Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Following is the annual report for Cornerstone Total Return Fund, Inc. (the “Fund”) for the year ended December 31, 2023. At the end of the year, the Fund’s net assets were $712.8 million and the Net Asset Value per share (“NAV”) was $6.49. The share price closed at $7.06. After reflecting the reinvestment of monthly distributions totaling $1.42 per share, the Fund achieved a total investment return at market value of 23.63% for the year ended December 31, 2023.

Early in the year, markets were rattled by another banking crisis when Silicon Valley Bank and Signature Bank failed. The Federal Reserve (the “Fed”) and additional regulators intervened to preserve the funds of their depositors and a trillion dollars vanished from banking equities. Investors continued to be uneasy, and several weeks later, the second-largest bank failure in U.S. history, First Republic Bank, also failed. The Fed increased interest rates four times throughout the course of the year, with three of those increases occurring in the first half. The most recent increase occurred in July 2023, elevating the rate range to its highest level in 23 years, which stood at 5.25% to 5.50%. At the outset of 2023, the labor market and broader economy were widely expected to slow substantially, the anticipated result of the Fed aggressive interest-rate-hiking campaign. Instead, robust labor supply and increased consumer spending supported the economy over the course of the year, facilitating employment activities amidst a decline in labor shortages. Employers created 2.7 million new jobs in 2023, representing a deceleration from the 4.8 million jobs added in 2022 but an improvement over the years leading up to the pandemic. Other data revealed that the number of vacant positions decreased from the beginning to the end of 2023, and that the rate of employee turnover is decreasing in comparison to the period preceding the pandemic. The consumer price index exhibited a year-on-year growth of 3.4% in December. Nevertheless, the marginal quickening from November’s advance of 3.1% indicates that inflationary pressures are not entirely contained. The fourth quarter of the year witnessed a 3.3% annualized expansion of the economy, propelled by both household and government expenditures. The quarterly reading decelerated from the 4.9% rate observed in the third quarter, albeit remaining at a healthy pace.

The majority of the Fund’s portfolio is comprised of domestic large-cap stocks, which generally performed well through the year. Toward the end of the third quarter and into the beginning of the fourth quarter, the S&P 500 index saw significant declines. However, only the third quarter saw negative returns for the S&P 500 index, but technology stocks continued to perform well through the end of the year. Our investing approach considers overall sector weighting and individual positions within each sector to balance the best potential for positive performance while taking advantage of occasional inefficiencies when prudent. We believe this approach adds objectivity through sector discipline, reduces volatility, and provides a conservative path to consistent long-term returns. In 2023, the strength of the Fund’s positions in Nvidia, Alphabet, and Amazon boosted overall returns. In contrast, the Fund’s holdings in Visa and UnitedHealthcare underperformed. The Fund benefitted from volatility in securities in the closed-end fund category during the year. Closed-end funds have an elastic effect on the Fund’s performance, sometimes benefiting performance and sometimes lagging depending on the broader market.

The Fund has maintained its policy of regular distributions to stockholders, which, we believe, are beneficial to investors. The Fund’s distributions are not tied to the Fund’s investment income and capital gains and do not represent yield or investment return on the Fund’s portfolio. The policy of maintaining regular monthly distributions is designed to enhance stockholder value by increasing liquidity for individual investors and providing greater flexibility to manage their investment in the Fund. As always, stockholders can take their distributions in cash or reinvest them in shares of the Fund pursuant to the Fund’s reinvestment plan. Pursuant to the Fund’s distribution policy, the monthly distribution amount for the year 2024 was reset to $0.1037 per share. The Board of Directors again approved a distribution percentage of 21% of net assets for the calendar year 2024. Under this policy, the annual percentage rate was applied to the Fund’s NAV at the end of October 2023 in order to determine the monthly distribution amount for 2024. The Board of Directors believes that the Fund’s distribution policy maintains a stable, high rate of distribution for stockholders. As always, the monthly distributions are reviewed and approved by the Board throughout the year and are subject to change at their discretion. In addition, the Fund’s reinvestment plan may provide additional benefit to participating stockholders, as explained further below. Please read the disclosure notes in the Fund’s report for details on the Fund’s distribution policy and reinvestment plan. As in previous years, stockholders receive a final determination of the total distribution attributable to income, capital gains, or return-of-capital after the end of each year. The allocation among these categories may vary greatly from year to year. In any given year, there is no guarantee that the Fund’s investment returns will exceed the amount of the distributions. To the extent that the amount of distributions taken in cash exceeds the total net investment returns of the Fund, the assets of the Fund will decline. If the total net investment returns exceed the amount of cash distributions, the assets of the Fund will increase. In both cases, the Fund’s individual stockholders have flexibility to receive their distributions in cash or to reinvest in Fund shares through the Fund’s reinvestment plan, and they can change this election as they desire.

The Fund’s distribution reinvestment plan may at times provide significant benefits to plan participants; therefore, stockholders should evaluate the advantages of reinvesting their distribution payments through the plan. Under the plan, the method for determining the number of newly issued shares received when distributions are reinvested is determined by dividing the amount of the distribution either by the Fund’s last reported NAV or by a price equal to the average closing price of the Fund over the five trading days preceding the payment date of the distribution, whichever is lower. When the Fund trades at a premium to its NAV, as it has in recent history, stockholders may find that reinvestments through the plan provide potential advantages worth considering.

We believe that the stock market is positioned for a period of profound expansion and ongoing development. The most prevalent forecasts among analysts show that the Fed is likely to reduce interest rates in the near future. In the coming months, inflation readings may have a significantly greater impact on when the central bank makes its initial cut. A number of important variables may have an impact on the stock market in 2024, including the rate of global economic recovery, geopolitical developments, technological progress, and sustainable practices. The velocity of economic expansion is anticipated to decelerate considerably in 2024 compared to recent years. As inflation moderates and the Federal Reserve is likely to consider interest rate reductions, sluggish employment and increased strain on Americans whose savings have been depleted since the beginning of the pandemic could pose obstacles to economic growth.

The Fund’s Board of Directors, its officers, and its investment adviser appreciate your ongoing support. We are all aware that investors have placed their trust in us. We know you have a choice, and we all remain committed to continuing to provide our service to you.

Comparison of the Change in Value of a $10,000 Investment in
Cornerstone Total Return Fund, Inc. at Market Value versus the S&P 500^® Index

Cornerstone Total Return Fund, Inc. (the “Fund”) was incorporated in New York on March 16, 1973 and commenced investment operations on May 15, 1973. Its investment objective is to seek capital appreciation with current income as a secondary objective. The Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end, diversified management investment company. As an investment company, the Fund follows the accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, “Financial Services – Investment Companies.”

Management Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make certain estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of increase (decrease) in net assets from operations during the reporting period. Actual results could differ from those estimates.

Subsequent Events: The Fund has evaluated the need for additional disclosures and/or adjustments resulting from subsequent events through the date its financial statements were issued. Based on this evaluation, no additional disclosures or adjustments were required to such financial statements.

Portfolio Valuation: Investments are stated at value in the accompanying financial statements. Readily marketable portfolio securities listed on the New York Stock Exchange (“NYSE”) are valued, except as indicated below, at the last sale price reflected on the consolidated tape at the close of the NYSE on the business day as of which such value is being determined. If there has been no sale on such day, the securities are valued at the mean of the closing bid and asked prices on such day. If no bid or asked prices are quoted on such day or if market prices may be unreliable because of events occurring after the close of trading, then the security is valued by such method as the Board of Directors shall determine in good faith to reflect its fair market value. Readily marketable securities not listed on the NYSE but listed on other domestic or foreign securities exchanges are valued in a like manner. Portfolio securities traded on more than one securities exchange are valued at the last sale price on the business day as of which such value is being determined as reflected on the consolidated tape at the close of the exchange representing the principal market for such securities. Securities trading on the Nasdaq Stock Market, Inc. (“NASDAQ”) are valued at the NASDAQ Official Closing Price.

Readily marketable securities traded in the over-the counter market, including listed securities whose primary market is believed by Cornerstone Advisors, LLC (the “Investment Manager” or “Cornerstone”) to be over-the-counter, are valued at the mean of the current bid and asked prices as reported by the NASDAQ or, in the case of securities not reported by the NASDAQ or a comparable source, as the Board of Directors deem appropriate to reflect their fair market value. Where securities are traded on more than one exchange and also over-the-counter, the securities will generally be valued using the quotations the Board of Directors believes reflect most closely the value of such securities. At December 31, 2023, the Fund held no securities valued in good faith by the Board of Directors.

The net asset value per share of the Fund is calculated weekly and on the last business day of the month with the exception of those days on which the NYSE is closed.

The Fund is exposed to financial market risks, including the valuations of its investment portfolio. During the year ended December 31, 2023, the Fund did not invest in derivative instruments or engage in hedging activities.

