0001398344-16-016194 Sample Contracts

August 5, 2016 Cornerstone Total Return Fund, Inc. C/o Cornerstone Advisors, Inc. Suite 250 Ashville, NC 28803 Attn: Mr. Ralph Bradshaw RE: Cornerstone Total Return Fund, Inc. – Rights Offer Dear Mr. Bradshaw:

Information Agent Agreement • August 5th, 2016 • Cornerstone Total Return Fund Inc • New York

• Contract Type
  Information Agent Agreement
• Filed
  August 5th, 2016
• Company
  Cornerstone Total Return Fund Inc
• Jurisdiction
  New York

This will serve as the Agreement between AST Fund Solutions, LLC (“AST Fund Solutions”) and Cornerstone Total Return Fund, Inc. (the “Client”), pursuant to which AST Fund Solutions will serve the Client as Information Agent for a Rights Offer (the “Offer”) for the Client.

SUBSCRIPTION AGENT AGREEMENT

Subscription Agent Agreement • August 5th, 2016 • Cornerstone Total Return Fund Inc • New York

• Contract Type
  Subscription Agent Agreement
• Filed
  August 5th, 2016
• Company
  Cornerstone Total Return Fund Inc
• Jurisdiction
  New York

This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of August 5, 2016, by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and Cornerstone Total Return Fund, Inc. (the “Company”).

TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT

Transfer Agency and Registrar Services Agreement • August 5th, 2016 • Cornerstone Total Return Fund Inc • New York

• Contract Type
  Transfer Agency and Registrar Services Agreement
• Filed
  August 5th, 2016
• Company
  Cornerstone Total Return Fund Inc
• Jurisdiction
  New York

This TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT (this “Agreement”), dated as of March 1, 2016, is entered into by and between CORNERSTONE TOTAL RETURN FUND, INC., a New York corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (“AST”).