UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-Q
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file number 811-07390
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BOULDER TOTAL RETURN FUND, INC.
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(Exact name of registrant as specified in charter)
Fund Administrative Services
1680 38th Street, Suite 800
BOULDER, CO 80301
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(Address of principal executive offices) (Zip code)
Fund Administrative Services
1680 38th Street, Suite 800
BOULDER, CO 80301
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(Name and address of agent for service)
Registrant's telephone number, including area code: 303-444-5483
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Date of fiscal year end: NOVEMBER 30, 2004
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Date of reporting period: AUGUST 31, 2004
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Form N-Q is to be used by management investment companies, other than small
business investment companies registered on Form N-5 (ss.ss. 239.24 and 274.5 of
this chapter), to file reports with the Commission, not later than 60 days after
the close of the first and third fiscal quarters, pursuant to rule 30b1-5 under
the Investment Company Act of 1940 (17 CFR 270.30b1-5). The Commission may use
the information provided on Form N-Q in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-Q, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-Q unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington,
DC 20549-0609. The OMB has reviewed this collection of information under the
clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. SCHEDULE OF INVESTMENTS.
The Schedule of Investments is attached herewith.
BOULDER TOTAL RETURN FUND, INC.
PORTFOLIO OF INVESTMENTS
AUGUST 31, 2004 (UNAUDITED)
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SHARES VALUE
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DOMESTIC COMMON STOCKS - 82.8%
BEVERAGES - 1.3% Pepsi Bottling Group, Inc. 150,000 $ 4,018,500
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DIVERSIFIED - 28.7% Berkshire Hathaway Inc., Class A+ 750 65,250,000
Berkshire Hathaway Inc., Class B+ 9,010 26,074,940
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TOTAL DIVERSIFIED 91,324,940
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FINANCIAL SERVICES - 8.5% Citigroup, Inc. 293,360 13,664,709
Federated Investors, Inc. 120,000 3,462,000
Providian Financial Corporation+ 698,000 10,079,120
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TOTAL FINANCIAL SERVICES 27,205,829
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HEALTH CARE PRODUCTS & SERVICES - 0.9% AmerisourceBergen Corporation 55,000 2,975,500
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INSURANCE - 4.6% First American Corporation 120,000 3,476,400
Marsh & McLennan Companies, Inc. 86,250 3,854,512
Torchmark Corporation 90,000 4,633,200
Wesco Financial Corporation 8,080 2,795,680
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TOTAL INSURANCE 14,759,792
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PHARMACEUTICALS - 6.6% Bristol-Meyers Squibb Company 125,000 2,966,250
Merck & Company, Inc. 150,000 6,745,500
Pfizer, Inc. 200,000 6,534,000
Schering-Plough Corporation 264,000 4,873,440
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TOTAL PHARMACEUTICALS 21,119,190
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REITS - 22.9% Archstone-Smith Trust 75,000 2,343,750
First Industrial Realty Trust, Inc. 400,000 16,000,000
Hospitality Properties Trust 400,000 16,780,000
HRPT Properties Trust 1,300,000 14,014,000
Pan Pacific Retail Properties, Inc. 60,000 3,203,400
Post Properties, Inc. 391,000 11,886,400
Prentiss Properties Trust 169,500 6,222,345
Regency Centers Corporation 50,000 2,300,000
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TOTAL REITS 72,749,895
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RETAIL - 7.4% Yum! Brands, Inc. 590,000 23,428,900
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SAVINGS & LOAN COMPANIES - 1.9% Washington Mutual, Inc. 153,000 5,940,990
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TOTAL DOMESTIC COMMON STOCKS
(Cost $181,581,379) 263,523,536
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FOREIGN COMMON STOCKS - 3.2%
NETHERLANDS - 2.0% Heineken NV 93,750 2,830,137
Unilever NV, ADR 60,000 3,603,600
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TOTAL NETHERLANDS 6,433,737
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UNITED KINGDOM - 1.2% Diageo PLC, Sponsored ADR 75,000 3,746,250
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TOTAL FOREIGN COMMON STOCKS
(Cost $9,304,463) 10,179,987
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1
BOULDER TOTAL RETURN FUND, INC.
PORTFOLIO OF INVESTMENTS
AUGUST 31, 2004 (UNAUDITED)
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SHARES VALUE
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AUCTION MARKET PREFERRED SECURITIES - 8.7%
Calamos Convertible Opportunities & Income
Fund, Series TH7 160 $ 4,000,000
Cohen & Steers Advantage Income Realty Fund,
Inc., Series TH 80 2,000,000
Flaherty & Crumrine Claymore Preferred
Securities, Income Fund, Series T7 48 1,200,000
Flaherty & Crumrine Claymore Total Return
Fund, Series W28 280 7,000,000
Nuveen Quality Preferred Income Fund III,
Series M 80 2,000,000
Pimco Corporate Opportunity Fund, Series M 80 2,000,000
Preferred Income Strategies Fund, Inc.,
Series M 100 2,500,000
Scudder RREEF Real Estate Fund II, Series TH7 80 2,000,000
Western Asset Premier Bond Fund, Series M 80 2,000,000
Western Asset/Claymore US Treasury Inflation
Protected Securities Fund, Series T 120 3,000,000
TOTAL AUCTION MARKET PREFERRED SECURITIES
(Cost $27,700,000) 27,700,000
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PAR
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U.S. TREASURY BILLS - 3.1%
(Cost $9,991,750) 1.350% due 09/23/04++ $ 10,000,000 9,991,750
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REPURCHASE AGREEMENT - 2.2%
(Cost $6,809,000)
Agreement with PNC Capital Markets, 1.380%
dated 08/31/04 to be repurchased
at $6,809,261 on 09/01/04, collateralized
by $6,692,000 FNMA Bond,
2.950% due 11/14/07 (Value $6,867,786) 6,809,000 6,809,000
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TOTAL INVESTMENTS (COST $235,386,592*) - 100.0% 318,204,273
OTHER ASSETS AND LIABILITIES - 0.0% 119,196
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NET ASSETS - 100.0% $ 318,323,469
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* Aggregate cost for Federal tax purposes.
