Edgar Filing: CORNERSTONE TOTAL RETURN FUND INC

CORNERSTONE TOTAL RETURN FUND, INC.
383 Madison Avenue
New York, New York 10179

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on April 10, 2006

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NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Cornerstone Total Return Fund, Inc., a New York corporation (the
"Fund"), will be held at 11:00 a.m., eastern time, on April 10, 2006 at Fifth
Floor Conference Room, One West Pack Square, Asheville, NC 28801, for the
following purposes:

1. To approve the election of seven directors to hold office until the
year 2007 Annual Meeting of Stockholders (Proposal No. 1); and

2. To consider and vote upon such other matters as may properly come
before said Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on February 17, 2006
as the record date for the determination of stockholders entitled to notice of,
and to vote, at this Meeting or any adjournment thereof. The stock transfer
books will not be closed.

Copies of the Fund's most recent annual report may be ordered free of
charge by any stockholder by writing to the Fund, c/o Bear Stearns Funds
Management Inc., 383 Madison Avenue, 23rd Floor, New York, New York 10179, or by
calling collect (212) 272-3550.

By Order of the Board of Directors

Thomas R. Westle
Secretary

Dated: March 1, 2006

UNLESS YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN, DATE, SIGN AND
MAIL THE ENCLOSED PROXY CARD IN THE ENCLOSED REPLY ENVELOPE. YOUR PROMPT
RESPONSE WILL ASSURE A QUORUM AT THE MEETING.

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.

3. Other Accounts: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of registration.
For example:

REGISTRATION

CORPORATE ACCOUNTS VALID SIGNATURE

(1) ABC Corp ABC Corp. (by John Doe, Treasurer)
(2) ABC Corp John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee

TRUST ACCOUNTS

(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d/ 12/28/78 Jane B. Doe

CUSTODIAL OR ESTATE ACCOUNTS

(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA. John B. Smith
(2) John B. Smith John B. Smith, Jr., Executor

CORNERSTONE TOTAL RETURN FUND, INC.
383 Madison Avenue
New York, New York 10179

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PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
to be held on April 10, 2006

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GENERAL

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Cornerstone Total Return Fund, Inc., a New
York corporation (the "Fund") for use at the Annual Meeting of Stockholders for
the year 2006 (the "Meeting") to be held at 11:00 a.m., eastern time, on April
10, 2006 at the Fifth Floor Conference Room, One West Pack Square, Asheville, NC
28801, and at any and all adjournments thereof. A form of proxy is enclosed
herewith. This Proxy Statement and the accompanying form of proxy are being
first mailed to stockholders of the Fund ("Stockholder(s)") on or about March 1,
2006.

Any Stockholder who executes and delivers a proxy may revoke it by written
communication to the Secretary of the Fund at any time prior to its use or by
voting in person at the Meeting. Unrevoked proxies will be voted in accordance
with the specifications thereon and, unless specified to the contrary, will be
voted FOR the election of Messrs. Ralph W. Bradshaw, William A. Clark, Andrew A.
Strauss, Glenn W. Wilcox, Sr., Scott B. Rogers, Edwin Meese III, and Thomas H.
Lenagh as the nominees for Director.

In general, abstentions and broker non-votes, as defined below, count for
purposes of obtaining a quorum but do not count as votes cast with respect to
any proposal where the broker does not have discretion. With respect to a
proposal requiring the affirmative vote of a majority of the Fund's outstanding
shares of common stock, the effect of abstentions and broker non-votes is the
same as a vote against such proposal. Otherwise, abstentions and broker
non-votes have no effect on the outcome of a proposal. A broker non-vote is a
proxy from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote shares
on a particular matter with respect to which the broker or nominee does not have
discretionary voting power.

