BOULDER TOTAL RETURN FUND, INC.
1680 38th Street, Suite 800
Boulder, Colorado 80301

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 26, 2002

To the Shareholders:

Notice is hereby given that the Annual Meeting of Shareholders of
Boulder Total Return Fund, Inc. (the "Fund"), a Maryland corporation, will be
held at the Doubletree La Posada Resort, 4949 E. Lincoln Dr., Scottsdale,
Arizona at 10:00 a.m. Mountain Standard Time, on April 26, 2002, for the
following purposes:

1. To elect three (3) Directors of the Fund (PROPOSAL 1).

2. To approve or disapprove a proposed amendment to the Fund's
Investment Advisory Agreement with Boulder Investment
Advisers, L.L.C. to make it a Co-Investment Advisory Agreement
(PROPOSAL 2).

3. To approve or disapprove a proposed amendment to the Fund's
Investment Sub-Advisory Agreement with Stewart Investment
Advisers to make it a Co-Investment Advisory Agreement
(PROPOSAL 3).

4. To transact such other business as may properly come before
the Meeting or any adjournments thereof.

The Board of Directors of the Fund has fixed the close of business on
February 28, 2002 as the record date for the determination of shareholders of
the Fund entitled to notice of and to vote at the Annual Meeting.

By Order of the Board of Directors,

/s/STEPHANIE KELLEY
SECRETARY

March 18, 2002

- --------------------------------------------------------------------------------
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE ANNUAL MEETING ARE
REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD. THE PROXY
CARD SHOULD BE RETURNED IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO
POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES. INSTRUCTIONS FOR THE
PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER.
- --------------------------------------------------------------------------------

INSTRUCTIONS FOR SIGNING PROXY CARDS

The following general rules for signing proxy cards may be of
assistance to you and may avoid the time and expense to the Fund involved in
validating your vote if you fail to sign your proxy card properly.

1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.

2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.

3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of registration. For
example:

REGISTRATION VALID SIGNATURE
------------ ---------------
CORPORATE ACCOUNTS

(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp., c/o John Doe Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee

TRUST ACCOUNTS
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee, u/t/d 12/28/78 Jane B. Doe

CUSTODIAN OR ESTATE ACCOUNTS
(1) John B. Smith, Cust., John B. Smith
f/b/o John B. Smith, Jr. UGMA
(2) John B. Smith John B. Smith, Jr., Executor

BOULDER TOTAL RETURN FUND, INC.
1680 38th Street, Suite 800
Boulder, Colorado 80301

ANNUAL MEETING OF SHAREHOLDERS
April 26, 2002

PROXY STATEMENT

This document is a proxy statement ("Proxy Statement") for Boulder
Total Return Fund, Inc. ("BTF" or the "Fund"). This Proxy Statement is furnished
in connection with the solicitation of proxies by the Fund's Board of Directors
(collectively, the "Board" and individually, the "Directors") for use at the
Annual Meeting of Shareholders of the Fund to be held on Friday, April 26, 2002,
at 10:00 a.m. Mountain Standard Time, at the Doubletree La Posada Resort, 4949
E. Lincoln Dr., Scottsdale, Arizona, and at any adjournments thereof (the
"Meeting"). A Notice of Annual Meeting of Shareholders and proxy card for the
Fund accompany this Proxy Statement. Proxy solicitations will be made, beginning
on or about March 18, 2002, primarily by mail, but proxy solicitations may also
be made by telephone, online on the Fund's web site, telegraph or personal
interviews conducted by officers of the Fund and PFPC Inc. ("PFPC"), the
transfer agent and co-administrator of the Fund. The costs of proxy solicitation
and expenses incurred in connection with the preparation of this Proxy Statement
and its enclosures will be paid by the Fund. The Fund also will reimburse
brokerage firms and others for their expenses in forwarding solicitation
material to the beneficial owners of its shares.

THE ANNUAL REPORT OF THE FUND, INCLUDING AUDITED FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2001, HAS BEEN MAILED TO SHAREHOLDERS.
ADDITIONAL COPIES ARE AVAILABLE UPON REQUEST, WITHOUT CHARGE, BY CALLING
1-800-331-1710. THE REPORT IS ALSO VIEWABLE ONLINE AT THE FUND'S WEBSITE AT
WWW.BOULDERTOTALRETURN.COM.

If the enclosed proxy is properly executed and returned by April 26,
2002 in time to be voted at the Meeting, the Shares (as defined below)
represented thereby will be voted in accordance with the instructions marked
thereon. Unless instructions to the contrary are marked thereon, a proxy will be
voted FOR the election of the nominees for Director and FOR the other matters
listed in the accompanying Notice of the Annual Meeting of Shareholders. Any
shareholder who has given a proxy has the right to revoke it at any time prior
to its exercise either by attending the Meeting and voting his or her Shares in
person or by submitting a letter of revocation or a later-dated proxy to the
Fund at the above address prior to the date of the Meeting.

In the event that a quorum is not present at the Meeting, or in the
event that a quorum is present but sufficient votes to approve any of the
proposals are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those shares
represented at the Meeting in person or by proxy. If a quorum is present, the
persons named as proxies will vote those proxies which they are entitled to vote
FOR any proposal in favor of such an adjournment and will vote those proxies
required to be voted AGAINST any proposal against any such adjournment. A
shareholder vote may be taken on one or more of the proposals in the Proxy
Statement prior to any such adjournment if sufficient votes have been received
for approval. Under the By-Laws of the Fund, a quorum is constituted by the
presence in person or by proxy of the holders of a majority of the outstanding
shares of the Fund entitled to vote at the Meeting. If a proposal is to be voted
upon by only one class of the Fund's shares, a quorum of that class of shares
must be present at the Meeting in order for the proposal to be considered.

Page 2

The Fund has two classes of capital stock: common stock, par value
$0.01 per share (the "Common Stock") and Auction Market Preferred Stock, par
value $0.01 per share ("AMPs", together with the Common Stock, the "Shares"). On
the record date, February 28, 2002, the following number of Shares of the Fund
were issued and outstanding:

COMMON STOCK AMPS
OUTSTANDING OUTSTANDING
----------- -----------
9,416,743 775

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information regarding the
beneficial ownership of the Fund's shares as of February 28, 2002 by each person
who is known by the Fund to beneficially own 5% or more of the Fund's Common
Stock. To the Fund's knowledge, there are no 5% or greater beneficial owners of
the AMPs.

NUMBER OF SHARES NUMBER OF SHARES PERCENTAGE
NAME OF OWNER* DIRECTLY OWNED (1) BENEFICIALLY OWNED (2) BENEFICIALLY OWNED
-------------- ------------------ ---------------------- ------------------

Badlands Trust Company (1)(3) 12,735 3,975,550 42.22%

Stewart R. Horejsi Trust No. 2 (4) 0 3,975,550 42.22%

Ernest Horejsi Trust No. 1B (1) 2,498,053 2,498,053 26.53%

Lola Brown Trust No. 1B (1) 1,028,001 1,028,001 10.92%

Evergreen Atlantic LLC (1) 257,811 257,811 2.74%

Stewart West Indies Trust (1)(2) 78,470 191,907 2.04%

Susan L. Ciciora Trust (1)(2) 54,132 131,475 1.40%

John S. Horejsi Trust (1)(2) 27,075 65,747 0.70%

Evergreen Trust (1)(2) 19,273 47,632 0.51%
----------------------------------------------------------------
AGGREGATE SHARES OWNED BY HOREJSI 3,975,550 3,975,550 42.22%
AFFILIATES (DEFINED BELOW) **

Alter Asset Management, Inc. *** 956,460 956,460 10.16%

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

** Aggregate number and percentage are less than the sum total of amounts
shown for each owner because the same shares may be deemed beneficially
owned by more than one party (see Footnotes 1 through 4).

*** As stated in a Schedule 13G filed with the Securities and Exchange
Commission on January 18, 2002.
</FN>

Page 3

(1) DIRECT OWNERSHIP. Evergreen Atlantic, LLC ("EALLC"), The Evergreen
Trust (the "Evergreen Trust"), John S. Horejsi Trust ("John Trust"),
Susan L. Ciciora Trust ("Susan Trust"), Stewart West Indies Trust ("SWI
Trust"), the Lola Brown Trust No. 1B (the "Brown Trust"), the Ernest
Horejsi Trust No. 1B (the "EH Trust"), Badlands Trust Company
("Badlands"), the Stewart R. Horejsi Trust No. 2 (the "SRH Trust") and
Stewart R. Horejsi are, as a group, considered to be a "control person"
of the Fund (as that term is defined in Section 2(a)(9) of the
Investment Company Act of 1940, as amended (the "1940 Act")). EALLC,
the Evergreen Trust, John Trust, Susan Trust, SWI Trust, the Brown
Trust, the EH Trust and Badlands (collectively, the "Horejsi
Affiliates") directly own the shares indicated for such entity in the
table above, totaling 3,975,550 (42.22%). However, these entities and
other trusts or companies with interlocking management and/or common
ownership may be deemed to indirectly own additional Fund shares, which
are included in the table above.

