<PAGE>
[GRAPHIC OMITTED]
BOULDER TOTAL RETURN FUND, INC.
SEMI-ANNUAL REPORT-MAY 31, 2000
Dear Shareholder:
Shareholders of the Boulder Total Return Fund got a fairly good taste of
what the Fund is all about this past quarter. The Fund's total return on net
asset value for the fiscal quarter ending 5/31/00 was 16.4% (the total return on
the Fund's market value was 22.7%, but that's a different story - see more
below). This nice return is on the heels of a terrible first quarter when our
return was -12.0%. Combining the two quarters together, the Fund had a total
return on NAV of 2 1/2% for the 6 months ending 5/31/00. This beat the S&P 500,
which had a return of 2 1/4% for the same 6 month period.
Six months is a short time frame in which to measure performance for any
investment vehicle. But the results from the past six months for BTF provide
some valuable insight into our modus operandi.
The Fund bought some unexciting stocks including an old "fuddy-duddy" blue
chip stock earlier this year, at near book value. This company makes money, it's
well run, well financed, and has a good outlook for the future. It's Associates
First Capital. We bought 400,000 shares at an average cost of around $17 per
share. It's now trading at $28 per share. Not every stock we buy will increase
in value that quickly. However, we expect every common stock that we buy for
value (as opposed to the REITs and RICs which we've bought for income) will
increase in value over time. Otherwise, we wouldn't buy it.
We have now chosen the investments for about half of the Fund's assets. We
are very happy with the purchases we have made and believe that in five years
you will be too. We have a lot of confidence in the long-term outlook for the
companies in which we have invested. Another 25% of the Fund is already in cash,
awaiting the opportunity to take advantage of similar opportunities to those we
have already bought. The final 25% of the Fund is still in the remainder of the
preferreds we inherited when we took over the Fund.
One caveat: Our concentrated portfolio may lead to wider volatility in our
NAV and our market price than most funds. This doesn't bother us at all. Just
remember, as long as you don't sell when prices are low, and don't buy when
prices are high, volatility doesn't matter. When the market acts irrationally,
you have two choices. You can either ignore it, or take advantage of it. Just be
sure it doesn't take advantage of you.
The Fund has made several other common stock purchases, and a lot of sales
of preferreds. Were it not for preferreds in our portfolio the last six months,
the NAV of the Fund would be higher than it is today. However, it's the
portfolio that was inherited when Boulder Investment Advisers ("BIA") and
Stewart Investment Advisers took the reins on August 27, 1999.
The Fund's investments got some attention recently. The NY Times ran an
article on the Boulder Total Return Fund in late May which was somewhat
favorable. You may have noticed the Fund's market price spiked up sharply the
following day, on fairly significant volume. About 8% of the outstanding shares,
other than those owned by the Horejsi family, changed hands that day. This
caused the Fund's discount to narrow somewhat.
The Fund paid a dividend of 6 cents for the quarter ending March 31, and
expects to pay 5 cents this quarter. Obviously, net investment income is
declining, and may eventually go to zero. Therefore, this will probably be our
last quarterly dividend. Whatever income the Fund earns above and beyond the
expenses, will be paid out to shareholders, probably at the end of the year.
We've found what we perceive to be good values in some closed-end income
funds, trading at larger discounts than usual. The big discount at which these
funds were trading allows us to buy them and achieve the following advantages
over buying the underlying assets: (a) higher yields, (b) more cushion to the
downside, and (c) more opportunity for capital gains.
You may be asking why we don't buy the Fund's shares back. The answer is
simple. First, the Fund is leveraged with $77.5 million of Money Market
Preferred Stock ("MMP"). Right now that represents 37.5% of our assets. If we
bought back common shares, it would increase our leverage to the point that we
wouldn't be comfortable. Second, shrinking the Fund takes away cash that could
be used for opportunities to invest in securities that can give us compound
returns over time. Buying back common shares only provides a one-time shot in
the arm, which may be good for the short-term investors in our Fund, but is not
as good for the long-term investors. Third, and most important, is that we have
found a few things that we think are selling at bigger discounts than our own
shares.
The Board of Directors has approved a "swap" of our leverage. Here's the
rationale in a nutshell: Currently the Fund pays dividends to MMP shareholders
that will be 100% DRD (that stands for Dividends Received Deduction) eligible,
or else it is subject to paying an additional distribution. DRD is IRS jargon
for avoiding double taxation to qualifying corporate investors, who logically
are the primary investors in our existing MMP. If Corporation "A" buys equity
(stock) in Corporation "B", then "A" is permitted to deduct 70% of the dividend
income it receives from "B" from "A's" taxable income.
<PAGE>
So the Fund must earn dividends that are eligible for the DRD to pass them
through to the MMP holders. If the Fund pays out dividends to the MMP
shareholders that are not DRD eligible, then the Fund must pay them additional
money at year-end to make them whole for the additional tax liability on the
portion of the dividend not eligible for the DRD (the "gross-up payment"). Last
year our gross-up bill was $375,000, and in '98 it was over $600,000. In place
of the MMP, we are issuing $77.5 million of Auction Market Rate Preferred Stock
("AMPs"). These are fully taxable to the investor, and therefore will require a
higher coupon, which costs us more. However, we don't have to pay any additional
distribution at year-end, and we can replace our portfolio of low-yielding DRD
preferreds with higher yielding securities. The bottom line to the common
shareholder is: (a) The Fund will remain leveraged to the same extent it was
before, and (b) The new AMPs will carry a higher coupon than the MMP, but the
underlying assets that we are shifting to are expected to more than make up for
the higher cost.
On May 1, 2000, the Fund announced that BIA, the Fund's adviser,
recommended to the Board of Directors that the Fund should discontinue its
policy of hedging the preferred stocks in the Fund's portfolio. The Board voted
to approve this recommendation. The Fund has stopped hedging its preferred
stocks, and specifically, has discontinued purchasing out-of-the-money put
options on U.S. Treasury Bond Futures as a means of attempting to hedge the
interest rate risk in the preferred stocks it owns. The Fund's investments in
preferred stocks are now a significantly smaller percentage of the Fund's
portfolio than in August 1999 when shareholders approved the change in
objective. As of May 31, 2000, the Fund had approximately $52 million in
preferreds, representing 25% of the Fund's assets, which is down from over $200
million, or nearly 100%, last August. In light of this, and because of the
Fund's change in its objective to total return, hedging no longer plays a role
in achieving the Fund's objective. Though hedging may have dampened volatility
in the Fund's net asset value over the short term, the cost of hedging was high.
