CORNERSTONE TOTAL RETURN FUND, INC.
                               383 Madison Avenue
                            New York, New York 10179
                         -------------------------------
                    NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
                         To Be Held on October 15, 2008
                         -------------------------------

NOTICE IS HEREBY GIVEN that the Special Meeting of Stockholders (the "Meeting")
of Cornerstone Total Return Fund, Inc., a New York corporation (the "Fund"),
will be held at 11:00 a.m., eastern time, on October 15, 2008 at Fifth Floor
Conference Room, One West Pack Square, Asheville, NC 28801, for the following
purposes:

     1.   To approve a proposed one-for-two reverse stock split and the
          amendment to the Certificate of Incorporation. (Proposal No. 1); and

     2.   To consider and vote upon such other matters as may properly come
          before said Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on August 18, 2008 as the
record date for the determination of stockholders entitled to notice of, and to
vote, at this Meeting or any adjournment thereof. The stock transfer books will
not be closed.

Copies of the Fund's most recent annual report may be ordered free of charge by
any stockholder by writing to the Fund, c/o Bear Stearns Funds Management Inc.,
383 Madison Avenue, 23rd Floor, New York, New York 10179, or by calling collect
(212) 272-3550.



                                              By Order of the Board of Directors

                                              Gary A. Bentz
                                              Secretary


Dated: August 29, 2008


WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN, DATE,
SIGN AND MAIL THE ENCLOSED PROXY CARD IN THE ENCLOSED REPLY ENVELOPE. YOUR
PROMPT RESPONSE WILL ASSURE A QUORUM AT THE MEETING.



<PAGE>



INSTRUCTIONS FOR SIGNING PROXY CARDS

     The following general rules for signing proxy cards may be of assistance to
you and may allow the Fund to avoid the time and expense involved in validating
your vote if you fail to sign your proxy card properly.

     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:

REGISTRATION

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



<PAGE>




                       CORNERSTONE TOTAL RETURN FUND, INC.
                               383 Madison Avenue
                            New York, New York 10179
                         -------------------------------
               PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
                         to be held on October 15, 2008
                         -------------------------------

GENERAL

     This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Cornerstone Total Return Fund, Inc., a New
York corporation (the "Fund") for use at the Special Meeting of Stockholders
(the "Meeting") to be held at 11:00 a.m., eastern time, on October 15, 2008 at
the Fifth Floor Conference Room, One West Pack Square, Asheville, NC 28801, and
at any and all adjournments thereof. A form of proxy is enclosed herewith. This
Proxy Statement and the accompanying form of proxy are being first mailed to
stockholders of the Fund ("Stockholder(s)") on or about August 29, 2008.

     Any Stockholder who executes and delivers a proxy may revoke it by written
communication to the Secretary of the Fund at any time prior to its use or by
voting in person at the Meeting. Attendance by a Stockholder at the Meeting does
not, in itself, revoke a proxy. Unrevoked proxies will be voted in accordance
with the specifications thereon and, unless specified to the contrary, will be
voted FOR the approval of the proposed reverse stock split and the amendment to
the Certificate of Incorporation.

     In general, abstentions and broker non-votes, as defined below, count for
purposes of obtaining a quorum but do not count as votes cast with respect to
any proposal where the broker does not have discretion. Since Proposal 1 is
considered routine, broker non-votes will be counted as votes cast. A broker
non-vote is a proxy from a broker or nominee indicating that such person has not
received instructions from the beneficial owner or other person entitled to vote
shares on a particular matter with respect to which the broker or nominee does
not have discretionary voting power.

     At least 51% of the Fund's Stockholders must be present at the Meeting in
person or by proxy to constitute a quorum for the transaction of business by the
Fund. In the event that a quorum is not present at the Meeting, the persons
named as proxies may propose one or more adjournments of the Meeting from time
to time. Any such adjournment will require the affirmative vote of a majority of
those shares represented at the Meeting in person or by proxy. The persons named
as proxies will vote those proxies which they are entitled to vote FOR or
AGAINST any such proposal in their discretion.

