SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X] Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] | Preliminary Proxy Statement |
[ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
[X] | Definitive Proxy Statement |
[ ] | Definitive Additional Materials |
[ ] | Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 |
CORNERSTONE TOTAL RETURN FUND, INC.
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] | No fee required. | |
[ ] | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
(1) | Title of each class of securities to which transaction applies: | |
(2) | Aggregate number of securities to which transaction applies: | |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
(4) | Proposed maximum aggregate value of transaction: | |
(5) | Total fee paid: | |
[ ] | Fee paid previously with preliminary materials. | |
[ ] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by the registration statement number, or the Form or Schedule and the date of its filing. | |
(1) | Amount Previously Paid: | |
(2) | Form, Schedule or Registration Statement No.: | |
(3) | Filing Party: | |
(4) | Date Filed: | |
48 Wall Street, 22nd Floor
New York, NY 10005
TO BE HELD ON APRIL 17, 2018
1. | To approve the election of seven directors to hold office until the year 2019 Annual Meeting of Stockholders (Proposal 1); |
2. | To consider and approve an amendment to the Fund’s Certificate of Incorporation increasing the number of authorized shares of common stock from 50,000,000 to 100,000,000; and |
3. | To consider and vote upon such other matters as may properly come before said Meeting or any adjournment or postponement thereof. |
By Order of the Board of Directors | |
Gary A. Bentz | |
Secretary |
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: |
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 |
48 Wall Street, 22nd Floor
New York, NY 10005
TO BE HELD ON APRIL 17, 2018
ELECTION OF DIRECTORS
Name and Address(1) (Birth Date) | Position(s) with Fund | Term of Office Since | Principal Occupation Over Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director | Directorships Held by Nominee for Director Outside of Fund Complex* |
NON-INTERESTED NOMINEES | |||||
Robert E. Dean (Apr. 1951) | Director; Audit, Nominating and Corporate Governance Committee Member | 2014 | Director, National Bank Holdings Corp.; Director of Cornerstone Strategic Value Fund, Inc. | 2 | National Bank Holdings Corp. |
Edwin Meese III (Dec. 1931) | Director; Audit, Nominating and Corporate Governance Committee Member | 2001 | Ronald Reagan Distinguished Fellow Emeritus, The Heritage Foundation, Washington D.C.; Distinguished Visiting Fellow at the Hoover Institution, Stanford University; Director of Cornerstone Strategic Value Fund, Inc. | 2 | None |
Matthew W. Morris (May 1971) | Director; Audit, Nominating and Corporate Governance Committee Member | 2017 | Chief Executive Officer, Stewart Information Services Corporation; Director of Cornerstone Strategic Value Fund, Inc. | 2 | Stewart Information Services Corporation |
Scott B. Rogers (July 1955) | Director; Audit, Nominating and Corporate Governance Committee Member | 2001 | Director, Board of Health Partners, Inc.; Chief Executive Officer, Asheville Buncombe Community Christian Ministry; and President, ABCCM Doctor's Medical Clinic; Member of North Carolina Governor's Council on Homelessness (from July 2014); Director of Cornerstone Strategic Value Fund, Inc. | 2 | None |
Name and Address(1) (Birth Date) | Position(s) with Fund | Term of Office Since | Principal Occupation Over Past 5 Years | Number of Portfolios in Fund Complex Overseen by Director | Directorships Held by Nominee for Director Outside of Fund Complex* |
Andrew A. Strauss (Nov. 1953) | Director; Chairman of Nominating and Corporate Governance Committee and Audit Committee Member | 2001 | Attorney and senior member of Strauss & Associates, P.A., Attorneys; Director of Cornerstone Strategic Value Fund, Inc. | 2 | None |
Glenn W. Wilcox, Sr. (Dec. 1931) | Director; Chairman of Audit Committee and Nominating and Corporate Governance Committee Member | 2001 | Chairman of the Board of Tower Associates, Inc.; Chairman of the Board of Wilcox Travel Agency, Inc.; Director of Champion Industries, Inc.; Director of Cornerstone Strategic Value Fund, Inc. | 2 | Champion Industries, Inc. |
