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:

[   ]    Preliminary Proxy Statement
[   ]    Confidential, for Use of the Commission Only (as permitted by
         Rule 14a-6(e)(2))
[ X ]    Definitive Proxy Statement
[   ]    Definitive Additional Materials
[   ]    Soliciting Material Pursuant to Sec. 240.14a-12

                         BOULDER TOTAL RETURN FUND, INC.
                (Name of Registrant as Specified In Its Charter)


                             Stephen C. Miller, Esq.
                           2344 Spruce Street, Suite A
                            Boulder, Colorado 80302
                                 (303) 442-2156

                   (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)(1) 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:



[GRAPHIC OMITTED]                                BOULDER TOTAL RETURN FUND, INC.
                                                     2344 SPRUCE STREET, SUITE A
                                                        BOULDER, COLORADO  80302


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                          To Be Held on April 27, 2007


To the Stockholders:

     Notice is hereby given that the Annual Meeting of  Stockholders  of Boulder
Total Return Fund, Inc., a Maryland  corporation  (the "Fund"),  will be held at
the Scottsdale Plaza Resort, 7200 North Scottsdale Road, Scottsdale,  Arizona at
9:00 a.m.  Mountain  Standard Time (local time),  on April 27, 2007, to consider
and vote on the following  Proposals,  all of which are more fully  described in
the accompanying Proxy Statement:

     1.   The election of Directors of the Fund (Proposal 1).

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

     The Board of  Directors  of the Fund has fixed  the  close of  business  on
February 28, 2007 as the record date for the  determination  of  stockholders of
the  Fund  entitled  to  notice  of and to vote at the  Annual  Meeting  and any
postponements or adjournments  thereof.  This Proxy Statement,  Notice of Annual
Meeting and proxy card are first being mailed to  stockholders on or about March
14, 2007.


                                   By Order of the Board of Directors,
                                   /s/ Stephanie Kelley
                                   STEPHANIE KELLEY
                                   Secretary
March 12, 2007




--------------------------------------------------------------------------------
STOCKHOLDERS ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD OR
AUTHORIZE  PROXIES  VIA  TELEPHONE  OR THE  INTERNET.  THE PROXY CARD  SHOULD BE
RETURNED  IN THE  ENCLOSED  ENVELOPE,  WHICH  NEEDS NO  POSTAGE IF MAILED IN THE
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





[GRAPHIC OMITTED]                                BOULDER TOTAL RETURN FUND, INC.
                                                     2344 SPRUCE STREET, SUITE A
                                                        BOULDER, COLORADO  80302

                         ANNUAL MEETING OF STOCKHOLDERS
                                 April 27, 2007

                                 PROXY STATEMENT

     This proxy  statement  ("Proxy  Statement")  for Boulder Total Return Fund,
Inc., a Maryland  corporation ("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
Stockholders  of the Fund to be held on  Friday,  April 27,  2007,  at 9:00 a.m.
Mountain  Standard Time (local time),  at the Scottsdale  Plaza Resort,  7200 N.
Scottsdale Drive, Scottsdale, Arizona, and at any adjournments and postponements
thereof (the  "Meeting").  A Notice of Annual Meeting of Stockholders  and proxy
card accompany this Proxy Statement.  Proxy solicitations may be made, beginning
on or about March 14, 2007,  primarily by mail, but proxy solicitations may also
be made by telephone,  by Internet on the Fund's  website,  email,  telegraph or
personal  interviews  conducted  by  officers  of the Fund and  PFPC  Inc.,  the
transfer agent of the Fund. Any cost 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 Board has fixed the close of business on February 28,
2007  as  the  record  date  (the  "Record  Date")  for  the   determination  of
stockholders  entitled  to  notice  of  and  to  vote  at the  Meeting  and  any
postponements or adjournments thereof.

     The Annual Report of the Fund,  including audited financial  statements for
the fiscal  year ended  November  30,  2006,  has been  mailed to  stockholders.
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.  ("BIA"), 2344 Spruce Street, Suite A,
Boulder,  Colorado 80302 and Stewart  Investment  Advisers  ("SIA"),  Bellerive,
Queen Street, St. Peter, Barbados,  currently serve as co-investment advisers to
the Fund.  BIA and SIA are  collectively  referred to herein as the  "Advisers".
Fund Administrative Services, L.L.C., serves as co-administrator to the Fund and
is located at 2344 Spruce Street,  Suite A, Boulder,  Colorado 80302.  Investors
Bank & Trust  Company  ("IBT") acts as the  co-administrator  to the Fund and is
located at 200 Clarendon Street, Boston, Massachusetts 02116. PFPC Inc. ("PFPC")
acts as the transfer  agent to the Fund and is located at 4400  Computer  Drive,
Westborough, Massachusetts 01581.

     If the enclosed  proxy is properly  executed and returned by April 27, 2007
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  Directors,  and, in the  discretion  of the proxy
holder,  on any other  matters  that may properly  come before the Meeting.  Any
stockholder  who has given a proxy has the right to revoke it at any time  prior
to its exercise  either by attending the Meeting and casting his or her votes in
person or by submitting a letter of  revocation  or a  later-dated  proxy to the
Fund's Secretary at the above address prior to the date of the Meeting.

     A quorum of the Fund's stockholders is required for the conduct of business
at the  Meeting.  Under the Bylaws 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 (without regard to class) of the Fund as of the Record Date. 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 one or more proposals are not received,
the persons  named as proxies may propose and vote for one or more  adjournments
of the Meeting to permit  further  solicitation  of proxies  with respect to any
proposal that did not receive the votes necessary for its passage.  With respect
to those  proposals for which there is represented a sufficient  number of votes
in  favor,  actions  taken  at the  Meeting  will be  approved  and  implemented
irrespective of any adjournments  with respect to any other proposals.  Any such
adjournment will require the affirmative vote of a majority of votes cast on the
matter at the Meeting. 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.


     The Fund has two classes of stock:  common stock, par value $0.01 per share
(the  "Common  Stock"),  and  preferred  stock,  par value  $0.01 per share (the
"Preferred  Stock"),  1,000  shares of which have been  designated  as AMPS (the
Common Stock and AMPS are collectively  referred to herein as the "Shares").  On
the Record  Date,  the  following  number of Shares of the Fund were  issued and
outstanding:



             Common Stock                                   AMPs
              Outstanding                               Outstanding
              -----------                               -----------
              12,338,660                                    775


     SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL OWNERS. The following table sets
forth certain information regarding the beneficial ownership of the Shares as of
the Record Date by each person who is known by the Fund to  beneficially  own 5%
or more of the Fund's outstanding  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, LLC  (1)(3)                          0               5,447,782                  44.15%
Stewart R. Horejsi Trust No. 2 (4)                           0               5,447,782                  44.15%
Ernest Horejsi Trust  No. 1B (1)                     3,413,138               3,413,138                  27.66%
Lola Brown Trust No. 1B (1)                          1,434,515               1,434,515                  11.63%
Evergreen Atlantic LLC (1)                             343,748                 343,748                   2.79%
Stewart West Indies Trust (1)(2)                       104,627                 255,876                   2.07%
Susan L. Ciciora Trust (1)(2)                           72,976                 176,100                   1.43%
John S. Horejsi Trust (1)(2)                            53,080                 104,642                   0.85%
Evergreen Trust (1)(2)                                  25,698                  63,510                   0.51%

                                            ------------------------ -------------------------- ----------------------
Aggregate Shares Owned by Horejsi                    5,447,782               5,447,782                  44.15%
Affiliates (defined below) **
------------------------------------------- ------------------------ -------------------------- ----------------------
Alter Asset Management, Inc.***                        787,154                 787,154                   6.38%



*    The  address of  Evergreen  Atlantic  LLC is 2344 Spruce  Street,  Suite A,
     Boulder, Colorado 80302. The address of each other listed Trust is Badlands
     Trust  Company,  LLC,  c/o Ron Kukes,  Alaska  First  Bank & Trust,  3301 C
     Street, Suite 100, Anchorage, AK 99503.

**   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 below).

***  As stated in a Schedule 13G Amendment No. 7 filed with the  Securities  and
     Exchange Commission on February 9, 2007.