     The cost of soliciting the proxies will be borne by the Fund. Proxy
solicitations will be made primarily by mail, but solicitations may also be made
by telephone, telegraph or personal interviews conducted by officers of the Fund
or Bear Stearns Funds Management Inc., the administrator to the Fund (the
"Administrator").

     Only holders of issued and outstanding shares of the Fund's common stock of
record at the close of business on August 18, 2008 are entitled to notice of,
and to vote at, the Meeting. Each such holder is entitled to one vote per share
of common stock so held. The number of shares of common stock outstanding on

                                       1
<PAGE>

August 18, 2008 was 5,439,506. The Fund is a diversified closed-end management
investment company.

Copies of the Fund's most recent annual report may be ordered free of charge to
any Stockholder by writing to the Fund, c/o Bear Stearns Funds Management Inc.,
383 Madison Avenue, New York, New York 10179, or by telephone by calling the
Fund collect at (212) 272-3550. This report is not to be regarded as
proxy-soliciting material.

     This Proxy Statement is first being mailed to Stockholders on or about
August 29, 2008.


                                 PROPOSAL NO. 1

                 APPROVAL OF ONE-FOR-TWO REVERSE STOCK SPLIT OF
                THE ISSUED AND OUTSTANDING SHARES OF COMMON STOCK
              AND THE AMENDMENT TO THE CERTIFICATE OF INCORPORATION


     The Board of Directors has determined that the Fund would benefit if its
shares of common stock traded at a higher market price than the current market
price per share. To support this purpose, the Board of Directors has further
determined that it is in the best interests of the Fund and the stockholders to
approve an amendment to the Fund's Certificate of Incorporation to effect a
reverse stock split of the Fund's common stock on the basis of one new share of
common stock for each two shares (1-for-2) of presently outstanding common
stock. The amendment to the Certificate of Incorporation, attached hereto as
Exhibit A, would reduce the number of shares that are issued and outstanding as
of the date of the amendment but would not have any other effect or change the
Fund's Certificate of Incorporation or the rights of stockholders in any other
way.

     On August 15, 2008, the Board discussed the Fund's current market price per
share and compared it to the Fund's historical market prices per share. Although
no assurances can be given, the Board believes that a reverse stock split may
have the effect of increasing the Fund's market price and will have the effect
of increasing the Fund's net asset value ("NAV") per share. Please refer to the
section entitled "Potential Effects of the Reverse Stock Split" below for the
risks associated with the reverse stock split.

     Upon receiving the requisite shareholder approval, the Certificate of
Amendment will, subject to the discretion of the Board, be thereafter filed with
the Secretary of State of the State of New York. The amendment and the proposed
Reverse Stock Split would become effective as of the date of such filing which
is anticipated to be in December, 2008 (the "Effective Date").

     The Certificate of Amendment to the Certificate of Incorporation will not
reduce the total number of authorized shares of capital stock of 15,000,000
shares, or the par value of the Fund's common stock. As of August 18, 2008,
5,439,506 shares of common stock were issued and outstanding.

HYPOTHETICAL EXAMPLE OF THE REVERSE STOCK SPLIT

     This Example is intended to help stockholders understand how the Reverse
Stock Split will affect the number of shares held by a stockholder and the
Fund's NAV per share. The Example assumes the Reverse Stock Split became
effective on August 22, 2008, at which time the stockholder held 1,000 shares of
the Fund's common stock and the Fund's NAV was $6.28 per share. The actual NAV
of the Fund's shares may be higher or lower on the Effective Date.

