0001398344-18-008727 Sample Contracts

SUBSCRIPTION AGENT AGREEMENT
Subscription Agent Agreement • June 7th, 2018 • Cornerstone Total Return Fund Inc • New York

This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of [ ], 2018, by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and Cornerstone Total Return Fund, Inc. (the “Company”).

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May 25, 2018 Cornerstone Total Return Fund, Inc. C/o Cornerstone Advisors, Inc. 1075 Hendersonville Road Suite 250 Ashville, NC 28803 Attn: Mr. Ralph Bradshaw RE: Cornerstone Total Return Fund, Inc. – Rights Offer Dear Mr. Bradshaw:
Cornerstone Total Return Fund Inc • June 7th, 2018 • 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.

MASTER SERVICES AGREEMENT
Master Services Agreement • June 7th, 2018 • Cornerstone Total Return Fund Inc • Ohio

This Agreement, dated June 1, 2018 is between Cornerstone Total Return Fund, Inc. (the “Corporation”), a New York corporation, and Ultimus Fund Solutions, LLC (“Ultimus”), a limited liability company organized under the laws of the State of Ohio.

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