(2) INDIRECT OWNERSHIP THROUGH EALLC. Numbers shown in the table include
shares held directly (see Footnote No. 1) and shares that may be deemed
to be beneficially owned indirectly through ownership of EALLC. The
outstanding membership interests in EALLC are owned by the Evergreen
Trust, the Susan Trust, the John Trust and the SWI Trust in the
following percentages - 11%, 30%, 15% and 44%. The Trustees of the
Evergreen Trust are Stephen C. Miller, Larry Dunlap and Badlands.
Badlands is the sole trustee for each of the Susan Trust, the John
Trust and the SWI Trust. Mr. Horejsi is not a beneficiary under any of
the foregoing trusts. Badlands has sole discretion with respect to the
Susan Trust, John Trust and SWI Trust while any action by the Evergreen
Trust requires a majority vote of the trustees. Consequently, both the
trusts and each trustee disclaim beneficial ownership of shares owned
by EALLC. Mr. Horejsi is the manager of EALLC.

(3) OWNERSHIP BY BADLANDS. The number shown in the table includes shares
held directly by Badlands (see Footnote No. 1) and shares that may be
deemed to be beneficially owned indirectly by Badlands through direct
or indirect ownership by the Brown Trust, the EH Trust, EALLC,
Evergreen Trust, the Susan Trust, the John Trust and the SWI Trust.
Badlands is the sole trustee of the Susan Trust, the John Trust and the
SWI Trust, which together with the Evergreen Trust control EALLC (see
Footnote No. 2), the other two trustees of Evergreen Trust being
Stephen C. Miller and Larry Dunlap. Badlands, together with Larry
Dunlap and Susan Ciciora (Mr. Horejsi's daughter), is one of three
trustees of both the Brown Trust and the EH Trust. Badlands is a trust
company organized under the laws of South Dakota, which is wholly owned
by the SRH Trust, an irrevocable trust organized by Mr. Stewart Horejsi
for the benefit of his children. The directors of Badlands are Larry
Dunlap, Stephen C. Miller, Robert Ciciora, who is the brother of Mr.
Horejsi's son-in-law (John Ciciora), Gail G. Gubbels and Marty Jans.
Badlands and its directors disclaim beneficial ownership of shares
owned directly by the EALLC, the Evergreen Trust, the Susan Trust, the
John Trust, the SWI Trust, the Brown Trust and the EH Trust.

(4) INDIRECT OWNERSHIP BY SRH TRUST. The number shown in the table reflects
shares that may be deemed to be beneficially owned indirectly through
ownership of Badlands. The trustees of the SRH Trust are Badlands,
Robert Ciciora and Robert Kastner. Both the Trust and its trustees
disclaim beneficial ownership of shares beneficially owned directly or
indirectly by Badlands.

Information as to beneficial ownership in the previous paragraph has
been obtained from a representative of the beneficial owners; all other
information as to beneficial ownership is based on reports filed with the
Securities and Exchange Commission (the "SEC") by such beneficial owners.

As of February 28, 2002, Cede & Co., a nominee partnership of the
Depository Trust Company, held of record, but not beneficially, 9,332,683 shares
or 99.1% of Common Stock outstanding and 775 shares or 100% of AMPs outstanding
of the Fund.

As of February 28, 2002, the executive officers and directors of the
Fund, as a group, owned 3,999,100 Common Shares (this amount includes the
aggregate shares of Common Stock owned by the Horejsi Affiliates set forth
above) and 0 shares of AMPs of the Fund, representing 42.47% of Common Shares
and 0% of AMPs.

Page 4

In order that your Shares may be represented at the Meeting, you are
requested to vote on the following matters:

PROPOSAL 1: ELECTION OF DIRECTORS

The Board of Directors is divided into three classes, each class having
a term of three years. Each year the term of one class will expire. The first
proposal to be considered at the Meeting is the election of three (3) Directors
of the Fund as follows:

|_| Richard I. Barr and Stephen C. Miller, Class II Directors of the
Fund, are being nominated for three year terms to expire at the
Fund's 2005 Annual Meeting of Shareholders or until their
successors are duly elected and qualified.

|_| Susan L. Ciciora, a Class I Director of the Fund, is being
nominated for a two year term to expire at the Fund's 2004 Annual
Meeting of Shareholders or until her successor is duly elected and
qualified. Ms. Ciciora's election is necessitated because of the
resignation of Stewart R. Horejsi and the subsequent appointment
by the Board of Ms. Ciciora to fill the resulting vacancy.

Joel W. Looney, a Class I Director of the Fund, was elected on April 27, 2001,
for a three year term to expire at the Fund's 2004 Annual Meeting of
Shareholders or until his successor is duly elected and qualified. Alfred G.
Aldridge, Jr., a Class III Director of the Fund, was elected on April 25, 2000,
for a three-year term to expire at the Fund's 2003 Annual Meeting of
Shareholders or until his successor is duly elected and qualified.

The nominees have consented to serve as Directors if elected at the
Meeting. If the designated nominees decline or otherwise become unavailable for
election, however, the proxy confers discretionary power on the persons named
therein to vote in favor of a substitute nominee or nominees.

Under the Fund's Articles of Incorporation, Articles Supplementary and
the 1940 Act, holders of the AMPs, voting as a single class, are entitled to
elect two Directors, and holders of the Common Stock will be entitled to elect
the remaining Directors, subject to the provisions of the 1940 Act and the
Fund's Articles of Incorporation, which permit the holders of the AMPs, when
dividends are in arrears for two full years, to elect the minimum number of
additional Directors that when combined with the two Directors elected by the
holders of the AMPs would give the holders of the AMPs a majority of the
Directors. (Dividends are not in arrears.) Messrs. Aldridge and Barr were
previously nominated (and elected) to represent holders of the AMPs. A quorum of
the AMPs shareholders must be present at the Meeting of the Fund in order for
the proposal to elect Mr. Barr to be considered and acted upon. Accordingly,
only the Common Stock shareholders are entitled to vote on the election of Mr.
Miller and Ms. Ciciora and only the AMPs shareholders are entitled to vote on
the election of Mr. Barr.

Page 5

INFORMATION ABOUT DIRECTORS AND OFFICERS

Set forth in the following table are the nominees for election to the
Board of Directors and the existing Directors of the Fund, together with their
address, age, position with the Fund, term of office, length of time served and
principal occupation during the last five years. The Fund is not part of a fund
complex.

POSITION, LENGTH OF TERM PRINCIPAL OCCUPATION(S) AND OTHER DIRECTORSHIPS HELD
NAME, ADDRESS, AGE SERVED, AND TERM OF OFFICE DURING THE PAST FIVE YEARS
- ------------------ -------------------------- ----------------------------------------------------

DISINTERESTED DIRECTORS
- -----------------------
ALFRED G. ALDRIDGE, JR. Director of the Fund Sales Manager of Shamrock Foods Company since 1982;
BRIG. GEN. (RETIRED) since 1999. Current Director of the Fiesta Bowl, Tempe, AZ.
CAL. AIR NATIONAL GUARD term expires April 2003
6831 E. Presidio Road
Scottsdale, AZ 85254
Age: 64

RICHARD I. BARR Director of the Fund Retired; from 1963-2001, Manager of Advantage Sales
2502 E. Solano Drive since 1999. Current and Marketing, Inc.
Phoenix, AZ 85016 term expires April 2002
Age: 64

JOEL W. LOONEY Director of the Fund Partner, Financial Management Group, LLC since July
506 S. Cherry St. since January, 2001. 1999.
Lindsborg, KS 67456 Current term expires 2004
Age: 40

INTERESTED DIRECTORS*
- --------------------
SUSAN L. CICIORA Director of the Fund Owner, Superior Interiors (interior design for
2911 Oakbrook Hills Rd. since November 2001. custom homes) since 1995; Corporate Secretary,
Oak Brook, IL 60523 Nominated for a term to Ciciora Custom Builders, LLC since 1995; Trustee of
Age:38 expire April 2004 the Brown Trust and the EH Trust.

STEPHEN C. MILLER Director and Chairman of President and General Counsel of BIA; Manager, Fund
1680 38th Street, the Board since 1999. Administrative Services, LLC ("FAS"); Vice President
Suite 800 President of the Fund. of SIA; President and General Counsel, Horejsi, Inc.
Boulder, CO 80301 Current term as Director (liquidated in 1999); General Counsel, Brown Welding
Age: 49 expires April 2002 Supply, LLC (sold in 1999); Of Counsel, Krassa &
Miller, LLC since 1991.

