Edgar Filing: BOULDER TOTAL RETURN FUND INC

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. 240.14a-12

BOULDER TOTAL RETURN FUND, INC.
(Name of Registrant as Specified In Its Charter)

Stephen C. Miller, Esq.
2344 Spruce Street, Suite A
Boulder, Colorado 80302
(303) 442-2156

(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[ X ] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transactions
applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identity the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

[GRAPHIC OMITTED] BOULDER TOTAL RETURN FUND, INC.
2344 SPRUCE STREET, SUITE A
BOULDER, COLORADO 80302

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on April 27, 2007

To the Stockholders:

Notice is hereby given that the Annual Meeting of Stockholders of Boulder
Total Return Fund, Inc., a Maryland corporation (the "Fund"), will be held at
the Scottsdale Plaza Resort, 7200 North Scottsdale Road, Scottsdale, Arizona at
9:00 a.m. Mountain Standard Time (local time), on April 27, 2007, to consider
and vote on the following Proposals, all of which are more fully described in
the accompanying Proxy Statement:

1. The election of Directors of the Fund (Proposal 1).

2. To transact such other business as may properly come before the
Meeting or any adjournments and postponements thereof.

The Board of Directors of the Fund has fixed the close of business on
February 28, 2007 as the record date for the determination of stockholders of
the Fund entitled to notice of and to vote at the Annual Meeting and any
postponements or adjournments thereof. This Proxy Statement, Notice of Annual
Meeting and proxy card are first being mailed to stockholders on or about March
14, 2007.

By Order of the Board of Directors,
/s/ Stephanie Kelley
STEPHANIE KELLEY
Secretary
March 12, 2007

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STOCKHOLDERS ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD OR
AUTHORIZE PROXIES VIA TELEPHONE OR THE INTERNET. THE PROXY CARD SHOULD BE
RETURNED IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE
UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON
THE INSIDE COVER.
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INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of assistance to
you and may 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. All 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 Valid Signature

Corporate Accounts
(1) ABC Corp. ABC Corp.
(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

Custodian or Estate Accounts
(1) John B. Smith, Cust., John B. Smith
f/b/o John B. Smith, Jr. UGMA
(2) John B. Smith John B. Smith, Jr., Executor

[GRAPHIC OMITTED] BOULDER TOTAL RETURN FUND, INC.
2344 SPRUCE STREET, SUITE A
BOULDER, COLORADO 80302

ANNUAL MEETING OF STOCKHOLDERS
April 27, 2007

PROXY STATEMENT

This proxy statement ("Proxy Statement") for Boulder Total Return Fund,
Inc., a Maryland corporation ("BTF" or the "Fund"), is furnished in connection
with the solicitation of proxies by the Fund's Board of Directors (collectively,
the "Board" and individually, the "Directors") for use at the Annual Meeting of
Stockholders of the Fund to be held on Friday, April 27, 2007, at 9:00 a.m.
Mountain Standard Time (local time), at the Scottsdale Plaza Resort, 7200 N.
Scottsdale Drive, Scottsdale, Arizona, and at any adjournments and postponements
thereof (the "Meeting"). A Notice of Annual Meeting of Stockholders and proxy
card accompany this Proxy Statement. Proxy solicitations may be made, beginning
on or about March 14, 2007, primarily by mail, but proxy solicitations may also
be made by telephone, by Internet on the Fund's website, email, telegraph or
personal interviews conducted by officers of the Fund and PFPC Inc., the
transfer agent of the Fund. Any cost of proxy solicitation and expenses incurred
in connection with the preparation of this Proxy Statement and its enclosures
will be paid by the Fund. The Fund also will reimburse brokerage firms and
others for their expenses in forwarding solicitation material to the beneficial
owners of its shares. The Board has fixed the close of business on February 28,
2007 as the record date (the "Record Date") for the determination of
stockholders entitled to notice of and to vote at the Meeting and any
postponements or adjournments thereof.

The Annual Report of the Fund, including audited financial statements for
the fiscal year ended November 30, 2006, has been mailed to stockholders.
Additional copies are available upon request, without charge, by calling
1-800-331-1710. The report is also viewable online at the Fund's website at
www.boulderfunds.net. The report is not to be regarded as proxy solicitation
material.

Boulder Investment Advisers, L.L.C. ("BIA"), 2344 Spruce Street, Suite A,
Boulder, Colorado 80302 and Stewart Investment Advisers ("SIA"), Bellerive,
Queen Street, St. Peter, Barbados, currently serve as co-investment advisers to
the Fund. BIA and SIA are collectively referred to herein as the "Advisers".
Fund Administrative Services, L.L.C., serves as co-administrator to the Fund and
is located at 2344 Spruce Street, Suite A, Boulder, Colorado 80302. Investors
Bank & Trust Company ("IBT") acts as the co-administrator to the Fund and is
located at 200 Clarendon Street, Boston, Massachusetts 02116. PFPC Inc. ("PFPC")
acts as the transfer agent to the Fund and is located at 4400 Computer Drive,
Westborough, Massachusetts 01581.

If the enclosed proxy is properly executed and returned by April 27, 2007
in time to be voted at the Meeting, the Shares (as defined below) represented
thereby will be voted in accordance with the instructions marked thereon. Unless
instructions to the contrary are marked thereon, a proxy will be voted FOR the
election of the nominees for Directors, and, in the discretion of the proxy
holder, on any other matters that may properly come before the Meeting. Any
stockholder who has given a proxy has the right to revoke it at any time prior
to its exercise either by attending the Meeting and casting his or her votes in
person or by submitting a letter of revocation or a later-dated proxy to the
Fund's Secretary at the above address prior to the date of the Meeting.

A quorum of the Fund's stockholders is required for the conduct of business
at the Meeting. Under the Bylaws of the Fund, a quorum is constituted by the
presence in person or by proxy of the holders of a majority of the outstanding
shares (without regard to class) of the Fund as of the Record Date. In the event
that a quorum is not present at the Meeting, or in the event that a quorum is
present but sufficient votes to approve one or more proposals are not received,
the persons named as proxies may propose and vote for one or more adjournments
of the Meeting to permit further solicitation of proxies with respect to any
proposal that did not receive the votes necessary for its passage. With respect
to those proposals for which there is represented a sufficient number of votes
in favor, actions taken at the Meeting will be approved and implemented
irrespective of any adjournments with respect to any other proposals. Any such
adjournment will require the affirmative vote of a majority of votes cast on the
matter at the Meeting. If a quorum is present, the persons named as proxies will
vote those proxies which they are entitled to vote FOR any proposal in favor of
such an adjournment and will vote those proxies required to be voted AGAINST any
proposal against any such adjournment.

The Fund has two classes of stock: common stock, par value $0.01 per share
(the "Common Stock"), and preferred stock, par value $0.01 per share (the
"Preferred Stock"), 1,000 shares of which have been designated as AMPS (the
Common Stock and AMPS are collectively referred to herein as the "Shares"). On
the Record Date, the following number of Shares of the Fund were issued and
outstanding:

Common Stock AMPs
Outstanding Outstanding
----------- -----------
12,338,660 775

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. The following table sets
forth certain information regarding the beneficial ownership of the Shares as of
the Record Date by each person who is known by the Fund to beneficially own 5%
or more of the Fund's outstanding Common Stock. To the Fund's knowledge, there
are no 5% or greater beneficial owners of the AMPS.

Name of Owner* Number of Shares Number of Shares Percentage
Directly Owned (1) Beneficially Owned (2) Beneficially Owned
------------------------------------------- ------------------------ -------------------------- ----------------------

Badlands Trust Company, LLC (1)(3) 0 5,447,782 44.15%
Stewart R. Horejsi Trust No. 2 (4) 0 5,447,782 44.15%
Ernest Horejsi Trust No. 1B (1) 3,413,138 3,413,138 27.66%
Lola Brown Trust No. 1B (1) 1,434,515 1,434,515 11.63%
Evergreen Atlantic LLC (1) 343,748 343,748 2.79%
Stewart West Indies Trust (1)(2) 104,627 255,876 2.07%
Susan L. Ciciora Trust (1)(2) 72,976 176,100 1.43%
John S. Horejsi Trust (1)(2) 53,080 104,642 0.85%
Evergreen Trust (1)(2) 25,698 63,510 0.51%

------------------------ -------------------------- ----------------------
Aggregate Shares Owned by Horejsi 5,447,782 5,447,782 44.15%
Affiliates (defined below) **
------------------------------------------- ------------------------ -------------------------- ----------------------
Alter Asset Management, Inc.*** 787,154 787,154 6.38%

* The address of Evergreen Atlantic LLC is 2344 Spruce Street, Suite A,
Boulder, Colorado 80302. The address of each other listed Trust is Badlands
Trust Company, LLC, c/o Ron Kukes, Alaska First Bank & Trust, 3301 C
Street, Suite 100, Anchorage, AK 99503.

