UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number: 811-07390
Boulder Total Return Fund, Inc.
(Exact name of registrant as specified in charter)
1680 38th Street, Suite 800
Boulder, CO 80301
(Address of principal executive offices) (Zip code)
Stephen C. Miller
1680 38th Street, Suite 800
Boulder, CO 80301
(Name and address of agent for service)
Registrant's telephone number, including area code: (303) 444-5483
Date of fiscal year end: November 30
Date of reporting period: July 1, 2003 - June 30, 2004
Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (ss.ss. 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section 30 of the
Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-PX 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.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2003 TO JUNE 30, 2004
Matter
Proposed Vote
by Cast Vote For
Shldr Issuer (Yes (For or
Ticker Meeting Record Mtg Description of Matter to be or or or Against
Name of Issuer Symbol CUSIP Date Date Type Voted On Holder No) Against) Mngmnt
Approve amendments to and
a restatement of the
Company's Restated
Northwestern Certificate of
Corporation NOR 668074107 8/26/03 6/27/03 Annual 1 Incorporation Issuer Yes For For
Elect two members of
Northwestern Class III of the Board of
Corporation NOR 668074107 8/26/03 6/27/03 Annual 2 Directors Issuer Yes For For
Ratification of Deloitte
Northwestern & Touche LLP as
Corporation NOR 668074107 8/26/03 6/27/03 Annual 3 Independent Auditor Issuer Yes For For
Directors' and auditors'
reports and the accounts
for the year ended June
Diageo PLC DEO 25243Q205 10/22/03 9/15/03 Annual 1 30, 2003. Issuer Yes For For
Approve the directors'
renumeration report for
the year ended June 30,
Diageo PLC DEO 25243Q205 10/22/03 9/15/03 Annual 2 2003 Issuer Yes For For
To declare a final
dividend on the ordinary
Diageo PLC DEO 25243Q205 10/22/03 9/15/03 Annual 3 shares Issuer Yes For For
To re-elect Lord Blyth of
Diageo PLC DEO 25243Q205 10/22/03 9/15/03 Annual 4 Rowington as a director Issuer Yes For For
To re-elect Mr. JK Oates
Diageo PLC DEO 25243Q205 10/22/03 9/15/03 Annual 5 as a director Issuer Yes For For
To re-elect Mr. PL Walsh
Diageo PLC DEO 25243Q205 10/22/03 9/15/03 Annual 6 as a director Issuer Yes For For
Re-appointment and
Diageo PLC DEO 25243Q205 10/22/03 9/15/03 Annual 7 renumberation of auditors Issuer Yes For For
Disapplication of
Diageo PLC DEO 25243Q205 10/22/03 9/15/03 Annual 8 pre-emption rights Issuer Yes For For
Authority to purchase own
Diageo PLC DEO 25243Q205 10/22/03 9/15/03 Annual 9 oridnary shares Issuer Yes For For
To consider and vote on
the approval of the
agreement and plan of
merger between PREIT,
Pennsylvania PREIT Associates, Crown
Real Estate American Realty Trust,
Investment LP, and Crown American
Trust PEI 709102109 11/11/03 9/25/03 Special 1A Properties, LP Issuer Yes For For
Pennsylvania To consider and vote on
Real Estate the approval of the
Investment proposed 2003 Equity
Trust PEI 709102109 11/11/03 9/25/03 Special 1B Incentive Plan Issuer Yes Against Against
Pennsylvania
Real Estate To elect Mr. John J.
Investment Roberts to the board of
Trust PEI 709102109 11/11/03 9/25/03 Special 1C trustess of PREIT Issuer Yes For For
Election of Edward E.
Amerisourcebergen Hagenlocker and Kurt J.
