SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
Cornerstone Total Return Fund, Inc.
------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11(set forth the amount on
which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [
] Fee paid previously with preliminary materials. [ ] Check box if any part of
the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing. (1)
Amount previously paid:
(2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4)
Date Filed:
CORNERSTONE TOTAL RETURN FUND, INC.
383 Madison Avenue New York, New York 10179
-----------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Friday, April 11, 2003
----------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Meeting") of Cornerstone Total Return Fund, Inc. (f/k/a EIS Fund, Inc.), a New
York corporation (the "Fund"), will be held at One West Pack Square, 5th Floor
Conference Room, Asheville, NC 28801 on Friday, April 11, 2003 at 11:30 a.m. for
the following purposes:
1. To elect seven directors to hold office until the year 2004
Annual Meeting of Shareholders (Proposal No. 1); and
2. To consider and vote upon such other matters as may properly come
before said Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on February
18, 2003 as the record date for the determination of shareholders entitled to
notice of, and to vote at this Meeting or any adjournment thereof. The stock
transfer books will not be closed.
Copies of the Fund's most recent annual report, one of which is
enclosed with this mailing, may be ordered free of charge to any shareholder by
writing to the Fund c/o Bear Stearns Funds Management Inc., 383 Madison Avenue,
23rd Floor, New York, New York 10179, or by calling collect (212) 272-2093.
By Order of the Board of Directors
Thomas R. Westle
Secretary
Dated: March 3, 2003
UNLESS YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN, DATE, SIGN AND
MAIL THE ENCLOSED PROXY CARD IN THE ENCLOSED REPLY ENVELOPE. YOUR PROMPT
RESPONSE WILL ASSURE A QUORUM AT THE MEETING.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and avoid the time and expense to the Fund involved in
validating your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears
in the registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the
party signing should conform exactly to a name shown in the
registration.
3. Other Accounts: The capacity of the individual signing the
proxy card should be indicated unless it is reflected in
the form of registration. For example:
REGISTRATION
CORPORATE ACCOUNTS VALID SIGNATURE
------------------ ---------------
(1) ABC Corp..................................ABC Corp. (by John Doe, Treasurer)
(2) ABC Corp.................................................John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer ............................................John Doe
(4) ABC Corp. Profit Sharing Plan .............................John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust ..............................................Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d/ 12/28/78 ............................Jane B. Doe
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA.............John B. Smith
(2) John B. Smith ..................................John B. Smith, Jr., Executor
CORNERSTONE TOTAL RETURN FUND, INC. (F/K/A EIS FUND, INC.)
383 Madison Avenue New York, New York 10179
-------------------------------
PROXY STATEMENT for
ANNUAL MEETING OF SHAREHOLDERS to be held on Friday, April 11, 2003
-------------------------------
GENERAL
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Cornerstone Total Return Fund, Inc.
(f/k/a EIS Fund, Inc.), a New York corporation (the "Fund") for use at the
Annual Meeting of Shareholders for the year 2003 (the "Meeting") to be held at
One West Pack Square, 5th Floor Conference Room, Asheville, NC 28801 on Friday,
April 11, 2003, at 11:30 a.m., New York time, and at any and all adjournments
thereof. A form of proxy is enclosed herewith. This Proxy Statement and the
accompanying form of proxy are being first mailed to Shareholders on or about
March 3, 2003.
Any shareholder who executes and delivers a proxy may revoke it by
written communication to the Secretary of the Fund at any time prior to its use
or by voting in person at the Meeting. Unrevoked proxies will be voted in
accordance with the specifications thereon and, unless specified to the
contrary, will be voted FOR the election of Messrs. Ralph W. Bradshaw, Gary A.
Bentz, Andrew A. Strauss, Glenn W. Wilcox, Sr., Scott B. Rogers, Edwin Meese III
and Thomas H. Lenagh as the nominees for Director.
