SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:

[ X ]    Preliminary Proxy Statement
[   ]    Confidential, for Use of the Commission Only (as permitted by
         Rule 14a-6(e)(2))
[   ]    Definitive Proxy Statement
[   ]    Definitive Additional Materials
[   ]    Soliciting Material Pursuant to Sec. 240.14a-12

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


                   (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.
                                                     1680 38TH STREET, SUITE 800
                                                        BOULDER, COLORADO  80301


March [___], 2004



Dear Fellow Stockholder,

     You are cordially invited to attend the 2004 Annual Meeting of Stockholders
of Boulder Total Return Fund,  Inc.,  which will be held on May 18, 2004 at 9:00
a.m.  local time, at the  Doubletree La Posada  Resort,  4949 E. Lincoln  Drive,
Scottsdale,  Arizona. Details of the business to be presented at the meeting can
be found in the accompanying Notice of Annual Meeting and Proxy Statement.

     This is a very important meeting at which a number of corporate  governance
initiatives  are being  proposed.  These  "Corporate  Governance  Proposals" are
described  in the  attached  Proxy  Statement.  Your  prompt  consideration  and
participation in voting on the various proposals is strongly encouraged.

     The  proposals are intended to implement a number of what might be referred
to  as  "shareholder-friendly"  practices  in  the  corporate  governance  area.
Generally,  the  proposals  eliminate  or  modify a number  of  current  charter
provisions  that are often  viewed as  limiting  accountability  and  insulating
management  from  stockholders.  In  particular,  one of the proposals  seeks to
"declassify"  the Board of Directors so that each Director is elected  annually.
The  Board of  Directors  thinks it is  important  for  stockholders  to have an
enhanced  say in the  direction  of the Fund  and  believes  that the  Corporate
Governance Proposals effectively promote this goal.

     As Chairman of the Board, I encourage you to support each of the proposals.
After  careful  review by the  independent  directors,  the  Board of  Directors
unanimously  approved and has recommended to stockholders that they approve each
of the proposals.

     We hope you plan to attend the meeting. Your vote is important.  Whether or
not you are able to attend,  it is important  that your shares be represented at
the  Meeting.  Accordingly,  we ask that you  please  sign,  date and return the
enclosed  Proxy Card or vote via  telephone  or the  Internet  at your  earliest
convenience.

     On behalf of the Board of Directors  and the  management  of Boulder  Total
Return Fund, I extend our appreciation for your continued support.

Sincerely,


Richard I. Barr
Chairman of the Board



[GRAPHIC OMITTED]                                BOULDER TOTAL RETURN FUND, INC.
                                                     1680 38TH STREET, SUITE 800
                                                        BOULDER, COLORADO  80301

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                           To Be Held on May 18, 2004

To the Stockholders:

     Notice is  hereby  given  that the  Annual  Meeting  of  Stockholders  (the
"Meeting")  of  Boulder  Total  Return  Fund,  Inc.  (the  "Fund"),  a  Maryland
corporation,  will be held at the Doubletree La Posada  Resort,  4949 E. Lincoln
Drive, Scottsdale,  Arizona at 9:00 a.m. Mountain Standard Time (local time), on
May 18, 2004, to consider and vote on the following matters:

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

2.   An amendment to the Fund's charter (the  "Charter") to declassify the Board
     and provide for annual election of Directors (Proposal 2).

3.   An amendment to the Charter  providing that Directors shall be elected by a
     plurality of votes cast at a meeting at which a quorum is present (Proposal
     3).

4.   An amendment to the Charter  repealing a provision  stating that  Directors
     may be removed only by the affirmative  vote of the holders of at least 80%
     of the class of stock entitled to elect that Director (Proposal 4).

5.   An amendment to the Charter  providing that the Secretary of the Fund shall
     call a special stockholders meeting upon the written request of the holders
     of 25% of outstanding shares entitled to vote at the meeting (Proposal 5).

6.   An amendment to the Charter vesting in the  stockholders the power to amend
     or adopt  Bylaws by the  affirmative  vote of a majority of votes cast at a
     meeting at which a quorum is present  (Proposal  6).

7.   An  amendment  to the  Charter  prohibiting  the Fund from  opting into any
     provision of the Maryland Unsolicited Takeovers Act (Proposal 7).

8.   An amendment to the Charter  repealing  Article VII (Certain  Transactions)
     and  replacing  it with new  Article  VII  providing  that no (a)  business
     combination (e.g., mergers, consolidation,  share exchanges), (b) voluntary
     liquidation or dissolution,  (c) stockholder  proposal  regarding  specific
     investment decisions, (d) proposal to open-end the Fund, or (e) self tender
     for more than 25% of the Fund's shares in any twelve-month  period,  may be
     effected without the affirmative vote of the holders of at least two-thirds
     of outstanding shares entitled to be cast on the matter (Proposal 8).

9.   An amendment to the Charter to establish the maximum number of Directors at
     five (5) (Proposal 9).

10.  An amendment to the Charter  providing  that, upon redemption of all of the
     Fund's  shares of preferred  stock,  including the Fund's  Taxable  Auction
     Market Preferred Stock, the term of the Directors elected by the holders of
     the Fund's preferred stock will automatically terminate (Proposal 10).

11.  An  amendment to the Charter  repealing a provision  that  requires,  under
     certain  circumstances,  certain  amendments to various other provisions of
     the  Charter to be approved by the holders of at least 80% of the shares of
     the Fund's Common Stock and Preferred  Stock,  voting  together as a single
     class,  and  80% of  the  shares  of the  Fund's  Preferred  Stock,  voting
     separately (Proposal 11).

12.  A proposal to amend and restate the Charter, the implementation of which is
     contingent on the approval of Proposals 2 through 11 (Proposal 12).

13.  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 April
2, 2004 as the record date for the  determination  of  stockholders  of the Fund
entitled to notice of and to vote at the Annual Meeting.


                                     By Order of the Board of Directors,

                                     /s/ Stephanie Kelley

                                     STEPHANIE KELLEY
                                     Secretary
March _, 2004



--------------------------------------------------------------------------------
    STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE ANNUAL MEETING ARE REQUESTED
  TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD. 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.
                                                     1680 38TH STREET, SUITE 800
                                                        BOULDER, COLORADO  80301

             QUESTIONS & ANSWERS REGARDING THE MEETING AND PROPOSALS


Question 1: What is the purpose of the Annual Meeting?

Answer:  At the Meeting  stockholders  will be asked to vote on the  election of
directors and a number of corporate governance proposals embodied in Proposals 2
through 11 (the "Corporate Governance Proposals"), all of which involve amending
the Charter. In particular,  Proposal 2 recommends that stockholders  approve an
amendment to the Charter to  declassify  the Board such that the election of all
Directors will be held annually. If approved, the declassification will apply to
the elections held at this Meeting.

Question 2: Who is being nominated for election at the Meeting?

Answer:  On the assumption  that Proposal 2 (regarding  declassification  of the
Board) will be approved at the Meeting,  the Board has  nominated  the following
five incumbent Directors, each to serve a one-year term until the annual meeting
in 2005 and until their  successors  are duly  elected and  qualify:  Richard I.
Barr, Joel W. Looney, Alfred G. Aldridge,  Jr., Susan L. Ciciora, and Stephen C.
Miller.  In this case,  the holders of Common Stock will elect three of the five
directors  standing for  election and the holders of Preferred  Stock will elect
the remaining two  directors.  Ms.  Ciciora and Mr. Barr are being  nominated to
represent  the interests of the holders of the  Preferred  Stock (i.e.,  Taxable
Auction  Market  Preferred  Stock or  "AMPs").  If  stockholders  do not approve
Proposal 2, the Board has nominated Joel W. Looney and Susan L. Ciciora to serve
for a three-year term expiring in 2007.

Question 3: Why is the Board recommending these Corporate Governance Proposals?

Answer:  The  Board's  recommendation  to  declassify  and to  effect  the other
Corporate Governance Proposals is part of an ongoing corporate governance review
and  initiative and in keeping with the Board's goal of ensuring that the Fund's
corporate  governance  policies maximize Board and management  accountability to
stockholders.  The Board  believes  that  corporate  power in America has subtly
shifted from the hands of  owners/stockholders  to those of boards and managers.
The  Board   believes  that  this  power  should  be   rightfully   returned  to
stockholders.  The  Corporate  Governance  Proposals  seek  to  accomplish  this
return-of-power  by giving back to stockholders  the ability to effect or have a
voice in effecting certain fundamental corporate changes. The Fund would support
these same corporate governance  initiatives in any company in which it seeks to
invest  as they  are  simply  sound  policies.  Notably,  most of the  Corporate
Governance Proposals are contained in the Fund's proxy voting guidelines.  Thus,
if we are going to "practice what we preach",  the Fund should  similarly  adopt
the governance  proposals it expects of other companies.  At the end of the day,
the Board believes all stockholders  will benefit long-term by returning control
of the Fund back to the owners and that the Fund's value and  performance may be
enhanced thereby.

Question 4: What is meant by "Declassify the Board" under Proposal 2?

Answer: A "classified" or "staggered"  board is divided into several classes and
directors  of only one class are  elected  each  year.  Currently,  the Board is
classified  into three  separate  classes and staggered  such that each Director
stands  for  election  every 3 years  rather  than  annually.  Proposal  2 would
"declassify" the Board so that each Director will stand for election every year.
If Proposal 2 is  approved  by  stockholders,  the  "declassifying"  will become
effective at this Meeting such that all of the Directors will stand for election
at this Meeting and annually thereafter.  By declassifying the Board,  directors
become removable by stockholders without cause under Maryland law.

Question 5: Why is the Board recommending declassification?

Answer:  The  election of  Directors is the primary  means for  stockholders  to
exercise  influence  over the Fund and its  policies.  Your Board  believes that
classified boards have the effect of reducing the accountability of directors to
a company's stockholders. A classified board prevents stockholders from electing
all  directors on an annual  basis and may  discourage  proxy  contests in which
stockholders  have an  opportunity  to vote for a competing  slate of  nominees.
While classified boards are viewed by many companies as increasing the long-term
stability and continuity of a board, the Board believes that long-term stability
and  continuity  should  result  from the annual  election of  Directors,  which
provides  stockholders  with the opportunity to evaluate  Director  performance,
both individually and collectively, on an annual basis.




Question 6: How do Proposal 2 and other Corporate  Governance  Proposals benefit
or  otherwise  affect  the Fund's  current  control  group  (i.e.,  the  Horejsi
Affiliates)?

Answer:  The Horejsi  Affiliates  (defined  below)  currently  own an  effective
controlling  interest in the Fund (see "Security Ownership of Certain Beneficial
Owners"  in the  Proxy  Statement).  Horejsi  Affiliates  also own the  Advisers
(defined  below) and  Administrator  (defined  below).  Under  Proposal  2, if a
large-block  stockholder is able to significantly  influence elections,  and all
Board members are up for election  annually  (i.e., a declassified  board),  the
Horejsi  Affiliates  would  likely be able to effect a change  of  control  with
respect to the  entire  Board in a single  election  whereas  under the  current
classified structure, such a change would take two years. Similarly,  several of
the Corporate  Governance  Proposals either grant  stockholders  voting power or
decrease  the voting  requirement  necessary  for  stockholders  to take certain
actions (e.g.,  Proposal 5 would give stockholders the power to compel a special
stockholder  meeting  with 25% of  outstanding  shares and Proposal 6 would give
stockholders  the  power  to amend  the  Fund's  Bylaws).  Because  the  Horejsi
Affiliates own a large block of the Fund's shares,  if the Corporate  Governance
Proposals are approved,  the  Affiliates  will have greater  influence  over the
adoption or failure of certain corporate actions requiring  stockholder vote. In
particular,  the Horejsi  Affiliates  would have the ability to compel a special
meeting  without the  support of other  non-Horejsi  stockholders.  Nonetheless,
since most of the other actions under the Corporate  Governance  Proposals would
require the support of either a majority or two-thirds of outstanding shares for
a future change,  although the Horejsi Affiliates could significantly  influence
adoption of future proposals, assuming the Horejsi Affiliates maintain effective
control,  it would remain difficult to accomplish without first soliciting Board
approval and non-Horejsi support. In these instances, where an action requires a
majority or two-thirds  voting  approval,  the Horejsi  Affiliates  will have an
actual or effective  veto,  again  assuming  that they  maintain  their  current
shareholdings.  It should be noted that,  even in the  absence of  adopting  the
Corporate Governance Proposals,  the Horejsi Affiliates already have significant
influence  over the  election of Board  members  and the  adoption or failure of
certain corporate actions requiring a stockholder vote.

Question  7:  How do the  Horejsi  Affiliates  intend  to vote on the  Corporate
Governance Proposals?

Answer:  The  Horejsi  Affiliates  intend  to vote in  favor  of each  Proposal,
including each Corporate Governance Proposal.

Question 8: What does it mean that Directors are elected by a plurality of votes
cast (Proposal 3)?

Answer: Election by a "plurality of votes cast" simply means that in an election
where there are more candidates  than there are vacancies to be filled,  so long
as a quorum is present,  the person  receiving the most votes wins.  Most public
office elections are determined by a "plurality".

Question 9: Why is the Board recommending  reducing to 25% the percentage of the
Fund's  outstanding  shares required to compel a special meeting of stockholders
to be held (Proposal 5)?

