SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ] Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
BOULDER TOTAL RETURN FUND, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transactions
applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identity the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4)
Date Filed:
BOULDER TOTAL RETURN FUND, INC.
1680 38TH STREET, SUITE 800
BOULDER, COLORADO 80301
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on April 22, 2003
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
9:00 a.m. Mountain Standard Time, on April 22, 2003, for the following purposes:
1. To elect one (1) Director of the Fund (Proposal 1).
2. 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, 2003 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
STEPHANIE KELLEY
Secretary
March 12, 2003
- --------------------------------------------------------------------------------
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 proxy statement ("Proxy Statement") for Boulder Total Return Fund,
Inc. ("BTF" or the "Fund") is furnished in connection with the solicitation of
proxies by the Fund's Board of Directors (collectively, the "Board" and
individually, the "Directors") for use at the Annual Meeting of Shareholders of
the Fund to be held on Tuesday, April 22, 2003, at 9:00 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 12,
2003, primarily by mail, but proxy solicitations may also be made by telephone,
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, 2002, 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.boulderfunds.net. The report is not to be regarded as proxy solicitation
material.
Boulder Investment Advisers, L.L.C., 1680 38th Street, Suite 800,
Boulder, Colorado 80301, and Stewart Investment Advisers, Bellerive, Queen
Street, St. Peter, Barbados currently serve as co-investment advisers to the
Fund. PFPC Inc. acts as the transfer agent and 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.
If the enclosed proxy is properly executed and returned by April 22,
2003 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 and FOR
any other matters that may properly come before the Meeting and that are deemed
appropriate. 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.
A quorum of the Fund's shareholders is required to properly conduct the
business of the Meeting. 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. 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.
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, 2003, the following number of Shares of the Fund
were issued and outstanding:
Common Stock AMPs
Outstanding Outstanding
----------- -----------
9,416,743 775
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 expires and the successor
or successors elected to such class will serve for a three-year term. The first
proposal to be considered at the Meeting is the election of one (1) Director of
the Fund as follows:
Alfred G. Aldridge, Jr., Class III Director of the Fund, is being
nominated for a single three year term to expire at the Fund's
2006 Annual Meeting of Shareholders or until his successor is duly
elected and qualified.
Richard I. Barr and Stephen C. Miller, Class II Directors of the Fund, were
elected on April 26, 2002 for three year terms to expire at the Fund's 2005
Annual Meeting of Shareholders or until their successors are duly elected and
qualified. 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. Susan L.
Ciciora, a Class I Director of the Fund, was elected on April 26, 2002 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.
The nominee has consented to serve as Director if elected at the
Meeting. If the nominee declines or otherwise becomes unavailable for election,
however, the proxy confers discretionary power on the persons named therein to
vote in favor of a substitute nominee.
Under the Fund's Articles of Incorporation, Articles Supplementary and
the Investment Company Act of 1940, as amended (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. Aldridge to be considered and
acted upon. Accordingly, only the AMPs shareholders are entitled to vote on the
election of Mr. Aldridge.
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, 2003 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.
Name of Owner* Number of Shares Number of Shares Percentage
Directly Owned (1) Beneficially Owned (2) Beneficially Owned
- ------------------------------------------- ------------------------ -------------------------- ----------------------
- ------------------------------------------- ------------------------ -------------------------- ----------------------
Badlands Trust Company (1)(3) 12,735 3,939,735 41.84%
Stewart R. Horejsi Trust No. 2 (4) 0 3,939,735 41.84%
Ernest Horejsi Trust No. 1B (1) 2,462,353 2,462,353 26.15%
Lola Brown Trust No. 1B (1) 1,027,886 1,027,886 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 3,939,735 3,939,735 41.84%
Affiliates (defined below) **
- ------------------------------------------- ------------------------ -------------------------- ----------------------
- ------------------------------------------- ------------------------ -------------------------- ----------------------
Alter Asset Management, Inc.*** 1,616,745 1,616,745 17.20%
<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 December 31, 2002.
(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 3,939,735 (41.84%). However, these entities and
other trusts or companies with interlocking management and/or common
ownership may be deemed to indirectly own additional Fund shares, which
are included in the table above.
(2) Indirect Ownership Through EALLC. Numbers shown in the table include
shares held directly (see Footnote No. 1) and shares that may be deemed
to be beneficially owned indirectly through ownership of EALLC. The
outstanding membership interests in EALLC are owned by the Evergreen
Trust, the Susan Trust, the John Trust and the SWI Trust in the
following percentages - 11%, 30%, 15% and 44%. The Trustees of the
Evergreen Trust are Stephen C. Miller, Larry Dunlap and Badlands.
