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Exhibit 99.2(r)
BOULDER TOTAL RETURN FUND, INC.
BOULDER INVESTMENT ADVISERS, L.L.C.
STEWART INVESTMENT ADVISERS, LTD.
AMENDED AND RESTATED
CODE OF ETHICS
I. Introduction
A. General Principles
This Code of Ethics ("Code") establishes rules of conduct for
"Covered Persons" (as defined herein) of the Boulder Total Return
Fund, Inc. (the "Fund"), Boulder Investment Advisers, L.L.C. and
Stewart Investment Advisers, Ltd. (each an "Adviser" and together
the "Advisers") and is designed to govern the personal securities
activities of Covered Persons. In general, in connection with
personal securities transactions, Covered Persons should (1) always
place the interests of the Fund's shareholders first; (2) ensure
that all personal securities transactions are conducted consistent
with this Code and in such a manner as to avoid any actual or
potential conflict of interest or any abuse of a Covered Person's
position of trust and responsibility; and (3) not take inappropriate
advantage of their positions.
B. Applicability
For purposes of this Code, "Covered Person" shall mean:
1. Any officer or employee of the Fund or officer, employee or
Director of any Adviser, or of any company in a control
relationship to the Fund or any Adviser who, in connection
with his or her regular functions or duties, makes,
participates in or obtains information regarding the purchase
or sale of securities by the Fund or whose functions relate to
the making of any recommendation to the Fund regarding the
purchase or sale of securities, or any natural person in a
control relationship to the Fund or any Adviser who obtains
information concerning recommendations made to the Fund with
regard to the purchase or sale of a security (collectively, an
"Advisory Person"), including the person or persons with the
direct responsibility and authority to make investment
decisions affecting the Fund (the "Portfolio Manager"); and
2. Any Director of the Fund.
This Code shall not apply to any director, officer, or other person
if such individual is required to comply with another organization's
code of ethics which has been approved by the Board of Directors of
the Fund pursuant to Rule 17j-1 under the Investment Company Act of
1940, as amended (the "1940 Act").
[Note: This code does not cover any Principal Underwriter and
affiliated persons.]
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II. Restrictions on Activities
A. Blackout Periods
1. No Advisory Person shall purchase or sell, directly or
indirectly, any security in which he or she has, or by reason
of such transaction acquires, any direct or indirect
beneficial ownership (as defined in Attachment A to this Code)
on a day during which the Fund has a pending "buy" or "sell"
order in that same security until that order is executed or
withdrawn.
2. No Portfolio Manager shall purchase or sell, directly or
indirectly, any security in which he or she has, or by reason
of such transaction acquires, any direct or indirect
beneficial ownership (as defined in Attachment A to this Code)
within seven (7) calendar days before or after the Fund trades
in that security.
B. Interested Transactions
No Covered Person shall recommend any securities transactions by the
Fund without having disclosed his or her interest, if any, in such
securities or the issuer thereof, including without limitation:
a. any direct or indirect beneficial ownership (as defined in
Attachment A to this Code) of any securities of such issuer;
b. any contemplated transaction by such person in such
securities;
c. any position with such issuer or its affiliates; and
d. any present or proposed business relationship between such
issuer or its affiliates and such person or any party in which
such person has a significant interest.
C. Initial Public Offerings
No Advisory Person shall acquire, directly or indirectly, beneficial
ownership of any securities in an initial public offering without
the prior approval of the Designated Supervisory Person (as
hereinafter defined). Prior to granting any such approval, the
Designated Supervisory Person will carefully review information
provided by such Advisory Person on a Preclearance Approval Form
(see Exhibit B) containing full details of the proposed transaction.
The Designated Supervisory Person shall take into consideration,
among other factors, whether the investment opportunity should be
reserved for the Fund and its shareholders, whether the opportunity
is being offered to the Advisory Person as a reward for prior
business, or otherwise by virtue of his or her position with the
Fund, and whether it would be reasonable to expect that the Advisory
Person's future investment decisions for the Fund will continue to
be based solely on the best interest of the Fund's shareholders.
Purchases of initial public offerings of volatile securities which
are difficult to obtain, such as certain common stocks, will
ordinarily not be approved. In contrast, purchases of generally
available initial public offerings of less volatile securities
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such as municipal bonds in which the Fund does not customarily
invest would usually be approved.