We are happy to have you all as partners in the Fund, and we look
enthusiastically to the future and what it will bring.
Sincerely,
/S/SIGNATURE
Stewart R. Horejsi
INVESTMENT MANAGER, SIA
JUNE 9, 2000
FINANCIAL DATA
PER SHARE OF COMMON STOCK (UNAUDITED)
-------------------------------------
<TABLE>
DIVIDEND
DIVIDEND NET ASSET NYSE REINVESTMENT
PAID VALUE CLOSING PRICE PRICE (1)
-------- ----------- ------------- ------------
<S> <C> <C> <C> <C>
November 30, 1999 .............................. $0.0770 $13.32 $10.1875 $10.18
December 31, 1999 .............................. 0.0770 12.99 9.6875 9.78
January 31, 2000 ............................... -- 12.44 9.5625 n/a
February 29, 2000 .............................. -- 11.63 8.8125 n/a
March 31, 2000 ................................. 0.0600 13.24 9.5625 9.73
April 30, 2000 ................................. -- 13.34 9.7500 n/a
May 31, 2000 ................................... -- 13.46 10.7500 n/a
<FN>
----------------
(1) Whenever the net asset value per share of the Fund's common stock is less
than or equal to the market price per share on the payment date, new shares
issued will be valued at the higher of net asset value or 95% of the then
current market price. Otherwise, the reinvestment shares of common stock
will be purchased in the open market.
</FN>
</TABLE>
<PAGE>
--------------------------------------------------------------------------------
BOULDER TOTAL RETURN FUND, INC.
PORTFOLIO OF INVESTMENTS
MAY 31, 2000 (UNAUDITED)
------------------------
VALUE
SHARES/PAR (NOTE 1)
---------- --------
COMMON STOCKS - 50.1%
DIVERSIFIED - 29.8%
750 Berkshire Hathaway Inc., Class A+ ............... $ 43,950,000
9,010 Berkshire Hathaway Inc., Class B+ ............... 16,992,860
-------------
TOTAL DIVERSIFIED ............................... 60,942,860
-------------
REITS - 6.9%
200,000 First Industrial Realty Trust ................... 5,812,500
600,000 New Plan Excel Realty Trust, Inc. ............... 8,287,500
-------------
TOTAL REITS ..................................... 14,100,000
-------------
FINANCIAL SERVICES - 5.4%
400,000 Associates First Capital Corporation, Class A ... 10,975,000
-------------
INVESTMENT COMPANIES - 4.1%
300,000 ACM Government Securities Fund .................. 1,912,500
8,100 John Hancock Patriot Prefered Dividend Fund ..... 83,025
54,000 Kemper Multi-Market Income Trust ................ 438,750
40,000 MFS Charter Income Trust ........................ 325,000
10,000 MFS Intermediate Income Trust ................... 61,875
54,300 MFS Mulitmarket Income Trust .................... 319,012
65,500 Oppenheimer Multi-Sector Income Trust ........... 495,344
286,600 Putnam Master Intermediate Income Trust ......... 1,701,687
400,000 Putnam Premier Income Trust ..................... 2,300,000
86,700 RCM Strategic Global Government Fund ............ 742,369
-------------
TOTAL INVESTMENT COMPANIES ...................... 8,379,562
-------------
INSURANCE - 3.8%
60,000 Progressive Corporation ......................... 5,632,500
9,000 Wesco Financial Corporation ..................... 2,187,000
-------------
TOTAL INSURANCE ................................. 7,819,500
-------------
UTILITY - 0.1%
7,950 WPS Resources Corporation ....................... 248,437
-------------
TOTAL COMMON STOCKS
(Cost $94,903,569) ............................ 102,465,359
-------------
PREFERRED STOCKS AND SECURITIES - 25.2%
UTILITIES - 11.4%
62,300 Alabama Power Capital Trust I,
7.375% TOPrS .................................. 1,335,556
29,700 Baltimore Gas & Electric Company,
6.700% Pfd., Series 1993 ...................... 2,910,269
86,450 CPL Capital,
8.000% QUIPS, Series A ........................ 1,912,706
7,134 Duke Energy Corporation,
4.500% Pfd., Series C ......................... 481,260
53,300 Enterprise Capital Trust I,
7.440% TOPrS, Series A ........................ 1,067,666
42,350 Florida Power & Light Company,
6.980% Pfd., Series S ......................... 4,187,568
1,167 Jersey Central Power & Light Company,
7.520% Sinking Fund Pfd., Series K ............ 120,049
2,500,000 KN Energy, Inc., KN Capital Trust I,
8.560% 4/15/27 Capital Security, Series B ..... 2,304,659
VALUE
SHARES/PAR (NOTE 1)
---------- --------
24,600 Mission Energy Company,
9.875% MIPS, Series A ......................... $ 608,850
1,400 Mississippi Power Company,
7.000% Pfd. ................................... 142,434
8,500 Monongahela Power Company,
$7.73 Pfd., Series L .......................... 871,675
12,600 Niagara Mohawk Power Corporation,
4.100% Pfd. ................................... 671,139
Ohio Edison Company:
2,700 4.440% Pfd. ................................... 150,660
8,000 4.560% Pfd. ................................... 484,335
105,425 Pennsylvania Power & Light Company,
PP&L Capital Trust II,
8.100% TOPrS .................................. 2,395,124
34,200 PSE&G Capital Trust I,
8.625% QUIPS, Series U ........................ 805,838
17,050 San Diego Gas & Electric Company,
6.800% Pfd. ................................... 424,119
104,000 Southern California Edison,
8.375% QUIDS, Series A ........................ 2,463,500
-------------
TOTAL UTILITIES ................................. 23,337,407
-------------
FINANCIAL SERVICES - 6.0%
29,500 Ace Capital Trust I,
8.875% TOPrS .................................. 703,391
55,000 Bear Stearns Company,
5.720% Pfd., Series F ......................... 2,185,700
31,546 Canadian General Capital,
9.125% TOPrS .................................. 753,161
5,000 FPC Capital I,
7.100% QUIPS, Series A ........................ 99,063
1,500 Heller Financial, Inc.,
6.950% Pfd., Series D ......................... 145,960
99,950 Household Capital Trust II,
8.700% TOPrS .................................. 2,330,084
Lehman Brothers Holdings Inc.:
26,300 5.940% Pfd., Series C ......................... 1,056,602
22,000 5.670% Pfd., Series D ......................... 797,829
5,000 MCN Financing,
8.625% TRUPS .................................. 111,094
18,600 Merrill Lynch Capital Trust II,
8.000% TOPrS .................................. 440,006
5,000 Merrill Lynch Preferred Capital Trust V,
7.280% TOPrS .................................. 107,812
75,000 SLM Holding Corporation,
6.970% Pfd. ................................... 3,616,162
-------------
TOTAL FINANCIAL SERVICES ........................ 12,346,864
-------------
BANKING - 3.4%
51,800 Citigroup Inc.,
6.213% Pfd., Series G ......................... 2,260,552
3,100,000 First Empire State Corporation,
First Empire Capital Trust I,
8.234% 2/1/27 Capital Security ................ 2,745,579
See Notes To Financial Statements.
