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) 444-5483
(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 25, 2008
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 Camelback Inn, 5402 East Lincoln Drive, Scottsdale, Arizona at 9:00 a.m.
Mountain Standard Time (local time), on April 25, 2008, 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); and
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 March
6, 2008 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 28, 2008.
By Order of the Board of Directors,
/s/ Stephanie Kelley
STEPHANIE KELLEY
Secretary
March 27, 2008
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
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 25, 2008
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 25, 2008, at 9:00 a.m.
Mountain Standard Time (local time), at the Camelback Inn, 5402 East Lincoln
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 28, 2008, 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 March 6, 2008
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, 2007, 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. State Street
Bank & Trust ("State Street") 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 25, 2008
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 auction market
preferred stock or "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.
Number of Shares Number of Shares Percentage
Name of Owner* 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.*** 788,334 793,543 6.4%
* 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, Resolution Plaza, 1029 West Third Street, Suite 400,
Anchorage, AK 99501.
** 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. 8 filed with the Securities and
Exchange Commission on January 18, 2008.
(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 Investment Company Act of 1940, as
amended). 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. Stewart
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, 12,289,253 shares or 99.60%
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 5,481152 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. 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
Directorships Held During the Past Five Years in Fund
Term Served, and Term Complex+
of Office Overseen by
Director
--------------------------------- ------------------------ ------------------------------------------------ -----------------
Independent Directors
Richard I. Barr Director of the Fund Retired. Director (since 2002), Boulder 4
since 1999. Chairman Growth & Income Fund, Inc.; Director (since
Chairman of the Board since 2001), First Financial Fund, Inc.; Director
2003. Current Nominee (since 2007), The Denali Fund Inc.
Age: 70 for a term to expire
at the 2009 annual
meeting.
Joel W. Looney, Director of the Fund Partner (since 1999), Financial Management 4
since 2001. Current Group, LLC (investment adviser); Director
Age: 46 Nominee for a term to (since 2002) and Chairman (since 2004),
expire at the 2009 Boulder Growth & Income Fund, Inc; Director
annual meeting. and Chairman (since 2003), First Financial
Fund, Inc.; Director and Chairman (since
2007), The Denali Fund Inc.
Dr. Dean L. Jacobson Director of the Fund Founder and President of Forensic Engineering, 4
since 2004. Current Inc. (engineering investigations); Professor
Age: 69 Nominee for a term to Emeritus (since 1997), Arizona State
expire at the 2009 University; Professor of Engineering (prior to
annual meeting. 1997), Arizona State University; Director
(since 2003), First Financial Fund, Inc.;
Director (since 2006), Boulder Growth & Income
Fund, Inc.; Director (since 2007), The Denali
Fund Inc.
--------------------------------- ------------------------ ------------------------------------------------ -----------------
Interested Directors**
--------------------------------- ------------------------ ------------------------------------------------ -----------------
Susan L. Ciciora Director of the Fund Trustee of the Brown Trust and the EH Trust; 4
since 2001. Current Director (since 1997), Horejsi Charitable
Age: 43 nominee for a term to Foundation, Inc. (private charitable
expire at the 2009 foundation); Director (since 2006), Boulder
annual meeting. Growth & Income Fund, Inc.; Director (since
2003), First Financial Fund, Inc.; Director
(since 2007), The Denali Fund Inc.
John S. Horejsi Director of the Fund Director (since 1997), Horejsi Charitable 4
since 2006. Current Foundation (private charitable foundation);
Age: 40 nominee for a term to Director (since 2004), Boulder Growth & Income
expire at the 2009 Fund, Inc.; Director (since 2006), First
annual meeting. Financial Fund, Inc.; Director (since 2007),
The Denali Fund Inc.
* 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 their 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., First Financial
Fund, Inc. and The Denali 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 27, 2007 (except for the Chief Compliance Officer, who was appointed by
the Board on August 3, 2007). 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 Principal Occupation(s) and Other Directorships held
Name, Address*, Age Term Served, and Term of During the Past Five Years
Office
------------------------------ -------------------------- ----------------------------------------------------------
Stephen C. Miller President of the Fund President of and General Counsel (since 1999), BIA;
since 1999. Director Manager (since 1999), Fund Administrative Services, LLC
Age: 55 from 1999 - 2004. Chief ("FAS"); Vice President (since 1999), SIA; Director
Compliance Officer from (2002-2004) and President (since 2002), Boulder Growth
2004 - 2007. Appointed & Income Fund, Inc.; Director (2003-2004) and President
annually. (since 2003), First Financial Fund, Inc.; President
(since 2007), The Denali Fund Inc.; Of Counsel (since
1991), Krassa & Miller, LLC.
Carl D. Johns Chief Financial Officer, Vice President and Treasurer (since 1999), BIA;
Chief Accounting Assistant Manager (since 1999), FAS; Vice President,
Age: 45 Officer, Vice President Treasurer, Chief Financial Officer and Chief Accounting
and Treasurer since Officer, Boulder Growth & Income Fund, Inc., since 2002,
1999. Appointed First Financial Fund, Inc., since 2003, and The Denali
annually. Fund Inc., since 2007.