<FN>
* Mr. Miller is an "interested person" because he is an officer of BIA
and SIA, the Fund's investment advisers. Ms. Ciciora is an "interested
person" as a result of her beneficial ownership of Fund shares.

From the late 1980's until January, 2001, Mr. Looney had served,
without compensation, as one of three trustees of the Mildred Horejsi Trust, an
affiliate of the Fund.
</FN>

Page 6

The names of the executive officers of the Fund (other than Mr. Miller,
who is described above) are listed in the table below. Each officer was elected
to office by the Board at a meeting held on January 28, 2002. This table also
shows certain additional information. Each officer will hold such office until a
successor has been elected by the Board of Directors of the Fund.

Carl D. Johns Chief Financial Officer, Vice President and Treasurer of BIA and Assistant
1680 38th Street, Chief Accounting Manager of FAS, since April, 1999; Employee of
Suite 800 Officer, Vice President Flaherty & Crumrine Incorporated prior to December
Boulder, CO 80301 and Treasurer since 31, 1998; Assistant Treasurer of the Fund (f/k/a
Age: 39 1999. Appointed Preferred Income Management Fund Incorporated),
annually. Preferred Income Fund Incorporated and Preferred
Income Opportunity Fund Incorporated prior to
December 31, 1998.

Stephanie Kelley Secretary since 2000. Secretary, Boulder Total Return Fund, Inc., since
1680 38th Street, Appointed annually. October 27, 2000; Assistant Secretary and Assistant
Suite 800 Treasurer of various Horejsi Affiliates.
Boulder, CO 80301
Age: 45

Set forth in the following table are the nominees for election to the
Board of Directors and the existing Directors of the Fund, together with the
dollar range of equity securities beneficially owned by each Director or nominee
in the Fund as of February 28, 2002. No Director or officer owned any shares of
AMPs on February 28, 2001. The Fund is not part of a family of investment
companies.

DISINTERESTED DIRECTORS AND NOMINEES DOLLAR RANGE OF EQUITY SECURITIES IN THE FUND
- ------------------------------------ ---------------------------------------------

ALFRED G. ALDRIDGE, JR. $10,001-$50,000

RICHARD I. BARR over $100,000

JOEL W. LOONEY $10,001-$50,000

INTERESTED DIRECTORS AND NOMINEES
- ---------------------------------

SUSAN L. CICIORA over $100,000+

STEPHEN C. MILLER over $100,000++
<FN>

+ 2,498,053, 257,811 and 1,028,001 Shares of the Fund are held by the EH
Trust, EALLC, and Lola Brown Trust, respectively. Accordingly, Ms.
Ciciora may be deemed to have indirect beneficial ownership of such
Shares. Ms. Ciciora disclaims all such beneficial ownership. Ms.
Ciciora directly owns 4,700 shares of the Fund.

++ Mr. Miller directly owns 2,791 shares of the Fund and indirectly owns
and controls 1,000 shares of the Funds through his membership in Erma
Miller, LLC. Mr. Miller is also a (i) trustee of Evergreen Trust and
(ii) director and officer of Badlands Trust Company. By virtue of such
relationships, Mr. Miller may be deemed to share the indirect power to
vote and direct the disposition of the Shares directly and beneficially
held by Evergreen Trust and Badlands Trust Company. Mr. Miller
disclaims beneficial ownership of such Shares.
</FN>

Page 7

None of the disinterested Directors or their family members owned
beneficially or of record any securities of the Fund's advisers or any person
directly or indirectly controlling, controlled by, or under common control with
the advisers.

The following table sets forth certain information regarding the
compensation of the Fund's Directors for the fiscal year ended November 30,
2001. No persons (other than the "independent" Directors, as set forth below)
currently receive compensation from the Fund for acting as a Director or
officer. Directors and executive officers of the Fund do not receive pension or
retirement benefits from the Fund. Directors receive reimbursement for travel
and other out of pocket expenses incurred in connection with Board meetings.

COMPENSATION TABLE

NAME OF PERSON AND AGGREGATE COMPENSATION
POSITION WITH THE FUND FROM THE FUND PAID TO DIRECTORS**
- ---------------------- -------------------------------

ALFRED G. ALDRIDGE, JR. $36,471.44
Director

RICHARD I. BARR $38,471.38
Director

SUSAN L. CICIORA $0
Director

JOEL W. LOONEY $26,122.90
Director

STEPHEN C. MILLER $0
President of the Fund, Chairman
of the Board and Director

- -----------------------------
** The Fund is not part of a fund complex.

Until January 28, 2002, each Director of the Fund who was not a
Director, officer or employee of an investment adviser, or any of their
affiliates, received a fee of $6,000 per annum plus $4,000 for each in-person
meeting, and $1,000 for each telephone meeting. On January 28, 2002, the Board
of Directors reduced the fee for telephonic meetings to $500 for each meeting.
Each Director of the Fund is reimbursed for travel and out-of-pocket expenses
associated with attending Board and Committee meetings. The Board of Directors
of the Fund held seven meetings (two of which were held by telephone conference
call) during the fiscal year ended November 30, 2001. Each Director currently
serving in such capacity attended at least 75% of the meetings of Directors and
any Committee of which he is a member. The aggregate remuneration paid to the
Directors of the Fund for acting as such during the fiscal year ended November
30, 2001 amounted to $101,065.72.

COMMITTEES OF THE BOARD OF DIRECTORS

AUDIT COMMITTEE.

REPORT OF AUDIT COMMITTEE. The Audit Committee reviews the scope and
results of the Fund's annual audit with the Fund's independent accountants and
recommends the engagement of such accountants. Management, however, is
responsible for the preparation, presentation and integrity of the Fund's
financial statements, and the independent accountants are responsible for
planning and carrying out proper audits and reviews. The Board of Directors
adopted a written charter for the Audit Committee on January 21, 2000. A copy of
the Audit Committee Charter was incorporated in the proxy statement filed for
the shareholder meeting held April 27, 2001. The Audit Committee met three times
during the fiscal year ended November 30, 2001.

Page 8

In connection with the audited financial statements as of and for the
year ended November 30, 2001 included in the Fund's Annual Report for the year
ended November 30, 2001 (the "Annual Report"), at a meeting held on January 17,
2002, the Audit Committee considered and discussed the audited financial
statements with management and the independent accountants, and discussed the
audit of such financial statements with the independent accountants.

The members of the Audit Committee are not professionally engaged in
the practice of auditing or accounting and are not employed by the Fund for
accounting, financial management or internal control. Moreover, the Audit
Committee relies on and makes no independent verification of the facts presented
to it or representations made by management or the independent accountants.
Accordingly, the Audit Committee's oversight does not provide an independent
basis to determine that management has maintained appropriate accounting and
financial reporting principles and policies, or internal controls and
procedures, designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not provide assurance that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted accounting standards or that the financial statements
are presented in accordance with generally accepted accounting principles.

Based on its consideration of the audited financial statements and the
discussions referred to above with management and the independent accountants
and subject to the limitation on the responsibilities and role of the Audit
Committee set forth in the Charter and those discussed above, the Audit
Committee of the Fund recommended to the Board of Directors of the Fund that the
audited financial statements be included in the Fund's Annual Report.

Submitted by the Audit Committee of the Fund's Board of Directors:
Alfred G. Aldridge, Jr.
Richard I. Barr
Joel W. Looney

INDEPENDENT ACCOUNTANTS. On January 28, 2002, the Audit Committee of
the Board, consisting of those Directors who are not "interested persons" (as
defined in the 1940 Act) selected KPMG LLP ("KPMG"), 99 High Street, Boston,
Massachusetts 02110-2371, as independent accountants for the Fund for the Fund's
fiscal year ending November 30, 2002. The selection of KPMG was ratified by the
entire Board. KPMG also served as independent accountants for the Fund for the
Fund's fiscal year ending November 30, 2001. A representative of KPMG will not
be present at the Meeting but will be available by telephone and will have an
opportunity to make a statement if the representative so desires and will be
available to respond to appropriate questions.

KPMG has informed the Fund that it has no direct or indirect financial
interest in the Fund. The Horejsi Affiliates have engaged KPMG from time to time
in the past to provide various accounting, auditing and consulting services.

