BTF / Valkyrie ETF Trust II - CoinShares Bitcoin and Ether ETF - SEC-Einreichungen, Jahresbericht, Proxy Statement

Boulder Total Return Fund, Inc.

Converted by EDGARwiz Exhibit 77Q.2 ? Boulder Total Return Fund, Inc. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act, and the rules thereunder, require the Boulder Total Return Fund, Inc.?s (the ?Fund?) officers and Directors, officers and directors of the investment adviser, affiliated persons of the investment adviser, and

BTF ORDR

UNITED STATES OF AMERICA BEFORE THE SECURITIES AND EXCHANGE COMMISSION INVESTMENT COMPANY ACT OF 1940 Release No. 31694/ June 24, 2015 _ In the Matter of : : BOULDER TOTAL RETURN FUND INC. : 2344 Spruce St., Ste. A : Boulder, CO 80302 : : (811-7390) : : ORDER UNDER SECTION 8(f) OF THE INVESTMENT COMPANY ACT OF 1940 DECLARING THAT APPLICANT HAS CEAS

BTF NTC

SECURITIES AND EXCHANGE COMMISSION [Release No. IC-31655] Notice of Applications for Deregistration under Section 8(f) of the Investment Company Act of 1940 May 29, 2015 The following is a notice of applications for deregistration under section 8(f) of the Investment Company Act of 1940 for the month of May 2015. A copy of each application may be obtained via the Commission’s website by searching

BTF N-8F

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0157 Washington, D.

BTF 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 005-46927 Boulder Total Return Fund, Inc. (Exact name of registrant as speci

CERTIFICATIONS CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002:

Exhibit 99CERT CERTIFICATIONS CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002: I, Stephen Miller, certify that: 1.

BTF (Quarterly Schedule of Portfolio Holdings)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-07390 Boulder Total Return Fund, Inc. (Exact name of registrant as specified in charter) 2344 Spruce Street, Suite A, Boulder, CO 80302 (Address of principal executive offices) (Zip code) Stephe

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 20, 2015, pursuant to the provisions of Rule 12d2-2 (a).

AGREEMENT AND PLAN OF REORGANIZATION

Exhibit B AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this 5th day of March, 2015 by and among Boulder Growth & Income Fund, Inc.

BTF / / ERNEST HOREJSI TRUST NO 1B - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities and Exchange Act of 1934 (Amendment No. 31)* Boulder Total Return Fund, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 101541100 (CUSIP Number) Stephen C. Miller, Esq. 2344 Spruce Street, Suite A Boulder, CO 80302 (303) 444-5483 (Name, Address and Telephone Number of Person

Joint Filing Agreement

Exhibit A Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities and Exchange of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule (including amendments thereto) with respect to the common stock, par value $0.

BTF / / Karpus Management, Inc. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Boulder Total Return Fund, Inc. (BTF) (Name of Issuer) Common Stock (Title of Class of Securities) 101541100 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sche

Boulder Total Return Fund, Inc.

Exhibit 77Q2 Boulder Total Return Fund, Inc. Response to Item 77Q2 SUB-ITEM 77Q2: Section 16(a) Beneficial Ownership Reporting Compliance Based solely upon the Fund’s review of the copies of such forms it received and written representations from such persons, the Fund believes that for the fiscal year ended November 30, 2014, all such filing requirements applicable to such persons were complied w

Matters Submitted to a Vote of Security Holders

Meeting of Stockholders - Voting Results Exhibit 77(c) Matters Submitted to a Vote of Security Holders At a Joint Special Meeting of the Stockholders of the Boulder Growth & Income Fund, Inc.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Converted by EDGARwiz REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Boulder Total Return Fund, Inc.

BTF / / ERNEST HOREJSI TRUST NO 1B - SCHEDULE 13D AMENDMENT 30 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities and Exchange Act of 1934 (Amendment No. 30)* Boulder Total Return Fund, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 101541100 (CUSIP Number) Stephen C. Miller, Esq. 2344 Spruce Street, Suite A Boulder, CO 80302 (303) 444-5483 (Name, Address and Telephone Number of Person

CERTIFICATIONS CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002:

Certifications Exhibit 99CERT CERTIFICATIONS CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002: I, Stephen Miller, certify that: 1.

Boulder Total Return Fund Inc - BOULDER TOTAL RETURN FUND, INC.