Investment Transactions and Investment Income: Investment transactions are accounted for on the trade date. The cost of investments sold is determined by use of the specific identification method for both financial reporting and income tax purposes. Interest income is recorded on an accrual basis; dividend income is recorded on the ex-dividend date.

The Fund holds certain investments which pay distributions to their stockholders based upon available funds from operations. It is possible for these dividends to exceed the underlying investments’ taxable earnings and profits resulting in the excess portion of such dividends being designated as a return of capital. Distributions received from investments in securities that represent a return of capital or long-term capital gains are treated as a reduction of the cost of investments or as a realized gain, respectively.

Taxes: No provision is made for U.S. federal income or excise taxes as it is the Fund’s intention to continue to qualify as a regulated investment company and to make the requisite distributions to its stockholders which will be sufficient to relieve it from all or substantially all U.S. federal income and excise taxes.

The Accounting for Uncertainty in Income Taxes Topic of the FASB Accounting Standards Codification defines the threshold for recognizing the benefits of tax-return positions in the financial statements as “more-likely-than-not” to be sustained by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50 percent likely to be realized. The Fund’s policy is to classify interest and penalties associated with underpayment of federal and state income taxes, if any, as income tax expense on its Statement of Operations. As of December 31, 2023, the Fund does not have any interest or penalties associated with the under-payment of any income taxes. Management reviewed any uncertain tax positions for open tax years 2020 through 2022, and for the year ended December 31, 2023. There was no material impact to the financial statements.

Distributions to Stockholders: Effective January 2002, the Fund initiated a fixed, monthly distribution to stockholders. On November 29, 2006, this distribution policy was updated to provide for the annual resetting of the monthly distribution amount per share based on the Fund’s net asset value on the last business day in each October. The terms of the distribution policy will be reviewed and approved at least annually by the Fund’s Board of Directors and can be modified at their discretion. To the extent that these distributions exceed the current earnings of the Fund, the balance will be generated from sales of portfolio securities held by the Fund, which will either be short-term or long- term capital gains, or a tax-free return-of-capital. To the extent these distributions are not represented by net investment income and capital gains, they will not represent yield or investment return on the Fund’s investment portfolio. The Fund plans to maintain this distribution policy even if regulatory requirements would make part of a return-of-capital, necessary to maintain the distribution, taxable to stockholders and to disclose that portion of the distribution that is classified as ordinary income. Although it has no current intention to do so, the Board may terminate this distribution policy at any time and such termination may have an adverse effect on the market price for the Fund’s common shares. The Fund determines annually whether to distribute any net realized long-term capital gains in excess of net realized short-term capital losses, including capital loss carryovers, if any. To the extent that the Fund’s taxable income in any calendar year exceeds the aggregate amount distributed pursuant to this distribution policy, an additional distribution may be made to avoid the payment of a 4% U.S. federal excise tax, and to the extent that the aggregate amount distributed in any calendar year exceeds the Fund’s taxable income, the amount of that excess may constitute a return-of-capital for tax purposes.

A return-of-capital distribution reduces the cost basis of an investor’s shares in the Fund. Dividends and distributions to stockholders are recorded by the Fund on the ex-dividend date.

As required by the Fair Value Measurement and Disclosures Topic of the FASB Accounting Standards Codification, the Fund has performed an analysis of all assets and liabilities measured at fair value to determine the significance and character of all inputs to their fair value determination.

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into the following three broad categories:

Securities or other assets that are not publicly traded or for which a market price is not otherwise readily available will be valued at a price that reflects such security’s fair value, as determined by the Investment Manager and ratified by the Board in accordance with the Fund’s Policy for Valuation of Portfolio Securities. In making such fair value determinations, the Investment Manager is required to consider all appropriate factors relevant to the value of securities for which other pricing sources are not available or reliable as described above. No single method exists for determining fair value, because fair value depends upon the circumstances of each individual case. As a general principle, the current fair value of a security being valued would be the amount that the Fund might reasonably expect to receive upon the current sale. Methods that are in accordance with this principle may, for example, be based on (i) a multiple of earnings; (ii) a discount from market prices of a similar freely traded security (including a derivative security or a basket of securities traded on other markets, exchanges or among dealers); or (iii) yield to maturity with respect to debt issues, or a combination of these and other methods. Fair-value pricing is permitted if, in the Investment Manager’s opinion, the validity of market quotations appears to be questionable based on factors such as evidence of a thin market in the security based on a small number of quotations, a significant event occurs after the close of a market but before the Fund’s NAV calculation that may affect a security’s value, or the Investment Manager is aware of any other data that calls into question the reliability of market quotations.

The following is a summary of the Fund’s investments and the inputs used as of December 31, 2023, in valuing the investments carried at value:

The breakdown of the Fund’s investments into major categories is disclosed in its Schedule of Investments.

The Fund did not have any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) at December 31, 2023.

At December 31, 2023, certain officers of the Fund are also officers of Cornerstone or Ultimus Fund Solutions, LLC (“Ultimus”). Such officers are paid no fees by the Fund for serving as officers of the Fund.

Cornerstone serves as the Fund’s Investment Manager with respect to all investments. As compensation for its investment management services, Cornerstone receives from the Fund an annual fee, calculated weekly and paid monthly, equal to 1.00% of the Fund’s average weekly net assets. For the year ended December 31, 2023, Cornerstone earned $6,814,640 for investment management services.

Under the fund accounting and administration agreement with the Fund, Ultimus is responsible for generally managing the administrative affairs of the Fund, including supervising the preparation of reports to stockholders, reports to and filings with the Securities and Exchange Commission (“SEC”) and materials for meetings of the Board.

Ultimus is also responsible for calculating the net asset value per share and maintaining the financial books and records of the Fund. Ultimus is entitled to receive a fee in accordance with the agreements. For the year ended December 31, 2023, Ultimus earned $371,586 as fund accounting agent and administrator

For the year ended December 31, 2023, purchases and sales of securities, other than short-term investments, were $403,852,639 and $497,753,223, respectively.

The Fund has 1,000,000,000 shares of common stock authorized and 109,823,100 shares issued and outstanding at December 31, 2023. Transactions in common stock for the year ended December 31, 2023, were as follows:

Income and capital gains distributions are determined in accordance with federal income tax regulations, which may differ from GAAP. These differences are primarily due to differing treatments of losses deferred due to wash sales.

The tax character of dividends and distributions paid to stockholders during the years ended December 31, 2023 and December 31, 2022 was as follows:

At December 31, 2023, the components of accumulated earnings on a tax basis for the Fund were as follows:

The following information is computed on a tax basis for each item as of December 31, 2023:

To the Stockholders and Board of Directors of
Cornerstone Total Return Fund, Inc.

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Cornerstone Total Return Fund, Inc. (the “Fund”) as of December 31, 2023, the related statement of operations for the year then ended, the statements of changes in net assets, the related notes, and the financial highlights for each of the two years in the period then ended (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2023, the results of its operations for the year then ended, the changes in net assets, and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

The Fund’s financial highlights for the years ended December 31, 2021, and prior, were audited by other auditors whose report dated February 23, 2022, expressed an unqualified opinion on those financial highlights.

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

This notification along with Form 1099-DIV reflects the amount to be used by calendar year taxpayers on their U.S. federal income tax returns. As indicated in this notice, a portion of the Fund’s distributions for 2023 were comprised of a return-of-capital; accordingly, these distributions do not represent yield or investment return on the Fund’s portfolio.

The Fund has met the requirements to pass through 100% of its ordinary income dividends as qualified dividends, which are subject to a maximum federal tax rate of 23.8% (20% qualified dividends maximum long-term capital gain rate plus 3.8% Medicare tax). This is reported in Box 1b on Form 1099-DIV. Ordinary income dividends should be reported as dividend income on Form 1040. Please note that to utilize the lower tax rate for qualifying dividend income, stockholders generally must have held their shares in the Fund for at least 61 days during the 121 day period beginning 60 days before the ex-dividend date.

Long-term capital gain distributions arise from gains on securities held by the Fund for more than one year. They are subject to a maximum federal rate of 20% (23.8%, reflecting 3.8% Medicare tax on income exceeding certain threshold amounts).

Foreign stockholders will generally be subject to U.S. withholding tax on the amount of the actual ordinary income dividend paid by the Fund.

In general, distributions received by tax-exempt recipients (e.g., IRA’s and Keoghs) need not be reported as taxable income for U.S. federal income tax purposes. However, some retirement trusts (e.g., corporate, Keogh and 403(b)(7) plans) may need this information for their annual information reporting.

Stockholders are strongly advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.

