CORNERSTONE TOTAL RETURN FUND, INC.               383 Madison Avenue, 23rd Floor
                                                  New York, New York 10179
                                                  (212) 272-3550

                     YOUR FUND'S DIVIDEND REINVESTMENT PLAN
                      MAY OFFER YOU SIGNIFICANT EXTRA VALUE

Your Fund's Dividend Reinvestment Plan ("Reinvestment Plan") has certain
features that may increase the benefits of reinvesting your distributions in
shares of the Fund. Please review further important disclosure on the reverse
side of this page. WITH THE FUND'S REINVESTMENT PLAN, WHENEVER THE FUND IS
TRADING AT A PREMIUM TO NET ASSET VALUE ("NAV"), AS IT HAS TENDED TO DURING THE
LAST SEVERAL YEARS, THE MARKET VALUE OF THE NEWLY ISSUED REINVESTMENT SHARES IS
GREATER THAN THE SAME DISTRIBUTION IF TAKEN IN CASH BECAUSE DISTRIBUTIONS ARE
REINVESTED AT THE LOWER NAV RATHER THAN MARKET PRICE. BECAUSE OF THIS LOWER
REINVESTMENT PRICE, THE MARKET VALUE OF THE REINVESTED SHARES FROM THE
DISTRIBUTION WILL BE GREATER THAN THE SAME DISTRIBUTION IF TAKEN IN CASH BY THE
MAGNITUDE OF THE PREMIUM. HENCE, IF THE FUND'S SHARES WERE TRADING AT A 15%
PREMIUM, THE MARKET VALUE OF THE MONTHLY DISTRIBUTION TAKEN IN REINVESTED SHARES
WOULD BE 15% GREATER THAN THE SAME DISTRIBUTION TAKEN IN CASH.

Although many shareholders have already switched to the Reinvestment Plan, the
Fund wants to make sure that all shareholders are aware of this opportunity.

IT IS EASY TO SWITCH TO THE REINVESTMENT PLAN

1.    IF YOU HOLD YOUR SHARES THROUGH A BROKER OR FINANCIAL INSTITUTION, AS MOST
      PEOPLE DO:

      CALL OR WRITE YOUR BROKER TO SAY THAT YOU WANT TO SWITCH IMMEDIATELY TO
      THE FUND'S REINVESTMENT PLAN FOR YOUR CORNERSTONE TOTAL RETURN FUND (CRF)
      SHARES.

2.    IF YOU HOLD YOUR SHARES DIRECTLY WITH THE FUND:

      CALL OR WRITE THE FUND'S TRANSFER AGENT TO SAY THAT YOU WANT TO SWITCH TO
      THE FUND'S REINVESTMENT PLAN:

      AMERICAN STOCK TRANSFER & TRUST CO.
      P.O. BOX 922, WALL STREET STATION
      NEW YORK, NY 10269-0560 OR TOLL-FREE (877) 248-6416

COORDINATE WITH YOUR BROKER TO PROVIDE REGULAR CASH IF DESIRED

Shareholders who desire cash withdrawals from their holdings as part of their
investment planning can coordinate with their broker to generate required cash
from their portfolio while still taking advantage of the Fund's Reinvestment
Plan. Raising cash from securities in your portfolio can be handled as needed or
on a regularly scheduled periodic basis with simple instructions to your broker.
Remember that you may exercise the option to switch between taking distributions
in cash or through the Reinvestment Plan as often as you desire. IF YOU HAVE NOT
ALREADY CHOSEN REINVESTMENT, YOU MAY WANT TO CONSIDER THE FUND'S REINVESTMENT
PLAN IN VIEW OF THESE FEATURES.


