If You Invested in Cornerstone Total Return Fund Inc (CRF)

Cornerstone Total Return Fund, Inc. (NYSE American: CRF) is a closed-end, diversified management investment company organized as a New York corporation and registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940, as amended. The fund trades on the NYSE American under the ticker symbol CRF and operates in the finance and insurance sector, within the investment management and securities-related industry.

According to available information, Cornerstone Total Return Fund, Inc. seeks capital appreciation with current income as a secondary objective. The fund has been described as a diversified closed-end management company that invests across multiple sectors, including Information Technology, Health Care, Financials, Communication Services, Consumer Discretionary, Industrials, exchange-traded funds, Utilities, Energy, Real Estate and other areas. This multi-sector approach provides exposure to a broad range of equity-oriented and related investments.

Closed-end fund structure and registration

Cornerstone Total Return Fund, Inc. is registered with the SEC as a closed-end, diversified management company. As a closed-end fund, it issues a fixed number of shares that trade on an exchange, and its shares can trade at a premium or discount to net asset value. The fund’s registration under the Investment Company Act of 1940 establishes a regulatory framework that governs its operations, disclosures and investment practices.

The fund’s investment adviser is Cornerstone Advisors, LLC, which also serves as the investment adviser to another closed-end fund, Cornerstone Strategic Investment Fund, Inc. The adviser has stated that volatility in the world economy can create what it views as significant opportunities through investments in closed-end funds. In addition to holding closed-end funds that invest substantially all of their assets in equity securities, the adviser may also choose to take advantage of situations in funds that invest in fixed income or other investment categories. Closed-end funds, with broadly diversified holdings, are described as enhancing diversification within each fund’s portfolio.

Investment objective and portfolio exposure

Cornerstone Total Return Fund, Inc. states that its objective is to seek capital appreciation, with current income as a secondary objective. Based on available descriptions, the fund invests in a range of sectors, including Information Technology, Health Care, Financials, Communication Services, Consumer Discretionary, Industrials, exchange-traded funds, Utilities, Energy and Real Estate, among others. This indicates an approach that spreads investments across various segments of the equity and related markets rather than focusing on a single industry.

The fund may invest its assets in other investment companies, including closed-end funds. When it invests in other investment companies, the fund’s assets are subject to the risks of the purchased investment company’s portfolio securities, and a stockholder in the fund bears not only their proportionate share of the expenses of the fund, but also, indirectly, the expenses of the purchased investment company. It is noted that investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but the total return at the investment company level is reduced by operating expenses and fees, including advisory fees.

Managed monthly distribution policy

Cornerstone Total Return Fund, Inc. has adopted a monthly distribution policy. Under this policy, the fund may distribute to stockholders each month a minimum fixed percentage per year of the net asset value or market price per share of its common stock, or at least a minimum fixed dollar amount per year. The distribution amount per share is reset annually, based on the fund’s net asset value on the last business day of October and an annualized distribution percentage approved by the Board of Directors.

The Board has stated that it believes the distribution policy maintains a stable, high rate of distribution. These distributions are not tied to the fund’s investment income or capital gains and do not represent yield or investment return on the fund’s portfolio. The distribution amount from one calendar year to the next will increase or decrease based on changes in the fund’s net asset value. The terms of the distribution policy are reviewed and approved at least annually by the fund’s Board and may be modified at its discretion for the benefit of the fund and its stockholders.

Under the managed distribution policy, the fund’s distributions will consist either of earnings, capital gains or return-of-capital, or some combination of these categories. A return-of-capital is described as a return of a portion of the stockholder’s original investment. Distributions designated as return-of-capital 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 a stockholder’s shares in the fund. The fund notes that the final composition of distributions for any given year cannot be determined until after the end of that year and is subject to change depending on market conditions and the magnitude of income and realized gains.

Rights offerings and capital management

Cornerstone Total Return Fund, Inc. has conducted rights offerings that allow existing stockholders to subscribe for newly issued shares. In one such rights offering, stockholders of record received non-transferable rights, with one right issued for each share held as of a specified record date. For every three rights received, a stockholder was entitled, but not required, to purchase one new share of the fund at a subscription price defined as the greater of a stated percentage of net asset value per share or a stated percentage of the market price per share at the time of expiration of the offering. Fractional shares were not issued, and the fund indicated that a 100% over-allotment to oversubscribing stockholders could be offered, allowing fully subscribing stockholders to oversubscribe for additional shares to the extent available.

