CORNERSTONE TOTAL RETURN FUND, INC.
383 Madison Avenue
New York, New York 10179
-------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on April 15, 2008
-------------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Meeting")
of Cornerstone Total Return Fund, Inc., a New York corporation (the "Fund"),
will be held at 11:00 a.m., eastern time, on April 15, 2008 at Fifth Floor
Conference Room, One West Pack Square, Asheville, NC 28801, for the following
purposes:
1. To approve the election of six directors to hold office until the year
2009 Annual Meeting of Stockholders (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 19, 2008 as
the record date for the determination of stockholders 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 may be ordered free of charge by
any stockholder 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) 272-3550.
By Order of the Board of Directors
Gary A. Bentz
Secretary
Dated: February 29, 2008
WHETHER OR NOT 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.
383 Madison Avenue
New York, New York 10179
-------------------------------
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
to be held on April 15, 2008
-------------------------------
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Cornerstone Total Return Fund, Inc., a New
York corporation (the "Fund") for use at the Annual Meeting of Stockholders for
the year 2008 (the "Meeting") to be held at 11:00 a.m., eastern time, on April
15, 2008 at the Fifth Floor Conference Room, One West Pack Square, Asheville, NC
28801, 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 stockholders of the Fund ("Stockholder(s)") on or about February
29, 2008.
Any Stockholder 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. Attendance by a Stockholder at the Meeting does
not, in itself, revoke a proxy. 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, Thomas H. Lenagh, Edwin
Meese III, Scott B. Rogers, Andrew A. Strauss, and Glenn W. Wilcox, Sr. as
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 Stockholders 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 of the Fund
or Bear Stearns Funds Management Inc., the administrator to the Fund (the
"Administrator").
Only holders of issued and outstanding shares of the Fund's common stock of
record at the close of business on February 19, 2008 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 19, 2008 was 5,360,139. The Fund is a diversified closed-end management
investment company.
Copies of the Fund's most recent annual report 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) 272-3550. This report is not to be regarded
as proxy-soliciting material.
This Proxy Statement is first being mailed to Stockholders on or about
February 29, 2008.
-1-
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors currently consists of six members. All of the
members were approved by the Stockholders at the Year 2007 Annual Meeting.
At the Meeting, Stockholders will be asked to vote for the election of
Messrs. Ralph W. Bradshaw, Thomas H. Lenagh, Edwin Meese III, Scott B. Rogers,
Andrew A. Strauss, and Glenn W. Wilcox, Sr., as directors to serve until the
year 2009 Annual Meeting of Stockholders or thereafter until each of their
successors are duly elected and qualified. Each Nominee was considered and
recommended by the Fund's Nominating and Corporate Governance Committee.
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, Thomas H. Lenagh, Edwin Meese III, Scott B. Rogers, Andrew A. Strauss,
and Glenn W. Wilcox, Sr. 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, birth dates and
principal occupations of each of the nominees for election as Directors:
NOMINEES
NUMBER OF
PORTFOLIOS
IN FUND DIRECTORSHIPS HELD
NAME AND POSITION(S) TERM OF COMPLEX BY NOMINEE FOR
ADDRESS(1) WITH OFFICE PRINCIPAL OCCUPATION OVER OVERSEEN DIRECTOR OUTSIDE OF
(BIRTH DATE) FUND SINCE PAST 5 YEARS BY DIRECTOR FUND COMPLEX*
-----------------------------------------------------------------------------------------------------------------------------
NON-INTERESTED NOMINEES
Thomas H. Lenagh Director; 2002 Independent Financial Advisor; 3 Director of Adams
(Nov. 1924) Audit, Director of Photonics Products Group; Express Company,
Nominating Director/Trustee of Cornerstone Petroleum and Resources
and Corporate Strategic Value Fund, Inc. and Corporation, and
Governance Cornerstone Progressive Return Fund PPGI Industries
Committee
Member
Edwin Meese III Director; 2001 Distinguished Fellow, The Heritage 3 Director of Carrington
(Dec. 1931) Audit, Foundation Washington D.C.; Laboratories, Inc.
Nominating Distinguished Visiting Fellow at the
and Corporate Hoover Institution, Stanford
Governance University; Senior Adviser,
Committee Revelation L.P.; Director/Trustee of
Member Cornerstone Strategic Value Fund, Inc.
and Cornerstone Progressive Return Fund
Scott B. Rogers Director; 2001 Chairman, Board of Health Partners, 3 Chairman and Director,
(July 1955) Audit, Inc.; Chief Executive Officer, Recycling Unlimited;
Nominating Asheville Buncombe Community Director of A-B
and Corporate Christian Ministry; and President, Vision Board,
Governance ABCCM Doctor's Medical Clinic; Interdenominational
Committee Appointee, NC Governor's Commission on Ministerial Faith
Member Welfare to Work; Director/Trustee of Alliance
Cornerstone Strategic Value Fund, Inc. Partnerships, Inc.
