<DOCUMENT>
<TYPE>EX-99.2R
<SEQUENCE>33
<FILENAME>ex2-r.txt
<DESCRIPTION>EXHIBIT 2(R)
<TEXT>

<PAGE>

EXHIBIT (r)
CODE OF ETHICS

                         BOULDER TOTAL RETURN FUND, INC.
                       BOULDER GROWTH & INCOME FUND, INC.
                       BOULDER INVESTMENT ADVISERS, L.L.C.
                           STEWART INVESTMENT ADVISERS

                              AMENDED AND RESTATED

                                 CODE OF ETHICS

I.   Introduction

     A.   General Principles

          This Code of Ethics ("Code") establishes rules of conduct for "Covered
          Persons" (as defined herein) of the Boulder Total Return Fund, Inc.
          ("BTF"), Boulder Growth & Income Fund, Inc. (formerly known as USLIFE
          Income Fund, Inc.), ("BIF"), and collectively, the "Funds", Boulder
          Investment Advisers, L.L.C. and Stewart Investment Advisers (each an
          "Adviser" and together the "Advisers") and is designed to govern the
          personal securities activities of Covered Persons. In general, in
          connection with personal securities transactions, Covered Persons
          should (1) always place the interests of the Funds' shareholders
          first; (2) ensure that all personal securities transactions are
          conducted consistent with this Code and in such a manner as to avoid
          any actual or potential conflict of interest or any abuse of a Covered
          Person's position of trust and responsibility; and (3) not take
          inappropriate advantage of their positions.

     B.   Applicability

          For purposes of this Code, "Covered Person" shall mean:

          1.   Any officer or employee of the Funds or officer, employee or
               Director of any Adviser, or of any company in a control
               relationship to the Funds or any Adviser who, in connection with
               his or her regular functions or duties, makes, participates in or
               obtains information regarding the purchase or sale of securities
               by the Funds or whose functions relate to the making of any
               recommendation to the Funds regarding the purchase or sale of
               securities, or any natural person in a control relationship to
               the Funds or any Adviser who obtains information concerning
               recommendations made to the Funds with regard to the purchase or
               sale of a security (collectively, an "Advisory Person"),
               including the person or persons




<PAGE>

               with the direct responsibility and authority to make investment
               decisions affecting the Fund (the "Portfolio Manager"); and

          2.   Any Director of the Funds.

          This Code shall not apply to any director, officer, or other person if
          such individual is required to comply with another organization's code
          of ethics which has been approved by the Board of Directors of the
          Fund pursuant to Rule 17j-1 under the Investment Company Act of 1940,
          as amended (the "1940 Act").

          [Note: This code does not cover any Principal Underwriter and
          affiliated persons.]

II.  Restrictions on Activities

     A.   Blackout Periods

          1.   No Advisory Person shall purchase or sell, directly or
               indirectly, any security in which he or she has, or by reason of
               such transaction acquires, any direct or indirect beneficial
               ownership (as defined in Attachment A to this Code) on a day
               during which the Funds have a pending "buy" or "sell" order in
               that same security until that order is executed or withdrawn.

          2.   No Portfolio Manager shall purchase or sell, directly or
               indirectly, any security in which he or she has, or by reason of
               such transaction acquires, any direct or indirect beneficial
               ownership (as defined in Attachment A to this Code) within (i)
               seven (7) calendar days before and one (1) calendar day after the
               Funds trade in that security with respect to Matching
               Transactions and (ii) seven (7) calendar days before and seven
               (7) calendar days after with respect to Non-Matching
               Transactions. The term "Matching Transaction" shall mean a
               buy-buy or sell-sell transaction where the Funds purchase and the
               Portfolio Manager purchases the same security or the Funds sell
               and the Portfolio Manager sells the same security. The term
               "Non-Matching Transaction" shall mean a buy-sell or sell-buy
               transaction where the Funds purchase and the Portfolio Manager
               sells the same security, or the Funds sell and the Portfolio
               Manager purchases the same security.

     B.   Interested Transactions

          No Covered Person shall recommend any securities transactions by the
          Funds without having disclosed his or her interest, if any, in such
          securities or the issuer




<PAGE>

          thereof, including without limitation:

          a.   any direct or indirect beneficial ownership (as defined in
               Attachment A to this Code) of any securities of such issuer;

          b.   any contemplated transaction by such person in such securities;

          c.   any position with such issuer or its affiliates; and

          d.   any present or proposed business relationship between such issuer
               or its affiliates and such person or any party in which such
               person has a significant interest.

