[SCHEDULE 13G/A] CORNERSTONE TOTAL RETURN FUND INC Amended Passive Investment Disclosure
Sit Investment reports 5.75M shares (3.5%) of Cornerstone
CORNERSTONE TOTAL RETURN FUND INC ownership disclosure: Sit Investment Associates, Inc. and its subsidiary Sit Fixed Income Advisors II, LLC report shared beneficial ownership of 5,751,900 shares, representing 3.5% of Common Stock.
CORNERSTONE TOTAL RETURN FUND INC ownership disclosure: Sit Investment Associates, Inc. and its subsidiary Sit Fixed Income Advisors II, LLC report shared beneficial ownership of 5,751,900 shares, representing 3.5% of Common Stock. Shares outstanding were 164,889,238 as of December 31, 2025.
The filing is an amendment (Schedule 13G/A) clarifying that the reported shares are held in client accounts for which the advisers possess shared voting and dispositive power; both advisers disclaim beneficial ownership under Rule 13d-4.
Positive
None.
Negative
None.
Key Figures
Filed form:Schedule 13G/AReported shares:5,751,900 sharesOwnership percent:3.5%+1 more
Reported shares5,751,900 sharesShared voting and dispositive power held by Sit advisers
Ownership percent3.5%Percent of common stock based on outstanding shares
Shares outstanding164,889,238 sharesAs of December 31, 2025 per Form N-CSR
Key Terms
Schedule 13G/A, Rule 13d-4, beneficial ownership
3 terms
Schedule 13G/Aregulatory
"Amendment No. 1 and form type listed as SCHEDULE 13G/A"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
Rule 13d-4regulatory
"Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934"
beneficial ownershipfinancial
"SIA and SFI disclaim beneficial ownership of such securities"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Sit Investment report in Cornerstone Total Return Fund (CRF)?
Sit Investment reports shared ownership of 5,751,900 shares, equal to 3.5% of common stock. The percentage is based on 164,889,238 shares outstanding as of December 31, 2025, adjusted for dividend reinvestment plan activity.
Who technically owns the shares reported by Sit Investment in CRF?
The shares are owned by client accounts managed by Sit Investment and Sit Fixed Income Advisors II. Both advisers state they have shared voting and dispositive power over the accounts and disclaim beneficial ownership under Rule 13d-4.
What form was filed to report this ownership for CRF?
An Amendment to Schedule 13G (13G/A) was filed to update ownership details. The amendment lists Sit Investment Associates, Inc. and Sit Fixed Income Advisors II, LLC as reporting persons and includes signature by Paul E. Rasmussen.
What date is used to calculate the ownership percentage for CRF?
The ownership percentage is calculated using 164,889,238 shares outstanding as of December 31, 2025, per the issuer's Form N-CSR, and adjusted for shares issued under the dividend reinvestment plan.
Does Sit Investment claim direct beneficial ownership of the CRF shares?
No. Sit Investment and its subsidiary explicitly disclaim beneficial ownership pursuant to Rule 13d-4, stating the shares reported are owned by client Accounts for which they act as investment advisers.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
CORNERSTONE TOTAL RETURN FUND INC
(Name of Issuer)
Common Stock
(Title of Class of Securities)
21924U300
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
21924U300
1
Names of Reporting Persons
Sit Investment Associates, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MINNESOTA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,751,900.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,751,900.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,751,900.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.5 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
21924U300
1
Names of Reporting Persons
Sit Fixed Income Advisors II, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,751,900.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
5,751,900.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
5,751,900.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.5 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
CORNERSTONE TOTAL RETURN FUND INC
(b)
Address of issuer's principal executive offices:
225 Pictoria Drive, Suite 450, Cincinnati, OH 45246-1617
Item 2.
(a)
Name of person filing:
Sit Investment Associates, Inc.
Sit Fixed Income Advisors II, LLC
(b)
Address or principal business office or, if none, residence:
c/o Sit Investment Associates, Inc.
80 South Eighth Street, Suite 3300
Minneapolis, MN 55402
(c)
Citizenship:
Sit Investment Associates, Inc. Minnesota Corporation
Sit Fixed Income Advisors II, LLC Delaware LLC
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See response to item 9 on each cover page.
(b)
Percent of class:
See response to item 11 on each cover page.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See response to item 5 on each cover page.
(ii) Shared power to vote or to direct the vote:
See response to item 6 on each cover page.
(iii) Sole power to dispose or to direct the disposition of:
See response to item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See response to item 8 on each cover page.
The ownership percentages reported are based on 164,889,238 shares of common stock outstanding as of December 31, 2025, as reported in the Issuer's Report on Form N-CSR filed with the Securities Exchange Commission, and adjusted for shares issued pursuant to the Issuer's dividend reinvestment plan.
Sit Investment Associates, Inc. ("SIA") is an investment adviser registered under section 203 of the Investment Advisers Act of 1940. Sit Fixed Income Advisors II, LLC ("SFI") is an investment adviser registered under section 203 of the Investment Advisers Act of 1940 and a subsidiary of SIA. SIA and SFI provide investment management services to client accounts ("Accounts"). In their roles as investment advisers SIA and SFI possess shared voting and investment power over securities of the Issuer described in this schedule 13G owned by the Accounts and may be deemed to be the beneficial owner of such shares of the Issuer owned by the Accounts. All securities reported in this schedule 13G are owned by the Accounts. Pursuant to Rule 13d-4 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), SIA and SFI disclaim beneficial ownership of such securities.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
