all of the information set forth in the
registration statements and the exhibits relating thereto which the Funds have
filed with the SEC, under the Exchange Act and the Investment Company Act, to
which reference is hereby made.

The Fund is subject to the informational requirements of the Exchange Act and
in accordance therewith, files reports and other information with the SEC.
Reports, proxy statements, registration statements and other information filed
by the Fund can be inspected and copied at the public reference facilities of
the SEC in Washington, DC. Copies of such materials also can be obtained by mail
from the Public Reference Branch, Office of Consumer Affairs and Information
Services, SEC, 100 F Street, NE, Washington, DC 20594, at prescribed rates.

OTHER BUSINESS

The Board of Directors of the Fund does not know of any other matter which may
come before the Meeting, but should any other matter requiring a vote of
Stockholders arise, including any questions as to the adjournment of the
Meeting, it is the intention of the persons named in the proxy to vote the
proxies in accordance with their judgment on that matter in the interest of the
Fund.

PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS

All proposals by Stockholders of the Fund which are intended to be presented at
the Fund's next Annual Meeting of Stockholders, to be held in the year 2012,
must be received by the Fund addressed to Cornerstone Total Return Fund, Inc.,
c/o Ultimus Fund Solutions, LLC, 350 Jericho Turnpike, Suite 206, Jericho, NY
11753,in advance of the meeting as set forth in this document.

CORNERSTONE TOTAL RETURN FUND, INC.

Gary A. Bentz, Secretary

Dated: March 1, 2011

APPENDIX A

CORNERSTONE STRATEGIC VALUE FUND, INC.
CORNERSTONE TOTAL RETURN FUND, INC.
CORNERSTONE PROGRESSIVE RETURN FUND
COLLECTIVELY, THE "FUNDS"

AUDIT COMMITTEES CHARTER:

I. AUDIT COMMITTEE MEMBERSHIP AND QUALIFICATIONS

The Audit Committees of the Cornerstone Strategic Value Fund, Inc., the
Cornerstone Total Return Fund, Inc. and the Cornerstone Progressive Return Fund,
each shall consist of at least three members appointed by the respective Boards.
The Boards may replace members of the respective Audit Committees for any
reason.

No member of a Fund's Audit Committee shall be an "interested person" of
that Fund, as that term is defined in Section 2(a)(19) of the Investment Company
Act of 1940, nor shall any member receive any compensation from the Fund except
compensation for service as a member of the Fund's Board of Directors or Board
of Trustees (either, the "Board") or a committee of the Board.

The Boards shall determine annually whether any member of the Audit
Committees are an "audit committee financial expert" as defined in Item 3 of
Form N-CSR.

II. PURPOSES OF THE AUDIT COMMITTEE

The purposes of the Audit Committees are:

(a) to oversee the accounting and financial reporting processes of the
respective Fund and its internal control over financial reporting and,
as the Committee deems appropriate, to inquire into the internal
control over financial reporting of certain third-party service
providers;

(b) to oversee, or, as appropriate, assist Board oversight of, the quality
and integrity of a Fund's financial statements and the independent
audit thereof;

(c) to oversee, or, as appropriate, assist Board oversight of, a Fund's
compliance with legal and regulatory requirements that relate to a
Fund's accounting and financial reporting, internal control over
financial reporting and independent audits;

(d) to approve prior to appointment the engagement of a Fund's independent
auditors and, in connection therewith, to review and evaluate the
qualifications, independence and performance of a Fund's independent
auditors; and

(e) to act as a liaison between a Fund's independent auditors and the full
Board.

The independent auditors for a Fund shall report directly to the
respective Audit Committee.

III. DUTIES AND POWERS OF THE AUDIT COMMITTEES

To carry out its purposes, the Audit Committees shall have the following
duties and powers:

(a) to approve prior to appointment the engagement of auditors to annually
audit and provide their opinion on a Fund's financial statements, to
recommend to those Board members who are not "interested persons" (as
that term is defined in Section 2(a)(19) of the Investment Company
Act) the selection, retention or termination of a Fund's independent
auditors and, in connection therewith, to review and evaluate matters
potentially affecting the independence and capabilities of the
auditors. In evaluating the auditor's qualifications, performance and
independence, the Audit Committee must, among other things, obtain and
review a report by the auditor, at least annually, describing the
following items:

(i) all relationships between the independent auditor and a Fund, as
well as a Fund's investment adviser or any control affiliate of
the adviser that provides ongoing services to a Fund;

(ii) any material issues raised by the most recent internal quality
control review, or peer review, of the audit firm, or by any
inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting one or
more independent audits carried out by the firm, and any steps
taken to deal with any such issues; and

(iii) the audit firm's internal quality-control procedures.