Boulder Total Return Fund, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-07390 Boulder Total Return Fund, Inc. (Exact name of registrant as specified in charter) 2344 Spruce Street, Suite A, Boulder, CO 80302 (Address of principal exec

BTF / 425 - Merger Prospectus - BTF SHAREHOLDER LETTER

Filed by Boulder Total Return Fund, Inc. pursuant to Rule 425 of the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities and Exchange Act of 1934, as amended Subject Companies: Boulder Total Return Fund, Inc. Investment Company Act File No. 811-07390 Boulder Growth & Income Fund, Inc. Investment Company Act File No. 811-02328 Dear Stockholders: The last

BTF / 425 - Merger Prospectus - BTF SHAREHOLDER LETTER

Filed by Boulder Total Return Fund, Inc. pursuant to Rule 425 of the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities and Exchange Act of 1934, as amended Subject Companies: Boulder Total Return Fund, Inc. Investment Company Act File No. 811-07390 Boulder Growth & Income Fund, Inc. Investment Company Act File No. 811-02328 Dear Stockholders: The last

CERTIFICATIONS CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002:

Certifications EX-99.CERT CERTIFICATIONS CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002: I, Stephen C. Miller, certify that: 1. I have reviewed this report on Form N-Q of Boulder Total Return Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in l

Quarterly Schedule of Portfolio Holdings - BOULDER TOTAL RETURN

Boulder Total Return UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

INVESTMENT ADVISORY AGREEMENTS

Converted by EDGARwiz Exhibit 77Q1(e) AMENDMENT TO INVESTMENT ADVISORY AGREEMENTS This amendment to Investment Advisory Agreements (this “Amendment”) is entered into as of the 31st day of October, 2013, by and among Boulder Total Return Fund, Inc.

Merger Prospectus - BTF SHAREHOLDER LETTER

Filed by Boulder Total Return Fund, Inc. pursuant to Rule 425 of the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities and Exchange Act of 1934, as amended Subject Companies: Boulder Total Return Fund, Inc. Investment Company Act File No. 811-07390 Boulder Growth & Income Fund, Inc. Investment Company Act File No. 811-02328 Dear Stockholders: On Novem

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Converted by EDGARwiz REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Boulder Total Return Fund, Inc.

Merger Prospectus - BTF SHAREHOLDER LETTER

Filed by Boulder Total Return Fund, Inc. pursuant to Rule 425 of the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities and Exchange Act of 1934, as amended Subject Companies: Boulder Total Return Fund, Inc. Investment Company Act File No. 811-07390 Boulder Growth & Income Fund, Inc. Investment Company Act File No. 811-02328 Dear Stockholders: On Novem

Boulder Total Return Fund, Inc.

Converted by EDGARwiz Exhibit 77Q2 Boulder Total Return Fund, Inc. Response to Item 77Q2 SUB-ITEM 77Q2: Section 16(a) Beneficial Ownership Reporting Compliance Based solely upon the Fund’s review of the copies of such forms it received and written representations from such persons, the Fund believes that for the fiscal year ended November 30, 2013, all such filing requirements applicable to such p

Merger Prospectus - BTF SEC FORM 425 PRESS RELEASE

Filed by Boulder Total Return Fund, Inc. pursuant to Rule 425 of the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 under the Securities and Exchange Act of 1934, as amended Subject Companies: Boulder Growth & Income Fund, Inc. Investment Company Act File No. 811-02328 Boulder Total Return Fund, Inc. Investment Company Act File No. 811-07390 The Denali Fund Inc. Invest

CERTIFICATIONS CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002:

Certifications Exhibit 99CERT CERTIFICATIONS CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002: I, Stephen Miller, certify that: 1.

Quarterly Schedule of Portfolio Holdings - BOULDER TOTAL RETURN FUND, INC.

Boulder Total Return Fund, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-07390 Boulder Total Return Fund, Inc. (Exact name of registrant as specified in charter) 2344 Spruce Street, Suite A, Boulder, CO 80302 (Address of principal exec

BTF / / RIVERNORTH CAPITAL MANAGEMENT, LLC - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Boulder Total Return Fund, Inc. (Name of Issuer) Auction Rate Preferred (Title of Class of Securities) 101541308 (CUSIP Number) April 10, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

- DEFINITIVE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) 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))

Quarterly Schedule of Portfolio Holdings - BOULDER TOTAL RETURN FUND N-Q

Boulder Total Return Fund N-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

CERTIFICATIONS

Certifications Exhibit 99CERT CERTIFICATIONS CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002: I, Stephen Miller, certify that: 1.

BTF / / BANK OF AMERICA CORP /DE/ - BOULDER TOTAL RETURN FUND INC 13D/A2 Activist Investment

Schedule 13D CUSIP No. 101541 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 Boulder Total Return Fund Inc. (Name of Issuer) AUCTION RATE PREFERRED (Title of Class of Securities) 101541 (CUSIP Number) Bank of America Corporation Bank of America Corporate Center 100 N. Tryon Street Charlotte, North Carolina 28255 (N

BTF / / RIVERNORTH CAPITAL MANAGEMENT, LLC - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Boulder Total Return Fund, Inc. (Name of Issuer) Auction Rate Preferred (Title of Class of Securities) 101541308 (CUSIP Number) February 28, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule purs

BTF / / RIVERNORTH CAPITAL MANAGEMENT, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Boulder Total Return Fund, Inc. (Name of Issuer) Auction Rate Preferred (Title of Class of Securities) 101541308 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

Boulder Total Return Fund, Inc.