D. Private Placements
No Advisory Person shall acquire, directly or indirectly, beneficial
ownership of any securities in a private placement without the prior
approval of the Designated Supervisory Person. Prior to granting any
such approval, the Designated Supervisory Person will carefully
review information provided by such Advisory Person on a
Preclearance Approval Form (see Exhibit B) containing full details
of the proposed transaction. The Designated Supervisory Person shall
take into consideration, among other factors, whether the investment
opportunity should be reserved for the Fund and its shareholders,
whether the opportunity is being offered to the Advisory Person as a
reward for prior business, or otherwise by virtue of his or her
position with the Fund, and whether it would be reasonable to expect
that the Advisory Person's future investment decisions for the Fund
will continue to be based solely on the best interest of the Fund's
shareholders. Advisory Persons who have acquired securities in a
private placement shall disclose that investment (i) when they play
a part in the Fund's subsequent consideration of an investment in
the issuer, or (ii) otherwise prior to any investment by the Fund
when such Advisory Person knows or should know of the Fund's planned
investment. In such circumstances, the Fund's decision to purchase
securities of the issuer will be subject to an independent review by
Advisory Persons with no personal interest in the issuer.
E. Gifts
No Advisory Person shall receive any gift or other things of more
than de minimis value i.e., totaling $250 in any 12-month period,
from any person or entity that does business with or on behalf of
the Fund, other than reasonable business-related meals or tickets to
sporting events, theater or similar activities.
F. Service as a Director
No Advisory Person shall serve on the board of directors of any
publicly traded company without prior authorization from a committee
comprised of the Designated Supervisory Person and any one
non-interested director (the "Compliance Committee") based upon a
determination that such board service would be consistent with the
interests of the Fund and its shareholders. If such service is
authorized, the Advisory Person will be isolated from making
investment decisions relating to such service through the
implementation of appropriate "Chinese Wall" procedures established
by the Compliance Committee.
III. Exempt Transactions
A. For purposes of this Code, the term "security" shall not include the
following:
1. securities issued or guaranteed as to principal or interest by
the Government of the United States or its instrumentalities;
2. bankers' acceptances;
3. bank certificates of deposit;
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4. commercial paper and similar high quality short-term debt
instruments, including repurchase agreements; and
5. shares of registered open-end investment companies.
"Security" shall include options, futures contracts as well as
"related securities," such as convertible securities and warrants.
B. The prohibitions described in paragraph (A) of Article II shall not
apply to:
1. Purchases or sales effected in any account over which the
Covered Person has no direct or indirect influence or control;
2. Purchases or sales that are non-volitional on the part of the
Covered Person;
3. Purchases that are part of an automatic dividend reinvestment
plan;
4. Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its securities,
to the extent such rights were acquired from the issuer, and
sales of such rights so acquired; or
5. Subject to the advance approval by a Designated Supervisory
Person (as defined below) purchases or sales which are only
remotely potentially harmful to the Fund because such
purchases or sales would be unlikely to affect a highly
institutional market, or because such purchases or sales are
clearly not related economically to the securities held,
purchased or sold by the Fund.
IV. Compliance Procedures
A. Preclearance
Subject to paragraph D. below, a Covered Person may directly or
indirectly acquire or dispose of beneficial ownership of a security,
including shares of the Fund, only if (1) such purchase or sale has
been approved by the Supervisory Person designated by the Board of
Directors of the Fund or, in the case of any other supervisory
person employed by an Adviser, by such Adviser and approved by the
Board of Directors of the Fund (the "Designated Supervisory
Person"), (2) the approved transaction is completed on the same day
approval is received and (3) the Designated Supervisory Person has
not rescinded such approval prior to execution of the transaction.
In order to facilitate the foregoing preclearance procedures:
1. A Trading Approval Form, attached as Exhibit A, must be
completed and submitted to the Designated Supervisory Person
prior to any decision to approve a transaction.