(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, LLC ("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 1940 Act).  EALLC,  the Evergreen  Trust,
     John Trust,  Susan  Trust,  SWI Trust,  the Brown  Trust,  the EH Trust and
     Badlands  (for the  purposed of this Proxy are  collectively  the  "Horejsi
     Affiliates") directly own the shares indicated for such entity in the table
     above,  totaling  5,447,782  (44.15%).  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 includes 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 limited  liability company organized under the laws of Alaska
     authorized to do business as a trust company,  which is wholly owned by the
     SRH Trust,  an irrevocable  trust  organized by Mr. Stewart Horejsi for the
     benefit of his issue. The Managers of Badlands are Larry Dunlap, Stephen C.
     Miller, Laura Tatooles,  Laura Rhodenbaugh and Ron Kukes.  Badlands and its
     managers  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 the
     SRH  Trust's  ownership  of  Badlands.  The  trustees  of the SRH Trust are
     Badlands,  Laura Tatooles and Brian Sippy.  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 the Record Date, Cede & Co., a nominee  partnership of the Depository
Trust Company, held of record, but not beneficially, 12,285,303 shares or 99.57%
of Common Stock outstanding and 775 shares or 100% of AMPS outstanding.

     As of the Record Date, the executive officers and directors of the Fund, as
a group,  owned  5,480,932  shares of Common  Stock (this  amount  includes  the
aggregate  shares of Common  Stock  owned by the  Horejsi  Affiliates  set forth
above) and 0 shares of AMPS, representing 44.42% of Common Stock outstanding and
0% of AMPS.

     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 OF THE FUND

     The Charter  provides  that all of the  Directors  stand for election  each
year. The Board has nominated the following five Director  nominees to stand for
election,  each for a one-year term and until their  successors are duly elected
and qualify:  Richard I. Barr, Joel W. Looney, John S. Horejsi, Susan L. Ciciora
and Dr. Dean L. Jacobson.  Only the Common Stock holders are entitled to vote on
the election of Messrs.  Looney,  Horejsi and Jacobson and only the AMPS holders
are entitled to vote on the election of Mr. Barr and Ms. Ciciora. On October 13,
2006,  Dennis Causier  submitted his  resignation as a Director of the Fund. The
remaining  Directors of the Fund accepted Mr. Causier's  resignation and, at the
subsequent regularly scheduled Board meeting held on October 23, 2006, nominated
John S. Horejsi as Mr. Causier's replacement.  Mr. Horejsi is the son of Stewart
Horejsi,  an agent and  beneficiary  of the Fund's largest  stockholder  (the EH
Trust defined above), and will be an interested  Director of the Fund. The above
nominees have  consented to serve as Directors if elected at the Meeting for the
one-year  term.  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 for
the Board.





     INFORMATION ABOUT DIRECTORS AND OFFICERS.  Set forth in the following table
is information about the nominees for election to the Board of Directors:



--------------------------------- ------------------------ ------------------------------------------------ -----------------
Name, Address*, Age                 Position, Length of           Principal Occupation(s) and Other         Number of Funds
                                   Term Served, and Term    Directorships Held During the Past Five Years       in Fund
                                         of Office                                                              Complex+
                                                                                                              Overseen by
                                                                                                                Director
--------------------------------- ------------------------ ------------------------------------------------ -----------------
--------------------------------- ------------------------ ------------------------------------------------ -----------------
                                                                                                          
Independent Directors
Richard I. Barr                   Director of the Fund     Retired.    Manager,    Advantage   Sales   and         3
Chairman                          since 1999.  Chairman    Marketing,  Inc. (food  brokerage),  1963-2001;
Age:  69                          of the Board since       Director,  Boulder Growth & Income Fund,  Inc.,
                                  2003. Current Nominee    since 2002; Director, First Financial Fund,
                                  for a term to expire     Inc., since 2001.
                                  at the 2008 annual
                                  meeting.

Joel W. Looney,                   Director of the Fund     Partner,   Financial   Management   Group,  LLC         3
Age:  44                          since 2001. Current      (investment  adviser),  since July  1999;  CFO,
                                  Nominee for a term to    Bethany College,  1995-1999;  Director, Boulder
                                  expire at the 2008       Growth  & Income  Fund,  Inc.,  since  2002 and
                                  annual meeting.          Chairman of the Board since 2004;  Director and
                                                           Chairman of the Board,  First  Financial  Fund,
                                                           Inc., since 2003.

Dr. Dean L. Jacobson              Director of the Fund     Founder and President of Forensic  Engineering,         3
Age:  68                          since 2004.  Current     Inc.  (engineering  investigations);  Professor
                                  Nominee for a term to    Emeritus  at Arizona  State  University,  since
                                  expire at the 2008       1997;   Professor  of  Engineering  at  Arizona
                                  annual meeting.          State  University,  prior  to  1997;  Director,
                                                           First   Financial  Fund,   Inc.,   since  2003;
                                                           Director,  Boulder Growth & Income Fund,  Inc.,
                                                           since 2006.
--------------------------------- ------------------------ ------------------------------------------------ -----------------
Interested Directors**
--------------------------------- ------------------------ ------------------------------------------------ -----------------

Susan L. Ciciora                  Director of the Fund     Trustee  of the  Brown  Trust and the EH Trust;         3
Age:  42                          since 2001.  Current     Director,  Horejsi Charitable Foundation,  Inc.
                                  nominee for a term to    (private  charitable  foundation),  since 1997;
                                  expire at the 2008       Director,  Boulder Growth & Income Fund,  Inc.,
                                  annual meeting.          since 2006;  Director,  First  Financial  Fund,
                                                           Inc., since 2003.

John S. Horejsi                   Director of the Fund     Director,    Horejsi   Charitable    Foundation         3
Age:  39                          since 2006.  Current     (private  charitable  foundation),  since 1997;
                                  nominee for a term to    Director,  Boulder Growth & Income Fund,  Inc.,
                                  expire at the 2008       since 2004;  Director,  First  Financial  Fund,
                                  annual meeting.          Inc., since 2006.




*    Unless otherwise  specified,  the Directors'  respective  addresses are c/o
     Boulder  Total Return Fund,  Inc.,  2344 Spruce  Street,  Suite A, Boulder,
     Colorado 80302.

**   Ms.  Ciciora and Mr. Horejsi are each  "interested  persons" as a result of
     the  extent of her  beneficial  ownership  of Fund  shares and by virtue of
     their indirect beneficial ownership of BIA and FAS.

+    Includes the Fund,  Boulder Growth & Income Fund,  Inc. and First Financial
     Fund, Inc.

----------------------------

         From the late 1980's until January, 2001, Mr. Looney 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 are  listed in the table
below.  Each  officer  was  elected to office by the Board at a meeting  held on
April 24, 2006. This table also shows certain additional  information.  Officers
are elected  annually  and each  officer will hold such office until a successor
has been elected by the Board.




------------------------------ -------------------------- ----------------------------------------------------------
                                  Position, Length of
Name, Address, Age             Term Served, and Term of     Principal Occupation(s) and Other Directorships held
                                        Office                           During the Past Five Years
------------------------------ -------------------------- ----------------------------------------------------------
                                                    
Stephen C. Miller              President of the Fund      President  of and General  Counsel  for BIA,  since 1999;
2344 Spruce Street,            since 1999 and Director    Manager,  Fund  Administrative   Services,  LLC  ("FAS"),
Suite A                        from 1999 through          since 1999;  Vice President of SIA, since 1999;  Director
Boulder, CO 80302              2004.  Appointed           and  President  of Boulder  Growth & Income  Fund,  Inc.,
Age:  54                       annually.                  since 2002  (resigned as Director in 2004);  Director and
                                                          President of First Financial Fund, Inc., since 2003 (resigned
                                                          as Director and Chairman in 2004); 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.

Carl D. Johns                  Chief Financial Officer,   Vice President and Treasurer of BIA and Assistant
2344 Spruce Street,            Chief Accounting           Manager of FAS, since 1999; Vice President, Chief
Suite A                        Officer, Vice President    Financial Officer and Chief Accounting Officer, Boulder
Boulder, CO 80302              and Treasurer since        Growth & Income Fund, Inc., since 2002 and First
Age: 44                        1999.  Appointed           Financial Fund, Inc., since 2003.
                               annually.

