350 Jericho Turnpike, Suite 206 Jericho, New York
|
11753
|
(Address of principal executive offices)
|
(Zip code)
|
Date of fiscal year end:
|
December 31, 2012
|
Date of reporting period:
|
December 31, 2012
|
ITEM 1.
|
REPORTS TO STOCKHOLDERS.
|
Portfolio Summary
|
1
|
Summary Schedule of Investments
|
2
|
Statement of Assets and Liabilities
|
5
|
Statement of Operations
|
6
|
Statement of Changes in Net Assets
|
7
|
Financial Highlights
|
8
|
Notes to Financial Statements
|
9
|
Report of Independent Registered Public Accounting Firm
|
14
|
Tax Information
|
15
|
Additional Information Regarding the Fund’s Directors and Corporate Officers
|
16
|
Description of Dividend Reinvestment Plan
|
19
|
Proxy Voting and Portfolio Holdings Information
|
21
|
Privacy Policy Notice
|
22
|
Summary of General Information
|
25
|
Stockholder Information
|
25
|
Sector
|
Percent of
Net Assets
|
Closed-End Funds
|
24.0
|
Information Technology
|
13.4
|
Financials
|
9.0
|
Consumer Staples
|
7.3
|
Health Care
|
6.4
|
Consumer Discretionary
|
6.3
|
Energy
|
6.0
|
Industrials
|
5.4
|
Materials
|
2.0
|
Telecommunication Services
|
1.8
|
Utilities
|
1.6
|
Other
|
16.8
|
|
Holding
|
Sector
|
Percent of
Net Assets
|
1.
|
Apple Inc.
|
Information Technology
|
4.1
|
2.
|
Exxon Mobil Corporation
|
Energy
|
3.0
|
3.
|
BlackRock International Growth and Income Trust
|
Closed-End Funds
|
2.4
|
4.
|
Wells Fargo & Company
|
Financials
|
2.2
|
5.
|
Wal-Mart Stores, Inc.
|
Consumer Staples
|
2.1
|
6.
|
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
|
Closed-End Funds
|
2.0
|
7.
|
Microsoft Corporation
|
Information Technology
|
1.9
|
8.
|
International Business Machines Corporation
|
Information Technology
|
1.9
|
9.
|
JPMorgan Chase & Co.
|
Financials
|
1.6
|
10.
|
Oracle Corporation
|
Information Technology
|
1.6
|
Description
|
No. of
Shares
|
Value
|
||||||
EQUITY SECURITIES — 83.14%
|
||||||||
CLOSED-END FUNDS — 24.04%
|
||||||||
CONVERTIBLE SECURITIES — 0.55%
|
||||||||
Total Convertible Securities (a)
|
$ | 280,571 | ||||||
CORE — 0.55%
|
||||||||
Total Core (a)
|
285,433 | |||||||
CORPORATE DEBT FUNDS INVESTMENT GRADE-RATED — 1.72%
|
||||||||
Western Asset/Claymore Inflation-Linked Opportunities & Income Fund
|
27,648 | 364,954 | ||||||
Western Asset/Claymore Inflation-Linked Securities & Income Fund
|
29,732 | 389,786 | ||||||
Other Corporate Debt Funds Investment Grade-Rated (a)
|
130,215 | |||||||
884,955 | ||||||||
DEVELOPED MARKET — 1.08%
|
||||||||
Total Developed Market (a)
|
558,915 | |||||||
EMERGING MARKETS — 1.11%
|
||||||||
Templeton Dragon Fund, Inc.
|
18,500 | 526,140 | ||||||
Other Emerging Markets (a)
|
48,256 | |||||||
574,396 | ||||||||
GENERAL & INSURED LEVERAGED — 0.71%
|
||||||||
Invesco Value Municipal Income Trust
|
21,816 | 366,727 | ||||||
GENERAL BOND — 0.32%
|
||||||||
Total General Bond (a)
|
162,450 | |||||||
Description
|
No. of
Shares
|
Value
|
GLOBAL — 3.80%
|
||||||||
Clough Global Opportunities Fund
|
60,413 | $ | 709,248 | |||||
Delaware Enhanced Global Dividend and Income Fund
|
36,266 | 420,686 | ||||||
Other Global (a)
|
829,214 | |||||||
1,959,148 | ||||||||
GLOBAL INCOME — 0.97%
|
||||||||
Nuveen Multi-Currency Short-Term Government Income Fund
|
39,014 | 502,110 | ||||||
INCOME & PREFERRED STOCK — 1.42%
|
||||||||
Zweig Total Return Fund, Inc. (The)
|
42,804 | 526,917 | ||||||
Other Income & Preferred Stock (a)
|
205,359 | |||||||
732,276 | ||||||||
OPTION ARBITRAGE/OPTIONS STRATEGIES — 9.86%
|
||||||||
BlackRock Enhanced Equity Dividend Trust
|
81,800 | 587,324 | ||||||
BlackRock International Growth and Income Trust
|
171,065 | 1,257,328 | ||||||
Eaton Vance Enhanced Equity Income Fund
|
45,872 | 488,996 | ||||||
Eaton Vance Enhanced Equity Income Fund II
|
48,428 | 505,588 | ||||||
Eaton Vance Tax-Managed Diversified Equity Income Fund
|
66,439 | 622,533 | ||||||
Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund
|
29,700 | 317,493 | ||||||
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
|
119,344 | 1,051,421 | ||||||
Other Option Arbitrage/Options Strategies (a)
|
255,225 | |||||||
5,085,908 |
Description
|
No. of
Shares
|
Value
|
REAL ESTATE — 0.65%
|
||||||||
Neuberger Berman Real Estate Securities Income Fund Inc.
|
73,524 | $ | 337,475 | |||||
SECTOR EQUITY — 1.30%
|
||||||||
BlackRock Real Asset Equity Trust
|
30,131 | 309,144 | ||||||
Other Sector Equity (a)
|
358,705 | |||||||
667,849 | ||||||||
TOTAL CLOSED-END FUNDS
|
12,398,213 | |||||||
CONSUMER DISCRETIONARY — 6.32%
|
||||||||
Comcast Corporation - Class A
|
9,012 | 336,868 | ||||||
Home Depot, Inc. (The)
|
7,500 | 463,875 | ||||||
Walt Disney Company (The)
|
6,500 | 323,635 | ||||||
Other Consumer Discretionary (a)
|
2,134,318 | |||||||
3,258,696 | ||||||||
CONSUMER STAPLES — 7.26%
|
||||||||
Coca-Cola Company (The)
|
20,000 | 725,000 | ||||||
Colgate-Palmolive Company
|
3,500 | 365,890 | ||||||
CVS Caremark Corporation
|
7,000 | 338,450 | ||||||
Philip Morris International, Inc.
|
6,000 | 501,840 | ||||||
Wal-Mart Stores, Inc.
|
16,000 | 1,091,680 | ||||||
Other Consumer Staples (a)
|
722,891 | |||||||
3,745,751 | ||||||||
ENERGY — 6.00%
|
||||||||
Chevron Corporation
|
3,500 | 378,490 | ||||||
ConocoPhillips
|
6,000 | 347,940 | ||||||
Exxon Mobil Corporation
|
18,000 | 1,557,900 | ||||||
Other Energy (a)
|
811,689 | |||||||
3,096,019 |
Description
|
No. of
Shares
|
Value
|
FINANCIALS — 8.96%
|
||||||||
American Express Company
|
8,000 | $ | 459,840 | |||||
JPMorgan Chase & Co.
|
19,200 | 844,224 | ||||||
U.S. Bancorp
|
12,500 | 399,250 | ||||||
Wells Fargo & Company
|
33,000 | 1,127,940 | ||||||
Other Financials (a)
|
1,787,815 | |||||||
4,619,069 | ||||||||
HEALTH CARE — 6.40%
|
||||||||
Abbott Laboratories
|
6,000 | 393,000 | ||||||
Amgen Inc.
|
4,000 | 345,280 | ||||||
Johnson & Johnson
|
6,500 | 455,650 | ||||||
Merck & Company, Inc.
|
16,000 | 655,040 | ||||||
Pfizer, Inc.
|
16,462 | 412,867 | ||||||
Other Health Care (a)
|
1,040,222 | |||||||
3,302,059 | ||||||||
INDUSTRIALS — 5.36%
|
||||||||
3M Company
|
4,000 | 371,400 | ||||||
General Electric Company
|
22,000 | 461,780 | ||||||
Union Pacific Corporation
|
2,500 | 314,300 | ||||||
Other Industrials (a)
|
1,619,135 | |||||||
2,766,615 | ||||||||
INFORMATION TECHNOLOGY — 13.45%
|
||||||||
Apple Inc.