                                       2
<PAGE>


<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

---------------------------- -------------------------- -------------------------- --------------------------
NUMBER OF SHARES HELD        FUND'S NAV PER SHARE       NUMBER OF SHARES HELD      FUND'S NAV PER SHARE
IMMEDIATELY PRIOR TO THE     IMMEDIATELY PRIOR TO       IMMEDIATELY AFTER THE      IMMEDIATELY AFTER THE
REVERSE STOCK SPLIT          REVERSE STOCK SPLIT        REVERSE STOCK SPLIT        REVERSE STOCK SPLIT
---------------------------- -------------------------- -------------------------- --------------------------
      1,000                        $6.28                      500                        $12.56
---------------------------- -------------------------- -------------------------- --------------------------
</TABLE>

     Any distributions that had been declared prior to the Reverse Stock Split
for record dates after the Reverse Stock Split would be increased accordingly.

POTENTIAL EFFECTS OF THE REVERSE STOCK SPLIT

     The immediate effect of a reverse stock split would be to reduce the number
of shares of common stock outstanding, thereby increasing the NAV per share. A
reverse stock split may result in an increase in the market price of the Fund's
common stock. However, the effect of any reverse stock split upon the market
price of the Fund's common stock cannot be predicted. The Fund cannot assure
stockholders that the market price of its common stock after the reverse stock
split will rise in exact proportion to the reduction in the number of shares of
common stock outstanding. Also, there can be no assurance that a reverse stock
split would lead to a sustained increase in the market price of the Fund's
common stock, that the market price would remain above the thresholds required
by the American Stock Exchange ("AMEX"), or that the Fund will be able to
continue to meet any other continued listing requirements of the AMEX.

EFFECTS ON OWNERSHIP BY INDIVIDUAL STOCKHOLDERS

     If the Fund implements a reverse stock split, the number of shares of
common stock held by each stockholder would be reduced by dividing the number of
shares held immediately before the reverse split by the 1 for 2 exchange ratio.
The Fund will not issue fractional shares. Instead, the Fund will pay cash in
lieu of any fractional interest in a share to which such stockholder would
otherwise be entitled as a result of the reverse split. The reverse stock split
would affect the Fund's common stock uniformly and would not affect any
stockholder's percentage ownership interests in the Company or proportionate
voting power.

OTHER EFFECTS ON OUTSTANDING SHARES

     The reverse stock split may result in some stockholders owning "odd-lots"
of less than 100 shares of common stock. Brokerage commissions and other costs
of transactions in odd-lots may be higher than the costs of transactions in
"round-lots" of even multiples of 100 shares.

PROCEDURE FOR EFFECTING THE REVERSE STOCK SPLIT AND EXCHANGE OF STOCK
CERTIFICATES

     If the stockholders approve the proposed amendment to the Fund's
Certificate of Incorporation, the Board of Directors may elect whether or not to
declare the reverse stock split at any time after the Meeting. The reverse stock
split would be implemented by filing the Certificate of Amendment to the
Certificate of Incorporation with the Secretary of State of the State of New
York, and the reverse stock split would become effective on the date of the
filing which is anticipated to be in December, 2008. As of the effective date of
a reverse stock split, each certificate representing shares of the Fund's common
stock before the reverse stock split would be deemed, for all corporate
purposes, to evidence ownership of the reduced number of shares of common stock
resulting from the reverse stock split. The Fund expects that its transfer agent

                                       3
<PAGE>

would act as the exchange agent for purposes of implementing the exchange of
stock certificates. As soon as practicable after the effective date,
stockholders would be notified of the effectiveness of the reverse split.
Stockholders of record would receive a letter of transmittal requesting them to
surrender their stock certificates for stock certificates reflecting the
adjusted number of shares as a result of the reverse stock split. Persons who
hold their shares in brokerage accounts or "street name" would not be required
to take any further actions to effect the exchange of their certificates. No new
certificates would be issued to a stockholder until the stockholder has
surrendered the stockholder's outstanding certificate(s) together with the
properly completed and executed letter of transmittal to the exchange agent.
Until surrender, each certificate representing shares before the reverse stock
split would continue to be valid and would represent the adjusted number of
shares based on the exchange ratio of the reverse stock split. Stockholders
should not destroy any stock certificate and should not submit any certificates
until they receive a letter of transmittal.

