Edgar Filing: BOULDER TOTAL RETURN FUND INC

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

To the Stockholders:

The Joint Annual Meeting of Stockholders (the "Meeting") of Boulder Total
Return Fund, Inc. ("BTF") and Boulder Growth & Income Fund, Inc. ("BIF,"
together with BTF, the "Funds") will be held on April 24, 2009 at the Arizona
Biltmore Resort & Spa, 2400 East Missouri Avenue, Phoenix, Arizona 85016 at 9:00
A.M. Mountain Standard Time. Stockholders who are unable to attend the Meeting
are strongly encouraged to vote by proxy, which is customary in corporate
meetings of this kind. A Notice of Joint Annual Meeting of Stockholders, a joint
proxy statement regarding the Annual Meeting (the "Proxy Statement"), a proxy
card for each Fund in which you hold shares for your vote at the Meeting, and a
postage prepaid envelope in which to return your proxy or proxies are enclosed.
You may instead choose to authorize your proxy by touch-tone telephone or
through the Internet, as explained on your proxy card(s).

At the Meeting, the stockholders of each Fund will elect that Fund's
Directors and consider a proposal regarding the classification of the Board of
Directors for that Fund as set forth in the Notice of Joint Annual Meeting of
Stockholders and as explained in the Proxy Statement. There will also be an
opportunity to discuss matters of interest to you as a stockholder. Your Fund's
Directors recommend that you vote in favor of the nominees for Director, as
applicable to the class of shares you hold, and for Proposal 1 as further
outlined in the attached Proxy Statement.

Your vote is very important to us. Thank you for your response and for your
continued investment.

Sincerely,

Boulder Total Return Fund, Inc. Boulder Growth & Income Fund, Inc.

Richard Barr Joel Looney
Chairman of the Board of Directors for BTF Chairman of the Board of Directors for BIF

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

NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
To Be Held on April 24, 2009

To the Stockholders:

The Joint Annual Meeting of Stockholders of Boulder Total Return Fund, Inc.
("BTF") and Boulder Growth & Income Fund, Inc. ("BIF," together with BTF,
referred to in this Proxy Statement as the "Funds"), each a Maryland corporation
(the "Meeting"), will be held on April 24, 2009 at the Arizona Biltmore Resort &
Spa, 2400 East Missouri Avenue, Phoenix, Arizona 85016 at 9:00 A.M. Mountain
Standard Time (local time).

At the Joint Annual Meeting, the stockholders of each Fund will elect that
Fund's Directors and will be asked to consider and vote on the Proposals below
with respect to the Funds, all of which are more fully described in the
accompanying Proxy Statement.

MATTERS TO BE VOTED ON BY ALL STOCKHOLDERS OF EACH FUND, AS APPLICABLE:

1. An amendment to the charter of each Fund classifying the Board of
Directors of each Fund into three separate classes (Proposal 1);

2. The election of the Directors of each Fund (Proposal 2); and

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

The Board of Directors of each Fund has fixed the close of business on
March 4, 2009 as the record date for the determination of stockholders of the
Fund entitled to notice of, and to vote at, the Meeting and any postponements or
adjournments thereof. This Proxy Statement, Notice of Joint Annual Meeting, and
proxy card are first being mailed to stockholders on or about March 18, 2009.

By Order of the Board of Directors,
/s/ Stephanie Kelley
STEPHANIE KELLEY
Secretary
March 18, 2009

--------------------------------------------------------------------------------
SEPARATE PROXY CARDS ARE ENCLOSED FOR EACH FUND IN WHICH YOU OWN SHARES. EVEN IF
YOU PLAN TO ATTEND THE MEETING, STOCKHOLDERS ARE URGED TO SIGN THE PROXY CARD(S)
(UNLESS AUTHORIZING THEIR PROXIES BY TOUCH-TONE TELEPHONE OR THROUGH THE
INTERNET) AND MAIL IT OR THEM IN THE ENCLOSED POSTAGE PREPAID ENVELOPE SO AS TO
ENSURE A QUORUM AT THE MEETING. THIS IS IMPORTANT WHETHER YOU OWN FEW OR MANY
SHARES.
--------------------------------------------------------------------------------

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, Executor

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

JOINT ANNUAL MEETING OF STOCKHOLDERS FOR
BOULDER TOTAL RETURN FUND, INC.
and
BOULDER GROWTH & INCOME FUND, INC.

To Be Held on April 24, 2009

JOINT PROXY STATEMENT

This joint proxy statement ("Proxy Statement") for Boulder Total Return
Fund, Inc. ("BTF") and Boulder Growth & Income Fund, Inc. ("BIF," together with
BTF, the "Funds"), each a Maryland corporation, is furnished in connection with
the solicitation of proxies by each Fund's board of directors (collectively, the
"Boards" and individually, the "Directors") for use at the Joint Annual Meeting
of Stockholders of the Funds to be held on Friday, April 24, 2009, at 9:00 A.M.
Mountain Standard Time (local time), at the Arizona Biltmore Resort & Spa, 2400
East Missouri Avenue, Phoenix, Arizona 85016, and at any adjournments and
postponements thereof (the "Meeting"). A Notice of Joint Annual Meeting of
Stockholders and proxy cards accompany this Proxy Statement. This Proxy
Statement, a Notice of Joint Annual Meeting, and a proxy card are first being
mailed to stockholders on or about March 18, 2009. Proxy solicitations may be
made, beginning on or about March 18, 2009, primarily by mail, but proxy
solicitations may also be made by telephone, Internet on the Funds' website,
email or personal interviews conducted by officers of the Funds and PNC Global
Investment Servicing, the transfer agent for the Funds. In addition, the Funds
may engage professional proxy solicitation firms to assist the Funds in
soliciting stockholder voting participation. 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 Funds. The Funds also will reimburse
brokerage firms and others for their expenses in forwarding solicitation
material to the beneficial owners of their shares. The Boards have fixed the
close of business on March 4, 2009 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 Funds provide Annual and Semi-Annual Reports to stockholders.
Additional copies of the Funds' most recent Annual Reports are available upon
request and without charge by writing to Boulder Funds, 2344 Spruce Street,
Suite A, Boulder, CO 80302, or by calling 1-877-561-7914. The reports are also
viewable online at the Funds' website at www.boulderfunds.net. The reports are
not to be regarded as proxy solicitation material.

One Proxy Statement is being delivered to multiple stockholders sharing an
address, unless the Funds have received contrary instructions from one or more
of the stockholders. The Funds will undertake to deliver promptly, upon written
or oral request, a separate copy of the proxy statement to any stockholder who
contacts the Funds in writing, or by phone, as stated above. Similarly,
stockholders sharing an address can request single copies of a future proxy
statement or annual report by contacting the Funds in writing or by contacting
the Fund's transfer agent by phone at 1-800-331-1710.

