Form N-CEN - Annual Report for Registered Investment Companies
March 08 2024 - 4:04PM
Edgar (US Regulatory)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Stockholders and Board of Directors of
Cornerstone Total Return Fund, Inc.
Opinion on the Financial Statements
We have audited the accompanying statement of assets
and liabilities, including the schedule of investments, of Cornerstone Total Return Fund, Inc. (the “Fund”) as of December
31, 2023, the related statement of operations for the year then ended, the statements of changes in net assets, the related notes, and
the financial highlights for each of the two years in the period then ended (collectively referred to as the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31,
2023, the results of its operations for the year then ended, the changes in net assets, and the financial highlights for each of the two
years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
The Fund’s financial highlights for the years
ended December 31, 2021, and prior, were audited by other auditors whose report dated February 23, 2022, expressed an unqualified opinion
on those financial highlights.
Basis for Opinion
These financial statements are the responsibility
of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and
are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our procedures included confirmation of securities owned as of December 31, 2023, by correspondence with the custodian and brokers. Our
audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the
overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Fund’s auditor since
2022.
/s/ COHEN & COMPANY, LTD.
COHEN & COMPANY, LTD.
Cleveland, Ohio
February 14, 2024
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