Stephanie J. Kelley            Secretary since 2000.      Secretary, Boulder Growth & Income Fund, Inc., since
2344 Spruce Street,            Appointed annually.        2002 and First Financial Fund, Inc., since 2003;
Suite A                                                   Assistant Secretary and Assistant Treasurer of various
Boulder, CO 80302                                         other entities affiliated with the Horejsi family;
Age:  50                                                  employee of FAS, since 1999.

Nicole L. Murphey              Assistant Secretary        Assistant Secretary, Boulder Growth & Income Fund, Inc.,
2344 Spruce Street,            since 2000.  Appointed     since 2002 and First Financial Fund, Inc., since 2003;
Suite A                        annually.                  employee of FAS, since 1999.
Boulder, CO 80302
Age:  30




     Set forth in the following table are the nominees for election to the Board
together with the dollar range of equity securities  beneficially  owned by each
Director as of the Record  Date,  as well as the  aggregate  dollar range of the
Fund's  equity  securities  in all  funds  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
---------------------------------------------------------------------------------------------------------
 Independent 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
-------------------------------------- -------------------------------- ---------------------------------
                                                                        
           Richard I. Barr                      Over $100,000                    Over $100,000
           Joel W. Looney                       Over $100,000                    Over $100,000
          Dean L. Jacobson                   $10,001 to $50,000               $50,001 to $100,000
-------------------------------------- -------------------------------- ---------------------------------
  Interested Directors and Nominees
-------------------------------------- -------------------------------- ---------------------------------

          Susan L. Ciciora                     Over $100,000+                    Over $100,000
           John S. Horejsi                     Over $100,000+                    Over $100,000


+ 3,413,138,  343,748 and 1,434,515 Shares of the Fund are held by the EH Trust,
EALLC and the Lola Trust, respectively. Accordingly, Ms. Ciciora and Mr. Horejsi
may be deemed to have indirect beneficial  ownership of such Shares. Ms. Ciciora
and Mr.  Horejsi  each  disclaim  all such  beneficial  ownership.  Ms.  Ciciora
directly  owns 6,267 shares of the Fund.  Mr.  Horejsi does not directly own any
shares of the Fund.


---------------------------

     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 AND OFFICER  COMPENSATION.  The following table sets forth certain
information  regarding the  compensation of the Fund's  Directors for the fiscal
year ended November 30, 2006. 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.  Non-interested  Directors receive
reimbursement for travel and other out of pocket expenses incurred in connection
with Board meetings.



                                              Aggregate
                                             Compensation
Name of Person and Position with the        from the Fund       Total Compensation from
Fund                                           Paid to         the Fund and Fund Complex
                                              Directors            Paid to Directors
----------------------------------------- ------------------- ----------------------------
                                                                 
Richard I. Barr, Director and Chairman
of the Board                                   $31,500                  $84,000
                                                                       (3 funds)

Joel W. Looney, Director                       $30,500                  $97,000
                                                                       (3 funds)

Dr. Dean Jacobson, Director                    $27,500                  $71,826
                                                                       (3 funds)

Susan L. Ciciora, Director                        $0                      $0

John S. Horejsi, Director                         $0                      $0



     Each  Director of the Fund who was not a  Director,  officer or employee of
one of the Advisers,  or any of their  affiliates,  receives a fee of $8,000 per
annum plus  $4,000  for each in person  meeting,  $500 for each Audit  Committee
meeting and $500 for each  telephonic  meeting of the Board.  In  addition,  the
Chairman of the Board and the Chairman of the Audit  Committee  receives  $1,000
per meeting.  Each non-interested  Director of the Fund is reimbursed for travel
and  out-of-pocket  expenses  associated  with  attending  Board  and  Committee
meetings.  The Board held eight  meetings  (four of which were held by telephone
conference  call) during the fiscal year ended November 30, 2006.  Each Director
currently  serving in such capacity for the entire fiscal year attended at least
75% of the  meetings of  Directors  and any  Committee  of which he is a member.
Directors  currently  serving  and who served  less than the entire  fiscal year
attended at least 75% of such  meetings  held during their tenure as a Director.
The aggregate  remuneration paid to the Directors of the Fund for acting as such
during the fiscal year ended November 30, 2006 amounted to $102,249.17.


                      COMMITTEES OF THE BOARD OF DIRECTORS

     AUDIT  COMMITTEE;  REPORT  OF AUDIT  COMMITTEE.  The  purpose  of the Audit
Committee is to assist Board oversight of the integrity of the Fund's  financial
statements,  the Fund's compliance with legal and regulatory  requirements,  the
independent auditor's qualifications and independence and the performance of the
Fund's independent  auditors.  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 23, 2002 and most
recently  amended the Charter on January 23, 2004. A copy of the Audit Committee
Charter is attached as Exhibit A.

     The  Audit  Committee  is  composed  entirely  of  the  Fund's  independent
Directors,  consisting  of  Messrs.  Barr,  Jacobson  and  Looney.  The Board of
Directors  has  determined  that Joel Looney  qualifies  as an "audit  committee
financial  expert," as defined under the  Securities  and Exchange  Commission's
Regulation  S-K,  Item  401(h).  The  Audit  Committee  is  in  compliance  with
applicable  rules  of  the  listing   requirements  for  closed-end  fund  audit
committees, including the requirement that all members of the audit committee be
"financially  literate" and that at least one member of the audit committee have
"accounting  or related  financial  management  expertise," as determined by the
Board.  The Audit  Committee is required to conduct its operations in accordance
with applicable  requirements of the  Sarbanes-Oxley  Act and the Public Company
Accounting  Oversight  Board, and the members of the Audit Committee are subject
to the fiduciary duty to exercise  reasonable care in carrying out their duties.
Each member of the Audit  Committee is  independent,  as that term is defined by
the NYSE  Listing  Standards.  The Audit  Committee  met three times  during the
fiscal year ended November 30, 2006.


     In  connection  with the  audited  financial  statements  as of and for the
period ended  November 30, 2006,  included in the Fund's  Annual  Report for the
period  ended  November  30, 2006 (the  "Annual  Report"),  at meetings  held on
January 17,  2007 and  January 26,  2007,  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 Audit Committee discussed with
the independent  accountants the accounting  principles  applied by the Fund and
such  other  matters  brought to the  attention  of the Audit  Committee  by the
independent  accountants  required by  Statement of Auditing  Standards  No. 61,
Communications With Audit Committees, as currently modified or supplemented.

     The members of the Audit  Committee are not  professionally  engaged in the
practice  of  auditing  or  accounting  and are not  employed by the Fund in any
accounting,  financial  management or internal control capacity.  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  that the  audited  financial
statements be included in the Fund's Annual Report and be mailed to stockholders
and filed with the SEC.

     Submitted by the Audit Committee of the Fund's Board of Directors:

                  Richard I. Barr
                  Dean L. Jacobson
                  Joel W. Looney

     NOMINATING  COMMITTEE.  The Board of Directors  has a nominating  committee
(the "Nominating  Committee") consisting of Messrs. Looney,  Jacobson, and Barr,
which is responsible for considering candidates for election to the Board in the
event a position is vacated or created.  Each member of the Nominating Committee
is  independent,  as that term is defined  by the NYSE  Listing  Standards.  The
Nominating Committee met once during the fiscal year ended November 30, 2006. On
October 13, 2006, Dennis Causier of Mallorca,  Spain,  submitted his resignation
as a director  of the Fund.  The  remaining  Directors  accepted  Mr.  Causier's
resignation  and, at the subsequent  regularly  scheduled  Board meeting held on
October 23, 2006,  nominated John S. Horejsi as Mr. Causier's  replacement.  The
Nominating  Committee noted that Mr. Horejsi was the son of Stewart Horejsi, the
Fund's  portfolio  manager and an agent and  beneficiary  of the Fund's  largest
stockholder  (the EH Trust defined  above).  Accordingly,  Mr.  Horejsi would be
considered an interested  Director of the Fund. At this meeting,  the Nominating
Committee  considered the  qualifications and determined the suitability of John
S. Horejsi to be Director and resolved to recommend Mr. Horejsi to  stockholders
for election at the 2007 Annual  Meeting.  The Board of Directors  has adopted a
charter for the Nominating  Committee  that is available on the Fund's  website,
www.boulderfunds.net.