FRACTIONAL SHARES

     The Fund will not issue fractional shares. Instead, the Fund will pay cash
in lieu of any fractional interest in a share to which such stockholder would
otherwise be entitled as a result of the reverse split.

NO APPRAISAL RIGHTS

     No appraisal rights are available under the New York Business Corporation
Law (NYBCL) with respect to the reverse stock split, and we will not
independently provide stockholders with any such rights. There may exist other
rights or actions under state law for stockholders who are aggrieved by reverse
stock splits generally.



ACCOUNTING CONSEQUENCES

The reverse stock split will not affect the par value of our common stock. As a
result, on the effective date of the reverse stock split, the stated capital on
our balance sheet attributable to our common stock will be reduced in proportion
with the exchange ratio, and the additional paid-in capital account will be
credited with the amount by which the stated capital is reduced.

U.S. FEDERAL INCOME TAX CONSEQUENCES

     The following is a summary of material U.S. federal income tax consequences
of the reverse stock split and does not purport to be complete. It does not
discuss any state, local, or foreign income or other tax consequences. Also, it
does not address the tax consequences to holders that are subject to special tax
rules, including banks, insurance companies, regulated investment companies,
personal holding companies, foreign entities, nonresident alien individuals,
broker-dealers and tax-exempt entities. The discussion is based on the
provisions of the United States federal income tax law as of the date hereof,
which is subject to change retroactively as well as prospectively. This summary
also assumes that the shares are held as a "capital asset," as defined in the
Internal Revenue Code of 1986, as amended (generally, property held for
investment). The tax treatment of a stockholder may vary depending upon the
particular facts and circumstances of the stockholder. Each stockholder is urged
to consult with the stockholder's own tax advisor with respect to the
consequences of the reverse stock split. The Fund intends to treat the exchange
of shares pursuant to the reverse stock split as a recapitalization under
Section 368(a)(i)(E) of the Code. No gain or loss should be recognized by a

                                       4
<PAGE>

stockholder upon the stockholder's exchange of shares pursuant to the reverse
stock split. The aggregate tax basis of the shares received in the reverse stock
split, including any fraction of a share deemed to have been received, would be
the same as the stockholder's aggregate tax basis in the shares exchanged. The
stockholder's holding period for the shares would include the period during
which the stockholder held the pre-split shares surrendered in the reverse stock
split. Our view regarding the tax consequence of the reverse stock split is not
binding upon the Internal Revenue Service or the courts, and there can be no
assurance that the Internal Revenue Service or the courts will accept the
positions expressed above. The state and local tax consequences of the reverse
stock split may vary significantly as to each stockholder, depending upon the
state in which he or she resides. ACCORDINGLY, EACH STOCKHOLDER SHOULD CONSULT
WITH HIS OR HER OWN TAX ADVISOR WITH RESPECT TO ALL OF THE POTENTIAL TAX
CONSEQUENCES OF THE REVERSE STOCK SPLIT.

     The following notice is based on U.S. Treasury Regulations governing
practice before the Internal Revenue Service: (1) any U.S. federal tax advice
contained herein is not intended or written to be used, and cannot be used by
any taxpayer, for the purpose of avoiding U.S. federal tax penalties that may be
imposed on the taxpayer, (2) any such advice is written to support the promotion
of the transactions described in this proxy statement, and (3) each taxpayer
should seek advice based on the taxpayer's particular circumstances from an
independent tax advisor.

REQUIRED VOTE

     The affirmative vote of a majority of all outstanding shares of common
stock of the Company entitled to vote at the Meeting is required for approval of
the reverse stock split and the amendment to the Certificate of Incorporation.
Abstentions will have the same effect as a vote against the proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE
PROPOSED REVERSE STOCK SPLIT AND THE AMENDMENT TO THE CERTIFICATE OF
INCORPORATION.