At least 51% of the Fund's Stockholders must be present at the Meeting in
person or by proxy to constitute a quorum for the transaction of business by the
Fund. In the event that a quorum is not present at the Meeting, the persons
named as proxies may propose one or more adjournments of the Meeting from time
to time. Any such adjournment will require the affirmative vote of a majority of
those shares represented at the Meeting in person or by proxy. The persons named
as proxies will vote those proxies which they are entitled to vote FOR or
AGAINST any such proposal in their discretion.

The cost of soliciting the proxies will be borne by the Fund. Proxy
solicitations will be made primarily by mail, but solicitations may also be made
by telephone, telegraph or personal interviews conducted by officers of the Fund
or Bear Stearns Funds Management Inc., the administrator to the Fund (the
"Administrator").

Only holders of issued and outstanding shares of the Fund's common stock of
record at the close of business on February 17, 2006 are entitled to notice of,
and to vote at, the Meeting. Each such holder is entitled to one vote per share
of common stock so held. The number of shares of common stock outstanding on
February 17, 2006 was 4,982,283. The Fund is a closed-end, diversified
management investment company.

Copies of the Fund's most recent annual report may be ordered free of
charge to any Stockholder by writing to the Fund, c/o Bear Stearns Funds
Management Inc., 383 Madison Avenue, New York, New York 10179, or by telephone
by calling the Fund collect at (212) 272-3550. This report is not to be regarded
as proxy-soliciting material.

This Proxy Statement is first being mailed to Stockholders on or about
March 1, 2006.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Board of Directors currently consists of seven members. All of the
members were approved by the Stockholders at the Year 2005 Annual Meeting.

At the Meeting, Stockholders will be asked to vote for the election of
Messrs. Ralph W. Bradshaw, William A. Clark, Andrew A. Strauss, Glenn W. Wilcox,
Sr., Scott B. Rogers, Edwin Meese III and Thomas H. Lenagh as directors to serve
until the year 2007 Annual Meeting of Stockholders or thereafter until each of
their successors are duly elected and qualified. If elected, each nominee has
consented to serve as a Director of the Fund until his successor is duly elected
and qualified. Each Nominee was considered and recommended by the Fund's
Nominating and Corporate Governance Committee.

The persons named in the accompanying form of proxy intend to vote at the
Meeting (unless directed not to vote) FOR the election of Messrs. Ralph W.
Bradshaw, William A. Clark, Andrew A. Strauss, Glenn W. Wilcox, Sr., Scott B.
Rogers, Edwin Meese III and Thomas H. Lenagh. Each nominee has indicated that he
will serve if elected, and the Board of Directors has no reason to believe that
any of the nominees named above will become unavailable for election as a
director, but if any nominee should be unable to serve, the proxy will be voted
for any other person determined by the persons named in the proxy in accordance
with their judgment. Each nominee was considered and recommended by the Fund's
Nominating and Corporate Governance Committee.

The following table sets forth the names, addresses, ages and principal
occupations of each of the nominees for election as Directors:

NOMINEES
POSITION(S) TERM OF DIRECTORSHIPS HELD BY
NAME AND WITH OFFICE PRINCIPAL OCCUPATION OVER NOMINEE FOR DIRECTOR
ADDRESS(1) (AGE) FUND SINCE PAST 5 YEARS OUTSIDE OF FUND COMPLEX*
--------------------------------------------------------------------------------------------------------------------------

Thomas H. Lenagh Director 2002 Chairman of the Board of Photonics Director of The Adams
(83) Products Group; Independent Express Company and
Financial Adviser; Director of Petroleum and Resources
Cornerstone Strategic Value Fund, Corporation Inc.

Edwin Meese III Director 2001 Distinguished Fellow, The Heritage Director of Carrington,
(74) Foundation Washington D.C.; Laboratories Inc.
Distinguished Visiting Fellow at the
Hoover Institution, Stanford
University; Senior Adviser,
Revelation L.P.; formerly U.S.
Attorney General under President
Ronald Reagan; Director of
Cornerstone Strategic Value Fund, Inc.

