<PAGE>
Exhibit 99.2(d)(2)
CERTIFICATE NO. NUMBER OF SHARES
-1- -775-
BOULDER TOTAL RETURN FUND, INC.
Incorporated Under the Laws of the State of Maryland
Taxable Auction Market Preferred Stock
Par Value of $.01 per share
$100,000 Liquidation Preference Per Share
CUSIP No. ________________
This certifies that __________________ is the owner of
_________________________________________ fully paid and non-assessable shares
of Taxable Auction Market Preferred Stock, par value $.01 per share, $100,000
liquidation preference per share, of Boulder Total Return Fund, Inc. (the
"Corporation") transferable only on the books of the Corporation by the holder
thereof in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed. This Certificate is not valid unless
countersigned by the transfer agent and registrar.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by
its duly authorized officers and its Corporate Seal to be hereunto fixed this
_______ day of ____________, 2000.
BANKERS TRUST COMPANY BOULDER TOTAL RETURN FUND, INC.
As Transfer Agent and Registrar [Seal]
By: __________________________________ By: __________________________________
Authorized Signature President
Attest: ______________________________
Assistant Secretary
<PAGE>
Exhibit 99.2(d)(2)
FOR VALUE RECEIVED, __________ hereby sell, assign and transfer unto
________________________________________________________________________________
_________________________________________________________________________ shares
represented by the within Certificate, and do irrevocably constitute and appoint
______________________________ Attorney to transfer the said Shares on the books
of the within named Corporation with full power of substitution in the premises.
Dated: _____________________
In presence of
______________________________________ ______________________________________
Shares of Taxable Auction Market Preferred Stock evidenced by this Certificate
may be sold, transferred, or otherwise disposed of only pursuant to the
provisions of the Corporation's charter. The Corporation will furnish
information about the restrictions on transferability to any shareholder upon
request and without charge. The Corporation will also furnish to the
shareholder, upon request and without charge, a full statement of the
designations, preferences, conversion and other rights, voting powers,
restriction, limitations as to dividends, qualifications and terms and
conditions of redemption of each class of stock which the Corporation is
authorized to issue, so far as they have been determined, and a full statement
of the authority of the Board of Directors to determine the relative rights and
preferences of subsequent classes or series. Any such request should be
addressed to the Secretary of the Corporation.