PricewaterhouseCoopers LLP ("PricewaterhouseCoopers"), One Post Office
Square, Boston, Massachusetts 02109, served as independent accountants for the
Fund since the Fund's commencement of operations until the end of the fiscal
year ending November 30, 2000. PricewaterhouseCoopers declined to stand for
re-election in 2001. PricewaterhouseCoopers' reports on the financial statements
for the two years immediately preceding their declination contained no adverse
opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope, or accounting principles. During the two fiscal years
immediately preceding PricewaterhouseCoopers' declination, there have been no
disagreements with such accountants on any matter of accounting principals or
practices, financial statement disclosure, or auditing scope or procedure. A
representative of PricewaterhouseCoopers will not be present at the Meeting but
will be available by telephone and will have an opportunity to make a statement
if the representative so desires and will be available to respond to appropriate
questions.

Page 9

Set forth below are audit fees and non-audit related fees billed to the
Fund for professional services received from KPMG for the Fund's fiscal year
ended November 30, 2001. For the 12 months ended November 30, 2001, the Horejsi
Affiliates paid $4,288 to KPMG for their services.

FINANCIAL INFORMATION SYSTEMS
AUDIT FEES DESIGN AND IMPLEMENTATION FEES ALL OTHER FEES
---------- ------------------------------ ---------------
$34,500 $ 0 $ 0

The Audit Committee has considered and concluded that the provision of
non-audit services is compatible with maintaining the auditors' independence.
The Audit Committee is composed entirely of the Fund's independent Directors,
consisting of Messrs. Aldridge, Barr and Looney.

NOMINATING COMMITTEE. The Board of Directors has a Nominating Committee
consisting of Messrs. Looney, Aldridge and Barr which is responsible for
considering candidates for election to the Board of Directors of the Fund in the
event a position is vacated or created. The Nominating Committee would consider
recommendations by shareholders if a vacancy were to exist. Such recommendations
should be forwarded to the Secretary of the Fund. The Nominating Committee of
the Fund met on January 26, 2001 to consider the nomination of Joel W. Looney as
a Director of the Fund and met on November 2, 2001 to consider the nomination of
Susan L. Ciciora as a Director of the Fund.

The Fund does not have a Compensation Committee.

REQUIRED VOTE

Election of Mr. Miller and Ms. Ciciora for Director of the Fund will
require the affirmative vote of a plurality of the votes of Common Stock cast at
the Meeting in person or by proxy on Proposal 1. Election of Mr. Barr for
Director of the Fund will require the affirmative vote of a plurality of the
votes of AMPs cast at the Meeting in person or by proxy on Proposal 1.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE NON-INTERESTED DIRECTORS,
RECOMMENDS THAT THE COMMON STOCK SHAREHOLDERS VOTE "FOR" THE ELECTION OF MR.
MILLER AND MS. CICIORA.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE NON-INTERESTED DIRECTORS,
RECOMMENDS THAT THE AMPS SHAREHOLDERS VOTE "FOR" THE ELECTION OF MR. BARR.

PROPOSALS 2 AND 3: APPROVAL OR DISAPPROVAL OF PROPOSED AMENDMENTS TO THE
INVESTMENT ADVISORY AGREEMENT
AND SUB-ADVISORY AGREEMENT

At a meeting of the Board held on February 18, 2002, the Directors
unanimously approved (including unanimous approval by a separate vote of the
Directors who are not "interested persons" of the Fund within the meaning of
Section 2(a)(19) of the 1940 Act) to amend and restate the Investment Advisory
Agreement between the Fund and Boulder Investment Advisers, L.L.C. ("BIA") dated
April 27, 2001 (the "Original BIA Agreement"), and the Investment Sub-Advisory
Agreement between the Fund, BIA and Stewart Investment Advisers ("SIA") dated
August 27, 1999 (the "Original SIA Agreement") (collectively, the "Original
Advisory Agreements") such that SIA would be a co-adviser to the Fund rather
than a sub-adviser. The Board resolved to recommend such amendment and
restatement to the shareholders for their approval. BIA and SIA are collectively
referred to herein as the "Advisers". The amended and restated advisory
agreements approved by the Board, copies of which are attached hereto as
Exhibits A(1) and A(2) (collectively, the "Amended and Restated Agreements"),
would not change the aggregate advisory fee payable to the Advisers by the Fund
or change the way in which the Fund reimbursed expenses under the Original
Advisory Agreements. Except with respect to the parties to the agreement and the
manner in which responsibilities are allocated between the Advisers, the Amended
and Restated Agreements are substantially similar to the Original Advisory
Agreements in all material respects.

Page 10

SUMMARY AND REASON FOR THE PROPOSAL

At the February 18, 2002 meeting, BIA and SIA presented a proposal to
the Board in support of amending and restating the Original Advisory Agreements
such that the agreements would more accurately reflect the relationships between
the Fund and the Advisers, the allocation of responsibilities between the
Advisers, and the way in which the business of managing the Fund is actually
conducted. The Original Advisory Agreements contemplated an adviser/sub-adviser
relationship between BIA and SIA, pursuant to which SIA would act in a
sub-advisory capacity at the direction of BIA. However, over time, it became
apparent that an adviser/sub-adviser structure was not the best approach to
effectively manage the Fund. Instead, it is more appropriate for SIA to take a
much more active, direct role in the day-to-day management of the Fund and to
act more in the capacity of a co-adviser (i.e., directly managing and allocating
Fund assets). In March, 2001, Mr. Horejsi, SIA's portfolio manager, became an
employee of both BIA and SIA such that he was employed and compensated by SIA
when he resided in Barbados, and was employed and compensated by BIA when he
resided in the United States. If approved by the shareholders, the Amended and
Restated Agreements would become effective on the date of such shareholder
approval.

NO INCREASE IN FEES OR CHANGE IN INVESTMENT SERVICES

The Adviser is currently paid an annual fee, payable monthly, of 1.25%
of the value of the Fund's average monthly total net assets (including principal
amount of AMPs). This fee is the aggregate of all advisory fees payable by the
Fund and is divided between the two Advisers; currently 25% to BIA and 75% to
SIA. The fee split may be adjusted from time to time in the discretion of the
Fund's Board so long as it does not increase the total advisory fee. The Amended
and Restated Agreements do not contemplate any changes to the advisory fee
payable by the Fund, nor do they contemplate a change in the manner in which the
Fund reimburses expenses to the Advisers. For the fiscal year ended November 30,
2001, the Fund paid total advisory fees in the amount of $2,728,750.

The Amended and Restated Agreements do not contemplate any change in
the investment services provided by the Advisers.

BOARD CONSIDERATIONS

The Board, in making its determination to approve the proposed Amended
and Restated Agreements, considered that:

1. The aggregate advisory fee paid the Advisers would remain identical;
2. The aggregate responsibilities regarding portfolio management and the
manner in which the Fund is managed would not change;
3. Except with respect to the change in the relationship between the
parties (i.e., changing from a sub-adviser to a co-adviser
relationship), all substantive provisions of the Original Advisory
Agreements would remain unchanged.
4. The Amended and Restated Agreements would more accurately reflect the
appropriate relationship between the Fund and the Advisers.

The independent Directors consulted separately with counsel for the Fund.
Thereafter, upon reviewing all of the information the Board considered relevant
and necessary, the Board determined that the proposed Amended and Restated
Agreements were in the best interests of the Fund and its shareholders. The
Board approved the Amended and Restated Agreements subject to approval of the
agreements by an affirmative vote of a "majority of the outstanding voting
securities" of the Fund. For purposes of this Proxy Statement, a "majority of
the outstanding voting securities" of the Fund shall have the meaning for such
phrase as set forth in the Investment Company Act of 1940, as amended (the "1940
Act"), that is, the affirmative vote of the lesser of (a) 67% or more of the
Shares of Common Stock present or represented by proxy at the Meeting or (b)
more than 50% of the outstanding Shares of Common Stock. The forgoing standard
is often referred to herein as a "1940 Act Majority Vote". The Horejsi
Affiliates intend to vote their 42.22% ownership share in favor of Proposals
Nos. 2 and 3.

Page 11

THE ORIGINAL ADVISORY AGREEMENTS

BIA (Boulder Investment Advisers, L.L.C.) a Colorado limited liability
company with principal offices at 1680 38th Street, Suite 800, Boulder, Colorado
80301, together with SIA (Stewart Investment Advisers) a Barbados international
business company with principal offices at Bellerive, Queen Street, St. Peter,
Barbados, currently provide investment advisory services to the Fund under the
terms of the Original Advisory Agreements. The Original BIA Agreement, dated
April 27, 2001, is between the Fund and BIA and was last approved by a majority
of the outstanding voting securities of the Fund on April 27, 2001, when
shareholders approved an increase in the total advisory fee paid to the
Advisers. The Original SIA Agreement, dated August 27, 1999, is between the
Fund, BIA and SIA and was last approved by a majority of the outstanding voting
securities of the Fund on August 27, 1999. Under the terms of the Original
Advisory Agreements, BIA and SIA provide investment advice and, in general,
conduct the management and investment program of the Fund under the supervision
of the Board.