     The Nominating  Committee  does not have a formal  process for  identifying
candidates. The Nominating Committee takes into consideration such factors as it
deems  appropriate  when  nominating  candidates.   These  factors  may  include
judgment,  skill,  diversity,  experience  with  investment  companies and other
organizations  of comparable  purpose,  complexity,  size and subject to similar
legal  restrictions and oversight,  the interplay of the candidate's  experience
with  the  experience  of other  Board  members,  and the  extent  to which  the
candidate would be a desirable addition to the Board and any committees thereof.
The  Nominating  Committee  will consider all  qualified  candidates in the same
manner.  The  Nominating  Committee may modify its policies and  procedures  for
director  nominees  and  recommendations  in  response  to changes in the Fund's
circumstances, and as applicable legal or listing standards change.

     The Nominating Committee would consider director candidates  recommended by
stockholders  (if a vacancy  were to exist) and  submitted  in  accordance  with
applicable  law and  procedures  as  described  in  this  Proxy  Statement  (see
"Submission of Stockholder  Proposals" below).  Such  recommendations  should be
forwarded to the Secretary of the Fund.

     The Fund does not have a compensation committee.


                           OTHER BOARD-RELATED MATTERS

     Stockholders who wish to send  communications to the Board should send them
to the  address  of  the  Fund  and to the  attention  of the  Board.  All  such
communications will be directed to the Board's attention.

     The Fund does not have a formal policy regarding Board member attendance at
the Annual Meeting of Stockholders;  however,  all of the Directors of the Fund,
who were  Directors at the time,  attended the April 24, 2006 Annual  Meeting of
Stockholders.

     Vote  Required.  The  election of Messrs.  Looney,  Jacobson and Horejsi as
Directors  of the Fund will require the  affirmative  vote of a plurality of the
votes cast by holders of the Common  Stock at the  Meeting in person or by proxy
on Proposal 1. The election of Mr. Barr and Ms. Ciciora as Directors of the Fund
will  require  the  affirmative  vote of a  plurality  of the votes  cast by the
holders of the AMPS at the Meeting in person or by proxy on Proposal 1.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE ELECTION OF ALL THE NOMINEES.


                       SUBMISSION OF STOCKHOLDER PROPOSALS

     Notice is hereby given that for a stockholder proposal to be considered for
inclusion in the Fund's proxy  material  relating to its 2008 annual  meeting of
stockholders,  the  stockholder  proposal  must be received by the Fund no later
than November 14, 2007.  Any such proposal shall set forth as to each matter the
stockholder  proposes to bring before the meeting (i) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting,  (ii) the name and address,  as they appear on the
Fund's books,  of the stockholder  proposing such business,  (iii) the class and
number of shares of the capital stock of the Fund which are  beneficially  owned
by the  stockholder,  and (iv) any material  interest of the stockholder in such
business.   Stockholder   proposals,   including  any  accompanying   supporting
statement, may not exceed 500 words. A stockholder 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 stockholder 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 stockholders,
and a  stockholder  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.

     Pursuant to the Fund's By-laws,  at any annual meeting of the stockholders,
only  business  that  has been  properly  brought  before  the  meeting  will be
conducted.  To be properly brought before the annual meeting,  the business must
be (i)  specified in the notice of meeting,  (ii) by or at the  direction of the
Board of Directors,  or (iii) otherwise properly brought before the meeting by a
stockholder.  For business to be properly brought before the annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the  Secretary  of the  Fund.  To be  timely,  a  stockholder's  notice  must be
delivered to the Secretary at 2344 Spruce  Street,  Suite A,  Boulder,  Colorado
80302 no later  than 5:00  p.m.,  Mountain  Time,  on the 120th day prior to the
first  anniversary of the date of mailing of the notice for the preceding year's
annual  meeting.  However,  if the date of the  annual  meeting is  advanced  or
delayed  by more  than 30 days  from the  first  anniversary  of the date of the
preceding year's annual meeting,  for notice by the stockholder to be timely, it
must be delivered not later than 5:00 p.m.,  Mountain  Time, on the later of the
120th day prior to the date of such  annual  meeting or the tenth day  following
the day on which public  announcement of the date of such meeting is first made.
The public  announcement  of a postponement  or adjournment of an annual meeting
shall not commence a new time period for the giving of a stockholder's notice as
described above.


     Pursuant to the Fund's By-laws,  such stockholder's  notice shall set forth
(i) as to each individual whom the stockholder proposes to nominate for election
or reelection as a director,  (A) the name, age,  business address and residence
address of such  individual,  (B) the class,  series and number of any shares of
stock of the Fund that are beneficially  owned by such individual,  (C) the date
such shares were acquired and the  investment  intent of such  acquisition,  (D)
whether  such  stockholder  believes  any  such  individual  is,  or is not,  an
"interested  person" of the Fund,  as  defined  in the 1940 Act and  information
regarding such individual that is sufficient,  in the discretion of the Board of
Directors or any  committee  thereof or any  authorized  officer of the Fund, to
make  such  determination  and  (E)  all  other  information  relating  to  such
individual  that is required to be  disclosed  in  solicitations  of proxies for
election of directors in an election contest (even if an election contest is not
involved), or is otherwise required, in each case pursuant to Regulation 14A (or
any  successor  provision)  under  the  Exchange  Act and the  rules  thereunder
(including  such  individual's  written  consent  to being  named  in the  proxy
statement as a nominee and to serving as a director if elected);  (ii) as to any
other  business  that the  stockholder  proposes to bring before the meeting,  a
description  of such  business,  the reasons for proposing  such business at the
meeting and any material  interest in such business of such  stockholder and any
Stockholder  Associated  Person  (as  defined  below),  individually  or in  the
aggregate,  including  any  anticipated  benefit  to  the  stockholder  and  the
Stockholder Associated Person therefrom;  (iii) as to the stockholder giving the
notice and any Stockholder  Associated Person,  the class,  series and number of
all shares of stock of the Fund which are owned by such  stockholder and by such
Stockholder  Associated  Person,  if any, and the nominee holder for, and number
of, shares owned  beneficially  but not of record by such stockholder and by any
such Stockholder Associated Person; (iv) as to the stockholder giving the notice
and any  Stockholder  Associated  Person  covered by the  immediately  preceding
clauses (ii) or (iii), the name and address of such stockholder,  as they appear
on the Fund's stock ledger and current name and address,  if  different,  and of
such  Stockholder  Associated  Person;  and  (v)  to  the  extent  known  by the
stockholder  giving the notice,  the name and  address of any other  stockholder
supporting  the nominee for election or reelection as a director or the proposal
of  other  business  on the  date of  such  stockholder's  notice.  "Stockholder
Associated  Person" of any  stockholder  shall mean (i) any person  controlling,
directly or indirectly,  or acting in concert with, such  stockholder,  (ii) any
beneficial  owner of shares of stock of the Fund owned of record or beneficially
by such  stockholder  and (iii) any person  controlling,  controlled by or under
common control with such Stockholder Associated Person.


                             ADDITIONAL INFORMATION

     INDEPENDENT  ACCOUNTANTS.  The Audit Committee of the Board,  consisting of
those Directors who are not  "interested  persons" (as defined in the 1940 Act),
will select the Fund's independent accountants for the Fund's fiscal year ending
November 30, 2007 at the Board's  regular  quarterly  meeting in August 2007. At
its regularly scheduled Board meeting held on July 24, 2006, the Audit Committee
selected,  and the Board  ratified,  the  selection  of  Deloitte  & Touche  LLP
("Deloitte") of Denver,  Colorado as the Fund's  independent  registered  public
accounting  firm to  replace  KPMG LLP  ("KPMG").  KPMG  served  as  independent
accountants for the Fund from 2002 through November 30, 2005.  KPMG's reports on
the  financial  statements  for  the  two  years  immediately   preceding  their
termination  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 KPMG's termination, there were
no disagreements with such accountants on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure.

     Deloitte  served as  independent  accountants  for the Fund's  fiscal  year
ending  November 30, 2006. A  representative  of Deloitte 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.