Answer:  Presently,  under the Fund's  Bylaws,  stockholders  cannot  compel the
Fund's Secretary to call a special meeting unless a written request is submitted
by the  holders of a majority  of  outstanding  shares  entitled  to vote at the
meeting.  This ownership  threshold  restricts a  stockholder's  right to call a
meeting.  Proposal 5 would amend the Charter to reduce the percentage  ownership
level from a "majority" to 25% of outstanding  shares, thus making the potential
for a  stockholder  or group of  stockholders  to call a  special  meeting  more
realistic and useful.

Question 10: Why is the Board recommending that the Charter be amended to permit
stockholders to amend the Fund's Bylaws (Proposal 6)?

Answer:  The Board  believes that all  stockholders  benefit if they have better
access and more  influence in the Fund's  governance.  The Fund's Bylaws contain
important  policies  affecting the  day-to-day  management of the Fund which the
Board  believes   stockholders   should  have  a  voice  in  establishing.   The
stockholders do not currently have the authority to amend the Fund's Bylaws.  If
approved,  Proposal 6 would  amend the Charter to vest in the  stockholders  the
power to make, alter, amend or repeal Bylaws and ensure that, if stockholders do
make a change,  that the  Directors  will not be able to override or modify what
the stockholders have decided upon.

Question 11: What is the  Maryland  Unsolicited  Takeovers  Act and why does the
Board  recommend  that  the  Fund be  prohibited  from  becoming  subject  to it
(Proposal 7)?



Answer:  The Maryland  Unsolicited  Takeovers Act ("MUTA") is a Maryland statute
pursuant to which the Board, among other things, could effect one or more of the
following actions:  classify the Board, place super-majority voting requirements
on  removal of  Directors  and  require a request  by  holders of a majority  of
outstanding shares to compel a special stockholders  meeting. The Board believes
MUTA only serves to lessen the stockholders' influence over a board and thus has
the potential to diminish a board's responsiveness and accountability. The Board
believes  that  amending  the Charter to prohibit the Fund from opting into MUTA
without  prior  approval  by  stockholders   enhances  the   responsiveness  and
accountability of the Board.

Question  12: Why is the Board  recommending  amending  the Charter to alter the
stockholder  vote  necessary  to  effect  "business   combinations"   and  other
extraordinary corporate actions (Proposal 8)?

Answer:  Proposal  8 would  amend the  Charter to change  the  stockholder  vote
requirement  to  approve  extraordinary   corporate  actions  such  as  business
combinations (e.g., mergers, consolidations,  share exchanges),  open-ending the
Fund, liquidation,  specific investment decisions, and certain self tenders. The
Board believes that most of the Fund's stockholders seek the long-term stability
and certainty offered by the closed-end investment company structure.  The Board
believes that adopting this Proposal will assure that stockholder proposals that
could dramatically  change the structure,  operations or investments of the Fund
are not implemented except where there is widespread  stockholder  support.  The
actions of arbitrageurs,  who often have short-term goals at odds with long-term
stockholders,  can  increase  Fund  expenses  if the Fund is forced  to  address
proposals to permit stockholders to effect extraordinary  actions.  Adopting the
proposed change may avoid such expenses.

Question 13: How does the Board recommend that  stockholders vote on the various
proposals?

Answer:  If no  instructions  are indicated on your proxy,  the  representatives
holding proxies will vote in accordance with the  recommendations  of the Board.
The  Board,  including  all  of  the  Independent  Directors,   has  unanimously
recommended that stockholders vote FOR all of the Proposals.

Question 14: Are other  technical  amendments  contemplated  under the Corporate
Governance Proposals?

Answer:  Yes.  The Board has  recommended  Proposal  12 to amend and restate the
Charter. The purpose of this Proposal is to consolidate into one document all of
the provisions of the Charter (including amendments approved at the Meeting) and
to make technical  amendments in the event that the other  Corporate  Governance
Proposals  are approved.  If Proposals 2 through 12 are approved,  the Fund will
file with the State Department of Assessments and Taxation of Maryland  ("SDAT")
Articles  of  Amendment  and  Restatement  attached to this Proxy  Statement  as
Exhibit A (the "Articles of Amendment and Restatement").

Question 15: What happens if certain Corporate Governance Proposals are approved
by stockholders and others are not?

Answer:  If  certain of the  Corporate  Governance  Proposals  are  approved  by
stockholders  and others are not,  the Fund will not  implement  Proposal 12 and
will not file the Articles of Amendment and Restatement.  Instead, the Fund will
file Articles of Amendment  with the SDAT that will contain only the  amendments
of the Charter approved by stockholders at the Meeting.

Question 16: Who is entitled to vote?

Answer:  Stockholders  of record at the close of  business on April 2, 2004 (the
"Record Date") are entitled to notice of and to vote at the Meeting. Each of the
shares  outstanding  on the Record  Date is  entitled to one vote on each of the
Proposals.  As  explained  more  fully in the Proxy  Statement,  if  Proposal  2
(Declassification of the Board) is approved at the Meeting,  then the holders of
the  Common  Stock  will be  entitled  to vote for  three of the five  Directors
standing for election and the holders of the Preferred Stock will be entitled to
vote for the remaining two  Directors  standing for election at the Meeting.  If
Proposal 2 is not approved at the Meeting, only the holders of Common Stock will
be entitled to vote for the two Directors standing for election.

Question 17: What is the required quorum for the Meeting?

Answer:  The  holders  of at least a  majority  of the  outstanding  common  and
preferred  shares must be  represented  at the  Meeting,  either in person or by
proxy,  in order to constitute a quorum  permitting  business to be conducted at
the  Meeting.  If  you  have  completed,   executed  and  returned  valid  proxy
instructions  (in  writing,  by phone or by  Internet) or attend the Meeting and
vote in person,  your shares will be counted for purposes of determining whether
there  is a  quorum,  even if you  abstain  from  voting  on any or all  matters
introduced at the Meeting.




Question 18: How do I vote?

Answer:  Your  vote is very  important.  Stockholders  can vote in person at the
Meeting or authorize proxies to cast their votes ("proxy voting") by proxy. Most
stockholders   will  have  a  choice  of  proxy  voting  over  the  Internet  at
http://www.proxyvote.com, by using a toll-free telephone number or by completing
a Proxy Card and mailing it in the postage-paid envelope provided.  Please refer
to your Proxy Card or the  information  forwarded by your bank,  broker or other
nominee to see which options are available to you. If you proxy vote by Internet
or  telephone,  you do NOT need to return your Proxy Card. If you vote by proxy,
the  individuals  named on the Proxy Card as proxy holders will vote your shares
in accordance with your instructions. You may specify whether your shares should
be voted for all,  some or none of the  nominees  for  director and whether your
shares  should be voted for or against  the other  proposals.  If you execute an
otherwise valid proxy but do not provide voting instructions,  the persons named
as proxies will cast your votes FOR all of the Proposals.

Question 19: Can I revoke or change my proxy?

Answer:  Yes. You may change or revoke your proxy at any time before the Meeting
by timely  delivery of a properly  executed,  later-dated  proxy  (including  an
Internet or phone vote), by sending a written revocation to the Secretary of the
Fund at the Fund's address listed on the accompanying  Notice of Meeting,  or by
attending  and voting in person at the Meeting.  The powers of the proxy holders
will be  suspended  with  respect to your  shares if you  attend the  meeting in
person and so request, but attendance at the Meeting will not by itself revoke a
previously granted proxy.





[GRAPHIC OMITTED]                                BOULDER TOTAL RETURN FUND, INC.
                                                     1680 38TH STREET, SUITE 800
                                                        BOULDER, COLORADO  80301

                         ANNUAL MEETING OF STOCKHOLDERS
                                  May 18, 2004


                                 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  Tuesday,  May 18,  2004,  at 9:00  a.m.
Mountain Standard Time (local time), at the Doubletree La Posada Resort, 4949 E.
Lincoln Drive,  Scottsdale,  Arizona,  and at any  adjournments or postponements
thereof (the  "Meeting").  A Notice of Annual Meeting of Stockholders  and Proxy
Card for the Fund accompany this Proxy Statement.  Proxy  solicitations  will be
made,  beginning on or about  [March __],  2004,  primarily  by mail,  but proxy
solicitations may also be made by telephone, by Internet on the Fund's web site,
telegraph  or  personal  interviews  conducted  by officers of the Fund and PFPC
Inc.,  the transfer  agent and  co-administrator  of the Fund,  and by MacKenzie
Partners,  Inc.  ("MacKenzie"),  the Fund's proxy solicitor.  MacKenzie's fee to
assist in the  solicitation  of  proxies is  estimated  to be  [$________]  plus
expenses.  The costs 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 April 2, 2004 as the record
date (the "Record Date") for  determination  of stockholders  entitled to notice
and to vote at the Meeting.

     The Annual Report of the Fund,  including audited financial  statements for
the fiscal  year ended  November  30,  2003,  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., 1680 38th Street, Suite 800, Boulder,
Colorado 80301, and Stewart Investment  Advisers,  Bellerive,  Queen Street, St.
Peter,  Barbados,  currently serve as  co-investment  advisers to the Fund. PFPC
Inc. acts as the transfer agent and  co-administrator to the Fund and is located
at 4400 Computer Drive,  Westborough,  Massachusetts  01581. Fund Administrative
Services,  L.L.C. ("FAS"), serves as co-administrator to the Fund and is located
at 1680 38th Street, Suite 800, Boulder, Colorado 80301.

     If the enclosed proxy is properly  executed and returned by May 18, 2004 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,  FOR each of the other Proposals and, in
the discretion of the proxy holders, 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 of the Fund as of the close of business on the Record Date. If a proposal
is to be voted  upon by only one class of the  Fund's  shares,  a quorum of that
class of shares must be present at the  Meeting in order for the  proposal to be
considered.  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 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"), 1000 shares of which have been designated as Taxable Auction
Market  Preferred Stock (the "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
              -----------                               -----------
              12,347,960                                    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  (1)(3)                          16,980               5,382,982                  43.59%
Stewart R. Horejsi Trust No. 2 (4)                           0               5,382,982                  43.59%
Ernest Horejsi Trust  No. 1B (1)                     3,413,138               3,413,138                  27.64%
Lola Brown Trust No. 1B (1)                          1,370,515               1,370,515                  11.10%
Evergreen Atlantic LLC (1)                             343,748                 343,748                   2.78%
Stewart West Indies Trust (1)(2)                       104,627                 255,876                   2.07%
Susan L. Ciciora Trust (1)(2)                           72,176                 175,300                   1.42%
John S. Horejsi Trust (1)(2)                            36,100                  87,662                   0.71%
Evergreen Trust (1)(2)                                  25,698                  63,510                   0.51%

                                            ------------------------ -------------------------- ----------------------
Aggregate Shares Owned by Horejsi                    5,382,982               5,382,982                  43.59%
Affiliates (defined below) **
------------------------------------------- ------------------------ -------------------------- ----------------------
Alter Asset Management, Inc.***                      1,276,754               1,276,754                  10.34%



*    The  address of  Evergreen  Atlantic  LLC is 1680 38th  Street,  Suite 800,
     Boulder,  Colorado  80301.  The address of each other  listed  owner is c/o
     Badlands Trust Company, POB 801, 614 Broadway, Yankton, South Dakota 57078.

**   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  filed  with the  Securities  and  Exchange
     Commission on February 10, 2004.

(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  ("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 (the "1940 Act")).  EALLC, the Evergreen Trust,  John Trust,  Susan
     Trust, SWI Trust, the Brown Trust, the EH Trust and Badlands (collectively,
     the "Horejsi Affiliates") directly own the shares indicated for such entity
     in the table above,  totaling 5,382,982 (43.59%).  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 in the table includes  shares held
     directly by Badlands  (see Footnote No. 1) and 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 trust company organized under the laws of South Dakota, which
     is wholly owned by the SRH Trust,  an  irrevocable  trust  organized by Mr.
     Stewart Horejsi for the benefit of his issue. The directors of Badlands are
     Larry Dunlap,  Stephen C. Miller, Robert Ciciora, who is the brother of Mr.
     Horejsi's  son-in-law  (John  Ciciora),  Gail G.  Gubbels  and Marty  Jans.
     Badlands and its directors  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,  Robert Ciciora 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 above table and accompanying
footnotes 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, 12,276,233 shares or 99.42%
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  5,412,617  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 of the Fund,  representing  43.83 % 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 the Board is divided into three  classes,  each
class having a term of three years.  Each year the term of one class expires and
the  individuals  elected to such class serve for a three-year  term until their
successors  are duly  elected  and  qualify.  The terms of two of the  Directors
(Susan L. Ciciora and Joel W. Looney, both Class I Directors of the Fund) expire
at the Meeting.

     As discussed in Proposal 2 below, this Proxy Statement  contains a proposal
to amend the Charter to  "declassify"  the Board and require annual  election of
all  Directors  beginning  at this  Meeting.  If  Proposal  2 is  approved,  the
Directors  whose terms would not otherwise  expire at the Meeting have agreed to
resign and stand for  reelection at this Meeting for one-year  terms expiring at
the annual meeting of stockholders in 2005.

     IF PROPOSAL 2 IS APPROVED.  If  stockholders  approve  Proposal 2 regarding
declassification  of the Board,  proxy  holders will propose and vote to adjourn
the  Meeting for a short time in order for the  amendments  to the Charter to be
filed  with the  State  Department  of  Assessments  and  Taxation  of  Maryland
("SDAT").  Once the proper  amending  documents  are filed,  the Meeting will be
reconvened and the following  five incumbent  Directors will stand for election,
each for a  one-year  term and  until  their  successors  are duly  elected  and
qualify:  Richard I. Barr,  Joel W. Looney,  Alfred G.  Aldridge,  Jr., Susan L.
Ciciora and Stephen C. Miller.