|
4,000 | 2,132,120 | ||||||
Cisco Systems, Inc.
|
20,000 | 393,000 | ||||||
eBay Inc. *
|
7,000 | 357,140 | ||||||
International Business Machines Corporation
|
5,000 | 957,750 | ||||||
Microsoft Corporation
|
36,000 | 962,280 | ||||||
Oracle Corporation
|
24,600 | 819,672 | ||||||
QUALCOMM Incorporated
|
7,000 | 434,140 | ||||||
Visa Inc. - Class A
|
4,000 | 606,320 | ||||||
Other Information Technology (a)
|
273,220 | |||||||
6,935,642 | ||||||||
MATERIALS — 1.96%
|
||||||||
Total Materials (a)
|
1,010,364 |
Description
|
No. of
Shares
|
Value
|
TELECOMMUNICATION SERVICES — 1.82%
|
||||||||
AT&T, Inc.
|
17,589 | $ | 592,925 | |||||
Verizon Communications, Inc.
|
8,000 | 346,160 | ||||||
939,085 | ||||||||
UTILITIES — 1.57%
|
||||||||
Total Utilities (a)
|
808,055 | |||||||
TOTAL EQUITY SECURITIES
|
||||||||
(cost - $38,646,814)
|
42,879,568 | |||||||
SHORT-TERM INVESTMENTS — 25.56%
|
||||||||
MONEY MARKET FUNDS — 25.56%
|
||||||||
Fidelity Institutional Money Market Government Portfolio - Class I, 0.01%^ (cost - $13,185,093)
|
13,185,093 | 13,185,093 | ||||||
TOTAL INVESTMENTS — 108.70%
|
||||||||
(cost - $51,831,907)
|
56,064,661 | |||||||
LIABILITIES IN EXCESS OF OTHER ASSETS — (8.70)%
|
(4,489,741 | ) | ||||||
NET ASSETS — 100.00%
|
$ | 51,574,920 |
+
|
A complete Schedule of Investments is available without charge upon request by calling (513) 326-3597 or on the SEC’s website at http://www.sec.gov.
|
(a)
|
Represents issuers not identified as a top 50 holding in terms of market value and issues or issuers not exceeding 1% of net assets individually or in the aggregate, respectively, as of December 31, 2012.
|
*
|
Non-income producing security.
|
^
|
Variable rate security. The rate shown is the 7-day effective yield as of December 31, 2012.
|
ASSETS
|
||||
Investments, at value (cost – $51,831,907) (Notes B and C)
|
$ | 56,064,661 | ||
Cash
|
2,184 | |||
Receivables:
|
||||
Investments sold
|
340,629 | |||
Dividends
|
50,488 | |||
Total Assets
|
56,457,962 | |||
LIABILITIES
|
||||
Payables:
|
||||
Investments purchased
|
4,705,163 | |||
Investment management fees (Note D)
|
35,185 | |||
Directors' fees and expenses
|
11,329 | |||
Administration fees (Note D)
|
2,720 | |||
Accounting fees (Note D)
|
2,649 | |||
Other accrued expenses
|
125,996 | |||
Total Liabilities
|
4,883,042 | |||
NET ASSETS (applicable to 10,133,239 shares of common stock outstanding)
|
$ | 51,574,920 | ||
NET ASSET VALUE PER SHARE ($51,574,920 ÷ 10,133,239)
|
$ | 5.09 | ||
NET ASSETS CONSIST OF
|
||||
Common stock, $0.001 par value; 10,133,239 shares issued and outstanding
(15,000,000 shares authorized)
|
$ | 10,133 | ||
Paid-in capital
|
49,232,706 | |||
Accumulated net realized loss on investments
|
(1,900,673 | ) | ||
Net unrealized appreciation in value of investments
|
4,232,754 | |||
Net assets applicable to shares outstanding
|
$ | 51,574,920 |
INVESTMENT INCOME
|
||||
Income:
|
||||
Dividends from investments
|
$ | 933,451 | ||
Expenses:
|
||||
Investment management fees (Note D)
|
361,910 | |||
Printing
|
47,371 | |||
Directors' fees and expenses
|
46,312 | |||
Legal and audit fees
|
44,074 | |||
Accounting fees (Note D)
|
38,562 | |||
Administration fees (Note D)
|
36,191 | |||
Transfer agent fees
|
30,488 | |||
Custodian fees
|
8,728 | |||
Insurance
|
5,582 | |||
Stock exchange listing fees
|
3,412 | |||
Miscellaneous
|
3,009 | |||
Total Expenses
|
625,639 | |||
Net Investment Income
|
307,812 | |||
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS
|
||||
Net realized gain from investments
|
1,714,416 | |||
Capital gain distributions from regulated investment companies
|
20,751 | |||
Net change in unrealized appreciation in value of investments
|
2,522,710 | |||
Net realized and unrealized gain on investments
|
4,257,877 | |||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS
|
$ | 4,565,689 |
For the Years Ended December 31,
|
||||||||
2012
|
2011
|
|||||||
INCREASE/(DECREASE) IN NET ASSETS
|
||||||||
Operations:
|
||||||||
Net investment income
|
$ | 307,812 | $ | 73,506 | ||||
Net realized gain/(loss) from investments
|
1,735,167 | (63,160 | ) | |||||
Net change in unrealized appreciation in value of investments
|
2,522,710 | 371,615 | ||||||
Net increase in net assets resulting from operations
|
4,565,689 | 381,961 | ||||||
Dividends and distributions to stockholders (Note B):
|
||||||||
Net investment income
|
(2,042,979 | ) | (73,075 | ) | ||||
Return-of-capital
|
(5,768,973 | ) | (5,159,948 | ) | ||||
Total dividends and distributions to stockholders
|
(7,811,952 | ) | (5,233,023 | ) | ||||
Common stock transactions:
|
||||||||
Proceeds from rights offerings of 3,364,521 and 2,628,010
shares of newly issued common stock, respectively
|
17,932,897 | 14,559,175 | ||||||
Offering expenses associated with the rights offering
|
(93,668 | ) | (93,487 | ) | ||||
Proceeds from 181,473 and 62,277 shares newly issued in
reinvestment of dividends and distributions, respectively
|
978,072 | 476,036 | ||||||
Net increase in net assets from capital stock transactions
|
18,817,301 | 14,941,724 | ||||||
Total increase in net assets
|
15,571,038 | 10,090,662 | ||||||
NET ASSETS
|
||||||||
Beginning of year
|
36,003,882 | 25,913,220 | ||||||
End of year
|
$ | 51,574,920 | $ | 36,003,882 |
For the Years Ended December 31,*
|
||||||||||||||||||||
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||||||||
PER SHARE OPERATING PERFORMANCE
|
||||||||||||||||||||
Net asset value, beginning of year
|
$ | 5.47 | $ | 6.65 | $ | 7.19 | $ | 7.75 | $ | 17.00 | ||||||||||
Net investment income/(loss) #
|
0.05 | 0.02 | (0.00 | )+ | (0.02 | ) | 0.12 | |||||||||||||
Net realized and unrealized gain/(loss) on investments
|
0.62 | 0.05 | 0.68 | 1.31 | (5.64 | ) | ||||||||||||||
Net increase/(decrease) in net assets resulting from operations
|
0.67 | 0.07 | 0.68 | 1.29 | (5.52 | ) | ||||||||||||||
Dividends and distributions to stockholders:
|
||||||||||||||||||||
Net investment income
|
(0.31 | ) | (0.02 | ) | — | — | (0.12 | ) | ||||||||||||
Return-of-capital
|
(0.86 | ) | (1.32 | ) | (1.46 | ) | (1.90 | ) | (3.77 | ) | ||||||||||
Total dividends and distributions to stockholders
|
(1.17 | ) | (1.34 | ) | (1.46 | ) | (1.90 | ) | (3.89 | ) | ||||||||||
Common stock transactions:
|
||||||||||||||||||||
Anti-dilutive effect due to shares issued:
|
||||||||||||||||||||
Rights offering
|
0.12 | 0.06 | 0.19 | — | — | |||||||||||||||
Reinvestment of dividends and distributions
|
0.00 | + | 0.03 | 0.05 | 0.05 | 0.16 | ||||||||||||||
Total anti-dilutive effect due to shares issued
|
0.12 | 0.09 | 0.24 | 0.05 | 0.16 | |||||||||||||||
Net asset value, end of year
|
$ | 5.09 | $ | 5.47 | $ | 6.65 | $ | 7.19 | $ | 7.75 | ||||||||||
Market value, end of year
|
$ | 5.35 | $ | 5.97 | $ | 7.88 | $ | 10.29 | $ | 7.60 | ||||||||||
Total investment return (a)
|
11.16% | (10.08% | ) | (10.28% | ) | 66.98% | (49.30% | ) | ||||||||||||
RATIOS/SUPPLEMENTAL DATA
|
||||||||||||||||||||
Net assets, end of year (000 omitted)
|
$ | 51,575 | $ | 36,004 | $ | 25,913 | $ | 20,400 | $ | 21,505 | ||||||||||
Ratio of expenses to average net assets, net of fee
waivers and fees paid indirectly, if any (b)
|
1.73% | 1.88% | 2.33% | 2.76% | 1.67% | |||||||||||||||
Ratio of expenses to average net assets, excluding fee
waivers and fees paid indirectly, if any (b)
|
1.73% | 1.88% | 2.37% | 3.20% | 1.94% | |||||||||||||||
Ratio of net investment income/(loss) to average net assets (c)
|
0.85% | 0.31% | (0.04% | ) | (0.24% | ) | 0.98% | |||||||||||||
Portfolio turnover rate
|
44.55% | 30.11% | 34.39% | 13.24% | 15.61% |
|
*
|
Effective December 23, 2008, a reverse stock split of 1:2 occurred. All per share amounts have been restated according to the terms of the split.