Scott B. Rogers Director 2001 Chief Executive Officer, Asheville Chairman and Director,
(50) Buncombe Community Christian Recycling Unlimited;
Ministry; and President, ABCCM Director of A-B Vision
Doctor's Medical Clinic; Appointee, Board, Interdenominational
NC Governor's Commission on Ministerial Alliance,
Welfare to Work; Director of Faith Partnerships, Inc.
Cornerstone Strategic Value Fund, Inc.

Andrew A. Strauss Director 2001 Attorney and senior member of Director of Memorial
(52) Strauss & Associates, P.A., Mission Hospital
Attorneys, Asheville and Foundation, Deerfield
Hendersonville, NC; previous Episcopal Retirement
President of White Knight Community and Asheville
Healthcare, Inc. and LMV Symphony
Leasing, Inc., a wholly owned
subsidiary of Xerox Credit
Corporation; Director of Cornerstone
Strategic Value Fund, Inc.

Glenn W. Wilcox, Sr. Director 2001 Chairman of the Board and Chief Director of Wachovia
(74) Executive Officer of Wilcox Travel Corp. WNC Regional
Agency, Inc.; Director of Advisory Board;
Cornerstone Strategic Value Director of Champion
Fund, Inc. Industries, Inc.; and
Chairman of Tower
Associates, Inc. (a real-
estate venture)

INTERESTED NOMINEES

Ralph W. Bradshaw Chairman 2001 President, Cornerstone Advisors, Previous Director of The
(55)** of the Board Inc.; Financial Consultant; President Austria Fund, Inc.
of Directors and Director of Cornerstone Strategic
and Value Fund, Inc.
President

William A. Clark Director 2004 Director and Stockholder of Previous Director of The
(60)** and Vice Cornerstone Advisors, Inc.; Director Austria Fund, Inc.
President of Cornerstone Strategic Value Fund,
Inc.; former financial consultant of
Deep Discount Advisors, Inc.

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(1) The mailing address of each Nominee/Director with respect to Fund
operations is 383 Madison Avenue, 23rd Floor, New York, NY 10179.
* As of December 31, 2005, the Fund Complex is comprised of the Fund and
Cornerstone Strategic Value Fund, Inc., both of which are managed by
Cornerstone Advisors, Inc. Each of the above Nominees oversee both of the
Funds in the Fund Complex.
** Mr. Bradshaw and Mr. Clark are "interested persons" as defined in the
Investment Company Act because of their affiliation with Cornerstone
Advisors, Inc.

The following table sets forth, for each Director, the aggregate dollar
range of equity securities owned of the Fund and of all Funds overseen by each
Director in the Fund Complex as of December 31, 2005. The information as to
beneficial ownership is based on statements furnished to the Fund by each
Director.

AGGREGATE DOLLAR RANGE OF EQUITY
DOLLAR RANGE OF EQUITY SECURITIES IN ALL FUNDS OVERSEEN BY
NAME SECURITIES IN THE FUND DIRECTORS IN FUND COMPLEX
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NON-INTERESTED DIRECTORS

Edwin Meese III 0 0
Andrew A. Strauss $1-$10,000 $1-$10,000
Thomas H. Lenagh 0 0
Glenn W. Wilcox Sr. $1-$10,000 $10,001-$50,000
Scott B. Rogers 0 0

INTERESTED DIRECTORS

Ralph W. Bradshaw $50,001-$100,000 Over $100,000
William A. Clark $50,001-$100,000 Over $100,000

EXECUTIVE OFFICERS

In addition to Messrs. Bradshaw and Clark, the current officers of the Fund are:

NAME AND TERM OF
ADDRESS (AGE) POSITION WITH FUND OFFICE SINCE PRINCIPAL OCCUPATION OVER PAST 5 YEARS
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Gary A. Bentz Chief Compliance 2004 Chief Financial Officer, Chairman and
(49)(1) Officer Stockholder of Cornerstone Advisors, Inc.;
previous Director, Vice President and
Treasurer of the Fund and Cornerstone Strategic Value
Fund, Inc.; previous Director of The Austria
Fund, Inc.; Financial Consultant, C.P.A.;
Chief Compliance Officer of Cornerstone Strategic
Value Fund, Inc.