and Cornerstone Progressive Return Fund
-2-
NUMBER OF
PORTFOLIOS
IN FUND DIRECTORSHIPS HELD
NAME AND POSITION(S) TERM OF COMPLEX BY NOMINEE FOR
ADDRESS(1) WITH OFFICE PRINCIPAL OCCUPATION OVER OVERSEEN DIRECTOR OUTSIDE OF
(BIRTH DATE) FUND SINCE PAST 5 YEARS BY DIRECTOR FUND COMPLEX*
-----------------------------------------------------------------------------------------------------------------------------
NON-INTERESTED NOMINEES
Andrew A. Strauss Director; 2001 Attorney and senior member of 3 Director of Memorial
(Nov. 1953) Chairman of Strauss & Associates, Mission Hospital
Nominating P.A., Attorneys, Asheville and Foundation, Deerfield
and Corporate Hendersonville, NC; previous Episcopal Retirement
Governance President of White Knight Community and
Committee and Healthcare, Inc. and LMV Asheville Symphony
Audit Committee Leasing, Inc., a wholly owned
Member subsidiary of Xerox Credit Corporation;
Director/Trustee of Cornerstone Strategic
Value Fund, Inc. and Cornerstone
Progressive Return Fund
Glenn W. Wilcox, Sr. Director; 2001 Chairman of Tower Associates, Inc.; 3 Director of Wachovia
(Dec. 1931) Chairman of Chairman of the Board and Chief Corp. WNC Regional
Audit Committee Executive Officer of Wilcox Travel Advisory Board;
and Nominating Agency, Inc.; Director/Trustee of Director of Champion
and Corporate Cornerstone Strategic Value Industries, Inc.
Governance Fund, Inc. and Cornerstone
Committee Member Progressive Return Fund
INTERESTED NOMINEE
Ralph W. Bradshaw Chairman 2001 President, Cornerstone Advisors, 3
(Dec. 1950)** of the Board Inc.; Financial Consultant; President
of Directors and Director/Trustee of Cornerstone
and Strategic Value Fund, Inc. and
President Cornerstone Progressive Return Fund
----------------
(1) The mailing address of each Nominee/Director with respect to Fund
operations is 383 Madison Avenue, 23rd Floor, New York, NY 10179.
* As of December 31, 2007, the Fund Complex is comprised of the Fund,
Cornerstone Strategic Value Fund, Inc., and Cornerstone Progressive
Return Fund, all of which are managed by Cornerstone Advisors, Inc.
Each of the above Nominees oversee all of the Funds in the Fund
Complex.
** Mr. Bradshaw is an "interested person" as defined in the Investment
Company Act of 1940 because of his affiliation with Cornerstone
Advisors, Inc.
-3-
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 December 31, 2007. The information as to
beneficial ownership is based on statements furnished to the Fund by each
Director.
DOLLAR RANGE OF AGGREGATE DOLLAR RANGE OF EQUITY
EQUITY SECURITIES IN ALL FUNDS OVERSEEN BY
NAME SECURITIES IN THE FUND DIRECTORS IN FUND COMPLEX
--------------------------------------------------------------------------------------------
NON-INTERESTED DIRECTORS
Thomas H. Lenagh $10,001-$50,000 $10,001-$50,000
Edwin Meese III 0 0
Scott B. Rogers 0 Over $100,000
Andrew A. Strauss 0 $1-$10,000
Glenn W. Wilcox Sr. $10,001-$50,000 $10,001-$50,000
INTERESTED DIRECTOR
Ralph W. Bradshaw $10,001-$50,000 Over $100,000
EXECUTIVE OFFICERS
In addition to Mr. Bradshaw, the current officers of the Fund are:
NAME AND
ADDRESS (1) TERM OF
(BIRTH DATE) POSITION WITH FUND OFFICE SINCE PRINCIPAL OCCUPATION OVER PAST 5 YEARS
---------------------------------------------------------------------------------------------------------------
William A. Clark Vice President 2004 Director and Stockholder of Cornerstone
(Oct. 1945) Advisors, Inc.; Vice President and former
Director/Trustee of Cornerstone Strategic
Value Fund, Inc. and Cornerstone Progressive
Return Fund; Financial Consultant; former
Director of Investors First Fund, Inc.
Gary A. Bentz Chief Compliance 2004, 2008 Chairman and Chief Financial Officer
(June 1956) Officer; Secretary of Cornerstone Advisors, Inc.; previous
Director, Vice President and Treasurer of the
Fund and Cornerstone Strategic Value Fund, Inc.;
Financial Consultant, C.P.A.; Chief Compliance
Officer and Secretary of Cornerstone Strategic
Value Fund, Inc. and Cornerstone Progressive
Return Fund
Kayadti A. Madison Treasurer 2007 Associate Director of Bear, Stearns & Co. Inc.
(Feb. 1974) since 2007 and Vice President from 2005 to 2007.
Senior fund administrator of Bear Stearns Funds
Management Inc. from 1999 to 2005; Treasurer of
Cornerstone Strategic Value Fund, Inc. and
Cornerstone Progressive Return Fund
------------
(1) The officers' address is the same as the Fund's.