|
|
#
|
Based on average shares outstanding.
|
|
+
|
Amount rounds to less than $0.01 per share.
|
|
(a)
|
Total investment return at market value is based on the changes in market price of a share during the period and assumes reinvestment of dividends and distributions, if any, at actual prices pursuant to the Fund’s dividend reinvestment plan. Total investment return does not reflect brokerage commissions.
|
|
(b)
|
Expenses do not include expenses of investments companies in which the Fund invests.
|
(c)
|
Recognition of net investment income (loss) by the Fund may be affected by the timing of the declaration of dividends, if any, by investment companies in which the Fund invests.
|
|
•
|
Level 1 – quoted unadjusted prices for identical instruments in active markets to which the Fund has access at the date of measurement.
|
|
•
|
Level 2 – quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers.
|
|
•
|
Level 3 – model derived valuations in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are those inputs that reflect the Fund’s own assumptions that market participants would use to price the asset or liability based on the best available information.
|
Valuation Inputs
|
Investments
in Securities
|
Other
Financial
Instruments*
|
||||||
Level 1 - Quoted Prices
|
||||||||
Equity Investments
|
$ | 42,879,568 | $ | — | ||||
Short-Term Investments
|
13,185,093 | — | ||||||
Level 2 - Other Significant Observable Inputs
|
— | — | ||||||
Level 3 – Significant Unobservable Inputs
|
— | — | ||||||
Total
|
$ | 56,064,661 | $ | — |
*
|
Other financial instruments include futures, forwards and swap contracts.
|
Shares at beginning of year
|
6,587,245 | |||
Shares newly issued from rights offering
|
3,364,521 | |||
Shares newly issued in reinvestment of dividends and distributions
|
181,473 | |||
Shares at end of year
|
10,133,239 |
|
2012
|
2011
|
||||||
Ordinary Income
|
$ | 2,042,979 | $ | 73,075 | ||||
Return-of-Capital
|
5,768,973 | 5,159,948 | ||||||
Total Distributions
|
$ | 7,811,952 | $ | 5,233,023 |
Capital loss carryforwards
|
$ | (1,893,549 | ) | |
Net unrealized appreciation
|
4,225,630 | |||
Total accumulated earnings
|
$ | 2,332,081 |
Expires December 31, 2016 - short term
|
$ | 1,557,707 | ||
Expires December 31, 2017 - short term
|
260,903 | |||
Expires December 31, 2018 - short term
|
74,939 | |||
$ | 1,893,549 |
Cost of portfolio investments
|
$ | 51,839,031 | ||
Gross unrealized appreciation
|
$ | 4,798,357 | ||
Gross unrealized depreciation
|
(572,727 | ) | ||
Net unrealized appreciation
|
$ | 4,225,630 |
SOURCES OF DIVIDENDS AND DISTRIBUTIONS
(Per Share Amounts)
|
||||||||||||||||||||||||
Payment Dates:
|
1/31/2012
|
2/29/2012
|
3/30/2012
|
4/30/2012
|
5/31/2012
|
6/29/2012
|
||||||||||||||||||
Ordinary Income(1)
|
$ | 0.0255 | $ | 0.0255 | $ | 0.0255 | $ | 0.0255 | $ | 0.0255 | $ | 0.0255 | ||||||||||||
Return-of-Capital(2)
|
0.0721 | 0.0721 | 0.0721 | 0.0721 | 0.0721 | 0.0721 | ||||||||||||||||||
Total
|
$ | 0.0976 | $ | 0.0976 | $ | 0.0976 | $ | 0.0976 | $ | 0.0976 | $ | 0.0976 | ||||||||||||
Payment Dates:
|
7/31/2012
|
8/31/2012
|
9/28/2012
|
10/31/2012
|
11/30/2012
|
12/31/2012
|
||||||||||||||||||
Ordinary Income(1)
|
$ | 0.0255 | $ | 0.0255 | $ | 0.0255 | $ | 0.0255 | $ | 0.0255 | $ | 0.0255 | ||||||||||||
Return-of-Capital(2)
|
0.0721 | 0.0721 | 0.0721 | 0.0721 | 0.0721 | 0.0721 | ||||||||||||||||||
Total
|
$ | 0.0976 | $ | 0.0976 | $ | 0.0976 | $ | 0.0976 | $ | 0.0976 | $ | 0.0976 |
(1)
|
Ordinary Income Dividends – This is the total per share amount of ordinary income dividends and short-term capital gain distributions (if applicable) included in the amount reported in Box 1a on Form 1099-DIV.
|
|
(2)
|
Return-of-capital – This is the per share amount of return-of-capital, or sometimes called nontaxable, distributions reported in Box 3 – under the title “Nondividend distributions” – on Form 1099-DIV. This amount should not be reported as taxable income on your current return. Rather, it should be treated as a reduction in the original cost basis of your investment in the Fund.
|
Name and
Address*
(Birth Date)
|
Position(s)
Held with Fund
|
Principal Occupation
over Last 5 Years
|
Position
with Fund
Since
|
Number of
Portfolios in
Fund Complex
Overseen by
Directors
|
Ralph W. Bradshaw**
(Dec. 1950)
|
Chairman of the Board of Directors and President
|
President, Cornerstone Advisors, Inc.; Financial Consultant; President and Director of Cornerstone Strategic Value Fund, Inc.; President and Trustee of Cornerstone Progressive Return Fund.
|
2001
|
3
|
Edwin Meese III
(Dec. 1931)
|
Director; Audit, Nominating and Corporate Governance Committee Member
|
Distinguished Fellow, The Heritage Foundation Washington D.C.; Distinguished Visiting Fellow at the Hoover Institution, Stanford University; Senior Adviser, Revelation L.P.; Director of Cornerstone Strategic Value Fund, Inc.; Trustee of Cornerstone Progressive Return Fund.
|
2001
|
3
|
Scott B. Rogers
(July 1955)
|
Director; Audit, Nominating and Corporate Governance Committee Member
|
Director, Board of Health Partners, Inc.; Chief Executive Officer, Asheville Buncombe Community Christian Ministry (“ABCCM”); President, ABCCM Doctor’s Medical Clinic; Director of Cornerstone Strategic Value Fund, Inc.; Trustee of Cornerstone Progressive Return Fund.
|
2001
|
3
|
Name and
Address*
(Birth Date)
|
Position(s)
Held with Fund
|
Principal Occupation
over Last 5 Years
|
Position
with Fund
Since
|
Number of
Portfolios in
Fund Complex
Overseen by
Directors
|
Andrew A. Strauss
(Nov. 1953)
|
Director; Chairman of Nominating and Corporate Governance Committee and Audit Committee Member
|
Attorney and senior member of Strauss & Associates, P.A., Attorneys; Director of Cornerstone Strategic Value Fund, Inc.; Trustee of Cornerstone Progressive Return Fund.
|
2001
|
3
|
Glenn W. Wilcox, Sr.