Boulder Investment Advisers, LLC ("BIA"), 2344 Spruce Street, Suite A,
Boulder, Colorado 80302, and Stewart Investment Advisers (also known as Stewart
West Indies Trading Company, Ltd.) ("SIA"), Bellerive, Queen Street, St. Peter,
Barbados, currently serve as co-investment advisers to the Funds. BIA and SIA
are collectively referred to herein as the "Advisers". Fund Administrative
Services, L.L.C. ("FAS"), 2344 Spruce Street, Suite A, Boulder, Colorado 80302,
and ALPS Fund Services, Inc. ("ALPS"), 1290 Broadway, Suite 1100, Denver,
Colorado 80203, serve as co-administrators to the Funds. PNC Global Investment
Servicing Inc. ("PNC"), 4400 Computer Drive, Westborough, Massachusetts 01581,
acts as the transfer agent for the Funds.

If the enclosed proxy is properly executed and returned by April 24, 2009
in time to be voted at the Meeting, the shares of the applicable Fund(s)
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 Proposals 1 and 2, 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 Funds' Secretary
at the above address prior to the date of the Meeting.

Each Fund has two classes of stock: common stock, par value $0.01 per share
(the "Common Stock") and auction market preferred stock, par value $0.01 per
share (the "Preferred Stock" or "AMPs"). The Common Stock and Preferred Stock,
respectively, are collectively referred to herein as the "Shares" for that
respective Fund. On the Record Date, the following numbers of Shares for each of
the Funds were issued and outstanding:

Common Stock AMPS
Outstanding Outstanding
------------------------------------- -----------------------------------

BTF 12,338,660 775
BIF 25,495,585 1,000

A quorum of each respective Fund's stockholders is required for the conduct
of business at the Meeting for that Fund. Under the respective Bylaws of the
Funds, a quorum for each Fund is established by the presence in person or by
proxy of the holders of a majority of the outstanding shares (without regard to
class) of the applicable Fund as of the Record Date. In the event that a quorum
is not present at the Meeting for a particular Fund (including a quorum of the
Preferred Stock (defined below) with respect to the election of Directors to be
elected separately by the Preferred Stock holders), or in the event that a
quorum is present but sufficient votes to approve one or more proposals are not
received, the chairman of the Meeting or the persons named as proxies may
propose and vote for one or more adjournments of the Meeting with respect to
that particular Fund in order 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 if submitted to stockholders, any such adjournment of a Fund
will require the affirmative vote of a majority of votes cast on the matter at
the Meeting as applicable for that Fund.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. The following table sets
forth certain information regarding the beneficial ownership of the Shares of
each Fund 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.

BOULDER TOTAL RETURN FUND, INC. BOULDER GROWTH & INCOME FUND, INC.
--------------------------- --------------------------------------------------- ----------------------------------------------------
--------------------------- ---------------- ---------------- ----------------- ---------------- ---------------- ------------------
Name of Owner* Number of Shares Percentage Number of Shares Percentage
Number of Shares Beneficially Beneficially Number of Shares Beneficially Beneficially
Directly Owned Owned Owned Directly Owned Owned Owned
--------------------------- ---------------- ---------------- ----------------- ---------------- ---------------- ------------------
--------------------------- ---------------- ---------------- ----------------- ---------------- ---------------- ------------------

Alaska Trust Company* --- ---*** __________% --- ---*** __________%
Ernest Horejsi Trust No. 1B* __________ __________ __________% __________ __________ __________%
Lola Brown Trust No. 1B* __________ __________ __________% --- --- 0%
Evergreen Atlantic LLC** __________ __________ __________% --- --- 0%
Stewart West Indies Trust* __________ __________ __________% --- --- 0%
Susan L. Ciciora Trust* __________ __________ __________% --- --- 0%
John S. Horejsi Trust* __________ __________ __________% --- --- 0%
Evergreen Trust* __________ __________ __________% --- --- 0%
--------------------------- ---------------- ---------------- ----------------- ---------------- ---------------- ------------------
--------------------------- ---------------- ---------------- ----------------- ---------------- ---------------- ------------------
Aggregate Shares Owned by __________ __________ __________% __________ __________ __________%
Horejsi Affiliates
(defined below)***
--------------------------- ---------------- ---------------- ----------------- ---------------- ---------------- ------------------
--------------------------- ---------------- ---------------- ----------------- ---------------- ---------------- ------------------
Doliver Capital Advisors, LP+ 0 0 0 0 4,396,913 17.25%

* The address of each Trust listed above is c/o Alaska Trust Company, 1029
West Third Street, Suite 400, Anchorage, AK 99501.

** The address of Evergreen Atlantic, LLC is 2344 Spruce Street, Suite A,
Boulder CO 80302.

*** Alaska Trust Company ("ATC") serves as a trustee or co-trustee for the
Horejsi Trusts (as defined below); ATC disclaims beneficial ownership of
shares owned by the Ernest Horejsi Trust No. 1B ("EH Trust"), Lola Brown
Trust No. 1B ("Lola Trust"), Stewart West Indies Trust ("SWIT"), Susan L.
Ciciora Trust ("SLC Trust"), John S. Horejsi Trust ("JSH Trust") and the
Evergreen Trust ("Evergreen Trust") (collectively, the "Horejsi Trusts"),
and shares owned by Evergreen Atlantic LLC ("Evergreen"). The Evergreen
Trust, SLC Trust, JSH Trust, and SWIT are members of Evergreen with
ownership percentages, respectively, of 11%, 30%, 15%, and 44%. ATC is a
trust company organized under the laws of Alaska; 98% of its outstanding
shares are owned by SWIT, an irrevocable trust organized by Stewart R.
Horejsi for the benefit of his issue; Douglas Blattmachr, President of ATC,
owns 2% of the outstanding shares of ATC. The Directors and officers of ATC
are Larry Dunlap (Director), Stephen C. Miller (Vice President and
Director), Mr. Blattmachr (President and Director), Brandon Cintula (Vice
President and Director), and Richard Thwaites (Secretary/Treasurer and
Director). The officers and directors of ATC disclaim beneficial ownership
of shares owned by the Horejsi Trusts and Evergreen. Together with Larry
Dunlap and ATC, Ms. Ciciora is a trustee of the EH Trust and also one of
the beneficiaries of the EH Trust. Because two of the EH Trust's trustees
are required in order for the EH Trust to vote or exercise dispositive
authority with respect to shares owned by the EH Trust, Ms. Ciciora and Mr.
Dunlap each disclaim beneficial ownership of such shares. Together with Mr.
Dunlap and ATC, Ms. Ciciora is a trustee of the Lola Trust and also one of
the beneficiaries of the Lola Trust. Because two of the Lola Trust's
trustees are required in order for the Lola Trust to vote or exercise
dispositive authority with respect to shares owned by the Lola Trust, Ms.
Ciciora and Mr. Dunlap each disclaim beneficial ownership of such shares.
ATC, Mr. Miller, and Mr. Dunlap are trustees to the Evergreen Trust;
because two of the Evergreen Trust's trustees are required in order for the
Evergreen Trust to vote or exercise dispositive authority with respect to
shares owned by the Evergreen Trust, Messrs. Miller and Dunlap each
disclaim beneficial ownership of such shares.

+ As stated in Schedule 13G Amendment No. 3 filed with the Securities and
Exchange Commission on February 13, 2009.

The following table sets forth certain information regarding the beneficial
ownership of the Shares of each Fund 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
Preferred Stock.