-4-
Under the federal securities laws, the Fund is required to provide to
Stockholders 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
calendar year. The following table provides information concerning the
compensation paid during the year ended December 31, 2007, 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 TOTAL COMPENSATION
DIRECTOR COMPENSATION FROM FUND AND FUND
NAME OF DIRECTOR SINCE FROM FUND COMPLEX* PAID TO DIRECTOR
--------------------------------------------------------------------------------
Glenn W. Wilcox, Sr. 2001 $10,000 $34,726.03
Andrew A. Strauss 2001 $10,000 $34,726.03
Edwin Meese III 2001 $10,000 $34,726.03
Scott B. Rogers 2001 $10,000 $34,726.03
Thomas H. Lenagh 2002 $10,000 $34,726.03
Ralph W. Bradshaw 2001 0 0
-----------
* For compensation purposes, Fund Complex refers to the Fund,
Cornerstone Strategic Value Fund, Inc., and Cornerstone Progressive
Return Fund, all of which were managed by Cornerstone Advisors, Inc.
during the year ended December 31, 2007.
DIRECTOR TRANSACTIONS WITH FUND AFFILIATES. As of December 31, 2007,
neither the Independent Directors nor members of their immediate family owned
securities beneficially or of record in Cornerstone Advisers, Inc., or an
affiliate of Cornerstone Advisors, Inc. Furthermore, over the past five years,
neither the Independent Directors nor members of their immediate family have any
direct or indirect interest, the value of which exceeds $120,000, in Cornerstone
Advisors, Inc. or any of its affiliates. In addition, since the beginning of the
last two fiscal years, neither the Independent Directors nor members of their
immediate family have conducted any transactions (or series of transactions) or
maintained any direct or indirect relationship in which the amount involved
exceeds $120,000 and to which Cornerstone Advisors, Inc. or any affiliate
thereof was a party.
Each Director attended at least seventy-five (75%) percent or more of the
five (5) meetings of the Board of Directors (including regularly scheduled and
special meetings) held during the period for which he was a Director.
THE AUDIT COMMITTEE
During the calendar year ended December 31, 2007, the Audit Committee was
composed of all directors who are not interested persons of the Fund, as such
term is defined in Section 2(a)(19) of the Investment Company Act and Section
121A of the American Stock Exchange, LLC ("AMEX") rules. The members of the
Audit Committee during this period were Messrs. Wilcox, Sr., Strauss, Meese,
Lenagh and Rogers. The Board of Directors has adopted an Audit Committee
Charter. The principal functions of the Audit Committee include but are not
limited to, (i) the oversight of the accounting and financial reporting
processes of the Fund and its internal control over financial reporting; (ii)
the oversight of the quality and integrity of the Fund's financial statements
and the independent audit thereof; and (iii) the approval, prior to the
engagement of, the Fund's independent registered public accounting firm and, in
connection therewith, to review and evaluate the qualifications, independence
and performance of the Fund's independent registered public accounting firm. The
Audit Committee convened four (4) times during the 2007 calendar year.
The Audit Committee currently does not have an Audit Committee Financial
Expert, as such term is defined in Section 407 of the Sarbanes-Oxley Act of
2002. Rather, the Audit Committee members believe that each of their individual
experiences provide the Audit Committee with sufficient experience and expertise
to allow them to perform their duties as members of the Audit Committee.
THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The Fund has a standing Nominating and Corporate Governance Committee (the
"Committee"), which is comprised of Messrs. Wilcox, Sr., Lenagh, Meese, Rogers,
and Strauss, all of whom are directors who are not interested persons of the
Fund, as such term is defined in Section 2(a)(19) of the Investment Company Act
and in Section 121A of the AMEX rules. The Committee has a written charter. The
Committee is appointed to identify and select qualified candidates that have
exhibited strong decision making ability, substantial business experience,
relevant knowledge of the mutual fund industry (including closed-end funds),
skills or technological expertise and exemplary personal integrity and
reputation. In addition, the Committee seeks candidates that have experience and
knowledge involving all of the service providers of a registered investment
company.
-5-
The Committee will consider all nominees recommended by Stockholders of the
Fund, so long as Stockholders send their recommendations in writing to the
Secretary of the Fund in a manner consistent with the Fund's By-laws. The
Committee will seek candidates for the Board that have exhibited strong
decision-making ability, substantial business experience, relevant knowledge,
skills or technological expertise, and exemplary personal integrity and
reputation. Specifically, the Committee assesses all director nominees taking
into account several factors, including, but not limited to, issues such as the
current needs of the Board and the nominee's: (i) integrity, honesty, and
accountability; (ii) successful leadership experience and strong business
acumen; (iii) forward-looking, strategic focus; (iv) collegiality; (v)
independence and absence of conflicts of interests; and (vi) ability to devote
necessary time to meet director responsibilities. The Committee will ultimately
recommend nominees that it believes will enhance the Board's ability to oversee,
in an effective manner, the affairs and business of the Fund. The Committee will
consider and evaluate Stockholder-recommended candidates by applying the same
criteria used to evaluate director-recommended candidates. Currently, the
By-laws provide that the deadline for submitting a Stockholder proposal for
inclusion in the Fund's proxy statement and proxy for the Fund's 2009 annual
meeting of Stockholders pursuant to Rule 14a-8 promulgated under the Securities
Exchange Act of 1934, is October 31, 2008. Stockholders wishing to submit
proposals or director nominations that are not to be included in such proxy
statement and proxy must deliver notice to the Secretary at the principal
executive offices of the Fund no later than the close of business on February
14, 2009 nor earlier than the close of business on January 15, 2009.