It is a responsibility of each Audit Committee to engage actively
in a dialogue with the auditors with respect to any disclosed
relationship or services that may impact the objectivity and
independence of the auditor and to take, or recommend that the full
Board take, appropriate action to oversee the independence of the
auditor.

(b) to approve prior to appointment the engagement of the auditor to
provide other audit services to a Fund or to provide non-audit
services to a Fund, its investment adviser or any entity controlling,
controlled by, or under common control with the investment adviser
("adviser affiliate") that provides ongoing services to a Fund, if the
engagement relates directly to the operations and financial reporting
of a Fund;

(c) to develop, to the extent deemed appropriate by an Audit Committee,
policies and procedures for pre-approval of the engagement of a Fund's
auditors to provide any of the services described in (b) above;

(d) to consider the controls applied by the auditors and any measures
taken by management in an effort to assure that all items requiring
preapproval by an Audit Committee are identified and referred to the
Committee in a timely fashion;

(e) to consider whether the non-audit services provided by a Fund's
auditor to the Fund's investment adviser or any adviser affiliate that
provides ongoing services to a Fund, which services were not pre
approved by an Audit Committee, are compatible with maintaining the
auditor's independence;

(f) to review the arrangements for and scope of the annual audit and any
special audits;

(g) to review and approve the fees proposed to be charged to a Fund by the
auditors for each audit and non-audit service;

(h) to consider information and comments from the auditors with respect to
a Fund's accounting and financial reporting policies, procedures and
internal control over financial reporting (including a Fund's critical
accounting policies and practices), to consider management's responses
to any such comments and, to the extent an Audit Committee deems
necessary or appropriate, to promote improvements in the quality of a
Fund's accounting and financial reporting;

(i) to consider information and comments from the auditors with respect
to, and meet with the auditors to discuss any matters of concern
relating to, a Fund's financial statements, including any adjustments
to such statements recommended by the auditors, and to review the
auditors' opinion on a Fund's financial statements

(j) to resolve disagreements between management and the auditors regarding
financial reporting;

(k) to consider any reports of difficulties that may have arisen in the
course of the audit, including any limitations on the scope of the
audit, and management's response thereto;

(l) to review with a Fund's principal executive officer and/or principal
financial officer in connection with required certifications on Form
N-CSR any significant deficiencies in the design or operation of
internal control over financial reporting or material weaknesses
therein and any reported evidence of fraud involving management or
other employees who have a significant role in a Fund's internal
control over financial reporting;

(m) to establish procedures for the receipt, retention and treatment of
complaints received by a Fund relating to accounting, internal
accounting controls, or auditing matters, and the confidential,
anonymous submission by employees of a Fund, its investment adviser,
administrator, principal underwriter, or any other provider of
accounting related services for the Fund of concerns about accounting
or auditing matters, and to address reports from attorneys or auditors
of possible violations of federal or state law or fiduciary duty;

(n) to set clear policies relating to the hiring by entities within a
Fund's investment company complex of employees or former employees of
the independent auditors;

(o) to investigate or initiate an investigation of reports of
improprieties or suspected improprieties in connection with a Fund's
accounting or financial reporting;

(p) to report its activities to the full Board on a regular basis and to
make such recommendations with respect to the above and other matters
as the Audit Committee may deem necessary or appropriate; and

(q) to perform such other functions and to have such powers as may be
necessary or appropriate in the efficient and lawful discharge of the
powers provided in this Charter.

The Audit Committees shall have the resources and authority appropriate to
discharge its responsibilities, including appropriate funding, as determined by
the Committee, for payment of compensation to the auditors for the purpose of
conducting the audit and rendering their audit report, the authority to retain
and compensate special counsel and other experts or consultants as the Committee
deems necessary, and the authority to obtain specialized training for Audit
Committee members, at the expense of a Fund, as appropriate.