     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,  2005 and from  Deloitte  for the Fund's  fiscal year ended
November 30, 2006.



              Fiscal Year Ended        Audit Fees       Audit-Related Fees       Tax Fees*          All Other Fees
              -----------------        ----------       ------------------       ---------          --------------

                                                                                          
                  11/30/2005             $25,250                $0                 $6,000             $34,800+

                  11/30/2006             $25,500                $0                 $6,250                $0


*    "Tax  Fees" are those  fees  billed  to each  Fund by KPMG or  Deloitte  in
     connection with tax consulting services,  including primarily the review of
     the Fund's income tax returns.

+    This fee  pertains to those fees  billed to the Fund by KPMG in  connection
     with their agreed-upon procedures reports under the terms of the AMPS. Such
     reports are  required by Moody's  Investors  Services,  Inc. and Standard &
     Poor's in connection with maintaining public ratings for the AMPS.


     The Audit Committee  Charter requires that the Audit Committee  pre-approve
all audit and non-audit services to be provided by the auditors to the Fund, and
all non-audit  services to be provided by the auditors to the Fund's  investment
adviser and any service  providers  controlling,  controlled  by or under common
control with the Funds' investment adviser  ("affiliates") that provide on-going
services to each Fund, if the engagement  relates directly to the operations and
financial reporting of each Fund, or to establish detailed pre-approval policies
and procedures for such services in accordance with applicable  laws. All of the
audit,  audit-related and tax services described above for which KPMG billed the
Fund fees for the fiscal year ended  November  30,  2005 and for which  Deloitte
billed  the  Fund  fees  for the  fiscal  year  ended  November  30,  2006  were
pre-approved by the Audit Committee.

     Deloitte has informed the Fund that it has no direct or indirect  financial
interest  in the Fund.  For the Fund's  fiscal  year ended  November  30,  2006,
Deloitte  did not  provide  any  non-audit  services  or bill  any fees for such
services to the Funds' investment adviser or any affiliates thereof that provide
services to the Fund. The Horejsi  Affiliates had engaged KPMG from time to time
in the past to provide various accounting,  auditing and consulting services and
currently  engages  KPMG on an as-needed  basis as a consultant  with respect to
ongoing tax related  issues.  For the twelve months ended November 30, 2005, the
Horejsi  Affiliates  paid $0 to KPMG for their  services.  For the twelve months
ended  November 30, 2006, the Horejsi  Affiliates  paid $0 to Deloitte for their
services. The Audit Committee has considered and concluded that the provision of
non-audit services is compatible with maintaining the auditors' independence.

     SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING  COMPLIANCE.  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%  stockholders  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.  An uninstructed proxy for 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 is a broker
"non-vote". Proxies that reflect abstentions or broker non-votes will be counted
as shares that are present  and  entitled to vote on the matter for  purposes of
determining the presence of a quorum. Abstentions and broker non-votes will have
no effect on the result of the vote in the  election of directors in Proposal 1.
Abstentions  and broker  non-votes  will have the same  effect as votes  against
Proposal 2 and 3.

                    OTHER MATTERS TO COME BEFORE THE MEETING

     The Fund does not intend to present any other business at the Meeting,  nor
is it aware  that any  stockholder  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
discretion.



--------------------------------------------------------------------------------
STOCKHOLDERS ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD OR
AUTHORIZE  PROXIES  VIA  TELEPHONE  OR THE  INTERNET.  THE PROXY CARD  SHOULD BE
RETURNED  IN THE  ENCLOSED  ENVELOPE,  WHICH  NEEDS NO  POSTAGE IF MAILED IN THE
UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON
THE INSIDE COVER.
--------------------------------------------------------------------------------






                                    EXHIBIT A

     1. The Audit Committee shall be composed  entirely of directors who are not
"interested  persons" of the Fund within the meaning of the  Investment  Company
Act of 1940 ("independent directors") and who are free of any other relationship
that,  in the  opinion of the Board of  Directors,  would  interfere  with their
exercise of  independent  judgment as  Committee  members.  The Audit  Committee
Chairman shall be selected by the members of the Committee.  The Audit Committee
shall have at least three members,  all of whom shall be  financially  literate.
The  Chairman  of the  Committee  must  have  accounting  or  related  financial
management expertise, as determined by the Board in its judgment.

At least annually,  the Board of Directors  shall determine  whether one or more
"audit committee  financial  experts," as such term is defined by the Securities
and  Exchange  Commission,  are  members of the  Committee  and whether any such
expert is  "independent."  For  purposes of this  finding  only,  in order to be
considered  "independent,"  any such  expert  may not,  other than in his or her
capacity as a member of the Committee,  the Board or any other Board  committee,
accept directly or indirectly any consulting, advisory or other compensatory fee
from the Fund (other than Board or committee  fees). The designation of a person
as an audit committee  financial  expert ("ACFE") shall not impose any liability
greater  than the  liability  imposed  on such  person  as a member of the Audit
Committee or the Board of Directors in the absence of such designation.

     2. The purposes of the Audit Committee are:

     (a)  to assist Board oversight of

          1.   the integrity of the Fund's financial statements

          2.   the Fund's compliance with legal and regulatory requirements

          3.   the independent auditor's qualifications and independence

          4.   the performance of the Fund's independent auditors

     (b)  to  prepare an audit  committee  report if  required  by the SEC to be
          included in the Fund's annual proxy statement;

     (c)  to oversee the Fund's accounting and financial  reporting policies and
          practices,  its internal  controls and, as  appropriate,  the internal
          controls of certain service providers;

     (d)  to  oversee  the  quality  and  objectivity  of the  Fund's  financial
          statements and the independent audit thereof;

     (e)  to determine the selection, appointment,  retention and termination of
          the Fund's independent auditors, as well as approving the compensation
          of the auditors;

     (f)  to pre-approve all audit and non-audit  services  provided to the Fund
          and certain other persons (as described in 4(d) and (e) below) by such
          independent auditors; and

     (g)  to act as a liaison  between the Fund's  independent  auditors and the
          full Board of Directors.

     The Fund's independent auditors shall report directly to the Committee.

     The  function of the  Committee  is  oversight.  The Fund's  management  is
responsible for (i) the  preparation,  presentation  and integrity of the Fund's
financial  statements,  (ii)  the  maintenance  of  appropriate  accounting  and
financial  reporting  principles  and  policies  and  (iii) the  maintenance  of
internal  controls and procedures  designed to assure compliance with accounting
standards and applicable laws and regulations.  The auditors are responsible for
planning and carrying out proper audits and reviews in accordance with generally
accepted auditing standards. In fulfilling their responsibilities  hereunder, it
is recognized  that members of the Committee are not full time  employees of the
Fund and are not, and do not represent themselves to be, accountants or auditors
by   profession   or  experts  in  the  fields  of   accounting   or   auditing,
notwithstanding  the  possibility  that one or more members may be designated an
ACFE.  As such,  it is not the duty or  responsibility  of the  Committee or its
members to conduct "field work" or other types of auditing or accounting reviews
or procedures. Each member of the Committee shall be entitled to rely on (i) the
integrity of those  persons and  organizations  within and outside the Fund from
which it receives  information,  (ii) the  accuracy of the  financial  and other
information,  including,  for example, the information contemplated by paragraph
4(b), provided to the Committee by such persons and organizations  absent actual
knowledge to the contrary (which shall be promptly reported to the Fund's Board)
and (iii)  statements made by the officers and employees of the Fund, the Fund's
adviser or other third parties as to any information technology,  internal audit
and other non-audit  services provided by the independent  auditors to the Fund.
In addition,  the evaluation of the Fund's financial statements by the Committee
is not of the same  scope as,  and does not  involve  the  extent of detail  as,
audits performed by the auditors, nor does the Committee's evaluation substitute
for the responsibilities of the Fund's management for preparing, or the auditors
for auditing,  the financial statements.  The designation of a person as an ACFE
is not intended to impose any greater responsibility or liability on that person
than the  responsibility  and liability  imposed on such a person as a member of
the  Committee,  nor does it decrease  the duties and  obligations  of the other
Committee members or the Board.


The Committee  shall have the  appropriate  resources and authority to discharge
its  responsibilities,  including  the authority to retain  special  counsel and
other experts or  consultants  at the expense of the Fund.  The Committee  shall
also have the authority to seek  information,  data and services from management
in order to carry out its responsibilities.