     C.   Initial Public Offerings

          No Advisory Person shall acquire, directly or indirectly, beneficial
          ownership of any securities in an initial public offering without the
          prior approval of the Designated Supervisory Person (as hereinafter
          defined). Prior to granting any such approval, the Designated
          Supervisory Person will carefully review information provided by such
          Advisory Person on a Preclearance Approval Form (see Exhibit B)
          containing full details of the proposed transaction. The Designated
          Supervisory Person shall take into consideration, among other factors,
          whether the investment opportunity should be reserved for the Funds
          and their respective shareholders, whether the opportunity is being
          offered to the Advisory Person as a reward for prior business, or
          otherwise by virtue of his or her position with the Funds, and whether
          it would be reasonable to expect that the Advisory Person's future
          investment decisions for the Funds will continue to be based solely on
          the best interest of the Funds' respective shareholders. Purchases of
          initial public offerings of volatile securities which are difficult to
          obtain, such as certain common stocks, will ordinarily not be
          approved. In contrast, purchases of generally available initial public
          offerings of less volatile securities such as municipal bonds in which
          the Funds do not customarily invest would usually be approved.

     D.   Private Placements

          No Advisory Person shall acquire, directly or indirectly, beneficial
          ownership of any securities in a private placement without the prior
          approval of the Designated Supervisory Person. Prior to granting any
          such approval, the Designated Supervisory Person will carefully review
          information provided by such Advisory Person on a Preclearance
          Approval Form (see Exhibit B) containing full details of the proposed
          transaction. The Designated Supervisory Person shall take into
          consideration, among




<PAGE>

          other factors, whether the investment opportunity should be reserved
          for the Fund and its shareholders, whether the opportunity is being
          offered to the Advisory Person as a reward for prior business, or
          otherwise by virtue of his or her position with the Funds, and whether
          it would be reasonable to expect that the Advisory Person's future
          investment decisions for the Funds will continue to be based solely on
          the best interest of the Funds' respective shareholders. Advisory
          Persons who have acquired securities in a private placement shall
          disclose that investment (i) when they play a part in the Funds'
          subsequent consideration of an investment in the issuer, or (ii)
          otherwise prior to any investment by the Funds when such Advisory
          Person knows or should know of the Funds' planned investment. In such
          circumstances, the Funds' decision to purchase securities of the
          issuer will be subject to an independent review by Advisory Persons
          with no personal interest in the issuer.

     E.   Gifts

          No Advisory Person shall receive any gift or other things of more than
          de minimis value i.e., totaling $250 in any 12-month period, from any
          person or entity that does business with or on behalf of the Funds,
          other than reasonable business-related meals or tickets to sporting
          events, theater or similar activities.

     F.   Service as a Director

          No Advisory Person shall serve on the board of directors of any
          publicly traded company without prior authorization from a committee
          comprised of the Designated Supervisory Person and any one
          non-interested director (the "Compliance Committee") based upon a
          determination that such board service would be consistent with the
          interests of the Funds and their respective shareholders. If such
          service is authorized, the Advisory Person will be isolated from
          making investment decisions relating to such service through the
          implementation of appropriate "Chinese Wall" procedures established by
          the Compliance Committee.

III. Exempt Transactions

     A.   For purposes of this Code, the term "security" shall not include the
          following:

          1.   securities issued or guaranteed as to principal or interest by
               the Government of the United States or its instrumentalities;

          2.   bankers' acceptances;

          3.   bank certificates of deposit;

          4.   commercial paper and similar high quality short-term debt
               instruments, including repurchase agreements; and




<PAGE>

          5.   shares of registered open-end investment companies.

          "Security" shall include options, futures contracts as well as
          "related securities," such as convertible securities and warrants.