** Aggregate number and percentage are less than the sum total of amounts
shown for each owner because the same shares may be deemed beneficially
owned by more than one party (see Footnotes 1 through 4 below).

*** As stated in a Schedule 13G Amendment No. 7 filed with the Securities and
Exchange Commission on February 9, 2007.

(1) Direct Ownership. Evergreen Atlantic, LLC ("EALLC"), The Evergreen Trust
(the "Evergreen Trust"), John S. Horejsi Trust ("John Trust"), Susan L.
Ciciora Trust ("Susan Trust"), Stewart West Indies Trust ("SWI Trust"), the
Lola Brown Trust No. 1B (the "Brown Trust"), the Ernest Horejsi Trust No.
1B (the "EH Trust"), Badlands Trust Company, LLC ("Badlands"), the Stewart
R. Horejsi Trust No. 2 (the "SRH Trust") and Stewart R. Horejsi are, as a
group, considered to be a "control person" of the Fund (as that term is
defined in Section 2(a)(9) of the 1940 Act). EALLC, the Evergreen Trust,
John Trust, Susan Trust, SWI Trust, the Brown Trust, the EH Trust and
Badlands (for the purposed of this Proxy are collectively the "Horejsi
Affiliates") directly own the shares indicated for such entity in the table
above, totaling 5,447,782 (44.15%). However, these entities and other
trusts or companies with interlocking management and/or common ownership
may be deemed to indirectly own additional Fund shares, which are included
in the table above.

(2) Indirect Ownership through EALLC. Numbers shown in the table include shares
held directly (see Footnote No. 1) and shares that may be deemed to be
beneficially owned indirectly through ownership of EALLC. The outstanding
membership interests in EALLC are owned by the Evergreen Trust, the Susan
Trust, the John Trust and the SWI Trust in the following percentages - 11%,
30%, 15% and 44%. The Trustees of the Evergreen Trust are Stephen C.
Miller, Larry Dunlap and Badlands. Badlands is the sole trustee for each of
the Susan Trust, the John Trust and the SWI Trust. Mr. Horejsi is not a
beneficiary under any of the foregoing trusts. Badlands has sole discretion
with respect to the Susan Trust, John Trust and SWI Trust while any action
by the Evergreen Trust requires a majority vote of the trustees.
Consequently, both the trusts and each trustee disclaim beneficial
ownership of shares owned by EALLC. Mr. Horejsi is the manager of EALLC.

(3) Ownership by Badlands. The number shown includes shares that may be deemed
to be beneficially owned indirectly by Badlands through direct or indirect
ownership by the Brown Trust, the EH Trust, EALLC, Evergreen Trust, the
Susan Trust, the John Trust and the SWI Trust. Badlands is the sole trustee
of the Susan Trust, the John Trust and the SWI Trust, which together with
the Evergreen Trust control EALLC (see Footnote No. 2), the other two
trustees of Evergreen Trust being Stephen C. Miller and Larry Dunlap.
Badlands, together with Larry Dunlap and Susan Ciciora (Mr. Horejsi's
daughter), is one of three trustees of both the Brown Trust and the EH
Trust.

Badlands is a limited liability company organized under the laws of Alaska
authorized to do business as a trust company, which is wholly owned by the
SRH Trust, an irrevocable trust organized by Mr. Stewart Horejsi for the
benefit of his issue. The Managers of Badlands are Larry Dunlap, Stephen C.
Miller, Laura Tatooles, Laura Rhodenbaugh and Ron Kukes. Badlands and its
managers disclaim beneficial ownership of shares owned directly by the
EALLC, the Evergreen Trust, the Susan Trust, the John Trust, the SWI Trust,
the Brown Trust and the EH Trust.

(4) Indirect Ownership by SRH Trust. The number shown in the table reflects
shares that may be deemed to be beneficially owned indirectly through the
SRH Trust's ownership of Badlands. The trustees of the SRH Trust are
Badlands, Laura Tatooles and Brian Sippy. Both the Trust and its trustees
disclaim beneficial ownership of shares beneficially owned directly or
indirectly by Badlands.

----------------------------

Information as to beneficial ownership in the previous paragraph has been
obtained from a representative of the beneficial owners; all other information
as to beneficial ownership is based on reports filed with the Securities and
Exchange Commission (the "SEC") by such beneficial owners.

As of the Record Date, Cede & Co., a nominee partnership of the Depository
Trust Company, held of record, but not beneficially, 12,285,303 shares or 99.57%
of Common Stock outstanding and 775 shares or 100% of AMPS outstanding.

As of the Record Date, the executive officers and directors of the Fund, as
a group, owned 5,480,932 shares of Common Stock (this amount includes the
aggregate shares of Common Stock owned by the Horejsi Affiliates set forth
above) and 0 shares of AMPS, representing 44.42% of Common Stock outstanding and
0% of AMPS.

In order that your Shares may be represented at the Meeting, you are
requested to vote on the following matters:

PROPOSAL 1

ELECTION OF DIRECTORS OF THE FUND

The Charter provides that all of the Directors stand for election each
year. The Board has nominated the following five Director nominees to stand for
election, each for a one-year term and until their successors are duly elected
and qualify: Richard I. Barr, Joel W. Looney, John S. Horejsi, Susan L. Ciciora
and Dr. Dean L. Jacobson. Only the Common Stock holders are entitled to vote on
the election of Messrs. Looney, Horejsi and Jacobson and only the AMPS holders
are entitled to vote on the election of Mr. Barr and Ms. Ciciora. On October 13,
2006, Dennis Causier submitted his resignation as a Director of the Fund. The
remaining Directors of the Fund accepted Mr. Causier's resignation and, at the
subsequent regularly scheduled Board meeting held on October 23, 2006, nominated
John S. Horejsi as Mr. Causier's replacement. Mr. Horejsi is the son of Stewart
Horejsi, an agent and beneficiary of the Fund's largest stockholder (the EH
Trust defined above), and will be an interested Director of the Fund. The above
nominees have consented to serve as Directors if elected at the Meeting for the
one-year term. If the designated nominees decline or otherwise become
unavailable for election, however, the proxy confers discretionary power on the
persons named therein to vote in favor of a substitute nominee or nominees for
the Board.

INFORMATION ABOUT DIRECTORS AND OFFICERS. Set forth in the following table
is information about the nominees for election to the Board of Directors:

--------------------------------- ------------------------ ------------------------------------------------ -----------------
Name, Address*, Age Position, Length of Principal Occupation(s) and Other Number of Funds
Term Served, and Term Directorships Held During the Past Five Years in Fund
of Office Complex+
Overseen by
Director
--------------------------------- ------------------------ ------------------------------------------------ -----------------
--------------------------------- ------------------------ ------------------------------------------------ -----------------

Independent Directors
Richard I. Barr Director of the Fund Retired. Manager, Advantage Sales and 3
Chairman since 1999. Chairman Marketing, Inc. (food brokerage), 1963-2001;
Age: 69 of the Board since Director, Boulder Growth & Income Fund, Inc.,
2003. Current Nominee since 2002; Director, First Financial Fund,
for a term to expire Inc., since 2001.
at the 2008 annual
meeting.

Joel W. Looney, Director of the Fund Partner, Financial Management Group, LLC 3
Age: 44 since 2001. Current (investment adviser), since July 1999; CFO,
Nominee for a term to Bethany College, 1995-1999; Director, Boulder
expire at the 2008 Growth & Income Fund, Inc., since 2002 and
annual meeting. Chairman of the Board since 2004; Director and
Chairman of the Board, First Financial Fund,
Inc., since 2003.

