0001398344-15-004499.txt : 20150715 0001398344-15-004499.hdr.sgml : 20150715 20150715141955 ACCESSION NUMBER: 0001398344-15-004499 CONFORMED SUBMISSION TYPE: AW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150715 DATE AS OF CHANGE: 20150715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORNERSTONE TOTAL RETURN FUND INC CENTRAL INDEX KEY: 0000033934 IRS NUMBER: 132727013 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: AW SEC ACT: SEC FILE NUMBER: 333-191119 FILM NUMBER: 15989106 BUSINESS ADDRESS: STREET 1: C/O AST FUND SOLUTIONS STREET 2: 48 WALL STREET CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 866-668-6558 MAIL ADDRESS: STREET 1: C/O AST FUND SOLUTIONS STREET 2: 48 WALL STREET CITY: NEW YORK STATE: NY ZIP: 10005 FORMER COMPANY: FORMER CONFORMED NAME: EIS FUND INC DATE OF NAME CHANGE: 20020109 FORMER COMPANY: FORMER CONFORMED NAME: EXCELSIOR INCOME SHARES INC DATE OF NAME CHANGE: 19920703 AW 1 fp0015099_aw.htm
 
CORNERSTONE TOTAL RETURN FUND, INC.
48 Wall Street - 21st Floor
New York, NY  10005
 
July 15, 2015
 
FILED 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.
Pre-Effective Amendment No. 1 and Pre. Effective Amendment No. 2 to
Form N-2 – Application for Withdrawal
(File Numbers: 811-02363 and 333-191119)

Dear Mr. Parachkevov:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended, Cornerstone Total Return Fund, Inc. (the “Fund”) hereby requests Pre-Effective Amendment No. 1 (“PEA 1”) to the Fund’s Registration Statement on Form N-2 (“Registration Statement”) (File No. 333-191119), which was filed as EDGAR submission type N-2/A with the Securities and Exchange Commission (the “SEC”) as of July 6, 2015 (Accession No. 0001398344-15-004229), and Pre-Effective Amendment No. 2 (“PEA 2”) to the Registration Statement (File No. 33-191119), which was filed as EDGAR submission type N-2/A with the SEC as of July 10, 2015 (Accession No. 0001398344-15-004434), be withdrawn.

We request withdrawal of PEA 1 and PEA 2 because PEA 1 and PEA 2 were each filed under the incorrect Securities Act Registration Number, and that it is in the best interests of the Fund and the public that the filings be withdrawn.

The Fund hereby confirms that no securities have been sold pursuant to the Registration Statement.

If you have any questions with respect to this matter, please contact Allison Janell of Blank Rome LLP at (212) 885-5205.

 
Very truly yours,
  
       
 
Cornerstone Total Return Fund, Inc.
  
 
By:
/s/ Ralph W. Bradshaw
  
   
Name:  Ralph W. Bradshaw
  
 
Title: President and Chairman of the Board of Directors (Principal Executive Officer)
  
 
Cc: Allison Janell, Esq., Blank Rome LLP