Joel L. Terwilliger Chief Compliance Officer Associate General Counsel (since 2006) and Chief
since 2007. Appointed Compliance Officer (since 2007), BIA, SIA, FAS, Boulder
Age: 39 annually Growth & Income Fund, Inc., First Financial Fund, Inc.;
Chief Compliance Officer (since 2007), The Denali Fund
Inc.; Senior Associate/Managing Counsel (2002-2006),
Great-West Life & Annuity Insurance Company.
Stephanie J. Kelley Secretary since 2000. Secretary (since 2002), Boulder Growth & Income Fund,
Appointed annually. Inc.; Secretary (since 2003) First Financial Fund, Inc.,
Age: 51 Secretary (since 2007), The Denali Fund Inc.; Assistant
Secretary and Assistant Treasurer of various other entities
affiliated with the Horejsi family; employee (since 1999),
FAS.
Nicole L. Murphey Assistant Secretary Assistant Secretary (since 2002), Boulder Growth &
since 2000. Appointed Income Fund, Inc.; Assistant Secretary (since 2003),
Age: 31 annually. First Financial Fund, Inc.; Assistant Secretary (since
2007), The Denali Fund Inc.; employee (since 1999), FAS.
* Unless otherwise specified, the Officers' respective addresses are c/o
Boulder Total Return Fund, Inc., 2344 Spruce Street, Suite A, Boulder,
Colorado 80302.
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 $50,001 to $100,000 Over $100,000
Dean L. Jacobson $10,001 to $50,000 Over $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, 2007. 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
Name of Person and Position with the Compensation
Fund from the Fund Total Compensation from
Paid to the Fund and Fund Complex
Directors Paid to Directors
----------------------------------------- ------------------- ----------------------------
Richard I. Barr, Director and Chairman $31,000 $89,000
of the Board (4 funds)
Joel W. Looney, Director $29,000 $102,000
(4 funds)
Dr. Dean Jacobson, Director $27,000 $85,000
(4 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, 2007. 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, 2007 amounted to $87,000.
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 25, 2008 to add The Denali Fund Inc.
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 twice during the fiscal year
ended November 30, 2007.
In connection with the audited financial statements as of and for the
period ended November 30, 2007, included in the Fund's Annual Report for the
period ended November 30, 2007 (the "Annual Report"), at meetings held on
January 17, 2008 and January 25, 2008, 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 did not meet during the fiscal year ended November 30,
2007. 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 27, 2007 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 2009 annual meeting of
stockholders, the stockholder proposal must be received by the Fund no later
than November 14, 2008. 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. At its regularly scheduled Board meeting held on
January 25, 2008, the Audit Committee, consisting of those Directors who are not
"interested persons" (as defined in the 1940 Act), selected, and the Board
ratified, Deloitte & Touche LLP ("Deloitte") of Denver, Colorado as the Fund's
independent registered public accounting firm for the Fund's fiscal year ending
November 30, 2008. Deloitte served as independent accountants for the Fund's
fiscal years ending November 30, 2006 and November 30, 2007. 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 Deloitte for the Fund's fiscal
years ended November 30, 2006 and November 30, 2007.
Fiscal Year Ended Audit Fees Audit-Related Fees Tax Fees* All Other Fees
----------------- ---------- ------------------ --------- --------------
11/30/2006 $25,500 $0 $6,250 $0
11/30/2007 $25,500 $0 $6,875 $4,250+
* "Tax Fees" are those fees billed to the Fund by Deloitte in connection with
tax consulting services, including primarily the review of the Fund's
income tax returns, excise tax returns and Maryland property tax returns.
+ This fee pertains to those fees billed to the Fund by Deloitte 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 Deloitte billed
the Fund fees for the fiscal years ended November 30, 2006 and November 30, 2007
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, 2007,
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. For the twelve months ended November 30, 2007, 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.
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.
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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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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 Nicole L. Murphey, 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
Camelback Inn, 5402 East Lincoln Drive, Scottsdale, Arizona at 9:00 a.m.
Mountain Standard Time (local time), on April 25, 2008, 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 FOR____ WITHHOLD___ FOR ALL EXCEPT ___
1. S. Horejsi, and Dr. Dean L. Jacobson.
------------ ------------------------------------------------------------- ----------- ----------------- -------------------------
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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
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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 Nicole L.
Murphey, 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 Camelback Inn, 5402 East Lincoln Drive,
Scottsdale, Arizona at 9:00 a.m. Mountain Standard Time (local time), on April
25, 2008, 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 FOR____ WITHHOLD___ FOR ALL EXCEPT ___
Richard I. Barr.
------------ ------------------------------------------------------------- ----------- ----------------- -------------------------
--------------------------------------------------------------------------------
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:
-------------------------