Stockholders are also advised to review the Fund's By-laws, which contain
additional requirements with respect to advance notice of stockholder proposals
and director nominations.
During the calendar year ended December 31, 2007, the Nominating Committee
met and discussed the nomination of all directors for the 2007 Annual Meeting of
Stockholders. In 2008, the Committee met and discussed the nomination of all of
the Directors of the Fund for the 2008 Annual Meeting of Stockholders. Each
Nominee was recommended by the non-interested Directors.
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 STOCKHOLDERS VOTE "FOR" THE
ELECTION OF MESSRS. RALPH W. BRADSHAW, THOMAS H. LENAGH, EDWIN MEESE III, SCOTT
B. ROGERS, ANDREW A. STRAUSS, AND GLENN W. WILCOX, SR. AS DIRECTORS OF THE FUND.
AUDIT COMMITTEE REPORT
In 2008, the Audit Committee met with the Fund's Administrator, Bear
Stearns Funds Management Inc., and the Fund's independent registered public
accounting firm, Tait, Weller & Baker LLP, to discuss and review the Fund's
audited financial statements for the calendar year ended December 31, 2007. The
Fund's independent registered public accounting firm 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 registered public accounting firm. The Audit Committee also
discussed with the independent registered public accounting firm matters
required to be discussed by Statement on Auditing Standards No. 61.
The Fund's independent registered public accounting firm 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 registered public accounting firm
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 registered public accounting firm and the Audit Committee's
review of the representations and report of the independent registered public
accounting firm 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 calendar year ended December 31, 2007 filed with the Securities
and Exchange Commission ("SEC").
-6-
This Audit Committee report shall not be deemed incorporated by reference
in any document previously or subsequently filed with the SEC that incorporates
by reference all or any portion of this proxy statement except to the extent
that the Fund specifically requests that the report be specifically incorporated
by reference.
The Audit Committee of the Board of Directors has selected Tait, Weller &
Baker LLP to be employed as the Fund's independent registered public accounting
firm to make the annual audit and to report on, as may be required, the
financial statements which may be filed by the Fund with the SEC during the
ensuing year.
Respectfully submitted,
Glenn W. Wilcox, Sr.
Andrew A. Strauss
Scott B. Rogers
Edwin Meese III
Thomas H. Lenagh
RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Fund's independent registered public accounting firm for the calendar
year ended December 31, 2007, was the firm of Tait, Weller & Baker LLP. The
Audit Committee has selected Tait, Weller & Baker LLP to be the Fund's
registered public accounting firm for the calendar year ended December 31, 2008.
A representative of Tait, Weller & Baker LLP is not expected to be present
at the Annual Meeting of Stockholders but may be available by telephone to
respond to appropriate questions from Stockholders.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Aggregate fees for professional services rendered for the Fund by Tait,
Weller & Baker LLP as of or for the year ended December 31, 2007 and 2006 were:
SERVICE 2007 2006
--------------------------------------------------------------------------------
Audit Fees $ 13,600 $ 13,000
Audit-Related Fees 0 0
Tax Fees (1) 2,700 2,500
All Other Fees 0 0
--------- ---------
Total $ 16,300 $ 15,500
========= =========
------------------
(1) Tax services in connection with the Fund's excise tax calculations and
review of the Fund's applicable tax returns.
All of the services performed by the Fund's independent registered public
accounting firm, including audit related and non-audit related services, were
pre-approved by the Audit Committee, as required under the Audit Committee
Charter. The Audit Fees for the years ended December 31, 2007 and 2006, were for
professional services rendered for the audits of the financial statements of the
Fund, reviews, and issuances of consents, and assistance with review of
documents filed with the SEC. Tax Fees for the years ended December 31, 2007 and
2006, were for services performed in connection with income tax services other
than those directly related to the audit of the income and excise tax accrual.
"All Other Fees" includes fees incurred related to accounting research and other
special projects.
The Audit Committee has considered and determined that the services
provided by Tait, Weller & Baker LLP are compatible with maintaining Tait,
Weller & Baker LLP's independence. The aggregate fees included in Audit Fees are
fees billed for the calendar year for the audit of the Fund's annual financial
statements. Of the time expended by the Fund's independent registered public
accounting firm to audit the Fund's financial statements for the calendar year
ended December 31, 2007, less than 50% of such time involved work performed by
persons other than the independent registered public accounting firm's full
time, permanent employees. Tait, Weller & Baker LLP did not perform any services
on behalf of Cornerstone Advisors, Inc.