INFORMATION PERTAINING TO THE FUND'S INVESTMENT ADVISER AND ADMINISTRATOR THE
INVESTMENT ADVISER

      Cornerstone Advisors, Inc. has acted as the Fund's Investment Adviser
("Investment Adviser") since January 2, 2002, and has its principal office at
One West Pack Square, Suite 1650, Asheville, North Carolina 28801. Cornerstone
Advisors, Inc. was organized in February of 2001, to provide investment
management services to closed-end investment companies and is registered with
the SEC under the Investment Advisers Act of 1940, as amended. Cornerstone
Advisors, Inc. is the Investment Adviser to other closed-end funds, Cornerstone
Strategic Value Fund, Inc. and Cornerstone Progressive Return Fund. Messrs.
Bradshaw, Bentz and Clark are the only stockholders of the Investment Adviser.

     Mr. Bradshaw, an owner of Cornerstone Advisors, Inc., is President and
Chairman of the Board of Directors of the Fund. Mr. Bentz, formerly the Vice
President, Treasurer and a Director of the Fund and currently Chief Compliance
Officer and Secretary of the Fund, and Mr. Clark, formerly a Director and
currently Vice President of the Fund, are also owners of Cornerstone Advisors,
Inc. The address of Messrs. Bradshaw, Bentz, and Clark is One West Pack Square,
Suite 1650, Asheville, North Carolina 28801.

                                       5
<PAGE>


THE ADMINISTRATOR

      Bear Stearns Funds Management Inc., a J.P. Morgan Company, whose address
is 383 Madison Avenue, 23rd Floor, New York, New York 10179, currently acts as
the Administrator of the Fund.


SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
and Section 30(h) of the Investment Company Act in combination require the
Fund's directors and officers, persons who own more than ten (10%) of the Fund's
Common Stock, and the Fund's Investment Adviser and its directors and officers,
to file reports of ownership and changes in ownership with the SEC and the AMEX.
The Fund believes that the Fund's directors and officers, the Fund's Investment
Adviser and its directors and officers have complied with all applicable filing
requirements during the year ended December 31, 2007.

INFORMATION PERTAINING TO CERTAIN STOCKHOLDERS

     The following table sets forth the beneficial ownership of shares of the
Fund by each person known to the Fund to be deemed the beneficial owner of more
than five (5%) percent of the outstanding shares of the Fund at the close of
business on August 18, 2008:

NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OF COMMON STOCK BENEFICIALLY OWNED
--------------------------------------------------------------------------------

None

     Additionally, on August 18, 2008, Cede & Co., a nominee for participants in
the Depository Trust Company, held of record 5,075,627 shares of the Fund, equal
to approximately 93.3% of the outstanding shares of the Fund. All the directors
and executive officers of the Fund, as of the date of this proxy, owned less
than 1% of the outstanding shares of the Fund.

ADDITIONAL INFORMATION

     The Proxy Statement does not contain all of the information set forth in
the registration statements and the exhibits relating thereto which the Fund has
filed with the SEC, under the Exchange Act and the Investment Company Act, to
which reference is hereby made. The Fund is subject to the informational
requirements of the Exchange Act and in accordance therewith, files reports and
other information with the SEC. Reports, proxy statements, registration
statements and other information filed by the Fund can be inspected and copied
at the public reference facilities of the SEC in Washington, DC. Copies of such
materials also can be obtained by mail from the Public Reference Branch, Office
of Consumer Affairs and Information Services, SEC, 100 F Street, NE, Washington,
DC 20594, at prescribed rates.

OTHER BUSINESS

     The Board of Directors of the Fund does not know of any other matter which
may come before the Meeting, but should any other matter requiring a vote of
Stockholders arise, including any questions as to the adjournment of the
Meeting, it is the intention of the persons named in the proxy to vote the

                                       6
<PAGE>

proxies in accordance with their judgment on that matter in the interest of the
Fund.

PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS

     All proposals by Stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders, to be held in the
year 2009, must be received by the Fund addressed to Cornerstone Total Return
Fund, Inc., c/o Bear Stearns Funds Management Inc., 383 Madison Avenue, 23rd
Floor, New York, New York 10179 in advance of the meeting as set forth in the
Fund's 2008 annual meeting proxy document.