Under the terms of the Original BIA Agreement, BIA was primarily
responsible for making investment decisions, supplying investment research and
portfolio management services and placing purchase and sale orders for portfolio
transactions, which functions were performed jointly and in consultation with
the sub-adviser, SIA. BIA, also in consultation with SIA, was responsible for
making asset allocation decisions for the Fund and determining the extent and
nature of the Fund's leverage. The Original BIA Agreement provided that BIA
would bear all expenses in connection with its performance, including fees that
it might pay to SIA under the Original SIA Agreement or any other sub-advisers
of the Fund. Similarly, the Original SIA Agreement provided that SIA would bear
all expenses in connection with its performance of the agreement. Both Original
Advisory Agreements provided that the Advisers would be indemnified by the Fund
for losses, claims and expenses not caused by the Advisers' willful misfeasance,
bad faith or gross negligence on its part in the performance of its duties or
from reckless disregard by it of its obligations and duties under the Original
Advisory Agreements.

The Original Advisory Agreements continued initially for a two-year
period and thereafter continued for successive annual periods, provided such
continuance was approved at least annually by (a) a majority of the Directors
who are not "interested persons" of the Fund (as that term is used in the 1940
Act) and a majority of the full Board of Directors or (b) a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act). The
Original Advisory Agreements are terminable, without penalty, on 60 days'
written notice by the Board or the relevant Adviser upon written notice to the
other. The Original Advisory Agreements will terminate automatically upon their
assignment (as defined in the 1940 Act).

THE AMENDED AND RESTATED AGREEMENTS

Except with respect to changing the parties to the agreements (i.e.,
each Amended and Restated Agreement will be a separate agreement between the
Fund and BIA, or the Fund and SIA, as applicable) and the corresponding
allocation of responsibilities between the Advisers, the Amended and Restated
Agreements are substantially the same as the Original Advisory Agreements in all
material respects.

THE ADVISERS

The Advisers have managed the Fund since August of 1999. Updated
relevant information concerning the Advisers, their ownership and personnel is
set forth in Appendix A.

THE CO-ADMINISTRATION AGREEMENT

The Fund and Fund Administrative Services, L.L.C. ("FAS") are parties
to a Co-Administration Agreement dated March 22, 1999 (the "Co-Administration
Agreement"). FAS is owned by the Members (defined in Appendix A below), who are
also the owners of BIA and are Horejsi Affiliates. The address of FAS, like that
of the Advisers and the Fund, is 1680 38th Street, Suite 800, Boulder, Colorado
80301.

Page 12

Under the Co-Administration Agreement, FAS provides certain
administrative and executive management services to the Fund including:
providing the Fund's principal offices and executive officers, overseeing the
operations of the Fund, overseeing and administering all contracted service
providers, making recommendations to the Board regarding policies of the Fund,
conducting shareholder relations, authorizing expenses and numerous other tasks.
Pursuant to the Co-Administration Agreement, the Fund pays FAS a monthly fee,
calculated at an annual rate of .10% of the value of the Fund's average monthly
net assets. FAS was compensated a total of $236,852 for the fiscal year ending
November 30, 2001. FAS will continue to provide services to the Fund after the
Amended and Restated Agreements are approved.

REQUIRED VOTE

Approval of each of Proposal No. 2 and Proposal No. 3 requires a 1940
Act Majority Vote. Neither Proposal No. 2 nor Proposal No. 3 will be implemented
unless both proposals are approved by shareholders. If sufficient votes are not
obtained to approve one of the two proposals, the Board will consider what
further action to take, including resoliciting shareholder approval and/or
modifying aspects of the proposals.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE NON-INTERESTED DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" PROPOSAL NO. 2.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE NON-INTERESTED DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" PROPOSAL NO. 3.

SUBMISSION OF SHAREHOLDER PROPOSALS

All proposals by shareholders of the Fund that are intended to be
presented at the Fund's next Annual Meeting of Shareholders to be held in 2003
must be received by the Fund for consideration for inclusion in the Fund's proxy
statement relating to the meeting no later than November 1, 2002.

Page 13

ADDITIONAL INFORMATION

INVESTMENT ADVISERS, ADMINISTRATOR AND CO-ADMINISTRATOR

Boulder Investment Advisers, L.L.C. currently serves as the investment
adviser to the Fund and its business address is 1680 38th Street, Suite 800,
Boulder, Colorado 80301. Stewart Investment Advisers currently serves as
sub-adviser to the Fund and its business address is Bellerive, Queen Street, St.
Peter, Barbados. PFPC Inc. acts as the transfer agent and administrator to the
Fund and is located at 101 Federal Street, Boston, Massachusetts 02110. Fund
Administrative Services, L.L.C., serves as co-administrator to the Fund and is
located at 1680 38th Street, Suite 800, Boulder, Colorado 80301.

COMPLIANCE WITH SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the 1934 Act requires the Fund's Directors and
officers, certain persons affiliated with the Fund's investment advisers, and
persons who own more than 10% of a registered class of the Fund's securities, to
file reports of ownership and changes of ownership with the SEC and the New York
Stock Exchange. Directors, officers and greater-than-10% shareholders are
required by SEC regulations to furnish the Fund with copies of all Section 16(a)
forms they file. Based solely upon the Fund's review of the copies of such forms
it receives and written representations from certain of such persons, the Fund
believes that through the date hereof all such filing requirements applicable to
such persons were complied with.

BROKER NON-VOTES AND ABSTENTIONS

A proxy which is properly executed and returned accompanied by
instructions to withhold authority to vote represents a broker "non-vote" (i.e.,
shares held by brokers or nominees as to which (i) instructions have not been
received from the beneficial owners or the persons entitled to vote and (ii) the
broker or nominee does not have discretionary voting power on a particular
matter). Proxies that reflect abstentions or broker non-votes (collectively
"abstentions") will be counted as shares that are present and entitled to vote
on the matter for purposes of determining the presence of a quorum. Under
Maryland law, abstentions do not constitute a vote "for" or "against" a matter
and will be disregarded in determining the "votes cast" on an issue.

OTHER MATTERS TO COME BEFORE THE MEETING

The Fund does not intend to present any other business at the Meeting,
nor are they aware that any shareholder intends to do so. If, however, any other
matters are properly brought before the Meeting, the persons named in the
accompanying form of proxy will vote thereon in accordance with their judgment.

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

Page 14

Exhibit A(1)

(Investment Advisory Agreement with Boulder Investment Advisers, L.L.C.)

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (this
"AGREEMENT") is made as of the ______ day of April, 2002, by and among BOULDER
INVESTMENT ADVISERS, L.L.C., a Colorado limited liability company (the
"ADVISER") and BOULDER TOTAL RETURN FUND, INC., a Maryland corporation (the
"FUND").

1. INVESTMENT DESCRIPTION; APPOINTMENT. The Fund desires to employ its
capital by investing and reinvesting in investments of the kind and in such
manner and to such extent as may from time to time be approved by the Board of
Directors of the Fund (the "BOARD"). The Fund desires to employ and hereby
appoints the Adviser to act as investment adviser to the Fund. Adviser hereby
accepts the appointment and agrees to furnish the services described herein for
the compensation set forth below.

2. SERVICES AS INVESTMENT ADVISER. Subject to the supervision and
direction of the Board, the Adviser will (a) act in accordance with the
Investment Company Act of 1940 (the "1940 ACT") and the Investment Advisers Act
of 1940, as the same may be from time to time amended, (b) manage the Fund's
portfolio on a discretionary basis in accordance with its investment objectives
and policies, (c) make investment decisions and exercise voting rights in
respect of portfolio securities for the Fund, (d) place purchase and sale orders
on behalf of the Fund, (e) employ, at its own expense, professional portfolio
managers and securities analysts to provide research services to the Fund, (f)
determine the portion of the Fund's assets to be invested, from time to time, in
various asset classes (e.g., common stocks, fixed income securities, cash
equivalents), (g) determine the portion of the Fund's assets to be leveraged,
from time to time, and the form that such leverage will take, and (h) monitor
and evaluate the services provided by the Fund's investment sub-adviser(s), if
any, under the terms of the applicable investment sub-advisory agreement(s). In
providing these services, the Adviser will provide investment research and
supervision of the Fund's evaluation and, if appropriate, sale and reinvestment
of the Fund's assets. In addition, the Adviser will furnish the Fund with
whatever statistical information the Fund may reasonably request with respect to
the securities that the Fund may hold or contemplate purchasing.