     3.  With  respect  to any  subsequent  changes  to the  composition  of the
Committee,  and otherwise  approximately  once each year, the Board of Directors
shall determine:

     (a)  that each member of the Audit Committee is  "independent"  pursuant to
          the NYSE's governance standards or applicable law or;

     (b)  that each Audit Committee member is financially literate;

     (c)  that at least one of the Committee  members has  accounting or related
          financial management expertise; and

     (d)  the adequacy of the Charter.

     4. To carry out its purposes,  the Audit Committee shall have the following
duties and powers:

     (a)  to  select,  retain,  determine  the  compensation  of,  or  terminate
          auditors  and to oversee the work of the Fund's  independent  auditors
          (or any other  public  accounting  firm  engaged  for the  purpose  of
          performing other audit,  review or attestation  services for the Fund)
          and, in  connection  therewith,  to evaluate the  independence  of the
          auditors,  including  whether  the  auditors  provide  any  consulting
          services to any service provider, to resolve any disagreements between
          management and the Fund's  independent  auditors  regarding  financial
          reporting,  to receive the auditors'  specific  representations  as to
          their independence at least annually and to recommend the retention of
          such auditors to the independent  directors for their ratification and
          approval;

     (b)  to meet with the Fund's independent auditors, including meetings apart
          from  management,  as necessary (i) to review the arrangements for and
          scope of the  annual  audit and any  special  audits;  (ii) to discuss
          critical  accounting  policies and  practices to be used in the annual
          audit and all alternative  treatments of financial  information within
          generally accepted accounting principles that have been discussed with
          management,   the   ramifications  of  the  use  of  such  alternative
          treatments,  and the  treatments  preferred by the  auditor;  (iii) to
          discuss any  matters of  importance  relating to the Fund's  financial
          statements,  including any adjustments to such statements  recommended
          by the auditors,  or other results of said audit(s);  (iv) to consider
          the  auditors'   comments  with  respect  to  the   acceptability  and
          appropriateness of the Fund's financial reporting policies, procedures
          and internal accounting controls,  and management's responses thereto;
          (v) to review the form of opinion  the  auditors  propose to render to
          the Board and  shareholders;  (vi) to  review  copies of any  material
          written communication between the auditor and management,  such as any
          management  letter or schedule  of  unadjusted  differences;  (vii) to
          review the adequacy and  effectiveness of relevant  internal  controls
          and  procedures  and  the  quality  of the  staff  implementing  those
          controls  and  procedures  and to obtain  annually in writing from the
          independent  auditors their letter as to the adequacy of such controls
          as  required  by  Form  N-SAR;  (viii)  to  receive  periodic  reports
          concerning  regulatory changes and new accounting  pronouncements that
          significantly  affect the value of the Fund's assets and its financial
          reporting;  (ix) to discuss  any audit  problems or  difficulties  and
          management's response,  including any restrictions on the scope of the
          auditor's  activities or on access to requested  information,  and any
          significant   disagreements  with  management;   and  (x)  to  receive
          disclosure  from the auditor  regarding  all services  provided by the
          auditor  to  the  Fund,  including  the  fees  associated  with  those
          services,  at least annually,  and if the annual  communication is not
          made within 90 days before the filing of the Fund's annual report,  to
          receive an  update,  in the 90 day period  before the  filing,  of any
          changes to the previously reported information.


     (c)  to  consider  the effect  upon the Fund of any  changes in  accounting
          principles or practices proposed by management or the auditors, and to
          consider,  in consultation with management and the Fund's  independent
          auditors,  any  significant  changes  to  the  Fund's  tax  accounting
          policies,  including  those  pertaining  to  its  qualification  as  a
          regulated investment company under the Internal Revenue Code;

     (d)  to review  and  pre-approve  all  auditing  services  and  permissible
          non-audit  services (e.g., tax services) to be provided to the Fund by
          the auditor,  including the fees therefore. The Committee may delegate
          to one or more of its members the authority to grant pre-approvals. In
          connection  with  such  delegation,   the  Committee  shall  establish
          pre-approval  policies and procedures,  including the requirement that
          the decisions of any member to whom authority is delegated  under this
          sub-section  (d) shall be presented  to the full  Committee at each of
          its scheduled meetings.

          Pre-approval for a permitted  non-audit  service shall not be required
          if: (1) the  aggregate  amount of all such  non-audit  services is not
          more than 5% of the total  revenues paid by the Fund to the auditor in
          the fiscal year in which the non-audit services are provided; (2) such
          services were not recognized by the Fund at the time of the engagement
          to be non-audit  services;  and (3) such services are promptly brought
          to the attention of the Committee and approved prior to the completion
          of the  audit  by the  Committee  or by one  or  more  members  of the
          Committee to whom authority to grant such approvals has been delegated
          by the Committee.

          Additionally,   the   Committee   shall   pre-approve   the  auditor's
          engagements for non-audit services with the Fund's investment advisers
          (each, an "Adviser") and any service providers controlling, controlled
          by or under common control with an Adviser ("affiliate") that provides
          ongoing  services  to  the  Fund  in  accordance  with  the  foregoing
          paragraph,  if the engagement  relates  directly to the operations and
          financial  reporting of the Fund,  unless the aggregate  amount of all
          services  provided  constitutes no more than 5% of the total amount of
          revenues paid to the auditor by the Fund, an Adviser and any affiliate
          of the Adviser that provides  ongoing  services to the Fund during the
          fiscal year in which the services  are provided  that would have to be
          pre-approved  by the  Committee  pursuant to this  paragraph  (without
          regard to this exception).

          Prohibited  Services - The auditor  may not perform  contemporaneously
          any of the following  non-audit services for the Fund:  bookkeeping or
          other  services  related  to  the  accounting   records  or  financial
          statements  of the Fund;  financial  information  systems  design  and
          implementation; appraisal or valuation services, fairness opinions, or
          contribution-in-kind   reports;  actuarial  services;  internal  audit
          outsourcing services;  management functions or human resources; broker
          or dealer,  investment adviser, or investment banking services;  legal
          services and expert  services  unrelated  to the audit;  and any other
          service that the Public Company Accounting Oversight Board determines,
          by regulation, is impermissible.

     (e)  to consider  whether the provision by the Fund's  auditor of non-audit
          services to its investment  adviser or adviser affiliate that provides
          ongoing  services to the Fund, which services were not pre-approved by
          the Audit  Committee,  is compatible  with  maintaining  the auditor's
          independence;

     (f)  to investigate any  improprieties  or suspected  improprieties in fund
          operations and to establish procedures for the receipt, retention, and
          treatment  of  complaints   received  by  the  Fund  with  respect  to
          accounting,  internal accounting controls, or auditing matters and the
          confidential  anonymous  submission  by  employees of the Fund and its
          service  providers of concerns  regarding  questionable  accounting or
          auditing matters;

     (g)  to review the findings made in any regulatory examinations of the Fund
          and consult with management on appropriate responses;


     (h)  to review any material  violations  of the Code of Ethics for the Fund
          and its Advisers and report the Committee's findings to the full Board
          with recommendations for appropriate action;

     (i)  to review with the Fund's principal executive officer and/or principal
          financial officer in connection with their certification of Form N-CSR
          any  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the Fund's ability to record,
          process,  summarize and report  financial data or material  weaknesses
          therein and any reported  evidence of fraud  involving  management  of
          other  employees  who have a significant  role in the Fund's  internal
          controls;

     (j)  to discuss with  management  policies and  guidelines  with respect to
          risk  assessment  and  risk  management  and the  system  of  internal
          control, and the steps taken to monitor and control such risks;

     (k)  to meet  periodically  with Fund  management,  apart  from the  Fund's
          independent auditors;

     (l)  to discuss the types of  information to be disclosed in press releases
          concerning  dividends,  as well as financial  information  provided to
          analysts and rating agencies, and the type of presentation to be made;

     (m)  to establish  hiring policies for employees or former employees of the
          auditor consistent with government regulations;