Corporation ABC 03073E105 3/5/04 1/12/04 Annual 1 Hilzinger as directors Issuer Yes For For
Election of fifteen (15)
Citigroup Inc. C 172967101 4/20/04 2/27/04 Annual 1 directors Issuer Yes For For
Proposal to ratify the
selection of KPMG LLP as
independent auditors for
Citigroup Inc. C 172967101 4/20/04 2/27/04 Annual 2 2004 Issuer Yes For For
Stockholder proposal
requesting a curb on
executive compensation,
no future stock option
grants and no renewals or
Citigroup Inc. C 172967101 4/20/04 2/27/04 Annual 3 extensions of option plans Holder Yes For Against
Stockholder proposal
requesting a report on
Citigroup Inc. C 172967101 4/20/04 2/27/04 Annual 4 political contributions Holder Yes Against For
Stockholder proposal
requesting a
discontinuation of all
rights, options, SAR's
and possible severence
payments to the top 5 of
Citigroup Inc. C 172967101 4/20/04 2/27/04 Annual 5 management Holder Yes Against For
Stockholder proposal
requesting that the
chairman of the board
have no management
duties, titles or
Citigroup Inc. C 172967101 4/20/04 2/27/04 Annual 6 responsibilities Holder Yes Against For
Washington Election of four (4)
Mutual, Inc. WM 939322103 4/20/04 2/27/04 Annual 1 directors Issuer Yes For For
Ratification of the
appointment of Deloitte &
Touche LLP as the
Washington independent auditors for
Mutual, Inc. WM 939322103 4/20/04 2/27/04 Annual 2 2004 Issuer Yes For For
Shareholder proposal
Washington relating to a specific
Mutual, Inc. WM 939322103 4/20/04 2/27/04 Annual 3 compensation program Holder Yes Against For
Election of fifteen (15)
Pfizer Inc. PFE 717081103 4/22/04 2/27/04 Annual 1 directors Issuer Yes For For
A proposal to approve the
appointment of KPMG LLP
as independent auditors
Pfizer Inc. PFE 717081103 4/22/04 2/27/04 Annual 2 for 2004 Issuer Yes For For
Approve the Pfizer Inc.
Pfizer Inc. PFE 717081103 4/22/04 2/27/04 Annual 3 2004 Stock Plan Issuer Yes Against Against
Shareholder proposal
requesting review of the
economic effects of the
HIV/AIDS, TB and Malaria
pandemics on the
Company's business
Pfizer Inc. PFE 717081103 4/22/04 2/27/04 Annual 4 strategy Holder Yes Against For
Shareholder proposal
relating to political
Pfizer Inc. PFE 717081103 4/22/04 2/27/04 Annual 5 contributions Holder Yes Against For
Shareholder proposal
relating to an annual
report on corporate
resources devoted to
supporting political
Pfizer Inc. PFE 717081103 4/22/04 2/27/04 Annual 6 entities or candidates Holder Yes Against For
Shareholder proposal
seeking to impose term
Pfizer Inc. PFE 717081103 4/22/04 2/27/04 Annual 7 limits on directors Holder Yes Against For
Shareholder proposal
requesting a report on
increasing access to
Pfizer Inc. PFE 717081103 4/22/04 2/27/04 Annual 8 Pfizer products Holder Yes Against For
Shareholder proposal on
Pfizer Inc. PFE 717081103 4/22/04 2/27/04 Annual 9 stock options Holder Yes Against For
Shareholder proposal on
Pfizer Inc. PFE 717081103 4/22/04 2/27/04 Annual 10 invitro testing Holder Yes Abstain Abstain
Election of five (5)
Merck & Co. MRK 589331107 4/27/04 2/24/04 Annual 1 directors Issuer Yes For For
Ratification of the
appoinment of the
Company's independent
Merck & Co. MRK 589331107 4/27/04 2/24/04 Annual 2 auditors for 2004 Issuer Yes For For
Proposal to amend the
restated Certificate of
Incorporation to