     If  Proposal 2 is  approved,  holders of the AMPs will be entitled to elect
two of the five director positions. Under Charter provisions governing the AMPs,
holders  of the  AMPs,  voting  as a single  class,  are  entitled  to elect two
Directors (except in limited  circumstances not present here) and holders of the
Common  Stock are entitled to elect the  remaining  Directors.  If  stockholders
approve  Proposal 2, Mr. Barr and Ms.  Ciciora have been  nominated to represent
holders of the AMPs.  If  stockholders  do not approve  Proposal 2, then no AMPs
directors will be considered  for election at the Meeting.  A quorum of the AMPs
stockholders  must be present at the Meeting in order to consider and act on the
Proposal to elect Mr. Barr and Ms. Ciciora.

     IF PROPOSAL 2 IS NOT APPROVED.  If stockholders  do not approve  Proposal 2
regarding  declassification  of the  Board,  the  Board has  nominated  Susan L.
Ciciora and Joel W. Looney,  both Class I Directors of the Fund,  to serve for a
three-year  term to expire at the Fund's annual  meeting in 2007 and until their
successors are duly elected and qualify.

     Richard I. Barr and Stephen C. Miller, Class II Directors of the Fund, were
elected on April 26,  2002 for  three-year  terms to expire at the  Fund's  2005
annual meeting of stockholders  and until their  successors are duly elected and
qualify: Alfred G. Aldridge, Jr., Class III Director of the Fund, was elected on
April 22, 2003 for a three-year term to expire at the Fund's 2006 annual meeting
of  stockholders  and  until  his  successor  is  duly  elected  and  qualified.
Currently,  Messrs. Barr and Aldridge represent the AMPs stockholders and, since
their terms are not  scheduled  to expire until 2005 and 2006  respectively,  if
Proposal 2 does not pass, no AMPs directors will be considered for election.

     Thus, in summary, if Proposal 2 is approved,  only the Common Stock holders
are entitled to vote on the election of Messrs. Looney,  Aldridge and Miller and
only the AMPs  holders are  entitled to vote on the election of Mr. Barr and Ms.
Ciciora. If Proposal 2 is not approved,  because no AMPs Directors are otherwise
being considered for election at the Meeting, only the Common Stock stockholders
are entitled to vote.

     The above  nominees have  consented to serve as Directors if elected at the
Meeting  either for  three-year  or one-year  terms,  as the case may be. 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.

     INFORMATION ABOUT DIRECTORS AND OFFICERS.  Set forth in the following table
is information about the nominees for election to the Board of Directors, all of
whom are currently Directors of the Fund:



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

                                                                                                                   Number of
                                                                                                                 Funds in Fund
      Name, Address*, Age           Position, Length of      Principal Occupation(s) and Other Directorships        Complex
                                   Term Served, and Term                          held                            Overseen by
                                         of Office                     During the Past Five Years                  Director
--------------------------------- ------------------------ ---------------------------------------------------- ----------------
Independent Directors
--------------------------------- ------------------------ ---------------------------------------------------- ----------------
                                                                                                              
Alfred G. Aldridge, Jr.           Director of the Fund     Retired; from 1982-2002,  Sales Manager of Shamrock         2
Brig. Gen. (Retired)              since 1999. Current      Foods Company;  Director of the Fiesta Bowl, Tempe,
Cal. Air National Guard           term to expire at the    AZ since 1997;  Director,  Boulder  Growth & Income
Age: 66                           2006 annual meeting,     Fund, Inc., since 2002; Director Maricopa Youth
                                  unless Proposal 2 is     Assistance Foundation, Phoenix, AZ since 2004.
                                  approved.

Richard I. Barr                   Director of the Fund     Retired;  from  1963-2001,   Manager  of  Advantage         3
Age:  65                          since 1999.  Chairman    Sales and Marketing, Inc; Director,  Boulder Growth
                                  of the Board since       & Income Fund,  Inc., since 2002;  Director,  First
                                  2003. Current term to    Financial Fund, Inc., since 2001.
                                  expire at the 2005
                                  annual meeting,
                                  unless Proposal 2 is
                                  approved.

Joel W. Looney                    Director of the Fund     Partner,  Financial  Management  Group,  LLC  since         3
Age:  42                          since 2001. Current      July 1999;  CFO,  Bethany  College from 1995 -1999;
                                  term to expire at the    Director,  Boulder  Growth  &  Income  Fund,  Inc.,
                                  2004 annual meeting.     since  January  2002;  Director and Chairman of the
                                                           Board,  First  Financial  Fund,  Inc.  since August
                                                           2003.


--------------------------------- ------------------------ ---------------------------------------------------- ----------------
Interested Directors**
--------------------------------- ------------------------ ---------------------------------------------------- ----------------
Susan L. Ciciora                  Director of the Fund     Owner,  Superior  Interiors  (interior  design  for         3
Age: 40                           since 2001.  Current     custom  homes)  since  1995;  Corporate  Secretary,
                                  term to expire at the    Ciciora Custom  Builders,  LLC since 1995;  Trustee
                                  2007 annual meeting,     of the  Brown  Trust  and the EH  Trust;  Director,
                                  unless Proposal 2 is     Boulder Growth & Income Fund,  Inc., since January,
                                  approved.                2002;  Director,  First  Financial Fund, Inc. since
                                  August 2003.

Stephen C. Miller                 Director since 1999.     President  of  and  General   Counsel  for  Boulder         3
Age:  51                          President of the         Investment  Advisers,  LLC ("BIA");  Manager,  FAS;
                                  Fund. Current term to    Vice President of Stewart Investment Advisers ("SIA");
                                  expire at the 2005       Director, Chairman of the Board and President of Boulder
                                  annual meeting, unless   Growth & Income Fund, Inc., since 2002; Director
                                  Proposal 2 is            and President, First Financial Fund, Inc. since
                                  approved.                August  2003;   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.



* Unless  otherwise  specified,  the  Directors'  respective  addresses  are c/o
Boulder Total Return Fund, Inc., 1680 38th Street, Suite 800, Boulder,  Colorado
80301.

** Mr. Miller is an "interested person" because he is an officer of BIA and SIA,
the Fund's investment advisers.  Mr. Miller is also a officer of FAS, the Fund's
co-administrator.  Ms.  Ciciora  is an  "interested  person"  as a result of the
extent of her beneficial  ownership of Fund shares and by virtue of her indirect
beneficial ownership of BIA and FAS.



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

     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 (other than Mr. Miller, who
is described  above) are listed in the table below.  Each officer was elected to
office by the Board at a meeting held on April 22,  2003.  This table also shows
certain  additional  information.  Each  officer  will hold such office  until a
successor has been elected by the Board of Directors of the Fund.



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

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

------------------------------ -------------------------- ----------------------------------------------------------
                                                    
Carl D. Johns                  Chief Financial Officer,   Vice   President  and  Treasurer  of  BIA  and  Assistant
1680 38th Street,              Chief Accounting           Manager  of  FAS,  since  April,  1999;  Chief  Financial
Suite 800                      Officer, Vice President    Officer and Chief  Accounting  Officer,  Vice  President,
Boulder, CO 80301              and Treasurer since        and Treasurer  Boulder Growth & Income Fund,  Inc., since
Age: 41                        1999.  Appointed           2002 and First Financial Fund, Inc. since 2003.
                               annually.

Stephanie Kelley               Secretary since 2000.      Secretary,  Boulder  Growth & Income  Fund,  Inc.,  since
1680 38th Street,              Appointed annually.        2002  and  First   Financial   Fund,   Inc.  since  2003;
Suite 800                                                 Assistant  Secretary and  Assistant  Treasurer of various
Boulder, CO 80301                                         Horejsi Affiliates; employee of FAS since March 1999.
Age:  47




     Set forth in the  following  table are the  nominees  for  election  to the
Board, assuming Proposal 2 is approved (all of whom are current Directors of the
Fund),   together  with  the  dollar  range  of  the  Fund's  equity  securities
beneficially  owned  by each  Director  as of the  Record  Date,  as well as the
aggregate  dollar  range of equity  securities  in all funds  overseen  or to be
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
       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
-------------------------------------- -------------------------------- ---------------------------------
Independent Directors and Nominee
-------------------------------------- -------------------------------- ---------------------------------
                                                                         
Alfred G. Aldridge, Jr.                      $10,001 to $50,000                $10,001 to $50,000
Richard I. Barr                                 Over $100,000                    Over $100,000
Joel W. Looney                               $50,001 to $100,000               $50,001 to $100,000

Interested Directors
-------------------------------------- -------------------------------- ---------------------------------

Susan L. Ciciora                               Over $100,000+                    Over $100,000
Stephen C. Miller                              Over $100,000++                   Over $100,000



+    3,413,138,  343,748  and  1,370,515  Shares  of the Fund are held by the EH
     Trust, EALLC, and Lola Brown Trust, respectively.  Accordingly, Ms. Ciciora
     may be deemed to have  indirect  beneficial  ownership of such Shares.  Ms.
     Ciciora disclaims all such beneficial ownership.  Ms. Ciciora directly owns
     6,267 shares of the Fund.

++   Mr. Miller  indirectly  owns and controls  2,797 shares of the Fund through
     his  membership  in Erma Miller,  LLC. Mr.  Miller is also a (i) trustee of
     Evergreen Trust and (ii) director and officer of Badlands Trust Company. By
     virtue  of such  relationships,  Mr.  Miller  may be  deemed  to share  the
     indirect power to vote and direct the  disposition  of the Shares  directly
     and  beneficially  held by Evergreen Trust and Badlands Trust Company.  Mr.
     Miller disclaims beneficial ownership of such Shares.



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

     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, 2003. 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.  Directors receive  reimbursement
for travel and other  out-of-pocket  expenses  incurred in connection with Board
meetings.




          Name of Person and                 Aggregate Compensation         Total Compensation from the Fund
        Position with the Fund            from the Fund Paid to Directors  and Fund Complex Paid to Directors
--------------------------------------- ---------------------------------- ---------------------------------
                                                                           
Alfred G. Aldridge, Jr., Director       $23,254                            $ 37,784 (2 funds)
Richard I. Barr, Director               $24,254                            $ 45,963 (3 funds)
Joel W. Looney, Director                $24,254                            $ 45,784 (3 funds)
Susan L. Ciciora, Director              $0                                 $0
Stephen C. Miller, President of the     $0                                 $0
Fund and Director




     Prior  to  October  15,  2003,  each  Director  of the  Fund  who was not a
director,  officer  or  employee  of  one  of the  Advisers,  or  any  of  their
affiliates,  received a fee of $6,000 per annum plus  $4,000 for each  in-person
meeting,  and $500 for each  telephone  meeting.  As of October 15,  2003,  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 ($5,000 for the independent  Chairman) for each in person  meeting,  $500
for each Audit Committee  meeting  ($1,000 for the  independent  Chairman of the
Audit  Committee)  and $500 for  each  telephonic  meeting  of the  Board.  Each
Director  of the  Fund is  reimbursed  for  travel  and  out-of-pocket  expenses
associated with attending Board and Committee  meetings.  The Board of Directors
of the Fund held five meetings  during the fiscal year ended  November 30, 2003.
Each Director  currently  serving in such capacity  attended at least 75% of the
meetings of Directors and any  Committee of which he is a member.  The aggregate
remuneration  paid to the  Directors  of the Fund for acting as such  during the
fiscal year ended November 30, 2003 amounted to $71,762.



                      COMMITTEES OF THE BOARD OF DIRECTORS

     AUDIT  COMMITTEE;  REPORT OF AUDIT  COMMITTEE.  The  purposes  of the Audit
Committee are 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 21, 2000 and most
recently amended the Audit Committee  Charter on January 23, 2004. A copy of the
Audit Committee  Charter is attached hereto as Exhibit B. The Audit Committee is
composed  entirely of the Fund's  independent  Directors,  consisting of Messrs.
Barr, Looney and Aldridge. Each member of the Audit Committee is independent, as
that term is defined by the NYSE Listing Standards.  The Audit Committee met two
times during the fiscal year ended November 30, 2003.

     In connection with the audited financial  statements as of and for the year
ended  November 30, 2003 included in the Fund's Annual Report for the year ended
November 30, 2003 (the "Annual Report"),  at a meeting held on January 23, 2004,
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  for
accounting,  financial  management  or  internal  control.  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 of Directors of the Fund 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:

                  Joel W. Looney
                  Richard I. Barr
                  Alfred G. Aldridge, Jr.




     NOMINATING  COMMITTEE.  The Board of Directors  has a Nominating  Committee
consisting  of Messrs.  Barr,  Looney and  Aldridge,  which is  responsible  for
considering candidates for election to the Board of Directors of the Fund 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,
2003. 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
attended the April 22, 2003 Annual Meeting of Stockholders.

REQUIRED VOTE.

If Stockholders  Approve Proposal 2. If stockholders approve Proposal 2 and thus
declassify  the Board,  the election of Messrs.  Looney,  Aldridge and Miller 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; and 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.

