CORNERSTONE TOTAL RETURN FUND INC

Regulatory Filings • Aug 5, 2016

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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

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