0001398344-21-007542 Sample Contracts

March 2, 2021 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 • April 1st, 2021 • Cornerstone Total Return Fund Inc • New York

• Contract Type
  Information Agent Agreement
• Filed
  April 1st, 2021
• 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 • April 1st, 2021 • Cornerstone Total Return Fund Inc • New York

• Contract Type
  Subscription Agent Agreement
• Filed
  April 1st, 2021
• Company
  Cornerstone Total Return Fund Inc
• Jurisdiction
  New York

This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of [ ], 2021, by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and Cornerstone Total Return Fund, Inc. (the “Company”).