If  Stockholders  Do Not  Approve  Proposal  2. If  stockholders  do not approve
Proposal 2, and thus the Board remains  classified,  the election of Ms. Ciciora
and Mr.  Looney as Class I Directors  of the Fund will  require the  affirmative
vote of a plurality  of the votes cast by the holders of the Common Stock at the
Meeting in person or by proxy on Proposal  1. There will be no AMPs  election at
this  Meeting  if  Proposal  2 is not  approved  by  stockholders  and the votes
received by AMPs holders will be disregarded.

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

                                   PROPOSAL 2

          AMENDMENT TO THE CHARTER TO DECLASSIFY THE BOARD AND PROVIDE
                        FOR ANNUAL ELECTION OF DIRECTORS

     The Charter currently provides that the Board is divided into three classes
with each class to be nearly as equal in number as  possible.  The Charter  also
provides that the three classes of Directors have staggered  terms,  so that the
term of only one class expires at each annual meeting of  stockholders  and each
class is  elected to a  three-year  term.  The Board  proposes  and  unanimously
recommends that  stockholders  approve an amendment to the Charter to declassify
the Board and provide for the annual  election of  Directors  beginning  at this
Meeting (the "Declassification  Proposal").  If the Declassification Proposal is
approved  by  stockholders,  because the  Charter  does not  provide  otherwise,
Directors thereafter may be removed by stockholders "without cause".

     If the stockholders  approve the Declassification  Proposal,  the Fund will
take action to  implement  declassification  by filing the  appropriate  charter
documents with the SDAT.



     If Proposal 2 is approved, Article VI, Section 2(a) of the Charter would be
repealed in its entirety and replaced with the following language:

     The Directors  shall be elected at each annual meeting of the  stockholders
     commencing  in 2004,  except as necessary to fill any  vacancies,  and each
     Director  elected  shall hold  office  until his or her  successor  is duly
     elected and qualifies,  or until his or her earlier resignation,  death, or
     removal.

Corresponding  amendments  will also be made to  Article  IX of the  Charter  to
repeal a  provision  that  requires a  supermajority  vote to amend  Article VI,
Section  (2),  unless the  proposed  amendment  is approved  by the  "Continuing
Directors"  (as  defined in the current  Charter).  If Proposal 2 is approved by
stockholders, any subsequent proposal to amend the Charter to classify the Board
would require the affirmative vote of a majority of all the votes entitled to be
cast on the matter. In addition,  the Fund's Bylaws contain  provisions that are
similar to  certain  of those in the  Charter  that are  proposed  to be changed
hereunder.  If the Charter is amended, the corresponding provision in the Bylaws
will be  amended  by the Board in a like  manner.  The  Board  also  intends  to
consider certain additional corporate  governance-related changes to the Bylaws,
including  modifying the provision  setting forth the prior notice  required for
stockholders  to  propose  matters  to be  considered  at a regular  or  special
meeting.

Purpose of the Amendment. The Board is submitting the Declassification  Proposal
to stockholders as part of its ongoing corporate  governance  initiatives and in
keeping with its goal of ensuring that the Fund's corporate  governance policies
maximize management accountability to stockholders. The election of Directors is
the primary means for  stockholders to exercise  influence over the Fund and its
policies.  Your Board believes that classified boards are often viewed as having
the effect of reducing the  accountability  and responsiveness of directors to a
company's  stockholders.  A classified board limits the power of stockholders to
elect all  directors on an annual  basis and may  discourage  proxy  contests in
which  stockholders  have  an  opportunity  to vote  for a  competing  slate  of
nominees.  Moreover,  accumulations of large stockholder positions are sometimes
followed by proxy contests. Declassifying the Board could therefore make it more
likely that an acquirer may precipitate  actions that would result in the Fund's
stockholders  receiving a premium over the Fund's then current  market price for
their shares. However, if the Declassification  Proposal is approved, the entire
Board could be removed in any single year, which could make it more difficult to
discourage  persons from engaging in proxy contests or otherwise seeking control
of the Fund on terms that the  then-incumbent  Board did not  believe are in the
best  interest of the Fund.  In addition,  classified  boards are viewed by many
companies as increasing  the long-term  stability and  continuity of a board and
the company it serves;  however, the Board believes that long-term stability and
continuity  should result from the annual election of Directors,  which provides
stockholders with the opportunity to evaluate the Directors'  performance,  both
individually and collectively, on an annual basis.

Effect of the Approval of the Amendment on Election of Directors.  As more fully
discussed above, if the Declassification  Proposal is approved, the Meeting will
be recessed briefly so that (i) the appropriate  charter  documents may be filed
with the SDAT, (ii) all of the Directors whose terms would not otherwise  expire
at the Meeting may resign and (iii) all of the  incumbent  Directors  will stand
for re-election.

Board Considerations  Regarding  Declassification and Other Corporate Governance
Proposals.  The Board first considered the  Declassification  Proposal and other
Corporate  Governance  Proposals at its regularly  scheduled  meeting in January
2004. At the January  meeting,  the Board held informal  meetings and a separate
executive  session  during  which  the  significant  aspects  of  the  Corporate
Governance  Proposals were discussed in detail. Also at the January meeting, the
Directors who are not  "interested  persons" of the Fund, as defined in the 1940
Act (the  "Independent  Directors")  met separately with Fund counsel as well as
counsel  for the  Independent  Directors  to  generally  discuss  the  Corporate
Governance  Proposals.  At that time, the Board  determined that it should defer
any action on the Corporate  Governance  Proposals  pending further analysis and
consideration.  Based on questions raised during the January meeting,  the Board
directed  management to prepare additional  materials and analysis to refine the
Corporate   Governance   Proposals  for  the  Board's   subsequent   review  and
consideration.  At a special  meeting of the Board held in  February  2004,  the
Board again met to discuss the  Corporate  Governance  Proposals and to consider
the supplementary analysis and materials prepared by management. The Independent
Directors met  separately  with Fund counsel,  the Fund's  Maryland  counsel and
counsel  for the  Independent  Directors  to discuss the  refined  proposal  and
supplementary  materials.  Again, at this meeting, the Board determined to defer
any  immediate  action on the  proposals  and  directed  management  to  prepare
additional  materials  including  specific language for amending the Charter for
each of the  Corporate  Governance  Proposals.  On March  17,  2004,  management
presented specific language and additional  requested  materials for each of the
Corporate  Governance  Proposals.  At this  meeting,  the Board,  including  the
Independent   Directors,   unanimously   resolved  to  recommend  the  Corporate
Governance Proposals,  including the Declassification  Proposal, for approval by
stockholders.



     In considering the Declassification Proposal, the Board recognized that the
Horejsi  Affiliates  own an  effective  controlling  interest  in the Fund  (see
"Security  Ownership  of Certain  Beneficial  Owners"  above) and a  controlling
interest  in the  Advisers  and  FAS.  The  Board  recognized  that,  because  a
large-block  stockholder is able to significantly  influence  elections,  if all
Board members were elected  annually (i.e., a declassified  board),  the Horejsi
Affiliates would be able to significantly effect a change of the entire Board in
a single  election.  However,  the Board  noted  that,  even  under the  current
classified structure,  such a change would likely only take two years, depending
on which  classes  were  standing  for  election.  Moreover,  notwithstanding  a
classified  structure,  the Horejsi Affiliates or any other significant group of
stockholders  could seek to replace a majority of the Directors in a single year
by  soliciting  the votes of enough other  holders of Common Stock to remove the
Directors as permitted under the Fund's current  Charter  (although there is, of
course,  no  assurance  that  the  Horejsi  Affiliates  or such  other  group of
stockholders would be successful in any such effort).

     The Board  noted that the  potential  ability to replace a majority  of the
Board in a single year may have the effect of increasing the Horejsi Affiliates'
influence  over the  Board,  including  with  respect  to  matters  on which the
interests  of the  Horejsi  Affiliates,  on one  hand,  and the  non-controlling
stockholders,  on the other, might diverge. For example, if the Declassification
Proposal  is  approved,   the  Horejsi   Affiliates  may  be  viewed  as  having
significantly greater influence over the Board with respect to future renewal of
the Fund's investment advisory and administrative contracts, which are presently
with companies  owned by the Horejsi  Affiliates.  The Board also noted that, in
the unlikely event that the Horejsi  Affiliates were to make repeated changes in
the composition of the Board, the continuity of experience on the Board could be
diminished, the Fund's ability to attract qualified director candidates to serve
on the Board could be  lessened,  and the Board might find it more  difficult to
engage in  strategic,  long-term  planning.  Although  one of the effects of the
Declassification  Proposal would be that the Horejsi  Affiliates would likely be
able to unseat the entire Board in a single year, or could make repeated changes
in the  Board's  composition,  representatives  of the Horejsi  Affiliates  have
advised the Fund that they have no current  plan or  intention  to take any such
steps.

     In its consideration of the Declassification Proposal, the Board noted that
one  perceived  benefit  of a  classified  Board is that it  lengthens  the time
required for a  substantial  stockholder  to gain control of the Board.  Thus, a
classified Board may discourage  attempts to remove Directors and could serve to
prevent a sudden  change of control.  Under a  classified  structure,  the Board
would have more time to review any proposed  business  transaction  and consider
all relevant factors,  in an open and orderly process,  and the Board would have
more negotiating leverage and flexibility to make decisions that are in the best
interests of the Fund.  In the case of the Fund,  however,  the Board  concluded
that the Horejsi  Affiliates'  current  ownership  of  approximately  44% of the
voting power of the  outstanding  Common Stock may dissuade any  acquisition  of
control of the Fund by another party, and therefore,  for so long as the Horejsi
Affiliates  retain  an  influential  ownership  in the  Fund  and act  together,
eliminating  the  classified   Board  is  not  likely  to  increase  the  Fund's
vulnerability  to attempts  to remove  Directors  in any  material  respect.  If
ownership by the Horejsi Affiliates is significantly reduced, the Board believes
that it  nonetheless  would be able to  fulfill  its  duties  to the Fund in the
circumstances described in this paragraph.

     Because  the  Declassification  Proposal  may give the  Horejsi  Affiliates
greater influence over the Board, and therefore the interests of the non-Horejsi
stockholders  and the Horejsi  Affiliates  may diverge  with  respect to certain
aspects  of the  decision  whether to  declassify  the  Board,  the  Independent
Directors,  who  comprise  a  majority  of the Board,  met  separately  (without
representatives  of  management  or  the  interested  Directors)  at  all of the
meetings  discussed  above,  and consulted  with Fund  counsel,  counsel for the
Independent Directors and the Fund's Maryland counsel, as to the advisability of
all  of the  Corporate  Governance  Proposals,  including  the  Declassification
Proposal.  The  Independent  Directors  observed  that the  Horejsi  Affiliates'
ownership of the Fund has historically  provided,  and, based on representations
made by a  representative  of the Horejsi  Affiliates,  would likely continue to
provide, significant stability and continuity in the governance of the Fund. The
Independent  Directors further observed that the Horejsi  Affiliates have stated
that they value the contributions made to the Board by the Independent Directors
and noted  that the  Horejsi  Affiliates,  by their  actions  during  the recent
history of their stock  ownership,  have  demonstrated  their awareness that any
arbitrary exercise of their influence to replace Directors, would likely make it
more  difficult for the Fund to attract  qualified  individuals  to serve on the
Board in the future.

     The  Independent   Directors  determined  that,  in  their  judgment,   the
elimination  of the  classified  Board  would  not  significantly  increase  the
influence of the Horejsi Affiliates,  because the declassification only shortens
the period for  replacement of a majority of directors,  and does not change the
relative  voting  power  of the  Horejsi  Affiliates  compared  to  that  of the
non-Horejsi stockholders. In addition, it does not diminish or change in any way
the  Directors'  fiduciary  duties to the Fund and its  stockholders,  including
minority  stockholders.  The  Independent  Directors  also concluded that having
annual  elections of all directors would give all stockholders a more direct and
effective means to express their  evaluation of the Directors'  performance than
exists currently with the classified  Board system in which directors,  although
always subject to removal by the stockholders, are as a practical matter subject
to  stockholder  evaluation  only once every  three  years  with the  three-year
election cycle. The Independent Directors believe that the annual election cycle
thus would provide significant  benefits to the Fund's non-Horejsi  stockholders
that would  outweigh any  disadvantage  resulting  from the potential  increased
influence of the Horejsi Affiliates.



     In  approving  the  Declassification   Proposal  and  the  other  Corporate
Governance Proposals, the Board was aware of their impact given the current size
of the Horejsi  Affiliates'  holdings in the Fund.  In  general,  the  Corporate
Governance Proposals make it harder for both the Board and other stockholders to
effect significant changes to the Fund that the Horejsi Affiliates might oppose.
At the same time,  the  proposed  changes,  by  eliminating  the  ability of the
Continuing  Directors to reduce the voting  requirement  on certain  significant
changes,  eliminates  the ability of the Horejsi  Affiliates  to effect  certain
changes unilaterally.  The Board also noted that there is no requirement for the
Horejsi  Affiliates to maintain their current dominant position in the Fund, and
that at lower  ownership  levels,  the  ability  of the  Horejsi  Affiliates  to
effectively  block certain  changes is reduced.  The Board also  believed  that,
notwithstanding  the effect of the  Corporate  Governance  Proposals in light of
current  stockholder  demographics,  the  Proposals  are  part  of a  consistent
philosophy of Board accountability to Fund stockholders.

     Accordingly,  after due  consideration of the various arguments in favor of
and against a classified board, and after taking into account the support of the
Horejsi Affiliates and the unanimous support of the Independent  Directors,  the
full  Board  has  concluded  that it is in the  best  interests  of the  Fund to
declassify the Board and to implement the  Declassification  Proposal as well as
the other Corporate Governance Proposals.