Bank of America Corporation 406+ 52.39%+ 722++ 72.2%++
and Merrill Lynch, Pierce,
Fenner & Smith Incorporated
--------------------------- ---------------- ---------------- ----------------- ---------------- ---------------- ------------------

+ As stated in Schedule 13G filed with the Securities and Exchange Commission
on February 10, 2009.

++ As stated in Schedule 13G Amendment No. 1 filed with the Securities and
Exchange Commission on February 11, 2009.

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

The EH Trust, Lola Trust, Evergreen, SWIT, SLC Trust, JSH Trust, and the
Evergreen Trust are collectively referred to as the "Horejsi Affiliates".
Information as to beneficial ownership discussed in the previous paragraph was
obtained from the respective representative(s) 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.

For BTF, as of the Record Date, Cede & Co., a nominee partnership of the
Depository Trust Company, held of record, but not beneficially, ___________
shares or _______ % of Common Stock outstanding and 775 shares or 100% of the
Preferred Stock outstanding. For BIF, as of the Record Date, Cede & Co., a
nominee partnership of the Depository Trust Company, held of record, but not
beneficially, ___________ shares or _______ % of Common Stock outstanding and
1,000 shares or 100% of the Preferred Stock outstanding.

For BTF, as of the Record Date, the executive officers and directors of the
Fund, as a group, owned ________ 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 Preferred Stock, representing ________ % of Common Stock
outstanding and 0% of Preferred Stock. For BIF, as of the Record Date, the
executive officers and directors of the Fund, as a group, owned ________ 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 Preferred Stock,
representing ________ % of Common Stock outstanding and 0% of Preferred Stock.

MATTERS TO BE VOTED ON BY ALL STOCKHOLDERS OF EACH FUND, AS APPLICABLE:

PROPOSAL 1

AMENDMENT TO THE CHARTER CLASSIFYING THE BOARD OF DIRECTORS OF EACH FUND
INTO THREE SEPARATE CLASSES

The Boards have considered and recommend to each Fund's stockholders
amending the Funds' respective charters (the "Charters") in order to classify
the Boards into three separate classes.

Presently the Charters provide that Directors serve a one-year term. The
Charters read as follows:

The directors shall be elected at each annual meeting of the stockholders
commencing in 2004, except as necessary to fill any vacancies, and each
director elected shall hold office until his or her successor is duly
elected and qualifies, or until his or her earlier resignation, death, or
removal.

In addition, under Maryland General Corporation Law ("MGCL"), Directors may be
removed with or without cause by the affirmative vote of a majority of all the
votes entitled to be cast generally for election of directors. Thus, presently
under the Charters and the MGCL, only a single meeting of stockholders would be
required to effect a complete change in the Boards.

In 2004, stockholders for both Funds approved "de-classification" of the
Boards from three separate classes, each serving a three-year term, to a single
class elected on an annual basis. However, the Boards now believe that a
classified board structure will best serve the Funds' longer-term interests.
Thus, if stockholders approve Proposal 1 and approve a new board structure with
three classes of directors with each class serving a three-year term (instead of
the current one-year term), the Charters will be amended accordingly and such
changes will take effect immediately and with respect to the election of
Directors at the Meeting under Proposal 2. Class I Directors will hold office
initially for a term expiring at the 2010 annual meeting of stockholders, Class
II Directors will hold office initially for a term expiring at the 2011 annual
meeting of stockholders and Class III Directors will hold office initially for a
term expiring at the 2012 annual meeting of stockholders, with the members of
each class to hold office until their successors are duly elected and qualify.
At each annual meeting of the stockholders, the successors to the class of
Directors whose term expires at such meeting shall be elected to hold office for
a term expiring at the annual meeting of stockholders held in the third year
following the year of their election and until their successors are duly elected
and qualify.

Background on the Classification Proposal. In 2004, the Funds' stockholders
approved a comprehensive set of corporate governance proposals, one of which was
to "de-classify" the Boards such that Directors would serve an annual term (the
"2004 Proposal"). Prior to the 2004 Proposal, each Fund had a "classified" or
"staggered" board. Various industry trade groups, activist investor groups, the
New York Stock Exchange, and other industry professionals generally advocated
de-classification as well as the other corporate governance proposals advanced
by the Funds in 2004. It was thought at that time that having all Directors
stand for election every year would lead to better stockholder governance, a
more responsive Board and more access to fund management.

Since that time, the Boards have had the opportunity to experience and
review the effect of the adoption of these corporate governance proposals, and
in particular the effect of the 2004 Proposal. In assessing the 2004 Proposal,
close attention was paid to the Funds' investment objectives, the makeup of the
Funds' stockholders and other developments within the past four years.

Board Considerations. At its regular meeting in February 2009, each Board
considered a proposal from management to classify the Board. At that meeting,
each Board considered a number of factors before coming to a conclusion that a
classified board would better serve the long-term investment interest of the
Fund and its stockholders.

Each Board recognized that overall effect of the Proposal would be to make
any hostile attempt to take control of the Fund through a proxy contest more
difficult. In order to change the membership of a majority of the Directors, at
least two years would be required. Each Board believes that this would encourage
persons seeking to acquire control of the Fund to engage in good-faith,
arm's-length negotiations with the Board. Each Board also believes that ensuring
continuity of service among the Board members and three-year commitments for
Board service is desirable and that the Proposal will facilitate the Fund's
attracting and retaining qualified members of the Board and hiring and retaining
competent management personnel by increasing the likelihood of a stable
employment environment.

The Boards understand the Funds' stockholder bases to be generally
comprised of many stockholders holding smaller positions who have a long-term
investment horizon similar to that expressed by the Funds' largest stockholders
(i.e., the Horejsi Affiliates). A primary reason that these stockholders invest
with the Funds is the potential for long-term capital appreciation coupled with
responsible and deliberative asset management and an eye toward capital
preservation. Neither the Boards nor the Funds' investment managers or
stockholders contemplate sudden, drastic changes in the makeup of the Funds'
investment portfolios.

The Boards noted that, in general, closed-end funds such as the Funds seem
to be more subject than operating companies to pressures from "hostile"
stockholders, arbitragers and other groups of investors seeking to take
advantage of short-term market cycles for their own benefit. These activities
are often detrimental to stockholders seeking a particular investment style and
a long-term investment horizon. For example, twice in the past three years, BIF
was subject to activist pressure to change its fundamental operations. In 2005,
Scott Schultz and Phil Goldstein joined together to pressure BIF to adopt a
managed distribution program and, in October 2008, Ronald Olin and Ralph
Bradshaw sought to float stockholder proposals that called for removal of the
Advisers, replacement of the current Board and an aggressive level-rate
distribution policy at odds with the then-current market and BIF's long-term
rate of return. Messrs. Olin and Bradshaw's proposals have since been withdrawn.

The Boards ultimately concluded that the Proposal achieves a fair balance
between the corporate governance intent of the 2004 Proposal and protecting the
stockholders' long-term interests and recommends that stockholders vote "FOR"
this proposal.

The Boards noted that, because Directors will be directly affected by the
Proposal, they may be deemed to have an interest in its outcome.