(Dec. 1931)
|
Director; Chairman of Audit Committee, Nominating and Corporate Governance Committee Member
|
Chairman of the Board of Tower Associates, Inc.; Chairman of the Board of Wilcox Travel Agency, Inc.; Director of Champion Industries, Inc.; Director of Cornerstone Strategic Value Fund, Inc.; Trustee of Cornerstone Progressive Return Fund.
|
2001
|
3
|
Name and
Address*
(Birth Date)
|
Position(s)
Held with Fund
|
Principal Occupation
over Last 5 Years
|
Position
with Fund
Since
|
Gary A. Bentz
(June 1956)
|
Chief Compliance Officer, Secretary, and Assistant Treasurer
|
Chairman and Chief Financial Officer of Cornerstone Advisors, Inc.; Financial Consultant, C.P.A., Chief Compliance Officer, Secretary, and Assistant Treasurer of Cornerstone Strategic Value Fund, Inc. and Cornerstone Progressive Return Fund.
|
2004, 2008, 2009
|
Theresa M. Bridge, CPA
(Dec. 1969)
|
Treasurer
|
Vice President, Mutual Fund Controller of Ultimus Fund Solutions, LLC; Treasurer of Cornerstone Strategic Value Fund, Inc. and Cornerstone Progressive Return Fund.
|
2012
|
|
*
|
The mailing address of each Director and/or Officer with respect to the Fund’s operation is 350 Jericho Turnpike, Suite 206, Jericho, NY 11753.
|
|
**
|
Designates a director who is an “interested person” of the Fund as defined by the Investment Company Act of 1940, as amended. Mr. Bradshaw is an interested person of the Fund by virtue of his current position with the Investment Adviser of the Fund.
|
FACTS
|
WHAT DOES CORNERSTONE TOTAL RETURN FUND, INC. (THE “FUND”) DO WITH YOUR PERSONAL INFORMATION?
|
Why?
|
Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
|
What?
|
The types of personal information we, and our service providers, on our behalf, collect and share depend on the product or service you have with us. This information can include:
• Social Security number
• account balances
• account transactions
• transaction history
• wire transfer instructions
• checking account information
When you are no longer our customer, we continue to share your information as described in this notice.
|
How?
|
All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers ‘ personal information; the reasons the Fund, and our service providers, on our behalf, choose to share; and whether you can limit this sharing.
|
Reasons we can share your personal information
|
Does the Fund share?
|
Can you limit this sharing?
|
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus
|
Yes
|
No
|
For our marketing purposes – to offer our products and services to you
|
No
|
We don’t share
|
For joint marketing with other financial companies
|
No
|
We don’t share
|
For our affiliates’ everyday business purposes – information about your transactions and experiences
|
Yes
|
No
|
For our affiliates’ everyday business purposes – information about your creditworthiness
|
No
|
We don’t share
|
For our affiliates to market to you
|
No
|
We don’t share
|
For nonaffiliates to market to you
|
No
|
We don’t share
|
What we do
|
|
Who is providing this notice?
|
Cornerstone Total Return Fund, Inc. (the “Fund”)
|
How does the Fund and the Fund’s service providers, on the Fund’s behalf protect my personal information?
|
To protect your personal information from unauthorized access and use, we and our service providers use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
|
How does the Fund and the Fund’s service providers, on the Fund’s behalf collect my personal information?
|
We collect your personal information, for example, when you:
• open an account
• provide account information
• give us your contact information
• make a wire transfer
We also collect your information from others, such as credit bureaus, affiliates, or other companies.
|
Why can’t I limit all sharing?
|
Federal law gives you the right to limit only
• sharing for affiliates’ everyday business purposes – information about your
creditworthiness
• affiliates from using your information to market to you
• sharing for nonaffiliates to market to you
State laws and individual companies may give you additional rights to limit sharing.
|
Definitions
|
|
Affiliates
|
Companies related by common ownership or control. They can be financial and nonfinancial companies.
• Cornerstone Advisors, Inc.
|
Nonaffiliates
|
Companies not related by common ownership or control. They can be financial and nonfinancial companies.
• The Fund does not share with nonaffiliates so they can market to you.
|
Joint marketing
|
A formal agreement between nonaffiliated financial companies that together market financial products or services to you.
• The Fund does not jointly market.
|
Questions?
|
Call (513) 326 -3597.
|
ITEM 2.
|
CODE OF ETHICS.
|
ITEM 3.
|
AUDIT COMMITTEE FINANCIAL EXPERT.
|
ITEM 4.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
|
(a)
|
Audit Fees. The aggregate fees billed for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements were $14,500 and $14,500 with respect to the registrant's fiscal years ended December 31, 2012 and 2011, respectively.
|
(b)
|
Audit-Related Fees. No fees were billed in either of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item.
|
(c)
|
Tax Fees. The aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning were $3,500 and $3,500 with respect to the registrant's fiscal years ended December 31, 2012 and 2011, respectively. The services comprising these fees are the preparation of the registrant's federal and state income and federal excise tax returns.
|
(d)
|
All Other Fees. $1,500 and $1,500 in fees were billed in with respect to the registrant's fiscal years ended December 31, 2012 and 2011, respectively, related to the review of the registrant’s rights offering registration.
|
(e)(1)
|
Before the principal accountant is engaged by the registrant to render (i) audit, audit-related or permissible non-audit services to the registrant or (ii) non-audit services to the registrant's investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant, either (a) the audit committee shall pre-approve such engagement; or (b) such engagement shall be entered into pursuant to pre-approval policies and procedures established by the audit committee. Any such policies and procedures must be detailed as to the particular service and not involve any delegation of the audit committee's responsibilities to the registrant's investment adviser. The audit committee may delegate to one or more of its members the authority to grant pre-approvals. The pre-
|
|
approval policies and procedures shall include the requirement that the decisions of any member to whom authority is delegated under this provision shall be presented to the full audit committee at its next scheduled meeting. Under certain limited circumstances, pre-approvals are not required if certain de minimus thresholds are not exceeded, as such thresholds are determined by the audit committee in accordance with applicable Commission regulations.
|
(e)(2)
|
None of the services described in paragraph (b) through (d) of this Item were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
|
(f)
|
Less than 50% of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.
|
(g)
|
During the fiscal years ended December 31, 2012 and 2011, aggregate non-audit fees of $5,000 and $5,000, respectively, were billed by the registrant's principal accountant for services rendered to the registrant. No non-audit fees were billed in either of the last two fiscal years by the registrant's principal accountant for services rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant.
|
(h)
|
The principal accountant has not provided any non-audit services to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant.
|
ITEM 5.
|
AUDIT COMMITTEE OF LISTED REGISTRANTS.
|
(a)
|
The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities and Exchange Act of 1934. Glenn W. Wilcox, Sr., (Chairman), Edwin Meese, III, Andrew A. Strauss and Scott B. Rogers are the members of the registrant's audit committee.
|
(b)
|
Not applicable
|
ITEM 6.
|
SCHEDULE OF INVESTMENTS.
|
Description
|
No. of Shares
|
Value
|
||||||
EQUITY SECURITIES - 83.14%
|
||||||||
CLOSED-END FUNDS - 24.04%
|
||||||||
CONVERTIBLE SECURITIES - 0.55%
|
||||||||
Advent Claymore Global Convertible Securities and Income Fund II
|
43,298 | $ | 280,571 | |||||
CORE - 0.55%
|
||||||||
General American Investors Company, Inc.
|
10,260 | 285,433 | ||||||
CORPORATE DEBT FUNDS INVESTMENT GRADE-RATED - 1.72%
|
||||||||
Federated Enhanced Treasury Income Fund
|
9,183 | 130,215 | ||||||
Western Asset/Claymore Inflation-Linked Opportunities & Income Fund
|
27,648 | 364,954 | ||||||
Western Asset/Claymore Inflation-Linked Securities & Income Fund
|
29,732 | 389,786 | ||||||
884,955 | ||||||||
DEVELOPED MARKET - 1.08%
|
||||||||
Japan Smaller Capitalization Fund, Inc.
|
38,533 | 277,438 | ||||||
Singapore Fund, Inc. (The)
|
10,201 | 142,610 | ||||||
Swiss Helvetia Fund, Inc. (The)
|
12,300 | 138,867 | ||||||
558,915 | ||||||||
EMERGING MARKETS - 1.11%
|
||||||||
Templeton Dragon Fund, Inc.