     (n)  at least  annually,  to  obtain  and  review a  report  by the  Fund's
          independent auditors describing: (1) the audit firm's internal quality
          control procedures;  (2) any material issues raised by the most recent
          internal  quality control review,  or peer review,  of the firm, or by
          any  inquiry  or   investigation   by   governmental  or  professional
          authorities,  within the preceding five years,  respecting one or more
          independent  audits carried out by the audit firm, and any steps taken
          to deal with any such issues; and (3) for the purpose of assessing the
          auditor's  independence,  all  relationships  between the  independent
          auditors and the Fund;

     (o)  to  review  and   evaluate   the   qualifications,   performance   and
          independence of the lead partner of the auditors;

     (p)  to assure  the  regular  rotation  of the lead audit  partner  and the
          reviewing  partner,  and to consider  whether  there should be regular
          rotation of the audit firm itself;

     (q)  to review and discuss  the Fund's  audited  and  unaudited  financials
          statements with  management and, in the case of the audited  financial
          statements,  the independent auditor,  including the Fund's disclosure
          of management's  discussion of Fund  performance,  and to recommend to
          the  Board,  as  appropriate,  the  inclusion  of the  Fund's  audited
          financial statements in the Fund's annual report;

     (r)  to cause the preparation of any report or other  disclosures  required
          by the  New  York  Stock  Exchange  or  the  Securities  and  Exchange
          Commission;

     (s)  to oversee the Fund's  compliance  with 1940 Act asset  coverage tests
          and coverage tests under applicable  rating agency  guidelines and the
          Fund's Articles Supplementary, as amended or supplemented from time to
          time; and

     (t)  to report  regularly  to the full  Board any  issues  that  arise with
          respect  to: (1) the  quality  or  integrity  of the Fund's  financial
          statements,  (2)  the  Fund's  compliance  with  legal  or  regulatory
          requirements  and (3) the performance  and  independence of the Fund's
          independent auditors, and to make such recommendations with respect to
          the above and other  matters as the  Committee  may deem  necessary or
          appropriate.

     5. The Fund's independent auditors are ultimately  accountable to the Audit
Committee,  as representatives of the Board of Directors and the shareholders of
the Fund, and the Audit Committee has the ultimate  authority and responsibility
to select, evaluate and, where appropriate, replace the independent auditors (as
well as to nominate  the  independent  auditors to be proposed  for  shareholder
approval, if necessary), subject to ratification and approval of the independent
directors of the Fund.  The  Committee  will ensure that the Fund's  independent
auditors  submit to the Audit  Committee,  on a periodic basis, a formal written
statement delineating all relationships between the independent auditors and the
Fund and its service providers. The Committee will actively engage in a dialogue
with the Fund's independent auditors with respect to any disclosed relationships
or services that may impact the objectivity and  independence of the independent
auditors, and will consider recommending that appropriate action be taken by the
Board of Directors to ensure the independence of the independent auditors.


     6. The Committee  shall meet at least twice  annually,  which shall include
separate  executive  sessions  as the  Committee  may deem  appropriate,  and is
empowered to hold special meetings as circumstances require. The Committee shall
submit the minutes of all of its meetings  to, or discuss the matters  discussed
at each meeting with, the Board of Directors.

     7. The Committee  shall  regularly  meet with the Treasurer of the Fund and
with internal auditors,  if any, for the Fund's Advisers and/or administrator to
review  and   discuss   matters   relevant   to  the   Committee's   duties  and
responsibilities.

     8.  The  Committee   shall  be  responsible   for  reviewing  any  required
description of the Committee in the Fund's annual reports or proxy statements.

     9. The Committee will  periodically  assess the independence of its members
and will evaluate its performance under the Charter annually.

     10. Qualified Legal Compliance Committee.  The Committee will also serve as
the Qualified Legal Compliance Committee.  The following procedures are designed
to implement the Standards of Professional Conduct for Attorneys pursuant to the
Sarbanes-Oxley Act of 2002.

     (a)  Provision of Information to Outside Counsel and Service Providers.  To
          assist  attorneys  employed  by law  firms  retained  by the  Funds or
          service providers engaged by the Funds, the chief executive officer of
          each  Fund  (the  "CEO")  must send a notice to each such law firm and
          service provider  providing  contact  information with respect to each
          Fund's Legal  Compliance  Committee  Chairperson.  The CEO must send a
          similar  notice  to each  law  firm  and  service  provider  when  the
          information  provided in the most recent  notice sent to such law firm
          or service provider has changed.

     (b)  Investigations and Responses. Upon receiving a report of evidence of a
          material  violation from an attorney employed by a law firm or service
          provider,  the CEO shall (i)  record  receipt  of the  report and (ii)
          report the matter  promptly  to the Legal  Compliance  Committee  (the
          "Committee").  Upon  receiving  a report  of  evidence  of a  material
          violation from an attorney  employed by a law firm or service provider
          or from the CEO,  the  Committee  shall  (i)  record  the  Committee's
          receipt of the report, (ii) inform the Fund's CEO of the report (other
          than  those  received  from  the  and  (iii)   determine   whether  an
          investigation of a material violation is necessary or appropriate.  In
          determining whether an investigation is necessary or appropriate,  the
          Committee  shall  consider  such factors as it  considers  appropriate
          under  the  circumstances,  which may  include  the  seniority  of the
          alleged  wrongdoer,  the seriousness of the alleged  violation and the
          credibility of the  allegation.  If the Committee  determines  that an
          investigation  is necessary,  the Committee must (A) notify the Fund's
          Audit   Committee  or  the  Board  of   Directors,   (B)  initiate  an
          investigation  and (C) retain  additional expert personnel as it deems
          necessary. The Committee shall have the discretion to engage auditors,
          counsel or other experts to assist in the  investigation of any report
          and in the analysis of results.

     (c)  Investigations. If the Committee deems it necessary, the Committee may
          direct outside counsel to conduct a preliminary internal investigation
          to determine whether the reported material violation has occurred,  is
          ongoing or is about to occur.  The Committee  may direct  employees of
          the Funds' investment  advisers or administrators or any officer(s) of
          the Funds to assist outside counsel.  If Fund counsel is the reporting
          counsel,  Fund  counsel  nonetheless  may be engaged  to  conduct  the
          preliminary internal  investigation.  If Fund counsel is the reporting
          counsel,  Fund  counsel may decline to lead the  preliminary  internal
          investigation and may recommend that the Fund seek alternative counsel
          for purposes of conducting such  investigation.  Any investigation may
          be conducted by the relevant Fund's CEO or chief legal officer (or the
          equivalent  thereof) if such officer is not the reporting attorney and
          is not the subject of the alleged violation described in the report.

     (d)  Responses.  At the conclusion of any investigation,  the Committee, by
          majority  vote,  shall  recommend  that the relevant Fund implement an
          appropriate  response  to  evidence  of  a  material  violation.  What
          constitutes  an  appropriate  response  will  depend  on  whether  the
          Committee  determines,  on the basis of the  facts and  circumstances,
          that a  material  violation  has  occurred,  is ongoing or is about to
          occur.


          Unless the Committee  reasonably  believes that no material  violation
          has occurred,  is ongoing or is about to occur,  the  Committee  shall
          take all  reasonable  steps to cause the Funds to adopt an appropriate
          response.  If the preliminary  internal  investigation is performed by
          outside  counsel,  such counsel may recommend a proposed  response for
          adoption by the Committee.

     (e)  Determination:  No Violation.  The  Committee  may  determine  that no
          material violation has occurred, is ongoing or is about to occur. That
          determination must be made on the basis that the Committee "reasonably
          believes"  that no material  violation has occurred,  is ongoing or is
          about  to  occur.  "Reasonably  believes"  means  that  the  Committee
          "believes the matter in question and that the  circumstances  are such
          that the belief is not unreasonable."

     (f)  Determination: Material Violation Has Occurred, Is Ongoing or Is About
          to  Occur.  If the  Committee  reasonably  believes  that  a  material
          violation has occurred, is ongoing or is about to occur, the following
          responses should be considered:

               (i) A Material Violation Has Occurred If the Committee reasonably
               believes  that  the  reported  material   violation  has  already
               occurred,  the  Committee  should  seek to  remedy  or  otherwise
               address the material violation. The Committee should explore what
               steps would be necessary or  appropriate to reduce the likelihood
               of a recurrence of the material  violation.  The Committee should
               consider  recommending  that  sanctions be imposed in  connection
               with the violation. Disclosure to the public or to the SEC should
               be considered, depending on the nature of the violation and other
               relevant factors.