Vote  Required.  Proposal 2 requires the  affirmative  vote of a majority of the
votes  entitled to be cast on the matter by the holders of the Common  Stock and
Preferred Stock, voting as a single class.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 2.


                                   PROPOSAL 3

           AMENDMENT TO THE CHARTER PROVIDING THAT DIRECTORS SHALL BE
                      ELECTED BY A PLURALITY OF VOTES CAST
                    AT A MEETING AT WHICH A QUORUM IS PRESENT

     The Board proposes and unanimously  recommends that stockholders approve an
amendment to the Fund's  Charter to provide that the Directors  shall be elected
by a  "plurality"  of votes  cast at a meeting at which a quorum is  present.  A
"plurality of votes cast" simply means that, in an election where there are more
than two nominees for a single  position,  the person  receiving  the most votes
wins.  Most public office  elections are decided by a "plurality" of votes cast.
If Proposal 3 is approved by stockholders,  any subsequent proposal to amend the
Charter to amend the plurality vote  requirement  would require the  affirmative
vote of the  holders of a majority  of all the votes  entitled to be cast on the
matter.

     If  stockholders  approve  this  Proposal,  the Fund  will  take  action to
implement the Proposal by filing the appropriate charter documents with the SDAT
adding the following provision to the Charter:

     A plurality of all the votes cast at a meeting at which a quorum is present
     shall be sufficient to elect a director.

Purpose  of  the  Amendment.  The  Board  is  submitting  this  Proposal  to the
stockholders  as part of its ongoing  corporate  governance  initiatives  and in
keeping with its goal of ensuring that the Fund's corporate  governance policies
maximize management  accountability to stockholders.  Under the Maryland General
Corporation  Law ("MGCL"),  a plurality vote is the vote  currently  required to
elect directors of the Fund.  However,  also under the MGCL, the Board may amend
the Fund's Bylaws to increase the vote  requirement  (e.g., the affirmative vote
of the holders of a majority of the  outstanding  shares entitled to vote in the
election of directors). Because, generally, bylaws of a Maryland corporation may
not  conflict  with charter  provisions,  the effect of Proposal 3, if approved,
would be to preclude the Board from changing the plurality  vote through a Bylaw
amendment without a stockholder vote.

     Generally, higher-than-plurality requirements to elect directors are viewed
as having the effect of  reducing  accountability  of  directors  to a company's
stockholders  and  violating  the  principle  that a simple  plurality of voting
shares  should be all that is  necessary to effect  change  regarding a board of
directors.  Requiring a higher voting standard may permit management to entrench
itself in  contested  elections.  It is the Board's  belief  that  election by a
"plurality"  is an  essential  element of good  corporate  democracy  and is the
fairest  means of electing the  Directors.  Notably,  under  Maryland  law, once
approved,  the  plurality  voting  requirement  under this  Proposal  may not be
changed without the  affirmative  vote of a majority of the votes entitled to be
cast on the  matter by the  holders  of the Fund's  Common  Stock and  Preferred
Stock, voting as a single class.



     The  Board  considered  this  Proposal  as  well  as  the  other  Corporate
Governance  Proposals  over  three  meetings  held in  early  2004  (see  "Board
Considerations   Regarding   Declassification  and  Other  Corporate  Governance
Proposals"  beginning  on Page 13  above).  The Board has  determined  that this
Proposal  furthers  the goal of ensuring  that the Fund's  corporate  governance
policies maximize Board and management accountability to stockholders.

Vote  Required.  Approval  of  Proposal 3  requires  the  affirmative  vote of a
majority  of the votes  entitled  to be cast on the matter by the holders of the
Common Stock and Preferred Stock, voting as a single class.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 3.


                                   PROPOSAL 4

      AMENDMENT TO THE CHARTER REPEALING A PROVISION STATING THAT DIRECTORS
        MAY BE REMOVED ONLY BY THE AFFIRMATIVE VOTE OF THE HOLDERS OF AT
                LEAST 80% OF THE CLASS OF STOCK ENTITLED TO ELECT
                                  THAT DIRECTOR

     The Board proposes and unanimously  recommends that stockholders approve an
amendment to Article VI,  Section 3 of the Charter that would repeal a provision
providing  that  Directors  may be removed only by the  affirmative  vote of the
holders  of at  least  80% of the  outstanding  shares  entitled  to vote in the
election  of that  Director.  If Article  VI,  Section 3 is  repealed,  the vote
required to remove a Director will be the vote otherwise required under Maryland
law by the MGCL, that is, the  affirmative  vote of the holders of a majority of
the outstanding  shares entitled to vote generally in the election of directors.
As is currently the case,  Common Stock holders would have no authority to elect
or remove  Directors  elected by the Preferred  Stock  holders,  and vice versa.
Corresponding  amendments  will also be made to  Article  IX of the  Charter  to
repeal  certain  obsolete  cross-references.  If  Proposal  4 is  approved,  any
subsequent proposal to amend the Charter to increase the vote required to remove
a Director  would require the  affirmative  vote of the holders of a majority of
all the votes entitled to be cast on the matter.

     If  stockholders  approve  this  Proposal,  the Fund  will  take  action to
implement  the Proposal by filing the  appropriate  charter  documents  with the
SDAT.

Purpose  of the  Amendment.  The  Board is  recommending  this  Proposal  to the
stockholders  as part of its ongoing  corporate  governance  initiatives  and in
keeping with its goal of ensuring that the Fund's corporate  governance policies
maximize  the  Board's  accountability  to  stockholders.  The  current  Charter
restricts  stockholders' power to remove a Director by imposing a super-majority
voting  requirement  (i.e., 80% of outstanding  shares).  The proposed amendment
would  repeal  the  Fund's  current  super-majority  removal  requirement,  thus
allowing  stockholders  to remove a Director with or without "cause" by a simple
majority of outstanding shares as provided by the MGCL.

     Generally,  super-majority  removal  standards or provisions  that prohibit
director  removal "without cause" are viewed as having the effect of entrenching
incumbent   directors  who  might  act   irresponsibly  and  thus  reduce  their
accountability  and responsiveness to a company's  stockholders.  Super-majority
removal  provisions  are contrary to the notion that a majority of voting shares
should be able to effect removal of board members. It is the Board's belief that
a removal standard that permits stockholders to remove a director without having
to  articulate  a  precise  reason is an  essential  element  of good  corporate
governance and enhances Board accountability and responsiveness.

     The  Board  considered  this  Proposal  as  well  as  the  other  Corporate
Governance  Proposals  over  three  meetings  held in  early  2004  (see  "Board
Considerations   Regarding   Declassification  and  Other  Corporate  Governance
Proposals"  beginning on Page 13 above).  The Board  determined that the present
standard for removing Directors (i.e., 80% of the Fund's outstanding  shares) is
simply too high, especially in circumstances where a director is unresponsive to
stockholder   concerns  and  given  that,  under  Maryland  law,  the  directors
themselves are not able to remove underperforming  directors,  even for "cause".
The Board  determined that this Proposal  furthers the goal of ensuring that the
Fund's   corporate   governance   policies   maximize   Board   and   management
accountability  to stockholders and would, if approved,  allow  stockholders the
opportunity at any time to register their views on the  performance of any Board
member.



Vote  Required.  Approval  of  Proposal 4  requires  the  affirmative  vote of a
majority  of the votes  entitled  to be cast on the matter by the holders of the
Common Stock and Preferred Stock, voting as a single class.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 4.


                                   PROPOSAL 5

           AMENDMENT TO THE CHARTER PROVIDING THAT THE SECRETARY SHALL
           CALL A SPECIAL MEETING OF STOCKHOLDERS UPON THE REQUEST OF
                HOLDERS OF 25% OF THE FUND'S OUTSTANDING SHARES

     The Board proposes and unanimously  recommends that stockholders approve an
amendment to the Charter to provide that the  Secretary of the Fund shall call a
special meeting of stockholders at the request of stockholders  entitled to cast
at least 25% of all votes  entitled to be cast at the meeting.  If Proposal 5 is
approved,  any  subsequent  proposal  to amend  the  Charter  to  increase  this
threshold would require the affirmative vote of the holders of a majority of all
votes entitled to be cast on the matter.

     If  stockholders  approve  this  Proposal,  the Fund  will  take  action to
implement  the Proposal by filing the  appropriate  charter  documents  with the
SDAT.  If approved  by  stockholders,  the  Charter  would be amended to add the
following provision:

     The  Secretary  of the  Corporation  shall  call a special  meeting  of the
     stockholders  on the written  request of  stockholders  entitled to cast at
     least twenty-five percent (25%) of all the votes entitled to be cast at the
     meeting.

Purpose  of  the  Amendment.  The  Board  is  submitting  this  Proposal  to the
stockholders  as part of its ongoing  corporate  governance  initiatives  and in
keeping with its goal of ensuring that the Fund's corporate  governance policies
maximize  management  accountability to stockholders.  This Proposal would allow
stockholders  holding  shares  entitled to cast at least 25% of all of the votes
entitled  to be cast at a meeting  to  compel  the  Secretary  to call a special
meeting of stockholders.  Most state corporation  statutes allow stockholders to
compel a special  meeting when they want to take action on certain  matters that
arise between regularly scheduled annual meetings.  Sometimes this right applies
only if a  stockholder,  or  group of  stockholders,  owns a  minimum  threshold
percentage  of   outstanding   shares.   In  terms  of  day-to-day   governance,
stockholders  may lose an important right (e.g., the ability to remove directors
or  initiate  a  stockholder  resolution  without  having  to wait  for the next
scheduled meeting) if they are unable to compel a special meeting. The inability
to compel a special  meeting and the resulting  insulation  of management  could
result in suffering corporate  performance and stockholder  returns. In summary,
excessive ownership  requirements for calling meetings constrains the ability of
stockholders to act independently and hold the Board and management accountable.

     Presently  the  Charter is silent on the  ownership  threshold  to compel a
special  meeting,  although the Fund's Bylaws provide that a special meeting may
be called by the Secretary upon the request of  stockholders  "owning a majority
of the votes entitled to be cast at the meeting". If approved,  Proposal 5 would
reduce the ownership  threshold  necessary to compel a special meeting to shares
entitled  to cast 25% of all the votes  entitled  to be cast at the  meeting and
would supersede the corresponding Bylaw provision.  Notably, the 25% requirement
for compelling a special  meeting is the threshold  provided under the MGCL (see
MGCL ss.2-502) in the absence of a contrary Bylaw or Charter provision.

     The  Board  considered  this  Proposal  as  well  as  the  other  Corporate
Governance  Proposals  over  three  meetings  held in  early  2004  (see  "Board
Considerations   Regarding   Declassification  and  Other  Corporate  Governance
Proposals"  beginning  on Page 13 above).  The Board  noted that,  if  approved,
because the Horejsi  Affiliates own approximately 44% of the Shares,  Proposal 5
would  allow the  Horejsi  Affiliates  to compel a special  meeting at any time;
whereas under the present Bylaw provision, they would have to acquire additional
Fund  shares  or  garner  the  support  of  other   stockholders  to  reach  the
majority-of-outstanding-shares  threshold  to compel a  meeting.  The Board also
considered  the  possibility  of  additional  expenses  associated  with special
meetings and the  potential  disruption  to Fund  business and  diversion of the
attention of Fund management should special meetings be called. Notwithstanding,
the Board determined that the majority-of-outstanding-shares threshold is simply
too high and only serves to insulate the Board from its stockholders.  The Board
also  considered  the reduction in the number of shares needed to call a special
meeting to be  appropriate  in light of the proposed  elimination of many of the
super-majority voting provisions in the Charter and Bylaws. When a supermajority
vote is required,  a higher  threshold for calling a meeting seems reasonable to
assure that the associated  expenses are not incurred  unless the proposal has a
reasonable prospect of passage.  With lower voting requirements on many matters,
a lower  threshold to hold a special  meeting  seems  reasonable.  The Board has
determined  that this  Proposal  furthers  the goal of ensuring  that the Fund's
corporate  governance  policies maximize Board and management  accountability to
stockholders and would, if approved,  better allow  stockholders the opportunity
to register their views on the performance of the Fund and the Board.



Vote  Required.  Approval  of  Proposal 5  requires  the  affirmative  vote of a
majority  of the votes  entitled  to be cast on the matter by the holders of the
Common Stock and Preferred Stock, voting as a single class.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 5.


                                   PROPOSAL 6

         AMENDMENT TO THE CHARTER VESTING IN THE STOCKHOLDERS THE POWER
                            TO AMEND OR ADOPT BYLAWS

     Under  the  Fund's  Charter,  the Board  has  exclusive  power to amend the
Bylaws. The Board proposes and unanimously  recommends that stockholders approve
an amendment to the Charter to (i) vest  stockholders  with the concurrent power
to make, amend, adopt or repeal Bylaws by the affirmative vote of the holders of
a majority of the votes cast on the  matter,  and (ii)  prohibit  the Board from
making,  amending,  adopting  or  repealing  any Bylaw which  conflicts  with or
otherwise  attempts  to alter the  effect  of  stockholder-approved  Bylaws.  If
Proposal 6 is approved,  any  subsequent  proposal to amend the Charter to alter
stockholders'  power to amend the Bylaws would require the  affirmative  vote of
the holders of a majority of all votes entitled to be cast on the matter.

