UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BOULDER TOTAL RETURN FUND
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(NAME OF ISSUER)
COMMON STOCK
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(TITLE OF CLASS OF SECURITIES)
101541100
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(CUSIP NUMBER)
FEBRUARY 18, 2004
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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 persons 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 ("Act") 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.)
PAGE 1 OF 4
CUSIP NO. 101541100 SCHEDULE 13G PAGE 2 OF 4
(1) NAME AND IRS NUMBER OF REPORTING PERSONS
FINANCIAL & INVESTMENT MANAGEMENT GROUP, LTD. (#38-2562340)
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
A.............{ }
B.............{ }
(3) SEC USE ONLY
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
MICHIGAN
NUMBER OF SHARES OF:
(5) SOLE VOTING POWER
NONE
(6) SHARED VOTING POWER
477,844
(7) SOLE DISPOSITIVE POWER
NONE
(8) SHARED DISPOSITIVE POWER
477,844
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED
477,844 *SEE NOTE 1*
(10) CHECK IF AGGREGATE AMOUNT EXCEEDS CERTAIN SHARES
{ }
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.00%
(12) TYPE OF REPORTING PERSON
IA
(14) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO FILING
{X} RULE 13D-1(b)
{ } RULE 13D-1(c)
{ } RULE 13D-1(d)
CUSIP 101541100 SCHEDULE 13G PAGE 3 OF 4
ITEM 1 (A) NAME OF ISSUER
BOULDER TOTAL RETURN FUND
ITEM 1 (B) ADDRESS OF ISSUER
1680 38TH ST. SUITE 800
BOULDER, CO 80301
ITEM 2 (A) NAME OF PERSON FILING
FINANCIAL & INVESTMENT MANAGEMENT GROUP, LTD
ITEM 2 (B) ADDRESS OF PERSON FILING
111 CASS ST.
TRAVERSE CITY, MI. 49684
ITEM 2 (C) CITIZENSHIP
MICHIGAN
ITEM 2 (D) TITLE OF CLASS OF SECURITIES
COMMON STOCK
ITEM 2 (E) CUSIP NO.
101541100
ITEM 3 THIS STATEMENT IS BEING FILED BY AN INVESTMENT ADVISOR IN
ACCORDANCE WITH RULE 13D-1(B)(1)(ii)(E).
CUSIP 101541100 SCHEDULE 13G PAGE 4 OF 4
OWNERSHIP
ITEM 4 (A) AMOUNT BENEFICIALLY OWNED
477,844 * SEE NOTE 1 *
ITEM 4 (B) PERCENT OF CLASS
5.00%
ITEM 4 (C) NUMBER OF SHARES:
(i) SOLE POWER TO VOTE
NONE
(ii) SHARED POWER TO VOTE
477,844
(iii) SOLE POWER TO DISPOSE
NONE
(iv) SHARED POWER TO DISPOSE
477,844
** NOTE 1 **
FINANCIAL & INVESTMENT MANAGEMENT GROUP, LTD IS A
REGISTERED INVESTMENT ADVISOR, MANAGING INDIVIDUAL
CLIENT ACCOUNTS. ALL SHARES REPRESENTED IN THIS
REPORT ARE HELD IN ACCOUNTS OWNED BY THE CLIENTS
OF FINANCIAL & INVESTMENT MANAGEMENT GROUP, LTD.
BECAUSE OF THIS, FINANCIAL & INVESTMENT MANAGEMENT
GROUP, LTD DISCLAIMS BENEFICIAL OWNERSHIP.
ITEM (5) OWNERSHIP OF LESS THAN FIVE PERCENT
CHECK THE FOLLOWING BOX IF THE STATEMENT IS BEING FILED TO
NOTIFY THAT THE OWNERSHIP IS NOW LESS THAN FIVE PERCENT
{ }
ITEM (6) OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
ALL SHARES REPRESENTED IN THIS REPORT ARE OWNED BY ADVISORY
CLIENTS OF FINANCIAL & INVESTMENT MANAGEMENT GROUP, LTD
NONE OF WHICH, TO OUR KNOWLEDGE, OWNS FIVE PERCENT OR MORE
OF THE CLASS.
ITEM (7) IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
NOT APPLICABLE
ITEM (8) IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
NOT APPLICABLE
ITEM (9) NOTICE OF DISSOLUTION OF GROUP
NOT APPLICABLE
ITEM (10) CERTIFICATION
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or influecing
the control of the issuer of such securities and were not
acquired in the connection with or as a participant in any
transaction having such purposes or effect.
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 18, 2004
Paul H. Sutherland
President