Thomas R. Westle Secretary 2001 Partner, Blank Rome LLP, a law firm;
405 Lexington Ave. previous partner at Spitzer & Feldman P.C.,
New York, a law firm
NY 10174
(52)

Jodi B. Levine Treasurer 2004 Associate Director, Bear, Stearns & Co. Inc.
(36)(1)

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(1) The officers' address is the same as the Fund's.

Under the federal securities laws, the Fund is required to provide to
Stockholders in connection with the Meeting information regarding compensation
paid to Directors by the Fund as well as by the various other U.S. registered
investment companies advised by the Fund's investment adviser during its prior
fiscal year. The following table provides information concerning the
compensation paid during the year ended December 31, 2005, to each Director of
the Fund in their capacities solely as a Director of the Fund. This information
does not reflect any additional monies received for a named individual serving
in any other capacity to the Fund. Please note that the Fund has no bonus,
profit sharing, pension or retirement plans.

DIRECTOR AGGREGATE COMPENSATION TOTAL COMPENSATION FROM FUND AND
NAME OF DIRECTOR SINCE FROM FUND FUND COMPLEX* PAID TO DIRECTOR
--------------------------------------------------------------------------------------------------

Glenn W. Wilcox, Sr. 2001 $10,100 $30,200
Andrew A. Strauss 2001 $10,100 $30,200
Edwin Meese III 2002 $10,000 $30,100
Scott B. Rogers 2001 $10,100 $30,200
Thomas H. Lenagh 2002 $10,100 $30,200

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* For compensation purposes, Fund Complex refers to the Fund and Cornerstone
Strategic Value Fund, Inc., both of which were managed by Cornerstone
Advisors, Inc. during the year ended December 31, 2005.

Each Director attended at least seventy-five (75%) percent or more of the
seven (7) meetings of the Board of Directors (including regularly scheduled and
special meetings) held during the period for which he was a Director.

THE AUDIT COMMITTEE

During the fiscal year ended December 31, 2005, the Audit Committee was
composed of all independent directors, as such term is defined in Section
2(a)(19) of the Investment Company Act and Section 121A of the American Stock
Exchange, LLC ("AMEX") rules. The members of the Audit Committee during this
period were Messrs. Wilcox, Sr., Strauss, Meese, Lenagh and Rogers. The Board of
Directors has adopted an Audit Committee Charter. The principal functions of the
Audit Committee include but are not limited to, (i)the oversight of the
accounting and financial reporting processes of the Fund and its internal
control over financial reporting; (ii) the oversight of the quality and
integrity of the Fund's financial statements and the independent audit thereof;
and (iii) the approval, prior to the engagement of, the Fund's independent
registered public accounting firm and, in connection therewith, to review and
evaluate the qualifications, independence and performance of the Fund's
independent registered public accounting firm. The Audit Committee convened
three (3) times during the fiscal year.

The Audit Committee currently does not have an Audit Committee Financial
Expert, as such term is defined in Section 407 of the Sarbannes-Oxley Act of
2002. Rather, the Audit Committee members believe that each of their individual
experiences provide the Audit Committee with sufficient experience and expertise
to allow them to perform their duties as members of the Audit Committee.

THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

The Fund has a standing Nominating and Corporate Governance Committee (the
"Committee"), which is comprised of Messrs. Wilcox, Lenagh, Strauss, Meese, and
Rogers, all of whom are independent directors of the Fund, as such term is
defined in Section 2(a)(19) of the Investment Company Act and in Section 121A of
the AMEX rules. The Committee has a written charter. The Committee is appointed
to identify and select qualified candidates that have exhibited strong decision
making ability, substantial business experience, relevant knowledge of the
mutual fund industry (including closed-end funds), skills or technological
expertise and exemplary personal integrity and reputation. In addition, the
Committee seeks candidates that have experience and knowledge involving all of
the service providers of a registered investment company.