If approved by the stockholders, the Proposal would impose the classified
board structure effective immediately and for this Meeting. The table below
illustrates the effect stockholder approval of the Proposal would have on the
terms of Directors:

------------------------------- -------------------------------
BOULDER TOTAL RETURN FUND BOULDER GROWTH & INCOME FUND
------------------------------- -------------------------------
---------- ---------- --------- ---------- ---------- ---------
Class I Class II Class III Class I Class II Class III
2009-10 2009-11 2009-12 2009-10 2009-11 2009-12
---------- ---------- --------- ---------- ---------- ---------
---------- ---------- --------- ---------- ---------- ---------

Rich Barr X X
Susan Ciciora*+ X X
John Horejsi*+ X X
Dean Jacobson X X
Joel Looney X X
---------- ---------- --------- ---------- ---------- ---------

* "Interested" director as that term is defined in the Investment Company Act
of 1940, as amended.

+ These Directors are elected by the Funds' respective Preferred Stock
holders pursuant to their Articles Supplementary.

Accordingly, and for each Fund, Messrs. Horejsi and Jacobson will hold office
initially for a term expiring at the 2010 annual meeting of stockholders, Mr.
Looney will hold office initially for a term expiring at the 2011 annual meeting
of stockholders and Ms. Ciciora and Mr. Barr hold will hold office initially for
a term expiring at the 2012 annual meeting of stockholders.

Attached at Exhibit A are Articles of Amendment containing the amendment to
each Fund's respective Charter (the "Amendment") which, if approved, will be
filed with the State Department of Assessments and Taxation of Maryland. If
stockholders approve the Proposal for either or both of the Funds, the Annual
Meeting for that Fund will be temporarily adjourned so that the Amendment may be
filed immediately and effective immediately. Thereafter, the Annual Meeting for
that Fund will resume and Proposal 2 will be considered. If stockholders do not
approve this Proposal 1 for either or both of the Funds, but do approve Proposal
2, the Board of Directors for the respective Fund will be elected to serve until
the annual meeting of stockholders in 2010 and until their successors are duly
elected and qualify.

Vote required. Approval of Proposal 1 for each of the Funds requires the
affirmative vote of a majority of all the votes entitled to be cast by the
stockholders of that respective Fund on the matter. Holders of record of shares
of each Fund at the close of business on the Record Date will be entitled to one
vote per share on each matter as to which they are entitled to vote at the
Meeting and any postponements or adjournments thereof.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS OF BTF AND BIF, AS APPLICABLE, VOTE "FOR"
PROPOSAL 1.

PROPOSAL 2

ELECTION OF DIRECTORS OF BTF AND BIF

The Funds' respective Charters currently provide that all of the Directors
stand for election each year. If stockholders approve Proposal 1 for either or
both of the Funds, then the Charter for that Fund will be amended, effective
immediately and for purposes of this Meeting, so that the terms of each
Director, if elected, would be classified in accordance with Proposal 1. Thus,
if Proposal 1 is approved, and the Directors as nominated in this Proposal 2 are
elected, Messrs. Horejsi and Jacobson will hold office initially for a term
expiring at the 2010 annual meeting of stockholders, Mr. Looney will hold office
initially for a term expiring at the 2011 annual meeting of stockholders and Mr.
Barr and Ms. Ciciora will hold office initially for a term expiring at the 2012
annual meeting of stockholders, with the members of each class to hold office
until their successors are duly elected and qualify. At each annual meeting of
the stockholders, the successors to the class of Directors whose term expires at
such meeting shall be elected to hold office for a term expiring at the annual
meeting of stockholders held in the third year following the year of their
election and until their successors are duly elected and qualify.

The Boards have nominated the following five Director nominees to stand
for election and serve terms as follows:

------------------------------- -------------------------------
BOULDER TOTAL RETURN FUND BOULDER GROWTH & INCOME FUND
------------------------------- -------------------------------
--------- ---------- ---------- --------- ---------- ----------
Class I Class II Class III Class I Class II Class III
2009-10 2009-11 2009-12 2009-10 2009-11 2009-12
--------- ---------- ---------- --------- ---------- ----------
--------- ---------- ---------- --------- ---------- ----------

Rich Barr X X
Susan Ciciora*+ X X
John Horejsi*+ X X
Dean Jacobson X X
Joel Looney X X
--------- ---------- ---------- --------- ---------- ---------

* "Interested" director as that term is defined in the Investment Company Act
of 1940, as amended.

+ These Directors are elected by the Funds' respective Preferred Stock
holders pursuant to their Articles Supplementary.

Holders of the Common Stock and Preferred Stock as of the Record Date for each
respective Fund are entitled to vote on the election of Messrs. Looney, Barr,
and Jacobson, and only the Preferred Stock holders as of the Record Date for
each respective Fund are entitled to vote on the election of Ms. Ciciora and Mr.
Horejsi. The above nominees have consented to serve as Directors if elected at
the Meeting for the term as indicated above. 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 for BTF
and BIF:

------------------------------ ------------------------ ---------------------------------------------- --------------------
Position, Length of Term Number of Funds
Served, and Term of Principal Occupation(s) and Other in Fund Complex+
Name, Address*, Age Office Directorships Held During the Past Five Years Overseen by Director
------------------------------ ------------------------ ---------------------------------------------- --------------------
Independent Directors
------------------------------ ------------------------ ---------------------------------------------- --------------------

Joel W. Looney Director of BTF since Partner (since 1999), Financial Management 4
2001 and BIF since Group, LLC (investment adviser); Director
Chairman 2002. Chairman of the and Chairman (since 2003), First Opportunity
Board of BIF since Fund, Inc.; Director and Chairman (since
Age: 47 2003. Current Nominee 2007), The Denali Fund Inc.
for BTF and BIF for a
term to expire at the
2011 annual meeting.

Dr. Dean L. Jacobson Director of BTF since Founder and President (since 1989), Forensic 4
2004 and BIF since Engineering, Inc. (engineering
Age: 70 2006. Current Nominee investigations); Professor Emeritus (since
for BTF and BIF for a 1997), Arizona State University; Director
term to expire at the (since 2003), First Opportunity Fund, Inc.;
2010 annual meeting. Director (since 2007), The Denali Fund Inc.

Richard I. Barr Director of BTF since Retired (since 2001). Manager (1963-2001), 4
1999 and BIF since Advantage Sales and Marketing, Inc. (food
Age: 71 2002. Chairman of the brokerage); Director (since 2001), First
Board of BTF since Opportunity Fund, Inc.; Director (since
2003. Current Nominee 2007), The Denali Fund Inc.
for BTF and BIF for a
term to expire at the
2012 annual meeting.

------------------------------ ------------------------ ---------------------------------------------- --------------------
Interested Directors**
------------------------------ ------------------------ ---------------------------------------------- --------------------
John S. Horejsi*** Director of BTF since Director (since 1997), Horejsi Charitable 4
2006 and BIF since Foundation (private charitable foundation);
Age: 41 2004. Current nominee Director (since 2006), First Opportunity
for BTF and BIF for a Fund, Inc.; Director (since 2007), The
term to expire at the Denali Fund Inc.
2010 annual meeting.

