0001398344-22-007063 Sample Contracts

March 21, 2022 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:

Cornerstone Total Return Fund Inc • April 6th, 2022 • New York

• Company
  Cornerstone Total Return Fund Inc
• Filed
  April 6th, 2022
• 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 6th, 2022 • Cornerstone Total Return Fund Inc • New York

• Contract Type
  Subscription Agent Agreement
• Filed
  April 6th, 2022
• Company
  Cornerstone Total Return Fund Inc
• Jurisdiction
  New York

This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of [ ], 2022, by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and Cornerstone Total Return Fund, Inc. (the “Company”).