Converted by EDGARwiz Exhibit 77Q2 Boulder Total Return Fund, Inc. Response to Item 77Q2 SUB-ITEM 77Q2: Section 16(a) Beneficial Ownership Reporting Compliance Based solely upon the Fund’s review of the copies of such forms it received and written representations from such persons, the Fund believes that for the fiscal year ended November 30, 2012, all such filing requirements applicable to such p

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Converted by EDGARwiz REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Boulder Total Return Fund, Inc.

BTF / / ERNEST HOREJSI TRUST NO 1B - SCHEDULE 13D AMENDMENT 29 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities and Exchange Act of 1934 (Amendment No. 29)* Boulder Total Return Fund, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 101541100 (CUSIP Number) Stephen C. Miller, Esq. 2344 Spruce Street, Suite A Boulder, CO 80302 (303) 444-5483 (Name, Address and Telephone Number of Person

CERTIFICATIONS CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002:

Certifications EX-99.CERT CERTIFICATIONS CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002: I, Stephen Miller, certify that: 1. I have reviewed this report on Form N-Q of the Boulder Total Return Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in

Quarterly Schedule of Portfolio Holdings - BOULDER TOTAL RETURN FUND, INC.

Boulder Total Return Fund, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-07390 Boulder Total Return Fund, Inc. (Exact name of registrant as specified in charter) 2344 Spruce Street, Suite A, Boulder, CO 80302 (Address of principal exec

Meeting of Stockholders - Voting Results

EX-99.77C VOTES 2 btf77c.htm Meeting of Stockholders - Voting Results On April 27, 2012, the Fund held its Annual Meeting of Stockholders to consider the proposals set forth below. The following votes were recorded: Proposal 1: Election of Directors Election of Steven K. Norgaard as Director of the Fund (both common and preferred stockholders vote) # of Votes Cast % of Votes Cast For 9,955,642 91.

BTF / / BANK OF AMERICA CORP /DE/ Activist Investment

SC 13D/A 1 btf13da1.htm Schedule 13D CUSIP No. 101541 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 Boulder Total Return Fund Inc. (Name of Issuer) AUCTION RATE PREFERRED (Title of Class of Securities) 101541 (CUSIP Number) Bank of America Corporation Bank of America Corporate Center 100 N. Tryon Street Charlotte,

CERTIFICATIONS CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002:

Certifications EX-99.CERT CERTIFICATIONS CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002: I, Stephen Miller, certify that: 1. I have reviewed this report on Form N-Q of the Boulder Total Return Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in

Quarterly Schedule of Portfolio Holdings - BOULDER TOTAL RETURN FUND, INC.

Boulder Total Return Fund, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-07390 Boulder Total Return Fund, Inc. (Exact name of registrant as specified in charter) 2344 Spruce Street, Suite A, Boulder, CO 80302 (Address of principal exec

- DEFINITIVE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) 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

EX-99.77B ACCT LTTR

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Boulder Total Return Fund, Inc.

Boulder Total Return Fund, Inc.

EX-99.77Q2 ITEM 405 3 btf77q2.htm Exhibit 77Q2 Boulder Total Return Fund, Inc. Response to Item 77Q2 SUB-ITEM 77Q2: Section 16(a) Beneficial Ownership Reporting Compliance Based solely upon the Fund’s review of the copies of such forms it received and written representations from such persons, the Fund believes that for the fiscal year ended November 30, 2011, all such filing requirements applicab

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-07390 Boulder Total Return Fund, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-07390 Boulder Total Return Fund, Inc. (Exact name of registrant as specified in charter) 2344 Spruce Street, Suite A, Boulder, CO 80302 (Address of principal executive offices) (Zip code) Stephe

CERTIFICATIONS CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002:

EX-99.CERT CERTIFICATIONS CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002: I, Stephen Miller, certify that: 1. I have reviewed this report on Form N-Q of the Boulder Total Return Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the ci

Meeting of Stockholders - Voting Results

Meeting of Stockholders - Voting Results On May 2, 2011, the Fund held its Annual Meeting of Stockholders to consider the proposals set forth below.

BOULDER TOTAL RETURN FUND, INC. ARTICLES OF AMENDMENT

Exhibit 77Q1(a) BOULDER TOTAL RETURN FUND, INC. ARTICLES OF AMENDMENT BOULDER TOTAL RETURN FUND, INC., a Maryland corporation (the “Corporation”), certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter (the "Charter") of the Corporation is hereby amended by deleting the last sentence of Section 5.2 of Article V in its entirety and inserting in lieu there

CERTIFICATIONS CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002:

Certifications EX-99.CERT CERTIFICATIONS CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002: I, Stephen Miller, certify that: 1. I have reviewed this report on Form N-Q of the Boulder Total Return Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-07390 Boulder Total Return Fund, Inc. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-07390 Boulder Total Return Fund, Inc. (Exact name of registrant as specified in charter) 2344 Spruce Street, Suite A, Boulder, CO 80302 (Address of principal executive offices) (Zip code) Stephe

- BTF DEFINITIVE 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by 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 Sec.

