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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)
Boulder Total Return Fund, Inc.
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(Name of Issuer)
Auction Rate Preferred
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(Title of Class of Securities)
101541308
(See Item 2(e))
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(CUSIP Number)
January 30, 2009
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
CUSIP No. 101541308
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bank of America Corporation 56-0906609
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [ ]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5. SOLE VOTING POWER
SHARES 0
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 406
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
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PERSON 8. SHARED DISPOSITIVE POWER
WITH 406
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
406
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
52.4%
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12. TYPE OF REPORTING PERSON
HC
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CUSIP No. 101541308
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Merrill Lynch, Pierce, Fenner & Smith, Inc. 13-5674085
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 5. SOLE VOTING POWER
SHARES 0
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BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 406
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EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
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PERSON 8. SHARED DISPOSITIVE POWER
WITH 406
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
406
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10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[_]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
52.4%
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12. TYPE OF REPORTING PERSON*
BD, IA
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CUSIP NO. 101541308
Item 1(a). Name of Issuer:
Boulder Total Return Fund, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
2344 SPRUCE STREET
SUITE A
BOULDER CO 80302
Item 2(a). Name of Person Filing:
Bank of America Corporation ("Bank of America")
Merrill Lynch, Pierce, Fenner & Smith, Incorporated ("MLPFS")
Item 2(b). Address of Principal Business Office, or if None, Residence:
The address of the principal business office of Bank of America is:
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
The address of the principal business office of MLPFS is:
4 World Financial Center
250 Vesey Street
New York, New York 10080.
Item 2(c). Citizenship:
See Item 4 of Cover Pages
Item 2(d). Title of Class of Securities:
Auction Rate Preferred
Item 2(e). CUSIP Numbers:
101541308
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)19) of the Exchange Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F)
(g) [X] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G)
(h) [_] A savings association as defined in Section 3(b) of the Federal
CUSIP No. 101541308
Deposit Insurance Act
(i) [_] A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
The number of shares reported herein represents combined holdings in multiple
series of auction rate preferred securities of the issuer, which are treated
herein as one class of securities in accordance with the Securities and Exchange
Commission's Auction Rate Securities Global Exemptive Relief no action letter
issued on September 22, 2008.
(a) Amount beneficially owned:
See Item 9 of Cover Pages
(b) Percent of class:
See Item 11 of Cover Pages
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of
See Items 5-8 of Cover Pages
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than 5
percent of the class of securities, check the following [ ]
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company.
With respect to the beneficial ownership of the reporting person, see
Items 5 through 11 of the cover pages to this Schedule 13G, which are
incorporated herein by reference.
Item 8. Identification and Classification of Members of the Group.
Not Applicable
CUSIP No. 101541308
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 10, 2009
Bank of America Corporation
By: /s/ Debra I. Cho
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Name: Debra I. Cho
Title: Senior Vice President
Merrill Lynch, Pierce, Fenner & Smith, Inc.
By: /s/ Pia K. Thompson
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Name: Pia K. Thompson
Title: Assistant Secretary
* Executed pursuant to a Power of Attorney, dated November 17, 1995, a copy
of which is attached hereto as Exhibit A.
Schedule 13G
Exhibit A
Power of Attorney
The undersigned, Merrill Lynch & Co., Inc. (the "Corporation"), a
corporation duly organized under the laws of Delaware, with its principal place
of business at World Financial Center, North Tower, 250 Vesey Street, New York,
New York 10281 does hereby make, constitute and appoint Richard B. Alsop,
Richard D. Kreuder, Andrea Lowenthal, Gregory T. Russo, or any individual from
time to time elected or appointed as secretary or an assistant secretary of the
Corporation, acting severally, each of whose address is Merrill Lynch & Co.,
Inc., World Financial Center, North Tower, 250 Vesey Street, New York, New York
10281, as its true and lawful attorneys-in-fact, for it and in its name, place
and stead (i) to execute on behalf of the Corporation and cause to be filed
and/or delivered, as required under Section 13(d) of the Securities Exchange Act
of 1934 (the "Act") and the regulations thereunder, any number, as appropriate,
of original, copies, or electronic filings of the Securities and Exchange
Commission Schedule 13D or Schedule 13G Beneficial Ownership Reports (together
with any amendments and joint filing agreements under Rule 13d-1(f)(1) of the
Act, as may be required thereto) to be filed and/or delivered with respect to
any equity security (as defined in Rule 13d-1(d) under the Act) beneficially
owned by the undersigned and which must be reported by the undersigned pursuant
to Section 13(d) of the Act and the regulations thereunder, (ii) to execute on
behalf of the Corporation and cause to be filed and/or delivered, any number, as
appropriate, of original, copies or electronic filings of any forms (including
without limitation), Securities and Exchange Commission Forms 3, 4 and 5)
required to be filed pursuant to Section 16(a) of the Act and the regulations
thereunder, and (iii) generally to take such other actions and perform such
other things necessary to effectuate the foregoing as fully in a all respects as
if the undersigned could do if personally present.
This Power of Attorney shall remain in effect until revoked, in writing, by
the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney,
this 17th day of November 1995.
MERRILL LYNCH & CO., INC.
By: /s/ David H. Komansky
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Name: David H. Komansky
Title: President and Chief Operating Officer