3
<PAGE>
-----------------------------------------------------------------------------
BOULDER TOTAL RETURN FUND, INC.
PORTFOLIO OF INVESTMENTS (CONTINUED)
MAY 31, 2000 (UNAUDITED)
------------------------------------
VALUE
SHARES/PAR (NOTE 1)
---------- --------
PREFERRED STOCKS AND SECURITIES (CONTINUED)
BANKING (CONTINUED)
250 LaSalle National Corporation,
6.460% Pfd., 144A ** .......................... $ 226,339
30,000 HSBC USA Inc.,
$1.81 Pfd., Series E .......................... 753,244
1,000,000 Summit Capital Trust I,
8.400% 03/15/27 Capital Security, Series B .... 910,772
-------------
TOTAL BANKING ................................... 6,896,486
-------------
REITS - 2.0%
54,200 Avalonbay Communities,
8.960% Pfd., Series G ......................... 1,200,869
Equity Residential Properties:
56,000 9.375% Pfd., Series A ......................... 1,305,500
5,000 9.650% Pfd., Series F ......................... 117,188
8,100 First Industrial Realty,
7.950% Pfd. ................................... 153,647
48,500 Prologis Trust,
9.400% Pfd., Series A ......................... 1,124,594
5,000 Rouse Capital,
9.250% QUIPS .................................. 110,938
-------------
Total REITS ..................................... 4,012,736
-------------
MISCELLANEOUS INDUSTRIES - 1.7%
Conagra Capital LC:
109,300 Series B, Adj. Rate Pfd. ...................... 1,837,606
22,700 9.350% Pfd., Series C ......................... 549,056
43,100 SBC Communications Inc.,
8.500% Pfd. ................................... 1,054,603
-------------
TOTAL MISCELLANEOUS INDUSTRIES .................. 3,441,265
-------------
INSURANCE - 0.8%
62,000 American Re Capital,
8.500% 9/30/25 QUIPS .......................... 1,458,937
5,500 Hartford Capital I,
7.700% QUIPS, Series A ........................ 123,234
-------------
TOTAL INSURANCE ................................. 1,582,171
-------------
TOTAL PREFERRED STOCKS AND SECURITIES
(Cost $53,941,343) ............................ 51,616,929
-------------
VALUE
SHARES/PAR (NOTE 1)
---------- --------
U.S. TREASURY BILLS - 14.6%
$10,000,000 5.340% due 06/08/00(DOUBLE DAGGER) .............. $ 9,989,616
20,000,000 5.610% due 07/06/00(DOUBLE DAGGER) .............. 19,890,970
-------------
TOTAL U.S. TREASURY BILLS
(Cost $29,880,586) ............................ 29,880,586
-------------
PRINCIPAL
AMOUNT
------
REPURCHASE AGREEMENT - 9.3% (Cost $19,047,000)
19,047,000 Agreement with Warburg Dillon Read, 6.350%
dated 5/31/00, to be repurchased at $19,050,360
on 6/01/00, collateralized by $15,909,000
U.S.Treasury Note, 8.125% due 8/15/21
(value $19,428,866) ........................... 19,047,000
-------------
TOTAL INVESTMENTS (Cost $197,772,498*) ......... 99.2% 203,009,874
OTHER ASSETS AND LIABILITIES (Net) ............. 0.8 1,718,185
------ -------------
NET ASSETS ..................................... 100.0% $ 204,728,059
====== =============
-------------------
* Agregate cost for Federal tax purposes.
** Security exempt from registration under Rule 144A of the Securities Act of
1933. These securities may be resold in transactions exempt from
registration to qualified institutional buyers.
(DAGGER) Non-income producing.
(DOUBLE DAGGER) Annualized yield at date of purchase.
ABBREVIATIONS:
MIPS - Monthly Income Preferred Securities
QUIDS - Quarterly Income Debt Securities
QUIPS - Quarterly Income Preferred Securities
TOPrS - Trust Originated Preferred Securities
TRUPS - Trust Preferred Securities
Capital Securities are debt instruments and the amounts shown in the Shares/Par
column are dollar amounts of par value.
See Notes To Financial Statements.
4
<PAGE>
--------------------------------------------------------------------------------
BOULDER TOTAL RETURN FUND, INC.
<TABLE>
STATEMENT OF ASSETS AND LIABILITIES
MAY 31, 2000 (UNAUDITED)
-----------------------------------
<S> <C> <C>
ASSETS:
Investments at value (Cost $197,772,498) (Note 1)
See accompanying schedule ....................................................................... $203,009,874
Receivable for securities sold .................................................................. 1,470,410
Dividends and interest receivable ............................................................... 395,647
Prepaid expenses ................................................................................ 181,508
------------
Total Assets .............................................................................. 205,057,439
LIABILITIES
Investment advisory fee and Sub-advisory fee payable (Note 2) ................................... $ 170,877
Audit and Legal fees payable .................................................................... 64,159
Administration fee payable (Note 2) ............................................................. 37,593
Directors' fees and axpenses payable ............................................................ 10,612
Due to custodian ................................................................................ 227
Accrued expenses and other payables ............................................................. 45,912
-----------
Total Liabilities ......................................................................... 329,380
------------
NET ASSETS ......................................................................................... $204,728,059
============
NET ASSETS consist of:
Undistributed net investment income (Note 1) .................................................... $ 480,038
Accumulated net realized loss on investments sold (Note 1) ...................................... (7,908,201)
Unrealized appreciation of investments (Note 3) ................................................. 5,237,376
Par value of Common Stock ....................................................................... 94,167
Paid-in capital in excess of par value of Common Stock .......................................... 129,324,679
Money Market Cumulative Preferred(TRADE MARK) Stock (Note 5) .................................... 77,500,000
------------
Total Net Assets .......................................................................... $204,728,059
============
Per Share
---------
NET ASSETS AVAILABLE TO:
Money Market Cumulative Preferred(TRADE MARK) (775 shares outstanding) redemption
value ......................................................................................... $100,000.00 $ 77,500,000
Accumulated undeclared dividends on Money Market Cumulative Preferred(TRADE MARK)
Stock (Note 10) ............................................................................... 572.40 443,610
----------- ------------
$100,572.40 77,943,610
===========
Common Stock (9,416,743 shares outstanding) ..................................................... $ 13.46 126,784,449
======== ------------
TOTAL NET ASSETS $204,728,059
============
</TABLE>
See Notes To Financial Statements
5
<PAGE>
--------------------------------------------------------------------------------
BOULDER TOTAL RETURN FUND, INC.