INTERESTED NOMINEE | |||||
Ralph W. Bradshaw (Dec. 1950)** | Chairman of the Board of Directors and President | 2001 | President, Cornerstone Advisors, Inc.; Financial Consultant; President and Director of Cornerstone Strategic Value Fund, Inc. | 2 | None |
(1) | The mailing address of each Nominee/Director with respect to Fund operations is c/o AST Fund Solutions, LLC, 48 Wall Street, 22nd Floor, New York, NY 10005. |
* | As of December 31, 2017, the Fund Complex was comprised of the Fund and Cornerstone Strategic Value Fund, Inc. both of which are managed by Cornerstone Advisors, Inc. (the “Investment Adviser”). Each of the above Directors oversees both of the Funds in the Fund Complex. |
** | Mr. Bradshaw is an “interested person” as defined in the Investment Company Act of 1940 because of his affiliation with Cornerstone Advisors, Inc. |
Name | Dollar Range of Equity Securities in the Fund | Aggregate Dollar Range of Equity In All Funds Overseen by Directors in Fund Complex |
NON-INTERESTED DIRECTORS | ||
Robert E. Dean | 0 | 0 |
Edwin Meese III | 0 | 0 |
Matthew W. Morris | 0 | 0 |
Scott B. Rogers | 0 | 0 |
Andrew A. Strauss | 0 | 0 |
Glenn W. Wilcox, Sr. | $10,001-$50,000 | $50,001-$100,000 |
INTERESTED DIRECTOR | ||
Ralph W. Bradshaw | Over $100,000 | Over $100,000 |
Name and Address(1) (Birth Date) | Position with Fund | Term of Office Since | Principal Occupation Over Past 5 Years |
Gary A. Bentz (June 1956) | Chief Compliance Officer; Secretary, and Assistant Treasurer | 2004, 2008, 2009 | Chairman and Chief Financial Officer of Cornerstone Advisors, Inc.; Financial Consultant, C.P.A.; Chief Compliance Officer, Secretary, and Assistant Treasurer of Cornerstone Strategic Value Fund, Inc. |
Alan M. Mandel (September 1957) | Treasurer | February 2018 | Head of Fund Administration, Schroder Investment Management North America Inc. (1998 – 2017); Member of Board of Managers, Schroder Fund Advisors LLC (1998 – 2017); Treasurer and Principal Financial and Accounting Officer of Schroder Series Trust, Schroder Global Series Trust and Schroder Capital Funds (Delaware) (1998 – 2017); Senior Vice President of AST Fund Solutions, LLC (since January 2018); Treasurer of The Asia Pacific Fund, Inc. (since February 2018); Treasurer of Cornerstone Strategic Value Fund, Inc. (since February 2018) |
(1) | The mailing address of each officer with respect to Fund operations is c/o AST Fund Solutions, LLC, 48 Wall Street, 22nd Floor, New York, NY 10005. |
Name of Director | Director Since | Aggregate Compensation From Fund | Total Compensation From Fund and Fund Complex* Paid to Director |
Robert E. Dean | 2014 | $15,000 | $50,000 |
Glenn W. Wilcox, Sr. | 2001 | $15,000 | $50,000 |
Andrew A. Strauss | 2001 | $15,000 | $50,000 |
Edwin Meese III | 2001 | $15,000 | $50,000 |
Matthew W. Morris | 2017 | $0 | $0 |
Scott B. Rogers | 2001 | $15,000 | $50,000 |
Ralph W. Bradshaw | 2001 | 0 | 0 |
* | For compensation purposes, the 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, 2017. |
AMEND THE FUND’S CERTIFICATE OF INCORPORATION
Respectfully submitted, | |
Glenn W. Wilcox, Sr. | |
Andrew A. Strauss | |
Scott B. Rogers | |
Matthew W. Morris | |
Edwin Meese III | |
Robert E. Dean |
Service | 2017 | 2016 | ||||||
Audit Fees | $ | 17,400 | $ | 16,900 | ||||
Audit-Related Fees | 0 | 0 | ||||||
Tax Fees (1) | 4,000 | 3,900 | ||||||
All Other Fees (2) | 1,600 | 1,600 | ||||||
Total | $ | 23,000 | $ | 22,400 |
(1) | Tax services in connection with the Fund’s excise tax calculations and review of the Fund’s applicable tax returns. |
(2) | All Other Fees represents changes for review of the Fund’s rights offering documents. |
INVESTMENT ADVISER AND ADMINISTRATOR
Name and Address of Beneficial Owner | Shares of Common Stock Beneficially Owned | Percentage of Shares Outstanding |
Sit Investment Associates, Inc.* 3300 IDS Center 80 South Eighth Street Minneapolis, MN 55402 | 2,723,278 | 12.22% |
* | Pursuant to a 13G filing dated February 1, 2018 for the quarter ended December 31, 2017. |
CORNERSTONE TOTAL RETURN FUND, INC. | |
Gary A. Bentz, Secretary | |
Dated: March 1, 2018 |
CORNERSTONE TOTAL RETURN FUND, INC.