The Audit Committees may delegate any portion of its authority, including
the authority to grant pre-approvals of audit and permitted non-audit services,
to a subcommittee of one or more members. Any decisions of the subcommittee to
grant pre-approvals shall be presented to the full Audit Committee at its next
regularly scheduled meeting.

IV. ROLE AND RESPONSIBILITIES OF THE AUDIT COMMITTEES

The function of the Audit Committees are oversight; it is management's
responsibility to maintain appropriate systems for accounting and internal
control over financial reporting, and the auditor's responsibility to plan and
carry out a proper audit. Specifically, each Fund's management is responsible
for: (1) the preparation, presentation and integrity of the Fund's financial
statements; (2) the maintenance of appropriate accounting and financial
reporting principles and policies; and (3) the maintenance of internal control
over financial reporting and other procedures designed to assure compliance with
accounting standards and related laws and regulations. The independent auditors
are responsible for planning and carrying out an audit consistent with
applicable legal and professional standards and the terms of their engagement
letter. Nothing in this Charter shall be construed to reduce the
responsibilities or liabilities of a Fund's service providers, including the
auditors.

Although the Audit Committees are expected to take a detached and
questioning approach to the matters that come before it, the review of a Fund's
financial statements by the Audit Committee is not an audit, nor does the
Committee's review substitute for the responsibilities of a Fund's management
for preparing, or the independent auditors for auditing, the financial
statements. Members of the Audit Committee are not full-time employees of a Fund
and, in serving on a Committee, are not, and do not hold themselves out to be,
acting as accountants or auditors. As such, it is not the duty or responsibility
of the Committee or its members to conduct "field work" or other types of
auditing or accounting reviews or procedures.

In discharging their duties the members of the Audit Committees are
entitled to rely on information, opinions, reports, or statements, including
financial statements and other financial data, if prepared or presented by: (1)
one or more officers of the Fund whom the director reasonably believes to be
reliable and competent in the matters presented; (2) legal counsel, public
accountants, or other persons as to matters the director reasonably believes are
within the person's professional or expert competence; or (3) a Board committee
of which the director is not a member.

V. OPERATIONS OF THE AUDIT COMMITTEES

(a) Each Audit Committee shall meet on a regular basis as often as
necessary to fulfill its responsibilities, including at least annually
in connection with the issuance of the Funds' audited financial
statements. The chair or a majority of the members shall be authorized
to call a meeting of the Audit Committee and send notice thereof.

(b) Each Audit Committee shall ordinarily meet in person; however, members
may attend telephonically, and the Committee may act by written
consent, to the extent permitted by law and by the Fund's bylaws.

(d) Each Audit Committee shall regularly meet, in separate executive
sessions, with representatives of Fund management, a Fund's internal
auditors or other personnel responsible for a Fund's internal audit
function (if any) and the Fund's independent auditors. The Committee
may also request to meet with internal legal counsel and compliance
personnel of a Fund's investment adviser and with entities that
provide significant accounting or administrative services to a Fund to
discuss matters relating to the Fund's accounting and compliance as
well as other Fund-related matters.

(e) Each Audit Committee shall prepare and retain minutes of its meetings
and appropriate documentation of decisions made outside of meetings by
delegated authority.

(f) Each Audit Committee may select one of its members to be the chair and
may select a vice chair.

(g) A majority of the members of each Audit Committee shall constitute a
quorum for the transaction of business at any meeting of the
Committee. The action of a majority of the members of an Audit
Committee present at a meeting at which a quorum is present shall be
the action of the Committee.

(h) The Board shall adopt and approve this Charter and may amend it on the
Board's own motion. Each Audit Committee shall review this Charter at
least annually and recommend to the full Board any changes the
Committee deems appropriate.