The Committee will consider all nominees recommended by Stockholders of the
Fund, so long as Stockholders send their recommendations in writing to the
Secretary of the Fund in a manner consistent with the Fund's By-laws. The
Committee will seek candidates for the Board that have exhibited strong
decision-making ability, substantial business experience, relevant knowledge,
skills or technological expertise, and exemplary personal integrity and
reputation. Specifically, the Committee assesses all director nominees taking
into account several factors, including, but not limited to, issues such as the
current needs of the Board and the nominee's: (i) integrity, honesty, and
accountability; (ii) successful leadership experience and strong business
acumen; (iii) forward-looking, strategic focus; (iv) collegiality; (v)
independence and absence of conflicts of interests; and (vi) ability to devote
necessary time to meet director responsibilities. The Committee will ultimately
recommend nominees

that it believes will enhance the Board's ability to oversee, in an effective
manner, the affairs and business of the Fund. The Committee will consider and
evaluate Stockholder-recommended candidates by applying the same criteria used
to evaluate director-recommended candidates. Currently, the By-laws provide that
the deadline for submitting a Stockholder proposal for inclusion in the Fund's
proxy statement and proxy for the Fund's 2007 annual meeting of Stockholders
pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, is
November 1, 2006. Stockholders wishing to submit proposals or director
nominations that are not to be included in such proxy statement and proxy must
deliver notice to the Secretary at the principal executive offices of the Fund
no later than the close of business on December 1, 2006 nor earlier than the
close of business on November 1, 2006. Stockholders are also advised to review
the Fund's By-laws, which contain additional requirements with respect to
advance notice of stockholder proposals and director nominations.

During the calendar year ended December 31, 2005, the Nominating Committee
met and discussed the nomination of all directors for the 2005 Annual Meeting of
Stockholders. On February 17, 2006, the Committee met and discussed the
nomination of all of the Directors of the Fund for the 2006 Annual Meeting of
Stockholders. Each Nominee was recommended by the non-interested Directors.

REQUIRED VOTE

Directors are elected by a plurality (a simple majority of the votes cast
at the meeting) of the votes cast by the holders of shares of common stock of
the Fund present in person or represented by proxy at a meeting with a quorum
present. For purposes of the election of Directors, abstentions and broker
non-votes will be counted as shares present for quorum purposes, may be
considered votes cast, and may affect the plurality vote required for Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE
ELECTION OF MESSRS. RALPH W. BRADSHAW, WILLIAM A. CLARK, ANDREW A. STRAUSS,
GLENN W. WILCOX, SR., SCOTT B. ROGERS, EDWIN MEESE III AND THOMAS H. LENAGH AS
DIRECTORS OF THE FUND.

AUDIT COMMITTEE REPORT

On February 17, 2006, the Audit Committee met with the Fund's
Administrator, Bear Stearns Funds Management Inc., and the Fund's independent
registered public accounting firm, Tait, Weller & Baker, to discuss and review
the Fund's audited financial statements for the fiscal year ended December 31,
2005. The Administrator represented to the Audit Committee that the Fund's
financial statements were prepared in accordance with U.S. generally accepted
accounting principles, and the Audit Committee has reviewed and discussed the
financial statements with the Fund's Administrator and its independent
registered public accounting firm. The Audit Committee also discussed with the
independent registered public accounting firm matters required to be discussed
by Statement on Auditing Standards No. 61.

The Fund's independent registered public accounting firm also provided to
the Audit Committee the written disclosures required by Independence Standards
Board Standard No. 1 (Independence Discussions with Audit Committees), and the
Audit Committee discussed with the independent registered public accounting firm
their independence, in light of the services they were providing.