PROXY CARD FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 17, 2018
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Cornerstone Total Return Fund, Inc. (the "Fund") hereby constitutes and appoints Messrs. Ralph W. Bradshaw, Andrew A. Strauss, Scott B. Rogers, and Glenn W. Wilcox, Sr., or any of them, the action of a majority of them voting to be controlling, as proxy of the undersigned, with full power of substitution, to vote all shares of common stock of the Fund standing in his or her name on the books of the Fund at the Annual Meeting of Stockholders of the Fund to be held at the First Floor Conference Room, 1075 Hendersonville Rd., Asheville, NC 28803, on April 17, 2018 at 11:00 a.m., Eastern Time, or at any adjournment or postponement thereof, with all the powers which the undersigned would possess if personally present, as designated on the reverse hereof.
The undersigned hereby revokes any proxy previously given and instructs the said proxies to vote in accordance with the instructions with respect to the election of the directors and the consideration and vote of such other matters as may properly come before the Annual Meeting of Stockholders or any adjournment or postponement thereof.
This proxy, when properly executed, will be voted in the manner directed herein by the stockholder. If no such direction is made, the said proxies will vote FOR Proposal 1 and in their discretion with respect to such other matters as may properly come before the Annual Meeting of Stockholders, in the interest of the Fund.
(Continued and to be dated and signed on reverse side)
ANNUAL MEETING OF STOCKHOLDERS OF CORNERSTONE TOTAL RETURN FUND, INC. April 17, 2018
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, proxy statement and proxy card are available at
http://www.cornerstonetotalreturnfund.com/Data/Sites/20/media/docs/CRF_proxy_final.pdf
PLEASE SIGN, DATE AND MAIL YOUR PROXY CARD IN THE ENVELOPE PROVIDED AS SOON AS POSSIBLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1, “FOR” PROPOSAL 2 AND "FOR" PROPOSAL 3.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
1. To approve the election of seven (7) Directors:
NOMINEES: | ||||
/ / | FOR ALL NOMINEES | / / | Ralph W. Bradshaw | |
/ / | Robert E. Dean | |||
WITHHOLD AUTHORITY | / / | Edwin Meese III | ||
/ / | FOR ALL NOMINEES | / / | Matthew W. Morris | |
/ / | Scott B. Rogers | |||
(See instructions below) | / / | Andrew A. Strauss | ||
/ / | Glenn W. Wilcox, Sr. |
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark
"FOR ALL EXCEPT" and fill in the circle next to each nominee you wish to withhold, as shown here: o
2. To approve an amendment to the Fund’s Certificate of Incorporation increasing the number of authorized shares from 50,000,000 to 100,000,000.
FOR | AGAINST | ABSTAIN |
/ / | / / | / / |
3. In their discretion, the proxies are authorized to consider and vote upon such other matters as may properly come before the said Meeting or any adjournment thereof.
FOR | AGAINST | ABSTAIN |
/ / | / / | / / |
Your proxy is important to assure a quorum at the Annual Meeting of Stockholders, whether or not you plan to attend the Meeting in person. You may revoke this proxy at any time, and the giving of it will not affect your right to attend the Annual Meeting of Stockholders and vote in person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
To change the address on your account, please check the box at right and indicate your new address in the address space above. [ ] Please note that changes to the registered name(s) on the account may not be submitted by this method.
SIGNATURE OF STOCKHOLDER | DATE | ||||
SIGNATURE OF STOCKHOLDER | DATE |
NOTE: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.