Susan L. Ciciora*** Director of BTF since Trustee (since 1994), Lola Brown Trust No. 4
2001 and BIF since 1B; Trustee (since 1992), Ernest Horejsi
Age: 44 2006. Current nominee Trust No. 1B; Director (since 1997), Horejsi
for BTF and BIF for a Charitable Foundation, Inc. (private
term to expire at the charitable foundation); Director (since
2012 annual meeting. 2003), First Opportunity Fund, Inc.;
Director (since 2007), The Denali Fund Inc.

* The Directors' respective addresses are c/o Boulder Investment Advisers,
LLC, 2344 Spruce Street, Suite A, Boulder, Colorado 80302.

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

*** Mr. Horejsi and Ms. Ciciora are brother and sister.

+ Includes the Funds, First Opportunity Fund, Inc., and The Denali 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 Funds are listed in the table
below. Each officer was elected to office by each Board at a meeting held on
February 9, 2009. 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 applicable 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 BTF since President and General Counsel (since 1999), BIA; Manager
1999 and BIF since 2002. (since 1999), FAS; Vice President (since 1999), SIA;
Age: 56 Director of BTF from Director and Chairman (2003-2004) and President (since
1999-2004. Director of 2003), First Opportunity Fund, Inc.; President (since 2007),
BIF from 2002-2004. The Denali Fund Inc.; Of Counsel (since 1991), Krassa &
Chief Compliance Officer Miller, LLC.
from 2004-2007.
Appointed annually.

Carl D. Johns Chief Financial Officer, Vice President and Treasurer (since 1999), BIA; Assistant
Chief Accounting Manager (since 1999), FAS; Vice President, Treasurer, Chief
Age: 46 Officer, Vice President Financial Officer and Chief Accounting Officer, (since 2003)
and Treasurer since 1999 First Opportunity Fund, Inc. and (since 2007) The Denali
for BTF and since 2002 Fund Inc.
for BIF. Appointed
annually.

Joel L. Terwilliger Chief Compliance Officer Associate General Counsel (since 2006) and Chief Compliance
for BTF and BIF since Officer (since 2007), BIA, SIA, FAS, First Opportunity Fund,
Age: 40 2007. Appointed annually. Inc. and The Denali Fund Inc.; Senior Associate/Legal
Counsel (2002-2006), Great-West Life & Annuity Insurance
Company and affiliated companies.

Stephanie J. Kelley Secretary for BTF since Secretary (since 2003), First Opportunity Fund, Inc.;
2000 and BIF since 2002. Secretary (since 2007), The Denali Fund Inc.; Assistant
Age: 52 Appointed annually. Secretary and Assistant Treasurer of various other entities
affiliated with the Horejsi family; employee (since 1999),
FAS.

Nicole L. Murphey Vice President since Vice President (since 2008) and Assistant Secretary (since
2008 for BTF and BIF; 2003), First Opportunity Fund, Inc.; Vice President (since
Age: 32 Assistant Secretary 2008) and Assistant Secretary (since 2007), The Denali Fund
since 2000 for BTF and Inc.; employee (since 1999), FAS.
since 2002 for BIF.
Appointed annually.

* Unless otherwise specified, the Officers' respective addresses are c/o
Boulder Investment Advisers, LLC, 2344 Spruce Street, Suite A, Boulder,
Colorado 80302.

Set forth in the following table are the nominees for election to the
Funds' Boards together with the dollar range of equity securities beneficially
owned by each Director as of the Record Date for each Fund, as well as the
aggregate dollar range of the Funds' equity securities in all funds overseen in
a family of investment companies (i.e., other funds managed by the Advisers).

--------------------------------------------------------------------------------------------------------------------
OWNERSHIP OF THE FUNDS BY DIRECTORS
------------------------------ ---------------------- ----------------------- --------------------------------------
Aggregate Dollar Range of Equity
Independent Directors and Dollar Range of Equity Dollar Range of Equity Securities in All Funds in the
Nominees Securities in BTF Securities in BIF Family of Investment Companies
------------------------------ ---------------------- ----------------------- --------------------------------------

Richard I. Barr $ __________ $ __________ Over $ __________
Joel W. Looney $ __________ $ __________ Over $ __________
Dean L. Jacobson $ __________ $ __________ Over $ __________
------------------------------ ---------------------- ----------------------- --------------------------------------
------------------------------ ---------------------- ----------------------- --------------------------------------
Interested Directors and
Nominees
------------------------------ ---------------------- ----------------------- --------------------------------------
------------------------------ ---------------------- ----------------------- --------------------------------------
John S. Horejsi Over $ __________ + Over $ __________ ++ Over $ __________
Susan L. Ciciora Over $ __________ + Over $ __________ ++ Over $ __________

+ __________, __________, and __________, Shares of BTF 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 _____ shares of BTF. Mr. Horejsi does
not directly own any shares of BTF.

++ __________ Shares of BIF are held by the EH Trust. Ms. Ciciora is a trustee
and beneficiary under the EH Trust and John Horejsi is a beneficiary under
the EH Trust. Accordingly, Ms. Ciciora and Mr. Horejsi may be deemed to
have indirect beneficial ownership of the Shares held by the EH Trust. Ms.
Ciciora and Mr. Horejsi disclaim all such beneficial ownership. Ms. Ciciora
directly owns __________ shares of BIF. Mr. Horejsi does not directly own
any shares of BIF.

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

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 Funds' Directors for the fiscal
year ended November 30, 2008. No persons (other than the independent Directors,
as set forth below) currently receive compensation from the Funds for acting as
a Director or officer. Directors and executive officers of the Funds do not
receive pension or retirement benefits from the Funds. Non-interested Directors
receive reimbursement for travel and other out of pocket expenses incurred in
connection with Board meetings.

Name of Person and Position with the Aggregate Compensation Aggregate Compensation Total Compensation from
Funds from BTF from BIF the Funds and Fund Complex
---------------------------------------- ------------------------- ------------------------- ----------------------------

Richard I. Barr, Director for BTF and $30,500 $23,000 $ __________
BIF and Chairman for BTF (4 funds)

Dr. Dean Jacobson, Director for BTF $26,500 $23,000 $ __________
and BIF (4 funds)

Joel W. Looney, Director for BTF and $28,500 $29,000 $ __________
BIF and Chairman for BIF (4 funds)

Susan L. Ciciora, Director for BTF and $0 $0 $0
BIF

John S. Horejsi, Director for BTF and $0 $0 $0
BIF

Each Director of the Funds who was not a Director, officer, employee or
affiliate of one of the Advisers, or any of their affiliates, receives a fee of
$8,000 per annum plus $3,000 (for BIF) or $4,000 (for BTF) for each in person
meeting, $500 for each Audit Committee meeting and $500 for each telephonic
meeting of the applicable Board. In addition, for each of the Funds the Chairman
of the Board and the Chairman of the Audit Committee receives $1,000 per
meeting. Each non-interested Director of the Funds is reimbursed for travel and
out-of-pocket expenses associated with attending Board and Committee meetings.
The Board for BTF held seven meetings (three of which were held by telephone
conference call) during the fiscal year ended November 30, 2008. The Board for
BIF held eight meetings (four of which were held by telephone conference call)
during the fiscal year ended November 30, 2008. Each Director currently serving
in such capacity for the entire fiscal year attended at least 75% of the
meetings of Directors for both Funds and any Committee of which he or she is a
member. The aggregate remuneration paid to the Directors of the Funds for acting
as such during the fiscal year ended November 30, 2008 amounted to $85,500 for
BTF and $75,000 for BIF.