Dr. Dean L. Jacobson Director of the Fund Founder and President of Forensic Engineering, 3
Age: 68 since 2004. Current Inc. (engineering investigations); Professor
Nominee for a term to Emeritus at Arizona State University, since
expire at the 2008 1997; Professor of Engineering at Arizona
annual meeting. State University, prior to 1997; Director,
First Financial Fund, Inc., since 2003;
Director, Boulder Growth & Income Fund, Inc.,
since 2006.
--------------------------------- ------------------------ ------------------------------------------------ -----------------
Interested Directors**
--------------------------------- ------------------------ ------------------------------------------------ -----------------

Susan L. Ciciora Director of the Fund Trustee of the Brown Trust and the EH Trust; 3
Age: 42 since 2001. Current Director, Horejsi Charitable Foundation, Inc.
nominee for a term to (private charitable foundation), since 1997;
expire at the 2008 Director, Boulder Growth & Income Fund, Inc.,
annual meeting. since 2006; Director, First Financial Fund,
Inc., since 2003.

John S. Horejsi Director of the Fund Director, Horejsi Charitable Foundation 3
Age: 39 since 2006. Current (private charitable foundation), since 1997;
nominee for a term to Director, Boulder Growth & Income Fund, Inc.,
expire at the 2008 since 2004; Director, First Financial Fund,
annual meeting. Inc., since 2006.

* Unless otherwise specified, the Directors' respective addresses are c/o
Boulder Total Return Fund, Inc., 2344 Spruce Street, Suite A, Boulder,
Colorado 80302.

** Ms. Ciciora and Mr. Horejsi are each "interested persons" as a result of
the extent of her beneficial ownership of Fund shares and by virtue of
their indirect beneficial ownership of BIA and FAS.

+ Includes the Fund, Boulder Growth & Income Fund, Inc. and First Financial
Fund, Inc.

----------------------------

From the late 1980's until January, 2001, Mr. Looney served, without
compensation, as one of three trustees of the Mildred Horejsi Trust, an
affiliate of the EH Trust.

The names of the executive officers of the Fund are listed in the table
below. Each officer was elected to office by the Board at a meeting held on
April 24, 2006. This table also shows certain additional information. Officers
are elected annually and each officer will hold such office until a successor
has been elected by the Board.

------------------------------ -------------------------- ----------------------------------------------------------
Position, Length of
Name, Address, Age Term Served, and Term of Principal Occupation(s) and Other Directorships held
Office During the Past Five Years
------------------------------ -------------------------- ----------------------------------------------------------

Stephen C. Miller President of the Fund President of and General Counsel for BIA, since 1999;
2344 Spruce Street, since 1999 and Director Manager, Fund Administrative Services, LLC ("FAS"),
Suite A from 1999 through since 1999; Vice President of SIA, since 1999; Director
Boulder, CO 80302 2004. Appointed and President of Boulder Growth & Income Fund, Inc.,
Age: 54 annually. since 2002 (resigned as Director in 2004); Director and
President of First Financial Fund, Inc., since 2003 (resigned
as Director and Chairman in 2004); President and General
Counsel, Horejsi, Inc. (liquidated in 1999); General Counsel,
Brown Welding Supply, LLC (sold in 1999); officer of various
other Horejsi Affiliates; Of Counsel, Krassa & Miller, LLC,
since 1991.

Carl D. Johns Chief Financial Officer, Vice President and Treasurer of BIA and Assistant
2344 Spruce Street, Chief Accounting Manager of FAS, since 1999; Vice President, Chief
Suite A Officer, Vice President Financial Officer and Chief Accounting Officer, Boulder
Boulder, CO 80302 and Treasurer since Growth & Income Fund, Inc., since 2002 and First
Age: 44 1999. Appointed Financial Fund, Inc., since 2003.
annually.

Stephanie J. Kelley Secretary since 2000. Secretary, Boulder Growth & Income Fund, Inc., since
2344 Spruce Street, Appointed annually. 2002 and First Financial Fund, Inc., since 2003;
Suite A Assistant Secretary and Assistant Treasurer of various
Boulder, CO 80302 other entities affiliated with the Horejsi family;
Age: 50 employee of FAS, since 1999.

Nicole L. Murphey Assistant Secretary Assistant Secretary, Boulder Growth & Income Fund, Inc.,
2344 Spruce Street, since 2000. Appointed since 2002 and First Financial Fund, Inc., since 2003;
Suite A annually. employee of FAS, since 1999.
Boulder, CO 80302
Age: 30

Set forth in the following table are the nominees for election to the Board
together with the dollar range of equity securities beneficially owned by each
Director as of the Record Date, as well as the aggregate dollar range of the
Fund's equity securities in all funds overseen in a family of investment
companies (i.e., other funds managed by BIA and SIA (collectively, the
"Advisers")).

OWNERSHIP OF THE FUND BY DIRECTORS
---------------------------------------------------------------------------------------------------------
Independent Directors and Nominees Dollar Range of Equity Aggregate Dollar Range of
Securities in the Fund Equity Securities in All Funds
in the Family of Investment
Companies
-------------------------------------- -------------------------------- ---------------------------------

Richard I. Barr Over $100,000 Over $100,000
Joel W. Looney Over $100,000 Over $100,000
Dean L. Jacobson $10,001 to $50,000 $50,001 to $100,000
-------------------------------------- -------------------------------- ---------------------------------
Interested Directors and Nominees
-------------------------------------- -------------------------------- ---------------------------------

Susan L. Ciciora Over $100,000+ Over $100,000
John S. Horejsi Over $100,000+ Over $100,000

+ 3,413,138, 343,748 and 1,434,515 Shares of the Fund are held by the EH Trust,
EALLC and the Lola Trust, respectively. Accordingly, Ms. Ciciora and Mr. Horejsi
may be deemed to have indirect beneficial ownership of such Shares. Ms. Ciciora
and Mr. Horejsi each disclaim all such beneficial ownership. Ms. Ciciora
directly owns 6,267 shares of the Fund. Mr. Horejsi does not directly own any
shares of the Fund.

---------------------------

None of the independent Directors or their family members owned
beneficially or of record any securities of the Advisers or any person directly
or indirectly controlling, controlled by, or under common control with the
Advisers.

DIRECTOR AND OFFICER COMPENSATION. The following table sets forth certain
information regarding the compensation of the Fund's Directors for the fiscal
year ended November 30, 2006. No persons (other than the independent Directors,
as set forth below) currently receive compensation from the Fund for acting as a
Director or officer. Directors and executive officers of the Fund do not receive
pension or retirement benefits from the Fund. Non-interested Directors receive
reimbursement for travel and other out of pocket expenses incurred in connection
with Board meetings.

Aggregate
Compensation
Name of Person and Position with the from the Fund Total Compensation from
Fund Paid to the Fund and Fund Complex
Directors Paid to Directors
----------------------------------------- ------------------- ----------------------------

Richard I. Barr, Director and Chairman
of the Board $31,500 $84,000
(3 funds)

Joel W. Looney, Director $30,500 $97,000
(3 funds)

Dr. Dean Jacobson, Director $27,500 $71,826
(3 funds)

Susan L. Ciciora, Director $0 $0

John S. Horejsi, Director $0 $0

Each Director of the Fund who was not a Director, officer or employee of
one of the Advisers, or any of their affiliates, receives a fee of $8,000 per
annum plus $4,000 for each in person meeting, $500 for each Audit Committee
meeting and $500 for each telephonic meeting of the Board. In addition, the
Chairman of the Board and the Chairman of the Audit Committee receives $1,000
per meeting. Each non-interested Director of the Fund is reimbursed for travel
and out-of-pocket expenses associated with attending Board and Committee
meetings. The Board held eight meetings (four of which were held by telephone
conference call) during the fiscal year ended November 30, 2006. Each Director
currently serving in such capacity for the entire fiscal year attended at least
75% of the meetings of Directors and any Committee of which he is a member.
Directors currently serving and who served less than the entire fiscal year
attended at least 75% of such meetings held during their tenure as a Director.
The aggregate remuneration paid to the Directors of the Fund for acting as such
during the fiscal year ended November 30, 2006 amounted to $102,249.17.

COMMITTEES OF THE BOARD OF DIRECTORS

AUDIT COMMITTEE; REPORT OF AUDIT COMMITTEE. The purpose of the Audit
Committee is to assist Board oversight of the integrity of the Fund's financial
statements, the Fund's compliance with legal and regulatory requirements, the
independent auditor's qualifications and independence and the performance of the
Fund's independent auditors. The Audit Committee reviews the scope and results
of the Fund's annual audit with the Fund's independent accountants and
recommends the engagement of such accountants. Management, however, is
responsible for the preparation, presentation and integrity of the Fund's
financial statements, and the independent accountants are responsible for
planning and carrying out proper audits and reviews. The Board of Directors
adopted a written charter for the Audit Committee on January 23, 2002 and most
recently amended the Charter on January 23, 2004. A copy of the Audit Committee
Charter is attached as Exhibit A.