Based upon the Audit Committee's discussion with the Fund's Administrator
and the independent registered public accounting firm and the Audit Committee's
review of the representations of the Fund's Administrator and the report of the
independent registered public accounting firm to the Audit Committee, the Audit
Committee recommended that the Board of Directors include the audited financial
statements in the Fund's Annual Report for the fiscal year ended December 31,
2005 filed with the Securities and Exchange Commission ("SEC").

This Audit Committee report shall not be deemed incorporated by reference
in any document previously or subsequently filed with the SEC that incorporates
by reference all or any portion of this proxy statement except to the extent
that the Fund specifically requests that the report be specifically incorporated
by reference.

The Audit Committee of the Board of Directors has selected Tait, Weller &
Baker to be employed as the Fund's independent registered public accounting firm
to make the annual audit and to report on, as may be required, the financial
statements which may be filed by the Fund with the SEC during the ensuing year.

Respectfully submitted,

Glenn W. Wilcox, Sr.
Andrew A. Strauss
Scott B. Rogers
Edwin Meese III
Thomas H. Lenagh

RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Fund's independent registered public accounting firm for the calendar
year ended December 31, 2005, was the firm of Tait, Weller & Baker. The Audit
Committee has selected Tait, Weller & Baker to be the Fund's registered public
accounting firm for the calendar year ended December 31, 2006.

A representative of Tait, Weller & Baker is not expected to be present at
the Annual Meeting of Stockholders but may be available by telephone to respond
to appropriate questions from Stockholders.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Aggregate fees for professional services rendered for the Fund by Tait,
Weller & Baker as of or for the year ended December 31, 2005 and 2004 were:

SERVICE 2005 2004
--------------------------------------------------------------------------------
Audit Fees $12,300 $11,800
Audit-Related Fees 0 0
Tax Fees $ 2,300 $ 2,200
All Other Fees 0 0
Total $14,600 $14,000

All of the services performed by the Fund's independent registered public
accounting firm, including audit related and non-audit related services, were
pre-approved by the Audit Committee, as required under the Audit Committee
Charter. The Audit Fees for the years ended December 31, 2005 and 2004, were for
professional services rendered for the audits of the financial statements of the
Fund, reviews, and issuances of consents, and assistance with review of
documents filed with the SEC. Tax Fees for the years ended December 31, 2005 and
2004, were for services performed in connection with income tax services other
than those directly related to the audit of the income and excise tax accrual.
The amount listed above for "All Other Fees", includes fees incurred related to
accounting research and other special projects.

The Audit Committee has considered and determined that the services
provided by Tait, Weller & Baker are compatible with maintaining Tait, Weller &
Baker's independence. The aggregate fees included in Audit Fees are fees billed
for the calendar year for the audit of the Fund's annual financial statements.
Of the time expended by the Fund's independent registered public accounting firm
to audit the Fund's financial statements for the calendar year ended December
31, 2005, less than 50% of such time involved work performed by persons other
than the independent registered public accounting firm's full time, permanent
employees. Tait, Weller & Baker did not perform any services on behalf of
Cornerstone Advisors, Inc.

INFORMATION PERTAINING TO THE FUND'S INVESTMENT ADVISER AND ADMINISTRATOR

THE INVESTMENT ADVISER

Cornerstone Advisors, Inc. has acted as the Fund's Investment Adviser
("Investment Adviser") since January 2, 2002, and has its principal office at
One West Pack Square, Suite 1650, Asheville, North Carolina 28801. Cornerstone
Advisors, Inc. was organized in February of 2001, to provide investment
management services to closed-end investment companies and is registered with
the SEC under the Investment Advisers Act of 1940, as amended. Cornerstone
Advisors, Inc. is the Investment Adviser to one other closed-end fund,
Cornerstone Strategic Value Fund, Inc. Messrs. Bradshaw, Bentz and Clark are the
only stockholders of the Investment Adviser.