     B.   The prohibitions described in paragraph (A) of Article II shall not
          apply to:

          1.   Purchases or sales effected in any account over which the Covered
               Person has no direct or indirect influence or control;

          2.   Purchases or sales that are non-volitional on the part of the
               Covered Person;

          3.   Purchases that are part of an automatic dividend reinvestment
               plan;

          4.   Purchases effected upon the exercise of rights issued by an
               issuer pro rata to all holders of a class of its securities, to
               the extent such rights were acquired from the issuer, and sales
               of such rights so acquired; or

          5.   Subject to the advance approval by a Designated Supervisory
               Person (as defined below) purchases or sales which are only
               remotely potentially harmful to the Fund because such purchases
               or sales would be unlikely to affect a highly institutional
               market, or because such purchases or sales are clearly not
               related economically to the securities held, purchased or sold by
               the Fund.

IV.  Compliance Procedures

     A.   1. Preclearance - Generally

          Subject to paragraphs B (Reporting) and D (Certification of
          Compliance) below, a Covered Person may directly or indirectly acquire
          or dispose of beneficial ownership of a security (collectively
          referred to herein as a "Transaction"), including shares of the Funds,
          only if (1) such Transaction has been approved by the Supervisory
          Person designated by the Board of Directors of the Funds or, in the
          case of any other supervisory person employed by an Adviser, by such
          Adviser and approved by the Board of Directors of the Funds (the
          "Designated Supervisory Person"), (2) the approved Transaction is
          completed within a thirty (30) day period (or in the case of a
          Transaction in shares of the Funds, a seven (7) day period) after such
          approval is received and (3) the Designated Supervisory Person has not
          rescinded such approval prior to execution of the Transaction.




<PAGE>

          The term "Covered Person" applies to the Adviser, the Sub-Adviser,
          those persons identified in "Schedule ___", attached hereto and their
          immediate family members or "significant others", and all Horejsi
          Affiliates, as defined in the Policies and Procedures Manual of the
          Fund.

          2. Rescission of Transaction. Notwithstanding a Covered Person's
          receiving the foregoing prior approval of a Transaction, such Covered
          Person may nonetheless be required to rescind any Transaction in any
          security in which the Funds have made a trade, if the Covered Person's
          Transaction is not effected within 48 hours of the pre-clearance and
          it occurs within seven (7) calendar days of the Funds' transaction in
          the same security or a related security. Such rescission may be
          required whether or not notice of the Funds' purchase or sale was
          given to the Covered Person.

          3. Blanket Preclearances. The Designated Supervisory Person may from
          time to time issue blanket pre-clearances to any and all Covered
          Persons for specific securities or limited classes of securities if
          the stated policy of the Funds is to avoid such specific securities or
          limited classes of securities because they are inappropriate
          investments given the stated investment philosophy of the respective
          Fund (e.g., specific high-tech or dot-com stocks, common stock,
          including RICs and REITs, having a market-cap of less than $100
          million, and/or RICs and REITs after the Fund has completed its buying
          program in such securities). Notwithstanding the grant of a blanket
          pre-clearance, such pre-clearance may be rescinded at any time by the
          Designated Supervisory Person and any Transactions with respect to a
          security that is the subject of a blanket pre-clearance may be subject
          to rescission under circumstances contemplated in paragraph (2) above
          (i.e., if a Transaction in the pre-cleared security occurs within 7
          days of a transaction in the same security or a related security by
          the Funds).

          Transactions for which pre-clearance has been given under Sections 1
          and 3 above remain subject to the reporting requirements of this Code.
          Neither the Funds, nor the Supervisory Person shall be responsible for
          any loss or expense or other adverse consequences arising from a
          rescission of a Transaction for which pre-clearance had been given;
          and any gains on a rescinded Transaction shall be donated to a charity
          selected by the Adviser.

          4. "De Minimus" Transactions. The pre-clearance requirements of this
          Code shall not apply to "de minimus" transactions, defined as any
          purchase or sale of a security by an Access Person who is not also
          buying or selling the same security or a related security for the
          Funds, and




<PAGE>

          which:

               a. Is issued by a company with a market capitalization of at
               least $1 billion and has an average daily trading volume of at
               least 100,000 shares; and

               b. Involves no more than 100 shares or units, regardless of the
               dollar amount of the transaction, or any number of shares or
               units having a value of no more than $5,000.