     If  stockholders  approve  this  Proposal,  the Fund  will  take  action to
implement  the Proposal by filing the  appropriate  charter  documents  with the
SDAT.  If  approved  by  stockholders,  the  Charter  will be amended to add the
following provisions:

     The Bylaws of the Corporation, whether adopted by the Board of Directors or
     the stockholders,  shall be subject to amendment, alteration or repeal, and
     new Bylaws may be made, by either (a) the affirmative vote of a majority of
     all the votes cast at a stockholders  meeting at which a quorum is present;
     or (b) the  Board  of  Directors;  provided,  however,  that  the  Board of
     Directors  may not (i) amend or  repeal a Bylaw  that  allocates  solely to
     stockholders  the power to amend or repeal  such  Bylaw,  or (ii)  amend or
     repeal Bylaws or make new Bylaws that  conflict with or otherwise  alter in
     any  material  respect  the  effect of  Bylaws  previously  adopted  by the
     stockholders.

Purpose  of  the  Amendment.  The  Board  is  submitting  this  Proposal  to the
stockholders  as part of its ongoing  corporate  governance  initiatives  and in
keeping with its goal of ensuring that the Fund's corporate  governance policies
maximize  Board and management  accountability  to  stockholders.  This Proposal
would vest in the  stockholders  the power to amend,  repeal or adopt Bylaws and
prevent the Board's unilaterally  changing Bylaw amendments that are approved by
stockholders.  Your Board  believes that all  stockholders  benefit if they have
better  access and more  influence in the Fund's  governance.  The Fund's Bylaws
contain important policies affecting the day-to-day management of the Fund which
the Board believes stockholders should have a voice in establishing.

     Presently the Charter  authorizes  the Board to "make,  alter or repeal the
Bylaws of the  Corporation,  except as  otherwise  required by the 1940 Act" and
thus,  under the Charter,  the authority to make, alter or repeal Bylaws resides
exclusively with the Board. The Board believes that the authority to make, alter
or  repeal  Bylaws  should  be  a  shared   authority   between  the  Board  and
stockholders.  This permits the Board to be responsive to  house-keeping as well
as substantive matters regarding Fund operations,  while at the same time giving
stockholders  the power to effect changes should they choose to do so. The Board
also believes that when stockholders  "speak" by adopting a Bylaw,  their action
should not be subject to being overturned or altered by unilateral Board action.
The Board believes that this Proposal will  accommodate  the  practicalities  of
managing  the Fund  while at the same  time  protecting  an  important  right of
stockholders.

     The  Board  considered  this  Proposal  as  well  as  the  other  Corporate
Governance  Proposals  over  three  meetings  held in  early  2004  (see  "Board
Considerations  Regarding  Declassification and Corporate Governance  Proposals"
beginning  on Page 13  above).  The Board  has  determined  that  this  Proposal
furthers  the goal of ensuring  that the Fund's  corporate  governance  policies
maximize  Board  and  management   accountability   to  stockholders  and  allow
stockholders  better  and  consistent  access  to effect  change  in the  Fund's
governing documents.



Vote  Required.  Approval  of  Proposal 6  requires  the  affirmative  vote of a
majority  of the votes  entitled  to be cast on the matter by the holders of the
Common Stock and Preferred Stock, voting as a single class.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 6.


                                   PROPOSAL 7

         AMENDMENT TO THE CHARTER PROHIBITING THE FUND FROM OPTING INTO
            ANY PROVISION OF THE MARYLAND UNSOLICITED TAKEOVERS ACT

     The Board proposes and unanimously  recommends that stockholders approve an
amendment to the Charter that would  prohibit the Fund from being subject to the
provisions of the Maryland  Unsolicited  Takeovers Act, MGCL ss.ss.3-801 through
805  ("MUTA").  Under  MUTA,  a  Maryland  corporation  with  three  independent
directors  and a class of equity  securities  registered  under the 1934 Act may
elect to be subject,  by provision  in its charter or bylaws or a resolution  of
its board of directors and notwithstanding any contrary provision in the charter
or bylaws, to any or all of five statutory  provisions:  (i) a classified board,
(ii) a two-thirds vote requirement for removing a director,  (iii) a requirement
that the  number of  directors  be fixed only by vote of the  directors,  (iv) a
requirement  that a  vacancy  on the  board  be  filled  only  by the  remaining
directors  and for the  remainder  of the full term of the class of directors in
which the vacancy occurred,  and (v) a majority  requirement for stockholders to
compel the calling of a special meeting of stockholders. If approved, Proposal 7
would amend the Charter to prohibit the Board from  unilaterally  electing to be
subject  to  any  of  MUTA's  provisions  without  first  obtaining  stockholder
approval.  Such approval, or any subsequent amendment to the Charter to alter or
repeal this prohibition, would require the affirmative vote of a majority of all
the votes entitled to be cast on the matter.

     If  stockholders  approve  this  Proposal,  the Fund  will  take  action to
implement  the Proposal by filing the  appropriate  charter  documents  with the
SDAT.  If approved  by  stockholders,  the  Charter  would be amended to add the
following provision:

     The  Corporation is prohibited from electing to be subject to any provision
     of Title 3,  Subtitle 8 of the MGCL,  as amended from time to time,  or any
     successor to such provisions.

Purpose  of  the  Amendment.  The  Board  is  submitting  this  Proposal  to the
stockholders  as part of its ongoing  corporate  governance  initiatives  and in
keeping with its goal of ensuring that the Fund's corporate  governance policies
maximize Board and management  accountability to stockholders.  Under several of
the Corporate Governance Proposals,  the Board is recommending that stockholders
(i)  declassify the Board  (Proposal 2), (ii) permit  Directors to be removed by
holders of a majority of  outstanding  shares  (Proposal  4), (iii)  require the
Secretary  of the  Fund to call  special  meetings  of the  stockholders  on the
written  request of the holders of 25% of  outstanding  shares  (Proposal 5) and
(iv) limit the number of directorships to five (Proposal 9). MUTA conflicts with
each of these  Proposals  and, if the Board has the authority to elect on behalf
of the Fund to be subject to MUTA, it could  circumvent  each of these  measures
which the stockholders have duly approved.

     MUTA may be perceived as having the effect of  entrenching  management  and
diminishing  stockholder  influence.  Where, as here, a fund's stockholders have
expressed an informed decision to maximize  stockholder  influence,  even at the
risk of  incurring  additional  expense  or  facilitating  unwanted  stockholder
action,  it would be anomalous  for the Board at a later date to overturn  those
decisions. The Board recognized that although adopting this Proposal would limit
their options in certain  circumstances,  it is an appropriate  step in order to
protect the decision  stockholders will have expressed in approving Proposals 2,
4, 5 and 9.

     The  Board  considered  this  Proposal  as  well  as  the  other  Corporate
Governance  Proposals  over  three  meetings  held in  early  2004  (see  "Board
Considerations   Regarding   Declassification  and  Other  Corporate  Governance
Proposals"  beginning  on Page 13 above and  "Purpose  of the  Amendment"  under
Proposals 2, 4, 5 and 9). The Board has determined  that Proposal 7 furthers the
goal of ensuring that the Fund's corporate  governance  policies  maximize Board
and management accountability to stockholders.

Vote  Required.  Proposal 7 requires the  affirmative  vote of a majority of the
votes  entitled to be cast on the matter by the holders of the Common  Stock and
Preferred Stock, voting as a single class.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 7.



                                   PROPOSAL 8

          AMENDMENT TO THE CHARTER TO ALTER THE VOTE REQUIRED TO EFFECT
                  CERTAIN EXTRAORDINARY CORPORATE TRANSACTIONS

     The Board proposes and unanimously  recommends that stockholders approve an
amendment to the Charter that would  repeal  Article VII (Certain  Transactions)
and replace it with a new section  providing  that no (a)  business  combination
(e.g., mergers,  consolidation,  share exchanges),  (b) voluntary liquidation or
dissolution,  (c) stockholder proposal regarding specific investment  decisions,
(d)  proposal  to open-end  the Fund,  or (e) self tender for more than 25% of a
Fund's  shares in any  twelve-month  period may be effected  without the vote of
two-thirds of the Fund's  outstanding  shares, and that such amendment cannot be
amended, altered or repealed without the affirmative vote of at least two-thirds
of the votes entitled to be cast on the matter.

     If  stockholders  approve  this  Proposal,  the Fund  will  take  action to
implement  the Proposal by filing the  appropriate  charter  documents  with the
SDAT.  If  approved  by  stockholders,  the  Charter  would be amended to repeal
Article VII in its entirety and replace it with the following provisions:

         (1)  In this Article VII, "Business Combination" means:
             (i)  a merger or consolidation of the Corporation with or into any
     person other than an investment company in a family of investment
     companies having the same investment adviser or administrator as the
     Corporation;
             (ii) the sale, lease, exchange, mortgage, pledge, transfer or
     other disposition (in one transaction or a series of transactions) to or
     with any other person of any assets of the Corporation except (x) for the
     payment of dividends or other distributions, (y) for portfolio transactions
     of the Corporation effected in the ordinary course of the Corporation's
     business, including permitted borrowings, or (z) in connection with a
     reorganization of the Corporation with another investment company in a
     family of investment companies having the same investment adviser or
     administrator as the Corporation; or
             (iii) the issuance or transfer by the Corporation (in one
     transaction or a series of transactions) of any shares of the Corporation
     to any other person in exchange for cash, securities or other property of
     the Corporation (or a combination thereof), but excluding (v) sales of any
     shares of the Corporation in connection with a public offering thereof or,
     for shares of preferred stock or debt securities of the Corporation, a
     private placement thereof, (w) issuance of any securities of the
     Corporation upon the exercise of any stock subscription right issued by the
     Corporation, (x) with respect to the Corporation's dividend reinvestment
     and/or cash purchase plan, (y) in connection with a dividend or
     distribution made pro rata to all holders of stock of the same class, or
     (z) a transaction within the scope permitted under (1)(i) or (ii) above.
         (2) In addition to the approval by the Board of Directors required by
     applicable law, the Charter or the Bylaws of the Corporation, the
     affirmative vote of the holders of shares entitled to cast at least
     two-thirds of all the votes entitled to be cast on the matter shall be
     required to approve:
             (i)   a Business Combination;
             (ii)  a voluntary liquidation or dissolution of the Corporation;
             (iii) a stockholder proposal as to specific investment decisions
     made or to be made with respect to the Corporation's assets;
             (iv)  an amendment to the Charter to convert the Corporation from a
     closed-end investment company to an open-end investment company or unit
     investment trust (as such terms are defined by the 1940 Act), whether by
     merger or otherwise;
             (v)   a self tender for, or acquisition by the Corporation of, more
     than 25% of the Corporation's outstanding shares of stock, in the
     aggregate, during any twelve-month period.
         (3) This Article VII may not be amended, altered or repealed without
     the affirmative vote of the holders of shares entitled to cast at least
     two-thirds of all the votes entitled to be cast on the matter.

Additionally,  Article  IX of the  Charter  will be  amended  to repeal  certain
obsolete cross-references.

Purpose  of the  Amendment.  The Board is  submitting  this  Proposal  to assure
stockholders  that the Fund's  closed-end  structure and certain other  features
cannot  be  changed  without  substantial  support  of  stockholders.  The Board
believes  that a consistent  legal and  operating  structure is essential to the
Fund's long-range planning and investment horizons.  The Board believes that all
of  the  extraordinary  actions  described  in  this  Proposal   ("Extraordinary
Actions")  have the potential to be  disruptive to the efficient and  profitable
operation of the Fund.  However,  there may be times when Extraordinary  Actions
are  warranted and may receive  substantial  support of  stockholders.  In these
circumstances,   if  the  Board  approves  such  a  transaction,  and  there  is
substantial  stockholder  support,  the Board  believes that the  transaction is
likely to go forward.



Board  Considerations.  The Board  considered  Proposal 8 along with, and at the
same meetings at which it considered,  the other Corporate  Governance Proposals
(see  "Board  Considerations  Regarding  Declassification  and  Other  Corporate
Governance Proposals" beginning on Page 13 above). The Board recognized that the
Charter already imposes an 80% super-majority voting requirement on the approval
of certain  Extraordinary Actions in the absence of prior approval by 80% of the
Continuing   Directors.   Proposal  8  would  change  that  voting  standard  to
two-thirds,  whether or not approved by the Continuing  Directors.  The Proposal
would also eliminate the proviso allowing an Extraordinary Action to be approved
by holders of a majority of  outstanding  shares  (or,  in some  cases,  a lower
voting requirement) if first approved by 80% of "Continuing Directors". Instead,
under the Proposal,  any Extraordinary  Action would require approval of holders
of two-thirds of all outstanding shares.