-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
("Investment Adviser") since January 2, 2002, and has its principal office at
One West Pack Square, Suite 1650, Asheville, North Carolina 28801. Cornerstone
Advisors, Inc. was organized in February of 2001, to provide investment
management services to closed-end investment companies and is registered with
the SEC under the Investment Advisers Act of 1940, as amended. Cornerstone
Advisors, Inc. is the Investment Adviser to other closed-end funds, Cornerstone
Strategic Value Fund, Inc. and Cornerstone Progressive Return Fund. Messrs.
Bradshaw, Bentz and Clark are the only stockholders of the Investment Adviser.
Mr. Bradshaw, an owner of Cornerstone Advisors, Inc., is President and
Chairman of the Board of Directors of the Fund. Mr. Bentz, formerly the Vice
President, Treasurer and a Director of the Fund and currently Chief Compliance
Officer and Secretary of the Fund, and Mr. Clark, formerly a Director and
currently Vice President of the Fund, are also owners of Cornerstone Advisors,
Inc. The address of Messrs. Bradshaw, Bentz, and Clark is One West Pack Square,
Suite 1650, Asheville, North Carolina 28801.
THE ADMINISTRATOR
Bear Stearns Funds Management Inc., 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 Investment Company 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 SEC and the AMEX.
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, 2007.
INFORMATION PERTAINING TO CERTAIN STOCKHOLDERS
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 at the close of
business on February 19, 2008:
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES OF COMMON STOCK BENEFICIALLY OWNED
--------------------------------------------------------------------------------
None
Additionally, on February 19, 2008, Cede & Co., a nominee for participants
in the Depository Trust Company, held of record 5,010,280 shares of the Fund,
equal to approximately 93.5% 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.
-8-
ADDITIONAL INFORMATION
The Proxy Statement 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 SEC, under the Exchange Act and the Investment Company Act,
to which reference is hereby made.
The Fund is 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, SEC, 100 F Street, NE, Washington, DC 20594, at prescribed rates.
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
Stockholders 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 STOCKHOLDERS
All proposals by Stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders, to be held in the
year 2009, 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 in this
document.
CORNERSTONE TOTAL RETURN FUND, INC.
Gary A. Bentz, Secretary
Dated: February 29, 2008
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APPENDIX A
AUDIT COMMITTEE CHARTER
I. AUDIT COMMITTEE MEMBERSHIP AND QUALIFICATIONS
The Audit Committees of the Cornerstone Strategic Value Fund, Inc., the
Cornerstone Total Return Fund, Inc. and the Cornerstone Progressive Return Fund,
each shall consist of at least three members appointed by the respective Boards.
The Boards may replace members of the respective Audit Committees for any
reason.
No member of a Fund's Audit Committee shall be an "interested person" of
that Fund, as that term is defined in Section 2(a)(19) of the Investment Company
Act of 1940, nor shall any member receive any compensation from the Fund except
compensation for service as a member of the Fund's Board of Directors or Board
of Trustees (either, the "Board") or a committee of the Board.
The Boards shall determine annually whether any member of the Audit
Committees are an "audit committee financial expert" as defined in Item 3 of
Form N-CSR.
II. PURPOSES OF THE AUDIT COMMITTEE
The purposes of the Audit Committees are:
(a) to oversee the accounting and financial reporting processes of the
respective Fund and its internal control over financial reporting and,
as the Committee deems appropriate, to inquire into the internal
control over financial reporting of certain third-party service
providers;
(b) to oversee, or, as appropriate, assist Board oversight of, the quality
and integrity of a Fund's financial statements and the independent
audit thereof;
(c) to oversee, or, as appropriate, assist Board oversight of, a Fund's
compliance with legal and regulatory requirements that relate to a
Fund's accounting and financial reporting, internal control over
financial reporting and independent audits;
(d) to approve prior to appointment the engagement of a Fund's independent
auditors and, in connection therewith, to review and evaluate the
qualifications, independence and performance of a Fund's independent
auditors; and
(e) to act as a liaison between a Fund's independent auditors and the full
Board.
The independent auditors for a Fund shall report directly to the respective
Audit Committee.
III. DUTIES AND POWERS OF THE AUDIT COMMITTEES
To carry out its purposes, the Audit Committees shall have the following
duties and powers:
(a) to approve prior to appointment the engagement of auditors to annually
audit and provide their opinion on a Fund's financial statements, to
recommend to those Board members who are not "interested persons" (as
that term is defined in Section 2(a)(19) of the Investment Company
Act) the selection, retention or termination of a Fund's independent
auditors and, in connection therewith, to review and evaluate matters
potentially affecting the independence and capabilities of the
auditors. In evaluating the auditor's qualifications, performance and
independence, the Audit Committee must, among other things, obtain and
review a report by the auditor, at least annually, describing the
following items:
(i) all relationships between the independent auditor and a Fund, as
well as a Fund's investment adviser or any control affiliate of
the adviser that provides ongoing services to a Fund;
(ii) any material issues raised by the most recent internal quality
control review, or peer review, of the audit firm, or by any
inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting one or
more independent audits carried out by the firm, and any steps
taken to deal with any such issues; and
(iii) the audit firm's internal quality-control procedures.