In general, abstentions and broker non-votes, as defined below, count
for purposes of obtaining a quorum but do not count as votes cast with respect
to any proposal where the broker does not have discretion. With respect to a
proposal requiring the affirmative vote of a majority of the Fund's outstanding
shares of common stock, the effect of abstentions and broker non-votes is the
same as a vote against such proposal. Otherwise, abstentions and broker
non-votes have no effect on the outcome of a proposal. A broker non-vote is a
proxy from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote shares
on a particular matter with respect to which the broker or nominee does not have
discretionary voting power.
At least 51% of the Fund's shareholders must be present at the
Meeting in person or by proxy to constitute a quorum for the transaction of
business by the Fund. In the event that a quorum is not present at the Meeting,
the persons named as proxies may propose one or more adjournments of the Meeting
from time to time. Any such adjournment will require the affirmative vote of a
majority of those shares represented at the Meeting in person or by proxy. The
persons named as proxies will vote those proxies which they are entitled to vote
FOR or AGAINST any such proposal in their discretion.
The cost of soliciting the proxies will be borne by the Fund. Proxy
solicitations will be made primarily by mail, but solicitations may also be made
by telephone, telegraph or personal interviews conducted by officers or
employees of the Fund or Bear Stearns Funds Management Inc., the administrator
to the Fund (the "Administrator").
-1-
Only holders of issued and outstanding shares of the Fund's common
stock of record at the close of business on February 18, 2003 are entitled to
notice of, and to vote at, the Meeting. Each such holder is entitled to one vote
per share of common stock so held. The number of shares of common stock
outstanding on February 18, 2003 was 4,665,445. The Fund is a closed-end,
diversified management investment company.
Copies of the Fund's most recent annual report, one of which is
enclosed with this mailing, may be ordered free of charge to any stockholder by
writing to the Fund c/o Bear Stearns Funds Management Inc., 383 Madison Avenue,
New York, New York 10179, or by telephone by calling the Fund collect at (212)
272-2093. This report is not to be regarded as proxy-soliciting material.
This Proxy Statement is first being mailed to Shareholders on or
about March 3, 2003.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors currently consists of seven members. Five of
the members were approved by the Shareholders at the Year 2002 Annual Meeting.
At a meeting of the Board of Directors held on December 2, 2002, the Board
increased the number of Directors to seven and elected Messrs. Edwin Meese III
and Thomas H. Lenagh to fill the additional director positions until the year
2003 Annual Meeting of Stockholders.
At the Meeting, Shareholders will be asked to elect seven directors
to hold office until the year 2004 Annual Meeting of Shareholders or thereafter
until each of their respective successors are duly elected and qualified.
At the Meeting, Shareholders will be asked to vote for the election
of Messrs. Ralph W. Bradshaw, Gary A. Bentz, Andrew A. Strauss, Glenn W. Wilcox,
Sr., Scott B. Rogers, Edwin Meese III and Thomas H. Lenagh as directors to serve
until the year 2004 Annual Meeting of Shareholders or thereafter until each of
their successors are duly elected and qualified. If elected, each nominee has
consented to serve as a director of the Fund until his successor is duly elected
and qualified.
The persons named in the accompanying form of proxy intend to vote at
the Meeting (unless directed not to vote) FOR the election of Messrs. Ralph W.
Bradshaw, Gary A. Bentz, Andrew A. Strauss, Glenn W. Wilcox, Sr., Scott B.
Rogers, Edwin Meese III and Thomas H. Lenagh. Each nominee has indicated that he
will serve if elected, and the Board of Directors has no reason to believe that
any of the nominees named above will become unavailable for election as a
director, but if any nominee should be unable to serve, the proxy will be voted
for any other person determined by the persons named in the proxy in accordance
with their judgment.
