At June 30, 2009, total net assets of the Fund were $19,081,177 and the net asset value ("NAV") per share was $6.79 based on 2,809,209 shares outstanding. The Fund's common stock closed on the NYSE Alternext US LLC ("NYSE Alternext") on June 30, 2009 at $10.06 per share. At June 30, 2008, total net assets of the Fund were $35,576,462 and the NAV per share was $13.12 based on 2,713,533 shares outstanding. The Fund's common stock closed on the NYSE Alternext on June 30, 2008 at $24.70 per share. On Friday, August 7, 2009, the Fund's NAV per share was $7.25 with the common stock closing on the NYSE Alternext at $13.07 per share.

For the quarter ended June 30, 2009, the Fund's net investment loss was $16,711, equal to $0.01 per average share outstanding, compared to net investment income of $86,998, equal to $0.02 per average share outstanding for the quarter ended June 30, 2008. Net realized and unrealized gains were $2,366,423 equal to $0.84 per average share outstanding, compared to net realized and unrealized losses of $1,116,995, equal to $0.40 per average share outstanding for the quarter ended June 30, 2008. The Fund's NAV increased by approximately $0.01 per share for the quarter ended June 30, 2009 due to the anti-dilutive impact of shares issued in reinvestment of distributions.

For the six months ended June 30, 2009, the Fund's net investment loss was $40,846, equal to $0.01 per average share outstanding, compared to net investment income of $174,228, equal to $0.06 per average share outstanding for the six months ended June 30, 2008. Net realized and unrealized losses were $14,945, equal to $0.01 per average share outstanding, compared to net realized and unrealized losses of $5,664,326, equal to $2.10 per average share outstanding for the six months ended June 30, 2008. The Fund's NAV increased by approximately $0.01 per share for the six months ended June 30, 2009 due to the anti-dilutive impact of shares issued in reinvestment of distributions.

At June 30, 2009, investments in United States equity securities, including foreign shares listed on U.S. exchanges totaled $18,871,847 (98.90% of the Fund's net assets), and cash and cash equivalents totaled $209,330 (1.10% of the Fund's net assets). The Fund's ten largest holdings excluding short-term investments at June 30, 2009, representing 24.9% of the Fund's net assets, were:

1. Exxon Mobil Corporation

2. Johnson & Johnson

3. Adams Express Company (The)

4. Wal-Mart Stores, Inc.

5. International Business Machines Corporation

6. Google, Inc. -- Class A

7. JPMorgan Chase & Company

8. Oracle Corporation

9. Wells Fargo & Company

10. AT&T, Inc.

For the quarter ended June 30, 2009, the Fund paid distributions of $0.474 per share compared to $0.9732 per share for the same period ended June 30, 2008. For the six months ended June 30, 2009, the Fund paid distributions of $0.948 per share compared to $1.9464 per share for the same period ended June 30, 2008.

A substantial portion of the shareholder distributions made during this calendar year may represent return-of-capital. To the extent such distributions are designated as return-of-capital distributions, they are not taxed as ordinary income dividends and are sometimes referred to as tax-free dividends or nontaxable distributions. A return-of-capital distribution reduces the cost basis of shares in the Fund. Accordingly, these distributions should not be confused with yield or investment return on the Fund's portfolio. The final allocation of distributions among net investment income, capital gains and return-of-capital are determined at the end of the calendar year. Fund shareholders are advised to consult their own tax advisers with respect to the tax consequences of their investment in the Fund.

Comparative financial data for the quarter and six months ended June 30, 2008 reflects the one-for-two reverse stock split that was effective on December 23, 2008. Cornerstone Total Return Fund, Inc. is traded on the NYSE Alternext under the trading symbol "CRF". The Fund's investment manager is Cornerstone Advisors, Inc.

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