COMMITTEES OF THE BOARD OF DIRECTORS FOR BTF AND BIF

AUDIT COMMITTEE; REPORT OF AUDIT COMMITTEE. The purpose of the Audit
Committee for each of the Funds is to assist Board oversight of the integrity of
the Funds' financial statements, the Funds' compliance with legal and regulatory
requirements, the independent auditor's qualifications and independence and the
performance of the Funds' independent auditors. The Audit Committee of each Fund
reviews the scope and results of the applicable Fund's annual audit with the
Fund's respective independent accountants and recommends the engagement of such
accountants. Management, however, is responsible for the preparation,
presentation, and integrity of the Fund's respective financial statements, and
the independent accountants are responsible for planning and carrying out proper
audits and reviews. The Board of Directors of each Fund adopted a written
charter for the Audit Committees on January 23, 2002 and most recently amended
the Audit Committee Charters on January 25, 2008 to add The Denali Fund Inc.
Subsequent minor amendments to the Audit Committee Charters were adopted by the
Funds on February 9, 2009.

The Audit Committee of each Fund is composed entirely of the applicable
Fund's independent Directors, consisting of Messrs. Barr, Jacobson, and Looney
for both BTF and BIF. The Board of each Fund 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 of each Fund 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 applicable Board. The Audit
Committee of each Fund 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 Committees is independent, as that term is defined by
the New York Stock Exchange Listing Standards. The Audit Committee for each of
the Funds met twice during the fiscal year ended November 30, 2008.

In connection with the audited financial statements as of and for the
period ended November 30, 2008, included in the Funds' respective Annual Reports
for the period ended November 30, 2008 (the "Annual Report"), at meetings held
on January 19, 2009 and February 9, 2009, the Audit Committees 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 Committees have received the written disclosures and letters from
the independent accountants required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees) and have discussed with
independent accountants their independence. The Audit Committees discussed with
the independent accountants the accounting principles applied by the Funds and
such other matters brought to the attention of the Audit Committees 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 Committees are not professionally engaged in the
practice of auditing or accounting and are not employed by the Funds in any
accounting, financial management or internal control capacity. Moreover, the
Audit Committee for each Fund relies on and makes no independent verification of
the facts presented to it or representations made by management or the
independent accountants. Accordingly, each of 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, each
of the Audit Committee's considerations and discussions referred to above do not
provide assurance that the audit of the Funds' 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
Committees set forth in the Funds' Charter and those discussed above, the Audit
Committee of each Fund recommended to the Boards of each of BTF and BIF that the
audited financial statements be included in the Funds' respective Annual Report
and be mailed to stockholders and filed with the Securities and Exchange
Commission.

Submitted by the Audit Committee of each of BTF and BIF's Board of
Directors: Richard I. Barr, Dean L. Jacobson, and Joel W. Looney.

NOMINATING COMMITTEE. The Board of Directors of each Fund 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 of the Funds in the event a position is vacated or created. Each member of
the Nominating Committee is independent, as that term is defined by the New York
Stock Exchange Listing Standards. The Nominating Committee of each Fund did not
meet during the fiscal year ended November 30, 2008. The Funds' Board of
Directors have adopted a charter for the Nominating Committees that is available
on the Funds' website, www.boulderfunds.net.

The Nominating Committees do not have a formal process for identifying
candidates. The Nominating Committees take into consideration such factors as
they deem 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 Committees will consider all qualified candidates in the same
manner. The Nominating Committees may modify their policies and procedures for
director nominees and recommendations in response to changes in each Fund's
respective circumstances, and as applicable legal or listing standards change.

The Nominating Committees would consider director candidates for the
applicable Fund and as 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 BTF or BIF, as
applicable.

The Funds do not have a compensation committee.

OTHER BOARD-RELATED MATTERS

Stockholders of BTF or BIF who wish to send communications to either Board
should send them to the address of that respective Fund and to the attention of
the respective Board. All such communications will be directed to the respective
Board's attention.

The Funds do not have a formal policy regarding Board member attendance at
the Annual Meeting of Stockholders; however, all of the Directors of the Funds,
who were Directors at the time, attended the April 25, 2008 Annual Meeting of
Stockholders for BTF and BIF.

Vote Required. The election of Messrs. Looney, Barr, and Jacobson as Directors
of the Funds requires the affirmative vote of a plurality of the votes cast by
the respective holders of the Common Stock and Preferred Stock for each Fund at
the Meeting in person or by proxy on Proposal 2. The election of Ms Ciciora and
Mr. Horejsi as Directors of the Fund will require the affirmative vote of a
plurality of the votes cast by the respective holders of the Preferred Stock for
each Fund at the Meeting in person or by proxy on Proposal 2. Additionally, if
Proposal 1 is approved by the stockholders for either or both of the Funds, the
terms of each Director (whether elected or held-over) for that Fund would be as
follows: Messrs. Horejsi and Jacobson will hold office initially for a term
expiring at the 2010 annual meeting of stockholders, Mr. Looney will hold office
initially for a term expiring at the 2011 annual meeting of stockholders and Ms.
Ciciora and Mr. Barr hold will hold office initially for a term expiring at the
2012 annual meeting of stockholders, with the members of each class to hold
office until their successors are duly elected and qualify. Holders of record of
Shares of each Fund at the close of business on the Record Date will be entitled
to one vote per share on each matter as to which they are entitled to vote at
the Meeting and any postponements or adjournments thereof.

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

SUBMISSION OF STOCKHOLDER PROPOSALS

Notice is hereby given that for a stockholder proposal to be considered for
inclusion in the Funds' proxy material relating to its 2010 annual meeting of
stockholders, the stockholder proposal must be addressed to, and received by,
that applicable Fund not earlier than , 2009 or later than __________, 2009 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 applicable Fund's
books, of the stockholder proposing such business, (iii) the class and number of
shares of the capital stock of the applicable 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 for that applicable Fund with a
market value of $2,000 and must have held such Shares in the applicable Fund 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. Joint proposals of the Funds
are not permissible; stockholders may not submit one proposal (plus the required
additional documentation) for more than one Fund. 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 an applicable Fund's proxy materials.

