sc13ga_070913.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
__________
 
SCHEDULE 13G

 
Under the Securities Exchange Act of 1934
 
(Amendment No. 2)*
 

Boulder Total Return Fund, Inc.
(Name of Issuer)
 
Auction Rate Preferred
(Title of Class of Securities)
 
101541308
(CUSIP Number)
 
April 10, 2013
(Date of Event Which Requires Filing of this Statement)

 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
ý      Rule 13d-1(b)
o      Rule 13d-1(c)
o      Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 
CUSIP No. 101541308
13G
Page 2 of 5 Pages


 
 
 
1.
NAME OF REPORTING PERSON
 
RIVERNORTH CAPITAL MANAGEMENT, LLC
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP(a) o
 
 (b) o
 
3.
SEC USE ONLY
 
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5.
SOLE VOTING POWER
 
0
6.
SHARED VOTING POWER
 
0
7.
SOLE DISPOSITIVE POWER
 
0
8.
SHARED DISPOSITIVE POWER
 
0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
0
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
o
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
0.0%
12.
TYPE OF REPORTING PERSON
 
IA
 
 
 
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CUSIP No. 101541308
13G
Page 3 of 5 Pages




Item 1(a).
Name of Issuer:
 
 
Boulder Total Return Fund, Inc.
 
Item 1(b).
Address of Issuer’s Principal Executive Offices:
 
 
2344 Spruce Street
Suite A
Boulder, CO 80302
 
Item 2(a).
Name of Person Filing:
 
 
RiverNorth Capital Management, LLC
 
Item 2(b).
Address of Principal Business Office or, if none, Residence:
 
 
325 N. LaSalle Street
Suite 645
Chicago, IL 60654-7030
 
Item 2(c).
Citizenship:
 
 
Delaware Limited Liability Company
 
Item 2(d).
Title of Class of Securities:
 
 
Auction Rate Preferred
 
Item 2(e).
CUSIP Number:
 
 
101541308
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
(a)
o      Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
 
 
(b)
o      Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
 
 
(c)
o      Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
 
 
(d)
 
o      Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
(e)
 
ý      An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
(f)
 
o      An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
(g)
 
o      A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
(h)
 
o      A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i)
o      A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);


 
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CUSIP No. 101541308
13G
Page 4 of 5 Pages




 
(j)
 
o      A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
(k)
 
o      Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:__________________________________________
 
Item 4.
Ownership.
 
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
(a)
 
Amount beneficially owned:  0
 
(b)
 
Percent of class:  0.0%
 
(c)
 
Number of shares as to which such person has:
 
 
 
(i)       Sole power to vote or direct the vote:  0
 
 
 
(ii)       Shared power to vote or direct the vote:  0
 
 
 
(iii)       Sole power to dispose or to direct the disposition of:  0
 
 
 
(iv)       Shared power to dispose or to direct the disposition of:  0
Item 5.
Ownership of Five Percent or Less of a Class.
 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ý.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
 
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
 
Not applicable.
 
Item 9.
Notice of Dissolution of Group.
 
 
Not applicable.
 
Item 10.
Certification.
 
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


 
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CUSIP No. 101541308
13G
Page 5 of 5 Pages



SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
July 10, 2013
 
Date
 
 
/s/ Marcus Collins
 
Signature
 
 
Marcus Collins, Chief Compliance Officer
 
Name and Title


 
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