The fund has stated that newly issued shares in such offerings would be issued within a defined period following the record date for a monthly distribution and that shares issued pursuant to the rights offering would not be entitled to receive that particular month’s distribution. These rights offerings are conducted pursuant to a prospectus meeting the requirements of the Securities Act of 1933, as amended, and are contingent on effective registration statements and customary regulatory approvals.

In addition to rights offerings, the Board of each related fund has previously approved a share repurchase program. The program authorizes management to make open market purchases from time to time, potentially at certain discounts to net asset value per share when management reasonably believes such repurchases may enhance stockholder value. It is noted that there is no assurance that the fund will purchase any shares or that the share repurchase program will have an impact on the liquidity or value of the fund or its shares. Any share repurchase activity would be disclosed in the fund’s stockholder reports for the relevant fiscal period.

Distribution risks and asset implications

The fund highlights that in any given year there can be no guarantee that its investment returns will exceed the amount of net distributions. To the extent that cash distributions paid to stockholders exceed the total net investment returns of the fund, the fund’s assets will decline. If total net investment returns exceed the amount of cash distributions, the fund’s assets will increase. Under the managed distribution policy, if total cash distributions in a fiscal year exceed net income and net capital gains (referred to as Net Earnings), the excess would decrease the fund’s total assets and would likely increase its expense ratio.

The fund also notes that, in order to make such distributions, it may need to sell a portion of its investment portfolio at times when independent investment judgment might not otherwise dictate such action. Assets used to make distributions would not be available for investment pursuant to the fund’s investment objective. The fund emphasizes that there is a risk that total Net Earnings from its portfolio may not be sufficient to offset the amount of cash distributions paid to stockholders, and that there is no guarantee the fund would be able to replace depleted assets.

Dividend reinvestment and stockholder options

Stockholders of Cornerstone Total Return Fund, Inc. have the option of reinvesting monthly distributions in additional shares of the fund or receiving them in cash. The fund’s Board has stated that it believes stockholders are well served by a policy of regular distributions, which can increase liquidity and provide flexibility to individual stockholders in managing their investment in the fund. Stockholders may consider reinvesting distributions through the fund’s dividend reinvestment plan, which may at times provide additional benefit to participants. The fund advises stockholders to read the description of the dividend reinvestment plan contained in the fund’s reports to stockholders for details.

Regulatory filings and reporting

Cornerstone Total Return Fund, Inc. files annual reports on Form N-CSR with the SEC, which include audited financial statements for the relevant fiscal year. These reports are made available online and can also be obtained free of charge upon request. The fund notes that investors should carefully consider the fund’s investment objective, risks, charges and expenses and should read the fund’s disclosure documents before investing.

The fund also emphasizes that past performance is no guarantee of future performance and that an investment in the fund is subject to certain risks, including market risk. It is noted that, 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 exchange at a price that is more or less than the original purchase price or the net asset value.

Key characteristics of CRF stock

Ticker and exchange: Cornerstone Total Return Fund, Inc. trades on the NYSE American under the symbol CRF.

Fund type: Closed-end, diversified management investment company registered under the Investment Company Act of 1940.

Investment adviser: Cornerstone Advisors, LLC, which also advises Cornerstone Strategic Investment Fund, Inc.

Stated objective: Seek capital appreciation, with current income as a secondary objective, through diversified investments that may include multiple equity-related sectors and investments in other investment companies.

Distribution approach: Managed monthly distribution policy, with annual resetting of the per-share distribution amount based on net asset value and an approved annualized distribution percentage, and distributions that may include earnings, capital gains and return-of-capital.

Risk considerations

The fund highlights several risk considerations. Market risk is present, as the value of the fund’s investments can fluctuate due to changes in market conditions. Because the fund may invest in other investment companies, stockholders bear both the fund’s expenses and, indirectly, the expenses of the underlying investment companies, which can reduce total return. There is also the structural characteristic that closed-end fund shares can trade at a discount or premium to net asset value, which can affect the price at which investors buy or sell shares relative to the underlying value of the portfolio.

The fund notes that there can be no assurance that the investment objective of any investment company in which it invests will be achieved. Additionally, the managed distribution policy can affect the fund’s asset base and expense ratio if distributions exceed Net Earnings, and may require the sale of portfolio assets at times that are not otherwise optimal from an investment standpoint.