          If, during any two consecutive calendar quarters, aggregate purchase
          or sale transactions by the Access Person in shares or units of the
          same issuer exceed 300 shares or units or a cumulative purchase value
          of $15,000, whichever is the last to occur, subsequent transactions in
          the issuer's securities shall no longer be regarded as "de minimus"
          transactions. Within three business days of the transaction which
          causes a limit of 300 shares or units or $15,000 to be exceeded, the
          Access Person shall notify the Designated Supervisory Person of the
          occurrence of the transaction. Transactions in the applicable issuer's
          securities during the next 12 months will be subject to the
          pre-clearance provisions of this Code. De minimus transactions remain
          subject to all provisions of this Code other than the pre-clearance
          requirements.

          In order to facilitate the foregoing preclearance procedures:

          1.   A Trading Approval Form, attached as Exhibit A, must be completed
               and submitted to the Designated Supervisory Person prior to any
               decision to approve a transaction.

          2.   After reviewing the proposed trade and the level of potential
               investment interest on behalf of the Funds in the security in
               question, and the Funds' restricted lists, if any, the Designated
               Supervisory Person shall approve (or disapprove) a trading order
               as expeditiously as possible. The Designated Supervisory Person
               will generally approve transactions described below unless the
               security in question or a related security is on the Restricted
               List or the Designated Supervisory Person believes for any other
               reason that the Covered Person should not trade in such security
               at such time:

               a.   Non-convertible fixed income securities rated at least "A";

               b.   Equity Securities of a class having a market capitalization
                    in excess of $5 billion if the




<PAGE>

                    transaction in question and the aggregate amount of such
                    Securities and any related Securities purchased and sold for
                    the Covered Person in question during the preceding 60 days
                    does not exceed (x) $10,000 or (y) 100 shares or (z) 1% of
                    the trading volume in the shares over the previous 4
                    calendar weeks; and

               c.   Municipal Securities.

          3.   In the absence of the Designated Supervisory Person, a Covered
               Person may submit his or her Trading Approval Form to a designee
               of the Designated Supervisory Person if the Designated
               Supervisory Person in his sole discretion wishes to appoint one.
               Trading approval for the Designated Supervisory Person must be
               obtained from a designated supervisory person for the Designated
               Supervisory Person.

          4.   In rendering approvals, the Designated Supervisory Person shall
               consider information contained in previously submitted Trading
               Approval Forms and any initial, quarterly and annual disclosure
               certifications previously submitted by the Covered Person, in
               order to generally consider that person's trading activities with
               a view to ensuring that all Covered Persons are complying with
               the spirit as well as the detailed requirements of this Code.

     B.   Reporting

          1.   Initial Holdings Reports. No later than 10 calendar days after
               the person becomes a Covered Person, the following information
               shall be submitted by each Covered Person to the Designated
               Compliance Person in an Initial Holdings Report in the form set
               forth as Exhibit C:

               a.   The title, number of shares and principal amount of each
                    Covered Security in which the Covered Person had any direct
                    or indirect beneficial ownership when the person became a
                    Covered Person;

               b.   The name of any broker, dealer or bank with whom the Covered
                    Person maintained an account in which any securities were
                    held for the direct or indirect benefit of the Covered
                    Person as of the date the person became a Covered Person;
                    and

               c.   The date that the report is submitted by the Covered Person

          2.   Quarterly Transaction Reports. Every Covered Person




<PAGE>

               must make a quarterly transaction report covering each non-exempt
               transaction by which the Covered Person acquires any direct or
               indirect beneficial ownership (as defined in Exhibit A to this
               Code) of a security, provided, however, that a Covered Person
               shall not be required to make a report with respect to any
               transaction effected for any account over which such person does
               not have any direct or indirect influence or control or which
               would duplicate information recorded pursuant to Rules
               204-2(a)(12) or 204-2(a)(13) under the Investment Advisers Act of
               1940, as amended.

               A Covered Person must submit the quarterly transaction report
               (see Exhibit D) to the Designated Supervisory Person no later
               than 10 days after the end of the calendar quarter in which the
               transaction to which the report relates was effected. Each report
               must contain the following information:

               a.   The date of the transaction, the title, the interest rate
                    and maturity date (if applicable) and the number of shares,
                    and the principal amount of each security involved:

               b.   The nature of the transaction (i.e., purchase, sale or other
                    acquisition or disposition);

               c.   The price at which the transaction was effected;

               d.   The name of the broker, dealer or bank with or through whom
                    the transaction was effected; and

               e.   The date that the report is submitted.