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[Missing Graphic Reference] BOULDER FUNDS BOULDER TOTAL RETURN FUND, INC. 2344 Spruce Street, Suite A Boulder, Colorado 80302 www.boulderfunds.net April 1, 2011 VIA EDGAR AND EMAIL Vincent J. DiStefano, Esq. Senior Counsel U.S. Securities & Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Boulder Total Return Fund, Inc. (the “Registrant” or the “Fun

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CORRESP 1 filename1.htm [Missing Graphic Reference] BOULDER FUNDS BOULDER TOTAL RETURN FUND, INC. 2344 Spruce Street, Suite A Boulder, Colorado 80302 www.boulderfunds.net March 31, 2011 VIA EDGAR AND EMAIL Vincent J. DiStefano, Esq. Senior Counsel U.S. Securities & Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Boulder Total Return Fund, Inc. (the

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[Missing Graphic Reference] BOULDER FUNDS BOULDER TOTAL RETURN FUND, INC. 2344 Spruce Street, Suite A Boulder, Colorado 80302 (303) 449-0426 www.boulderfunds.net March 18, 2011 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, NW Washington, D.C. 20549 Re: Boulder Total Return Fund, Inc. File No. 811-0739 Preliminary Proxy Material To the Staff of the Commission: Pursuant to Rul

- PRELIMINARY PROXY STATEMENT 2011

[Missing Graphic Reference] BOULDER FUNDS BOULDER TOTAL RETURN FUND, INC. 2344 Spruce Street, Suite A Boulder, Colorado 80302 www.boulderfunds.net [Proxy Date] Dear Fellow Stockholder, Notice is hereby given that the Annual Meeting of Stockholders of Boulder Total Return Fund, Inc., a Maryland corporation (the “Fund”), will be held on May 2, 2011 at 9:30 a.m. Mountain Daylight Time (local time), a

Policies with respect to security investments

Exhibit 77.D Policies with respect to security investments Effective July 30, 2010, the Boulder Total Return Fund, Inc. (the ?Fund?) implemented a Board initiated and approved fundamental investment policy, which prohibits the Fund from investing more than 4% of its total assets (including leverage) in any single issuer at the time of purchase. The Fund?s existing greater-than-4% holdings as of Ju

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Boulder Total Return Fund, Inc.

BOULDER TOTAL RETURN FUND, INC. AMENDED & RESTATED BYLAWS ARTICLE I

Exhibit (a)(1) BOULDER TOTAL RETURN FUND, INC. AMENDED & RESTATED BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Board

LIMITED POWER OF ATTORNEY

EX-99.2 3 dex992.htm EXHIBIT 99.2 EXHIBIT 99.2 LIMITED POWER OF ATTORNEY BANK OF AMERICA CORPORATION, a Delaware corporation (the “Corporation”), does hereby irrevocably make, constitute, and appoint each of Michael Didovic and Geoff Rusnak as an attorney-in-fact for the Corporation acting for the Corporation and in the Corporation’s name, place and stead, for the Corporation’s use and benefit, to

Joint Filing Agreement

Exhibit 99.1 EXHIBIT 99.1 Joint Filing Agreement The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completene

SCHEDULE 13D CUSIP No. 101541 Page 1 of 29 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Boulder Total Return Fund Inc. (Name of issuer) AUCTION RATE PREFERRED (Title of class of secu

Schedule 13D SCHEDULE 13D CUSIP No. 101541 Page 1 of 29 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Boulder Total Return Fund Inc. (Name of issuer) AUCTION RATE PREFERRED (Title of class of securities) 101541 (CUSIP number) David Lavan, Esq. O’Melveny & Myers LLP 1625 Eye Street, NW Washington, DC 20006 (202) 383-5191 (Name, addr

CERTIFICATIONS CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002:

Certifications EX-99.CERT CERTIFICATIONS CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002: I, Stephen Miller, certify that: 1. I have reviewed this report on Form N-Q of the Boulder Total Return Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-07390 Boulder Total Return Fund, Inc. (Exact

Boulder Total Return Fund, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-07390 Boulder Total Return Fund, Inc. (Exact name of registrant as specified in charter) 2344 Spruce Street, Suite A, Boulder, CO 80302 (Address of principal exec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 5, 2010 (July 30, 2010) BO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 5, 2010 (July 30, 2010) BOULDER TOTAL RETURN FUND, INC. (Exact name of registrant as specified in its charter) Maryland 811-07390 95-4405635 (State of incorporation) (Commissio

BOULDER TOTAL RETURN FUND, INC. AMENDED & RESTATED BYLAWS ARTICLE I

EX-99.2 BYLAWS 2 ex992.htm EX 99.2 Exhibit 99.2 BOULDER TOTAL RETURN FUND, INC. AMENDED & RESTATED BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive of

# of Votes Cast

Meeting of Stockholders - Voting Results On May 3, 2010, the Fund held its Annual Meeting of Stockholders to consider the election of Directors of the Fund.