In order to provide flexibility in managing the Fund's Reinvestment Plan for the
benefit of the Fund and its shareholders, the Board retains the option of
specifically directing the Agent to purchase outstanding shares of the Fund on
the open market for the purpose of issuing shares for the Reinvestment Plan. In
this case, the shares will be allocated to the reinvesting shareholders based on
the average cost of such open market purchases. However, it continues to be the
intention of the Board to satisfy Reinvestment Plan share requirements by using
newly issued shares which would be allocated as noted below. A full description
of the Reinvestment Plan is included in the Annual and Semi-Annual Reports of
the Fund.

As previously disclosed by the Fund: "...the Agent will allocate Newly Issued
Shares to the reinvesting shareholders at the lower of (i) a price equal to the
average closing price of the Fund over the five trading days preceding the
payment of such distribution, or (ii) the net asset value of the Fund as last
determined prior to such payment date."

The annual and semi-annual reports of the Fund contain more detailed information
about this feature of the Reinvestment Plan. It is intended to enhance the
already successful Distribution Policy of your Fund. The Fund's distribution
policy has been designed to provide greater flexibility to all the Fund's
shareholders in managing their investment. Over the long run, it has usually
been the case that a well-managed, diversified equity portfolio provides the
best risk/reward characteristics for many investors. Long-term equity returns
are generally higher than those for fixed income or balanced programs, and
favorable tax treatment on capital gains makes the net returns even more
desirable for taxable investors. However, the distributions from conventional
equity funds are usually sporadic, since dividend income is relatively low, and
the realization of capital gains is unpredictable. Many investors are willing to
accept the asset volatility inherent in a well managed equity portfolio, but
would prefer to have a predictable and stable cash flow as well, for
reinvestment or other purposes. Your Fund's Distribution Policy is designed to
provide its shareholders with this flexibility.

Pursuant to its Distribution Policy, the Fund is currently paying out a fixed
monthly distribution. At the end of each year, a determination is made as to
what portion of this distribution is attributable to income, capital gains, or
return-of-capital, and the allocation among these categories may vary greatly
from year to year. TO THE EXTENT THESE DISTRIBUTIONS ARE NOT REPRESENTED BY NET
INVESTMENT INCOME AND/OR CAPITAL GAINS, THEY WILL NOT REPRESENT YIELD OR
INVESTMENT RETURN ON THE FUND'S INVESTMENT PORTFOLIO. TO THE EXTENT SUCH
DISTRIBUTIONS ARE DESIGNATED AS RETURN-OF-CAPITAL, THEY ARE NOT TAXED AS
ORDINARY INCOME DIVIDENDS AND ARE SOMETIMES REFERRED TO AS TAX-FREE DIVIDENDS OR
NONTAXABLE DISTRIBUTIONS. A RETURN-OF-CAPITAL DISTRIBUTION REDUCES THE COST
BASIS OF AN INVESTOR'S SHARES IN THE FUND; IT IS THE RETURN OF A PORTION OF THE
INVESTOR'S ORIGINAL INVESTMENT AND SHOULD NOT BE CONFUSED WITH YIELD OR
PORTFOLIO INVESTMENT RETURN. STOCKHOLDERS SHOULD CONSULT THEIR TAX ADVISOR FOR
PROPER TAX TREATMENT OF THE FUND'S DISTRIBUTIONS. It is the goal of the Fund to
have its long-term investment returns match or exceed these distributions, but
there can be no guarantee that this goal will be met. To the extent that the
amount of distributions taken in cash exceeds the net investment returns of the
Fund, the assets of the Fund will decline. If the net investment return exceeds
the amount of cash distributions, the assets of the Fund will increase. The Fund
believes that a successful, well-managed equity fund is made even more valuable
to its shareholders by providing this type of flexibility.

Past performance is no guarantee of future performance. An investment in the
Fund is subject to certain risks, including market risk. In general, shares of
closed-end funds often trade at a discount from their net asset value and at the
time of sale may be trading on the AMEX at a price that is more or less than the
original purchase price or the net asset value. An investor should carefully
consider the Fund's investment objective, risks, charges and expenses. Please
read the Fund's disclosure documents before you invest.