Additional Information Regarding the Fund’s Directors
and Corporate Officers (unaudited)

Additional Information Regarding the Fund’s Directors
and Corporate Officers (unaudited) (continued)

Additional Information Regarding the Fund’s Directors
and Corporate Officers (unaudited) (concluded)

Risk Factors

An investment in the Fund’s shares is subject to risks. The value of the Fund’s investments will increase or decrease based on changes in the prices of the investments it holds. You could lose money by investing in the Fund. By itself, the Fund does not constitute a balanced investment program. You should consider carefully the following principal risks before investing in the Fund. There may be additional risks that the Fund does not currently foresee or consider material. You may wish to consult with your legal or tax advisors, before deciding whether to invest in the Fund. This section describes the principal risk factors associated with investment in the Fund specifically, as well as those factors generally associated with investment in an investment company with investment objectives, investment policies, capital structure or trading markets similar to the Fund’s. Each risk summarized below is a principal risk of investing in the Fund and different risks may be more significant at different times depending upon market conditions or other factors. The Fund bears these risks directly and indirectly through its investments in other investment companies.

Principal Risks

Stock Market Volatility. Stock markets can be volatile. In other words, the prices of stocks can rise or fall rapidly in response to developments affecting a specific company or industry, changing economic, political or market conditions, inflation, changes in interest rate levels, lack of liquidity in the markets, volatility in the equities or other securities markets, adverse investor sentiment or political events. The Fund is subject to the general risk that the value of its investments may decline if the stock markets perform poorly. There is also a risk that the Fund’s investments will underperform either the securities markets generally or particular segments of the securities markets.

Market Disruption and Geopolitical Risk. The Fund is subject to the risk that geopolitical events will disrupt securities markets and adversely affect global economies and markets. Governments may respond aggressively to such events, including by closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines or similar restrictions, as well as the forced or voluntary closure of, or operational changes to, many retail and other businesses, which could have negative impacts, and in many cases severe negative impacts, on markets worldwide. War, terrorism, and related geopolitical events (and their aftermath) have led, and in the future may lead, to increased short-term market volatility and may have adverse long-term effects on U.S. and world economies and markets generally. Likewise, natural and environmental disasters, such as, for example, earthquakes, fires, floods, hurricanes, tsunamis and weather-related phenomena generally, as well as the spread of infectious illness or other public health issues, including widespread epidemics or pandemics such as the COVID-19 outbreak in 2020, and systemic market dislocations can be highly disruptive to economies and markets. Those events as well as other changes in non-U.S. and domestic economic and political conditions also could adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of Fund investments.

The COVID-19 outbreak in 2020 resulted in travel restrictions and disruptions, closed borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, quarantines, event cancellations and restrictions, service cancellations or reductions, disruptions to business operations, supply chains and customer activity, lower consumer demand for goods and services, as well as general concern and uncertainty that has negatively affected the economic environment. The impact of this outbreak and any other epidemic or pandemic that may arise in the future could adversely affect the economies of many nations or the entire global economy, the financial performance of individual issuers, borrowers and sectors and the health of capital markets and other markets generally in potentially significant

Fund Investment Objectives, Policies and Risks (unaudited) (continued)

and unforeseen ways. This crisis or other public health crises may also exacerbate other pre-existing political, social and economic risks in certain countries or globally. The foregoing could lead to a significant economic downturn or recession, increased market volatility, a greater number of market closures, higher default rates and adverse effects on the values and liquidity of securities or other assets. Such impacts, which may vary across asset classes, may adversely affect the performance of the Fund and a stockholder’s investment in the Fund.

Issuer Specific Changes. Changes in the financial condition of an issuer, changes in the specific economic or political conditions that affect a particular type of security or issuer, and changes in general economic or political conditions can affect the credit quality or value of an issuer’s securities. Lower-quality debt securities tend to be more sensitive to these changes than higher-quality debt securities.

Closed-End Fund Risk. Closed-end investment companies are subject to the risks of investing in the underlying securities. The Fund, as a holder of the securities of the closed-end investment company, will bear its pro rata portion of the closed-end investment company’s expenses, including advisory fees. These expenses are in addition to the direct expenses of the Fund’s own operations.

Common Stock Risk. The Fund will invest a significant portion of its net assets in common stocks. Common stocks represent an ownership interest in a company. The Fund may also invest in securities that can be exercised for or converted into common stocks (such as convertible preferred stock). Common stocks and similar equity securities are more volatile and more risky than some other forms of investment. Therefore, the value of your investment in the Fund may sometimes decrease instead of increase. Common stock prices fluctuate for many reasons, including changes in investors’ perceptions of the financial condition of an issuer, the general condition of the relevant stock market or when political or economic events affecting the issuers occur. In addition, common stock prices may be sensitive to rising interest rates, as the costs of capital rise for issuers. Because convertible securities can be converted into equity securities, their values will normally increase or decrease as the values of the underlying equity securities increase or decrease. The common stocks in which the Fund will invest are structurally subordinated to preferred securities, bonds and other debt instruments in a company’s capital structure in terms of priority to corporate income and assets and, therefore, will be subject to greater risk than the preferred securities or debt instruments of such issuers.

Defensive Positions. During periods of adverse market or economic conditions, the Fund may temporarily invest all or a substantial portion of its net assets in cash or cash equivalents. The Fund would not be pursuing its investment objective in these circumstances and could miss favorable market developments.

Foreign Securities Risk. Investments in securities of non-U.S. issuers involve special risks not presented by investments in securities of U.S. issuers, including the following: less publicly available information about companies due to less rigorous disclosure or accounting standards or regulatory practices; the impact of political, social or diplomatic events, including war; possible seizure, expropriation or nationalization of the company or its assets; possible imposition of currency exchange controls; and changes in foreign currency exchange rates. These risks are more pronounced to the extent that the Fund invests a significant amount of its investments in companies located in one region. These risks may be greater in emerging markets and in less developed countries. For example, prior governmental approval for foreign investments may be required in some emerging market countries, and the extent of foreign investment may be subject to limitation in other emerging countries. With respect to risks associated with changes in foreign currency exchange rates, the Fund does not expect to engage in foreign currency hedging transactions.

Fund Investment Objectives, Policies and Risks (unaudited) (continued)

Global Market Risk. An investment in Fund shares is subject to investment risk, including the possible loss of the entire principal amount invested. The Fund is subject to the risk that geopolitical and other similar events will disrupt the economy on a national or global level. For instance, war, terrorism, market manipulation, government defaults, government shutdowns, political changes or diplomatic developments, public health emergencies (such as the spread of infectious diseases, pandemics and epidemics) and natural/environmental disasters can all negatively impact the securities markets.

Managed Distribution Policy Risk. The Fund’s managed distribution policy (the “Distribution Policy”) makes monthly distributions to stockholders at a rate that may include periodic distributions of its net income and net capital gains (“Net Earnings”), or from return-of-capital. For any fiscal year where total cash distributions exceeded Net Earnings (the “Excess”), the Excess would decrease the Fund’s total assets and, as a result, would have the likely effect of increasing the Fund’s expense ratio. There is a risk that the total Net Earnings from the Fund’s portfolio would not be great enough to offset the amount of cash distributions paid to stockholders. If this were to be the case, the Fund’s assets would be depleted, and there is no guarantee that the Fund would be able to replace the assets. In addition, in order to make such distributions the Fund may have to sell a portion of its investment portfolio, at a time when independent investment judgment might not dictate such action. Furthermore, such assets used to make distributions will not be available for investment pursuant to the Fund’s investment objective. Distributions may constitute a return of capital to stockholders and lower the tax basis in their shares which, for the taxable stockholders, will defer any potential gains until the shares are sold. For the taxable stockholders, the portion of distribution that constitutes ordinary income and/or capital gains is taxable to such stockholders in the year the distribution is declared. A return of capital is non-taxable to the extent of the stockholder’s basis in the shares. The stockholders would reduce their basis (but not below zero) in the shares by the amount of the distribution and therefore may result in an increase in the amount of any taxable gain on a subsequent disposition of such shares, even if such shares are sold at a loss to the stockholder’s original investment amount. Any return of capital will be separately identified when stockholders receive their tax statements. Any return of capital that exceeds cost basis may be treated as capital gain. Stockholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund. The Fund may need to raise additional capital in order to maintain the Distribution Policy.

Management Risk. The Fund is subject to management risk because it is an actively managed portfolio. The Fund’s successful pursuit of its investment objective depends upon the Investment Manager’s ability to find and exploit market inefficiencies with respect to undervalued securities. Such situations occur infrequently and sporadically and may be difficult to predict and may not result in a favorable pricing opportunity that allows the Investment Manager to fulfill the Fund’s investment objective. The Investment Manager’s security selections and other investment decisions might produce losses or cause the Fund to underperform when compared to other funds with similar investment goals. If one or more key individuals leave the employ of the Investment Manager, the Investment Manager may not be able to hire qualified replacements or may require an extended time to do so. This could prevent the Fund from achieving its investment objective.