Mr. Bradshaw, an owner of Cornerstone Advisors, Inc., is President and
Chairman of the Board of Directors of the Fund. Mr. Bentz, formerly the Vice
President, Treasurer and a Director of the Fund and currently Chief Compliance
Officer of the Fund, and Mr. Clark, Vice President and a Director of the Fund,
are also owners of Cornerstone Advisors, Inc. The address of Messrs. Bradshaw,
Bentz, and Clark is One West Pack Square, Suite 1650, Asheville, North Carolina
28801.

THE ADMINISTRATOR

Bear Stearns Funds Management Inc., whose address is 383 Madison Avenue,
23rd Floor, New York, New York 10179, currently acts as the Administrator of the
Fund.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
and Section 30(h) of the Investment Company Act in combination require the
Fund's directors and officers, persons who own more than ten (10%) of the Fund's
Common Stock, and the Fund's Investment Adviser and its directors and officers,
to file reports of ownership and changes in ownership with the SEC and the AMEX.
In an earlier filing dated December 22, 2004, reported holdings in the Fund's
Common Stock by Mr. Strauss were misstated. An amendment was filed on December
14, 2005 when the misstatement was discovered and Mr. Strauss is now in
compliance with Section 16(a). In addition, William A. Clark, a director and
officer of the Fund, inadvertently failed to file an initial Form 3 in
connection with the October 2002 merger of The Cornerstone Strategic Return
Fund, Inc. with and into the Fund. A Form 5 was filed in February 2006;
therefore, Mr. Clark is now in compliance with Section 16(a). Other than these
two instances, the Fund believes that the Fund's directors and officers, the
Fund's Investment Adviser and its directors and officers have complied with all
applicable filing requirements during the year ended December 31, 2005.

INFORMATION PERTAINING TO CERTAIN STOCKHOLDERS

The following table sets forth the beneficial ownership of shares of the
Fund by each person known to the Fund to be deemed the beneficial owner of more
than five (5%) percent of the outstanding shares of the Fund:

NAME AND ADDRESS OF SHARES OF COMMON STOCK
BENEFICIAL OWNER BENEFICIALLY OWNED
--------------------------------------------------------------------------------
None

Additionally, on February 17, 2006, Cede & Co., a nominee for participants
in the Depository Trust Company, held of record 4,646,984 shares of the Fund,
equal to approximately 93.3% of the outstanding shares of the Fund. All the
directors and executive officers of the Fund, as of the date of this proxy,
owned less than 1% of the outstanding shares of the Fund.

ADDITIONAL INFORMATION

The Proxy Statement does not contain all of the information set forth in
the registration statements and the exhibits relating thereto which the Funds
have filed with the SEC, under the Exchange Act and the Investment Company Act,
to which reference is hereby made.

The Fund is subject to the informational requirements of the Exchange Act
and in accordance therewith, file reports and other information with the SEC.
Reports, proxy statements, registration statements and other information filed
by the Funds can be inspected and copied at the public reference facilities of
the SEC in Washington, DC. Copies of such materials also can be obtained by mail
from the Public Reference Branch, Office of Consumer Affairs and Information
Services, SEC, Washington, DC 20594, at prescribed rates.

OTHER BUSINESS

The Board of Directors of the Fund does not know of any other matter which
may come before the Meeting, but should any other matter requiring a vote of
Stockholders arise, including any questions as to the adjournment of the
Meeting, it is the intention of the persons named in the proxy to vote the
proxies in accordance with their judgment on that matter in the interest of the
Fund.

PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS

All proposals by Stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders, to be held in the
year 2007, must be received by the Fund addressed to Cornerstone Total Return
Fund, Inc., c/o Bear Stearns Funds Management Inc., 383 Madison Avenue, 23rd
Floor, New York, New York 10179 in advance of the meeting as set forth in this
document.

CORNERSTONE TOTAL RETURN FUND, INC.

Thomas R. Westle, Secretary

Dated: March 1, 2006