The Audit Committee is composed entirely of the Fund's independent
Directors, consisting of Messrs. Barr, Jacobson and Looney. The Board of
Directors has determined that Joel Looney qualifies as an "audit committee
financial expert," as defined under the Securities and Exchange Commission's
Regulation S-K, Item 401(h). The Audit Committee is in compliance with
applicable rules of the listing requirements for closed-end fund audit
committees, including the requirement that all members of the audit committee be
"financially literate" and that at least one member of the audit committee have
"accounting or related financial management expertise," as determined by the
Board. The Audit Committee is required to conduct its operations in accordance
with applicable requirements of the Sarbanes-Oxley Act and the Public Company
Accounting Oversight Board, and the members of the Audit Committee are subject
to the fiduciary duty to exercise reasonable care in carrying out their duties.
Each member of the Audit Committee is independent, as that term is defined by
the NYSE Listing Standards. The Audit Committee met three times during the
fiscal year ended November 30, 2006.

In connection with the audited financial statements as of and for the
period ended November 30, 2006, included in the Fund's Annual Report for the
period ended November 30, 2006 (the "Annual Report"), at meetings held on
January 17, 2007 and January 26, 2007, the Audit Committee considered and
discussed the audited financial statements with management and the independent
accountants, and discussed the audit of such financial statements with the
independent accountants.

The Audit Committee has received the written disclosures and letter from
the independent accountants required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees) and has discussed with
independent accountants their independence. The Audit Committee discussed with
the independent accountants the accounting principles applied by the Fund and
such other matters brought to the attention of the Audit Committee by the
independent accountants required by Statement of Auditing Standards No. 61,
Communications With Audit Committees, as currently modified or supplemented.

The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Fund in any
accounting, financial management or internal control capacity. Moreover, the
Audit Committee relies on and makes no independent verification of the facts
presented to it or representations made by management or the independent
accountants. Accordingly, the Audit Committee's oversight does not provide an
independent basis to determine that management has maintained appropriate
accounting and financial reporting principles and policies, or internal controls
and procedures, designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not provide assurance that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted accounting standards or that the financial statements
are presented in accordance with generally accepted accounting principles.

Based on its consideration of the audited financial statements and the
discussions referred to above with management and the independent accountants
and subject to the limitation on the responsibilities and role of the Audit
Committee set forth in the charter and those discussed above, the Audit
Committee of the Fund recommended to the Board that the audited financial
statements be included in the Fund's Annual Report and be mailed to stockholders
and filed with the SEC.

Submitted by the Audit Committee of the Fund's Board of Directors:

Richard I. Barr
Dean L. Jacobson
Joel W. Looney

NOMINATING COMMITTEE. The Board of Directors has a nominating committee
(the "Nominating Committee") consisting of Messrs. Looney, Jacobson, and Barr,
which is responsible for considering candidates for election to the Board in the
event a position is vacated or created. Each member of the Nominating Committee
is independent, as that term is defined by the NYSE Listing Standards. The
Nominating Committee met once during the fiscal year ended November 30, 2006. On
October 13, 2006, Dennis Causier of Mallorca, Spain, submitted his resignation
as a director of the Fund. The remaining Directors accepted Mr. Causier's
resignation and, at the subsequent regularly scheduled Board meeting held on
October 23, 2006, nominated John S. Horejsi as Mr. Causier's replacement. The
Nominating Committee noted that Mr. Horejsi was the son of Stewart Horejsi, the
Fund's portfolio manager and an agent and beneficiary of the Fund's largest
stockholder (the EH Trust defined above). Accordingly, Mr. Horejsi would be
considered an interested Director of the Fund. At this meeting, the Nominating
Committee considered the qualifications and determined the suitability of John
S. Horejsi to be Director and resolved to recommend Mr. Horejsi to stockholders
for election at the 2007 Annual Meeting. The Board of Directors has adopted a
charter for the Nominating Committee that is available on the Fund's website,
www.boulderfunds.net.

The Nominating Committee does not have a formal process for identifying
candidates. The Nominating Committee takes into consideration such factors as it
deems appropriate when nominating candidates. These factors may include
judgment, skill, diversity, experience with investment companies and other
organizations of comparable purpose, complexity, size and subject to similar
legal restrictions and oversight, the interplay of the candidate's experience
with the experience of other Board members, and the extent to which the
candidate would be a desirable addition to the Board and any committees thereof.
The Nominating Committee will consider all qualified candidates in the same
manner. The Nominating Committee may modify its policies and procedures for
director nominees and recommendations in response to changes in the Fund's
circumstances, and as applicable legal or listing standards change.

The Nominating Committee would consider director candidates recommended by
stockholders (if a vacancy were to exist) and submitted in accordance with
applicable law and procedures as described in this Proxy Statement (see
"Submission of Stockholder Proposals" below). Such recommendations should be
forwarded to the Secretary of the Fund.

The Fund does not have a compensation committee.

OTHER BOARD-RELATED MATTERS

Stockholders who wish to send communications to the Board should send them
to the address of the Fund and to the attention of the Board. All such
communications will be directed to the Board's attention.

The Fund does not have a formal policy regarding Board member attendance at
the Annual Meeting of Stockholders; however, all of the Directors of the Fund,
who were Directors at the time, attended the April 24, 2006 Annual Meeting of
Stockholders.

Vote Required. The election of Messrs. Looney, Jacobson and Horejsi as
Directors of the Fund will require the affirmative vote of a plurality of the
votes cast by holders of the Common Stock at the Meeting in person or by proxy
on Proposal 1. The election of Mr. Barr and Ms. Ciciora as Directors of the Fund
will require the affirmative vote of a plurality of the votes cast by the
holders of the AMPS at the Meeting in person or by proxy on Proposal 1.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE ELECTION OF ALL THE NOMINEES.

SUBMISSION OF STOCKHOLDER PROPOSALS

Notice is hereby given that for a stockholder proposal to be considered for
inclusion in the Fund's proxy material relating to its 2008 annual meeting of
stockholders, the stockholder proposal must be received by the Fund no later
than November 14, 2007. Any such proposal shall set forth as to each matter the
stockholder proposes to bring before the meeting (i) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting, (ii) the name and address, as they appear on the
Fund's books, of the stockholder proposing such business, (iii) the class and
number of shares of the capital stock of the Fund which are beneficially owned
by the stockholder, and (iv) any material interest of the stockholder in such
business. Stockholder proposals, including any accompanying supporting
statement, may not exceed 500 words. A stockholder desiring to submit a proposal
must be a record or beneficial owner of Shares with a market value of $2,000 and
must have held such Shares for at least one year. Further, the stockholder must
continue to hold such Shares through the date on which the meeting is held.
Documentary support regarding the foregoing must be provided along with the
proposal. There are additional requirements regarding proposals of stockholders,
and a stockholder contemplating submission of a proposal is referred to Rule
14a-8 promulgated under the 1934 Act. The timely submission of a proposal does
not guarantee its inclusion in the Fund's proxy materials.

Pursuant to the Fund's By-laws, at any annual meeting of the stockholders,
only business that has been properly brought before the meeting will be
conducted. To be properly brought before the annual meeting, the business must
be (i) specified in the notice of meeting, (ii) by or at the direction of the
Board of Directors, or (iii) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before the annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Fund. To be timely, a stockholder's notice must be
delivered to the Secretary at 2344 Spruce Street, Suite A, Boulder, Colorado
80302 no later than 5:00 p.m., Mountain Time, on the 120th day prior to the
first anniversary of the date of mailing of the notice for the preceding year's
annual meeting. However, if the date of the annual meeting is advanced or
delayed by more than 30 days from the first anniversary of the date of the
preceding year's annual meeting, for notice by the stockholder to be timely, it
must be delivered not later than 5:00 p.m., Mountain Time, on the later of the
120th day prior to the date of such annual meeting or the tenth day following
the day on which public announcement of the date of such meeting is first made.
The public announcement of a postponement or adjournment of an annual meeting
shall not commence a new time period for the giving of a stockholder's notice as
described above.