3. CO-ADVISOR TO THE FUND. Subject to the approval of the Board and
where required, the Fund's shareholders, the Fund will engage an investment
co-adviser, Stewart Investment Advisers, a Barbados international business
company and registered investment adviser under the Investment Advisers Act of
1940, in respect of all or a portion of the Fund's assets (the "CO-ADVISER").
The Adviser and the Co-Adviser will be jointly responsible for providing the
services described in subparagraphs (b), (c), (d), (e), (f) and (g) in Paragraph
2 above and Paragraphs 5and 6 below (Information Provided to Fund) with respect
to the Fund's assets, although the Adviser will have primary responsibility for
all record-keeping and day-to-day business activities relating to the investment
operations of the Fund. In the event that the Co-Adviser's engagement is
terminated, the Adviser shall be responsible for furnishing the Fund with the
services theretofore performed by such Co-Adviser under the applicable
investment advisory agreement or arranging for a successor co-adviser or
sub-adviser, as the case may be, to provide such services under terms and
conditions acceptable to the Fund and the Board and subject to the requirements
of the 1940 Act.

4. ENGAGEMENT OF SUB-ADVISERS TO THE FUND. Subject to the approval of
the Board and where required, the Fund's shareholders, the Adviser may engage an
investment sub-adviser or sub-advisers to provide advisory services in respect
of all or a portion of the Fund's assets (the "SUB-ADVISED PORTION") and may
delegate to such investment sub-adviser(s) all or a portion of the
responsibilities described in subparagraphs (b), (c), (d), (e), (f) and (g) in
Paragraph 2 above and Paragraph 6 below (Information Provided to Fund) with
respect to the Sub-Advised Portion. In the event that an investment
sub-adviser's engagement has been terminated, the Adviser shall be responsible
for furnishing the Fund with the services required to be performed by such
investment sub-adviser(s) under the applicable investment sub-advisory
agreements or arranging for a successor co-adviser or sub-adviser, as the case
may be, to provide such services under terms and conditions acceptable to the
Fund and the Board and subject to the requirements of the 1940 Act.

Page 15

5. BROKERAGE. In executing transactions for the Fund and selecting
brokers or dealers, the Adviser will use its best efforts to seek the best
overall terms available. In assessing the best overall terms available for any
Fund transaction, the Adviser will consider all factors it deems relevant
including, but not limited to, breadth of the market in the security, the price
of the security, the financial condition and execution capability of the broker
or dealer and the reasonableness of any commission for the specific transaction
and on a continuing basis. In selecting brokers or dealers to execute any
transaction and in evaluating the best overall terms available, the Adviser may
consider the brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934) provided to the Fund
and/or other accounts over which the Adviser or any affiliate exercises
investment discretion.

6. INFORMATION PROVIDED TO THE FUND. The Adviser will use its best
efforts to keep the Fund informed of developments materially affecting the Fund,
and will, on its own initiative, furnish the Fund from time to time with
whatever information the Adviser believes is appropriate for this purpose.

7. STANDARD OF CARE. The Adviser shall exercise its best judgment in
rendering the services described herein. The Adviser shall not be liable for any
error of judgment or mistake of law or omission or any loss suffered by the Fund
in connection with the matters to which this Agreement relates, provided that
nothing herein shall be deemed to protect or purport to protect the Adviser
against any liability to the Fund to which the Adviser would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement ("DISABLING CONDUCT"). The Fund will
indemnify the Adviser against, and hold it harmless from, any and all losses,
claims, damages, liabilities or expenses (including reasonable counsel fees and
expenses), including any amounts paid in satisfaction of judgments, in
compromise or as fines or penalties, not resulting from Disabling Conduct by the
Adviser. Indemnification shall be made only following (i) a final decision on
the merits by a court or other body before whom the proceeding was brought that
the Adviser was not liable by reason of Disabling Conduct, or (ii) in the
absence of such a decision, a reasonable determination, based upon a review of
the facts, that the Adviser was not liable by reason of Disabling Conduct by (a)
the vote of a majority of the Directors of the Fund who are neither "interested
persons" of the Fund nor parties to the proceeding ("disinterested non-party
Directors"), or (b) independent legal counsel in a written opinion. The Adviser
shall be entitled to advances from the Fund for payment of the reasonable
expenses incurred by it in connection with the matter to which it is seeking
indemnification in the manner and to the fullest extent permissible under the
law. The Adviser shall provide to the Fund a written affirmation of its good
faith belief that the standard of conduct necessary for indemnification by the
Fund has been met and a written undertaking to repay any such advance if it
should ultimately be determined that the standard of conduct has not been met.
In addition, at least one of the following additional conditions shall be met:
(a) the Adviser shall provide a security in form and amount acceptable to the
Fund for its undertaking; (b) the Fund is insured against losses arising by
reason of the advance; or (c) a majority of disinterested non-party Directors,
or independent legal counsel, in a written opinion, shall have determined, based
on a review of facts readily available to the Fund at the time the advance is
proposed to be made, that there is reason to believe that the Adviser will
ultimately be found to be entitled to indemnification.

8. COMPENSATION. In consideration of the services rendered pursuant to
this Agreement, the Fund will pay the Adviser the Advisory Fee (as defined in
the Fee Schedule) such amount to be paid monthly, in the amount set forth in the
fee schedule attached hereto as EXHIBIT A (the "FEE SCHEDULE"). The Advisory Fee
shall be the aggregate and entirety of all advisory fees to be paid by the Fund
and will be divided between the Adviser and the Co-Adviser as set forth in the
Fee Schedule, which fee split may be adjusted from time to time in the
discretion of the Board so long as the aggregate advisory fee does not exceed
the Advisory Fee. The fee payable to Adviser for any period shorter than a full
calendar month shall be prorated according to the proportion that such payment
bears to the full monthly payment.

9. EXPENSES. Except as indicated below, the Adviser will bear all
expenses in connection with the performance of its services under this
Agreement, including the fees payable to the Co-Adviser and to any investment
sub-adviser engaged pursuant to Paragraphs 3 or 4 of this Agreement. The Fund
will bear certain other expenses to be incurred in its operation, including
organizational expenses, taxes, interest, brokerage costs and commissions and
stock exchange fees; fees of Directors of the Fund who are not also officers,
directors or the employees of Adviser; Securities and Exchange Commission fees;
state Blue Sky qualification fees; charges of any custodian, any sub-custodians
and transfer and dividend-paying agents; insurance premiums; outside auditing
and legal expenses; costs of maintenance of the Fund's existence; membership
fees in trade associations; stock exchange listing fees and expenses; litigation
and other extraordinary or non-recurring expenses.

Page 16

10. SERVICES TO OTHER COMPANIES OR ACCOUNTS. The Fund understands that
the Adviser now acts, or may act in the future as an investment adviser to
fiduciary and other managed accounts or other trusts, or as investment adviser
to one or more other registered or unregistered investment companies, and the
Fund has no objection to the Adviser so acting. The Fund understands that the
persons employed by Adviser to assist in the performance of the Adviser's duties
hereunder will not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict the right of the Adviser or any
affiliate of the Adviser to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.

11. TERM OF AGREEMENT. This Agreement shall become effective as of the
date it is approved by a vote of a "majority" (as defined in the 1940 Act) of
the Fund's outstanding voting securities (the "EFFECTIVE DATE") and shall
continue for an initial two-year term and shall remain in effect from year to
year so long as such continuance is specifically approved by (a) a majority of
the Directors who are not "interested persons" of the Fund (as defined in the
1940 Act) and a majority of the full Board or (b) a majority of the outstanding
voting securities of the Fund (as defined in the 1940 Act). This Agreement is
terminable by a party hereto on sixty (60) days' written notice to the other
party. Any termination shall be without penalty and any notice of termination
shall be deemed given when received by the addressee.

12. NO ASSIGNMENT. This Agreement may not be transferred, assigned,
sold or in any manner hypothecated or pledged by any party hereto and will
terminate automatically in the event of its assignment (as defined in the 1940
Act). It may be amended by mutual agreement, in writing, by the parties hereto.

13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto.

14. GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Colorado.

15. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original for all purposes, and together shall
constitute one and the same Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.

ADVISER: FUND:

BOULDER INVESTMENT ADVISERS, LLC, a BOULDER TOTAL RETURN FUND, INC., a
Colorado limited liability company Maryland corporation

By: ________________________________ By: ________________________________

Carl D. Johns Stephen C. Miller

Its: Assistant Manager Its: President

Page 17

(The below Fee Schedule is Exhibit A to
Amended and Restated Investment Advisory Agreement)

FEE SCHEDULE

Adviser shall be paid after the end of each calendar month, a fee for
the previous month computed at the annual rate of 1.25% of the value of the
Fund's average monthly net assets (the "ADVISORY FEE"). For purposes of
calculating the Advisory Fee, the Fund's average monthly net assets will be
deemed to be the average monthly value of the Fund's total assets minus the sum
of the Fund's liabilities (excluding leverage borrowings such as bank or
institutional borrowings, preferred stock, bonds, debentures, etc.) and accrued
dividends.

