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SEC USE ONLY
DOCUMENT SEQUENCE NO.
CUSIP NUMBER
WORK LOCATION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
ATTENTION: Transmit for filing 3 copies of this form concurrently with either
placing an order with a broker to execute sale or executing a sale directly
with a market maker.
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1(a) NAME OF ISSUER (Please type or print)
BOULDER TOTAL RETURN FUND, INC.
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(b) IRS IDENT. NO.
95-4405635
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(c) S.E.C. FILE NO.
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1(d) ADDRESS OF ISSUER
2344 Spruce Street, Suite A, Boulder, CO 80302
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(e) TELEPHONE NO.
303-444-5483
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2(a) NAME OF PERSON FOR WHOSE ACCOUNT SECURITIES ARE TO BE SOLD
ERNEST HOREJSI TRUST NO. 1B
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(b) IRS IDENT. NO.
48-6250186
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(c) RELATIONSHIP TO ISSUER
10% STOCKHOLDER
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(d) ADDRESS
1029 West Third Ave., Suite 400 Anchorage, AK 99501
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INSTRUCTION: The person filing this notice should contact the issuer to obtain
the I.R.S. Identification Number and the S.E.C. File Number.
3(a) (b) SEC USE (c) (d) (e) (f) (g)
Tile of the Name and Address of ONLY Number of Aggregate Number of Shares Approximate Name of Each
Class of Each Broker Through Broker- Shares or Market or Other Units Date of Sale Securities
Securities Whom the Securities Dealer Other Units Value Outstanding (See inst. 3(f)) Exchange
to be Sold are to be Offered File to be Sold (See instr. (See instr. 3(e)) (MO. DAY YR.) (See instr. 3(g))
or Each Market Number (See instr. 3(d))
Maker who is (3(c))
Acquiring the
Securities
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Common stock E*Trade Securities LLC 571,000 12,338,660 11/12/2008 NYSE
671 N. Glebe Road, 11th Floor
Arlington, VA 22203
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INSTRUCTIONS:
1. (a) Name of issuer
(b) Issuer's I.R.S. Identification Number
(c) Issuer's S.E.C. file number, if any
(d) Issuer's address, including zip code
(e) Issuer's telephone number, including area code
2. (a) Name of person for whose account the securities are to be sold
(b) Such person's I.R.S. identification number, if such person is an
entity
(c) Such person's relationship to the issuer (e.g., officer, director, 10%
stockholder, or member of immediate family of any of the foregoing)
(d) Such person's address, including zip code
3. (a) Title of the class of securities to be sold
(b) Name and address of each broker through whom the securities are
intended to be sold
(c) Number of shares or other units to be sold (if debt securities, give
the aggregate face amount)
(d) Aggregate market value of the securities to be sold as of a specified
date within 10 days prior to the filing of this notice
(e) Number of shares or other units of the class outstanding, or if debt
securities the face amount thereof outstanding, as shown by the most
recent report or statement published by the issuer
(f) Approximate date on which the securities are to be sold
(g) Name of each securities exchange, if any, on which the securities are
intended to be sold
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB control number.
TABLE I - SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the
securities to be sold and with respect to the payment of all or any
part of the purchase price or other consideration therefor:
Name of Person
Title of Date You Nature of from Whom Acquired Amount of Date of
the Class Acquired Acquisition Transaction (If gift, also give date Securities Payment Nature of Payment
donor acquired) Acquired
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Common Stock 3/31/1998 Private Party Purchase Commerce Bank 216,920 3/31/1998 See Footnote 1
Common Stock 4/2/1998 Open Market Purchase Open Market Purchase 5,000 4/2/1998 See Footnote 1
Common Stock 4/2/1998 Open Market Purchase Open Market Purchase 10,000 4/2/1998 See Footnote 1
Common Stock 4/2/1998 Open Market Purchase Open Market Purchase 10,000 4/2/1998 See Footnote 1
Common Stock 7/21/2003 Rights Offering Rights Offering 329,080 7/21/2003 See Footnote 1
Total 571,000
Footnote 1. The purchase prices for the acquired securities were paid from cash
on hand, intertrust advances, and margin borrowings under an account maintained
by the Ernest Horejsi Trust No. 1B (the "Ernest Trust") with Merrill, Lynch,
Pierce, Fenner & Smith Incorporated. Intertrust advances bear interest at short
term applicable federal rates and are due monthly. The Ernest Trust's margin
borrowings from Merrill Lynch bear interst rates at the federal funds rate plus
one half of one percent and are due on demand. Such margin borrowings are based
on the collateral in the account maintained by the Ernest Trust. The Ernest
Trust's account agreement with Merrill Lynch is attached as Exhibit 1 to the
Schedule 13D filed by the Ernest Trust and other parties with the Securities and
Exchange Commission on November 1, 1999.
INSTRUCTIONS:
1. If the securities were purchased and full payment therefor was not made in
cash at the time of purchase, explain in the table or in a note thereto the
nature of the consideration given. If the consideration consisted of any
note or other obligation, or if payment was made in installments describe
the arrangement and state when the note or other obligation was discharged
in full or the last installment paid.
2. If within two years after the acquisition of the securities the person for
whose account they are to be sold had any short positions, put or other
option to dispose of securities referred to in paragraph (d)(3) of Rule
144, furnish full information with respect thereto.
TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the
issuer sold during the past 3 months by the person for
whose account the securities are to be sold.
Name and Address of Seller Title of Securities Sold Date of Sale Amount of Securities Gross Proceeds
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REMARKS:
INSTRUCTIONS:
See the definition of "person" in paragraph (a) of Rule 144. Information is to
be given not only as to the person for whose account the securities are to be
sold but also as to all other persons included in that definition. In addition,
information shall be given as to sales by all personswhose sales are required by
paragraph (e) of Rule 144 to be aggregated with sales for the account of the
person filing this notice.
ATTENTION:
The person for whose account the securities to which this notice relates are to
be sold hereby represents by signing this notice that he does not know any
material adverse information in regard to the current and prospective operations
of the Issuer of the securities to be sold which has not been publicly
disclosed.
11/7/2008 Ernest Horejsi Trust No. 1B
/s/ Stephen C. Miller
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Date of Notice Stephen C. Miller, Vice President,
Alaska Trust Company, trustee
The notice shall be signed by the person for whose account the securities
are to be sold. At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.
ATTENTION: Intentional misstatements or omission of facts constitute Federal
Criminal Violations (See 18 U.S.C. 1001).