The following table sets forth the names, addresses, ages and
principal occupations of each of the nominees for election as Directors:
-2-
NOMINEES
DIRECTORSHIPS
TERM OF HELD BY NOMINEE
NAME, POSITION(S) OFFICE PRINCIPAL OCCUPATION FOR DIRECTOR OUTSIDE
ADDRESS AND AGE WITH FUND SINCE DURING PAST 5 YEARS OF FUND COMPLEX*
--------------- --------- ----- ------------------- ----------------
NON-INDEPENDENT NOMINEES:
Ralph W. Bradshaw Chairman 2001 President of Cornerstone Director of The
(52)** of the Advisors, Inc.; President SmallCap Fund, Inc.
One West Pack Square Board and and Director of the Funds
Suite 1650 President within the Fund Complex;
Asheville, NC 28801 Financial Consultant; Vice
President, Deep Discount
Advisors, Inc. (1993-1999).
Gary A. Bentz** (46) Vice 2001 Chief Financial Officer of
One West Pack Square President, Cornerstone Advisors, Inc.;
Suite 1650 Treasurer Director, Vice President and
Asheville, NC 28801 and Treasurer of the Funds
Director within the Fund Complex;
Financial Consultant; CPA;
Chief Financial Officer of
Deep Discount Advisors,
Inc. (1993-2000).
INDEPENDENT NOMINEES:
Andrew A. Strauss(49) Director 2001 Attorney and senior member Director of the
77 Central Avenue of Strauss & Associates, SmallCap Fund, Inc.,
Suite F P.A., Attorneys, Asheville Memorial Mission
Asheville, NC 28801 and Hendersonville, N.C.; Hospital Foundation,
previous President of White Deerfield Episcopal
Knight Healthcare, Inc. and Retirement
LMV Leasing, Inc., a Community, and
wholly owned subsidiary of Asheville Symphony.
Xerox Credit Corporation;
Director of the Funds within
the Fund Complex.
-3-
INDEPENDENT NOMINEES:
(CONTINUED)
Glenn W. Wilcox, Sr. (71) Director 2001 Chairman of the Board Director of The
One West Pack Square and Chief Executive SmallCap Fund, Inc.
Suite 1700 Officer of Wilcox Travel and Wachovia Corp.;
Asheville, NC 28801 Agency; Director of the Board Trustee and
Funds within the Fund Chairman of
Complex. Appalachian State
University; Board
Trustee and Director,
Mars Hill College;
Director, Champion
Industries, Inc.; and
Chairman, Tower
Associates, Inc. (a real
estate venture).
Scott B. Rogers (47) Director 2001 Chief Executive Officer, Director of A-B Vision
30 Cumberland Ave. Asheville Buncombe Board; Chairman and
Asheville, NC 28801 Community Christian Director, Recycling
Ministry; and President, Unlimited and
ABCCM Doctor's Interdenominational
Medical Clinic; Ministerial Alliance;
Appointee, NC and Director,
Governor's Commission Southeastern
on Welfare to Work; Jurisdiction Urban
Director of the Funds Networkers.
within the Fund
Complex.
Edwin Meese III (71) Director 2002 Distinguished Fellow,
The Heritage Foundation The Heritage Foundation,
214 Massachusetts Ave. Washington D.C.;
N.E. Distinguished Visiting
Washington D.C. 20002 Fellow at the Hoover
Institution, Stanford
University; Distinguished
Senior Fellow at the
Institute of United
States Studies, University
of London; and Formerly
U.S. Attorney General
under Former President
Ronald Reagan; Director
of the Funds within
the Fund Complex.
-4-
INDEPENDENT NOMINEES:
(CONTINUED)
Thomas H. Lenagh (80) Director 2002 Chairman of the Board of Director of Gintel Fund,
13 Allen's Corner Road Inrad Corp.; Independent The Adams Express
Flemington, NJ 08822 Financial Adviser; Company, Petroleum
Director of the Funds and Resources
within the Fund Corporation.
Complex.