2. After reviewing the proposed trade and the level of potential
investment interest on behalf of the Fund in the security in
question, and the Fund's restricted lists, if any, the
Designated Supervisory Person shall approve (or disapprove) a
trading order as expeditiously as possible. The Designated
Supervisory Person will
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generally approve transactions described below unless the
security in question or a related security is on the
Restricted List or the Designated Supervisory Person believes
for any other reason that the Covered Person should not trade
in such security at such time:
a. Non-convertible fixed income securities rated at least
"A";
b. Equity Securities of a class having a market
capitalization in excess of $5 billion if the
transaction in question and the aggregate amount of such
Securities and any related Securities purchased and sold
for the Covered Person in question during the preceding
60 days does not exceed (x) $10,000 or (y) 100 shares or
(z) 1% of the trading volume in the shares over the
previous 4 calendar weeks; and
c. Municipal Securities.
3. In the absence of the Designated Supervisory Person, a Covered
Person may submit his or her Trading Approval Form to a
designee of the Designated Supervisory Person if the
Designated Supervisory Person in his sole discretion wishes to
appoint one. Trading approval for the Designated Supervisory
Person must be obtained from a designated supervisory person
for the Designated Supervisory Person.
4. In rendering approvals, the Designated Supervisory Person
shall consider information contained in previously submitted
Trading Approval Forms and any initial, quarterly and annual
disclosure certifications previously submitted by the Covered
Person, in order to generally consider that person's trading
activities with a view to ensuring that all Covered Persons
are complying with the spirit as well as the detailed
requirements of this Code.
B. Reporting
1. Initial Holdings Reports. No later than 10 calendar days after
the person becomes a Covered Person, the following information
shall be submitted by each Covered Person to the Designated
Compliance Person in an Initial Holdings Report in the form
set forth as Exhibit C:
a. The title, number of shares and principal amount of each
Covered Security in which the Covered Person had any
direct or indirect beneficial ownership when the person
became a Covered Person;
b. The name of any broker, dealer or bank with whom the
Covered Person maintained an account in which any
securities were held for the direct or indirect benefit
of the Covered Person as of the date the person became a
Covered Person; and
c. The date that the report is submitted by the Covered
Person
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2. Quarterly Transaction Reports. Every Covered Person must make
a quarterly transaction report covering each non-exempt
transaction by which the Covered Person acquires any direct or
indirect beneficial ownership (as defined in Exhibit A to this
Code) of a security, provided, however, that a Covered Person
shall not be required to make a report with respect to any
transaction effected for any account over which such person
does not have any direct or indirect influence or control or
which would duplicate information recorded pursuant to Rules
204-2(a)(12) or 204-2(a)(13) under the Investment Advisers Act
of 1940, as amended.
A Covered Person must submit the quarterly transaction report
(see Exhibit D) to the Designated Supervisory Person no later
than 10 days after the end of the calendar quarter in which
the transaction to which the report relates was effected. Each
report must contain the following information:
a. The date of the transaction, the title, the interest
rate and maturity date (if applicable) and the number of
shares, and the principal amount of each security
involved:
b. The nature of the transaction (i.e., purchase, sale or
other acquisition or disposition);
c. The price at which the transaction was effected;
d. The name of the broker, dealer or bank with or through
whom the transaction was effected; and
e. The date that the report is submitted.
With respect to any account established by a Covered Person
during the quarter for the direct or indirect benefit of the
Covered Person, the Covered Person shall report:
1. The name of the broker, dealer or bank with whom the
Covered Person established the account;
2. The date the account was established; and
3. The date that the report is submitted by the Covered
Person.
Any broker or futures commission merchant through which a
transaction is effected shall be directed by the Covered
Person to supply to the Designated Supervisory Person, on a
timely basis, duplicate confirmations and monthly brokerage
statements for all securities accounts.
3. Annual Holdings Reports. Annually, the following information
(which information must be current as of a date no more than
30 calendar days before the report is submitted):
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a. The title, number of shares and principal amount of each
Security in which the Covered Person had any direct or
indirect beneficial ownership;
b. The name of any broker, dealer or bank with whom the
Covered Person maintains an account in which any
securities are held for the direct or indirect benefit
of the Covered Person; and
c. The date that the report is submitted by the Covered
Person.
4. Disclaiming Beneficial Ownership. Any report submitted to
comply with the requirements of this Section IV.B. may contain
a statement that the report shall not be construed as an
admission by the person making such report that such person
has any direct or indirect beneficial ownership (as defined in
Exhibit A) in the securities to which the report relates.