                                             CORNERSTONE TOTAL RETURN FUND, INC.

                                             Gary A. Bentz, Secretary

Dated: August 29, 2008













                                       7
<PAGE>


                                    EXHIBIT A

                         CERTIFICATE OF AMENDMENT OF THE
                         CERTIFICATE OF INCORPORATION OF
                       CORNERSTONE TOTAL RETURN FUND, INC.
                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW


     The undersigned, being an authorized officer of CORNERSTONE TOTAL RETURN
FUND, INC. (the "Corporation"), does hereby certify:

FIRST. The name of the Corporation is Cornerstone Total Return Fund, Inc. It was
formed under the name Excelsior Income Shares, Inc.

SECOND. The Certificate of Incorporation was filed by the Department of State of
New York on March 14, 1973.

THIRD. Article 4 of the Certificate of Incorporation, which sets forth the
authorized shares of capital stock of the Corporation, is hereby amended to
effect a reclassification of the shares of Common Stock, par value $0.01 per
share (the "Common Stock"), currently outstanding (the "Old Shares") so that
every two shares of Common Stock issued and outstanding immediately prior to the
date of such amendment shall, effective as of the date of such amendment, be
reclassified and changed into one share of Common Stock (the "New Shares"). No
fractional shares will be issued as a result of the foregoing reclassification.
In lieu of issuing fractional shares, the Company will pay cash to any
shareholder who otherwise would have been entitled to receive a fractional share
as a result of the foregoing reclassification. As a result of the foregoing
reclassification, the par value of the Corporation's Common Stock will not
change.

FOURTH. The foregoing amendment of the Certificate of Incorporation was
authorized by written consent, setting forth the action taken, signed by all of
the members of the Board of Directors, followed by the vote of the holders of a
majority of the outstanding shares entitled to vote thereon at a meeting of the
shareholders.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment
this __ day of _______, 2008.


CORNERSTONE TOTAL RETURN FUND, INC.

By: /S/ RALPH W. BRADSHAW
--------------------------------
Ralph W. Bradshaw
President



<PAGE>




                       CORNERSTONE TOTAL RETURN FUND, INC.
               PROXY CARD FOR THE SPECIAL MEETING OF STOCKHOLDERS
                         TO BE HELD ON OCTOBER 15, 2008

           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. William A. Clark, Andrew A.
Strauss, 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 Special Meeting of Stockholders of the
Fund to be held at Fifth Floor Conference Room, One West Pack Square, Asheville,
NC 28801, on October 15, 2008 at 11:00 a.m., Eastern Time, or at any adjournment
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 (1)
approval of the proposed reverse stock split and the amendment to the
Certificate of Incorporation; and (2) the consideration and vote of such other
matters as may properly come before the Special Meeting of Stockholders or any
adjournment 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 Special Meeting of Stockholders, in the interest
of the Fund.

(Continued and to be dated and signed on reverse side)



<PAGE>



                       SPECIAL MEETING OF STOCKHOLDERS OF
                       CORNERSTONE TOTAL RETURN FUND, INC.
                                OCTOBER 15, 2008

PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD IN THE ENVELOPE PROVIDED AS SOON AS
POSSIBLE.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1 (THE APPROVAL OF THE
PROPOSED REVERSE STOCK SPLIT AND THE AMENDMENT TO THE CERTIFICATE OF
INCORPORATION) AND "FOR" PROPOSAL 2.

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 proposed one-for-two reverse stock split and the amendment
          to the Certificate of Incorporation.

          FOR    AGAINST   ABSTAIN
          / /      / /      / /

     2.   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 Special Meeting of
Stockholders, whether or not you plan to attend the meeting in person. You may
revoke this proxy at anytime, and the giving of it will not affect your right to
attend the Special Meeting of Stockholders and vote in person.

PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.


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.