Other Investment Company Securities Risk. The Fund may invest in the securities of other closed-end investment companies and in ETFs. Investing in other investment companies and ETFs involves substantially the same risks as investing directly in the underlying instruments, but the total return on such investments at the investment company level may be reduced by the operating expenses and fees of such other investment companies, including advisory fees. To the extent the Fund invests a portion of its assets in investment company securities, those assets will be subject to the risks of the purchased investment company’s portfolio

Fund Investment Objectives, Policies and Risks (unaudited) (continued)

securities, and a stockholder in the Fund will bear not only his proportionate share of the expenses of the Fund, but also, indirectly the expenses of the purchased investment company. There can be no assurance that the investment objective of any investment company or ETF in which the Fund invests will be achieved.

Although the Fund currently does not intend to use financial leverage, the securities of other investment companies in which the Fund invests may be leveraged, which will subject the Fund to the risks associated with the use of leverage. Such risks include, among other things, the likelihood of greater volatility of the net asset value and market price of such shares; the risk that fluctuations in interest rates on the borrowings of such investment companies, or in the dividend rates on preferred shares that they must pay, will cause the yield on the shares of such companies to fluctuate more than the yield generated by unleveraged shares; and the effect of leverage in a declining market, which is likely to cause a greater decline in the net asset value of such shares than if such companies did not use leverage, which may result in a greater decline in the market price of such shares.

Non-Principal Risks

In addition to the principal risks set forth above, the following additional risks may apply to an investment in the Fund.

Anti-Takeover Provisions. The Fund’s Charter and Bylaws include provisions that could limit the ability of other persons or entities to acquire control of the Fund or to cause it to engage in certain transactions or to modify its structure.

Convertible Securities Risk. The value of a convertible security, including, for example, a warrant, is a function of its “investment value” (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its “conversion value” (the security’s worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also have an effect on the convertible security’s investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. Generally, the conversion value decreases as the convertible security approaches maturity. To the extent the market price of the underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock while holding a fixed income security.

A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by the Fund is called for redemption, the Fund will be required to permit the issuer to redeem the security, convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on the Fund’s ability to achieve its investment objective.

Credit Risk. Fixed income securities rated B or below by S&Ps or Moody’s may be purchased by the Fund. These securities have speculative characteristics and changes in economic conditions or other circumstances are more likely to lead to a weakened capacity of those issuers to make principal or interest payments, as compared to issuers of more highly rated securities.

Fund Investment Objectives, Policies and Risks (unaudited) (continued)

Debt Security Risk. In addition to interest rate risk, call risk and extension risk, debt securities are also subject to the risk that they may also lose value if the issuer fails to make principal or interest payments when due, or the credit quality of the issuer falls.

Extension Risk. The Fund is subject to the risk that an issuer will exercise its right to pay principal on an obligation held by that Fund (such as mortgage-backed securities) later than expected. This may happen when there is a rise in interest rates. These events may lengthen the duration (i.e. interest rate sensitivity) and potentially reduce the value of these securities.

Foreign Currency Risk. Although the Fund will report its net asset value and pay expenses and distributions in U.S. dollars, the Fund may invest in foreign securities denominated or quoted in currencies other than the U.S. dollar. Therefore, changes in foreign currency exchange rates will affect the U.S. dollar value of the Fund’s investment securities and net asset value. For example, even if the securities prices are unchanged on their primary foreign stock exchange, the Fund’s net asset value may change because of a change in the rate of exchange between the U.S. dollar and the trading currency of that primary foreign stock exchange. Certain currencies are more volatile than those of other countries and Fund investments related to those countries may be more affected. Generally, if a foreign currency depreciates against the dollar (i.e., if the dollar strengthens), the value of the existing investment in the securities denominated in that currency will decline. When a given currency appreciates against the dollar (i.e., if the dollar weakens), the value of the existing investment in the securities denominated in that currency will rise. Certain foreign countries may impose restrictions on the ability of foreign securities issuers to make payments of principal and interest to investors located outside of the country, due to a blockage of foreign currency exchanges or otherwise.

Illiquid Securities. The Fund may invest up to 20% of its respective net assets in illiquid securities. Illiquid securities may offer a higher yield than securities which are more readily marketable, but they may not always be marketable on advantageous terms. The sale of illiquid securities often requires more time and results in higher brokerage charges or dealer discounts than does the sale of securities eligible for trading on national securities exchanges or in the over-the-counter markets. A security traded in the U.S. that is not registered under the Securities Act will not be considered illiquid if Fund management determines that an adequate investment trading market exists for that security. However, there can be no assurance that a liquid market will exist for any security at a particular time.

Interest Rate Risk. Debt securities have varying levels of sensitivity to changes in interest rates. In general, the price of a debt security can fall when interest rates rise and can rise when interest rates fall. Securities with longer maturities and mortgage securities can be more sensitive to interest rate changes although they usually offer higher yields to compensate investors for the greater risks. The longer the maturity of the security, the greater the impact a change in interest rates could have on the security’s price. In addition, short-term and long-term interest rates do not necessarily move in the same amount or the same direction. Short-term securities tend to react to changes in short-term interest rates and long-term securities tend to react to changes in long-term interest rates.

Investment in Small and Mid-Capitalization Companies. The Fund may invest in companies with mid or small sized capital structures (generally a market capitalization of $5 billion or less). Accordingly, the Fund may be subject to the additional risks associated with investment in these companies. The market prices of the securities of such companies tend to be more volatile than those of larger companies. Further, these securities tend to trade at a lower volume than those of larger more established companies. If the Fund is heavily invested in these securities and the value of these securities suddenly declines, that Fund will be susceptible to significant losses.

Fund Investment Objectives, Policies and Risks (unaudited) (continued)

Leverage Risk. Utilization of leverage is a speculative investment technique and involves certain risks to the holders of common stock. These include the possibility of higher volatility of the net asset value of the common stock and potentially more volatility in the market value of the common stock. So long as the Fund is able to realize a higher net return on its investment portfolio than the then current cost of any leverage together with other related expenses, the effect of the leverage will be to cause holders of common stock to realize higher current net investment income than if the Fund were not so leveraged. On the other hand, to the extent that the then current cost of any leverage, together with other related expenses, approaches the net return on the Fund’s investment portfolio, the benefit of leverage to holders of common stock will be reduced, and if the then current cost of any leverage were to exceed the net return on the Fund’s portfolio, the Fund’s leveraged capital structure would result in a lower rate of return to stockholders than if the Fund were not so leveraged. There can be no assurance that the Fund’s leverage strategy will be successful.

Market Discount from Net Asset Value. Shares of closed-end investment companies frequently trade at a discount from their net asset value. This characteristic is a risk separate and distinct from the risk that the Fund’s net asset value could decrease as a result of its investment activities. Whether investors will realize gains or losses upon the sale of the shares will depend not upon the Fund’s net asset value but entirely upon whether the market price of the shares at the time of sale is above or below the investor’s purchase price for the shares. Because the market price of the shares will be determined by factors such as relative supply of and demand for the shares in the market, general market and economic conditions, and other factors beyond the control of the Fund, the Fund cannot predict whether the shares will trade at, below or above net asset value.

Portfolio Turnover Risk. The Investment Manager cannot predict the Fund’s securities portfolio turnover rate with certain accuracy, but anticipates that its annual portfolio turnover rate will normally range between 10% and 90% under normal market conditions. However, it could be materially higher under certain conditions. Higher portfolio turnover rates could result in corresponding increases in brokerage commissions and may generate short-term capital gains taxable as ordinary income.

Preferred Securities Risk. Investment in preferred securities carries risks including credit risk, deferral risk, redemption risk, limited voting rights, risk of subordination and lack of liquidity. Fully taxable or hybrid preferred securities typically contain provisions that allow an issuer, at its discretion, to defer distributions for up to 20 consecutive quarters. Traditional preferreds also contain provisions that allow an issuer, under certain conditions to skip (in the case of “noncumulative preferreds”) or defer (in the case of “cumulative preferreds”), dividend payments. If the Fund owns a preferred security that is deferring its distributions, the Fund may be required to report income for tax purposes while it is not receiving any distributions. Preferred securities typically contain provisions that allow for redemption in the event of tax or security law changes in addition to call features at the option of the issuer. In the event of a redemption, the Fund may not be able to reinvest the proceeds at comparable rates of return. Preferred securities typically do not provide any voting rights, except in cases when dividends are in arrears beyond a certain time period, which varies by issue. Preferred securities are subordinated to bonds and other debt instruments in a company’s capital structure in terms of priority to corporate income and liquidation payments, and therefore will be subject to greater credit risk than those debt instruments. Preferred securities may be substantially less liquid than many other securities, such as U.S. government securities, corporate debt or common stocks. Dividends paid on preferred securities will generally not qualify for the reduced federal income tax rates applicable to qualified dividends under the Code.