Pursuant to the Fund's By-laws, such stockholder's notice shall set forth
(i) as to each individual whom the stockholder proposes to nominate for election
or reelection as a director, (A) the name, age, business address and residence
address of such individual, (B) the class, series and number of any shares of
stock of the Fund that are beneficially owned by such individual, (C) the date
such shares were acquired and the investment intent of such acquisition, (D)
whether such stockholder believes any such individual is, or is not, an
"interested person" of the Fund, as defined in the 1940 Act and information
regarding such individual that is sufficient, in the discretion of the Board of
Directors or any committee thereof or any authorized officer of the Fund, to
make such determination and (E) all other information relating to such
individual that is required to be disclosed in solicitations of proxies for
election of directors in an election contest (even if an election contest is not
involved), or is otherwise required, in each case pursuant to Regulation 14A (or
any successor provision) under the Exchange Act and the rules thereunder
(including such individual's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (ii) as to any
other business that the stockholder proposes to bring before the meeting, a
description of such business, the reasons for proposing such business at the
meeting and any material interest in such business of such stockholder and any
Stockholder Associated Person (as defined below), individually or in the
aggregate, including any anticipated benefit to the stockholder and the
Stockholder Associated Person therefrom; (iii) as to the stockholder giving the
notice and any Stockholder Associated Person, the class, series and number of
all shares of stock of the Fund which are owned by such stockholder and by such
Stockholder Associated Person, if any, and the nominee holder for, and number
of, shares owned beneficially but not of record by such stockholder and by any
such Stockholder Associated Person; (iv) as to the stockholder giving the notice
and any Stockholder Associated Person covered by the immediately preceding
clauses (ii) or (iii), the name and address of such stockholder, as they appear
on the Fund's stock ledger and current name and address, if different, and of
such Stockholder Associated Person; and (v) to the extent known by the
stockholder giving the notice, the name and address of any other stockholder
supporting the nominee for election or reelection as a director or the proposal
of other business on the date of such stockholder's notice. "Stockholder
Associated Person" of any stockholder shall mean (i) any person controlling,
directly or indirectly, or acting in concert with, such stockholder, (ii) any
beneficial owner of shares of stock of the Fund owned of record or beneficially
by such stockholder and (iii) any person controlling, controlled by or under
common control with such Stockholder Associated Person.

ADDITIONAL INFORMATION

INDEPENDENT ACCOUNTANTS. The Audit Committee of the Board, consisting of
those Directors who are not "interested persons" (as defined in the 1940 Act),
will select the Fund's independent accountants for the Fund's fiscal year ending
November 30, 2007 at the Board's regular quarterly meeting in August 2007. At
its regularly scheduled Board meeting held on July 24, 2006, the Audit Committee
selected, and the Board ratified, the selection of Deloitte & Touche LLP
("Deloitte") of Denver, Colorado as the Fund's independent registered public
accounting firm to replace KPMG LLP ("KPMG"). KPMG served as independent
accountants for the Fund from 2002 through November 30, 2005. KPMG's reports on
the financial statements for the two years immediately preceding their
termination contained no adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope, or accounting principles.
During the two fiscal years immediately preceding KPMG's termination, there were
no disagreements with such accountants on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure.

Deloitte served as independent accountants for the Fund's fiscal year
ending November 30, 2006. A representative of Deloitte will not be present at
the Meeting but will be available by telephone and will have an opportunity to
make a statement if the representative so desires and will be available to
respond to appropriate questions.

Set forth below are audit fees and non-audit related fees billed to the
Fund for professional services received from KPMG for the Fund's fiscal year
ended November 30, 2005 and from Deloitte for the Fund's fiscal year ended
November 30, 2006.

Fiscal Year Ended Audit Fees Audit-Related Fees Tax Fees* All Other Fees
----------------- ---------- ------------------ --------- --------------

11/30/2005 $25,250 $0 $6,000 $34,800+

11/30/2006 $25,500 $0 $6,250 $0

* "Tax Fees" are those fees billed to each Fund by KPMG or Deloitte in
connection with tax consulting services, including primarily the review of
the Fund's income tax returns.

+ This fee pertains to those fees billed to the Fund by KPMG in connection
with their agreed-upon procedures reports under the terms of the AMPS. Such
reports are required by Moody's Investors Services, Inc. and Standard &
Poor's in connection with maintaining public ratings for the AMPS.

The Audit Committee Charter requires that the Audit Committee pre-approve
all audit and non-audit services to be provided by the auditors to the Fund, and
all non-audit services to be provided by the auditors to the Fund's investment
adviser and any service providers controlling, controlled by or under common
control with the Funds' investment adviser ("affiliates") that provide on-going
services to each Fund, if the engagement relates directly to the operations and
financial reporting of each Fund, or to establish detailed pre-approval policies
and procedures for such services in accordance with applicable laws. All of the
audit, audit-related and tax services described above for which KPMG billed the
Fund fees for the fiscal year ended November 30, 2005 and for which Deloitte
billed the Fund fees for the fiscal year ended November 30, 2006 were
pre-approved by the Audit Committee.

Deloitte has informed the Fund that it has no direct or indirect financial
interest in the Fund. For the Fund's fiscal year ended November 30, 2006,
Deloitte did not provide any non-audit services or bill any fees for such
services to the Funds' investment adviser or any affiliates thereof that provide
services to the Fund. The Horejsi Affiliates had engaged KPMG from time to time
in the past to provide various accounting, auditing and consulting services and
currently engages KPMG on an as-needed basis as a consultant with respect to
ongoing tax related issues. For the twelve months ended November 30, 2005, the
Horejsi Affiliates paid $0 to KPMG for their services. For the twelve months
ended November 30, 2006, the Horejsi Affiliates paid $0 to Deloitte for their
services. The Audit Committee has considered and concluded that the provision of
non-audit services is compatible with maintaining the auditors' independence.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of
the 1934 Act and Section 30(h) of the 1940 Act requires the Fund's Directors and
officers, persons affiliated with the Fund's investment advisers, and persons
who own more than 10% of a registered class of the Fund's securities, to file
reports of ownership and changes of ownership with the SEC and the New York
Stock Exchange. Directors, officers and greater-than-10% stockholders are
required by SEC regulations to furnish the Fund with copies of all Section 16(a)
forms they file. Based solely upon the Fund's review of the copies of such forms
it receives and written representations from such persons, the Fund believes
that through the date hereof all such filing requirements applicable to such
persons were complied with.

BROKER NON-VOTES AND ABSTENTIONS. An uninstructed proxy for shares held by
brokers or nominees as to which (i) instructions have not been received from the
beneficial owners or the persons entitled to vote and (ii) the broker or nominee
does not have discretionary voting power on a particular matter is a broker
"non-vote". Proxies that reflect abstentions or broker non-votes will be counted
as shares that are present and entitled to vote on the matter for purposes of
determining the presence of a quorum. Abstentions and broker non-votes will have
no effect on the result of the vote in the election of directors in Proposal 1.
Abstentions and broker non-votes will have the same effect as votes against
Proposal 2 and 3.

OTHER MATTERS TO COME BEFORE THE MEETING

The Fund does not intend to present any other business at the Meeting, nor
is it aware that any stockholder intends to do so. If, however, any other
matters are properly brought before the Meeting, the persons named in the
accompanying form of proxy will vote thereon in accordance with their
discretion.

EXHIBIT A

1. The Audit Committee shall be composed entirely of directors who are not
"interested persons" of the Fund within the meaning of the Investment Company
Act of 1940 ("independent directors") and who are free of any other relationship
that, in the opinion of the Board of Directors, would interfere with their
exercise of independent judgment as Committee members. The Audit Committee
Chairman shall be selected by the members of the Committee. The Audit Committee
shall have at least three members, all of whom shall be financially literate.
The Chairman of the Committee must have accounting or related financial
management expertise, as determined by the Board in its judgment.

At least annually, the Board of Directors shall determine whether one or more
"audit committee financial experts," as such term is defined by the Securities
and Exchange Commission, are members of the Committee and whether any such
expert is "independent." For purposes of this finding only, in order to be
considered "independent," any such expert may not, other than in his or her
capacity as a member of the Committee, the Board or any other Board committee,
accept directly or indirectly any consulting, advisory or other compensatory fee
from the Fund (other than Board or committee fees). The designation of a person
as an audit committee financial expert ("ACFE") shall not impose any liability
greater than the liability imposed on such person as a member of the Audit
Committee or the Board of Directors in the absence of such designation.