APPENDIX B

CORNERSTONE STRATEGIC VALUE FUND, INC.
CORNERSTONE TOTAL RETURN FUND, INC.
CORNERSTONE PROGRESSIVE RETURN FUND

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER

PURPOSE

The Nominating and Corporate Governance Committee (the "Committee") of each of
Cornerstone Strategic Value Fund, Inc., Cornerstone Total Return Fund, Inc. and
Cornerstone Progressive Return Fund (each a "Corporation" or collectively the
"Corporations") is appointed by each Corporation's Board to assist in carrying
out its responsibilities relating to (i) the identification and selection of
qualified individuals to become Board members and members of Board committees;
and (ii) the development, adoption and periodic monitoring/updating of corporate
governance principles and policies.

Each Committee is also responsible for producing a report to enable the
respective Corporation to make the required disclosures in the Corporation's
proxy statement, in accordance with applicable rules and regulations, regarding
the nominations process and the work of this Committee.

COMPOSITION

Each Committee will consist of no fewer than two members. All members of the
Committee must satisfy the independence requirements of the American Stock
Exchange LLC ("AMEX") and other applicable regulatory requirements.

Each Board shall appoint the members of the Committee. Subject to earlier
removal by the Board, each member shall serve until he or she is no longer a
director of the Corporation, and until his or her successor shall have been duly
elected and qualified. A Committee member may be removed by the Corporation's
Board at any time in its discretion, whereupon the resulting vacancy shall be
filled by the Board. The Committee members shall elect a chairperson by a vote
of a majority of the full Committee, or, if the members have failed to do so,
then the Board shall designate a chairperson.

Each Committee may form and delegate authority to subcommittees of this
Committee when appropriate.

STRUCTURE AND MEETINGS

The chairperson shall, after consultation with the other members of the
Committee, (i) determine the dates, times and places for meetings of the
Committee, and (ii) set the agenda for each meeting. The Committee shall hold at
least one meeting each year, and such additional meetings as the chairperson
determines are warranted under the circumstances in order for the Committee to
fulfill its mandate. The chairperson of the respective Committee shall preside
at each meeting of the Committee, except that in the absence of the chairperson
at any particular meeting, then the Committee member designated by the
chairperson shall preside at such meeting. A majority of the total number of
Committee members then in office shall constitute a quorum for the transaction
of committee business and all matters to be decided by the Committee shall be
decided by the affirmative vote of a majority of the members present in person
or by proxy at a duly called meeting of the Committee.

DUTIES AND RESPONSIBILITIES

Each Committee shall have the following power, authority and responsibilities:

1. Identify individuals qualified to become Board members and members of
Board committees (including members to fill vacancies), consistent
with criteria approved by the Board, and to recommend particular
director nominees to the Board (including nominations for re-election
of continuing/incumbent directors) for the next annual meeting of
shareholders, except if and to the extent the Corporation is legally
required by contract or otherwise to provide third parties with the
ability to nominate directors (in which case the selection and
nomination of such directors need not be subject to action by this
Committee). Each Committee will seek candidates for the Board that
have exhibited strong decision-making ability, substantial business
experience, relevant knowledge, skills or technological expertise and
exemplary personal integrity and reputation. Each Committee will have
the sole authority to retain and terminate any search firm to be used
to assist the Committee, and will have sole authority to approve the
firm's fees and other retention terms. Each Committee will also have
authority to obtain advice and assistance from internal or external
legal, accounting or other advisors at the Corporation's expense and
will have sole authority to approve the any such advisor's fees and
other retention terms.

2. Develop and recommend to the respective Corporation's Board a set of
corporate governance guidelines and principles applicable to the
Corporation, including, without limitation, (i) a requirement that the
Corporation's non-management directors meet at regularly scheduled
executive sessions without Corporation management, (ii) director
qualification standards (including qualification standards for service
on Board committees), including independence, (iii) director
responsibilities, including attendance at meetings and advance review
of materials, (iv) director access to management and independent
advisors, (v) director orientation and continuing education; (vi)
management succession, including principles for CEO selection and
performance review; and (vii) annual evaluation of Board and committee
performance.

3. Monitor data submitted to the Board by individual directors that may
impact independence and make recommendations to the Board regarding
action, if any, that may be required in view of such data.

4. Consider and make recommendations to the Board on membership of Board
committees and the responsibilities of those committees to enhance
overall Board performance.