-------------
* The Fund Complex consists of Progressive Return Fund, Inc., Cornerstone
Strategic Value Fund, Inc. and the Fund, all of which were advised by
Cornerstone Advisors, Inc. during the year ended December 31, 2002. Prior
to October 31, 2002, the Fund Complex also included The Cornerstone
Strategic Return Fund, Inc., which was merged into the Fund.
** Messrs. Bradshaw and Bentz are "interested persons" as defined in the
Investment Company Act of 1940 ("Investment Company Act") because they are
directors, officers and each a 50% shareholder in Cornerstone Advisors,
Inc.
The following table sets forth, for each Director, the aggregate
dollar range of equity securities owned of the Fund and of all Funds overseen by
each Director in the Fund Complex as of February 18, 2003. The information as to
beneficial ownership is based on statements furnished to the Fund by each
Director.
Name Dollar Range of Aggregate Dollar Range of Equity
Equity Securities in Securities in All Funds Overseby
the Fund. Directors in Fund Complex.
--------------------------------------------------------------------------------------
Ralph A. Bradshaw $10,001-$50,000 $50,001-$100,000
Gary A. Bentz $50,001-$100,000 Over $100,000
Andrew A. Strauss $1-$10,000 $10,001-$50,000
Glenn W. Wilcox Sr. $1-$10,000 $10,001-$50,000
Scott B. Rogers -- --
Edwin Meese III -- --
Thomas H. Lenagh -- --
In addition to Messrs. Bradshaw and Bentz, the other officer of the Fund is:
TERM OF
NAME, POSITION(S) OFFICE PRINCIPAL OCCUPATION DIRECTORSHIPS
ADDRESS AND AGE WITH FUND SINCE DURING PAST 5 YEARS HELD BY OFFICER
--------------- --------- ----- ------------------- ---------------
Thomas R. Westle Secretary 2001 Partner of Spitzer &
(49) Feldman P.C., a law firm;
405 Park Avenue Secretary of the Funds
New York, NY 10022 within the Fund Complex
-5-
Under the federal securities laws, the Fund is required to provide to
Shareholders in connection with the Meeting information regarding compensation
paid to Directors by the Fund as well as by the various other U.S. registered
investment companies advised by the Fund's investment adviser during its prior
fiscal year. The following table provides information concerning the
compensation paid during the year ended December 31, 2002, to each Director of
the Fund in their capacities solely as a director of the Fund. This information
does not reflect any additional monies received for a named individual serving
in any other capacity to the Fund. Please note that the Fund has no bonus,
profit sharing, pension or retirement plans.
AGGREGATE COMPENSATION
DIRECTOR AGGREGATE COMPENSATION FROM FUND COMPLEX* FOR
NAME OF DIRECTOR SINCE FROM FUND FOR 2002 2002
---------------- ----- ------------------ ----
Ralph W. Bradshaw 2001 -- --
Gary A. Bentz 2001 -- --
Glenn W. Wilcox, Sr. 2001 $10,500 $36,700
Andrew A. Strauss 2001 $10,300 $35,900
Scott B. Rogers 2001 $10,300 $35,900
Edwin Meese III 2002 $1,500 $27,000
Thomas H. Lenagh 2002 $1,500 $25,300
------------
* For compensation purposes, Fund Complex includes the Fund, Progressive
Return Fund, Inc., Cornerstone Strategic Value Fund, Inc. and
The Cornerstone Strategic Return Fund, Inc., which merged into the Fund on
October 31, 2002.
Each Director attended at least seventy-five (75%) percent or more of
the six meetings of the Board of Directors (including regularly scheduled and
special meetings) held during the period for which he was a Director. The Fund
has a nominating committee consisting of the five independent members of the
Board of Directors. The Fund does not have a compensation committee.