C. Non-Interested Directors and Covered Persons Not Affiliated with any
of the Fund's Investment Advisers
Any person who is a Covered Person by virtue of being (i) a Director
of the Fund, but who is not an "interested person" (as defined in
the 1940 Act) of the Fund (an "Independent Director") shall be
required to comply with Sections IV.A. (Preclearance) and Section
IV.B.2. (Quarterly Transaction Reports) above, or (ii) an officer of
the Fund, but is not an Advisory Person and is not an affiliate of
any Adviser, shall be required to comply with Section IV.A.
(Preclearance) above, with respect to a transaction only if such
person, at the time of that transaction, knew, or in the ordinary
course of fulfilling his or her official duties should have known,
that during the 15-day period immediately preceding the date of the
transaction by such person, the security such person purchased or
sold is or was purchased or sold by the Fund or was being considered
for purchase or sale by the Fund. In addition, Independent Directors
are not required to submit the Initial Holdings Reports and Annual
Holdings Reports required by Sections IV.B.1 and 3 above.
D. Certification of Compliance
Each Covered Person is required to certify annually that he or she
has read and understood the Fund's Code and recognizes that he or
she is subject to such Code. Further, each Covered Person is
required to certify annually that he or she has complied with all
the requirements of the Code and that he or she has disclosed or
reported all personal securities transactions required to be
disclosed or reported pursuant to the requirements of the Code.
E. Review by the Board of Directors
No less frequently than annually, the Fund and each Adviser must
furnish to the Fund's Board of Directors, and the Board of Directors
must consider, a written report that:
1. Describes any issues arising under the Code or procedures
since the last report to the Fund's Board of Directors,
including, but not limited to, information about
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material violations of the Code or procedures and sanctions
imposed in response to the material violations; and
2. Certifies that the Fund and each Adviser has adopted
procedures reasonably necessary to prevent Covered Persons
from violating the Code.
The Board of Directors of the Fund, including a majority of
Independent Directors, must approve any material changes to the Code
no later than six months after adoption of the material change. The
Board must base its approval of any material changes to the Code on
a determination that the Code contains provisions reasonably
necessary to prevent Covered Persons from engaging in any conduct
prohibited under Rule 17j-1 under the 1940 Act and the Code.
Before approving any amendment to the Code, the Board must receive a
certification from the Fund and each Adviser that it has adopted
procedures reasonably necessary to prevent Covered Persons from
violating the Code.
V. Sanctions
Upon discovering that a Covered Person has not complied with the
requirements of this Code, the Designated Supervisory Person shall submit
findings to the Board of Directors, or any Compliance Committee. The Board
or Compliance Committee may impose on that Covered Person whatever
sanctions it deems appropriate, including, among other things,
disgorgement of profits, censure, suspension or termination of employment.
Any significant sanction imposed shall be reported to the Board of
Directors in accordance with Section IV.E. above.
VI. Confidentiality
All information obtained from any Covered Person hereunder shall be kept
in strict confidence, except that reports of securities transactions
hereunder may be made available to the Securities and Exchange Commission
or any other regulatory or self-regulatory organization, and may otherwise
be disclosed to the extent required by law or regulation.
VII. Other Laws, Rules and Statements of Policy
Nothing contained in this Code shall be interpreted as relieving any
Covered Person from acting in accordance with the provision of any
applicable law, rule, or regulation or any other statement of policy or
procedures governing the conduct of such person adopted by the Fund.
VIII. Further Information
If any person has any questions with regard to the applicability of the
provisions of this Code generally or with regard to any securities
transaction or transactions such person should consult the Designated
Supervisory Person.
IX. Records
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The Fund and each Adviser must maintain the following records:
1. A copy of each Code of Ethics for the organization that is in
effect, or any time within the past five years was in effect, must
be maintained in an easily accessible place.
2. A record of any violation of the Code, and of any action taken as a
result of the violation, must be maintained in an easily accessible
place for at least five years after the end of the fiscal years in
which the violation occurs.
3. A copy of each report made by a Covered Person as required by the
Code, including any information provided in lieu of the quarterly
reports, must be maintained for at least five years after the end of
the fiscal year in which the report is made or the information is
provided, the first two years in an easily accessible place.
4. A record of all persons, currently or within the past five years,
who are or were required to make reports, or who were responsible
for reviewing these reports, must be maintained in an easily
accessible place.