|
18,500 | 526,140 | ||||||
Turkish Investment Fund, Inc. (The)
|
2,900 | 48,256 | ||||||
574,396 | ||||||||
GENERAL & INSURED LEVERAGED - 0.71%
|
||||||||
Invesco Value Municipal Income Trust
|
21,816 | 366,727 | ||||||
GENERAL BOND - 0.32%
|
||||||||
Nuveen Build America Bond Opportunity Fund
|
7,500 | 162,450 | ||||||
GLOBAL - 3.80%
|
||||||||
AGIC Global Equity & Convertible Income Fund
|
10,400 | 140,296 | ||||||
Clough Global Allocation Fund
|
7,298 | 99,983 | ||||||
Clough Global Equity Fund
|
8,694 | 113,022 | ||||||
Clough Global Opportunities Fund
|
60,413 | 709,248 | ||||||
Delaware Enhanced Global Dividend and Income Fund
|
36,266 | 420,686 | ||||||
First Trust Active Dividend Income Fund
|
19,814 | 149,596 | ||||||
Lazard World Dividend & Income Fund, Inc.
|
12,700 | 159,385 |
Description
|
No. of Shares
|
Value
|
||||||
GLOBAL (Continued)
|
||||||||
Nuveen Global Value Opportunities Fund
|
11,196 | $ | 166,932 | |||||
1,959,148 | ||||||||
GLOBAL INCOME - 0.97%
|
||||||||
Nuveen Multi-Currency Short-Term Government Income Fund
|
39,014 | 502,110 | ||||||
INCOME & PREFERRED STOCK - 1.42%
|
||||||||
Nuveen Quality Preferred Income Fund 3
|
23,100 | 205,359 | ||||||
Zweig Total Return Fund, Inc. (The)
|
42,804 | 526,917 | ||||||
732,276 | ||||||||
OPTION ARBITRAGE/OPTIONS STRATEGIES - 9.86%
|
||||||||
BlackRock Enhanced Equity Dividend Trust
|
81,800 | 587,324 | ||||||
BlackRock International Growth and Income Trust
|
171,065 | 1,257,328 | ||||||
Eaton Vance Enhanced Equity Income Fund
|
45,872 | 488,996 | ||||||
Eaton Vance Enhanced Equity Income Fund II
|
48,428 | 505,588 | ||||||
Eaton Vance Tax-Managed Buy-Write Opportunities Fund
|
12,700 | 158,750 | ||||||
Eaton Vance Tax-Managed Diversified Equity Income Fund
|
66,439 | 622,533 | ||||||
Eaton Vance Tax-Managed Global Buy-Write Opportunities Fund
|
29,700 | 317,493 | ||||||
Eaton Vance Tax-Managed Global Diversified Equity Income Fund
|
119,344 | 1,051,421 | ||||||
ING Global Advantage and Premium Opportunity Fund
|
8,500 | 96,475 | ||||||
5,085,908 | ||||||||
REAL ESTATE - 0.65%
|
||||||||
Neuberger Berman Real Estate Securities Income Fund Inc.
|
73,524 | 337,475 | ||||||
SECTOR EQUITY - 1.30%
|
||||||||
BlackRock EcoSolutions Investment Trust
|
18,983 | 159,267 | ||||||
BlackRock Real Asset Equity Trust
|
30,131 | 309,144 | ||||||
BlackRock Utility and Infrastructure Trust
|
11,148 | 199,438 | ||||||
667,849 | ||||||||
TOTAL CLOSED-END FUNDS
|
12,398,213 |
Description
|
No. of Shares
|
Value
|
||||||
CONSUMER DISCRETIONARY - 6.32%
|
||||||||
Bed Bath & Beyond, Inc. *
|
2,500 | $ | 139,775 | |||||
CBS Corporation - Class B
|
3,000 | 114,150 | ||||||
Comcast Corporation - Class A
|
9,012 | 336,868 | ||||||
Comcast Corporation - Special Class A
|
4,250 | 152,788 | ||||||
DIRECTV *
|
2,000 | 100,320 | ||||||
Gap, Inc. (The)
|
1,500 | 46,560 | ||||||
Home Depot, Inc. (The)
|
7,500 | 463,875 | ||||||
Lowe's Companies, Inc.
|
5,000 | 177,600 | ||||||
Macy's, Inc.
|
3,000 | 117,060 | ||||||
McDonald's Corporation
|
2,500 | 220,525 | ||||||
News Corporation - Class B
|
2,500 | 65,600 | ||||||
Target Corporation
|
3,500 | 207,095 | ||||||
Time Warner Inc.
|
4,666 | 223,175 | ||||||
TJX Companies, Inc. (The)
|
5,000 | 212,250 | ||||||
Viacom Inc. - Class B
|
3,000 | 158,220 | ||||||
Walt Disney Company (The)
|
6,500 | 323,635 | ||||||
Yum! Brands, Inc.
|
3,000 | 199,200 | ||||||
3,258,696 | ||||||||
CONSUMER STAPLES - 7.26%
|
||||||||
Altria Group, Inc.
|
7,000 | 219,940 | ||||||
Coca-Cola Company (The)
|
20,000 | 725,000 | ||||||
Colgate-Palmolive Company
|
3,500 | 365,890 | ||||||
Costco Wholesale Corporation
|
2,500 | 246,925 | ||||||
CVS Caremark Corporation
|
7,000 | 338,450 | ||||||
Kimberly-Clark Corporation
|
1,000 | 84,430 | ||||||
Kraft Foods Group, Inc.
|
1,000 | 45,470 | ||||||
Mondelēz International, Inc. - Class A
|
3,000 | 76,410 | ||||||
Philip Morris International, Inc.
|
6,000 | 501,840 | ||||||
Reynolds American Inc.
|
1,200 | 49,716 | ||||||
Wal-Mart Stores, Inc.
|
16,000 | 1,091,680 | ||||||
3,745,751 | ||||||||
ENERGY - 6.00%
|
||||||||
Anadarko Petroleum Corporation
|
1,000 | 74,310 | ||||||
Chevron Corporation
|
3,500 | 378,490 | ||||||
ConocoPhillips
|
6,000 | 347,940 | ||||||
EOG Resources, Inc.
|
1,000 | 120,790 | ||||||
Exxon Mobil Corporation
|
18,000 | 1,557,900 | ||||||
Marathon Oil Corporation
|
4,900 | 150,234 | ||||||
National Oilwell Varco, Inc.
|
1,000 | 68,350 | ||||||
Phillips 66
|
3,000 | 159,300 | ||||||
Schlumberger Limited
|
2,500 | 173,225 |
Description
|
No. of Shares
|
Value
|
||||||
ENERGY (Continued)
|
||||||||
Williams Companies, Inc. (The)
|
2,000 | $ | 65,480 | |||||
3,096,019 | ||||||||
FINANCIALS - 8.96%
|
||||||||
AFLAC, Inc.
|
3,000 | 159,360 | ||||||
Allstate Corporation (The)
|
2,500 | 100,425 | ||||||
American Express Company
|
8,000 | 459,840 | ||||||
Aon plc
|
2,500 | 139,000 | ||||||
BB&T Corporation
|
4,500 | 130,995 | ||||||
BlackRock, Inc. - Class A
|
1,000 | 206,710 | ||||||
Capital One Financial Corporation
|
2,500 | 144,825 | ||||||
Chubb Corporation (The)
|
2,000 | 150,640 | ||||||
Discover Financial Services
|
4,000 | 154,200 | ||||||
Fifth Third Bancorp
|
7,000 | 106,330 | ||||||
Franklin Resources, Inc.
|
1,000 | 125,700 | ||||||
JPMorgan Chase & Co.
|
19,200 | 844,224 | ||||||
Marsh & McLennan Companies, Inc.
|
3,000 | 103,410 | ||||||
MetLife, Inc.
|
5,500 | 181,170 | ||||||
SunTrust Banks, Inc.
|
3,000 | 85,050 | ||||||
U.S. Bancorp
|
12,500 | 399,250 | ||||||
Wells Fargo & Company
|
33,000 | 1,127,940 | ||||||
4,619,069 | ||||||||
HEALTH CARE - 6.40%
|
||||||||
Abbott Laboratories
|
6,000 | 393,000 | ||||||
Amgen Inc.
|
4,000 | 345,280 | ||||||
Baxter International, Inc.
|
1,200 | 79,992 | ||||||
Biogen Idec, Inc. *
|
2,000 | 293,340 | ||||||
Bristol-Myers Squibb Company
|
3,000 | 97,770 | ||||||
Celgene Corporation *
|
3,500 | 275,520 | ||||||
Covidien plc
|
2,000 | 115,480 | ||||||
Eli Lilly & Company
|
2,500 | 123,300 | ||||||
Johnson & Johnson
|
6,500 | 455,650 | ||||||
Merck & Company, Inc.