Required Vote
Directors are elected by a plurality (a simple majority of the votes
cast at the meeting) of the votes cast by the holders of shares of common stock
of the Fund present in person or represented by proxy at a meeting with a quorum
present. For purposes of the election of Directors, abstentions and broker
non-votes will be counted as shares present for quorum purposes, may be
considered votes cast, and may affect the plurality vote required for Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
THE ELECTION OF MESSRS. RALPH W. BRADSHAW, GARY A. BENTZ, ANDREW A. STRAUSS,
GLENN W. WILCOX, SR., SCOTT B. ROGERS, EDWIN MEESE III AND THOMAS H. LENAGH AS
DIRECTORS OF THE FUND.
AUDIT COMMITTEE
The Fund's Audit Committee is currently composed of the five
independent directors of the Fund. The principal functions of the Audit
Committee include but are not limited to: (i) recommendations to the Board for
the appointment of the Fund's independent accountants; (ii) review of the scope
and anticipated cost of the independent accountant's audit; and (iii)
consideration of the independent accountant's reports concerning their conduct
of the audit, including any comments or recommendations the Board of Directors
might make in connection thereto. Each 6 member of the Audit Committee attended
at least seventy-five percent (75%) of the two meetings during the fiscal year
ended December 31, 2002.
-6-
On June 1, 2000, the Audit Committee, followed by the full Board of
Directors, adopted a written charter setting forth the duties and
responsibilities of the Audit Committee, and such charter was reapproved by the
Board of Directors on February 9, 2001, February 13, 2002 and February 21 2003,
respectively. On April 18, 2002, the Shareholders approved Tait, Weller & Baker
("Tait, Weller") as the Fund's independent accountants.
The following table sets forth the aggregate fees billed by Tait,
Weller, the independent accountants for the Fund's most recent fiscal year, and
PricewaterhouseCoopers LLP, the Fund's former independent accountants, for
professional services rendered for: (i) the audit of the Fund's annual financial
statements and the review of financial statements included in the Fund's reports
to Shareholders ("Audit Fees"); (ii) financial information systems design and
implementation services provided to the Fund, its investment adviser and
entities that control, are controlled by or under common control with the Fund's
investment adviser that provides services to the Fund ("Financial Information
Systems Design"); and (iii) all other services provided to the Fund, its
investment adviser and entities that control, are controlled by or under common
control with the Fund's investment adviser that provides services to the Fund
("All Other Fees").
FINANCIAL INFORMATION
AUDIT FEES SYSTEMS DESIGN ALL OTHER FEES
---------- -------------- --------------
$11,000 $ 0 $10,850
Audit Committee Report
The Audit Committee has met and held discussions with the Fund's
Administrator, Bear Stearns Funds Management Inc., and the Fund's independent
accountants. The Administrator represented to the Audit Committee that the
Fund's financial statements were prepared in accordance with U.S. generally
accepted accounting principles, and the Audit Committee has reviewed and
discussed the financial statements with the Fund's Administrator and its
independent accountants. The Audit Committee also discussed with the independent
accountants matters required to be discussed by Statement on Auditing Standards
No. 61.
The Fund's independent accountants also provided to the Audit
Committee the written disclosures required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and the Audit
Committee discussed with the independent accountants' their independence, in
light of the services they were providing.
Based upon the Audit Committee's discussion with the Fund's
Administrator and the independent accountants and the Audit Committee's review
of the representations of the Fund's Administrator and the report of the
independent accountants to the Audit Committee, the Audit Committee recommended
that the Board of Directors include the audited financial statements in the
Fund's Annual Report for the fiscal year ended December 31, 2002 filed with the
Securities and Exchange Commission.
Respectfully submitted,
Glenn W. Wilcox, Sr.