Pursuant to the Funds' respective Bylaws, 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 applicable Fund. To be timely, a
stockholder's notice must be received by the Secretary at 2344 Spruce Street,
Suite A, Boulder, Colorado 80302 by 5:00 P.M. Mountain Standard Time not earlier
than the 150th day and not later than the 120th day prior to the first
anniversary of the date of public release 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 received by the Secretary not later than 5:00 P.M. Mountain Standard
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 Funds' respective Bylaws, 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 applicable 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 applicable 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 applicable Fund, to make such determination, (E) the extent to
which such individual (including such individual's principals) has entered into
any hedging transaction or arrangement with the effect or intent of mitigating
or otherwise managing profit, loss or risk of changes in the value of the common
stock or the daily quoted market price of the Fund held by such individual
(including such individual's principals), or increasing or decreasing the voting
power of such individual (including such individual's principals), including
independently verifiably information in support of the foregoing, (F) the
investment strategy or objective - including any related disclosure documents or
other independently verifiable information in support of the foregoing - for
such individual (including such individual's principals), and (G) 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 applicable 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 applicable 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
applicable 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. Joint notices to the Funds are not permissible;
stockholders may not submit more than one notice (plus the required additional
documentation) for more than one Fund.

ADDITIONAL INFORMATION

INDEPENDENT ACCOUNTANTS. At its regularly scheduled Board meeting held on
November 10, 2008, the Audit Committee of each Fund, consisting of those
Directors who are not "interested persons" (as defined in the 1940 Act),
selected, and the Board of each Fund ratified, Deloitte & Touche LLP
("Deloitte") of Denver, Colorado as the Funds' independent registered public
accounting firm for the Funds' fiscal year ending November 30, 2009. Deloitte
served as independent accountant for each Fund's prior fiscal years ending
November 30, 2007 and November 30, 2008. 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
Funds for professional services received from Deloitte for the Funds' fiscal
years ended November 30, 2007 and November 30, 2008.

-----------------------------------------------------------------------------------------------------------
BOULDER TOTAL RETURN FUND, INC.
-----------------------------------------------------------------------------------------------------------
---------------------- -------------------- -------------------- -------------------- ---------------------
Fiscal Year Ended Audit Fees Audit-Related Fees Tax Fees* All Other Fees+

11/30/2007 $25,500 $0 $6,875 $4,250

11/30/2008 $27,350 $0 $7,250 $5,000
---------------------- -------------------- -------------------- -------------------- ---------------------
-----------------------------------------------------------------------------------------------------------
BOULDER GROWTH & INCOME FUND, INC.
-----------------------------------------------------------------------------------------------------------
---------------------- -------------------- -------------------- -------------------- ---------------------
Fiscal Year Ended Audit Fees Audit-Related Fees** Tax Fees*** All Other Fees++

11/30/2007 $25,500 $6,500 $6,875 $4,250

11/30/2008 $27,350 $0 $7,250 $5,000

* "Tax Fees" are those fees billed to BTF by Deloitte in connection with tax
consulting services, including primarily the review of BTF's income tax
returns, excise tax returns and Maryland property tax returns.

+ This fee pertains to those fees billed to BTF by Deloitte in connection
with their agreed-upon procedures reports under the terms of the Preferred
Stock.

** Audit-Related Fees of $6,500 were billed to BIF for providing an opinion in
connection with a rights offering conducted by the Fund.

*** "Tax Fees" are those fees billed to BIF by Deloitte in connection with tax
consulting services, including primarily the review of BIF's income tax
returns, excise tax returns and Maryland property tax returns.

++ This fee pertains to those fees billed to BIF by Deloitte in connection
with their agreed-upon procedures reports under the terms of the Preferred
Stock.

The Audit Committee Charter requires that the Audit Committee of each Fund
pre-approve all audit and non-audit services to be provided by the auditors to
the Funds, and all non-audit services to be provided by the auditors to the
Funds' 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 fees described
above for which Deloitte billed the Funds for the fiscal years ended November
30, 2007 and November 30, 2008 were pre-approved by the Audit Committees for the
Funds.

Deloitte has informed the Funds that it has no direct or indirect financial
interest in the Funds. For the Funds' fiscal year ended November 30, 2008,
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 Funds. For the twelve months ended November 30, 2008, the
Horejsi Affiliates paid $0 to Deloitte for their services. The Audit Committees
have 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 Funds' Directors and
officers, persons affiliated with the Funds' investment advisers, and persons
who own more than 10% of a registered class of the Funds' securities, to file
reports of ownership and changes of ownership with the Securities and Exchange
Commission and the New York Stock Exchange. Directors, officers and
greater-than-10% stockholders are required by Securities and Exchange Commission
regulations to furnish the applicable Fund(s) with copies of all Section 16(a)
forms they file. Based solely upon the Funds' review of the copies of such forms
it receives and written representations from such persons, the Funds believe
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 with respect to a particular
Fund 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 the effect of a vote against Proposal 1 and will
have no effect on the result of the vote in the election of directors in
Proposal 2.

--------------------------------------------------------------------------------
SEPARATE PROXY CARDS ARE ENCLOSED FOR EACH FUND IN WHICH YOU OWN SHARES. EVEN IS
YOU PLAN TO ATTEND THE MEETING, STOCKHOLDERS ARE URGED TO SIGN THE PROXY CARD(S)
(UNLESS AUTHORIZING THEIR PROXIES BY TOUCH-TONE TELEPHONE OR THROUGH THE
INTERNET) AND MAIL IT OR THEM IN THE ENCLOSED POSTAGE PREPAID ENVELOPE SO AS TO
ENSURE A QUORUM AT THE MEETING. THIS IS IMPORTANT WHETHER YOU OWN A FEW OR MANY
SHARES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE
INSIDE COVER.
--------------------------------------------------------------------------------

EXHIBIT A

FORM OF ARTICLES OF AMENDMENT

BOULDER TOTAL RETURN FUND, INC.

ARTICLES OF AMENDMENT

BOULDER TOTAL RETURN FUND, INC., a Maryland corporation (the
"Corporation"), certifies to the State Department of Assessments and Taxation of
Maryland that:

FIRST: The charter (the "Charter") of the Corporation is hereby amended by
repealing Section 5.2 of Article V in its entirety and inserting in lieu thereof
a new Section 5.2 to read as follows:

Section 5.2 Upon the effectiveness of articles of amendment containing this
Section (the "Effective Time"), the Directors (other than any Director
elected solely by holders of Preferred Stock in connection with dividend
arrearages) shall be classified, with respect to the terms for which they
severally hold office, into three classes: Class I, Class II and Class III.

Class I Directors shall hold office initially for a term expiring at the
annual meeting of stockholders next succeeding the Effective Time, Class II
Directors shall hold office initially for a term expiring at the second
succeeding annual meeting of stockholders and Class III Directors shall
hold office initially for a term expiring at the third succeeding annual
meeting of stockholders, with the members of each class to hold office
until their successors are duly elected and qualify.

At each annual meeting of the stockholders, the successors to the class of
Directors whose term expires at such meeting shall be elected to hold
office for a term expiring at the annual meeting of stockholders held in
the third year following the year of their election and until their
successors are duly elected and qualify. The Directors shall be apportioned
among the classes as determined by the Directors so as to maintain the
number of Directors in each class as nearly equal in number as possible.
Subject to the following paragraph, in no case shall a decrease in the
number of Directors shorten the term of any incumbent Director.