     The Board  understands that  super-majority  provisions are often viewed as
not being stockholder  friendly.  However, on balance, the Board determined that
the Proposal would result in a net benefit to stockholders. The Board determined
that  the  Proposal  would  protect  the  Fund  and  stockholders  from  certain
stockholders  or the  Fund's  own  management  who may seek to change the Fund's
long-standing  closed-end investment  structure,  or to effect a merger or other
business  combination.  Because such changes would be disruptive and contrary to
the expectations of many (if not most)  stockholders and could result in adverse
economic effects, the Board determined that the special provisions  contemplated
by this Proposal are reasonable and justified.  The Board  recognized that there
may be circumstances where a proposed  Extraordinary Action may be warranted and
in the  best  interest  of the Fund and that  the  Proposal  might  make  such a
proposal more  difficult to effect.  However,  if such a proposal was clearly in
the best interest of the Fund and stockholders,  it would likely be supported by
the Board and would  receive  substantial - and thus the necessary - stockholder
support for passage.  The Board noted that,  because of the Horejsi  Affiliates'
current control position in the Fund's shares, the effect of this Proposal would
be to give the Horejsi  Affiliates  considerable  influence in the  passage,  or
actual or de facto veto power over any of the Extraordinary Actions contemplated
by the Proposal.  Nonetheless, the Board determined that the net benefits to the
Fund outweighed any increase in influence of the Horejsi Affiliates because this
Proposal assures all stockholders of a stable and consistent operating structure
and  environment  within  which they can  further  their  investment  goals.  In
addition, the position of the Horejsi Affiliates,  assuming approval of Proposal
8, is not  significantly  different  from its position  under  existing  Charter
provisions,  although  it will be  somewhat  easier  for them to block  Board or
stockholder proposals for Extraordinary Actions with which they disagree.

Vote  Required.  Approval  of  Proposal 8  requires  the  affirmative  vote of a
majority  of the votes  entitled  to be cast on the matter by the holders of the
Common Stock and Preferred Stock, voting as a single class.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 8.


                                   PROPOSAL 9

           AMENDMENT TO THE CHARTER TO ESTABLISH THE MAXIMUM NUMBER OF
                               DIRECTORS AT FIVE

     The Board proposes and unanimously  recommends that stockholders approve an
amendment to the Charter providing that the maximum number of Directors shall be
and not exceed five. Any subsequent  amendment to this new Charter provision and
the conforming changes described below would require the affirmative vote of the
holders of a majority of all the votes entitled to be cast on the matter.

     If  stockholders  approve  this  Proposal,  the Fund  will  take  action to
implement  the Proposal by filing the  appropriate  charter  documents  with the
SDAT. If approved by stockholders, Article VI, Section 2(a) will be repealed and
replaced in its entirety (subject to the additions  contemplated  under Proposal
2) by the following provision:

     The number of Directors shall be five, which number may be decreased by the
     Board of the  Directors  pursuant  to the Bylaws but never be less than the
     minimum required by the MGCL.

In addition,  corresponding  changes  will be made to the  Charter.  Article VI,
Section 2(b) of the Charter  will be repealed in its entirety and replaced  with
the following language:

     If the  Corporation  issues  Preferred Stock entitling the holders to elect
     additional Directors in specified  circumstances,  and the election of such
     additional  Directors  would cause the number of  Directors to exceed five,
     then the  terms of office of a number  of  Directors  elected  by the other
     stockholders  (excluding  any Directors  which the holders of the Preferred
     Stock are entitled to elect in all events)  shall  terminate at the time of
     the  meeting of the  holders  of the  Preferred  Stock  called to elect the
     additional Directors such that the sum of the number of remaining Directors
     and the number of additional  Directors to be elected by the holders of the
     Preferred  Stock does not exceed  five.  The  Directors  whose  terms shall
     expire will be determined in reverse order of their initial election to the
     Board of Directors  or, if two or more  Directors  were elected at the same
     time, by lot.



In addition,  if this Proposal is approved,  two conforming changes will need to
be made to the Articles  Supplementary accepted for record by the SDAT on August
11,  2000  (the   "Articles   Supplementary").   Under  the   current   Articles
Supplementary,  if certain  events  occur,  the holders of the  Preferred  Stock
become  entitled to elect a majority of members of the Board.  The mechanics for
doing so  generally  involve  increasing  the size of the  Board to  accommodate
additional  directors  elected by Preferred  Stock  holders.  If the size of the
Board is limited to five as  proposed,  rather than  increasing  the size of the
Board to accommodate new Preferred Stock  Directors,  the terms of office of one
or more Directors  elected by the Common Stock holders will expire such that the
Directors  elected by Preferred  Stock holders will constitute a majority of the
Board.

     The first  change is to the second  sentence  of Section  5(d)(iii)  of the
Articles Supplementary, which shall be deleted and replaced in its entirety with
the following language:

     If the election of additional  directors by the holders of Preferred Stock,
     including  AMPS,  would  otherwise  cause the number of directors to exceed
     five,  then the terms of office of a number  of  directors  elected  by the
     holders of Common Stock shall  terminate at the time of the special meeting
     to elect  such  additional  directors  such  that the sum of the  number of
     remaining directors and the number of additional  directors does not exceed
     five and the number of additional  directors and the two directors  elected
     by the holders of Preferred Stock, including AMPS, constitute a majority of
     the entire Board of Directors.

The  second  change is to the first  sentence  of Section  5(c) of the  Articles
Supplementary,  which shall be deleted and  replaced  in its  entirety  with the
following language:

     During  any  period  in which any one or more of the  conditions  described
     below  shall  exist  (such  period  being  referred  to herein as a "Voting
     Period"),  the holders of shares of Preferred Stock,  including AMPS, shall
     be entitled,  voting as a single  class to the  exclusion of the holders of
     all other  securities and classes of capital stock of the  Corporation,  to
     elect the smallest  number of additional  directors that, when added to the
     two  directors  that the holders of Preferred  Stock,  including  shares of
     AMPS,  are in any event entitled to elect,  would  constitute a majority of
     the Board of Directors.

Corresponding  amendments  will also be made to  Article  IX of the  Charter  to
repeal a  provision  that  requires a  supermajority  vote to amend  Article VI,
Section  (2),  unless the  proposed  amendment  is approved  by the  "Continuing
Directors".

Purpose  of  the  Amendment.  The  Board  is  submitting  this  Proposal  to the
stockholders  as part of its ongoing  corporate  governance  initiatives  and in
keeping with its goal of ensuring that the Fund's corporate  governance policies
maximize Board and management  accountability to stockholders.  Company charters
often  contain  provisions  that set a high  upper-limit  on the number of board
seats,  permitting  the  company's  board to increase or decrease  the number of
board seats in their discretion,  though subject to this upper limit.  Currently
the Fund's  Charter  and Bylaws  contemplate  a Board size of between  three and
twelve Directors,  permitting the Board to increase or decrease its size subject
to the upper  limit of  twelve.  Often  boards  use such  provisions  to quickly
increase  or  decrease  their size in an effort to dilute  the voting  impact of
directors  - such as those  elected in proxy  contests - with views  contrary to
those of  management.  The Board views the ability to  manipulate  the number of
members on the Board as  unnecessary  and  ultimately  ineffective  in thwarting
stockholder  activism.  In addition,  it potentially increases Fund expenses and
insulates the Board from  stockholders.  Common sense  suggests that if the Fund
has more  Board  seats,  it (and thus  stockholders)  will  spend  more on Board
compensation. The Board believes that, because of the relatively narrow business
focus of an investment  company like the Fund, five Directors can adequately and
efficiently  fulfill their  obligation to oversee the operations of the Fund and
its management and act as "watchdogs" for stockholders.  The Board believes that
the  best  approach  is to  seek a few  highly  qualified  individuals  to  fill
directorships and pay them fairly. This way, stockholders get more "bang for the
buck" in their Board and don't pay unnecessary Board expenses.

Vote  Required.  Approval  of  Proposal 9  requires  the  affirmative  vote of a
majority  of the votes  entitled  to be cast on the matter by the holders of the
Common Stock and Preferred Stock, voting as a single class.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 9.



                                   PROPOSAL 10

         AMENDMENT TO THE CHARTER PROVIDING THAT UPON REDEMPTION OF ALL
            OF THE FUND'S SHARES OF PREFERRED STOCK, THE TERM OF ANY
            DIRECTORS ELECTED BY THE HOLDERS OF PREFERRED STOCK WILL
                             AUTOMATICALLY TERMINATE

     The Board proposes and unanimously  recommends that stockholders approve an
amendment to the Charter  providing  that,  upon redemption of all of the Fund's
shares  of  Preferred  Stock and  payment  of all  amounts  due the  holders  of
Preferred  Stock,  the term of the  Directors  elected  by the  Preferred  Stock
holders will automatically  terminate. The remaining Directors would then choose
Directors  to  fill  the  vacancies  created  by  the  termination,  subject  to
compliance  with  applicable  law. Any subsequent  amendment to this new Charter
provision  would  require  the  affirmative  vote of a majority of all the votes
entitled to be cast on the matter.

     If  stockholders  approve  this  Proposal,  the Fund  will  take  action to
implement  the Proposal by filing the  appropriate  charter  documents  with the
SDAT.  If approved  by  stockholders,  the  Charter  would be amended to add the
following provision:

     Upon the redemption as a whole but not in part of the Preferred  Stock, the
     term of office of any  Directors  elected by the  holders of the  Preferred
     Stock shall  automatically  and  immediately  terminate  and the  remaining
     Directors shall constitute the directors of the Corporation.

Purpose  of  the  Amendment.  Under  the  Charter,  Preferred  Stock  or  "AMPs"
stockholders   are  entitled  to  elect  at  least  two  Directors   (the  "AMPs
Directors").  However, there are no provisions in the Charter as to what happens
to AMPs or other  Preferred  Stock  Directors if all of the  Preferred  Stock is
redeemed. Proposal 10 provides for this event. The Board believes that the terms
of office of Directors elected by the Preferred Stock holders should expire when
the Preferred Stock is fully redeemed,  and that this Proposal merely corrects a
drafting  oversight.  Obviously,  the special  protection  afforded to Preferred
Stock holders by Board  representation  is no longer necessary when those shares
are no longer outstanding.

Vote  Required.  Approval  of Proposal 10  requires  the  affirmative  vote of a
majority  of the votes  entitled  to be cast on the matter by the holders of the
Common Stock and Preferred Stock, voting as a single class.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 10.


                                   PROPOSAL 11


      AMENDMENT TO THE CHARTER REPEALING A PROVISION REQUIRING THAT CERTAIN
  AMENDMENTS TO VARIOUS PROVISIONS OF THE CHARTER BE APPROVED BY THE HOLDERS OF
   AT LEAST 80% OF THE SHARES OF THE FUND'S COMMON STOCK AND PREFERRED STOCK,
     VOTING TOGETHER AS A SINGLE CLASS, AND 80% OF THE SHARES OF THE FUND'S
                       PREFERRED STOCK, VOTING SEPARATELY

     The Board proposes and unanimously  recommends that stockholders  approve a
Proposal to repeal Article IX, Section 2 of the Charter. If stockholders approve
this Proposal, the Fund will take action to implement the Proposal by filing the
appropriate  charter  documents with the SDAT. If approved by stockholders,  the
Charter would be amended to repeal Article IX, Section 2.

Purpose of the Amendment. This amendment is necessary to conform the Charter and
eliminate  conflicts  in  the  Charter  with  respect  to the  other  amendments
contemplated under the Corporate Governance Proposals.

     Under Article IX, Section 2, various  provisions of the Charter  (including
Article  IX,  Section 2) cannot be amended  without the  affirmative  vote of at
least  80% of votes  entitled  to be cast by  holders  of the  Common  Stock and
Preferred  Stock voting as a single class,  and 80% of votes entitled to be cast
by  holders of the  Preferred  Stock,  voting  separately.  However,  also under
Article  IX,  Section  2, such  provisions  may be  amended  by a lesser  voting
requirement  (i.e.,  the  affirmative  vote of a majority of votes of the Common
Stock and Preferred  Stock,  voting as a single class) if the amendment is first
approved  by  80%  of  the  "Continuing  Directors".  Generally,  a  "Continuing
Director"  is an  Independent  Director who has served on the Board for at least
twelve months. Each of the current Independent Directors has served on the Board
for more than twelve  months (and thus each is a Continuing  Director)  and they
have unanimously  approved this Proposal 11. Thus, this Proposal may be approved
(i.e.,  Article IX, Section 2 may be repealed) by the lesser voting requirement,
that is, the affirmative  vote of a majority of the votes entitled to be cast on
the matter by the holders of the Common Stock and Preferred Stock.



     Article IX, Section 2 was intended to impose a  super-majority  vote on the
amendment  of  certain  provisions  of  the  Charter  (e.g.,  eliminating  Board
classification,  removing Directors,  effecting certain extraordinary  corporate
actions, or amending any of the foregoing) and each of these provisions is being
repealed or replaced  under the Corporate  Governance  Proposals.  Because these
Proposals  themselves  prohibit an amendment to the new  provisions  without the
specified stockholder vote, there is no need for Article IX, Section 2. However,
Article IX, Section 2 also applies to Article III of the Charter, which pertains
to the "Purposes and Powers" of the Fund,  including the purpose of being formed
to carry on business as a closed-end investment company.  Nonetheless, the Board
has  determined  that  generally  Maryland law, and  particularly  the Corporate
Governance  Proposals,  provide the stockholders  with adequate  protection with
respect to  material  changes  under  Article  III (e.g.,  Proposal 8  prohibits
open-ending the Fund without the  affirmative  vote of two-thirds of outstanding
shares and  prohibits an amendment of this  provision  without like  stockholder
approval). Thus, the Board has determined that Proposal 11 is necessary to avoid
redundant and conflicting  Charter provisions and conform the Charter to changes
effected  under  Proposals  2,  4, 8 and 9, is  consistent  with  the  Corporate
Governance Proposals and is in the best interest of the Fund.

Vote  Required.  Approval  of Proposal 11  requires  the  affirmative  vote of a
majority  of the votes  entitled  to be cast on the matter by the holders of the
Common Stock and Preferred  Stock,  voting as a single class. If stockholders do
not approve  Proposals 2, 4, 8 and 9, the Fund will not implement  this Proposal
11.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 11.