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It is a responsibility of each Audit Committee to engage actively in a
dialogue with the auditors with respect to any disclosed relationship or
services that may impact the objectivity and independence of the auditor and to
take, or recommend that the full Board take, appropriate action to oversee the
independence of the auditor.
(b) to approve prior to appointment the engagement of the auditor to
provide other audit services to a Fund or to provide non-audit
services to a Fund, its investment adviser or any entity controlling,
controlled by, or under common control with the investment adviser
("adviser affiliate") that provides ongoing services to a Fund, if the
engagement relates directly to the operations and financial reporting
of a Fund;
(c) to develop, to the extent deemed appropriate by an Audit Committee,
policies and procedures for pre-approval of the engagement of a Fund's
auditors to provide any of the services described in (b) above;
(d) to consider the controls applied by the auditors and any measures
taken by management in an effort to assure that all items requiring
preapproval by an Audit Committee are identified and referred to the
Committee in a timely fashion;
(e) to consider whether the non-audit services provided by a Fund's
auditor to the Fund's investment adviser or any adviser affiliate that
provides ongoing services to a Fund, which services were not pre
approved by an Audit Committee, are compatible with maintaining the
auditor's independence;
(f) to review the arrangements for and scope of the annual audit and any
special audits;
(g) to review and approve the fees proposed to be charged to a Fund by the
auditors for each audit and non-audit service;
(h) to consider information and comments from the auditors with respect to
a Fund's accounting and financial reporting policies, procedures and
internal control over financial reporting (including a Fund's critical
accounting policies and practices), to consider management's responses
to any such comments and, to the extent an Audit Committee deems
necessary or appropriate, to promote improvements in the quality of a
Fund's accounting and financial reporting;
(i) to consider information and comments from the auditors with respect
to, and meet with the auditors to discuss any matters of concern
relating to, a Fund's financial statements, including any adjustments
to such statements recommended by the auditors, and to review the
auditors' opinion on a Fund's financial statements
(j) to resolve disagreements between management and the auditors regarding
financial reporting;
(k) to consider any reports of difficulties that may have arisen in the
course of the audit, including any limitations on the scope of the
audit, and management's response thereto;
(l) to review with a Fund's principal executive officer and/or principal
financial officer in connection with required certifications on Form
N-CSR any significant deficiencies in the design or operation of
internal control over financial reporting or material weaknesses
therein and any reported evidence of fraud involving management or
other employees who have a significant role in a Fund's internal
control over financial reporting;
(m) to establish procedures for the receipt, retention and treatment of
complaints received by a Fund relating to accounting, internal
accounting controls, or auditing matters, and the confidential,
anonymous submission by employees of a Fund, its investment adviser,
administrator, principal underwriter, or any other provider of
accounting related services for the Fund of concerns about accounting
or auditing matters, and to address reports from attorneys or auditors
of possible violations of federal or state law or fiduciary duty;
(n) to set clear policies relating to the hiring by entities within a
Fund's investment company complex of employees or former employees of
the independent auditors;
(o) to investigate or initiate an investigation of reports of
improprieties or suspected improprieties in connection with a Fund's
accounting or financial reporting;
(p) to report its activities to the full Board on a regular basis and to
make such recommendations with respect to the above and other matters
as the Audit Committee may deem necessary or appropriate; and
(q) to perform such other functions and to have such powers as may be
necessary or appropriate in the efficient and lawful discharge of the
powers provided in this Charter.
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The Audit Committees shall have the resources and authority appropriate to
discharge its responsibilities, including appropriate funding, as determined by
the Committee, for payment of compensation to the auditors for the purpose of
conducting the audit and rendering their audit report, the authority to retain
and compensate special counsel and other experts or consultants as the Committee
deems necessary, and the authority to obtain specialized training for Audit
Committee members, at the expense of a Fund, as appropriate.
The Audit Committees may delegate any portion of its authority, including
the authority to grant pre-approvals of audit and permitted non-audit services,
to a subcommittee of one or more members. Any decisions of the subcommittee to
grant pre-approvals shall be presented to the full Audit Committee at its next
regularly scheduled meeting.
IV. ROLE AND RESPONSIBILITIES OF THE AUDIT COMMITTEES
The function of the Audit Committees are oversight; it is management's
responsibility to maintain appropriate systems for accounting and internal
control over financial reporting, and the auditor's responsibility to plan and
carry out a proper audit. Specifically, each Fund's management is responsible
for: (1) the preparation, presentation and integrity of the Fund's financial
statements; (2) the maintenance of appropriate accounting and financial
reporting principles and policies; and (3) the maintenance of internal control
over financial reporting and other procedures designed to assure compliance with
accounting standards and related laws and regulations. The independent auditors
are responsible for planning and carrying out an audit consistent with
applicable legal and professional standards and the terms of their engagement
letter. Nothing in this Charter shall be construed to reduce the
responsibilities or liabilities of a Fund's service providers, including the
auditors.