Real Estate Investment Trust (“REIT”) Risk. Investments in REITs will subject the Fund to various risks. The first, real estate industry risk, is the risk that REIT share prices will decline because of adverse developments affecting the real estate industry and real property values. In general, real estate values can

Fund Investment Objectives, Policies and Risks (unaudited) (continued)

be affected by a variety of factors, including supply and demand for properties, the economic health of the country or of different regions, and the strength of specific industries that rent properties. REITs often invest in highly leveraged properties. The second risk is the risk that returns from REITs, which typically are small or medium capitalization stocks, will trail returns from the overall stock market. The third, interest rate risk, is the risk that changes in interest rates may hurt real estate values or make REIT shares less attractive than other income producing investments. REITs are also subject to heavy cash flow dependency, defaults by borrowers and self-liquidation.

Qualification as a REIT under the Code in any particular year is a complex analysis that depends on a number of factors. There can be no assurance that the entities in which the Fund invests with the expectation that they will be taxed as a REIT will qualify as a REIT. An entity that fails to qualify as a REIT would be subject to a corporate level tax, would not be entitled to a deduction for dividends paid to its stockholders and would not pass through to its stockholders the character of income earned by the entity. If the Fund were to invest in an entity that failed to qualify as a REIT, such failure could drastically reduce the Fund’s yield on that investment.

REITs can be classified as equity REITs, mortgage REITs and hybrid REITs. Equity REITs invest primarily in real property and earn rental income from leasing those properties. They may also realize gains or losses from the sale of properties. Equity REITs will be affected by conditions in the real estate rental market and by changes in the value of the properties they own. Mortgage REITs invest primarily in mortgages and similar real estate interests and receive interest payments from the owners of the mortgaged properties. They are paid interest by the owners of the financed properties. Mortgage REITs will be affected by changes in creditworthiness of borrowers and changes in interest rates. Hybrid REITs invest both in real property and in mortgages. Equity and mortgage REITs are dependent upon management skills, may not be diversified and are subject to the risks of financing projects.

Dividends paid by REITs will not generally qualify for the reduced U.S. federal income tax rates applicable to qualified dividends under the Code, provided, however, the Fund may designate certain dividends from a REIT as “Section 199A dividends,” which may be taxed to individual stockholders and other non-corporate stockholders at a reduced effective U.S. federal income tax rate depending on whether certain requirements are satisfied.

The Fund’s investment in REITs may include an additional risk to stockholders. Some or all of a REIT’s annual distributions to its investors may constitute a non-taxable return of capital. Any such return of capital will generally reduce the Fund’s basis in the REIT investment, but not below zero. To the extent the distributions from a particular REIT exceed the Fund’s basis in such REIT, the Fund will generally recognize gain. In part because REIT distributions often include a nontaxable return of capital, Fund distributions to stockholders may also include a nontaxable return of capital. Stockholders that receive such a distribution will also reduce their tax basis in their shares of the Fund, but not below zero. To the extent the distribution exceeds a stockholder’s basis in the Fund shares, such stockholder will generally recognize capital gain.

Repurchase Agreement Risk. The Funds does not enter into nor does it currently intend to enter into repurchase agreements, however, if the Fund were to enter into repurchase agreements, the Fund could suffer a loss if the proceeds from a sale of the securities underlying a repurchase agreement to which it is a party turns out to be less than the repurchase price stated in the agreement. In addition, repurchase agreements may involve risks in the event of default or insolvency of the seller, including possible delays or restrictions upon the Fund’s ability to dispose of the underlying securities.

Fund Investment Objectives, Policies and Risks (unaudited) (concluded)

Securities Lending Risk. Securities lending is subject to the risk that loaned securities may not be available to the Fund on a timely basis and the Fund may, therefore, lose the opportunity to sell the securities at a desirable price. Any loss in the market price of securities loaned by the Fund that occurs during the term of the loan would be borne by the Fund and would adversely affect the Fund’s performance. Also, there may be delays in recovery, or no recovery, of securities loaned or even a loss of rights in the collateral should the borrower of the securities fail financially while the loan is outstanding. The Fund retains the right to recall securities that it lends to enable it to vote such securities if it determines such vote to be material. Despite its right to recall securities lent, there can be no guarantee that recalled securities will be received timely to enable the Fund to vote those securities. The Fund does not anticipate having any securities lending income during the current calendar year.

Cornerstone Total Return Fund, Inc. (the “Fund”) operates a Dividend Reinvestment Plan (the “Plan”), administered by Equiniti Trust Company, LLC (the “Agent”), pursuant to which the Fund’s income dividends or capital gains or other distributions (each, a “Distribution” and collectively, “Distributions”), net of any applicable U.S. withholding tax, are reinvested in shares of the Fund.

Stockholders automatically participate in the Fund’s Plan, unless and until an election is made to withdraw from the Plan on behalf of such participating stockholder. Stockholders who do not wish to have Distributions automatically reinvested should so notify the Agent at 48 Wall Street, 23rd Floor, New York, NY 10005. Under the Plan, the Fund’s Distributions to stockholders are reinvested in full and fractional shares as described below.

When the Fund declares a Distribution the Agent, on the stockholder’s behalf, will (i) receive additional authorized shares from the Fund either newly issued or repurchased from stockholders by the Fund and held as treasury stock (“Newly Issued Shares”) or (ii) purchase outstanding shares on the open market, on the NYSE American or elsewhere, with cash allocated to it by the Fund (“Open Market Purchases”).

The method for determining the number of Newly Issued Shares received when Distributions are reinvested will be determined by dividing the amount of the Distribution either by the Fund’s last reported net asset value per share or by a price equal to the average closing price of the Fund over the five trading days preceding the payment date of the Distribution, whichever is lower. However, if the last reported net asset value of the Fund’s shares is higher than the average closing price of the Fund over the five trading days preceding the payment date of the Distribution ice (i.e., the Fund is selling at a discount), shares may be acquired by the Agent in Open Market Purchases and allocated to the reinvesting stockholders based on the average cost of such Open Market Purchases. Upon notice from the Fund, the Agent will receive the distribution in cash and will purchase shares of common stock in the open market, on the NYSE American or elsewhere, for the participants’ accounts, except that the Agent will endeavor to terminate purchases in the open market and cause the Fund to issue the remaining shares if, following the commencement of the purchases, the market value of the shares, including brokerage commissions, exceeds the net asset value at the time of valuation. These remaining shares will be issued by the Fund at a price equal to the net asset value at the time of valuation.

In a case where the Agent has terminated open market purchases and caused the issuance of remaining shares by the Fund, the number of shares received by the participant in respect of the cash dividend or distribution will be based on the weighted average of prices paid for shares purchased in the open market, including brokerage commissions, and the price at which the Fund issues the remaining shares. To the extent that the Agent is unable to terminate purchases in the open market before the Agent has completed its purchases, or remaining shares cannot be issued by the Fund because the Fund declared a dividend or distribution payable only in cash, and the market price exceeds the net asset value of the shares, the average share purchase price paid by the Agent may exceed the net asset value of the shares, resulting in the acquisition of fewer shares than if the dividend or distribution had been paid in shares issued by the Fund.

Whenever the Fund declares a Distribution and the last reported net asset value of the Fund’s shares is higher than its market price, the Agent will apply the amount of such Distribution payable to Plan participants of the Fund in Fund shares (less such Plan participant’s pro rata share of brokerage commissions incurred with respect to Open Market Purchases in connection with the reinvestment of such Distribution) to the purchase on the open market of Fund shares for such Plan participant’s account. Such purchases will be made on or after the payable date for such Distribution, and in no event more than 30 days after such date except where temporary curtailment or suspension of purchase is necessary to comply with applicable provisions of

federal securities laws. The Agent may aggregate a Plan participant’s purchases with the purchases of other Plan participants, and the average price (including brokerage commissions) of all shares purchased by the Agent shall be the price per share allocable to each Plan participant.

Registered stockholders who do not wish to have their Distributions automatically reinvested should so notify the Fund in writing. If a stockholder has not elected to receive cash Distributions and the Agent does not receive notice of an election to receive cash Distributions prior to the record date of any Distribution, the stockholder will automatically receive such Distributions in additional shares.

Participants in the Plan may withdraw from the Plan by providing written notice to the Agent at least 30 days prior to the applicable Distribution payment date. The Agent will maintain all stockholder accounts in the Plan and furnish written confirmations of all transactions in the accounts, including information needed by stockholders for personal and tax records The Agent will hold shares in the account of the Plan participant in non-certificated form in the name of the participant, and each stockholder’s proxy will include those shares purchased pursuant to the Plan. The Agent will distribute all proxy solicitation materials to participating stockholders.

In the case of stockholders, such as banks, brokers or nominees, that hold shares for others who are beneficial owners participating in the Plan, the Agent will administer the Plan on the basis of the number of shares certified from time to time by the record stockholder as representing the total amount of shares registered in the stockholder’s name and held for the account of beneficial owners participating in the Plan.