Badlands is the sole trustee for each of the Susan Trust, the John
Trust and the SWI Trust. Mr. Horejsi is not a beneficiary under any of
the foregoing trusts. Badlands has sole discretion with respect to the
Susan Trust, John Trust and SWI Trust while any action by the Evergreen
Trust requires a majority vote of the trustees. Consequently, both the
trusts and each trustee disclaim beneficial ownership of shares owned
by EALLC. Mr. Horejsi is the manager of EALLC.
(3) Ownership by Badlands. The number shown in the table includes shares
held directly by Badlands (see Footnote No. 1) and shares that may be
deemed to be beneficially owned indirectly by Badlands through direct
or indirect ownership by the Brown Trust, the EH Trust, EALLC,
Evergreen Trust, the Susan Trust, the John Trust and the SWI Trust.
Badlands is the sole trustee of the Susan Trust, the John Trust and the
SWI Trust, which together with the Evergreen Trust control EALLC (see
Footnote No. 2), the other two trustees of Evergreen Trust being
Stephen C. Miller and Larry Dunlap. Badlands, together with Larry
Dunlap and Susan Ciciora (Mr. Horejsi's daughter), is one of three
trustees of both the Brown Trust and the EH Trust. Badlands is a trust
company organized under the laws of South Dakota, which is wholly owned
by the SRH Trust, an irrevocable trust organized by Mr. Stewart Horejsi
for the benefit of his issue. The directors of Badlands are Larry
Dunlap, Stephen C. Miller, Robert Ciciora, who is the brother of Mr.
Horejsi's son-in-law (John Ciciora), Gail G. Gubbels and Marty Jans.
Badlands and its directors disclaim beneficial ownership of shares
owned directly by the EALLC, the Evergreen Trust, the Susan Trust, the
John Trust, the SWI Trust, the Brown Trust and the EH Trust.
(4) Indirect Ownership by SRH Trust. The number shown in the table reflects
shares that may be deemed to be beneficially owned indirectly through
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.
</FN>
- ----------------------------
Information as to beneficial ownership in the above table and previous
footnotes has been obtained from a representative of the beneficial owners; all
other information as to beneficial ownership is based on reports filed with the
Securities and Exchange Commission (the "SEC") by such beneficial owners.
As of February 28, 2003, Cede & Co., a nominee partnership of the
Depository Trust Company, held of record, but not beneficially, 9,337,951 shares
or 99.2% of Common Stock outstanding and 775 shares or 100% of AMPs outstanding
of the Fund.
As of February 28, 2003, the executive officers and directors of the
Fund, as a group, owned 3,962,191 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 42.08% of Common Shares
and 0% of AMPs.
INFORMATION ABOUT DIRECTORS AND OFFICERS. Set forth in the following
table is information about the nominee for election to the Board of Directors
and the existing Directors of the Fund.
- --------------------------------- ------------------------ ---------------------------------------------------- ----------------
Number of
Funds in Fund
Name, Address*, Age Position, Length of Principal Occupation(s) and Other Directorships Complex
Term Served, and Term held Overseen by
of Office During the Past Five Years Director
- --------------------------------- ------------------------ ---------------------------------------------------- ----------------
Independent Directors
- --------------------------------- ------------------------ ---------------------------------------------------- ----------------
Alfred G. Aldridge, Jr. Director of the Fund Retired; from 1982-2002, Sales Manager of 2
Brig. Gen. (Retired) since 1999. Current Shamrock Foods Company; Director of the Fiesta
Cal. Air National Guard Nominee for Director Bowl, Tempe, AZ since 1997; Director, Boulder
Age: 65 for a term to expire Growth & Income Fund, Inc., since 2002.
at the 2006 annual
meeting.
Richard I. Barr Director of the Fund Retired; from 1963-2001, Manager of Advantage 2
Age: 64 since 1999. Current Sales and Marketing, Inc; Director, Boulder Growth
term expires at the & Income Fund, Inc., since 2002; Director, First
2005 annual meeting. Financial Fund, Inc., since 2001.
Joel W. Looney Director of the Fund Partner, Financial Management Group, LLC since 2
Age: 40 since 2001. Current July 1999; CFO, Bethany College from 1995 -1999;
term expires at the Director, Boulder Growth & Income Fund, Inc.,
2004 annual meeting. since January 2002.
Interested Directors**
- --------------------------------- ------------------------ ---------------------------------------------------- ----------------
Susan L. Ciciora Director of the Fund Owner, Superior Interiors (interior design for 2
Age: 39 since 2001. Current custom homes) since 1995; Corporate Secretary,
term expires at 2004 Ciciora Custom Builders, LLC since 1995; Trustee
annual meeting. of the Brown Trust and the EH Trust. Director,
Boulder Growth & Income Fund, Inc., since January,
2002.