2. The purposes of the Audit Committee are:

(a) to assist Board oversight of

1. the integrity of the Fund's financial statements

2. the Fund's compliance with legal and regulatory requirements

3. the independent auditor's qualifications and independence

4. the performance of the Fund's independent auditors

(b) to prepare an audit committee report if required by the SEC to be
included in the Fund's annual proxy statement;

(c) to oversee the Fund's accounting and financial reporting policies and
practices, its internal controls and, as appropriate, the internal
controls of certain service providers;

(d) to oversee the quality and objectivity of the Fund's financial
statements and the independent audit thereof;

(e) to determine the selection, appointment, retention and termination of
the Fund's independent auditors, as well as approving the compensation
of the auditors;

(f) to pre-approve all audit and non-audit services provided to the Fund
and certain other persons (as described in 4(d) and (e) below) by such
independent auditors; and

(g) to act as a liaison between the Fund's independent auditors and the
full Board of Directors.

The Fund's independent auditors shall report directly to the Committee.

The function of the Committee is oversight. The Fund's management is
responsible for (i) the preparation, presentation and integrity of the Fund's
financial statements, (ii) the maintenance of appropriate accounting and
financial reporting principles and policies and (iii) the maintenance of
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. The auditors are responsible for
planning and carrying out proper audits and reviews in accordance with generally
accepted auditing standards. In fulfilling their responsibilities hereunder, it
is recognized that members of the Committee are not full time employees of the
Fund and are not, and do not represent themselves to be, accountants or auditors
by profession or experts in the fields of accounting or auditing,
notwithstanding the possibility that one or more members may be designated an
ACFE. 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. Each member of the Committee shall be entitled to rely on (i) the
integrity of those persons and organizations within and outside the Fund from
which it receives information, (ii) the accuracy of the financial and other
information, including, for example, the information contemplated by paragraph
4(b), provided to the Committee by such persons and organizations absent actual
knowledge to the contrary (which shall be promptly reported to the Fund's Board)
and (iii) statements made by the officers and employees of the Fund, the Fund's
adviser or other third parties as to any information technology, internal audit
and other non-audit services provided by the independent auditors to the Fund.
In addition, the evaluation of the Fund's financial statements by the Committee
is not of the same scope as, and does not involve the extent of detail as,
audits performed by the auditors, nor does the Committee's evaluation substitute
for the responsibilities of the Fund's management for preparing, or the auditors
for auditing, the financial statements. The designation of a person as an ACFE
is not intended to impose any greater responsibility or liability on that person
than the responsibility and liability imposed on such a person as a member of
the Committee, nor does it decrease the duties and obligations of the other
Committee members or the Board.

The Committee shall have the appropriate resources and authority to discharge
its responsibilities, including the authority to retain special counsel and
other experts or consultants at the expense of the Fund. The Committee shall
also have the authority to seek information, data and services from management
in order to carry out its responsibilities.

3. With respect to any subsequent changes to the composition of the
Committee, and otherwise approximately once each year, the Board of Directors
shall determine:

(a) that each member of the Audit Committee is "independent" pursuant to
the NYSE's governance standards or applicable law or;

(b) that each Audit Committee member is financially literate;

(d) the adequacy of the Charter.

4. To carry out its purposes, the Audit Committee shall have the following
duties and powers:

(a) to select, retain, determine the compensation of, or terminate
auditors and to oversee the work of the Fund's independent auditors
(or any other public accounting firm engaged for the purpose of
performing other audit, review or attestation services for the Fund)
and, in connection therewith, to evaluate the independence of the
auditors, including whether the auditors provide any consulting
services to any service provider, to resolve any disagreements between
management and the Fund's independent auditors regarding financial
reporting, to receive the auditors' specific representations as to
their independence at least annually and to recommend the retention of
such auditors to the independent directors for their ratification and
approval;

(b) to meet with the Fund's independent auditors, including meetings apart
from management, as necessary (i) to review the arrangements for and
scope of the annual audit and any special audits; (ii) to discuss
critical accounting policies and practices to be used in the annual
audit and all alternative treatments of financial information within
generally accepted accounting principles that have been discussed with
management, the ramifications of the use of such alternative
treatments, and the treatments preferred by the auditor; (iii) to
discuss any matters of importance relating to the Fund's financial
statements, including any adjustments to such statements recommended
by the auditors, or other results of said audit(s); (iv) to consider
the auditors' comments with respect to the acceptability and
appropriateness of the Fund's financial reporting policies, procedures
and internal accounting controls, and management's responses thereto;
(v) to review the form of opinion the auditors propose to render to
the Board and shareholders; (vi) to review copies of any material
written communication between the auditor and management, such as any
management letter or schedule of unadjusted differences; (vii) to
review the adequacy and effectiveness of relevant internal controls
and procedures and the quality of the staff implementing those
controls and procedures and to obtain annually in writing from the
independent auditors their letter as to the adequacy of such controls
as required by Form N-SAR; (viii) to receive periodic reports
concerning regulatory changes and new accounting pronouncements that
significantly affect the value of the Fund's assets and its financial
reporting; (ix) to discuss any audit problems or difficulties and
management's response, including any restrictions on the scope of the
auditor's activities or on access to requested information, and any
significant disagreements with management; and (x) to receive
disclosure from the auditor regarding all services provided by the
auditor to the Fund, including the fees associated with those
services, at least annually, and if the annual communication is not
made within 90 days before the filing of the Fund's annual report, to
receive an update, in the 90 day period before the filing, of any
changes to the previously reported information.

(c) to consider the effect upon the Fund of any changes in accounting
principles or practices proposed by management or the auditors, and to
consider, in consultation with management and the Fund's independent
auditors, any significant changes to the Fund's tax accounting
policies, including those pertaining to its qualification as a
regulated investment company under the Internal Revenue Code;

(d) to review and pre-approve all auditing services and permissible
non-audit services (e.g., tax services) to be provided to the Fund by
the auditor, including the fees therefore. The Committee may delegate
to one or more of its members the authority to grant pre-approvals. In
connection with such delegation, the Committee shall establish
pre-approval policies and procedures, including the requirement that
the decisions of any member to whom authority is delegated under this
sub-section (d) shall be presented to the full Committee at each of
its scheduled meetings.

Pre-approval for a permitted non-audit service shall not be required
if: (1) the aggregate amount of all such non-audit services is not
more than 5% of the total revenues paid by the Fund to the auditor in
the fiscal year in which the non-audit services are provided; (2) such
services were not recognized by the Fund at the time of the engagement
to be non-audit services; and (3) such services are promptly brought
to the attention of the Committee and approved prior to the completion
of the audit by the Committee or by one or more members of the
Committee to whom authority to grant such approvals has been delegated
by the Committee.

Additionally, the Committee shall pre-approve the auditor's
engagements for non-audit services with the Fund's investment advisers
(each, an "Adviser") and any service providers controlling, controlled
by or under common control with an Adviser ("affiliate") that provides
ongoing services to the Fund in accordance with the foregoing
paragraph, if the engagement relates directly to the operations and
financial reporting of the Fund, unless the aggregate amount of all
services provided constitutes no more than 5% of the total amount of
revenues paid to the auditor by the Fund, an Adviser and any affiliate
of the Adviser that provides ongoing services to the Fund during the
fiscal year in which the services are provided that would have to be
pre-approved by the Committee pursuant to this paragraph (without
regard to this exception).

Prohibited Services - The auditor may not perform contemporaneously
any of the following non-audit services for the Fund: bookkeeping or
other services related to the accounting records or financial
statements of the Fund; financial information systems design and
implementation; appraisal or valuation services, fairness opinions, or
contribution-in-kind reports; actuarial services; internal audit
outsourcing services; management functions or human resources; broker
or dealer, investment adviser, or investment banking services; legal
services and expert services unrelated to the audit; and any other
service that the Public Company Accounting Oversight Board determines,
by regulation, is impermissible.