|
16,000 | 655,040 | ||||||
Pfizer, Inc.
|
16,462 | 412,867 | ||||||
Stryker Corporation
|
1,000 | 54,820 | ||||||
3,302,059 | ||||||||
INDUSTRIALS - 5.36%
|
||||||||
3M Company
|
4,000 | 371,400 | ||||||
Deere & Company
|
2,500 | 216,050 | ||||||
General Electric Company
|
22,000 | 461,780 | ||||||
Honeywell International Inc.
|
4,000 | 253,880 | ||||||
Illinois Tool Works, Inc.
|
3,500 | 212,835 | ||||||
Lockheed Martin Corporation
|
2,500 | 230,725 |
Description
|
No. of Shares
|
Value
|
||||||
INDUSTRIALS (Continued)
|
||||||||
Northrop Grumman Corporation
|
1,500 | $ | 101,370 | |||||
Precision Castparts Corporation
|
1,500 | 284,130 | ||||||
Raytheon Company
|
2,000 | 115,120 | ||||||
Union Pacific Corporation
|
2,500 | 314,300 | ||||||
United Technologies Corporation
|
2,500 | 205,025 | ||||||
2,766,615 | ||||||||
INFORMATION TECHNOLOGY - 13.45%
|
||||||||
Apple Inc.
|
4,000 | 2,132,120 | ||||||
Automatic Data Processing, Inc.
|
2,000 | 114,020 | ||||||
Cisco Systems, Inc.
|
20,000 | 393,000 | ||||||
eBay Inc. *
|
7,000 | 357,140 | ||||||
International Business Machines Corporation
|
5,000 | 957,750 | ||||||
Microsoft Corporation
|
36,000 | 962,280 | ||||||
Oracle Corporation
|
24,600 | 819,672 | ||||||
QUALCOMM Incorporated
|
7,000 | 434,140 | ||||||
Visa Inc. - Class A
|
4,000 | 606,320 | ||||||
Yahoo! Inc. *
|
8,000 | 159,200 | ||||||
6,935,642 | ||||||||
MATERIALS - 1.96%
|
||||||||
Air Products & Chemicals, Inc.
|
1,500 | 126,030 | ||||||
CF Industries Holdings, Inc.
|
600 | 121,896 | ||||||
E.I. du Pont de Nemours and Company
|
4,800 | 215,856 | ||||||
Freeport-McMoRan Copper & Gold, Inc.
|
5,000 | 171,000 | ||||||
International Paper Company
|
2,300 | 91,632 | ||||||
Monsanto Company
|
3,000 | 283,950 | ||||||
1,010,364 | ||||||||
TELECOMMUNICATION SERVICES - 1.82%
|
||||||||
AT&T, Inc.
|
17,589 | 592,925 | ||||||
Verizon Communications, Inc.
|
8,000 | 346,160 | ||||||
939,085 | ||||||||
UTILITIES - 1.57%
|
||||||||
AES Corporation (The)
|
4,600 | 49,220 | ||||||
Consolidated Edison, Inc.
|
1,000 | 55,540 | ||||||
Duke Energy Corporation
|
2,200 | 140,360 | ||||||
NextEra Energy, Inc.
|
2,000 | 138,380 |
Description
|
No. of Shares
|
Value
|
||||||
UTILITIES (Continued)
|
||||||||
Sempra Energy
|
1,500 | $ | 106,410 | |||||
Southern Company (The)
|
4,000 | 171,240 | ||||||
Xcel Energy Inc.
|
5,500 | 146,905 | ||||||
808,055 | ||||||||
TOTAL EQUITY SECURITIES (cost - $38,646,814)
|
42,879,568 | |||||||
SHORT-TERM INVESTMENTS - 25.56%
|
||||||||
MONEY MARKET FUNDS - 25.56%
|
||||||||
Fidelity Institutional Money Market Government Portfolio - Class I, 0.01%^ (cost - $13,185,093)
|
13,185,093 | 13,185,093 | ||||||
TOTAL INVESTMENTS - 108.70% (cost - $51,831,907)
|
56,064,661 | |||||||
LIABILITIES IN EXCESS OF OTHER ASSETS - (8.70)%
|
(4,489,741 | ) | ||||||
NET ASSETS - 100.00%
|
$ | 51,574,920 |
ITEM 7.
|
DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
|
ITEM 8.
|
PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
|
ITEM 9.
|
PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
|
ITEM 10.
|
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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ITEM 11.
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CONTROLS AND PROCEDURES.
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ITEM 12.
|
EXHIBITS.
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Exhibit 99.CODE ETH
|
Code of Ethics
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Exhibit 99.VOTEREG
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Proxy Voting Policies and Procedures
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Exhibit 99.CERT
|
Certifications required by Rule 30a-2(a) under the Act
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Exhibit 99.906CERT
|
Certifications required by Rule 30a-2(b) under the Act
|
By (Signature and Title)*
|
/s/ Ralph W. Bradshaw
|
||
Ralph W. Bradshaw, Chairman and President
|
|||
(Principal Executive Officer)
|
|||
Date
|
March 4, 2013
|
By (Signature and Title)*
|
/s/ Ralph W. Bradshaw
|
||
Ralph W. Bradshaw, Chairman and President
|
|||
(Principal Executive Officer)
|
|||
Date
|
March 4, 2013
|
||
By (Signature and Title)*
|
/s/ Theresa M. Bridge
|
||
Theresa M. Bridge, Treasurer
|
|||
(Principal Financial Officer)
|
|||
Date
|
March 4, 2013
|
|
(1)
|
I have read and I understand the Code of Ethics for Senior Officers adopted by Cornerstone Strategic Value Fund, Inc., Cornerstone Total Return Fund, Inc and Cornerstone Progressive Return Fund (the “Code of Ethics”);
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|
(2)
|
I recognize that I am subject to the Code of Ethics;
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|
(3)
|
I have complied with the requirements of the Code of Ethics during the calendar year ending December 31, _____; and
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|
(4)
|
I have reported all violations of the Code of Ethics required to be reported pursuant to the requirements of the Code during the calendar year ending December 31, _____.
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|
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|
|
|
Signature:
|
Name:
|
||
Date:
|
|
•
|
We’ve included a general section clarifying our long-standing approach in this area. Glass Lewis believes that any time 25% or more of shareholders vote against the recommendation of management, the board should demonstrate some level of engagement and responsiveness to address the shareholder concerns.
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|
•
|
We’ve included a general section explaining our analysis of the role of a committee chairman. Glass Lewis believes that a designated committee chairman maintains primary responsibility for the actions of his or her respective committee. As such, many of our committee-specific vote recommendations deal with the applicable committee chair rather than the entire committee (depending on the seriousness of the issue). However, in cases where we would ordinarily recommend voting against a committee chairman but the chair is not specified, we apply the following general rules, which apply throughout our guidelines:
|
|
o
|
If there is no committee chair, we recommend voting against the longest-serving committee member or, if the longest-serving committee member cannot be determined, the longest-serving board member serving on the committee (i.e. in either case, the “senior director”);
|
|
o
|
If there is no committee chair, but multiple senior directors serving on the committee, we recommend voting against both (or all) such senior directors.
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|
•
|
We typically recommend voting against a director who serves as an executive officer of any public company while serving on more than two other public company boards. However, we will not recommend voting against the director at the company where he or she serves as an executive officer, only at the other public companies where he or she serves on the board.
|
|
•
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We’ve added an item to our list of overarching principles on which we evaluate equity compensation plans, namely, that plans should not count shares in ways that understate the potential dilution, or cost, to common shareholders. This refers to “inverse” full-value award multipliers.
|
|
•
|
While our general approach to exclusive forum provisions remains unchanged—that we recommend that shareholders vote against any bylaw or charter amendment seeking to adopt such a provision—we further explain that in certain cases we may support such a provision if the company: (i) provides a compelling argument on why the provision would directly benefit shareholders; (ii) provides evidence of abuse of legal process in other, non-favored jurisdictions; and (iii) maintains a strong record of good corporate governance practices.
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|
•
|
We’ve included a general section on REITs and our approach to evaluating preferred stock issuances at these firms.
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|
•
|
We’ve included a new section on our approach to analyzing business development companies and requests to sell shares at prices below Net Asset Value.
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1
|
NASDAQ originally proposed a five-year look-back period but both it and the NYSE ultimately settled on a three-year look-back prior to finalizing their rules. A five-year standard is more appropriate, in our view, because we believe that the unwinding of conflicting relationships between former management and board members is more likely to be complete and final after five years. However, Glass Lewis does not apply the five-year look-back period to directors who have previously served as executives of the company on an interim basis for less than one year.