Although the Audit Committees are expected to take a detached and
questioning approach to the matters that come before it, the review of a Fund's
financial statements by the Audit Committee is not an audit, nor does the
Committee's review substitute for the responsibilities of a Fund's management
for preparing, or the independent auditors for auditing, the financial
statements. Members of the Audit Committee are not full-time employees of a Fund
and, in serving on a Committee, are not, and do not hold themselves out to be,
acting as accountants or auditors. As such, it is not the duty or responsibility
of the Committee or its members to conduct "field work" or other types of
auditing or accounting reviews or procedures.
In discharging their duties the members of the Audit Committees are
entitled to rely on information, opinions, reports, or statements, including
financial statements and other financial data, if prepared or presented by: (1)
one or more officers of the Fund whom the director reasonably believes to be
reliable and competent in the matters presented; (2) legal counsel, public
accountants, or other persons as to matters the director reasonably believes are
within the person's professional or expert competence; or (3) a Board committee
of which the director is not a member.
V. OPERATIONS OF THE AUDIT COMMITTEES
(a) Each Audit Committee shall meet on a regular basis as often as
necessary to fulfill its responsibilities, including at least annually
in connection with the issuance of the Funds' audited financial
statements. The chair or a majority of the members shall be authorized
to call a meeting of the Audit Committee and send notice thereof.
(b) Each Audit Committee shall ordinarily meet in person; however, members
may attend telephonically, and the Committee may act by written
consent, to the extent permitted by law and by the Fund's bylaws.
(c) Each Audit Committee shall have the authority to meet privately and to
admit non-members individually by invitation.
(d) Each Audit Committee shall regularly meet, in separate executive
sessions, with representatives of Fund management, a Fund's internal
auditors or other personnel responsible for a Fund's internal audit
function (if any) and the Fund's independent auditors. The Committee
may also request to meet with internal legal counsel and compliance
personnel of a Fund's investment adviser and with entities that
provide significant accounting or administrative services to a Fund to
discuss matters relating to the Fund's accounting and compliance as
well as other Fund-related matters.
(e) Each Audit Committee shall prepare and retain minutes of its meetings
and appropriate documentation of decisions made outside of meetings by
delegated authority.
(f) Each Audit Committee may select one of its members to be the chair and
may select a vice chair.
(g) A majority of the members of each Audit Committee shall constitute a
quorum for the transaction of business at any meeting of the
Committee. The action of a majority of the members of an Audit
Committee present at a meeting at which a quorum is present shall be
the action of the Committee.
(h) The Board shall adopt and approve this Charter and may amend it on the
Board's own motion. Each Audit Committee shall review this Charter at
least annually and recommend to the full Board any changes the
Committee deems appropriate.
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APPENDIX B
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER
PURPOSE
The Nominating and Corporate Governance Committee (the "Committee") of each of
Cornerstone Strategic Value Fund, Inc., Cornerstone Total Return Fund, Inc. and
Cornerstone Progressive Return Fund (each a "Corporation" or collectively the
"Corporations") is appointed by each Corporation's Board to assist in carrying
out its responsibilities relating to (i) the identification and selection of
qualified individuals to become Board members and members of Board committees;
and (ii) the development, adoption and periodic monitoring/updating of corporate
governance principles and policies.
Each Committee is also responsible for producing a report to enable the
respective Corporation to make the required disclosures in the Corporation's
proxy statement, in accordance with applicable rules and regulations, regarding
the nominations process and the work of this Committee.
COMPOSITION
Each Committee will consist of no fewer than two members. All members of the
Committee must satisfy the independence requirements of the American Stock
Exchange LLC ("AMEX") and other applicable regulatory requirements.
Each Board shall appoint the members of the Committee. Subject to earlier
removal by the Board, each member shall serve until he or she is no longer a
director of the Corporation, and until his or her successor shall have been duly
elected and qualified. A Committee member may be removed by the Corporation's
Board at any time in its discretion, whereupon the resulting vacancy shall be
filled by the Board. The Committee members shall elect a chairperson by a vote
of a majority of the full Committee, or, if the members have failed to do so,
then the Board shall designate a chairperson.
Each Committee may form and delegate authority to subcommittees of this
Committee when appropriate.
STRUCTURE AND MEETINGS
The chairperson shall, after consultation with the other members of the
Committee, (i) determine the dates, times and places for meetings of the
Committee, and (ii) set the agenda for each meeting. The Committee shall hold at
least one meeting each year, and such additional meetings as the chairperson
determines are warranted under the circumstances in order for the Committee to
fulfill its mandate. The chairperson of the respective Committee shall preside
at each meeting of the Committee, except that in the absence of the chairperson
at any particular meeting, then the Committee member designated by the
chairperson shall preside at such meeting. A majority of the total number of
Committee members then in office shall constitute a quorum for the transaction
of committee business and all matters to be decided by the Committee shall be
decided by the affirmative vote of a majority of the members present in person
or by proxy at a duly called meeting of the Committee.