Neither the Agent nor the Fund shall have any responsibility or liability beyond the exercise of ordinary care for any action taken or omitted pursuant to the Plan, nor shall they have any duties, responsibilities or liabilities except such as expressly set forth herein. Neither shall they be liable hereunder for any act done in good faith or for any good faith omissions to act, including, without limitation, failure to terminate a participants account prior to receipt of written notice of his or her death or with respect to prices at which shares are purchased or sold for the participants account and the terms on which such purchases and sales are made, subject to applicable provisions of the federal securities laws.

The automatic reinvestment of Distributions will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such Distributions. The Fund reserves the right to amend or terminate the Plan. There is no direct service charge to participants with regard to purchases in the Plan.

Participants may at any time sell some or all their shares though the Agent. Shares may be sold via the internet at www.equiniti.com or through the toll free number. Participants can also use the tear off portion attached to the bottom of their statement and mail the request to Equiniti Trust Company LLC, 48 Wall Street, 23rd Floor, New York, NY 10005. There is a commission of $0.05 per share.

All correspondence concerning the Plan should be directed to Equiniti Trust Company, LLC, 48 Wall Street, 23rd Floor, New York, NY 10005. Certain transactions can be performed online at www.equiniti.com or by calling the toll-free number (866) 668-6558.

The policies and procedures that the Fund uses to determine how to vote proxies relating to its portfolio securities are available:

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge, upon request, by calling toll-free (866) 668-6558, and on the SEC’s website at www.sec.gov or on the Fund’s website at www.cornerstonetotalreturnfund.com (See Form N-PX).

The Fund files a complete schedule of its portfolio holdings for the first and third quarters of its fiscal year with the SEC as an exhibit to Form N-PORT. The Fund’s Form N-PORT is available on the SEC’s website at www.sec.gov.

Cornerstone Total Return Fund, Inc. is a closed-end, diversified investment company whose shares trade on the NYSE American. Its investment objective is to seek capital appreciation with current income as a secondary objective. The Fund is managed by Cornerstone Advisors, LLC.

The Fund is listed on the NYSE American (symbol “CRF”). The previous week’s net asset value per share, market price, and related premium or discount are available on the Fund’s website at www.cornerstonetotalreturnfund.com.

As of the end of the period covered by this report, the registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. Pursuant to Item 13(a)(1), a copy of registrant's code of ethics is filed as an exhibit to this Form N-CSR. During the period covered by this report, the code of ethics has not been amended, and the registrant has not granted any waivers, including implicit waivers, from the provisions of the code of ethics.

The registrant’s board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee. The name of the audit committee financial expert is Frank J. Maresca. Mr. Maresca is “independent” for purposes of this Item.

The registrant and Cornerstone Advisors, LLC, the registrant's investment adviser, share the same proxy voting policies and procedures. The proxy voting policies and procedures of the registrant and Cornerstone Advisors, LLC are attached as Exhibit 99.VOTEREG.

Ralph W. Bradshaw is the portfolio manager of the registrant. Mr. Ralph W. Bradshaw has acted as portfolio manager since 2002. Mr. Ralph W. Bradshaw is President of Cornerstone Advisors, LLC and serves as President and Chairman of the Board of the registrant and Cornerstone Strategic Value Fund, Inc.

Joshua G. Bradshaw is a co-portfolio manager of the registrant. Mr. Joshua G. Bradshaw has acted as co-portfolio manager since 2018. Mr. Joshua G. Bradshaw is the Chief Operating Officer (since May 2023) and was a Vice President (2016 – April 2023) of Cornerstone Advisors, LLC and serves as a Director and Assistant Secretary of the registrant and a Director and Assistant Secretary of Cornerstone Strategic Value Fund, Inc.

Daniel W. Bradshaw is a co-portfolio manager of the registrant. Mr. Daniel W. Bradshaw has acted as co-portfolio manager since 2018. Mr. Daniel W. Bradshaw is the Chief Investment Officer (since May 2023) and was a Vice President (February 2018 – April 2023) of Cornerstone Advisors, LLC and serves as a Director and Assistant Secretary of the registrant and a Director and Assistant Secretary of Cornerstone Strategic Value Fund, Inc.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant's board of directors that have been implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) or this Item.

(a) Based on their evaluation of the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days of the filing date of this report, the registrant’s principal executive officer and principal financial officer have concluded that such disclosure controls and procedures are reasonably designed and are operating effectively to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this report is being prepared, and that the information required in filings on Form N-CSR is recorded, processed, summarized, and reported on a timely basis.

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated.

(a)(3) Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons: Not applicable

(a)(4) Change in the registrant’s independent public accountants: not applicable

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

225 Pictoria Drive, Suite 450 Cincinnati, OH	45246
(Address of principal executive offices)	(Zip code)

Average Annual Total Returns (for periods ended December 31, 2023)
	1 Year	5 Years	10 Years
Cornerstone Total Return Fund, Inc. at Market Value^(a)	23.63%	14.57%	10.88%
S&P 500^® Index^(b)	26.29%	15.69%	12.03%

Sector	Percent of Net Assets
Closed-End Funds	24.9
Information Technology	23.3
Financials	10.0
Health Care	8.4
Consumer Discretionary	7.8
Communication Services	7.3
Industrials	6.1
Consumer Staples	5.7
Energy	2.3
Utilities	1.7
Exchange-Traded Funds	1.1
Real Estate	0.2
Materials	0.2
Other	1.0

	Holding	Sector	Percent of Net Assets
1.	Apple Inc.	Information Technology	6.5%
2.	Microsoft Corporation	Information Technology	5.9%
3.	Alphabet Inc. - Class C	Communication Services	3.7%
4.	Amazon.com, Inc.	Consumer Discretionary	3.3%
5.	NVIDIA Corporation	Information Technology	2.6%
6.	Meta Platforms, Inc. - Class A	Communication Services	1.6%
7.	Tesla, Inc.	Consumer Discretionary	1.5%
8.	Gabelli Dividend & Income Trust (The)	Closed-End Funds	1.5%
9.	Eaton Vance Tax-Advantaged Dividend Income Fund	Closed-End Funds	1.2%
10.	BlackRock Innovation and Growth Term Trust	Closed-End Funds	1.1%

Description	No. of Shares		Value
EQUITY SECURITIES — 99.00%
CLOSED-END FUNDS — 24.89%
CONVERTIBLE SECURITY FUNDS — 0.63%
Bancroft Fund Ltd.		31,086	$	496,754
Ellsworth Growth and Income Fund Ltd.		63,582		513,743
Gabelli Convertible & Income Securities Fund Inc. (The)		6,200		22,320
Virtus Convertible & Income Fund		409,717		1,380,746
Virtus Convertible & Income Fund II		276,686		824,524
Virtus Diversified Income & Convertible Fund		17,225		361,381
Virtus Equity & Convertible Income Fund		42,000		878,220
				4,477,688
DEVELOPED MARKET — 0.00%^#
Japan Smaller Capitalization Fund, Inc.		1,259		9,556

DIVERSIFIED EQUITY — 5.59%
Adams Diversified Equity Fund, Inc.		427,880		7,577,755
Eaton Vance Tax-Advantaged Dividend Income Fund		355,109		7,901,175
Gabelli Dividend & Income Trust (The)		493,251		10,673,952
General American Investors Company, Inc.		130,775		5,616,786
John Hancock Tax-Advantaged Dividend Income Fund		1,400		26,558
Liberty All-Star^® Equity Fund		23,497		149,911
Liberty All-Star^® Growth Fund, Inc.		355,251		1,875,725
DIVERSIFIED EQUITY (continued)
Royce Value Trust, Inc.		346,405	$	5,043,657
Tri-Continental Corporation		33,569		967,794
				39,833,313
GLOBAL — 2.06%
abrdn Global Dynamic Dividend Fund		21,962		205,125
abrdn Total Dynamic Dividend Fund		151,775		1,223,307
Clough Global Dividend and Income Fund		116,484		599,660
Clough Global Equity Fund		183,708		1,088,470
Clough Global Opportunities Fund		264,608		1,243,658
Eaton Vance Tax-Advantaged Global Dividend Income Fund		307,558		5,259,241
Eaton Vance Tax-Advantaged Global Dividend Opportunities Fund		99,114		2,343,055
Gabelli Global Small and Mid Cap Value Trust (The)		16,823		197,334
GDL Fund (The)		79,580		639,823
John Hancock Tax-Advantaged Global Shareholder Yield Fund		21,258		108,628
Lazard Global Total Return and Income Fund, Inc.		97,046		1,486,745
Miller/Howard High Income Equity Fund		4,399		46,673
Royce Global Value Trust, Inc.		24,561		239,470
				14,681,189