The Advisory Fee is the maximum aggregate fee that is to be paid to the
Adviser and any co-Adviser or sub-adviser under this and any other co-advisory
or sub-advisory agreements.

Fee Split Between Adviser and Co-Adviser

The Advisory Fee shall be split among the Adviser and Co-Adviser 25% to
Boulder Investment Advisers LLC and 75% to Stewart Investment Advisers.

Page 18

EXHIBIT A(2)

(Investment Advisory Agreement with Stewart Investment Advisers)

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT

THIS AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT (this
"AGREEMENT") is made as of the ______ day of April 2002, by and among STEWART
INVESTMENT ADVISERS, a Barbados international business company (the "ADVISER")
and BOULDER TOTAL RETURN FUND, INC., a Maryland corporation (the "FUND").

1. INVESTMENT DESCRIPTION; APPOINTMENT. The Fund desires to employ its
capital by investing and reinvesting in investments of the kind and in such
manner and to such extent as may from time to time be approved by the Board of
Directors of the Fund (the "Board"). The Fund desires to employ and hereby
appoints the Adviser to act as investment adviser to the Fund. Adviser hereby
accepts the appointment and agrees to furnish the services described herein for
the compensation set forth below.

3. CO-ADVISOR TO THE FUND. Subject to the approval of the Board and
where required, the Fund's shareholders, the Fund will engage an investment
co-adviser, Boulder Investment Advisers, L.L.C., a Colorado limited liability
company and registered investment adviser under the Investment Advisers Act of
1940, in respect of all or a portion of the Fund's assets (the "CO-ADVISER").
The Adviser and the Co-Adviser will be jointly responsible for providing the
services described in subparagraphs (b), (c), (d), (e), (f) and (g) in Paragraph
2 above and Paragraphs 5and 6 below (Information Provided to Fund) with respect
to the Fund's assets, although the Adviser will have primary responsibility for
all record-keeping and day-to-day business activities relating to the investment
operations of the Fund. In the event that the Co-Adviser's engagement is
terminated, the Adviser shall be responsible for furnishing the Fund with the
services theretofore performed by such Co-Adviser under the applicable
investment advisory agreement or arranging for a successor co-adviser or
sub-adviser, as the case may be, to provide such services under terms and
conditions acceptable to the Fund and the Board and subject to the requirements
of the 1940 Act.

Page 19

Page 20

11. TERM OF AGREEMENT. This Agreement shall become effective as of the date it
is approved by a vote of a "majority" (as defined in the 1940 Act) of the Fund's
outstanding voting securities (the "EFFECTIVE DATE") and shall continue for an
initial two-year term and shall remain in effect from year to year so long as
such continuance is specifically approved by (a) a majority of the Directors who
are not "interested persons" of the Fund (as defined in the 1940 Act) and a
majority of the full Board or (b) a majority of the outstanding voting
securities of the Fund (as defined in the 1940 Act). This Agreement is
terminable by a party hereto on sixty (60) days' written notice to the other
party. Any termination shall be without penalty and any notice of termination
shall be deemed given when received by the addressee.

13. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement
between the parties hereto.

14. GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of Barbados.

15. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original for all purposes, and together shall
constitute one and the same Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.

ADVISER: FUND:

STEWART INVESTMENT ADVISERS, a BOULDER TOTAL RETURN FUND, INC., a
Barbados international business company Maryland corporation

By: ________________________________ By: ________________________________

Glade L. Christensen Stephen C. Miller

Its: President Its: President

Page 21

(The below Fee Schedule is Exhibit A to
Amended and Restated Investment Advisory Agreement)

FEE SCHEDULE

The Advisory Fee is the maximum aggregate fee that is to be paid to the
Adviser and any co-Adviser or sub-adviser under this and any other co-advisory
or sub-advisory agreements.

Fee Split Between Adviser and Co-Adviser

The Advisory Fee shall be split among the Adviser and Co-Adviser 25% to
Boulder Investment Advisers LLC and 75% to Stewart Investment Advisers.

Page 1

APPENDIX A

Description of Advisers

BOULDER INVESTMENT ADVISERS, L.L.C.

BIA or Boulder Investment Advisers, L.L.C. was formed on April 8, 1999,
as a Colorado limited liability company and is registered as an investment
adviser under the Investment Advisers Act of 1940. Stewart R. Horejsi is an
employee of and investment manager for both Advisers and has extensive
experience managing common stocks for the Fund as well as for the Horejsi
Affiliates and other family interests. The members of BIA are Evergreen
Atlantic, LLC, whose address is 1680 38th Street, Suite 800, Boulder, Colorado
80301 and the Lola Brown Trust No. 1B, whose address is PO Box 801, Yankton,
South Dakota 57078 (the "Members"). The Members each hold a 50% interest in BIA.
The Members are "affiliated persons" of the Fund (as that term is defined in the
1940 Act). Both Mr. Horejsi and Susan Ciciora, Mr. Horejsi's daughter and one of
the Fund's "interested" directors, are discretionary beneficiaries under the
Lola Brown Trust No. 1B as well as under other Horejsi family affiliated trusts
which own Evergreen Atlantic, LLC. Accordingly, as a result of this
relationship, both Mr. Horejsi and Ms. Ciciora may directly or indirectly
benefit from the relationship between the Fund and BIA.

The executive officers of BIA and the principal occupation of each are
set forth below:

NAME AND POSITION WITH BIA PRINCIPAL OCCUPATION
- ------------------------------------------------------------------------------------------------------

Stephen C. Miller - President, General Counsel and President, Chief Executive Officer and Chairman
Chief Executive Officer of the Board of the Fund; President, Chief
1680 38th Street, Suite 800 Executive Officer and Chairman of the Board of
Boulder, CO 80301 USLife Income Fund, Inc.("UIF"); Director,
Vice President and Secretary of SIA; Director,
Vice President and Assistant Secretary of
Badlands; Counsel to Krassa & Miller, LLC since
1991; and Manager of Fund Administrative
Services, L.L.C. ("FAS")

Carl D. Johns - Vice President and Treasurer Chief Financial Officer, Chief Accounting
1680 38th Street, Suite 800 Officer, Vice President and Treasurer of the
Boulder, CO 80301 Fund; Chief Financial Officer, Chief Accounting
Officer, Vice President and Treasurer of UIF;
Assistant Manager of FAS

Laura Rhodenbaugh - Secretary Secretary of FAS; Treasurer of SIA; Secretary
200 S. Santa Fe #4 and Treasurer of various Horejsi Affiliates
PO Box 6043
Salina, KS 67401

Stewart R. Horejsi - Investment Manager Investment Manager for each Adviser; Director
Bellerive of the Fund until November 2001; since April
Queen Street 1994, General Manager, Brown Welding Supply,
St. Peter, Barbados LLC (sold in 1999); President or Manager,
various subsidiaries of Horejsi, Inc.
(liquidated in 1999) since January, 1992

Carl D. Johns, the Fund's Vice President and Treasurer, is also Vice
President and Treasurer for BIA and, together with Mr. Horejsi is responsible
for managing BIA's day-to-day advisory activities. Mr. Johns received a
Bachelors degree in Mechanical Engineering at the University of Colorado in
1985, and a Masters degree in Finance from the University of Colorado in 1991.
He worked at Flaherty & Crumrine, Incorporated, from 1992 to 1998. During that
period he was an Assistant Treasurer for the Preferred Income Fund Incorporated,
the Preferred Income Opportunity Fund Incorporated, and the Preferred Income
Management Fund. Since 1999, he has been Chief Financial Officer, Chief
Accounting Officer, Vice President and Treasurer of the Fund.

Page 2

STEWART INVESTMENT ADVISERS

SIA (or Stewart West Indies Trading Company, Ltd. dba Stewart
Investment Advisers) is a Barbados international business company, incorporated
on November 12, 1996, and is wholly owned by the Stewart West Indies Trust, an
irrevocable South Dakota trust, established by Mr. Horejsi in 1996 primarily to
benefit his issue (the "West Indies Trust"), whose address is PO Box 801,
Yankton, South Dakota 57078. Mr. Horejsi is not a beneficiary under the West
Indies Trust. However, Susan Ciciora, Mr. Horejsi's daughter and one of the
Fund's "interested" directors, as well as members of her family, are
discretionary beneficiaries under the West Indies Trust and thus, as a result of
this relationship, may directly or indirectly benefit from the relationship
between SIA and the Fund. Prior to 1999, SIA, which is registered as an
investment adviser under the Investment Advisers Act of 1940, had not previously
served as adviser to a registered investment company or managed assets on a
discretionary or non-discretionary basis. However, as described above, Mr.
Horejsi, an employee and investment manager of SIA, has extensive experience
managing common stocks for the Horejsi Group and other family interests.