CERTIFICATION PURSUANT TO SECTION 302 OF T HE SARBANES-OXLEY ACT OF 2002:

EXHIBIT 99.CERT CERTIFICATIONS CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002: I, Stephen Miller, certify that: 1. I have reviewed this report on Form N-Q of the Boulder Total Return Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07390 Boulder Total Return Fund, Inc. (Exact name of registrant as specified in charter) 2344 Spruce Street, Suite A, Boulder, CO 80302 (Address of principal executive offices) (Zip code) Stephen

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 28)* Bo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 28)* Boulder Total Return Fund, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 101541100 (CUSIP Number) Stephen C. Miller, Esq. 2344 Spruc

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant [ X ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confiden

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by 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 Sec.

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by Registrant [ X ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ X ] Preliminary Proxy St

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

March 26, 2010

[Missing Graphic Reference] BOULDER TOTAL RETURN FUND, INC. 2344 SPRUCE STREET – SUITE A – BOULDER, COLORADO 80302 TELEPHONE (303) 444-5483 FACSIMILE (303) 245-0420 EMAIL: [email protected] March 26, 2010 VIA EDGAR AND EMAIL Vincent J. Di Stefano, Esq. Senior Counsel U.S. Securities & Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Prelimin

March 19, 2010

March 19, 2010 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street, NW Washington, D.

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant [ X ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ X ] Preliminary Proxy Statement [ ] Confid

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant [ X ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ X ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec.

SCHEDULE 13G AMENDMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Boulder Total Return Fund Inc - - (Name of Issuer) Auction Rate Preferred - - (Title of Class of Securities) 101541308 (See Item 2(e)) - - (CUSIP Number) December 31, 2009 - - (Date of Event Which Requires Filing of this Statement) Check the appropriate b

EX-99.1

EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accur

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of The Boulder Total Return Fund, Inc.

EX-99.1

EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accur

SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Boulder Total Return Fund Inc - - (Name of Issuer) Auction Rate Preferred - - (Title of Class of Securities) 101541100 (See Item 2(e)) - - (CUSIP Number) December 31, 2009 - - (Date of Event Which Requires Filing of this Statement) Check the appropriate b

CERTIFICATION PURSUANT TO SECTION 302 OF T HE SARBANES-OXLEY ACT OF 2002:

EXHIBIT 99.CERT CERTIFICATIONS CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002: I, Stephen Miller, certify that: 1. I have reviewed this report on Form N-Q of the Boulder Total Return Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07390 Boulder Total Return Fund, Inc. (Exact name of registrant as specified in charter) 2344 Spruce Street, Suite A, Boulder, CO 80302 (Address of principal executive offices) (Zip code) Stephen

77Q1(a) Copies of any material amendments to the registrant?s charter or by-laws;

77Q1(a) Copies of any material amendments to the registrant’s charter or by-laws; 77Q1(a) Copies of any material amendments to the registrant’s charter or by-laws; (a)(1) Amended and Restated By-laws of the registrant are filed herewith.

BOULDER TOTAL RETURN FUND, INC. AMENDED & RESTATED BYLAWS ARTICLE I

Exhibit Q1(a)(1) BOULDER TOTAL RETURN FUND, INC. AMENDED & RESTATED BYLAWS ARTICLE I OFFICES Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. Section 2. ADDITIONAL OFFICES. The Corporation may have additional offices, including a principal executive office, at such places as the Boa

# of Votes Cast

Meeting of Stockholders - Voting Results Meeting of Stockholders - Voting Results On April 24, 2009, the Fund held its Annual Meeting of Stockholders to consider an amendment to the Fund’s Charter and the election of Directors of the Fund.

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002:

Exhibit 99.CERT CERTIFICATIONS CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002: I, Stephen Miller, certify that: 1. I have reviewed this report on Form N-Q of the Boulder Total Return Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07390 Boulder Total Return Fund, Inc. (Exact name of registrant as specified in charter) 2344 Spruce Street, Suite A, Boulder, CO 80302 (Address of principal executive offices) (Zip code) Stephen

DEFINITIVE 14A PROXY LETTER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by 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 14

SCHEDULE 13D AMENDMENT 27

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 27)* Boulder Total Return Fund, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 101541100 (CUSIP Number) Stephen C. Miller, Esq. 2344 Spruc

DEFINITIVE JOINT PROXY STATEMENT

UNITED STAES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by 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

PRELIMINARY JOINT PROXY STATEMENT

[GRAPHIC OMITTED][GRAPHIC OMITTED] BOULDER TOTAL RETURN FUND, INC. BOULDER GROWTH & INCOME FUND, INC. 2344 SPRUCE STREET, SUITE A BOULDER, COLORADO 80302 To the Stockholders: The Joint Annual Meeting of Stockholders (the "Meeting") of Boulder Total Return Fund, Inc. ("BTF") and Boulder Growth & Income Fund, Inc. ("BIF," together with BTF, the "Funds") will be held on April 24, 2009 at the Arizona

SC 13G

- OMB APPROVAL - OMB Number: 3235-0145 UNITED STATES Expires: February 28, 2009 SECURITIES AND EXCHANGE COMMISSION Estimated average burden Washington, D.