Date of fiscal year end:	December 31

Date of reporting period:	December 31, 2023


Letter to Stockholders	1
Performance Information	4
Portfolio Summary	5
Schedule of Investments	6
Statement of Assets and Liabilities	14
Statement of Operations	15
Statements of Changes in Net Assets	16
Financial Highlights	17
Notes to Financial Statements	18
Report of Independent Registered Public Accounting Firm	23
2023 Tax Information	24
Additional Information Regarding the Fund’s Directors and Corporate Officers	25
Fund Investment Objectives, Policies and Risks	28
Description of Dividend Reinvestment Plan	38
Proxy Voting and Portfolio Holdings Information	40
Summary of General Information	40
Stockholder Information	40


Joshua G. Bradshaw Portfolio Manager	Daniel W. Bradshaw Portfolio Manager

ASSETS
Investments, at value (cost – $592,486,068) (Notes B and C)	$	712,740,104
Receivables:
Investments sold		357,930
Dividends		792,198
Prepaid expenses		26,941
Total Assets		713,917,173

LIABILITIES
Payables:
Investments purchased		347,382
Investment management fees (Note D)		595,699
Directors’ fees and expenses		60,607
Administration and fund accounting fees (Note D)		30,598
Other accrued expenses		131,720
Total Liabilities		1,166,006

NET ASSETS (applicable to 109,823,100 shares of common stock)	$	712,751,167

NET ASSET VALUE PER SHARE ($712,751,167 ÷ 109,823,100)	$	6.49

NET ASSETS CONSISTS OF
Common stock, $0.01 par value; 109,823,100 shares issued and outstanding (1,000,000,000 shares authorized)	$	1,098,231
Paid-in capital		592,990,278
Distributable earnings		118,662,658
Net assets applicable to shares outstanding	$	712,751,167

INVESTMENT INCOME
Income:
Dividends	$	10,759,375

Expenses:
Investment management fees (Note D)		6,814,640
Administration and fund accounting fees (Note D)		371,586
Directors’ fees and expenses		249,820
Printing		141,775
Custodian fees		94,979
Legal and audit fees		49,089
Transfer agent fees		48,000
Insurance		27,599
Stock exchange listing fees		16,070
Miscellaneous		28,898
Total Expenses		7,842,456

Net Investment Income		2,916,919

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain from investments		52,254,741
Long-term capital gain distributions from regulated investment companies		2,926,989
Net change in unrealized appreciation/(depreciation) in value of investments		116,486,182
Net realized and unrealized gain on investments		171,667,912

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS	$	174,584,831

	For the Year Ended December 31, 2023			For the Year Ended December 31, 2022

INCREASE/(DECREASE) IN NET ASSETS
Operations:
Net investment income	$	2,916,919		$	1,969,023
Net realized gain from investments		55,181,730			15,659,369
Net change in unrealized appreciation/ (depreciation) in value of investments		116,486,182			(138,858,870	)

Net increase (decrease) in net assets resulting from operations		174,584,831			(121,230,478	)

Distributions to stockholders (Note B):
From earnings		(56,795,621	)		(20,086,120	)
Return-of-capital		(92,028,339	)		(149,640,606	)
Total distributions to stockholders		(148,823,960	)		(169,726,726	)

Common stock transactions:
Proceeds from rights offering of 0 and 32,028,301 shares of newly issued common stock, respectively		—			254,624,993
Offering expenses associated with rights offering		—			(355,197	)
Proceeds from 7,508,601 and 6,988,803 shares newly issued in reinvestment of dividends and distributions, respectively		48,079,312			50,383,185

Net increase in net assets from common stock transactions		48,079,312			304,652,981

Total increase in net assets		73,840,183			13,695,777

NET ASSETS
Beginning of year		638,910,984			625,215,207
End of year	$	712,751,167		$	638,910,984

	For the Years Ended December 31,
	2023			2022			2021			2020			2019
PER SHARE OPERATING PERFORMANCE
Net asset value, beginning of year	$	6.24		$	9.88		$	9.56		$	10.46		$	10.15
Net investment income #		0.03			0.02			0.01			0.04			0.10
Net realized and unrealized gain/(loss) on investments		1.64			(2.00	)		1.82			1.21			2.59
Net increase/(decrease) in net assets resulting from operations		1.67			(1.98	)		1.83			1.25			2.69

Dividends and distributions to stockholders:
Net investment income		(0.03	)		(0.03	)		(0.01	)		(0.04	)		(0.10	)
Net realized capital gains		(0.51	)		(0.22	)		(1.12	)		(0.58	)		(0.43	)
Return-of-capital		(0.88	)		(1.83	)		(0.71	)		(1.54	)		(1.85	)
Total dividends and distributions to stockholders		(1.42	)		(2.08	)		(1.84	)		(2.16	)		(2.38	)

Common stock transactions:
Anti-dilutive effect due to shares issued:
Rights offering		—			0.42			0.33			—			—
Reinvestment of dividends and distributions		0.00	⁺		0.00	⁺		0.00	⁺		0.00	⁺		0.00	⁺
Common stock repurchases		—			—			—			0.01			—
Total common stock transactions		0.00	⁺		0.42			0.33			0.01			0.00	⁺

Net asset value, end of year	$	6.49		$	6.24		$	9.88		$	9.56		$	10.46
Market value, end of year	$	7.06		$	7.10		$	13.75		$	11.40		$	10.99
Total investment return ^(a)		23.63	%		(32.11	)%		45.50	%		30.70	%		23.68	%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of year (000 omitted)	$	712,751		$	638,911		$	625,215		$	391,374		$	415,560
Ratio of net expenses to average net assets ^(b)		1.15	%		1.15	%		1.15	%		1.19	%		1.17	%^(c)
Ratio of net investment income to average net assets ^(d)		0.43	%		0.31	%		0.17	%		0.43	%		0.96	%
Portfolio turnover rate		59	%		49	%		77	%		104	%		46	%

Valuation Inputs	Investments in Securities		Other Financial Instruments*
Level 1 – Quoted Prices
Equity Securities	$	705,583,490	$	—
Short-Term Investment		7,156,614		—
Level 2 – Other Significant Observable Inputs		—		—
Level 3 – Significant Unobservable Inputs		—		—
Total	$	712,740,104	$	—

Shares at beginning of year			102,314,499
Shares newly issued from rights offering			—
Shares issued in reinvestment of dividends and distributions			7,508,601
Shares at end of year			109,823,100

	December 31, 2023		December 31, 2022
Ordinary Income	$	6,710,287	$	4,928,395
Long-Term Capital Gains		50,085,334		15,157,725
Return-of-Capital		92,028,339		149,640,606
Total Distributions	$	148,823,960	$	169,726,726

Description	No. of Shares		Value
REAL ESTATE (Continued)
Neuberger Berman Real Estate Securities Income Fund Inc.		245,673	$	783,697
Nuveen Real Estate Income Fund		159,482		1,247,149
				9,546,764
SECTOR EQUITY — 4.47%
abrdn Healthcare Investors		285,472		4,730,271
abrdn Healthcare Opportunities Fund		356,375		6,453,951
abrdn Life Sciences Investors		199,750		2,688,635
BlackRock Health Sciences Term Trust		17,500		256,375
BlackRock Health Sciences Trust		119		4,815
BlackRock Innovation and Growth Term Trust		1,118,032		8,195,175
Gabelli Healthcare & WellnessRx Trust (The)		122,937		1,147,002
GAMCO Natural Resources, Gold & Income Trust		47,789		245,635
Neuberger Berman Next Generation Connectivity Fund Inc.		454,279		4,965,269
Nuveen Real Asset Income and Growth Fund		242,316		2,839,944
Virtus Artificial Intelligence & Technology Opportunities Fund		18,900		328,860
				31,855,932
UTILITY — 1.38%
abrdn Global Infrastructure Income Fund		110,041		1,974,136
Allspring Utilities and High Income Fund		46,049		424,111
UTILITY (Continued)
BlackRock Utilities, Infrastructure & Power Opportunities Trust		74,916	$	1,634,667
Cohen & Steers Infrastructure Fund Inc.		144,767		3,074,851
Duff & Phelps Utility and Infrastructure Fund Inc.		277,898		2,548,325
Macquarie/First Trust Global Infrastructure/Utilities Dividend & Income Fund		22,183		174,580
				9,830,670

TOTAL CLOSED-END FUNDS				177,366,427

COMMUNICATION SERVICES — 7.27%
Alphabet Inc. - Class C *		184,700		26,029,771
AT&T Inc.		88,100		1,478,318
Charter Communications, Inc. - Class A *		2,100		816,228
Comcast Corporation - Class A		53,700		2,354,745
Meta Platforms, Inc. - Class A *		32,800		11,609,888
Netflix, Inc. *		5,900		2,872,592
T-Mobile US, Inc.		15,300		2,453,049
Verizon Communications Inc.		54,900		2,069,730
Walt Disney Company (The)		23,600		2,130,844