SIA is not domiciled in the United States and substantially all of its
assets are located outside the United States. As a result, it may be difficult
to realize judgments of courts of the United States predicated upon civil
liabilities under federal securities laws of the United States. The Fund has
been advised that there is substantial doubt as to the enforceability in
Barbados of such civil remedies and criminal penalties as are afforded by the
federal securities laws of the United States. Pursuant to the Proposed Advisory
Agreement, SIA has appointed the Secretary of the Fund (i.e., presently
Stephanie Kelley in Boulder, Colorado) as its agent for service of process in
any legal action in the United States, thus subjecting it to the jurisdiction of
the United States courts.

Stewart R. Horejsi is an employee of both BIA and SIA. He is the
primary investment manager and, together with Mr. Johns, is responsible for the
day-to-day management of the Fund's assets and is primarily responsible for the
Fund's asset allocation. Mr. Horejsi was a director of the Fund until November,
2001; General Manager, Brown Welding Supply, LLC (sold in 1999), since April
1994; Director, Sunflower Bank (resigned); and the President or Manager of
various subsidiaries of the Horejsi Affiliates since June 1986. Mr. Horejsi has
been the investment adviser for various Horejsi family trusts (i.e. the Brown
Trust, the EH Trust, the SRH Trust, and certain other related trusts) and the
Horejsi Affiliates since 1982. As of December 31, 2001, the size of the Horejsi
Affiliates' common stock portfolio is approximately $620 million. Mr. Horejsi
has been the Director and President of the Horejsi Charitable Foundation, Inc.
since 1997. Mr. Horejsi received a Masters Degree in Economics from Indiana
University in 1961 and a Bachelor of Science Degree in Industrial Management
from the University of Kansas in 1959.

The executive officers of SIA and the principal occupation of each are
set forth below:

NAME AND POSITION WITH SIA
AND ADDRESS PRINCIPAL OCCUPATION
- ------------------------------------------------------------------------------------------------------

Glade Christensen - Managing Director, Sales manager for SIA
President and Resident General Sales Manager
Bellerive,
Queen Street
St. Peter, Barbados

Stephen C. Miller - Director, Vice President, Chief Executive Officer and Chairman of the Board
President and Secretary of the Fund; President, Chief Executive Officer and Chairman
1680 38th Street, Suite 800 of the Board of UIF; Director, Vice President and Assistant
Boulder, CO 80301 Secretary of Badlands; Counsel to Krassa & Miller, LLC since
1991; and Manager of FAS.

Laura Rhodenbaugh - Treasurer Secretary of FAS and BIA; Secretary and Treasurer of various
200 S. Santa Fe #4 Horejsi affiliates
PO Box 6043
Salina, KS 67401

Stewart R. Horejsi - Investment Manager Investment Manager for SIA; Director of the Fund until
Bellerive November 2001; Since April 1994, General Manager, Brown
Queen Street Welding Supply, LLC (sold in 1999); President or Manager,
St. Peter, Barbados various subsidiaries of Horejsi, Inc. (liquidated in 1999)
since January, 1992.

Page 3

PROXY

BOULDER TOTAL RETURN FUND, INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned holder of shares of Common Stock of Boulder Total Return Fund,
Inc., a Maryland corporation (the "Fund"), hereby appoints Stephen C. Miller,
Carl D. Johns, and Thomas N. Calabria, attorneys and proxies for the
undersigned, with full powers of substitution and revocation, to represent the
undersigned and to vote on behalf of the undersigned all shares of Common Stock,
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
of the Fund to be held at the Doubletree La Posada Resort, 4949 E. Lincoln Dr.,
Scottsdale, Arizona at 10:00 a.m. Mountain Standard Time, on April 26, 2002, and
any adjournments thereof. The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting and Proxy Statement and hereby instructs said attorneys
and proxies to vote said shares as indicated hereon. In their discretion, the
proxies are authorized to vote upon such other business as may properly come
before the Meeting. A majority of the proxies present and acting at the Annual
Meeting in person or by substitute (or, if only one shall be so present, then
that one) shall have and may exercise all of the power and authority of said
proxies hereunder. The undersigned hereby revokes any proxy previously given.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

Page 1

Please indicate your vote by an "X" in the appropriate box below.

THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
ELECTION OF EACH NOMINEE AS DIRECTOR AND FOR PROPOSALS 2 AND 3.

PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS.

1. Election of Directors.

NOMINEES: Stephen C. Miller and Susan L. Ciciora

FOR ____ WITHHELD ____ FOR ALL EXCEPT ____

Instruction: If you do not wish your shares voted "for" a particular nominee,
mark the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted "For" the remaining nominee(s).

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" ELECTION OF
STEPHEN C. MILLER AS CLASS II DIRECTOR OF THE FUND AND SUSAN L. CICIORA AS A
CLASS I DIRECTOR OF THE FUND.

2. To approve or disapprove a proposed amendment to the Fund's Investment
Advisory Agreement with Boulder Investment Advisers L.L.C. to make it a
Co-Investment Advisory Agreement

FOR ____ AGAINST ____ ABSTAIN ____

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" APPROVAL OF
THE AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT WITH BOULDER INVESTMENT
ADVISERS L.L.C.

3. To approve or disapprove a proposed amendment to the Fund's Investment
Sub-Advisory Agreement with Stewart Investment Advisers to make it a
Co-Investment Advisory Agreement

FOR ____ AGAINST ____ ABSTAIN ____

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" APPROVAL OF
THE AMENDMENT TO THE INVESTMENT SUB-ADVISORY AGREEMENT WITH STEWART INVESTMENT
ADVISERS.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT ____

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

NOTE: Please sign exactly as your name appears on this Proxy. If joint owners,
EITHER may sign this Proxy. When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please give your full title.

Signature:
-------------------------

Date:
-------------------------

Signature:
-------------------------

Date:
-------------------------

Page 2

PROXY

BOULDER TOTAL RETURN FUND, INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned holder of shares of Auction Market Preferred Stock ("AMPs") of
Boulder Total Return Fund, Inc., a Maryland corporation (the "Fund"), hereby
appoints Stephen C. Miller, Carl D. Johns, and Thomas N. Calabria, attorneys and
proxies for the undersigned, with full powers of substitution and revocation, to
represent the undersigned and to vote on behalf of the undersigned all shares of
AMPs, which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Fund to be held at the Doubletree La Posada Resort, 4949 E.
Lincoln Dr., Scottsdale, Arizona at 10:00 a.m. Mountain Standard Time, on April
26, 2002, and any adjournments thereof. The undersigned hereby acknowledges
receipt of the Notice of Annual Meeting and Proxy Statement and hereby instructs
said attorneys and proxies to vote said shares as indicated hereon. In their
discretion, the proxies are authorized to vote upon such other business as may
properly come before the Meeting. A majority of the proxies present and acting
at the Annual Meeting in person or by substitute (or, if only one shall be so
present, then that one) shall have and may exercise all of the power and
authority of said proxies hereunder. The undersigned hereby revokes any proxy
previously given.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

Page 3

Please indicate your vote by an "X" in the appropriate box below.

THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1, 2 AND 3.

PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS.

1. Election of Director.

NOMINEE: Richard I. Barr

FOR ____ WITHHELD ____

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" ELECTION OF
RICHARD I. BARR AS CLASS II DIRECTOR OF THE FUND.

2. To approve or disapprove a proposed amendment to the Fund's Investment
Advisory Agreement with Boulder Investment Advisers, L.L.C. to make it a
Co-Investment Advisory Agreement.

FOR ____ AGAINST ____ ABSTAIN ____

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" APPROVAL OF
THE AMENDMENT TO THE INVESTMENT ADVISORY AGREEMENT WITH BOULDER INVESTMENT
ADVISERS, L.L.C.

3. To approve or disapprove a proposed amendment to the Fund's Investment
Sub-Advisory Agreement with Stewart Investment Advisers to make it a
Co-Investment Advisory Agreement.

FOR ____ AGAINST ____ ABSTAIN ____

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" APPROVAL OF
THE AMENDMENT TO THE INVESTMENT SUB-ADVISORY AGREEMENT WITH STEWART INVESTMENT
ADVISERS.

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT ____

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

Signature:
-------------------------

Date:
-------------------------

Signature:
-------------------------

Date:
--------------------------

Page 4