                                   PROPOSAL 12

                PROPOSAL TO AMEND AND RESTATE THE FUND'S CHARTER

     The Board proposes and unanimously  recommends that stockholders  approve a
Proposal  to amend and  restate  the  Charter  as set forth in the  Articles  of
Amendment and Restatement attached hereto as Exhibit A.

Purpose  of the  Amendment.  There  are many  Charter  amendments  proposed  for
consideration  and  approval at this  Meeting.  Because,  if  approved,  so many
amendments  will be made to the  Charter all at once,  the  Meeting  presents an
opportunity  to  consolidate  all of the  provisions  of  the  Charter.  Various
conforming and organizational  amendments, as well as the substantive amendments
described under each of the Corporate  Governance Proposals above, are reflected
in their entirety in the attached Articles of Amendment and Restatement.

     If  stockholders  approve  Proposals  2 through  12, the Fund will file the
Articles of Amendment and Restatement with the SDAT. If certain of the Corporate
Governance  Proposals are approved by stockholders  and others are not, the Fund
will not  implement  Proposal 12 and will not file the Articles of Amendment and
Restatement.  Instead,  the Fund will file  Articles of Amendment  with the SDAT
reflecting only those Charter amendments approved by stockholders at the Meeting

Vote Required.  Proposal y12 requires the affirmative  vote of a majority of the
votes  entitled to be cast on the matter by the holders of the Common  Stock and
Preferred Stock, voting as a single class.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 12.


                       SUBMISSION OF STOCKHOLDER PROPOSALS

     All proposals by stockholders of the Fund that are intended to be presented
at the Fund's next Annual Meeting of  stockholders to be held in 2005 must be in
writing and received by the Fund for  consideration  for inclusion in the Fund's
proxy statement  relating to the meeting no later than [February  [___],  2005].
[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.



     Any  submission of a director  nomination  should  include at a minimum the
following   information:   As  to  each  individual  proposed  for  election  or
re-election as director, the name, age, business address,  residence address and
principal  occupation or employment of such  individual,  the class,  series and
number  of  shares  of  stock of the Fund  that are  beneficially  owned by such
individual,  the date shares were  acquired  and the  investment  intent of such
acquisition, whether such stockholder believes 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
Nominating  Committee,  to make such  determination,  and all other  information
relating to such  individual that is required to be disclosed in solicitation 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 Securities Exchange Act of
1934, as amended, 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)).  In  the  case  of  the  Fund  holding  a  meeting  of
stockholders, any such submission in order to be considered for inclusion in the
Fund's proxy  statement,  should be submitted by a date not later than the 120th
calendar day before the date the Fund's proxy statement was released to security
holders in connection  with the Fund's previous year's annual meeting or, if the
Fund has changed the meeting date by more than 30 days or if no meeting was held
the previous year,  within a reasonable time before the Fund begins to print and
mail its proxy  statement.  Any such  submission  must also be submitted by such
date and contain such  information as may be specified in the Fund's Bylaws,  or
as required by any relevant stock exchange listing standards.

                             ADDITIONAL INFORMATION

     INDEPENDENT  ACCOUNTANTS.  On January 23, 2004, the Audit  Committee of the
Board,  consisting  of those  Directors  who are not  "interested  persons"  (as
defined in the 1940 Act),  selected KPMG LLP ("KPMG"),  99 High Street,  Boston,
Massachusetts 02110-2371, as independent accountants for the Fund for the Fund's
fiscal year ending  November 30, 2004. The selection of KPMG was ratified by the
entire Board.  KPMG also served as independent  accountants for the Fund for the
Fund's fiscal year ending November 30, 2003. A  representative  of KPMG 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 years
ended November 30, 2002 and 2003, respectively.




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

                                                                                           
                  11/30/2002             $20,500              $10,500              $5,000              $ 0

                  11/30/2003             $22,500              $16,000              $5,250              $5,000+


*    "Audit-Related  Fees"  are  those  fees  billed  to the  Fund  by  KPMG  in
     connection  with  their  agreed-upon  procedures  reports  under the Fund's
     Articles  Supplementary.  Such  reports are  required  quarterly by Moody's
     Investor Service, Inc. and Standard & Poor's in connection with maintaining
     public ratings for the Fund's AMP Shares.

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

+    This  fee  relates  to  services  provided  by  KPMG in  connection  with a
     registration statement filed by the Fund in June 2003.



     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 ongoing
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  years ended  November  30, 2002 and  November 30, 2003
were pre-approved by the Audit Committee.



     KPMG 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, 2003,  KPMG
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 have engaged KPMG from time to time in the past to
provide  various  accounting,  auditing and  consulting  services and  currently
engages  KPMG as a  consultant  with  respect  to  ongoing  tax-related  issues.
However,  for the twelve months ended November 30, 2003, the Horejsi  Affiliates
paid $875 to KPMG 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  (collectively
"abstentions")  will be counted as shares that are present and  entitled to vote
on the  matter  for  purposes  of  determining  the  presence  of a  quorum.  In
circumstances  where the vote to approve a matter is a percentage  of votes cast
(Proposal 1), abstentions have no effect because they are not a vote cast. Thus,
they will be  disregarded  in  determining  the "votes  cast" on the  particular
issue.  However, with respect to Proposals 2 through 12, where the vote required
to approve the matter is the affirmative  vote of the holders of a percentage of
the total  number of votes  entitled  to be cast,  an  abstention  will have the
effect of a vote "against" the respective proposals.


                    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.

--------------------------------------------------------------------------------
IT IS  IMPORTANT  THAT  PROXIES BE RETURNED  PROMPTLY.  STOCKHOLDERS  WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE  THEREFORE  URGED TO COMPLETE,  SIGN,  DATE AND
RETURN  ALL  PROXY  CARDS  AS  SOON AS  POSSIBLE  IN THE  ENCLOSED  POSTAGE-PAID
ENVELOPE.
--------------------------------------------------------------------------------



                                                                       EXHIBIT B

                         BOULDER TOTAL RETURN FUND, INC.
                             AUDIT COMMITTEE CHARTER


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;

     (c)  that at least one of the Committee  members has  accounting or related
          financial management expertise; and

     (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.  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.

     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.

     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.


     (a)  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.

     (b)  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.

          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."

          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:.

          (1) 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.


          (2) 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.

          (3) 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.

          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.

     (c). 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.

     (d). 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.


          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.

Adopted January 23, 2004




                                      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  N.  Calabria,  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
Doubletree La Posada Resort, 4949 E. Lincoln Drive, Scottsdale,  Arizona at 9:00
a.m.  Mountain Standard Time (local time), on May 18, 2004, 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  and  "FOR"  each of the other
proposals described in the Proxy Statement.  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
PROPOSALS 1 THROUGH 12.

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

1    Election of Directors: Nominees are Richard I. Barr, Joel W. Looney, Alfred
     G.  Aldridge,  Jr.,  Susan L.  Ciciora,  and  Stephen  C.  Miller.
     FOR____ WITHOLD___ 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 SHAREHOLDERS  VOTE "FOR" ELECTION OF
ALL THE NOMINEES

STOCKHOLDERS  MAY VOTE WITH  RESPECT  TO ALL OF THE  PROPOSALS  2 THROUGH  12 BY
MAKING  THE  APPROPRIATE  OMNIBUS  SELECTION  TO THE RIGHT
                                                FOR ___  AGAINST  ___ ABSTAIN___

2    An amendment to the Fund's charter (the  "Charter") to declassify the Board
     and provide for annual election of Directors FOR___ AGAINST ___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

3    An amendment to the Charter  providing that Directors shall be elected by a
     plurality  of votes cast at a meeting  at which a quorum is present
     FOR___ AGAINST ___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

4    An amendment to the Charter repealing a provision  requiring that Directors
     may be removed only by the affirmative  vote of the holders of at least 80%
     of the class of stock  entitled to elect that Director
     FOR___  AGAINST ___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

5    An amendment to the Charter  providing that the Secretary of the Fund shall
     call a special stockholders meeting upon the written request of the holders
     of 25% outstanding  shares entitled to vote at the meeting.
     FOR___ AGAINST___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

6    An amendment to the Charter vesting in the  stockholders the power to amend
     or adopt  Bylaws by the  affirmative  vote of a majority of votes cast at a
     meeting at which a quorum is present FOR___ AGAINST ___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

7    An  amendment  of the  Charter  prohibiting  the Fund from  opting into any
     provision  of the Maryland  Unsolicited  Takeovers  Act
     FOR___  AGAINST ___ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

8    An  amendment to the Charter to alter the vote  required to effect  certain
     extraordinary corporate transactions FOR___ AGAINST ___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT




9    An amendment to the Charter to establish the maximum number of Directors at
     five  FOR___ AGAINST ___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

10   An amendment to the Charter  providing  that upon  redemption of all of the
     Preferred  Stock,  the term of any  Directors  elected  by the  holders  of
     Preferred Stock will automatically terminate FOR___ AGAINST ___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

11   An amendment to the Charter  repealing a provision  requiring  that certain
     amendments  to various  other  provisions of the Charter be approved by the
     holders  of at least  80% of the  shares  of the  Fund's  Common  Stock and
     Preferred  Stock,  voting together as a single class, and 80% of the shares
     of the Fund's Preferred Stock, voting separately
     FOR___ AGAINST ___ ABSTAIN___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

12   A proposal to amend and restate the Charter, the implementation of which is
     contingent  on the  approval of  Proposals 2 through 12
     FOR___  AGAINST ___ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

13   TO VOTE AND OTHERWISE  REPRESENT THE  UNDERSIGNED  ON ANY OTHER MATTER THAT
     MAY  PROPERLY  COME  BEFORE  THE  ANNUAL  MEETING  OR  ANY  ADJOURNMENT  OR
     POSTPONEMENT THEREOF IN THE DISCRETION OF THE PROXY HOLDER


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 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 N.
Calabria,  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 Doubletree La Posada Resort, 4949 E. Lincoln
Drive, Scottsdale,  Arizona at 9:00 a.m. Mountain Standard Time (local time), on
May 18, 2004, 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 and "FOR"
each of the other proposals  described in the Proxy  Statement.  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.

If  stockholders  do not  approve  Proposal  2,  AMPS  stockholders  will not be
entitled to vote on  Directors  at this  Meeting and thus their votes cast under
Proposal 1 will be disregarded.


                   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
PROPOSALS 1 THROUGH 12.

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

1    Election of Directors: Nominees are Richard I. Barr and Susan L.  Ciciora
     FOR____ WITHOLD___ 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 SHAREHOLDERS  VOTE "FOR" ELECTION OF
ALL THE NOMINEES

STOCKHOLDERS  MAY VOTE WITH  RESPECT  TO ALL OF THE  PROPOSALS  2 THROUGH  12 BY
MAKING  THE  APPROPRIATE  OMNIBUS  SELECTION  TO THE RIGHT
                                                FOR ___  AGAINST  ___ ABSTAIN___

2    An amendment to the Fund's charter (the  "Charter") to declassify the Board
     and provide for annual election of Directors FOR___ AGAINST ___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

3    An amendment to the Charter  providing that Directors shall be elected by a
     plurality  of votes cast at a meeting  at which a quorum is present
     FOR___ AGAINST ___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

4    An amendment to the Charter repealing a provision  requiring that Directors
     may be removed only by the affirmative  vote of the holders of at least 80%
     of the class of stock  entitled to elect that Director
     FOR___  AGAINST ___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

5    An amendment to the Charter  providing that the Secretary of the Fund shall
     call a special stockholders meeting upon the written request of the holders
     of 25% outstanding  shares entitled to vote at the meeting.
     FOR___ AGAINST___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

6    An amendment to the Charter vesting in the  stockholders the power to amend
     or adopt  Bylaws by the  affirmative  vote of a majority of votes cast at a
     meeting at which a quorum is present FOR___ AGAINST ___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

7    An  amendment  of the  Charter  prohibiting  the Fund from  opting into any
     provision  of the Maryland  Unsolicited  Takeovers  Act
     FOR___  AGAINST ___ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

8    An  amendment to the Charter to alter the vote  required to effect  certain
     extraordinary corporate transactions FOR___ AGAINST ___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT




9    An amendment to the Charter to establish the maximum number of Directors at
     five  FOR___ AGAINST ___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

10   An amendment to the Charter  providing  that upon  redemption of all of the
     Preferred  Stock,  the term of any  Directors  elected  by the  holders  of
     Preferred Stock will automatically terminate FOR___ AGAINST ___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

11   An amendment to the Charter  repealing a provision  requiring  that certain
     amendments  to various  other  provisions of the Charter be approved by the
     holders  of at least  80% of the  shares  of the  Fund's  Common  Stock and
     Preferred  Stock,  voting together as a single class, and 80% of the shares
     of the Fund's Preferred Stock, voting separately
     FOR___ AGAINST ___ ABSTAIN___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

12   A proposal to amend and restate the Charter, the implementation of which is
     contingent  on the  approval of  Proposals 2 through 12
     FOR___  AGAINST ___ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

13   TO VOTE AND OTHERWISE  REPRESENT THE  UNDERSIGNED  ON ANY OTHER MATTER THAT
     MAY  PROPERLY  COME  BEFORE  THE  ANNUAL  MEETING  OR  ANY  ADJOURNMENT  OR
     POSTPONEMENT THEREOF IN THE DISCRETION OF THE PROXY HOLDER


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:              -------------------------