EX-99.1

EX-99.1 2 ml15280709-ex991.txt JOINT FILING AGREEMENT Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained the

SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 10) Boulder Total Return Fund, Inc. - - (Name of Issuer) COMMON STOCK, $.01 PAR VALUE - - (Title of Class of Securities) 101541100 - - (CUSIP Number) DECEMBER 31, 2008 - - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Boulder Total Return Fund, Inc.

BTF SCHEDULE 13D AMENDMENT NO. 26

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 26)* Boulder Total Return Fund, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 101541100 (CUSIP Number) Stephen C. Miller, Esq. 2344 Spruc

SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 9) Boulder Total Return Fund, Inc. - - (Name of Issuer) COMMON STOCK, $.01 PAR VALUE - - (Title of Class of Securities) 101541100 - - (CUSIP Number) NOVEMBER 30, 2008 - - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

BTF SCHEDULE 13D AMENDMENT NO. 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 25)* Boulder Total Return Fund, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 101541100 (CUSIP Number) Stephen C. Miller, Esq. 2344 Spruc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07390 Boulder Total Return Fund, Inc. (Exact name of registrant as specified in charter) 2344 Spruce Street, Suite A, Boulder, CO 80302 (Address of principal executive offices) (Zip code) Stephen

CERTIFICATION PURSUANT TO SECTION 302 OF T HE SARBANES-OXLEY ACT OF 2002:

Exhibit 99.Cert CERTIFICATIONS CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002: I, Stephen Miller, certify that: 1. I have reviewed this report on Form N-Q of the Boulder Total Return Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of t

Common

Boulder Total Return Fund Meeting date: 4-25-08 Record date shares (Common): 12,338,659.

CERTIFICATIONS:

EXHIBIT 99.CERT CERTIFICATIONS: I, Stephen C. Miller, certify that: 1. I have reviewed this report on Form N-Q of Boulder Total Return Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi

SIGNATURES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07390 Boulder Total Return Fund, Inc. (Exact name of registrant as specified in charter) 2344 Spruce Street, Suite A Boulder, CO 80302 (Address of principal executive offices) (Zip code) Stephen

January 25, 2007

2344 SPRUCE STREET - SUITE A - BOULDER, COLORADO 80302 TELEPHONE (303) 444-5483 FACSIMILE (303) 245-0420 EMAIL: CDJOHNS@BOULDERFUNDS.

- -

DCS 0311671 22030115.DOC REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors and Shareholders of Boulder Total Return Fund, Inc. In planning and performing our audit of the financial statements of Boulder Total Return Fund, Inc. (the “Fund”), as of and for the year ended November 30, 2006, in accordance with the standards of the Public Company Accounting Oversight Board

KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative.

KPMG LLP Telephone 617 988 1000 99 High Street Fax 617 507 8321 Boston, MA 02110-2371 Internet www.

Member of

Member of Deloitte Touche Tohmatsu [Missing Graphic Reference] Deloitte & Touche LLP Suite 3600 555 Seventeenth St.

2008 DEFINITIVE PROXY STATEMENT

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by 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 Sec.

Member of

Member of Deloitte Touche Tohmatsu [Missing Graphic Reference] Deloitte & Touche LLP Suite 3600 555 Seventeenth St.

SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8) Boulder Total Return Fund, Inc. - - (Name of Issuer) COMMON STOCK, $.01 PAR VALUE - - (Title of Class of Securities) 101541100 - - (CUSIP Number) DECEMBER 31, 2007 - - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

SIGNATURES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07390 Boulder Total Return Fund, Inc. (Exact name of registrant as specified in charter) 2344 Spruce Street, Suite A Boulder, CO 80302 (Address of principal executive offices) (Zip code) Stephen

CERTIFICATIONS:

EXHIBIT 99.CERT CERTIFICATIONS: I, Stephen C. Miller, certify that: 1. I have reviewed this report on Form N-Q of Boulder Total Return Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi

SIGNATURES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07390 Boulder Total Return Fund, Inc. (Exact name of registrant as specified in charter) 2344 Spruce Street, Suite A Boulder, CO 80302 (Address of principal executive offices) (Zip code) Stephen

CERTIFICATIONS:

Exhibit 99.CERT CERTIFICATIONS: I, Stephen C. Miller, certify that: 1. I have reviewed this report on Form N-Q of Boulder Total Return Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi

DEFINITIVE PROXY STATEMENT

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by 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 Sec.

SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7) Boulder Total Return Fund, Inc. - - (Name of Issuer) COMMON STOCK, $.01 PAR VALUE - - (Title of Class of Securities) 101541100 - - (CUSIP Number) DECEMBER 31, 2006 - - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

KPMG LLP, a U.S. limited liability partnership, is the U.S. member firm of KPMG International, a Swiss cooperative.