Stephen C. Miller Director and Chairman President of and General Counsel for Boulder 2
Age: 50 of the Board since Investment Advisers, LLC ("BIA"); Manager, Fund
1999. President of Administrative Services, LLC ("FAS"); Vice
the Fund. Current President of Stewart Investment Advisers ("SIA");
term expires at 2005 Director, Chairman of the Board and President of
annual meeting. Boulder Growth & Income Fund, Inc., since 2002;
President and General Counsel, Horejsi, Inc.
(liquidated in 1999); General Counsel, Brown
Welding Supply, LLC (sold in 1999); officer of various
other Horejsi Affiliates.; Of Counsel, Krassa &
Miller, LLC since 1991.
<FN>
* Unless otherwise specified, the Directors' respective addresses are c/o
Boulder Total Return Fund, Inc., 1680 38th Street, Suite 800, Boulder, Colorado
80301.
** Mr. Miller is an "interested person" because he is an officer of BIA and SIA,
the Fund's investment advisers. Ms. Ciciora is an "interested person" as a
result of the extent of her beneficial ownership of Fund shares and by virtue of
her indirect beneficial ownership of BIA and FAS.
</FN>
- ----------------------------
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 EH Trust.
The names of the executive officers of the Fund (other than Mr. Miller,
who is described above) are listed in the table below. Each officer was elected
to office by the Board at a meeting held on April 26, 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.
- ------------------------------ -------------------------- ----------------------------------------------------------
Position, Length of
Name, Address, Age Term Served, and Term of Principal Occupation(s) and Other Directorships held
Office During the Past Five Years
- ------------------------------ -------------------------- ----------------------------------------------------------
- ------------------------------ -------------------------- ----------------------------------------------------------
Carl D. Johns Chief Financial Officer, Vice President and Treasurer of BIA and Assistant
1680 38th Street, Chief Accounting Manager of FAS, since April, 1999; Vice President, Chief
Suite 800 Officer, Vice President Financial Officer and Chief Accounting Officer, Boulder
Boulder, CO 80301 and Treasurer since Growth & Income Fund, Inc., since 2002; Employee of
Age: 40 1999. Appointed Flaherty & Crumrine Incorporated prior to December
annually. 1998; Assistant Treasurer of Preferred Income Management Fund
Incorporated, Preferred Income Fund Incorporated and
Preferred Income Opportunity Fund Incorporated prior to
December 1998.
Stephanie Kelley Secretary since 2000. Secretary, Boulder Growth & Income Fund, Inc., since
1680 38th Street, Appointed annually. 2002; Assistant Secretary and Assistant Treasurer of
Suite 800 various Horejsi Affiliates; employee of FAS since March
Boulder, CO 80301 1999.
Age: 46
Set forth in the following table is the nominee for election to the
Board as well as the other Directors of the Fund, together with the dollar range
of equity securities beneficially owned by each Director and the nominee in the
Fund as of February 28, 2003, as well as the aggregate dollar range of equity
securities in all funds overseen or to be overseen in a family of investment
companies (i.e., other funds managed by BIA and SIA (collectively, the
"Advisers").
OWNERSHIP OF THE FUND BY DIRECTORS
Directors and Nominees Dollar Range of Equity Aggregate Dollar Range of
Securities in the Fund Equity Securities in All Funds
in the Family of Investment
Companies
- -------------------------------------- -------------------------------- ---------------------------------
Independent Directors and Nominee
- -------------------------------------- -------------------------------- ---------------------------------
Alfred G. Aldridge, Jr. $10,001 to $50,000 $10,001 to $50,000
Richard I. Barr Over $100,000 Over $100,000
Joel W. Looney $10,001 to $50,000 $10,001 to $50,000
Interested Directors
- -------------------------------------- -------------------------------- ---------------------------------
Susan L. Ciciora Over $100,000+ Over $100,000
Stephen C. Miller Over $100,000++ Over $100,000
<FN>
+ 2,462,353, 257,811 and 1,027,886 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 indirectly owns and controls 2,000 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>
- ----------------------------
None of the independent Directors or their family members owned
beneficially or of record any securities of the advisers or any person directly
or indirectly controlling, controlled by, or under common control with the
advisers.
DIRECTOR COMPENSATION. The following table sets forth certain
information regarding the compensation of the Fund's Directors for the fiscal
year ended November 30, 2002. No persons (other than the independent Directors,
as set forth below) currently receive compensation from the Fund for acting as a
Director or officer. Directors and executive officers of the Fund do not receive
pension or retirement benefits from the Fund. Directors receive reimbursement
for travel and other out of pocket expenses incurred in connection with Board
meetings.