5. A copy of each annual report to the Board of Directors must be
maintained for at least five years after the end of the fiscal year
in which it is made, the first two years in an easily accessible
place.
6. The Fund or an Advisor, as applicable, must maintain a record of any
decision, and the reasons supporting the decision, to approve the
acquisition by a Covered Person of IPOs or private placements, for
at least five years after the end of the fiscal year in which the
approval is granted.
Originally dated: January 20, 1995
Approved as amended: January 23, 1998
Approved as amended: January 15, 1999
Approved as amended: June 23, 2000
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Exhibit A
The term "beneficial ownership" as used in the attached Code of Ethics
(the "Code") is to be interpreted by reference to Rule 16a-1(a)(2) under the
Securities Exchange Act of 1934 (the "Rule"), except that the determination of
direct or indirect beneficial ownership for purposes of the Code must be made
with respect to all securities that a Covered Person has or acquires. Under the
Rule, a person is generally deemed to have beneficial ownership of securities if
the person, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares a direct or indirect
pecuniary interest in the securities.
The term "pecuniary interest" in particular securities is generally
defined in the Rule to mean the opportunity, directly or indirectly, to profit
or share in any profit derived from a transaction in the securities. A person is
refutably deemed to have an "indirect pecuniary interest" within the meaning of
the Rule in any securities held by members of the person's immediate family
sharing the same household, the term "immediate family" including any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
sister-in-law, as well as adoptive relationships. Under the Rule, an indirect
pecuniary interest also includes, among other things: a general partner's
proportionate interest in the portfolio securities held by a general or limited
partnership; a performance-related fee, other than an asset-based fee, received
by any broker, dealer, bank, insurance company, investment company, investment
adviser, investment manager, trustee or person or entity performing a similar
function; a person's right to dividends that is separated or separable from the
underlying securities; a person's interest in securities held by certain trusts;
and a person's right to acquire equity securities through the exercise or
conversion of any derivative security, whether or not presently exercisable, the
term "derivative security" being generally defined as any option, warrant,
convertible security, stock appreciation right, or similar right with an
exercise or conversion privilege at a price related to an equity security, or
similar securities with, or value derived from, the value of an equity security.
For purposes of the Rule, a person who is a shareholder of a corporation or
similar entity is not deemed to have a pecuniary interest in portfolio
securities held by the corporation or entity, so long as the shareholder is not
a controlling shareholder of the corporation or the entity and does not have or
share investment control over the corporation's or the entity portfolio.
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Exhibit B
BOULDER TOTAL RETURN FUND, INC.
PRE-CLEARANCE TRADING APPROVAL FORM
I, ___________________________________________________ (name), am a Covered
Person and seek Preclearance to engage in the transaction described below:
Acquisition or Disposition (circle one)
Name of Account: ____________________________________________
Account Number: ____________________________________________
Date of Request: ____________________________________________
Security: ____________________________________________
Amount or # of Shares: ____________________________________________
Broker: ____________________________________________
If the transaction involves a Security that is not publicly traded, a
description of proposed transaction, source of investment opportunity and any
potential conflicts of interest:
I hereby certify that, to the best of my knowledge, the transaction described
herein is not prohibited by the Funds' Code of Ethics dated ____________, 2000
and that the opportunity to engage in the transaction did not arise by virtue of
my activities on behalf of any Client.
Signature: ______________________________________
Print Name:
Approved or Disapproved (Circle One)
Date of Approval:
Signature: ______________________________________
Print Name:
If approval is granted, please forward this form to the trading desk (or if a
third party broker is permitted, to the Designated Supervisory Person) for
immediate execution.
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Exhibit C
BOULDER TOTAL RETURN FUND, INC.
INITIAL HOLDINGS REPORT
Report Submitted by:__________________________________________________________
Print Your Name
The following table supplies the information required by Section
IV(B) of the Code of Ethics dated June 23, 2000 for the period specified below.
Securities Quantity of Price Per Name of the Broker/Dealer Nature of
(Name and Securities Share or with or through whom the Ownership of
Symbol) Other Unit Securities are Held Securities
To the extent specified above, I hereby disclaim beneficial ownership of any
security listed in this Report or in brokerage statements or transaction
confirmations provided by you.