declassify the Board of
Merck & Co. MRK 589331107 4/27/04 2/24/04 Annual 3 Directors Issuer Yes For For
Stockholder proposal
concerning management
Merck & Co. MRK 589331107 4/27/04 2/24/04 Annual 4 compensation Holder Yes For Against
Stockholder proposal
concerning extension of
Merck & Co. MRK 589331107 4/27/04 2/24/04 Annual 5 prescription drug patents Holder Yes Against For
Stockholder proposal
concerning ethical and
social performance of the
Merck & Co. MRK 589331107 4/27/04 2/24/04 Annual 6 Company Holder Yes Against For
Stockholder proposal
concerning use of
shareholder resources for
Merck & Co. MRK 589331107 4/27/04 2/24/04 Annual 7 political purposes Holder Yes Against For
Stockholder proposal
concerning a report
related to the global
Merck & Co. MRK 589331107 4/27/04 2/24/04 Annual 8 HIV/AIDS pandemic Holder Yes Against For
Schering-Plough Election of four (4)
Corporation SGP 806605101 4/27/04 3/5/04 Annual 1 directors Issuer Yes For For
Ratification of
Schering-Plough designation of
Corporation SGP 806605101 4/27/04 3/5/04 Annual 2 independent auditors Issuer Yes For For
Approval of the
Schering-Plough operations management
Corporation SGP 806605101 4/27/04 3/5/04 Annual 3 team incentive plan Issuer Yes Against Against
Regency
Centers Election of four (4)
Coporation REG 758849103 4/28/04 3/22/04 Annual 1 directors Holder Yes For For
Amendment to Regency's
Restated Articles of
Regency Incorporation to
Centers eliminate classification
Coporation REG 758849103 4/28/04 3/22/04 Annual 2 of the Board of Directors Holder Yes For For
Amendment to Regency's
Restated Articles of
Regency Incorporation to increase
Centers the number of authorized
Coporation REG 758849103 4/28/04 3/22/04 Annual 3 shares of preferred stock Holder Yes For For
Amendment to Regency's
Restated Articles of
Incorporation to delete
matters of historical
Regency interest relating to
Centers security capital's
Coporation REG 758849103 4/28/04 3/22/04 Annual 4 ownership limit Holder Yes For For
Cohen & Steers
Advantage Election of three (3)
Income Realty RLF 19247W409 4/29/04 3/11/04 Annual 1 directors Issuer Yes For For
Ratify the selection of
PricewaterhouseCoopers
LLP as independent
certified public
Cohen & Steers accountants of the Fund
Advantage for the fiscal year
Income Realty RLF 19247W409 4/29/04 3/11/04 Annual 2 ending December 31, 2004 Issuer Yes For For
Torchmark Election of five (5)
Corporation TMK 891027104 4/29/04 3/5/04 Annual 1 directors Issuer Yes For For
Torchmark
Corporation TMK 891027104 4/29/04 3/5/04 Annual 2 Ratification of auditors Issuer Yes For For
Shareholder proposal
regarding the use of
performance and
time-based restricted
Torchmark share programs in
Corporation TMK 891027104 4/29/04 3/5/04 Annual 3 executive compensation Holder Yes Against For
Shareholder proposal
regarding holding tobacco
Torchmark equities in the Company's
Corporation TMK 891027104 4/29/04 3/5/04 Annual 4 investment portfolio Holder Yes Against For
Berkshire Election of eleven (11)
Hathaway Inc. BRKB 084670207 5/1/04 3/3/04 Annual 1 directors Issuer Yes For For
Shareholder proposal to
approve the stockholder
Berkshire proposal with respect to
Hathaway Inc. BRKB 084670207 5/1/04 3/3/04 Annual 2 political contributions Holder Yes Against For
Berkshire Election of eleven (11)