Name of Person and Aggregate Compensation Total Compensation from the Fund
Position with the Fund from the Fund Paid to Directors and Fund Complex Paid to Directors
- --------------------------------------- ---------------------------------- ---------------------------------
- --------------------------------------- ---------------------------------- ---------------------------------
Alfred G. Aldridge, Jr., Director $23,500 $ 37,000 (2 funds)
Richard I. Barr, Director $23,500 $ 36,500 (2 funds)
Joel W. Looney, Director $23,500 $ 37,000 (2 funds)
Susan L. Ciciora, Director $0 $0
Stephen C. Miller, President of the $0 $0
Fund, Chairman of the Board and
Director
Prior to January 28, 2002, each Director of the Fund who was not a
Director, officer or employee of one of the Advisers, or any of their
affiliates, received a fee of $6,000 per annum plus $4,000 for each in-person
meeting, and $1,000 for each telephone meeting. As of 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 five meetings during the fiscal year ended November
30, 2002. 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, 2002 amounted to $70,500.
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.
In connection with the audited financial statements as of and for the
year ended November 30, 2002 included in the Fund's Annual Report for the year
ended November 30, 2002 (the "Annual Report"), at a meeting held on January 21,
2003, the Audit Committee considered and discussed the audited financial
statements with management and the independent accountants, and discussed the
audit of such financial statements with the independent accountants.
The Audit Committee has received the written disclosures and letter
from the independent accountants required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees) and has
discussed with independent accountants their independence.
The members of the Audit Committee are not professionally engaged in
the practice of auditing or accounting and are not employed by the Fund for
accounting, financial management or internal control. Moreover, the Audit
Committee relies on and makes no independent verification of the facts presented
to it or representations made by management or the independent accountants.
Accordingly, the Audit Committee's oversight does not provide an independent
basis to determine that management has maintained appropriate accounting and
financial reporting principles and policies, or internal controls and
procedures, designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not provide assurance that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted accounting standards or that the financial statements
are presented in accordance with generally accepted accounting principles.
Based on its consideration of the audited financial statements and the
discussions referred to above with management and the independent accountants
and subject to the limitation on the responsibilities and role of the Audit
Committee set forth in the Charter and those discussed above, the Audit
Committee of the Fund recommended to the Board of Directors of the Fund that the
audited financial statements be included in the Fund's Annual Report and be
mailed to shareholders and filed with the SEC.
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 21, 2003, 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, 2003. 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, 2002. 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.
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, 2002. For the 12 months ended November 30, 2002, the Horejsi
Affiliates paid $0 to KPMG for their services.
Financial Information Systems
Audit Fees Design and Implementation Fees All Other Fees
$31,000 $ 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 did not meet during the fiscal year ended November 30, 2002. The Fund
does not have a compensation committee.
REQUIRED VOTE. Election of Mr. Aldridge 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 AMPs SHAREHOLDERS VOTE "FOR" THE ELECTION OF MR. ALDRIDGE.
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 2004 must be
received by the Fund for consideration for inclusion in the Fund's proxy
statement relating to the meeting no later than November 19, 2003. Shareholder
proposals, including any accompanying supporting statement, may not exceed 500
words. A shareholder desiring to submit a proposal must be a record or
beneficial owner of Shares with a market value of $2,000 and must have held such
Shares for at least one year. Further, the shareholder must continue to hold
such Shares through the date on which the meeting is held. Documentary support
regarding the foregoing must be provided along with the proposal. There are
additional requirements regarding proposals of shareholders, and a shareholder
contemplating submission of a proposal is referred to Rule 14a-8 promulgated
under the 1934 Act. The timely submission of a proposal does not guarantee its
inclusion in the Fund's proxy materials.
ADDITIONAL INFORMATION
Compliance with Section 16(a) of the Securities Exchange Act of 1934.
Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act requires the
Fund's Directors and officers, persons affiliated with the Fund's investment
advisers, and persons who own more than 10% of a registered class of the Fund's
securities, to file reports of ownership and changes of ownership with the SEC
and the New York Stock Exchange. Directors, officers and greater-than-10%
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 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.
- --------------------------------------------------------------------------------
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-in-fact 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 9:00 a.m. Mountain Standard Time, on April 22, 2003, and
any adjournments thereof. The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting and Proxy Statement and hereby instructs said
attorneys-in-fact 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
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
proposal 1. The Board of Directors recommends that the shareholders vote "FOR"
approval of Proposal No. 1.
1. Election of Director.
Nominee: Alfred G. Aldridge, Jr.
FOR ____ WITHHELD ____
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:
--------------------------