<TABLE>
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED MAY 31, 2000 (UNAUDITED)
-------------------------------------------------
<S> <C> <C>
INVESTMENT INCOME:
Dvidends ........................................................................................ $3,452,539
Interest ........................................................................................ 1,715,408
----------
Total Investment Income ................................................................... 5,167,947
EXPENSES:
Investment advisory fee and Sub-advisory fee (Note 2) ........................................... $884,121
Administration fee (Note 2) ..................................................................... 218,070
Audit and Legal fees ............................................................................ 172,379
Money Market Cumulative Preferred(TRADE MARK) broker commisions and Auction Agent fees .......... 98,496
Transfer agent fees (Note 2) .................................................................... 71,318
Insurance expense ............................................................................... 67,116
Directors' fees and expenses (Note 2) ........................................................... 39,307
Custodian fees .................................................................................. 15,122
Other ........................................................................................... 39,705
----------
Total Expenses ............................................................................ 1,605,634
----------
NET INVESTMENT INCOME .............................................................................. 3,562,313
----------
REALIZED AND UNREALIZED LOSS ON INVESTMENTS:
(Notes 1 and 3):
Net realized loss on investments sold during the period ....................................... (8,693,297)
Unrealized appreciation of investments during the period ...................................... 9,841,055
----------
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS .................................................... 1,147,758
----------
NETDECREASE IN NET ASSETS RESULTING FROM OPERATIONS ................................................ $4,710,071
==========
</TABLE>
See Notes To Financial Statements.
6
<PAGE>
--------------------------------------------------------------------------------
BOULDER TOTAL RETURN FUND, INC.
<TABLE>
STATEMENT OF CHANGES IN NET ASSETS
--------------------------------------------
SIX MONTHS ENDED
MAY 31, 2000 YEAR ENDED
(UNAUDITED) NOVEMBER 30, 1999
---------------- -----------------
<S> <C> <C>
OPERATIONS:
Net investment income ............................................................ $ 3,562,313 $ 12,138,353
Net realized loss on investments sold during the period .......................... (8,693,297) (503,,785)
Unrealized appreciation/(depreciation) of investments during the period .......... 9,841,055 (17,656,849)
---------------- -----------------
Net increase / (decrease) in net assets resulting from operations ................ 4,710,071 (6,022,281)
DISTRIBUTIONS:
Dividends paid from net investment income to Money Market Cumulative
Preferred(TRADE MARK) Stock Shareholders (Note 5) ............................ (2,301,138) (3,245,451)
Distributions paid from net realized capital gains to Money Market Cumulative
Preferred(TRADE MARK) Stock Shareholders (Note 5) ............................ -- (254,263)
Dividends paid from net investment income to Common Stock Shareholders ........... (1,290,108) (9,650,152)
Distributions paid from net realized capital gains to Common Stock
Shareholders ................................................................. -- (6,047,683)
---------------- -----------------
NET INCREASE/(DECREASE) FOR THE PERIOD ................................................ 1,118,825 (25,219,830)
NET ASSETS:
Beginning of period .............................................................. 203,609,234 228,829,064
---------------- -----------------
End of period (including undistributed net investment income of $480,038 and
$508,971, respectively) ...................................................... $ 204,728,059 $ 203,609,234
================ =================
</TABLE>
See Notes To Financial Statements
7
<PAGE>
--------------------------------------------------------------------------------
BOULDER TOTAL RETURN FUND, INC.
FINANCIAL HIGHLIGHTS
FOR A COMMON SHARE OUTSTANDING THROUGHOUT EACH PERIOD.
------------------------------------------------------
Contained below is per share operating performance data, total investment
returns, ratios to average net assets and other supplemental data. On August 27,
1999 the Fund changed its objective from income to total return. This
information has been derived from information provided in the financial
statements and market price data for the Fund's shares.