KPMG LLP Telephone 617 988 1000 99 High Street Fax 617 507 8321 Boston, MA 02110-2371 Internet www.

January 25, 2007

2344 SPRUCE STREET - SUITE A - BOULDER, COLORADO 80302 TELEPHONE (303) 444-5483 FACSIMILE (303) 245-0420 EMAIL: CDJOHNS@BOULDERFUNDS.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07390 Boulder Total Return Fund, Inc. (Exact name of registrant as specified in charter) 2344 Spruce Street, Suite A Boulder, CO 80302 (Address of principal executive offices) (Zip code) Stephen

CERTIFICATIONS:

EXHIBIT 99.CERT CERTIFICATIONS: I, Stephen C. Miller, certify that: 1. I have reviewed this report on Form N-Q of Boulder Total Return Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi

% of Outstanding

Boulder Total Return Fund Record date shares (Common): 12,338,660.000 Record date shares (AMPS): 775 Combined record date shares: 12,339,435.00 Common AMPS Combined Totals (Common & Preferred) Shares Voted % of Outstanding % of Voted Shares Voted % of Outstanding % of Voted Shares Voted % of Outstanding % of Voted Proposal #1 Election of Directors Election of Directors Election of Directors Joel W

CERTIFICATIONS:

EXHIBIT 99.CERT CERTIFICATIONS: I, Stephen C. Miller, certify that: 1. I have reviewed this report on Form N-Q of Boulder Total Return Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi

SIGNATURES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07390 Boulder Total Return Fund, Inc. (Exact name of registrant as specified in charter) 1680 38th Street, Suite 800 Boulder, CO 80301 (Address of principal executive offices) (Zip code) Stephen

2006 DEFINITIVE PROXY STATEMENT

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by 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 Sec.

PRELIMINARY PROXY STATEMENT

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant [ X ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ X ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec.

SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6) Boulder Total Return Fund, Inc. - - (Name of Issuer) COMMON STOCK, $.01 PAR VALUE - - (Title of Class of Securities) 101541100 - - (CUSIP Number) DECEMBER 31, 2005 - - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of Boulder Total Return Fund, Inc.

SIGNATURES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07390 Boulder Total Return Fund, Inc. (Exact name of registrant as specified in charter) 1680 38th Street, Suite 800 Boulder, CO 80301 (Address of principal executive offices) (Zip code) Stephen

CERTIFICATIONS:

EXHIBIT 99.CERT CERTIFICATIONS: I, Stephen C. Miller, certify that: 1. I have reviewed this report on Form N-Q of Boulder Total Return Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi

EX-99

Boulder Total Return Fund Record date shares (Common): 12,338,660.000 Common Shares Voted % of Outstanding % of Voted Proposal #1 Election of Directors Joel W. Looney For 11,995,592.883 97.220% 98.892% Withheld 134,373.412 1.089% 1.108% Total Voted 12,129,966.295 98.309% 100.000% Alfred G. Aldrige, Jr. For 11,993,786.883 97.205% 98.877% Withheld 136,179.412 1.104% 1.123% Total Voted 12,129,966.295

SIGNATURES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07390 Boulder Total Return Fund, Inc. (Exact name of registrant as specified in charter) 1680 38th Street, Suite 800 Boulder, CO 80301 (Address of principal executive offices) (Zip code) Stephen

CERTIFICATIONS:

Exhibit 99.CERT CERTIFICATIONS: I, Stephen C. Miller, certify that: 1. I have reviewed this report on Form N-Q of Boulder Total Return Fund, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading wi

DEFINITIVE PROXY STATEMENT

[GRAPHIC OMITTED] BOULDER TOTAL RETURN FUND, INC. 1680 38TH STREET, SUITE 800 BOULDER, COLORADO 80301 March 7, 2005 Dear Fellow Stockholder, You are cordially invited to attend the 2005 Annual Meeting of Stockholders of Boulder Total Return Fund, Inc., which will be held on April 26, 2005 at 9:00 a.m. Mountain Standard Time (local time), at the Millennium Resort McCormick Ranch, 7401 N. Scottsdale

PRELIMINARY PROXY STATEMENT

[GRAPHIC OMITTED] BOULDER TOTAL RETURN FUND, INC. 1680 38TH STREET, SUITE 800 BOULDER, COLORADO 80301 March , 2005 Dear Fellow Stockholder, You are cordially invited to attend the 2005 Annual Meeting of Stockholders of Boulder Total Return Fund, Inc., which will be held on April 26, 2005 at 10:00 a.m. Mountain Standard Time (local time), at the Millennium Resort McCormick Ranch, 7401 N. Scottsdale

SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5) Boulder Total Return Fund, Inc. - (Name of Issuer) COMMON STOCK, $.01 PAR VALUE - (Title of Class of Securities) 101541100 - (CUSIP Number) DECEMBER 31, 2004 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

SCHEDULE 13D AMENDMENT NO. 24

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 24)* Boulder Total Return Fund, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 101541100 (CUSIP Number) Stephen C. Miller, Esq. Krassa & M

EX-99.CERT

CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT AND SECTION 302 OF THE SARBANES-OXLEY ACT I, Stephen C.