--------------------------------------------------------------------------------
I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT TO THE BEST
OF MY KNOWLEDGE THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT FOR
THE PERIOD OF __________, 2000 THROUGH ____________, _____.
Signature: _________________________
Position: _________________________
Date: _________________________
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Exhibit D
BOULDER TOTAL RETURN FUND, INC.
QUARTERLY TRANSACTION REPORT
Report Submitted by: _____________________________________________________
Print Your Name
This transaction report (the "Report") is submitted pursuant to
Section IV(B) of the Code of Ethics of the Fund and supplies information with
respect to transactions in any Security in which you may be deemed to have, or
by reason of such transaction acquire, any direct or indirect beneficial
ownership interest for the period specified below. If you were not employed by
us during this entire period, amend the dates specified below to cover your
period of employment.
Unless the context otherwise requires, all terms used in the Report
shall have the same meaning as set forth in the Code of Ethics dated June 23,
2000.
If you have no reportable transactions, sign and return this page
only. If you have reportable transactions, complete, sign and return page 2 and
any attachments.
--------------------------------------------------------------------------------
I HAD NO REPORTABLE SECURITIES TRANSACTIONS DURING THE PERIOD
__________, 2000 THROUGH _________, _______. I CERTIFY THAT I AM FULLY FAMILIAR
WITH THE CODE OF ETHICS AND THAT TO THE BEST OF MY KNOWLEDGE THE INFORMATION
FURNISHED IN THIS REPORT IS TRUE AND CORRECT.
Signature: _________________________
Position: _________________________
Date: _________________________
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Page 2
BOULDER TOTAL RETURN FUND, INC.
QUARTERLY TRANSACTION REPORT
Report Submitted by:__________________________________________________________
Print Your Name
The following table supplies the information required by Section
IV(C) of the Code of Ethics dated ____________, 2000 for the period specified
below. Transactions reported on brokerage statements or duplicate confirmations
actually received by the Designated Supervisory Person do not have to be listed
although it is your responsibility to make sure that such statements or
confirmations are complete and have been received in a timely fashion.
<TABLE>
<CAPTION>
Securities Date of Whether Quantity Price Per Name of the Nature of
(Name and Transaction Purchase, of Share or Broker/Dealer Ownership
Symbol) Sale, Short Securities Other Unit with or of
Sale, or through Securities
Other Type of whom the
Disposition Transaction
or was
Acquisition Effected
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
To the extent specified above, I hereby disclaim beneficial
ownership of any security listed in this Report or in brokerage statements or
transaction confirmations provided by you.
--------------------------------------------------------------------------------
I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT
TO THE BEST OF MY KNOWLEDGE THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND
CORRECT FOR THE PERIOD OF _________, 2000 THROUGH ___________, _____.
Signature: _________________________
Position: _________________________
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Date: _________________________
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Exhibit E
BOULDER TOTAL RETURN FUND, INC.
ANNUAL HOLDINGS REPORT
Report Submitted by:__________________________________________________________
Print Your Name
The following table supplies the information required by Section
IV(B) of the Code of Ethics dated June 23, 2000 for the period specified below.
Securities Quantity of Price Per Name of the Broker/Dealer Nature of
(Name and Securities Share or with or through whom the Ownership of
Symbol) ----------- Other Unit Transaction was Effected Securities
------- ---------- ------------------------ ----------
To the extent specified above, I hereby disclaim beneficial ownership of
any security listed in this Report or in brokerage statements or transaction
confirmations provided by you.
--------------------------------------------------------------------------------
I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT TO THE
BEST OF MY KNOWLEDGE THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND
CORRECT FOR THE PERIOD OF __________, 2000 THROUGH ____________, _____.
Signature: _________________________
Position: _________________________
Date: _________________________
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Exhibit F
BOULDER TOTAL RETURN FUND, INC.
ANNUAL CERTIFICATION OF CODE OF ETHICS
I (a Covered Person) hereby certify that I have read and understood
the Code of Ethics of Boulder Total Return Fund, Inc. dated June 23, 2000 and
recognize that I am subject to its provisions. In addition, I hereby certify
that I have complied with the requirements of the Code of Ethics and that I have
disclosed or reported all personal Securities transactions required to be
disclosed or reported under the Code of Ethics.
Signature: _________________________
Position: _________________________
Date: _________________________
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