Hathaway Inc. BRKA 084670108 5/1/04 3/3/04 Annual 1 directors Issuer Yes For For
Shareholder proposal to
approve the stockholder
Berkshire proposal with respect to
Hathaway Inc. BRKA 084670108 5/1/04 3/3/04 Annual 2 political contributions Holder Yes Against For
Bristol-Myers Election of three (3)
Squibb Company BMY 110122108 5/4/04 3/8/04 Annual 1 directors Issuer Yes For For
Bristol-Myers Appointment of
Squibb Company BMY 110122108 5/4/04 3/8/04 Annual 2 independent auditors Issuer Yes For For
Bristol-Myers Publication of political
Squibb Company BMY 110122108 5/4/04 3/8/04 Annual 3 contributions Holder Yes Against For
Bristol-Myers Prohibition of political
Squibb Company BMY 110122108 5/4/04 3/8/04 Annual 4 contributions Holder Yes Against For
Bristol-Myers Separation of Chairman
Squibb Company BMY 110122108 5/4/04 3/8/04 Annual 5 and CEO positions Holder Yes Against For
Bristol-Myers
Squibb Company BMY 110122108 5/4/04 3/8/04 Annual 6 HIV/AIDS, TB, Malaria Holder Yes Against For
Bristol-Myers
Squibb Company BMY 110122108 5/4/04 3/8/04 Annual 7 Director vote threshold Holder Yes Against For
Wesco
Financial Election of seven (7)
Corporation WSC 950817106 5/5/04 3/15/04 Annual 1 directors Holder Yes For For
Pan Pacific
Retail
Properties, Election of one (1)
Inc. PNP 69806L104 5/6/04 3/5/04 Annual 1 director Issuer Yes For For
Pan Pacific
Retail
Properties, Charter amendment to
Inc. PNP 69806L104 5/6/04 3/5/04 Annual 2 declassify the Board Issuer Yes For For
Pan Pacific Charter amendment to
Retail increase the ownership
Properties, limit of the company's
Inc. PNP 69806L104 5/6/04 3/5/04 Annual 3 common stock Issuer Yes For For
Hospitality
Properties Election of one (1)
Trust HPT 44106M102 5/11/04 3/16/04 Annual 1 director Issuer Yes For For
HRPT
Properties Election of one (1)
Trust HPT 40426W101 5/11/04 3/16/04 Annual 1 directors Issuer Yes For For
Eastman Kodak Election of three (3)
Company EK 277461109 5/12/04 3/15/04 Annual 1 directors Issuer Yes For For
Eastman Kodak Ratification of election
Company EK 277461109 5/12/04 3/15/04 Annual 2 of independent accountants Issuer Yes For For
Re-approval of material
terms of the performance
goals of the 2000 omnibus
Eastman Kodak long-term compensation
Company EK 277461109 5/12/04 3/15/04 Annual 3 plan Issuer Yes Against Against
Shareholder proposal
Eastman Kodak requesting adoption of
Company EK 277461109 5/12/04 3/15/04 Annual 4 chemicals policy Holder Yes Against For
Shareholder proposal
requesting limits on
Eastman Kodak compensation on certain
Company EK 277461109 5/12/04 3/15/04 Annual 5 executives Holder Yes Against For
First
Industrial
Realty Trust, Election of two (2)
Inc. FR 32054K103 5/12/04 3/22/04 Annual 1 directors Issuer Yes For For
Ratification of the
First selection of
Industrial PricewaterhouseCoopers
Realty Trust, LLP as the company's
Inc. FR 32054K103 5/12/04 3/22/04 Annual 2 independent auditors Issuer Yes For For
Election of seventeen
Unilever N.V. UN 904784709 5/12/04 3/18/04 Annual 1 (17) directors Issuer Yes For For
Adoption of the annual
accounts and
appropriation profit for
Unilever N.V. UN 904784709 5/12/04 3/18/04 Annual 2 the 2003 fiscal year Issuer Yes For For
Discharge of the members
Unilever N.V. UN 904784709 5/12/04 3/18/04 Annual 3 of the Board of Directors Issuer Yes For For