<TABLE>
SIX MONTHS
ENDED YEAR ENDED NOVEMBER 30,
MAY 31, 2000 --------------------------------------------------------
(UNAUDITED) 1999 1998 1997 1996 1995
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
OPERATING PERFORMANCE:
Net asset value, beginning of period....................... $ 13.32 $ 16.06 $ 16.33 $ 15.31 $ 14.54 $ 12.22
-------- -------- -------- -------- -------- --------
Net investment income...................................... 0.38 1.29 1.33 1.36 1.41 1.39
Net realized and unrealized gain / (loss) on investments... 0.11 (1.93) 0.13 1.10 0.72 2.46
-------- -------- -------- -------- -------- --------
Total from investment operations........................... 0.49 (0.64) 1.46 2.46 2.13 3.85
-------- -------- -------- -------- -------- --------
DISTRIBUTIONS:
Dividends paid from net investment income to MMP*
Shareholders........................................... (0.24) (0.35) (0.25) (0.26) (0.34) (0.36)
Distributions paid from net realized capital gains to MMP*
Shareholders........................................... -- (0.03) (0.14) (0.06) (0.02) --
Dividends paid from net investment income to Common
Shareholders........................................... (0.14) (1.02) (1.07) (1.05) (1.02) (1.15)
Distributions paid from net realized capital gains to
Common Shareholders.................................... -- (0.64) (0.29) (0.05) -- --
Change in accumulated undeclared dividends on MMP*......... 0.03 (0.06)T 0.02 (0.02) 0.02 (0.02)
-------- -------- -------- -------- -------- --------
Total distributions........................................ (0.35) (2.10) (1.73) (1.44) (1.36) (1.53)
-------- -------- -------- -------- -------- --------
Net asset value, end of period............................. $ 13.46 $ 13.32T $ 16.06 $ 16.33 $ 15.31 $ 14.54
======== ======== ======== ======== ======== ========
Market value, end of period................................ $10.7500 $10.1875 $13.6250 $15.6250 $14.6250 $13.1250
======== ======== ======== ======== ======== ========
Total investment return based on net asset value**......... 2.47% (5.17)% 7.65% 14.66% 13.89% 30.38%
======== ======== ======== ======== ======== ========
Total investment return based on market value**............ 7.01% (14.51)% (4.55)% 14.84% 20.50% 29.28%
======== ======== ======== ======== ======== ========
RATIOS TO AVERAGE NET ASSETS AVAIABLE
TO COMMON STOCK SHAREHOLDERS:
Operating expenses(a).............................. 2.67% 1.97% 1.83% 1.60% 1.84% 1.89%
Net investment income(a)***........................ 2.51% 6.08% 5.92% 6.51% 7.44% 7.81%
SUPPLEMENTAL DATA:
Portfolio turnover rate............................ 45% 69% 86% 77% 98% 93%
Net assets, end of period (in 000's)............... $204,708 $203,609 $228,829 $231,572 $221,840 $212,827
----------------------------------------------------------------
Ratio of operating expenses to total Average Net Assets
including MMP*(a)...................................... 1.62% 1.26% 1.22% 1.05% 1.17% 1.16%
<FN>
* Money Market Cumulative Preferred(TRADE MARK) Stock.
** Assumes reinvestment of distributions at the price obtained by the
Fund's Dividend Reinvestment Plan.
*** The net investment income ratios reflect income net of operating
expenses and payments to MMP* Shareholders.
(DAGGER) Includes effect of additional distribution available to MMP*
Shareholders ($0.04 per Common share) (see Notes 5).
(a) Annualized for the six months ended May 31, 2000.
</FN>
</TABLE>
See Notes To Financial Statements.
8
<PAGE>
--------------------------------------------------------------------------------
BOULDER TOTAL RETURN FUND, INC.
FINANCIAL HIGHLIGHTS (CONTINUED)
--------------------------------
The table below sets out information with respect to Money Market Cumulative
Preferred(TRADE MARK) Stock currently outstanding (1).
<TABLE>
INVOLUNTARY AVERAGE
ASSET LIQUIDATING MARKET
TOTAL SHARES COVERAGE PREFERENCE VALUE
OUTSTANDING PER SHARE PER SHARE (2) PER SHARE (2)
----------- --------- ------------- -------------
<S> <C> <C> <C> <C> <C>
5/31/00* 775 $264,165 $100,000 $100,000
11/30/99 775 262,722 100,000 100,000
11/30/98 775 295,263 100,000 100,000
11/30/97 775 298,802 100,000 100,000
11/30/96 775 286,246 100,000 100,000
11/30/95 775 277,196 100,000 100,000
----------------
<FN>
(1) See Note 5.
(2) Excludes accumulated undeclared dividends.
* Unaudited.
</FN>
</TABLE>
See Notes To Financial Statements
9
<PAGE>
--------------------------------------------------------------------------------
BOULDER TOTAL RETURN FUND, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
-----------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES
Boulder Total Return Fund, Inc. (the "Fund") (prior to August 27, 1999,
Preferred Income Management Fund, Inc.) is a diversified, closed-end management
investment company organized as a Maryland corporation and is registered with
the Securities and Exchange Commission ("SEC") under the Investment Company Act
of 1940, as amended. The policies described below are followed consistently by
the Fund in the preparation of its financial statements in conformity with
generally accepted accounting principles.
PORTFOLIO VALUATION: The net asset value of the Fund's Common Stock is
determined by the Fund's administrator no less frequently than on the last
business day of each week and month. It is determined by dividing the value of
the Fund's net assets attributable to common shares by the number of shares of
Common Stock outstanding. The value of the Fund's net assets attributable to
common shares is deemed to equal the value of the Fund's total assets less (i)
the Fund's liabilities, (ii) the aggregate liquidation value of the outstanding
Money Market Cumulative PreferredTM Stock and (iii) accumulated and unpaid
dividends on the outstanding Money Market Cumulative PreferredTM Stock.
Securities listed on a national securities exchange are valued on the basis of
the last sale on such exchange on the day of valuation. In the absence of sales
of listed securities and with respect to securities for which the most recent
sale prices are not deemed to represent fair market value and unlisted
securities (other than money market instruments), securities are valued at the
mean between the closing bid and asked prices when quoted prices for investments
are readily available. Investments for which market quotations are not readily
available are valued at fair value as determined in good faith by or under
thedirection of the Board of Directors of the Fund, including reference to
valuations of other securities which are considered comparable in quality,
maturity and type. Investments in money market instruments, which mature in 60
days or less, are valued at amortized cost.
SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities transactions are
recorded as of the trade date. Realized gains and losses from securities sold
are recorded on the identified cost basis. Dividend income is recorded on
ex-dividend dates. Interest income is recorded on the accrual basis.
OPTION ACCOUNTING PRINCIPLES: Upon the purchase of a put option by the
Fund, the total purchase price paid is recorded as an investment. The market
valuation is determined as set forth in the second preceding paragraph. When the
Fund enters into a closing sale transaction, the Fund will record a gain or loss
depending on the difference between the purchase and sale price. The risks
associated with purchasing options and the maximum loss the Fund would incur are
limited to the purchase price originally paid.
REPURCHASE AGREEMENTS: The Fund may engage in repurchase agreement
transactions. The Fund's Board of Directors reviews and approves periodically
the eligibility of the banks and dealers with which the Fund enters into
repurchase agreement transactions. The value of the collateral underlying
suchtransactions is at least equal at all times to the total amount of the
repurchase obligations, including interest. The Fund maintains possession of the
collateral and, in the event of counterparty default, the Fund has the right to
use the collateral to offset losses incurred. There is the possibility of loss
to the Fund in the event the Fund is delayed or prevented from exercising its
rights to dispose of the collateral securities.
