<DOCUMENT>
<TYPE>EX-99.77C VOTES
<SEQUENCE>3
<FILENAME>q77c.txt
<TEXT>
Results of Special Meeting of Stockholders

On October 15, 2008, a Special Meeting of Stockholders
of Cornerstone Total Return Fund, Inc. was held
and the following matter was voted upon based on
5,439,506 shares of common stock outstanding on
August 18, 2008:

To approve a one-for-two reverse stock split of the
Fund's issued and outstanding shares of common stock
and the amendment to the Certificate of Incorporation.

For		Against			Abstain
3,689,538	992,559			52,716

</TEXT>
</DOCUMENT>