Corporate Governance and
alterations to the
Unilever N.V. UN 904784709 5/12/04 3/18/04 Annual 4 Articles of Association Issuer Yes For For
Renumeration of
Unilever N.V. UN 904784709 5/12/04 3/18/04 Annual 7 non-executive directors Issuer Yes For For
Appointment of auditors
for the 2004 financial
Unilever N.V. UN 904784709 5/12/04 3/18/04 Annual 8 year Issuer Yes For For
Designation, in
accordance with Articles
96 and 96A of Book 2 of
the Netherlands Civil
Code, of the Board of
Directors as the Company
body authorized in
respect of the issue of
Unilever N.V. UN 904784709 5/12/04 3/18/04 Annual 9 shares in the Company Issuer Yes For For
Authorization, in
accordance with Article
98 of Book 2 of the
Netherlands Civil Code,
of the Board of Directors
to purchase shares in the
company and depositary
Unilever N.V. UN 904784709 5/12/04 3/18/04 Annual 10 receipts therefor Issuer Yes For For
Authorization, in
accordance with Article
119 of Book 2 of the
Netherlands Civil Code,
of the Board of Directors
to determine a
registration time for the
exercise of the rights to
attend the general
meeting and to vote
Unilever N.V. UN 904784709 5/12/04 3/18/04 Annual 11 thereat Issuer Yes For For
MGIC
Investment Election of three (3)
Corporation MTG 552848103 5/13/04 3/15/04 Annual 1 directors Issuer Yes For For
Ratify the appointment of
PricewaterhouseCoopers
MGIC LLP as the independent
Investment accountants of the
Corporation MTG 552848103 5/13/04 3/15/04 Annual 2 corporation Issuer Yes For For
Providian
Financial Election of four (4)
Corporation PVN 74406A102 5/13/04 3/15/04 Annual 1 directors Issuer Yes For For
Providian Ratification of
Financial appointment of
Corporation PVN 74406A102 5/13/04 3/15/04 Annual 2 independent auditors Issuer Yes For For
The First
American Election of thirteen (13)
Corporation FAF 318522307 5/13/04 3/24/04 Annual 1 directors Issuer Yes For For
Archstone-Smith Election of four (4)
Realty Trust ASN 039583109 5/20/04 3/26/04 Annual 1 directors Issuer Yes For For
Ratification of
appointment of KPMG LLP
Archstone-Smith as auditors for current
Realty Trust ASN 039583109 5/20/04 3/26/04 Annual 2 fiscal year Issuer Yes For For
Shareholder proposal
Archstone-Smith regarding Severance
Realty Trust ASN 039583109 5/20/04 3/26/04 Annual 3 Agreements Holder Yes Against For
Election of three (3) Withold
Safeway Inc. SWY 786514208 5/20/04 3/25/04 Annual 1 directors Issuer Yes #1 Against
Appointment of Deloitte &
Touche LLP as auditors
Safeway Inc. SWY 786514208 5/20/04 3/25/04 Annual 2 for fiscal 2004 Issuer Yes For For
Approval of and amendment
to Certificate of
Incorporation to
eliminate classification
Safeway Inc. SWY 786514208 5/20/04 3/25/04 Annual 3 of directors Issuer Yes For For
Approval of stock option
exchange program for
Safeway Inc. SWY 786514208 5/20/04 3/25/04 Annual 4 employees Issuer Yes Against Against
Stockholder proposal
regarding independent
director as chairman of
Safeway Inc. SWY 786514208 5/20/04 3/25/04 Annual 5 board Holder Yes Against For
Stockholder proposal
regarding cumulative
Safeway Inc. SWY 786514208 5/20/04 3/25/04 Annual 6 voting Holder Yes Against For
Stockholder proposal
regarding report on
impact of genetically
Safeway Inc. SWY 786514208 5/20/04 3/25/04 Annual 7 engineered food Holder Yes Against For
