X0303 4 2008-12-17 0 0000895422 BOULDER TOTAL RETURN FUND INC BTF 0001091477 ERNEST HOREJSI TRUST NO 1B 3601 C STREET, STE 600 ANCHORAGE AK 99503 0 0 1 0 0001246903 HOREJSI STEWART R 200 SOUTH SANTA FE SALINA KS 67401 0 0 1 0 0001245558 CICIORA SUSAN L 2344 SPRUCE STREET, STE A BOULDER CO 80302 1 0 0 0 Common Stock 2008-12-17 4 S 0 2000 9.63 D 3174303 D Common Stock 2008-12-17 4 S 0 1800 9.71 D 3172503 D Common Stock 2008-12-17 4 S 0 1000 9.68 D 3171503 D Common Stock 2008-12-17 4 S 0 285 9.67 D 3171218 D The trustees of the Ernest Horejsi Trust No. 1B (the "Ernest Trust") are Alaska Trust Company ("Alaska Trust"), Susan L. Ciciora and Larry Dunlap. Such trustees may be deemed to control the Ernest Trust and may be deemed to possess indirect beneficial ownership of the Shares held by the Ernest Trust. However, none of the trustees, acting alone, can vote or exercise dispositive authority over Shares held by the Ernest Trust. Accordingly, Alaska Trust, Ms. Ciciora and Mr. Dunlap disclaim beneficial ownership of the Shares beneficially owned, directly or indirectly, by the Ernest Trust. In addition to serving as a trustee, Ms. Ciciora is also a beneficiary of the Ernest Trust. As a result of his advisory role with the Brown Trust, Stewart R. Horejsi may be deemed to have indirect beneficial ownership of the Shares directly beneficially owned by the Brown Trust. However, Mr. Horejsi disclaims such beneficial ownership of the Shares directly beneficially held by the Ernest Trust. Trusts affiliated with the Ernest Trust, including the Lola Brown Trust No. 1B, the John S. Horejsi Trust, the Susan L. Ciciora Trust, the Evergreen Trust, the Stewart West Indies Trust, and Evergreen Atlantic LLC, own an aggregate of 5,141,862 Shares of the Fund following these transactions. Douglas J. Blattmachr, President, Alaska Trust Company, trustee of the Ernest Horejsi Trust No. 1B 2008-12-18 Stewart R. Horejsi 2008-12-18 Susan L. Ciciora 2008-12-18