TOTAL RETURN N-Q FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-Q QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number 811-07390 - BOULDER TOTAL RETURN FUND, INC. - - (Exact name of registrant as specified in charter) Fund Administrative Services 1680 38th Street, Suite 800 BOULDER, CO 80301 - - (Address of principal

EX-99.77C VOTES

Boulder Total Return Fund, Inc. Meeting of Shareholders-Voting Results (Unaudited) On May 18, 2004, the Fund held its Annual Meeting of Shareholders to consider the election of Directors of the Fund and certain corporate governance proposals. The following votes were recorded: PROPOSAL 1: (Voting by AMPS Shareholders): Election of Richard I. Barr as Director of the Fund # of Votes Cast % of Votes

DEFINITIVE PROXY STATEMENT 2004

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by 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 Sec.

PRELIMINARY PROXY STATEMENT

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant [ X ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ X ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec.

BTF 13G 2003

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 BOULDER TOTAL RETURN FUND - - (NAME OF ISSUER) COMMON STOCK - - (TITLE OF CLASS OF SECURITIES) 101541100 - - (CUSIP NUMBER) FEBRUARY 18, 2004 - - (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS

SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) Boulder Total Return Fund, Inc. - - (Name of Issuer) COMMON STOCK, $.01 PAR VALUE - - (Title of Class of Securities) 101541100 - - (CUSIP Number) DECEMBER 31, 2003 - - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

AMENDMENT #3

SC 13G/A 1 sc13ga103103.txt AMENDMENT #3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) Boulder Total Return Fund, Inc. - (Name of Issuer) COMMON STOCK, $.01 PAR VALUE - (Title of Class of Securities) 101541100 - (CUSIP Number) OCTOBER 31, 2003 - (Date of Event Which Requires Filing of this Statement)

DEFINITIVE PROXY STATEMENT 2003

DEF 14A 1 btfproxy03def.txt DEFINITIVE PROXY STATEMENT 2003 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by 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 P

PRELIMINARY PROXY STATEMENT 2003

PRE 14A 1 btfproxy03.txt PRELIMINARY PROXY STATEMENT 2003 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant [ X ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ X ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Pro

SC 13G/A

- OMB APPROVAL - OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response.

SCHEDULE 13G/A

- OMB APPROVAL - OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response.

SC 13D AMENDMENT NO. 23

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 23)* Boulder Total Return Fund, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 101541100 (CUSIP Number) Stephen C. Miller, Esq. Krassa & M

BOULDER TOTAL RETURN DEF 14A

BOULDER TOTAL RETURN FUND, INC. 1680 38th Street, Suite 800 Boulder, Colorado 80301 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held on April 26, 2002 To the Shareholders: Notice is hereby given that the Annual Meeting of Shareholders of Boulder Total Return Fund, Inc. (the "Fund"), a Maryland corporation, will be held at the Doubletree La Posada Resort, 4949 E. Lincoln Dr., Scottsdale, Arizona

BOULDER TOTAL RETURN PROXY APRIL 26, 2002

BOULDER TOTAL RETURN FUND, INC. 1680 38th Street, Suite 800 Boulder, Colorado 80301 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To Be Held on April 26, 2002 To the Shareholders: Notice is hereby given that the Annual Meeting of Shareholders of Boulder Total Return Fund, Inc. (the "Fund"), a Maryland corporation, will be held at the Doubletree La Posada Resort, 4949 E. Lincoln Dr., Scottsdale, Arizona

SCHEDULE 13G

- OMB APPROVAL - OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response.

DEFA14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by 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)) [ ] Definitive Proxy Statement [ X ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec.

BOULDER TOTAL RETURN FUND, INC. PROXY STATEMENT

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by 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 Sec.

BOULDER TOTAL RETURN FUND, INC. PROXY STATEMENT

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant [ X ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ X ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Sec.

N-SAR (6.1)

PAGE 1 000 A000000 05/31/2000 000 C000000 895422 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.

EX-27

6 001 BOULDER TOTAL RETURN FUND, INC 6-MOS NOV-30-2000 MAY-31-2000 197,772,498 203,009,874 1,866,057 0 181,508 205,057,439 0 0 329,380 329,380 77,500,000 129,418,846 9,416,743 9,416,743 480,038 0 (7,908,201) 0 5,237,376 204,728,059 3,452,539 1,715,408 0 1,605,634 3,562,313 (8,693,297) 9,841,055 4,710,071 0 3,591,246 0 0 0 0 0 1,118,825 508,971 785,096 0 0 884,120 0 1,605,634 198,129,761 13.