Description	No. of Shares		Value
CONSUMER DISCRETIONARY (Continued)
eBay Inc.		7,900	$	344,598
Ford Motor Company		58,400		711,896
General Motors Company		20,800		747,136
Hilton Worldwide Holdings Inc.		4,000		728,360
Home Depot, Inc. (The)		14,100		4,886,355
Lowe’s Companies, Inc.		7,000		1,557,850
Marriott International, Inc. - Class A		4,400		992,244
McDonald’s Corporation		9,000		2,668,590
NIKE, Inc. - Class B		13,700		1,487,409
O’Reilly Automotive, Inc. *		1,000		950,080
Ross Stores, Inc.		5,100		705,789
Starbucks Corporation		14,100		1,353,741
Tesla, Inc. *		43,900		10,908,272
TJX Companies, Inc. (The)		14,300		1,341,483
				55,755,696
CONSUMER STAPLES — 5.75%
Altria Group, Inc.		34,400		1,387,696
Archer-Daniels-Midland Company		10,500		758,310
Coca-Cola Company (The)		72,500		4,272,425
Colgate-Palmolive Company		15,700		1,251,447
Constellation Brands, Inc. - Class A		3,500		846,125
Costco Wholesale Corporation		7,600		5,016,608
Dollar General Corporation		4,000		543,800
General Mills, Inc.		10,500		683,970
Hershey Company (The)		3,000		559,320
Keurig Dr Pepper Inc.		24,400		813,008
Kimberly-Clark Corporation		6,200		753,362
CONSUMER STAPLES (Continued)
Kraft Heinz Company (The)		22,000	$	813,560
Mondelēz International, Inc. - Class A		23,900		1,731,077
Monster Beverage Corporation *		19,800		1,140,678
PepsiCo, Inc.		23,000		3,906,320
Philip Morris International Inc.		28,900		2,718,912
Procter & Gamble Company (The)		40,200		5,890,908
Target Corporation		8,800		1,253,296
Walmart Inc.		42,300		6,668,595
				41,009,417
ENERGY — 2.28%

Description	No. of Shares		Value
EXCHANGE-TRADED FUNDS — 1.15%
Invesco QQQ Trust^SM, Series 1		9,800	$	4,013,296
Technology Select Sector SPDR^® Fund (The)		21,700		4,176,816
				8,190,112
FINANCIALS — 10.04%
Aflac Incorporated		10,600		874,500
American Express Company		12,700		2,379,218
American International Group, Inc.		12,800		867,200
Aon plc - Class A		3,500		1,018,570
Arthur J. Gallagher & Co.		4,000		899,520
Bank of America Corporation		127,000		4,276,090
Bank of New York Mellon Corporation (The)		14,700		765,135
Berkshire Hathaway Inc. - Class B *		18,600		6,633,876
BlackRock, Inc.		2,500		2,029,500
Capital One Financial Corporation		6,900		904,728
Charles Schwab Corporation (The)		29,400		2,022,720
Chubb Limited		7,000		1,582,000
Citigroup Inc.		32,500		1,671,800
CME Group Inc.		6,100		1,284,660
Fiserv, Inc. *		10,400		1,381,536
Goldman Sachs Group, Inc. (The)		5,500		2,121,735
Intercontinental Exchange, Inc.		9,600		1,232,928
JPMorgan Chase & Co.		46,100		7,841,610
Marsh & McLennan Companies, Inc.		8,300		1,572,601
Mastercard Incorporated - Class A		14,500		6,184,395
MetLife, Inc.		13,500		892,755
FINANCIALS (Continued)
Moody’s Corporation		3,100	$	1,210,736
Morgan Stanley		27,100		2,527,075
MSCI Inc.		1,600		905,040
PayPal Holdings, Inc. *		18,900		1,160,649
PNC Financial Services Group, Inc. (The)		7,000		1,083,950
Progressive Corporation (The)		9,800		1,560,944
S&P Global Inc.		5,000		2,202,600
Travelers Companies, Inc. (The)		4,200		800,058
Truist Financial Corporation		23,400		863,928
U.S. Bancorp		26,400		1,142,592
Visa, Inc. - Class A		25,900		6,743,065
Wells Fargo & Company		59,100		2,908,902

Net unrealized appreciation		$	118,662,658
Total distributable earnings		$	118,662,658

Cost of portfolio investments	$	594,077,446
Gross unrealized appreciation	$	130,025,362
Gross unrealized depreciation		(11,362,704	)
Net unrealized appreciation	$	118,662,658

SOURCES OF DIVIDENDS AND DISTRIBUTIONS (Per Share Amounts)
Payment Dates:	1/31/2023		2/28/2023		3/31/2023		4/28/2023		5/31/2023		6/30/2023
Ordinary Income ⁽¹⁾	$	0.0053	$	0.0053	$	0.0053	$	0.0053	$	0.0053	$	0.0053
Return-of-Capital ⁽²⁾		0.0725		0.0725		0.0725		0.0725		0.0725		0.0725
Capital Gain⁽³⁾		0.0395		0.0395		0.0395		0.0395		0.0395		0.0395
Total	$	0.1173	$	0.1173	$	0.1173	$	0.1173	$	0.1173	$	0.1173

Payment Dates:	7/31/2023		8/31/2023		9/29/2023		10/31/2023		11/30/2023		12/29/2023
Ordinary Income ⁽¹⁾	$	0.0053	$	0.0053	$	0.0053	$	0.0053	$	0.0053	$	0.0053
Return-of-Capital ⁽²⁾		0.0725		0.0725		0.0725		0.0725		0.0725		0.0725
Capital Gain ⁽³⁾		0.0395		0.0395		0.0395		0.0395		0.0395		0.0395
Total	$	0.1173	$	0.1173	$	0.1173	$	0.1173	$	0.1173	$	0.1173

Name and Address* (Birth Date)	Position(s) Held with Fund	Principal Occupation over Last 5 Years	Position with Fund Since
Ralph W. Bradshaw** (Dec. 1950)	Chairman of the Board of Directors and President	President of Cornerstone Advisors, LLC; President of Cornerstone Advisors Asset Management LLC (May 1, 2019 - June 24, 2019); President of Cornerstone Advisors, Inc. (2001 – April 30, 2019); Financial Consultant; President and Director of Cornerstone Strategic Value Fund, Inc.	1998
Daniel W. Bradshaw** (May 1990)	Director; Assistant Secretary	Chief Investment Officer of Cornerstone Advisors, LLC (since May 2023); Vice President of Cornerstone Advisors, LLC (June 25, 2019 - Apr. 30, 2023); Vice President of Cornerstone Advisors Asset Management LLC (May 1, 2019 - June 24, 2019); Vice President of Cornerstone Advisors, Inc. (Feb. 2018 - April 30, 2019); Director and Assistant Secretary of Cornerstone Strategic Value Fund, Inc.	2022
Joshua G. Bradshaw** (June 1988)	Director; Assistant Secretary	Chief Operating Officer of Cornerstone Advisors, LLC (since May 2023); Vice President of Cornerstone Advisors, LLC (June 25, 2019 - Apr. 30, 2023); Vice President of Cornerstone Advisors Asset Management LLC (May 1, 2019 - June 24, 2019); Vice President of Cornerstone Advisors, Inc. (2016 - Apr. 30, 2019); Director and Assistant Secretary of Cornerstone Strategic Value Fund, Inc.	2021
Robert E. Dean (Apr. 1951)	Director; Audit, Nominating and Corporate Governance Committee Member	Director, National Bank Holdings Corp.; Director of Cornerstone Strategic Value Fund, Inc.	2014
Marcia E. Malzahn (Apr. 1966)	Director; Audit, Nominating and Corporate Governance Committee Member	President and Founder of Malzahn Companies, LLC (2014 to present); President and CEO of Malzahn Strategic, LLC (since Jan. 2024); Director of Cornerstone Strategic Value Fund, Inc.	2019

Exhibit 99.CODE ETH	Code of Ethics
Exhibit 99.VOTEREG	Proxy Voting Policies and Procedures
Exhibit 99.CERT	Certifications required by Rule 30a-2(a) under the Act
Exhibit 99.906CERT	Certifications required by Rule 30a-2(b) under the Act

(Registrant)	Cornerstone Total Return Fund, Inc.

By (Signature and Title)*		/s/ Ralph W. Bradshaw
		Ralph W. Bradshaw, Chairman and President (Principal Executive Officer)

Date	February 29, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*		/s/ Ralph W. Bradshaw
		Ralph W. Bradshaw, Chairman and President (Principal Executive Officer)

Date	February 29, 2024

By (Signature and Title)*		/s/ Brian J. Lutes
		Brian J. Lutes, Treasurer and Principal Financial Officer

Date	February 29, 2024