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS: The shareholders of Money
Market Cumulative PreferredTM Stock are entitled to receive cumulative cash
dividends as declared by the Fund's Board of Directors. Distributions to
shareholders are recorded on the ex-dividend date. Any net realized short-term
capital gains will be distributed to shareholders at least annually. Any net
realized long-term capital gains may be distributed to shareholders at least
annually or may be retained by the Fund as determined by the Fund's Board of
Directors. Capital gains retained by the Fund are subject to tax at the
corporate tax rate. Subject to the Fund qualifying as a regulated investment
company, any taxes paid by the Fund on such net realized long-term gains may be
used by the Fund's Shareholders as a credit against their own tax liabilities.
FEDERAL INCOME TAXES: The Fund intends to qualify as a regulated investment
company by complying with the requirements under subchapter M of the Internal
Revenue Code of 1986, as amended, applicable to regulated investmentc ompanies
and intends to distribute substantially all of its taxable net investment income
to its shareholders. Therefore, no Federal income tax provision is required.
10
<PAGE>
--------------------------------------------------------------------------------
BOULDER TOTAL RETURN FUND, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
-----------------------------------------
Income and capital gain distributions are determined and characterized in
accordance with income tax regulations which may differ from generally accepted
accounting principles. These differences are primarily due to (1) differing
treatments of income and gains on various investment securities held by the
Fund, including timing differences, (2) the attribution of expenses against
certain components of taxable investment income, and (3) federal regulations
requiring proportional allocation of income and gains to all classes of
Shareholders.
The Internal Revenue Code of 1986, as amended, imposes a 4% nondeductible
excise tax on the Fund to the extent the Fund does not distribute by the end of
any calendar year at least (1) 98% of the sum of its net investment income for
that year and its capital gains (both long term and short term) for its fiscal
year and (2) certain undistributed amounts from previous years.
Other: The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts and disclosures in the financial
statements. Actual results could differ from those estimates.
2. INVESTMENT ADVISORY FEE, SUB-ADVISORY FEES, DIRECTORS' FEES,
ADMINISTRATION FEE AND TRANSFER AGENT FEE
Boulder Investment Advisers, L.L.C. (the "Adviser") serves as the Fund's
Investment Adviser. The Fund pays the Adviser a monthly fee at an annual rate of
1.00% of the value of the Fund's average monthly net assets, out of which the
Adviser is responsible for compensating the Fund's sub-advisers. The Adviser has
contractually agreed that unless the Fund has invested at least 50% of its
assets in common stocks and cash equivalents held for investment in common
stocks, the Adviser will waive 40% of the 1.00% fee on the portion of the Fund's
assets invested in preferreds and cash equivalents held for investment in
preferreds.
Spectrum Asset Management, Inc. ("Spectrum") serves as the Fund's
sub-adviser with respect to the Fund's preferred stock portfolio, related
hedging instruments and cash and cash equivalents held for investment in such
securities (the "Preferred Portfolio"). The Adviser pays Spectrum a monthly fee
at an annual rate of 0.45% of the average monthly net assets of the Preferred
Portfolio up to $50 million and 0.40% of the average monthly net assets of the
Preferred Portfolio in excess of $50 million. The term Preferred Portfolio
includes all assets invested in preferred securities (including so-called
"hybrid" or taxable preferred securities, including those such as capital
securities that have certain characteristics of debt securities).
Stewart West Indies Trading Company, Ltd., a Barbados international
business company doing business as Stewart Investment Advisers ("Stewart
Advisers"), serves as sub-adviser for the portion of the Fund's assets invested
in common stocks and cash equivalents held for investment in common stocks. The
Adviser pays Stewart Advisers a monthly fee equal to 80% of the advisory fees
retained by the Adviser after deducting fees paid to Spectrum as described
above, pursuant to the Investment Advisory Agreement.
Boulder Administrative Services LLC ("BAS") serves as the Fund's
Co-Administrator. On March 22, 1999, the Fund entered into a co-administration
agreement with BAS (the "Co-Administration Agreement"). Under the
Co-Administration Agreement, BAS provides certain administrative and executive
management services to the Fund including: providing the Fund's principal
offices and executive officers, overseeing and administering all contracted
service providers, making recommendations to the Board regarding policies of the
Fund, conducting shareholder relations, authorizing expenses and other such
administrative tasks. Under the Co-Administration Agreement, the Fund pays BAS a
monthly fee, calculated at an annual rate of 0.10% of the value of the Fund's
average monthly net assets.
The Fund currently pays each Director who is not a director, officer or
employee of the Adviser, Stewart Advisers or BAS a fee of $6,000 per annum, plus
$2,000 for each in-person meeting of the Board of Directors and $1,000 for each
telephone meeting. In addition, the Fund reimburses the uninterested Directors
for travel and out-of-pocket expenses incurred in connection with such meetings.
PFPC Inc. ("PFPC", formerly known as First Data Investor Services Group,
Inc.), an indirect, majority-owned subsidiary of PNC Financial Services Group
Inc., serves as the Fund's Administrator and Transfer Agent. As Administrator,
PFPC calculates the net asset value of the Fund's shares and generally assists
in all aspects of the Fund's administration and operation. As compensation for
PFPC's services as Administrator, the Fund pays PFPC a monthly fee at an annual
rate of 0.12% of the Fund's average monthly net assets. Boston Safe Deposit and
Trust Company ("Boston Safe"), a wholly owned
11
<PAGE>
--------------------------------------------------------------------------------
BOULDER TOTAL RETURN FUND, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
-----------------------------------------
subsidiary of Mellon Bank Corporation, serves as the Fund's Custodian. As
compensation for Boston Safe's services as Custodian, the Fund pays Boston Safe
a monthly fee at an annual rate of 0.01% of the Fund's average monthly net
assets plus certain out of pocket expenses. PFPC also serves as the Fund's
Common Stock servicing agent (transfer agent), dividend-paying agent and
registrar, and as compensation for PFPC's services as transfer agent, the Fund
pays PFPC a fee at an annual rate of 0.02% of the Fund's average monthly net
assets plus certain out-of-pocket expenses.
Bankers Trust Company, a wholly-owned subsidiary of Deutsche Bank, AG
("Auction Agent"), began serving as the Fund's Money Market Cumulative
PreferredTM Stock transfer agent, registrar, dividend disbursing agent and
redemption agent, effective December 1, 1999.
3. PURCHASES AND SALES OF SECURITIES
Cost of purchases and proceeds from sales of securities for the six months
ended May 31, 2000, excluding short-term investments, aggregated $70,897,072 and
$83,652,018 respectively.