(e) to consider whether the provision by the Fund's auditor of non-audit
services to its investment adviser or adviser affiliate that provides
ongoing services to the Fund, which services were not pre-approved by
the Audit Committee, is compatible with maintaining the auditor's
independence;

(f) to investigate any improprieties or suspected improprieties in fund
operations and to establish procedures for the receipt, retention, and
treatment of complaints received by the Fund with respect to
accounting, internal accounting controls, or auditing matters and the
confidential anonymous submission by employees of the Fund and its
service providers of concerns regarding questionable accounting or
auditing matters;

(g) to review the findings made in any regulatory examinations of the Fund
and consult with management on appropriate responses;

(h) to review any material violations of the Code of Ethics for the Fund
and its Advisers and report the Committee's findings to the full Board
with recommendations for appropriate action;

(i) to review with the Fund's principal executive officer and/or principal
financial officer in connection with their certification of Form N-CSR
any significant deficiencies in the design or operation of internal
controls which could adversely affect the Fund's ability to record,
process, summarize and report financial data or material weaknesses
therein and any reported evidence of fraud involving management of
other employees who have a significant role in the Fund's internal
controls;

(j) to discuss with management policies and guidelines with respect to
risk assessment and risk management and the system of internal
control, and the steps taken to monitor and control such risks;

(k) to meet periodically with Fund management, apart from the Fund's
independent auditors;

(l) to discuss the types of information to be disclosed in press releases
concerning dividends, as well as financial information provided to
analysts and rating agencies, and the type of presentation to be made;

(m) to establish hiring policies for employees or former employees of the
auditor consistent with government regulations;

(n) at least annually, to obtain and review a report by the Fund's
independent auditors describing: (1) the audit firm's internal quality
control procedures; (2) any material issues raised by the most recent
internal quality control review, or peer review, of the 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 audit firm, and any steps taken
to deal with any such issues; and (3) for the purpose of assessing the
auditor's independence, all relationships between the independent
auditors and the Fund;

(o) to review and evaluate the qualifications, performance and
independence of the lead partner of the auditors;

(p) to assure the regular rotation of the lead audit partner and the
reviewing partner, and to consider whether there should be regular
rotation of the audit firm itself;

(q) to review and discuss the Fund's audited and unaudited financials
statements with management and, in the case of the audited financial
statements, the independent auditor, including the Fund's disclosure
of management's discussion of Fund performance, and to recommend to
the Board, as appropriate, the inclusion of the Fund's audited
financial statements in the Fund's annual report;

(r) to cause the preparation of any report or other disclosures required
by the New York Stock Exchange or the Securities and Exchange
Commission;

(s) to oversee the Fund's compliance with 1940 Act asset coverage tests
and coverage tests under applicable rating agency guidelines and the
Fund's Articles Supplementary, as amended or supplemented from time to
time; and

(t) to report regularly to the full Board any issues that arise with
respect to: (1) the quality or integrity of the Fund's financial
statements, (2) the Fund's compliance with legal or regulatory
requirements and (3) the performance and independence of the Fund's
independent auditors, and to make such recommendations with respect to
the above and other matters as the Committee may deem necessary or
appropriate.

5. The Fund's independent auditors are ultimately accountable to the Audit
Committee, as representatives of the Board of Directors and the shareholders of
the Fund, and the Audit Committee has the ultimate authority and responsibility
to select, evaluate and, where appropriate, replace the independent auditors (as
well as to nominate the independent auditors to be proposed for shareholder
approval, if necessary), subject to ratification and approval of the independent
directors of the Fund. The Committee will ensure that the Fund's independent
auditors submit to the Audit Committee, on a periodic basis, a formal written
statement delineating all relationships between the independent auditors and the
Fund and its service providers. The Committee will actively engage in a dialogue
with the Fund's independent auditors with respect to any disclosed relationships
or services that may impact the objectivity and independence of the independent
auditors, and will consider recommending that appropriate action be taken by the
Board of Directors to ensure the independence of the independent auditors.

6. The Committee shall meet at least twice annually, which shall include
separate executive sessions as the Committee may deem appropriate, and is
empowered to hold special meetings as circumstances require. The Committee shall
submit the minutes of all of its meetings to, or discuss the matters discussed
at each meeting with, the Board of Directors.

7. The Committee shall regularly meet with the Treasurer of the Fund and
with internal auditors, if any, for the Fund's Advisers and/or administrator to
review and discuss matters relevant to the Committee's duties and
responsibilities.

8. The Committee shall be responsible for reviewing any required
description of the Committee in the Fund's annual reports or proxy statements.

9. The Committee will periodically assess the independence of its members
and will evaluate its performance under the Charter annually.

10. Qualified Legal Compliance Committee. The Committee will also serve as
the Qualified Legal Compliance Committee. The following procedures are designed
to implement the Standards of Professional Conduct for Attorneys pursuant to the
Sarbanes-Oxley Act of 2002.

(a) Provision of Information to Outside Counsel and Service Providers. To
assist attorneys employed by law firms retained by the Funds or
service providers engaged by the Funds, the chief executive officer of
each Fund (the "CEO") must send a notice to each such law firm and
service provider providing contact information with respect to each
Fund's Legal Compliance Committee Chairperson. The CEO must send a
similar notice to each law firm and service provider when the
information provided in the most recent notice sent to such law firm
or service provider has changed.

(b) Investigations and Responses. Upon receiving a report of evidence of a
material violation from an attorney employed by a law firm or service
provider, the CEO shall (i) record receipt of the report and (ii)
report the matter promptly to the Legal Compliance Committee (the
"Committee"). Upon receiving a report of evidence of a material
violation from an attorney employed by a law firm or service provider
or from the CEO, the Committee shall (i) record the Committee's
receipt of the report, (ii) inform the Fund's CEO of the report (other
than those received from the and (iii) determine whether an
investigation of a material violation is necessary or appropriate. In
determining whether an investigation is necessary or appropriate, the
Committee shall consider such factors as it considers appropriate
under the circumstances, which may include the seniority of the
alleged wrongdoer, the seriousness of the alleged violation and the
credibility of the allegation. If the Committee determines that an
investigation is necessary, the Committee must (A) notify the Fund's
Audit Committee or the Board of Directors, (B) initiate an
investigation and (C) retain additional expert personnel as it deems
necessary. The Committee shall have the discretion to engage auditors,
counsel or other experts to assist in the investigation of any report
and in the analysis of results.

(c) Investigations. If the Committee deems it necessary, the Committee may
direct outside counsel to conduct a preliminary internal investigation
to determine whether the reported material violation has occurred, is
ongoing or is about to occur. The Committee may direct employees of
the Funds' investment advisers or administrators or any officer(s) of
the Funds to assist outside counsel. If Fund counsel is the reporting
counsel, Fund counsel nonetheless may be engaged to conduct the
preliminary internal investigation. If Fund counsel is the reporting
counsel, Fund counsel may decline to lead the preliminary internal
investigation and may recommend that the Fund seek alternative counsel
for purposes of conducting such investigation. Any investigation may
be conducted by the relevant Fund's CEO or chief legal officer (or the
equivalent thereof) if such officer is not the reporting attorney and
is not the subject of the alleged violation described in the report.

(d) Responses. At the conclusion of any investigation, the Committee, by
majority vote, shall recommend that the relevant Fund implement an
appropriate response to evidence of a material violation. What
constitutes an appropriate response will depend on whether the
Committee determines, on the basis of the facts and circumstances,
that a material violation has occurred, is ongoing or is about to
occur.

Unless the Committee reasonably believes that no material violation
has occurred, is ongoing or is about to occur, the Committee shall
take all reasonable steps to cause the Funds to adopt an appropriate
response. If the preliminary internal investigation is performed by
outside counsel, such counsel may recommend a proposed response for
adoption by the Committee.

(e) Determination: No Violation. The Committee may determine that no
material violation has occurred, is ongoing or is about to occur. That
determination must be made on the basis that the Committee "reasonably
believes" that no material violation has occurred, is ongoing or is
about to occur. "Reasonably believes" means that the Committee
"believes the matter in question and that the circumstances are such
that the belief is not unreasonable."

(f) Determination: Material Violation Has Occurred, Is Ongoing or Is About
to Occur. If the Committee reasonably believes that a material
violation has occurred, is ongoing or is about to occur, the following
responses should be considered:

(i) A Material Violation Has Occurred If the Committee reasonably
believes that the reported material violation has already
occurred, the Committee should seek to remedy or otherwise
address the material violation. The Committee should explore what
steps would be necessary or appropriate to reduce the likelihood
of a recurrence of the material violation. The Committee should
consider recommending that sanctions be imposed in connection
with the violation. Disclosure to the public or to the SEC should
be considered, depending on the nature of the violation and other
relevant factors.

