[SCHEDULE 13G] Cornerstone Total Return Fund, Inc SEC Filing

Rhea-AI Filing Summary

Bank of Montreal (BMO) is offering auto-callable Market Linked Securities tied to the lowest performing share among Advanced Micro Devices (AMD), Amazon.com (AMZN) and Alphabet Class A (GOOGL). Each security has a $1,000 face amount, will be priced on July 18 2025 and issued on July 23 2025.

Early call feature: if on the July 23 2026 call date the lowest-performing Underlier closes at or above 90 % of its starting value, the notes are automatically redeemed for $1,000 plus a call premium of at least 25.35 %. Investors then forgo all further upside.

At maturity (July 21 2028) if not called:

• Upside: 200 % participation in any gain of the worst Underlier.
• Contingent absolute return: if that Underlier ends ≤ its start but ≥ 55 %, holders receive a positive payout equal to the absolute decline (maximum 45 %).
• Downside: if it finishes below 55 %, investors are fully exposed to the loss and can lose up to 100 % of principal.

The estimated initial value is $969.80 (not less than $919.00) versus the $1,000 offering price, reflecting fees and hedging costs. The notes pay no interest, are unsecured obligations of BMO, will not be listed, and are subject to issuer credit risk and liquidity constraints. Wells Fargo Securities acts as agent, earning up to 2.575 % in commissions; selected dealers may receive an additional 0.30 % fee.

Positive

• 200 % upside participation if notes reach maturity without being called
• Minimum 25.35 % call premium potentially realized after only one year
• Contingent absolute return delivers positive payout on declines up to 45 %

Negative

• Principal at risk below 55 % downside threshold; losses can reach 100 %
• Upside is capped if the notes are automatically called after one year
• No periodic interest payments, reducing total return in flat markets
• Estimated initial value ($969.80) below face, reflecting embedded costs
• No exchange listing and limited secondary market liquidity
• Unsecured credit exposure to Bank of Montreal

Insights

Structured-Products Analyst

TL;DR: High upside leverage but deep principal risk; call feature caps gains after year 1.

The 200 % participation rate and 25 %+ one-year call premium provide attractive headline returns, yet investors face multiple layers of risk. The absolute-return buffer only protects down to a 45 % drop; below that, losses are linear. Because payoff depends solely on the worst performer, cross-correlation among AMD, AMZN and GOOGL increases downside probability. Lack of coupon, wide agent spread and an estimated value 3 % below issue price make carry costly. Absence of exchange listing further limits exit options. Overall, risk/reward skews neutral: strong upside if not called, but probability-weighted outcomes hinge on one-year performance of three volatile tech stocks.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Cornerstone Total Return Fund

(Name of Issuer)

Common Stock

(Title of Class of Securities)

21924U300

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. 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 11,075,628.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 11,075,628.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,075,628.00

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)

7.2 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 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 11,075,628.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 11,075,628.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

11,075,628.00

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)

7.2 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Cornerstone Total Return Fund
(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.: 21924U300
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: 7.2%
(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 153,924,404 shares of common stock outstanding as of December 31, 2024, 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 rights offering on April 21, 2025. 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.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Accounts are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. Except as may be indicated if this is a joint filing with a registered investment company managed by SIA or SFI, not more than 5% of the class of such securities is owned by any one Account subject to the investment advice of SIA or SFI.
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.

Sit Investment Associates, Inc.

Signature:	/s/ Paul E. Rasmussen
Name/Title:	Paul Rasmussen / Vice President
Date:	07/03/2025

Sit Fixed Income Advisors II, LLC

Signature:	/s/ Paul E. Rasmussen
Name/Title:	Paul Rasmussen / Vice President
Date:	07/03/2025

Exhibit Information

Exhibit A - Joint Filing Agreement

FAQ

When can the Bank of Montreal Market Linked Securities be called early?

On July 23 2026 if the lowest-performing Underlier closes at or above 90 % of its starting value.

What is the minimum call premium investors may receive?

At least 25.35 % of face value, determined on the July 18 2025 pricing date.

How much upside participation do the securities offer at maturity?

Investors receive 200 % of the gain of the worst-performing Underlier, provided the notes are not called early.

What happens if the worst Underlier falls more than 45 % by maturity?

Holders incur losses on a one-for-one basis below the 55 % downside threshold and could lose the entire principal.

Will the securities pay any interest during the term?

No. The notes do not pay periodic interest; returns are delivered only through the call premium or maturity payment.

Is there an active secondary market for these securities?

The notes will not be listed on any exchange, and BMO does not expect an active trading market to develop.