If the Corporation has issued and outstanding Preferred Stock entitling the
holders of such Preferred Stock to elect additional Directors in connection
with dividend arrearages (such directors, the "Additional Preferred
Directors"), the election of such Additional Preferred Directors may cause
the total number of Directors to exceed five and the terms of office of the
Directors elected by the other stockholders (excluding any Directors which
the holders of the Preferred Stock are entitled to separately elect in all
events) shall continue until the next respective election for that Class of
Directors. Upon the redemption as a whole but not in part of the Preferred
Stock, the term of office of any Directors elected solely by the holders of
Preferred Stock shall automatically and immediately terminate.

SECOND: The amendment to the Charter as set forth above has been duly
advised by the Board of Directors and approved by the stockholders of the
Corporation as required by law.

THIRD: The undersigned President of the Corporation acknowledges these
Articles of Amendment to be the corporate act of the Corporation and, as to all
matters of facts required to be verified under oath, the undersigned President
acknowledges that, to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement is
made under the penalties for perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
to be signed in its name and on its behalf by its President and attested to by
its Secretary on this [_____________], 2009.

ATTEST:
BOULDER TOTAL RETURN FUND, INC.

------------------------- ------------------------------
Stephanie Kelley Stephen C. Miller
Secretary President

FORM OF ARTICLES OF AMENDMENT

BOULDER GROWTH & INCOME FUND, INC.

ARTICLES OF AMENDMENT

BOULDER GROWTH & INCOME FUND, INC., a Maryland corporation (the
"Corporation"), certifies to the State Department of Assessments and Taxation of
Maryland that:

FIRST: The charter (the "Charter") of the Corporation is hereby amended by
repealing Section 5.2 of Article V in its entirety and inserting in lieu thereof
a new Section 5.2 to read as follows:

SECOND: The amendment to the Charter as set forth above has been duly
advised by the Board of Directors and approved by the stockholders of the
Corporation as required by law.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
to be signed in its name and on its behalf by its President and attested to by
its Secretary on this [_____________], 2009.

ATTEST:
BOULDER GROWTH & INCOME FUND, INC.

------------------------- ------------------------------
Stephanie Kelley Stephen C. Miller
Secretary President

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 Nicole L. Murphey, or any of them, as proxies for the
undersigned, with full power of substitution in each of them, to attend the
Annual Meeting of Stockholders (the "Annual Meeting") to be held at the Arizona
Biltmore Resort & Spa, 2400 East Missouri Avenue, Phoenix, Arizona at 9:00 a.m.
Mountain Standard Time (local time), on April 24, 2009, 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 Proposals. The undersigned hereby acknowledges receipt of the Notice
of Annual Meeting and Proxy Statement (the terms of each of which are
incorporated by reference herein). 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.

If this proxy is properly executed, the votes entitled to be cast by the
undersigned will be cast in the manner directed by the undersigned stockholder.
IF NO DIRECTION IS MADE, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL
BE CAST "FOR" PROPOSAL 1 AND "FOR" THE ELECTION OF EACH OF THE NOMINEES IN
PROPOSAL 2. ADDITIONALLY, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL
BE CAST IN THE DISCRETION OF THE PROXY HOLDER ON ANY OTHER MATTER THAT MAY
PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.

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

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

1. To approve an amendment to the charter classifying the FOR____ AGAINST_____ ABSTAIN ____
Board of Directors into three separate classes and making
related changes to the charter.
------------ ------------------------------------------------------------- ----------- ----------------- -------------------------
----------------------------------------------------------------------------------------------------------------------------------

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THIS
PROPOSAL, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT

----------------------------------------------------------------------------------------------------------------------------------
------------ ------------------------------------------------------------- ----------- ----------------- -------------------------
Election of Directors: Nominees are Joel W. Looney, FOR____ WITHHOLD___ FOR ALL EXCEPT ___
2. Richard I. Barr, and Dr. Dean L. Jacobson.
------------ ------------------------------------------------------------- ----------- ----------------- -------------------------
----------------------------------------------------------------------------------------------------------------------------------

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, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY 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 Nicole L.
Murphey, or any of them as proxies for the undersigned, with full power of
substitution in each of them, to attend the Annual Meeting of Stockholders (the
"Annual Meeting") to be held at the Arizona Biltmore Resort & Spa, 2400 East
Missouri Avenue, Phoenix, Arizona at 9:00 a.m. Mountain Standard Time (local
time), on April 24, 2009, 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 Proposals. The
undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement (the terms of each of which are incorporated by reference
herein). 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.

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

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

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THIS
PROPOSAL, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT

----------------------------------------------------------------------------------------------------------------------------------
------------ ------------------------------------------------------------- ----------- ----------------- -------------------------
2. Election of Directors: Nominees are Joel W. Looney, FOR____ WITHHOLD___ FOR ALL EXCEPT ___
Richard I. Barr, Dr. Dean L. Jacobson, Susan L. Ciciora and
John S. Horejsi
------------ ------------------------------------------------------------- ----------- ----------------- -------------------------
----------------------------------------------------------------------------------------------------------------------------------

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.

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

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

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

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

PROXY

BOULDER GROWTH & INCOME FUND, INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned holder of shares of Common Stock of Boulder Growth & Income
Fund, Inc., a Maryland corporation (the "Fund"), hereby appoints Stephen C.
Miller, Carl D. Johns, and Nicole L. Murphey, or any of them, as proxies for the
undersigned, with full power of substitution in each of them, to attend the
Annual Meeting of Stockholders (the "Annual Meeting") to be held at the Arizona
Biltmore Resort & Spa, 2400 East Missouri Avenue, Phoenix, Arizona at 9:00 a.m.
Mountain Standard Time (local time), on April 24, 2009, 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 Proposals. The undersigned hereby acknowledges receipt of the Notice
of Annual Meeting and Proxy Statement (the terms of each of which are
incorporated by reference herein). 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.

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

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

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THIS
PROPOSAL, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT ____

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

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

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

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

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

[AMPS PROXY CARD]

PROXY

BOULDER GROWTH & INCOME FUND, INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS

The undersigned holder of shares of the Taxable Auction Market Preferred Stock
("AMPS") of Boulder Growth & Income Fund, Inc., a Maryland corporation (the
"Fund"), hereby appoints Stephen C. Miller, Carl D. Johns, and Nicole L.
Murphey, or any of them as proxies for the undersigned, with full power of
substitution in each of them, to attend the Annual Meeting of Stockholders (the
"Annual Meeting") to be held at the Arizona Biltmore Resort & Spa, 2400 East
Missouri Avenue, Phoenix, Arizona at 9:00 a.m. Mountain Standard Time (local
time), on April 24, 2009, 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 Proposals. The
undersigned hereby acknowledges receipt of the Notice of Annual Meeting and
Proxy Statement (the terms of each of which are incorporated by reference
herein). 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.

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

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

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THIS
PROPOSAL, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT

----------------------------------------------------------------------------------------------------------------------------------
------------ ------------------------------------------------------------- ----------- ----------------- -------------------------
2. Election of Directors: Nominees are Joel W. Looney, FOR____ WITHHOLD___ FOR ALL EXCEPT ___
Richard I. Barr, Dr. Dean L. Jacobson, Susan L. Ciciora and
John S. Horejsi
------------ ------------------------------------------------------------- ----------- ----------------- -------------------------
----------------------------------------------------------------------------------------------------------------------------------

MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT ____

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

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

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

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

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