5. Periodically evaluate and make recommendations with respect to: (i)
director qualifications and selection criteria; and (ii) board size
and composition.

6. Periodically review and make recommendations with respect to the
corporate governance guidelines and code of ethics.

7. Review and reassess annually the adequacy of this Charter and
recommend to the Board for approval any proposed changes to this
Charter.

8. Perform such other duties and responsibilities as may be assigned to
the Committee from time to time by the Board.

OPERATING POLICIES

1. Each Committee may, at its discretion, keep the minutes of all
Committee meetings (designating in its discretion such individuals to
record the minutes) and approve them by subsequent action. Each
Committee will circulate the approved minutes, if any are taken, of
the Committee meetings to the full Board for review.

2. Each Committee will determine its rules of procedure in accordance
with the Corporation's principles of corporate governance and the
Corporation's Bylaws.

3. At each regular Board meeting held following a Committee meeting, the
chairperson of the Committee will report to the Board regarding the
actions taken by and the activities and findings of the Committee
since the last Board meeting, as well as any recommendations for
action by the Board when appropriate.

CORNERSTONE TOTAL RETURN FUND, INC.
PROXY CARD FOR THEANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON April 19, 2011

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned stockholder of Cornerstone Total Return Fund, Inc. (the
"Fund") hereby constitutes and appoints Messrs. Andrew A. Strauss, Scott B.
Rogers, and Glenn W. Wilcox, Sr., or any of them, the action of a majority of
them voting to be controlling, as proxy of the undersigned, with full power of
substitution, to vote all shares of common stock of the Fund standing in his or
her name on the books of the Fund at the Annual Meeting of Stockholders of the
Fund to be held at Fifth Floor Conference Room, One West Pack Square, Asheville,
NC 28801, on April 19, 2011 at 11:00 a.m., Eastern Time, or at any adjournment
or postponement thereof, with all the powers which the undersigned would possess
if personally present, as designated on the reverse hereof.

The undersigned hereby revokes any proxy previously given and instructs the
said proxies to vote in accordance with the instructions with respect to the
election of the directors and the consideration and vote of such other matters
as may properly come before the Annual Meeting of Stockholders or any
adjournment or postponement thereof.

This proxy, when properly executed, will be voted in the manner directed
herein by the stockholder. If no such direction is made, the said proxies will
vote FOR Proposal 1 and in their discretion with respect to such other matters
as may properly come before the Annual Meeting of Stockholders, in the interest
of the Fund.

(Continued and to be dated and signed on reverse side)

ANNUAL MEETING OF STOCKHOLDERS OF
CORNERSTONE TOTAL RETURN FUND, INC.
April 19, 2011

NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:

The Notice of Meeting, proxy statement and proxy card are available at
http://www.proxyvote.com

-----

PLEASE SIGN, DATE AND MAIL YOUR PROXY CARD IN THE ENVELOPE PROVIDED AS SOON AS
POSSIBLE.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1 (THE ELECTION OF
DIRECTORS) AND "FOR" PROPOSAL 2.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]

1. To approve the election of six (6) Directors:

NOMINEES:
/ / FOR ALL NOMINEES / / Ralph W. Bradshaw
/ / Thomas H. Lenagh
WITHHOLD AUTHORITY / / Edwin Meese III
/ / FOR ALL NOMINEES / / Scott B. Rogers
/ / Andrew A. Strauss
/ / FOR ALL EXCEPT / / Glenn W. Wilcox, Sr.
(See instructions below)

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark

"FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to
withhold, as shown here: o

2. ______ In their discretion, the proxies are authorized to consider and vote
upon such other matters as may properly come before the said Meeting or any
adjournment thereof.

FOR AGAINST ABSTAIN
/ / / / / /

Your proxy is important to assure a quorum at the Annual Meeting of
Stockholders, whether or not you plan to attend the meeting in person. You may
revoke this proxy at anytime, and the giving of it will not affect your right to
attend the Annual Meeting of Stockholders and vote in person.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.

To change the address on your account, please check the box at right and
indicate your new address in the address space above. [ ] Please note that
changes to the registered name(s) on the account may not be submitted by this
method.

SIGNATURE OF STOCKHOLDER_______________________ DATE___________________

NOTE: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.