At May 31, 2000, aggregate gross unrealized appreciation for all securities
in which there is an excess of value over tax cost was $10,019,778 and aggregate
gross unrealized depreciation for all securities in which there is an excess of
tax cost over value was $4,782,402.
4. COMMON STOCK
At May 31, 2000, 240,000,000 shares of $0.01 par value Common Stock were
authorized. There were no Common Stock transactions for the six months ended May
31, 2000 or for the year ended November 30, 1999.
5. MONEY MARKET CUMULATIVE PREFERRED(TRADE MARK) STOCK
The Fund's Articles of Incorporation authorize the issuance of up to
10,000,000 shares of $0.01 par value preferred stock. On April 30, 1993, the
Fund received proceeds from the public offering of 775 shares of Money Market
Cumulative Preferred(TRADE MARK) Stock of $77,500,000 before offering costs of
$171,219, and underwriting discounts and commissions paid directly to Lehman
Brothers Inc. of $1,356,250. The Money Market Cumulative Preferred(TRADE MARK)
Stock is senior to the Common Stock and results in the financial leveraging of
the Common Stock. Such leveraging tends to magnify both the risks and
opportunities to Common Stock Shareholders. Dividends on shares of Money Market
Cumulative Preferred(TRADE MARK) Stock are cumulative.
The Fund is required to meet certain asset coverage tests with respect to
the Money Market Cumulative Preferred(TRADE MARK) Stock. If the Fund fails to
meet these requirements and does not correct such failure, the Fund may be
required to redeem, in part or in full, Money Market Cumulative Preferred(TRADE
MARK) Stock at a redemption price of $100,000 per share plus an amount equal to
the accumulated and unpaid dividends on such shares in order to meet these
requirements. Additionally, failure to meet the foregoing asset requirements
could restrict the Fund's ability to pay dividends to Common Stock Shareholders
and could lead to sales of portfolio securities at inopportune times.
If the Fund allocates any net gains or income ineligible for the Dividends
Received Deduction to shares of the Money Market Cumulative Preferred(TRADE
MARK) Stock, the Fund is required to make additional distributions to Money
Market Cumulative Preferred(TRADE MARK) Stock Shareholders or to pay a higher
dividend rate in amounts needed to provide a return, net of tax, equal to the
return had such originally paid distributions been eligible for the Dividends
Received Deduction.
A portion of the distributions paid to the Fund's Money Market Cumulative
Preferred(TRADE MARK) Stock Shareholdres from January 1, 1999 through November
30, 1999 was designated as not qualifying for the Dividends Recieved Deduction.
Therefore, on December 27, 1999, the Fund declared an additional distribution of
$375,069 payable December 29, 1999, to Money Market Cumulative Preferred(TRADE
MARK) Stock Shareholders as required by the Fund's Articles Supplementary. This
additional distribution was reflected in "Accumulated undelared dividends on
Money Market Cumulative Preferred(TRADE MARK) Stock in the Statement of Assets
and Liabilities at November 30, 1999. This additional distribution was required
to reflect the fact that the original distributions did not qualify 100% for the
corporate Dividends Received Deduction.
An auction of the Money Market Cumulative Preferred(TRADE MARK) Stock is
generally held every 49 days. Existing shareholders may submit an order to hold,
bid or sell such shares at par value on each auction date. Money Market
Cumulative Preferred(TRADE MARK) Stock Shareholders may also trade shares in the
secondary market between auction dates.
12
<PAGE>
--------------------------------------------------------------------------------
BOULDER TOTAL RETURN FUND, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
-----------------------------------------
At May 31, 2000, 775 shares of Money Market Cumulative Preferred(TRADE
MARK) Stock were outstanding at the annual rate of 4.950%. The dividend rate, as
set by the auction process, is generally expected to vary with short-term
interest rates. These rates may vary in a manner unrelated to the income
received on the Fund's assets, which could have either a beneficial or
detrimental impact on net investment income and gains available to Common Stock
Shareholders. While the Fund expects to structure the portfolio holdings to
lessen such risks to Common Stock Shareholders, there can be no assurance that
such results will be attained.
6. PORTFOLIO INVESTMENTS, CONCENTRATION AND INVESTMENT QUALITY
On August 27, 1999, the Fund changed its investment objective from high
current income consistent with preservation of capital to total return. The
"total return" objective necessitated a number of other changes including the
following:
(BULLET) The requirement to invest at least 65% of the Fund's assets in
preferred stocks was replaced with a requirement to invest at least 80%
of the Fund's assets in common, preferred and fixed income securities,
except during defensive periods.
(BULLET) The 15% limit on common stock investments was deleted.
(BULLET) The Fund was permitted to invest in common stocks of U.S. or non-U.S.
issuers of any size and was permitted to invest up to 25% of its net
assets in real estate investment trusts.
(BULLET) The Fund was permitted to invest without limit in non-dividend paying
equity securities.
(BULLET) The Fund was permitted to invest up to 10% of its assets in other
registered investment companies.
(BULLET) The restriction on borrowing was relaxed to permit borrowing for the
purpose of redeeming all of the outstanding MMP.
(BULLET) The restriction regarding issuance of senior securities was relaxed to
permit issuance of debt as well as preferred stock consistent with its
restriction on borrowing described above.
(BULLET) The policy regarding concentrating in the banking and utilities
industries was removed.
(BULLET) The policy prohibiting the Fund from making investments for the purpose
of exercising control or management was removed.
The Fund's other investment policies were generally left unchanged,
including, without limitation, the Fund's authority to invest in futures and
options, restricted securities, short sales against the box and zero coupon
securities. A substantial portion of the Fund's assets are invested in
adjustable and fixed rate preferred stocks and similar hybrid securities and
therefore the Fund's portfolio may be subject to greater risk and market
fluctuation than a portfolio of securities representing a broader range of
investment alternatives. The Fund may invest up to 15% of its assets at the time
of purchase in securities rated below investment grade, provided that no such
investment may be rated below both "Ba" by Moody's Investors Service, Inc. and
"BB" by Standard & Poor's Rating Group or judged to be comparable in quality at
the time of purchase; however, any such securities must be issued by an issuer
having an outstanding class of senior debt rated investment grade.