Andrew A. Strauss
Scott B. Rogers
Edwin Meese III
Thomas H. Lenagh
-7-
INFORMATION PERTAINING TO THE FUND'S INVESTMENT ADVISER AND ADMINISTRATOR
THE INVESTMENT ADVISER
Cornerstone Advisors, Inc. has acted as the Fund's investment adviser
since January 2, 2002, and has its principal office at One West Pack Square,
Suite 1650, Asheville, North Carolina 28801. Cornerstone Advisors was organized
in February of 2001, to provide investment management services to closed-end
investment companies and is registered with the Securities and Exchange
Commission under the Investment Advisers Act of 1940, as amended. Cornerstone
Advisors is the investment manager to two other closed-end funds, Cornerstone
Strategic Value Fund, Inc. and Progressive Return Fund, Inc.
Mr. Bradshaw owns fifty percent (50%) of the total outstanding shares
of common stock of Cornerstone Advisors and is President and Chairman of the
Board of Directors of the Fund. Mr. Bentz, who is the Vice President, Treasurer
and a Director of the Fund, also owns fifty percent (50%) of the total
outstanding shares of common stock of Cornerstone Advisors. The address of
Messrs. Bradshaw and Bentz is One West Pack Square, Suite 1650, Asheville, North
Carolina 28801.
THE ADMINISTRATOR
Bear Stearns Funds Management Inc. (the "Administrator"), whose
address is 383 Madison Avenue, 23rd Floor, New York, New York 10179, currently
acts as the administrator of the Fund.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") and Section 30(h) of the 1940 Act in combination require the Fund's
directors and officers, persons who own more than ten (10%) of the Fund's common
stock, and the Fund's investment adviser and its directors and officers, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and the New York Stock Exchange, Inc. The Fund believes that the
Fund's directors and officers, the Fund's investment adviser and its directors
and officers have complied with all applicable filing requirements during the
year ended December 31, 2002.
-8-
INFORMATION PERTAINING TO CERTAIN SHAREHOLDERS
The following table sets forth the beneficial ownership of shares of the Fund by
each person known to the Fund to be deemed the beneficial owner of more than
five (5%) percent of the outstanding shares of the Fund:
SHARES OF COMMON STOCK % OF FUND'S OUTSTANDING
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
------------------------------------ ------------------ -------------------------
Deep Discount Advisors, Inc. (1)
One West Pack Square 957,418 20.5%
Suite 777
Asheville, NC 28801
Ron Olin Investment
Management Company (1) 1,051,158 22.5%
One West Pack Square
Suite 777
Asheville, NC 28801
Ronald G. Olin(2) 280,280 6.0%
One West Pack Square
Suite 777
Asheville, NC 28801
(1) Based solely upon information presented in a Schedule 13G/A, dated February
7, 2003, filed jointly by Deep Discount Advisors, Inc. and Ron Olin
Investment Management Company. The Fund has no knowledge of the ultimate
beneficial holders of these securities.
(2) Based solely upon information presented in a Schedule 13G/A, dated February
13, 2003, filed by Ronald G. Olin.
Additionally, on February 18, 2003, Cede & Co., a nominee for
participants in the Depository Trust Company, held of record 4,365,816 shares
of the Fund, equal to approximately 93.6% of the outstanding shares of the
Fund. All the directors and executive officers of the Fund, as of the date of
this proxy, owned less than 1% of the outstanding shares of the Fund.
ADDITIONAL INFORMATION
The Proxy Statement/Prospectus does not contain all of the
information set forth in the registration statements and the exhibits relating
thereto which the Funds have filed with the Commission, under the Securities Act
and the Investment Company Act, to which reference is hereby made.
The Funds are subject to the informational requirements of the
Exchange Act and in accordance therewith, file reports and other information
with the SEC. Reports, proxy statements, registration statements and other
information filed by the Funds can be inspected and copied at the public
reference facilities of the SEC in Washington, DC. Copies of such materials also
can be obtained by mail from the Public Reference Branch, Office of Consumer
Affairs and Information Services, Securities and Exchange Commission,
Washington, DC 20594, at prescribed rates.
-9-
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter
which may come before the Meeting, but should any other matter requiring a vote
of Shareholders arise, including any questions as to the adjournment of the
Meeting, it is the intention of the persons named in the proxy to vote the
proxies in accordance with their judgment on that matter in the interest of the
Fund.