Stockholder proposal
regarding sustainability
Safeway Inc. SWY 786514208 5/20/04 3/25/04 Annual 8 report Holder Yes Against For
Stockholder proposal
regarding political
contribution and
Safeway Inc. SWY 786514208 5/20/04 3/25/04 Annual 9 participation report Holder Yes Against For
Stockholder proposal
regarding expensing stock
Safeway Inc. SWY 786514208 5/20/04 3/25/04 Annual 10 options Holder Yes For Against
YUM! Brands, Election of three (3)
Inc. YUM 988498101 5/20/04 3/22/04 Annual 1 directors Issuer Yes For For
Approval of the proposal
to approve the company's
YUM! Brands, executive incentive
Inc. YUM 988498101 5/20/04 3/22/04 Annual 2 compensation plan Issuer Yes Against Against
YUM! Brands, Ratification of
Inc. YUM 988498101 5/20/04 3/22/04 Annual 3 independent auditors Issuer Yes For For
Shareholder proposal
YUM! Brands, relating to smoke-free
Inc. YUM 988498101 5/20/04 3/22/04 Annual 4 facilities Holder Yes For Against
Shareholder proposal
YUM! Brands, relating to a
Inc. YUM 988498101 5/20/04 3/22/04 Annual 5 sustainability report Holder Yes Against For
Shareholder proposal
YUM! Brands, relating to the macbride
Inc. YUM 988498101 5/20/04 3/22/04 Annual 6 principles Holder Yes Against For
Shareholder proposal
YUM! Brands, relating to a genetically
Inc. YUM 988498101 5/20/04 3/22/04 Annual 7 engineered food report Holder Yes Against For
Shareholder proposal
YUM! Brands, relating to an animal
Inc. YUM 988498101 5/20/04 3/22/04 Annual 8 welfare standards report Holder Yes Against For
Alliant Energy Election of five (5)
Corporation LNT 018802108 5/21/04 4/1/04 Annual 1 directors Issuer Yes For For
Proposal to amend the
Restated Articles of
Incorporation to increase
Alliant Energy the number of authorized
Corporation LNT 018802108 5/21/04 4/1/04 Annual 2 shares to 240,000,000 Issuer Yes For For
Election of thirteen (13)
AON Corporation AON 037389103 5/21/04 3/24/04 Annual 1 directors Issuer Yes For For
Ratification of
appointment of Ernst &
Young LLP as independent
AON Corporation AON 037389103 5/21/04 3/24/04 Annual 2 auditors Issuer Yes For For
Pepsi Bottling Election of ten (10)
Group, Inc. PBG 713409100 5/26/04 3/29/04 Annual 1 directors Issuer Yes For For
Pepsi Bottling Approval of the PBG 2004
Group, Inc. PBG 713409100 5/26/04 3/29/04 Annual 2 Long-Term Incentive Plan Issuer Yes Against Against
Pepsi Bottling Ratification of
Group, Inc. PBG 713409100 5/26/04 3/29/04 Annual 3 independent auditors Issuer Yes For For
Post
Properties, Election of three (3)
Inc. PPS 737464107 5/27/04 3/26/04 Annual 1 directors Issuer Yes For For
Post Approve the amendment to
Properties, the Bylaws to declassify
Inc. PPS 737464107 5/27/04 3/26/04 Annual 2 the Board Issuer Yes For For
Approve the shareholder
Post proposal regarding
Properties, shareholder approval of
Inc. PPS 737464107 5/27/04 3/26/04 Annual 3 director compensation Issuer Yes Against For
Scudder RREEF
Real Estate Election of three (3)
Fund II-PFD SRO 81119R504 6/4/04 4/12/04 Annual 1 directors Issuer Yes For For
SIGNATURES
Pursuant to the requirements of 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.
By (Signature and Title)*: /s/ Stephen C. Miller
Stephen C. Miller, President
(Principal Executive Officer)
*Print the name and title of each signing officer under his or her signature.