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2
|
If a company classifies one of its non-employee directors as non-independent, Glass Lewis will classify that director as an affiliate.
|
|
•
|
$50,000 (or where no amount is disclosed) for directors who are paid for a service they have agreed to perform for the company, outside of their service as a director, including professional or other services; or
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|
•
|
$120,000 (or where no amount is disclosed) for those directors employed by a professional services firm such as a law firm, investment bank, or consulting firm where the company pays the firm, not the individual, for services. This dollar limit would also apply to charitable contributions to schools where a board member is a professor; or charities where a director serves on the board or is an executive;5 and any aircraft and real estate dealings between the company and the director’s firm; or
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|
•
|
1% of either company’s consolidated gross revenue for other business relationships (e.g., where the director is an executive officer of a company that provides services or products to or receives services or products from the company).6
|
3
|
We allow a five-year grace period for former executives of the company or merged companies who have consulting agreements with the surviving company. (We do not automatically recommend voting against directors in such cases for the first five years.) If the consulting agreement persists after this five-year grace period, we apply the materiality thresholds outlined in the definition of “material.”
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4
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This includes a director who serves on a board as a representative (as part of his or her basic responsibilities) of an investment firm with greater than 20% ownership. However, while we will generally consider him/her to be affiliated, we will not recommend voting against unless (i) the investment firm has disproportionate board representation or (ii) the director serves on the audit committee.
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5
|
We will generally take into consideration the size and nature of such charitable entities in relation to the company’s size and industry along with any other relevant factors such as the director’s role at the charity. However, unlike for other types of related party transactions, Glass Lewis generally does not apply a look-back period to affiliated relationships involving charitable contributions; if the relationship ceases, we will consider the director to be independent.
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6
|
This includes cases where a director is employed by, or closely affiliated with, a private equity firm that profits from an acquisition made by the company. Unless disclosure suggests otherwise, we presume the director is affiliated.
|
7
|
With a staggered board, if the affiliates or insiders that we believe should not be on the board are not up for election, we will express our concern regarding those directors, but we will not recommend voting against the other affiliates or insiders who are up for election just to achieve two-thirds independence. However, we will consider recommending voting against the directors subject to our concern at their next election if the concerning issue is not resolved.
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8
|
We will recommend voting against an audit committee member who owns 20% or more of the company’s stock, and we believe that there should be a maximum of one director (or no directors if the committee is comprised of less than three directors) who owns 20% or more of the company’s stock on the compensation, nominating, and governance committees.
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9
|
Ken Favaro, Per-Ola Karlsson and Gary Neilson. “CEO Succession 2000-2009: A Decade of Convergence and Compression.” Booz & Company (from Strategy+Business, Issue 59, Summer 2010).
|
10
|
Spencer Stuart Board Index, 2011, p. 6.
|
11
|
However, where a director has served for less than one full year, we will typically not recommend voting against for failure to attend 75% of meetings. Rather, we will note the poor attendance with a recommendation to track this issue going forward. We will also refrain from recommending to vote against directors when the proxy discloses that the director missed the meetings due to serious illness or other extenuating circumstances.
|
|
•
|
At the board level, any changes in directorships, committee memberships, disclosure of related party transactions, meeting attendance, or other responsibilities.
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|
•
|
Any revisions made to the company’s articles of incorporation, bylaws or other governance documents.
|
|
•
|
Any press or news releases indicating changes in, or the adoption of, new company policies, business practices or special reports.
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|
•
|
Any modifications made to the design and structure of the company’s compensation program.
|
|
•
|
If there is no committee chair, we recommend voting against the longest-serving committee member or, if the longest-serving committee member cannot be determined, the longest-serving board member serving on the committee (i.e. in either case, the “senior director”);
|
|
•
|
If there is no committee chair, but multiple senior directors serving on the committee, we recommend voting against both (or all) such senior directors.
|
12
|
Audit Committee Effectiveness – What Works Best.” PricewaterhouseCoopers. The Institute of Internal Auditors Research Foundation. 2005.
|
13
|
Commission on Public Trust and Private Enterprise. The Conference Board. 2003.
|
14
|
As discussed under the section labeled “Committee Chairman,” where the recommendation is to vote against the committee chair but the chair is not up for election because the board is staggered, we do not recommend voting against the members of the committee who are up for election; rather, we will simply express our concern with regard to the committee chair.
|
15
|
Glass Lewis may exempt certain audit committee members from the above threshold if, upon further analysis of relevant factors such as the director’s experience, the size, industry-mix and location of the companies involved and the director’s attendance at all the companies, we can reasonably determine that the audit committee member is likely not hindered by multiple audit committee commitments.
|
16
|
As discussed under the section labeled “Committee Chairman,” in all cases, if the chair of the committee is not specified, we recommend voting against the director who has been on the committee the longest.
|
17
|
Auditors are required to report all potential illegal acts to management and the audit committee unless they are clearly inconsequential in nature. If the audit committee or the board fails to take appropriate action on an act that has been determined to be a violation of the law, the independent auditor is required to send a section 10A letter to the SEC. Such letters are rare and therefore we believe should be taken seriously.
|
18
|
Recent research indicates that revenue fraud now accounts for over 60% of SEC fraud cases, and that companies that engage in fraud experience significant negative abnormal stock price declines—facing bankruptcy, delisting, and material asset sales at much higher rates than do non-fraud firms (Committee of Sponsoring Organizations of the Treadway Commission. “Fraudulent Financial Reporting: 1998-2007.” May 2010).
|
19
|
The Council of Institutional Investors. “Corporate Governance Policies,” p. 4, April 5, 2006; and “Letter from Council of Institutional Investors to the AICPA,” November 8, 2006.
|
20
|
As discussed under the section labeled “Committee Chairman,” where the recommendation is to vote against the committee chair and the chair is not up for election because the board is staggered, we do not recommend voting against any members of the committee who are up for election; rather, we will simply express our concern with regard to the committee chair.
|
21
|
Where there are multiple CEOs in one year, we will consider not recommending against the compensation committee but will defer judgment on compensation policies and practices until the next year or a full year after arrival of the new CEO. In addition, if a company provides shareholders with a say-on-pay proposal and receives an F grade in our pay-for-performance model, we will recommend that shareholders only vote against the say-on-pay proposal rather than the members of the compensation committee, unless the company exhibits egregious practices. However, if the company receives successive F grades, we will then recommend against the members of the compensation committee in addition to recommending voting against the say-on-pay proposal.
|
22
|
In cases where the company received two D grades in consecutive years, but during the past year the company performed better than its peers or improved from an F to a D grade year over year, we refrain from recommending to vote against the compensation chair. In addition, if a company provides shareholders with a say-on-pay proposal in this instance, we will consider voting against the advisory vote rather than the compensation committee chair unless the company exhibits unquestionably egregious practices.
|
23
|
In all other instances (i.e. a non-compensation-related shareholder proposal should have been implemented) we recommend that shareholders vote against the members of the governance committee.
|
24
|
As discussed in the guidelines section labeled “Committee Chairman,” where we would recommend to vote against the committee chair but the chair is not up for election because the board is staggered, we do not recommend voting against any members of the committee who are up for election; rather, we will simply express our concern regarding the committee chair.
|
25
|
If the board does not have a governance committee (or a committee that serves such a purpose), we recommend voting against the entire board on this basis.
|
26
|
Where a compensation-related shareholder proposal should have been implemented, and when a reasonable analysis suggests that the members of the compensation committee (rather than the governance committee) bear the responsibility for failing to implement the request, we recommend that shareholders only vote against members of the compensation committee.
|
27
|
As discussed in the guidelines section labeled “Committee Chairman,” if the committee chair is not specified, we recommend voting against the director who has been on the committee the longest. If the longest-serving committee member cannot be determined, we will recommend voting against the longest-serving board member serving on the committee.
|
28
|
We believe that one independent individual should be appointed to serve as the lead or presiding director. When such a position is rotated among directors from meeting to meeting, we will recommend voting against as if there were no lead or presiding director.
|
29
|
A forum selection clause is a bylaw provision stipulating that a certain state, typically Delaware, shall be the exclusive forum for all intra-corporate disputes (e.g. shareholder derivative actions, assertions of claims of a breach of fiduciary duty, etc.). Such a clause effectively limits a shareholder’s legal remedy regarding appropriate choice of venue and related relief offered under that state’s laws and rulings.