+ Non-income producing security.
++ Annualized yield at date of purchase.
ADR American Depository Receipt
2
BOULDER TOTAL RETURN FUND, INC.
AUGUST 31, 2004 (UNAUDITED)
1. VALUATION AND INVESTMENT PRACTICES
PORTFOLIO VALUATION: The net asset value of the Fund's Common Stock is
determined by the Fund's administrator no less frequently than on the last
business day of each week and month. It is determined by dividing the value of
the Fund's net assets attributable to common shares by the number of shares of
Common Stock outstanding. The value of the Fund's net assets attributable to
common shares is deemed to equal the value of the Fund's total assets less (i)
the Fund's liabilities, (ii) the aggregate liquidation value of the outstanding
Taxable Auction Market Preferred Stock and (iii) accumulated and unpaid
dividends on the outstanding Taxable Auction Market Preferred Stock. Securities
listed on a national securities exchange are valued on the basis of the last
sale on such exchange or the NASDAQ Official Close Price ("NOCP") on the day of
valuation. In the absence of sales of listed securities and with respect to
securities for which the most recent sale prices are not deemed to represent
fair market value and unlisted securities (other than money market instruments),
securities are valued at the mean between the closing bid and asked prices when
quoted prices for investments are readily available. Investments for which
market quotations are not readily available are valued at fair value as
determined in good faith by or under the direction of the Board of Directors of
the Fund, including reference to valuations of other securities which are
considered comparable in quality, maturity and type. Investments in money market
instruments, which mature in 60 days or less at the time of purchase, are valued
at amortized cost.
SECURITIES TRANSACTIONS AND INVESTMENT INCOME: Securities transactions are
recorded as of the trade date. Realized gains and losses from securities sold
are recorded on the identified cost basis. Dividend income is recorded on
ex-dividend dates. Interest income is recorded on the accrual basis.
Cash distributions received from the Fund's investment in real estate investment
trusts ("REITs") and registered investment companies ("RICs") are recorded as
income. A portion of these distributions are returns of capital. As of August
31, 2004, all accumulated net realized gains relating to returns of capital from
REIT distributions have been reclassified to unrealized gain.
REPURCHASE AGREEMENTS: The Fund may engage in repurchase agreement transactions.
The Fund's Management reviews and approves periodically the eligibility of the
banks and dealers with which the Fund enters into repurchase agreement
transactions. The value of the collateral underlying such transactions is at
least equal at all times to the total amount of the repurchase obligations,
including interest. The Fund maintains possession of the collateral and, in the
event of counterparty default, the Fund has the right to use the collateral to
offset losses incurred. There is the possibility of loss to the Fund in the
event the Fund is delayed or prevented from exercising its rights to dispose of
the collateral securities.
2. UNREALIZED APPRECIATION/(DEPRECIATION)
On August 31, 2004, net unrealized appreciation for Federal tax purposes was
$82,817,681, consisting of $86,010,425 aggregate gross unrealized appreciation
for all securities in which there is an excess of value over tax cost and
$3,192,744 aggregate gross unrealized depreciation for all securities in which
there is an excess of tax cost over value.
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ITEM 2. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial officers,
or persons performing similar functions, have concluded that the
registrant's disclosure controls and procedures (as defined in Rule
30a-3(c) under the Investment Company Act of 1940, as amended (the
"1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within
90 days of the filing date of the report that includes the disclosure
required by this paragraph, based on their evaluation of these controls
and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR
270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities
Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or
240.15d-15(b)).
(b) There were no changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17
CFR 270.30a-3(d)) that occurred during the registrant's last fiscal
quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting.
ITEM 3. EXHIBITS.
Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of
the Sarbanes-Oxley Act of 2002 are attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) BOULDER TOTAL RETURN FUND, INC.
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By (Signature and Title)* /S/ STEPHEN C. MILLER
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Stephen C. Miller, President
(principal executive officer)
Date OCTOBER 26, 2004
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Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /S/ STEPHEN C. MILLER
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Stephen C. Miller, President
(principal executive officer)
Date OCTOBER 26, 2004
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By (Signature and Title)* /S/ CARL D. JOHNS
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Carl D. Johns, Vice President and Treasurer
(principal financial officer)
Date OCTOBER 26, 2004
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* Print the name and title of each signing officer under his or her signature.