(ii) A Material Violation Is Ongoing If the Committee reasonably
believes that the reported material violation is ongoing, the
Committee should seek to take or recommend steps, measures and/or
sanctions that are designed to (i) stop any material violations
that are ongoing, (ii) remedy or otherwise appropriately address
the portion of the material violation that has already occurred,
and (iii) reduce the likelihood of a recurrence of the material
violation. Disclosure to the public or to the SEC should be
considered, depending on the nature of the violation and other
relevant factors.

(iii) A Material Violation Has Yet to Occur If the Committee
reasonably believes that the reported material violation has not
yet occurred, the Committee should seek to take or recommend
steps and/or measures to prevent the reported material violation
from occurring. Depending on the circumstances of the impending
violation, actions to address potential future violations,
including sanctions, should be considered. In unusual
circumstances, disclosure to the SEC may also be appropriate. The
Committee may retain outside counsel, which may be Fund counsel,
to undertake a review of the reported evidence of a material
violation in order to assist the Committee in determining what
remedial measures would be appropriate under the circumstances.

(g) Other Action. The Committee shall have the authority and
responsibility, acting by majority vote, to take all other appropriate
action, including the authority to notify the SEC, in the event a Fund
fails in any material respect to implement a recommendation that the
Committee has made within a reasonable period of time.

(h). Reporting and Recordkeeping. The Committee shall inform the relevant
Fund's CEO and chief legal officer (or the equivalent thereof) and the
Board of Directors of the results of any investigation of a report of
a material violation and any appropriate remedial measures to be
adopted. The Committee or its delegate shall prepare, or cause to be
prepared, a memorandum reflecting (i) the information developed in any
internal investigation, (ii) any remedial recommendation made by the
Committee or by outside counsel retained to review any report of a
material violation and (iii) any remedial actions taken. The Committee
should review these records periodically to determine whether there
are any patterns of activity or violations that have emerged.

(i). Protection of Reporting Attorneys. The Committee shall not retaliate,
and shall not tolerate any retaliation by Fund management or any other
person or group, directly or indirectly, against anyone who, in good
faith, reports evidence of a material violation or provides assistance
to the Committee or any other person or group, including regulatory
authorities, investigating a report. The Committee shall seek to
maintain the confidentiality of any person who submits a report and
who asks that his or her identity remain confidential and shall not
make any effort, or tolerate any effort made by any other person or
group, to ascertain the identity of any person who makes a report
anonymously.

(j) Oversight Responsibilities. The Committee will undertake an annual
review of these Procedures and the reporting and investigation systems
to determine whether they are functioning properly. The Boards of
Directors of the Funds have reviewed and adopted these Procedures. The
Boards of Directors will review these Procedures periodically to
assure that they appropriately address then-existing requirements for
attorney up-the-ladder reporting.

11. The Committee shall review this Charter at least annually and recommend
any changes to the full Board of Directors.

12. This Charter may be altered, amended or repealed, or a new Charter may
be adopted, by the Board by the affirmative vote of a majority of all the
members of the Board, including a majority of the "non-interested" Board members
(within the meaning of the Investment Company Act of 1940, as amended).

13. The Chief Executive Officer ("CEO") of the Fund shall certify to the
Audit Committee of the Fund annually that he is not aware of any violation by
the Fund of any corporate governance standards or policies to which the Fund is
subject. In addition, the CEO of the Fund must promptly notify the Audit
Committee in writing after any executive officer of the Fund becomes aware of
any material non-compliance with any applicable corporate governance listing
standard or policy.

14. (a) The Fund shall provide the NYSE, with respect to any subsequent
changes to the composition of the Audit Committee or otherwise approximately
once each year, written confirmation of the determinations required by Section 3
above.

(b) The CEO of the Fund shall certify to the NYSE annually that he is not
aware of any violation by the Fund of the NYSE corporate governance
listing standards and such certification shall be included in the
Fund's annual report to shareholders. If the CEO of the Fund provides
notice to the NYSE upon receipt of any report by any executive officer
of any material non-compliance with any applicable provisions of the
NYSE corporate governance listing standards, copies of any such
certification or notice shall be provided to the Audit Committee of
the Fund.

PROXY

BOULDER TOTAL RETURN FUND, INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned holder of shares of Common Stock of Boulder Total Return Fund,
Inc., a Maryland corporation (the "Fund"), hereby appoints Stephen C. Miller,
Carl D. Johns, and Thomas V. Finnerty, or any of them, as proxies for the
undersigned, with full powers of substitution in each of them, to attend the
Annual Meeting of Stockholders (the "Annual Meeting") to be held at the
Scottsdale Plaza Resort, 7200 N. Scottsdale Road, Scottsdale, Arizona at 9:00
a.m. Mountain Standard Time (local time), on April 27, 2007, and any
adjournments or postponements thereof, to cast on behalf of the undersigned all
votes that the undersigned is entitled to cast at the Annual Meeting and to
otherwise represent the undersigned at the Annual Meeting with all the powers
possessed by the undersigned if personally present at the Meeting. The votes
entitled to be cast will be cast as instructed below. If this Proxy is executed
but no instruction is given, the votes entitled to be cast by the undersigned
will be cast "FOR" each of the nominees for Director. The undersigned hereby
acknowledges receipt of the Notice of Annual Meeting and Proxy Statement. In
their discretion, the proxies are authorized to vote upon such other business as
may properly come before the Meeting. A majority of the proxies present and
acting at the Annual Meeting in person or by substitute (or, if only one shall
be so present, then that one) shall have and may exercise all of the power and
authority of said proxies hereunder. The undersigned hereby revokes any proxy
previously given.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

Please indicate your vote by an "X" in the appropriate box below.

This proxy, if properly executed, will be voted in the manner directed by the
undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1.

Please refer to the Proxy Statement for a discussion of the Proposals.

------------ ------------------------------------------------------------- -----
Election of Directors: Nominees are Joel W. Looney, John
1. S. Horejsi., and Dr. Dean L. Jacobson.

FOR____ WITHHOLD___ FOR ALL EXCEPT ___
------------ ------------------------------------------------------------- -----
--------------------------------------------------------------------------------

Instruction: If you do not wish your shares voted "for" a particular nominee,
mark the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted "For" the remaining nominee(s).

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" ELECTION OF
ALL THE NOMINEES

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT ____

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

NOTE: Please sign exactly as your name appears on this Proxy. If joint owners,
EACH should sign this Proxy. When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please give your full title.

Signature:
-------------------------

Date:
-------------------------

Signature:
-------------------------

Date:
-------------------------

[AMPS PROXY CARD]

PROXY

BOULDER TOTAL RETURN FUND, INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned holder of shares of the Taxable Auction Market Preferred Stock
("AMPS") of Boulder Total Return Fund, Inc., a Maryland corporation (the
"Fund"), hereby appoints Stephen C. Miller, Carl D. Johns, and Thomas V.
Finnerty, or any of them as proxies for the undersigned, with full powers of
substitution in each of them, to attend the Annual Meeting of Stockholders (the
"Annual Meeting") to be held at the Scottsdale Plaza Resort, 7200 N. Scottsdale
Road, Scottsdale, Arizona at 9:00 a.m. Mountain Standard Time (local time), on
April 27, 2007, and any adjournments or postponements thereof, to cast on behalf
of the undersigned all votes that the undersigned is entitled to cast at the
Annual Meeting and to otherwise represent the undersigned at the Annual Meeting
with all the powers possessed by the undersigned if personally present at the
Meeting. The votes entitled to be cast will be cast as instructed below. If this
Proxy is executed but no instruction is given, the votes entitled to be cast by
the undersigned will be cast "FOR" each of the nominees for Director. The
undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the Meeting. A majority of the
proxies present and acting at the Annual Meeting in person or by substitute (or,
if only one shall be so present, then that one) shall have and may exercise all
of the power and authority of said proxies hereunder. The undersigned hereby
revokes any proxy previously given.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

Please indicate your vote by an "X" in the appropriate box below.

This proxy, if properly executed, will be voted in the manner directed by the
undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1.

Please refer to the Proxy Statement for a discussion of the Proposals.

------------ ------------------------------------------------------------- -----
1. Election of Directors: Nominees are Susan L. Ciciora and
Richard I. Barr.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" ELECTION OF
ALL THE NOMINEES

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT ____

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

Signature:
-------------------------

Date:
-------------------------

Signature:
-------------------------

Date:
-------------------------