               (ii) A Material Violation Is Ongoing If the Committee  reasonably
               believes  that the reported  material  violation is ongoing,  the
               Committee should seek to take or recommend steps, measures and/or
               sanctions  that are designed to (i) stop any material  violations
               that are ongoing, (ii) remedy or otherwise  appropriately address
               the portion of the material  violation that has already occurred,
               and (iii) reduce the  likelihood  of a recurrence of the material
               violation.  Disclosure  to the  public  or to the SEC  should  be
               considered,  depending on the nature of the  violation  and other
               relevant factors.

               (iii) A  Material  Violation  Has Yet to Occur  If the  Committee
               reasonably  believes that the reported material violation has not
               yet  occurred,  the  Committee  should seek to take or  recommend
               steps and/or measures to prevent the reported material  violation
               from occurring.  Depending on the  circumstances of the impending
               violation,   actions  to  address  potential  future  violations,
               including   sanctions,   should   be   considered.   In   unusual
               circumstances, disclosure to the SEC may also be appropriate. The
               Committee may retain outside counsel,  which may be Fund counsel,
               to  undertake  a review of the  reported  evidence  of a material
               violation in order to assist the  Committee in  determining  what
               remedial measures would be appropriate under the circumstances.

     (g)  Other   Action.   The   Committee   shall  have  the   authority   and
          responsibility, acting by majority vote, to take all other appropriate
          action, including the authority to notify the SEC, in the event a Fund
          fails in any material respect to implement a  recommendation  that the
          Committee has made within a reasonable period of time.

     (h). Reporting and  Recordkeeping.  The Committee shall inform the relevant
          Fund's CEO and chief legal officer (or the equivalent thereof) and the
          Board of Directors of the results of any  investigation of a report of
          a material  violation  and any  appropriate  remedial  measures  to be
          adopted.  The Committee or its delegate shall prepare,  or cause to be
          prepared, a memorandum reflecting (i) the information developed in any
          internal  investigation,  (ii) any remedial recommendation made by the
          Committee  or by outside  counsel  retained  to review any report of a
          material violation and (iii) any remedial actions taken. The Committee
          should review these records  periodically  to determine  whether there
          are any patterns of activity or violations that have emerged.

     (i). Protection of Reporting Attorneys.  The Committee shall not retaliate,
          and shall not tolerate any retaliation by Fund management or any other
          person or group,  directly or indirectly,  against anyone who, in good
          faith, reports evidence of a material violation or provides assistance
          to the  Committee or any other person or group,  including  regulatory
          authorities,  investigating  a report.  The  Committee  shall  seek to
          maintain  the  confidentiality  of any person who submits a report and
          who asks that his or her identity  remain  confidential  and shall not
          make any effort,  or tolerate  any effort made by any other  person or
          group,  to  ascertain  the  identity  of any person who makes a report
          anonymously.


     (j)  Oversight  Responsibilities.  The Committee  will  undertake an annual
          review of these Procedures and the reporting and investigation systems
          to determine  whether  they are  functioning  properly.  The Boards of
          Directors of the Funds have reviewed and adopted these Procedures. The
          Boards of  Directors  will review  these  Procedures  periodically  to
          assure that they appropriately address then-existing  requirements for
          attorney up-the-ladder reporting.

     11. The Committee shall review this Charter at least annually and recommend
any changes to the full Board of Directors.

     12. This Charter may be altered,  amended or repealed, or a new Charter may
be  adopted,  by the  Board by the  affirmative  vote of a  majority  of all the
members of the Board, including a majority of the "non-interested" Board members
(within the meaning of the Investment Company Act of 1940, as amended).

     13. The Chief  Executive  Officer  ("CEO") of the Fund shall certify to the
Audit  Committee of the Fund  annually  that he is not aware of any violation by
the Fund of any corporate  governance standards or policies to which the Fund is
subject.  In  addition,  the CEO of the Fund  must  promptly  notify  the  Audit
Committee in writing  after any  executive  officer of the Fund becomes aware of
any material  non-compliance  with any applicable  corporate  governance listing
standard or policy.

     14. (a) The Fund shall  provide the NYSE,  with  respect to any  subsequent
changes to the  composition  of the Audit  Committee or otherwise  approximately
once each year, written confirmation of the determinations required by Section 3
above.

     (b)  The CEO of the Fund shall  certify to the NYSE annually that he is not
          aware of any  violation by the Fund of the NYSE  corporate  governance
          listing  standards  and such  certification  shall be  included in the
          Fund's annual report to shareholders.  If the CEO of the Fund provides
          notice to the NYSE upon receipt of any report by any executive officer
          of any material  non-compliance with any applicable  provisions of the
          NYSE  corporate  governance  listing  standards,  copies  of any  such
          certification  or notice  shall be provided to the Audit  Committee of
          the Fund.






                                      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 V.  Finnerty,  or any of them,  as  proxies  for the
undersigned,  with full powers of  substitution  in each of them,  to attend the
Annual  Meeting  of  Stockholders  (the  "Annual  Meeting")  to be  held  at the
Scottsdale Plaza Resort,  7200 N. Scottsdale Road,  Scottsdale,  Arizona at 9:00
a.m.   Mountain  Standard  Time  (local  time),  on  April  27,  2007,  and  any
adjournments or postponements  thereof, to cast on behalf of the undersigned all
votes that the  undersigned  is  entitled  to cast at the Annual  Meeting and to
otherwise  represent the  undersigned  at the Annual Meeting with all the powers
possessed by the  undersigned  if personally  present at the Meeting.  The votes
entitled to be cast will be cast as instructed  below. If this Proxy is executed
but no  instruction is given,  the votes entitled to be cast by the  undersigned
will be cast "FOR" each of the nominees for  Director.  The  undersigned  hereby
acknowledges  receipt of the Notice of Annual  Meeting and Proxy  Statement.  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  stockholder.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1.

Please refer to the Proxy Statement for a discussion of the Proposals.

------------ ------------------------------------------------------------- -----
             Election of  Directors:  Nominees are Joel W.  Looney,  John
 1.          S. Horejsi., and Dr. Dean L. Jacobson.

             FOR____     WITHHOLD___       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 STOCKHOLDERS  VOTE "FOR" ELECTION OF
ALL THE NOMINEES


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,
EACH should sign this Proxy. When signing as attorney, executor,  administrator,
trustee, guardian or corporate officer, please give your full title.

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

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

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

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






                                [AMPS PROXY CARD]


                                      PROXY


                         BOULDER TOTAL RETURN FUND, INC.

                    PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned  holder of shares of the Taxable 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 V.
Finnerty,  or any of them as proxies  for the  undersigned,  with full powers of
substitution in each of them, to attend the Annual Meeting of Stockholders  (the
"Annual Meeting") to be held at the Scottsdale Plaza Resort,  7200 N. Scottsdale
Road,  Scottsdale,  Arizona at 9:00 a.m. Mountain Standard Time (local time), on
April 27, 2007, and any adjournments or postponements thereof, to cast on behalf
of the  undersigned  all votes that the  undersigned  is entitled to cast at the
Annual Meeting and to otherwise  represent the undersigned at the Annual Meeting
with all the powers  possessed by the  undersigned if personally  present at the
Meeting. The votes entitled to be cast will be cast as instructed below. If this
Proxy is executed but no instruction is given,  the votes entitled to be cast by
the  undersigned  will be cast  "FOR" each of the  nominees  for  Director.  The
undersigned  hereby  acknowledges  receipt of the Notice of Annual  Meeting  and
Proxy Statement.  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  stockholder.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSAL 1.

Please refer to the Proxy Statement for a discussion of the Proposals.

------------ ------------------------------------------------------------- -----
1.           Election of  Directors:  Nominees  are Susan L.  Ciciora and
             Richard I. Barr.

             FOR____     WITHHOLD___       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 STOCKHOLDERS  VOTE "FOR" ELECTION OF
ALL THE NOMINEES



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,
EACH should sign this Proxy. When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please give your full title.

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

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

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

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