DUTIES AND RESPONSIBILITIES
Each Committee shall have the following power, authority and responsibilities:
1. Identify individuals qualified to become Board members and members of
Board committees (including members to fill vacancies), consistent with
criteria approved by the Board, and to recommend particular director
nominees to the Board (including nominations for re-election of
continuing/incumbent directors) for the next annual meeting of
shareholders, except if and to the extent the Corporation is legally
required by contract or otherwise to provide third parties with the
ability to nominate directors (in which case the selection and
nomination of such directors need not be subject to action by this
Committee). Each Committee will seek candidates for the Board that have
exhibited strong decision-making ability, substantial business
experience, relevant knowledge, skills or technological expertise and
exemplary personal integrity and reputation. Each Committee will have
the sole authority to retain and terminate any search firm to be used
to assist the Committee, and will have sole authority to approve the
firm's fees and other retention terms. Each Committee will also have
authority to obtain advice and assistance from internal or external
legal, accounting or other advisors at the Corporation's expense and
will have sole authority to approve the any such advisor's fees and
other retention terms.
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2. Develop and recommend to the respective Corporation's Board a set of
corporate governance guidelines and principles applicable to the
Corporation, including, without limitation, (i) a requirement that the
Corporation's non-management directors meet at regularly scheduled
executive sessions without Corporation management, (ii) director
qualification standards (including qualification standards for service
on Board committees), including independence, (iii) director
responsibilities, including attendance at meetings and advance review
of materials, (iv) director access to management and independent
advisors, (v) director orientation and continuing education; (vi)
management succession, including principles for CEO selection and
performance review; and (vii) annual evaluation of Board and committee
performance.
3. Monitor data submitted to the Board by individual directors that may
impact independence and make recommendations to the Board regarding
action, if any, that may be required in view of such data.
4. Consider and make recommendations to the Board on membership of Board
committees and the responsibilities of those committees to enhance
overall Board performance.
5. Periodically evaluate and make recommendations with respect to: (i)
director qualifications and selection criteria; and (ii) board size and
composition.
6. Periodically review and make recommendations with respect to the
corporate governance guidelines and code of ethics.
7. Review and reassess annually the adequacy of this Charter and recommend
to the Board for approval any proposed changes to this Charter.
8. Perform such other duties and responsibilities as may be assigned to
the Committee from time to time by the Board.
OPERATING POLICIES
1. Each Committee may, at its discretion, keep the minutes of all
Committee meetings (designating in its discretion such individuals to
record the minutes) and approve them by subsequent action. Each
Committee will circulate the approved minutes, if any are taken, of the
Committee meetings to the full Board for review.
2. Each Committee will determine its rules of procedure in accordance with
the Corporation's principles of corporate governance and the
Corporation's Bylaws.
3. At each regular Board meeting held following a Committee meeting, the
chairperson of the Committee will report to the Board regarding the
actions taken by and the activities and findings of the Committee since
the last Board meeting, as well as any recommendations for action by
the Board when appropriate.
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CORNERSTONE TOTAL RETURN FUND, INC.
PROXY CARD FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 15, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Cornerstone Total Return Fund, Inc. (the
"Fund") hereby constitutes and appoints Messrs. William A. Clark, 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 Stockholders of the
Fund to be held at Fifth Floor Conference Room, One West Pack Square, Asheville,
NC 28801 , on April 15, 2008 at 11:00 a.m., Eastern Time, 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 six Directors; and (2) the consideration and vote
of such other matters as may properly come before the Annual Meeting of
Stockholders or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed
herein by the stockholder. If no such direction is made, the said proxies will
vote FOR Proposal 1, and in their discretion with respect to such other matters
as may properly come before the Annual Meeting of Stockholders, in the interest
of the Fund.
(Continued and to be dated and signed on reverse side)
ANNUAL MEETING OF STOCKHOLDERS OF
CORNERSTONE TOTAL RETURN FUND, INC.
April 15, 2008
PLEASE DATE, SIGN AND MAIL YOUR PROXY CARD IN THE ENVELOPE PROVIDED AS SOON AS
POSSIBLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSAL 1 (THE ELECTION OF
DIRECTORS) AND "FOR" PROPOSAL 2. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [X]
1. To approve the election of six (6) Directors: FOR WITHHOLD
Ralph W. Bradshaw / / / /
Thomas H. Lenagh / / / /
Edwin Meese III / / / /
Scott B. Rogers / / / /
Andrew A. Strauss / / / /
Glenn W. Wilcox, Sr. / / / /
2. In their discretion, the proxies are authorized to consider and vote upon
such matters as may properly come before the said Meeting or any
adjournment thereof.
FOR AGAINST ABSTAIN
/ / / / / /
Your proxy is important to assure a quorum at the Annual Meeting of Stockholders
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 Stockholders and vote in person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
SIGNATURE OF STOCKHOLDER____________________________ DATE___________________
SIGNATURE OF STOCKHOLDER____________________________ DATE___________________
NOTE: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.