PROPOSALS TO BE SUBMITTED BY SHAREHOLDERS
All proposals by Shareholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Shareholders, to be held in the
year 2004, must be received by the Fund addressed to Cornerstone Total Return
Fund, Inc. c/o Bear Stearns Funds Management Inc., 383 Madison Avenue, 23rd
Floor, New York, New York 10179 in advance of the meeting as set forth below.
Any stockholder who desires to bring a proposal at the Fund's 2004 Annual
Meeting of Shareholders must deliver (via the U.S. Post Office or such other
means that guarantees delivery) written notice thereof to the Secretary of the
Fund c/o Bear Stearns Funds Management Inc., 383 Madison Avenue, 23rd Floor, New
York, New York 10179 not less than sixty (60) days nor more than ninety (90)
days prior to the anniversary date of the immediately preceding Annual Meeting
of Shareholders. In addition, if you wish to have your proposal considered for
inclusion in the Fund's 2004 Proxy Statement for the Annual Meeting, it must be
received on or before November 4, 2003.
CORNERSTONE TOTAL RETURN FUND, INC.
Thomas R. Westle
Secretary Dated: March 3, 2003
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO
DO NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE
AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
-10-
PROXY CARD FOR THE ANNUAL MEETING OF STOCKHOLDERS
CORNERSTONE TOTAL RETURN FUND, INC.
The undersigned shareholder of Cornerstone Total Return Fund, Inc.
(the "Fund") hereby constitutes and appoints Messrs. Ralph W. Bradshaw, Andrew
A. Strauss and Glenn W. Wilcox, Sr., or any of them, the action of a majority of
them voting to be controlling, as proxy of the undersigned, with full power of
substitution, to vote all shares of common stock of the Fund standing in his or
her name on the books of the Fund at the Annual Meeting of Shareholders of the
Fund to be held on Friday, April 11, 2003 at 11:30 a.m., New York time, at One
West Pack Square, 5th Floor Conference Room, Asheville, NC 28801, or at any
adjournment thereof, with all the powers which the undersigned would possess if
personally present, as designated on the reverse hereof.
The undersigned hereby revokes any proxy previously given and
instructs the said proxies to vote in accordance with the aforementioned
instructions with respect to (1) the election of seven Directors; and (2) the
consideration and vote of such other matters as may properly come before the
Annual Meeting of Shareholders or any adjournment thereof. If no such
specification is made, the said proxies will vote FOR each of the proposals set
forth above, and in their discretion with respect to such other matters as may
properly come before the Annual Meeting of Shareholders, in the interest of the
Fund.
--------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF CORNERSTONE TOTAL RETURN FUND, INC.'S
BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
April 11, 2003
(To be dated and signed on reverse side)
A-1
Please mark boxes / / or /X/ in blue or black ink.
PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE:
[ X ]
1. To elect seven (7) Directors: FOR WITHHELD
Ralph W. Bradshaw / / / /
Gary A. Bentz / / / /
Andrew A. Strauss / / / /
Glenn W. Wilcox, Sr. / / / /
Scott B. Rogers / / / /
Edwin Meese III / / / /
Thomas H. Lenagh / / / /
In their discretion, the proxies are authorized to consider and vote upon
such matters as may properly come before said Meeting or any adjournment
thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE STOCKHOLDER. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED IN
FAVOR OF EACH PROPOSAL.
Your proxy is important to assure a quorum at the Annual Meeting of Shareholders
whether or not you plan to attend the meeting in person. You may revoke this
proxy at anytime, and the giving of it will not affect your right to attend the
Annual Meeting of Shareholders and vote in person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
SIGNATURE(S)____________________________ DATE___________________
NOTE: Please sign exactly as name appears. When shares are held as joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer and if a
partnership, please sign in full partnership name by authorized person.
A-2