7. SPECIAL INVESTMENT TECHNIQUES
The Fund may employ certain investment techniques in accordance with its
fundamental investment policies. These may include the use of when-issued and
delayed delivery transactions. Securities purchased or sold on a when-issued or
delayed delivery basis may be settled within 45 days after the date of the
transaction. Such transactions may expose the Fund to credit and market
valuation risk greater than that associated with regular trade settlement
procedures. The Fund may also enter into transactions, in accordance with its
fundamental investment policies, involving any or all of the following: lending
of portfolio securities, short sales of securities, futures contracts, options
on futures contracts, and options on securities. With the exception of
purchasing securities on a when-issued or delayed delivery basis or lending
portfolio securities, these transactions are used for hedging or other
appropriate risk-management purpose or, under certain other circumstances, to
increase income. No assurance can be given that such transactions will achieve
their desired purposes or will result in an overall reduction of risk to the
Fund.
13
<PAGE>
--------------------------------------------------------------------------------
BOULDER TOTAL RETURN FUND, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
-----------------------------------------
8. SIGNIFICANT SHAREHOLDERS
At May 31, 2000 various Horejsi family trusts and related controlled
operating companies owned 3,975,550 shares of Common Stock of the Fund,
representing approximately 42% of the total Fund shares. These trusts and
operating companies effectively control the Adviser, Stewart Advisers and BAS.
9. CAPITAL LOSS CARRYFORWARDS
As of May 31, 2000, the Fund had available for Federal income tax purposes
unused capital losses of $111,586 which expire in 2007.
14
<PAGE>
--------------------------------------------------------------------------------
BOULDER TOTAL RETURN FUND, INC.
ADDITIONAL INFORMATION (UNAUDITED)
----------------------------------
DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN
Under the Fund's Dividend Reinvestment and Cash Purchase Plan (the "Plan"),
a shareholder whose Common Stock is registered in his own name will have all
distributions reinvested automatically by PFPC Inc. ("PFPC") as agent under the
Plan, unless the shareholder elects to receive cash. Distributions with respect
to shares registered in the name of a broker-dealer or other nominee (that is,
in "street name") may be reinvested by the broker or nominee in additional
shares under the Plan, but only if the service is provided by the broker or
nominee, unless the shareholder elects to receive distributions in cash. A
shareholder who holds Common Stock registered in the name of a broker or other
nominee may not be able to transfer the Common Stock to another broker or
nominee and continue to participate in the Plan. Investors who own Common Stock
registered in street name should consult their broker or nominee for details
regarding reinvestment.
The number of shares of Common Stock distributed to participants in the
Plan in lieu of a cash dividend is determined in the following manner. Whenever
the market price per share of the Fund's Common Stock is equal to or exceeds the
net asset value per share on the valuation date, participants in the Plan will
be issued new shares valued at the higher of net asset value or 95% of the then
current market value. Otherwise, PFPC will buy shares of the Fund's Common Stock
in the open market, on the New York Stock Exchange or elsewhere, on or shortly
after the payment date of the dividend or distribution and continuing until the
ex-dividend date of the Fund's next distribution to holders of the Common Stock
or until it has expended for such purchases all of the cash that would otherwise
be payable to the participants. The number of purchased shares that will then be
credited to the participants' accounts will be based on the average per share
purchase price of the shares so purchased, including brokerage commissions. If
PFPC commences purchases in the open market and the then current market price of
the shares (plus any estimated brokerage commissions) subsequently exceeds their
net asset value most recently determined before the completion of the purchases,
PFPC will attempt to terminate purchases in the open market and cause the Fund
to issue the remaining dividend or distribution in shares. In this case, the
number of shares received by the participant will be based on the weighted
average of prices paid for shares purchased in the open market and the price at
which the Fund issues the remaining shares. These remaining shares will be
issued by the Fund at the higher of net asset value or 95% of the then current
market value.
Plan participants are not subject to any charge for reinvesting dividends
or capital gains distributions. Each Plan participant will, however, bear a
proportionate share of brokerage commissions incurred with respect to PFPC's
open market purchases in connection with the reinvestment of dividends or
capital gains distributions. For the six months ended May 31, 2000, $352 in
brokerage commissions were incurred.
The automatic reinvestment of dividends and capital gains distributions
will not relieve Plan participants of any income tax that may be payable on the
dividends or capital gains distributions. A participant in the Plan will be
treated for Federal income tax purposes as having received, on the dividend
payment date, a dividend or distribution in an amount equal to the cash that the
participant could have received instead of shares.
In addition to acquiring shares of Common Stock through the reinvestment of
cash dividends and distributions, a shareholder may invest any further amounts
from $100 to $3,000 semi-annually at the then current market price in shares
purchased through the Plan. Such semi-annual investments are subject to any
brokerage commission charges incurred.
A shareholder whose Common Stock is registered in his or her own name may
terminate participation in the Plan at any time by notifying PFPC in writing, by
completing the form on the back of the Plan account statement and forwarding it
to PFPC or by calling PFPC directly. A termination will be effective immediately
if notice is received by PFPC not less than 10 days before any dividend or
distribution record date. Otherwise, the termination will be effective, and only
with respect to any subsequent dividends or distributions, on the first day
after the dividend or distribution has been credited to the participant's
account in additional shares of the Fund. Upon termination and according to a
participant's instructions, PFPC will either (a) issue certificates for the
whole shares credited to the shareholder's Plan account and a check representing
any fractional shares or (b) sell the shares in the market. Shareholders who
hold common stock registered in the name of a broker or other nominee should
consult their broker or nominee to terminate participation.
Information concerning the Plan may be obtained from PFPC at 1-800-331-1710.
15
<PAGE>
DIRECTORS
Alfred G. Aldridge Jr.
Richard I. Barr
James G. Duff
Stewart R. Horejsi
Stephen C. Miller
OFFICERS
Stephen C. Miller
President
Carl D. Johns
Vice President and Treasurer
Laura C. Rhodenbaugh
Secretary
Stephanie J. Kelley
Assistant Secretary
QUESTIONS CONCERNING YOUR
SHARES OF THE FUND?
If your shares are held in a brokerage account contact your broker. If you have
physical possession of your shares in certificate form, contact the Fund's
Transfer Agent & Shareholder Servicing Agent -- PFPC Inc.
P.O. Box 1376
Boston, MA 02104
1-800-331-1710
This report is sent to shareholders of Boulder Total Return Fund, Inc. for their
information. It is not a prospectus, circular or representation intended for use
in the purchase or sale of shares of the Fund or of any securities mentioned in
this report.