|
30
|
As discussed in the guidelines section labeled “Committee Chairman,” where we would recommend to vote against the committee chair but the chair is not up for election because the board is staggered, we do not recommend voting against any members of the committee who are up for election; rather, we will simply express our concern regarding the committee chair.
|
31
|
As discussed under the section labeled “Committee Chairman,” if the committee chair is not specified, we will recommend voting against the director who has been on the committee the longest. If the longest-serving committee member cannot be determined, we will recommend voting against the longest-serving board member on the committee.
|
32
|
In the absence of both a governance and a nominating committee, we will recommend voting against the chairman of the board on this basis, unless if the chairman also serves as the CEO, in which case we will recommend voting against the director who has served on the board the longest.
|
33
|
In the absence of both a governance and a nominating committee, we will recommend voting against the chairman of the board on this basis, unless if the chairman also serves as the CEO, in which case we will recommend voting against the director who has served on the board the longest.
|
34
|
Considering that shareholder discontent clearly relates to the director who received a greater than 50% against vote rather than the nominating chair, we review the validity of the issue(s) that initially raised shareholder concern, follow-up on such matters, and only recommend voting against the nominating chair if a reasonable analysis suggests that it would be most appropriate. In rare cases, we will consider recommending against the nominating chair when a director receives a substantial (i.e., 25% or more) vote against based on the same analysis.
|
35
|
A committee responsible for risk management could be a dedicated risk committee, or another board committee, usually the audit committee but occasionally the finance committee, depending on a given company’s board structure and method of disclosure. At some companies, the entire board is charged with risk management.
|
36
|
We typically apply a three-year look-back to such issues and also research to see whether the responsible directors have been up for election since the time of the failure, and if so, we take into account the percentage of support they received from shareholders.
|
37
|
Glass Lewis will not recommend voting against the director at the company where he or she serves as an executive officer, only at the other public companies where he or she serves on the board.
|
38
|
Our guidelines are similar to the standards set forth by the NACD in its “Report of the NACD Blue Ribbon Commission on Director Professionalism,” 2001 Edition, pp. 14-15 (also cited approvingly by the Conference Board in its “Corporate Governance Best Practices: A Blueprint for the Post-Enron Era,” 2002, p. 17), which suggested that CEOs should not serve on more than 2 additional boards, persons with full-time work should not serve on more than 4 additional boards, and others should not serve on more than six boards.
|
39
|
Spencer Stuart Board Index, 2011, p. 8.
|
40
|
We do not apply a look-back period for this situation. The interlock policy applies to both public and private companies. We will also evaluate multiple board interlocks among non-insiders (i.e. multiple directors serving on the same boards at other companies), for evidence of a pattern of poor oversight.
|
41
|
Refer to Section V. Governance Structure and the Shareholder Franchise for further discussion of our policies regarding anti-takeover measures, including poison pills.
|
42
|
The Conference Board, at p. 23 in its May 2003 report “Corporate Governance Best Practices, Id.,” quotes one of its roundtable participants as stating, “[w]hen you’ve got a 20 or 30 person corporate board, it’s one way of assuring that nothing is ever going to happen that the CEO doesn’t want to happen.”
|
|
1.
|
Adoption of a poison pill: in cases where a board implements a poison pill preceding an IPO, we will consider voting against the members of the board who served during the period of the poison pill’s adoption if the board (i) did not also commit to submit the poison pill to a shareholder vote within 12 months of the IPO or (ii) did not provide a sound rationale for adopting the pill and the pill does not expire in three years or less. In our view, adopting such an anti-takeover device unfairly penalizes future shareholders who (except for electing to buy or sell the stock) are unable to weigh in on a matter that could potentially negatively impact their ownership interest. This notion is strengthened when a board adopts a poison pill with a 5-10 year life immediately prior to having a public shareholder base so as to insulate management for a substantial amount of time while postponing and/or avoiding allowing public shareholders the ability to vote on the pill’s adoption. Such instances are indicative of boards that may subvert shareholders’ best interests following their IPO.
|
|
2.
|
Adoption of an exclusive forum provision: consistent with our general approach to boards that adopt exclusive forum provisions without shareholder approval (refer to our discussion of nominating and governance committee performance in Section I of the guidelines), in cases where a board adopts such a provision for inclusion in a company’s charter or bylaws before the company’s IPO, we will recommend voting against the chairman of the governance committee, or, in the absence of such a committee, the chairman of the board, who served during the period of time when the provision was adopted.
|
43
|
Lucian Bebchuk, John Coates IV, Guhan Subramanian, “The Powerful Antitakeover Force of Staggered Boards: Further Findings and a Reply to Symposium Participants,” 55 Stanford Law Review 885-917 (2002), page 1.
|
44
|
Id. at 2 (“Examining a sample of seventy-three negotiated transactions from 2000 to 2002, we find no systematic benefits in terms of higher premia to boards that have [staggered structures].”).
|
45
|
Lucian Bebchuk, Alma Cohen, “The Costs of Entrenched Boards” (2004).
|
46
|
Lucian Bebchuk, Alma Cohen and Charles C.Y. Wang, “Staggered Boards and the Wealth of Shareholders:
Evidence from a Natural Experiment,” SSRN: http://ssrn.com/abstract=1706806 (2010), p. 26. |
47
|
Spencer Stuart Board Index, 2011, p. 14
|
48
|
Lucian Bebchuk, John Coates IV and Guhan Subramanian, “The Powerful Antitakeover Force of Staggered Boards: Theory, Evidence, and Policy,” 54 Stanford Law Review 887-951 (2002).
|
49
|
Spencer Stuart Board Index, 2011, p. 14
|
50
|
“Final Report of the Advisory Committee on the Auditing Profession to the U.S. Department of the Treasury.” p. VIII:20, October 6, 2008.
|
51
|
An auditor does not audit interim financial statements. Thus, we generally do not believe that an auditor should be opposed due to a restatement of interim financial statements unless the nature of the misstatement is clear from a reading of the incorrect financial statements.
|
52
|
Small reporting companies (as defined by the SEC as below $75,000,000 in market capitalization) received a two-year reprieve and will only be subject to say-on-pay requirements beginning at meetings held on or after January 21, 2013.
|
53
|
Lucian Bebchuk, Yaniv Grinstein and Urs Peyer. “LUCKY CEOs.” November, 2006.
|
|
1.
|
The form of offer is not required to be an all-cash transaction;
|
|
2.
|
The offer is not required to remain open for more than 90 business days;
|
|
3.
|
The offeror is permitted to amend the offer, reduce the offer, or otherwise change the terms;
|
|
4.
|
There is no fairness opinion requirement; and
|
|
5.
|
There is a low to no premium requirement.
|
54
|
Section 382 of the Internal Revenue Code refers to a “change of ownership” of more than 50 percentage points by one or more 5% shareholders within a three-year period. The statute is intended to deter the “trafficking” of net operating losses.
|
1.
|
The authorization to allow share issuances below NAV has an expiration date of one year or less from the date that shareholders approve the underlying proposal (i.e. the meeting date);
|
|
2.
|
The proposed discount below NAV is minimal (ideally no greater than 20%);
|
|
3.
|
The board specifies that the issuance will have a minimal or modest dilutive effect (ideally no greater than 25% of the Company’s then-outstanding common stock prior to the issuance); and
|
|
4.
|
A majority of the Company’s independent directors who do not have a financial interest in the issuance approve the sale.
|
1.
|
I have reviewed this report on Form N-CSR of Cornerstone Total Return Fund, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: March 4, 2013
|
/s/ Ralph W. Bradshaw
|
|
Ralph W. Bradshaw, Chairman
|
||
and President (Principal
|
||
Executive Officer)
|
1.
|
I have reviewed this report on Form N-CSR of Cornerstone Total Return Fund, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: March 4, 2013
|
/s/ Theresa M. Bridge
|
|
Theresa M. Bridge, Treasurer
|
||
(Principal Financial Officer)
|
|
1.
|
The Registrant's periodic report on Form N-CSR for the period ended December 31, 2012 (the "Form N-CSR") fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934, as amended; and
|
|
2.
|
The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.
|
PRINCIPAL EXECUTIVE OFFICER
|
PRINCIPAL FINANCIAL OFFICER
|
|
Cornerstone Total Return Fund, Inc.
|
Cornerstone Total Return Fund, Inc.
|
|
/s/ Ralph W. Bradshaw
|
/s/ Theresa M. Bridge
|
|
Ralph W. Bradshaw, President
|
Theresa M. Bridge, Treasurer
|
|
Date: March 4, 2013
|
Date: March 4, 2013
|