               With respect to any account established by a Covered Person
               during the quarter for the direct or indirect benefit of the
               Covered Person, the Covered Person shall report:

               1.   The name of the broker, dealer or bank with whom the Covered
                    Person established the account;

               2.   The date the account was established; and

               3.   The date that the report is submitted by the Covered Person.

               Any broker or futures commission merchant through which a
               transaction is effected shall be directed by the Covered Person
               to supply to the Designated Supervisory Person, on a timely
               basis, duplicate confirmations and monthly brokerage statements
               for all securities accounts.




<PAGE>

          3.   Annual Holdings Reports. Annually, the following information
               (which information must be current as of a date no more than 30
               calendar days before the report is submitted):

               a.   The title, number of shares and principal amount of each
                    Security in which the Covered Person had any direct or
                    indirect beneficial ownership;

               b.   The name of any broker, dealer or bank with whom the Covered
                    Person maintains an account in which any securities are held
                    for the direct or indirect benefit of the Covered Person;
                    and

               c.   The date that the report is submitted by the Covered Person.

          4.   Disclaiming Beneficial Ownership. Any report submitted to comply
               with the requirements of this Section IV.B. may contain a
               statement that the report shall not be construed as an admission
               by the person making such report that such person has any direct
               or indirect beneficial ownership (as defined in Exhibit A) in the
               securities to which the report relates.

     C.   Non-Interested Directors and Covered Persons Not Affiliated with any
          of the Funds' Investment Advisers

          1.   Any person who is a Covered Person by virtue of being (i) a
               Director of the Funds, but who is not an "interested person" (as
               defined in the 1940 Act) of the Funds (an "Independent Director")
               shall be required to comply with Sections IV.A. (Preclearance)
               and Section IV.B.2. (Quarterly Transaction Reports) above, or
               (ii) an officer of the Funds, but is not an Advisory Person and
               is not an affiliate of any Adviser, shall be required to comply
               with Section IV.A. (Preclearance) above, with respect to a
               transaction only if such person, at the time of that transaction,
               knew, or in the ordinary course of fulfilling his or her official
               duties should have known, that during the 15-day period
               immediately preceding the date of the transaction by such person,
               the security such person purchased or sold is or was purchased or
               sold by the Funds or was being considered for purchase or sale by
               the Funds. In addition, Independent Directors are not required to
               submit the Initial Holdings Reports and Annual Holdings Reports
               required by Sections IV.B.1 and 3 above.

          2.   Notwithstanding Section IV.C.1 above, any Independent Director
               shall be required to comply with Section




<PAGE>

               IV.A. (Preclearance) above, with respect to all purchases or
               sales of the Funds' shares at all times.

     D.   Certification of Compliance

          Each Covered Person is required to certify annually that he or she has
read and understood the Fund's' Code and recognizes that he or she is subject to
such Code. Further, each Covered Person is required to certify annually that he
or she has complied with all the requirements of the Code and that he or she has
disclosed or reported all personal securities transactions required to be
disclosed or reported pursuant to the requirements of the Code.

     E.   Review by the Board of Directors

          No less frequently than annually, the Fund and each Adviser must
          furnish to the Funds' Board of Directors, and the Board of Directors
          must consider, a written report that:

          1.   Describes any issues arising under the Code or procedures since
               the last report to the Funds' Board of Directors, including, but
               not limited to, information about material violations of the Code
               or procedures and sanctions imposed in response to the material
               violations; and

          2.   Certifies that the Funds and each Adviser have adopted procedures
               reasonably necessary to prevent Covered Persons from violating
               the Code.

          The Board of Directors of the Funds, including a majority of
Independent Directors, must approve any material changes to the Code no later
than six months after adoption of the material change. The Board must base its
approval of any material changes to the Code on a determination that the Code
contains provisions reasonably necessary to prevent Covered Persons from
engaging in any conduct prohibited under Rule 17j-1 under the 1940 Act and the
Code.

          Before approving any amendment to the Code, the Board must receive a
          certification from each Fund and each Adviser that it has adopted
          procedures reasonably necessary to prevent Covered Persons from
          violating the Code.

V.   Sanctions

     Upon discovering that a Covered Person has not complied with the
     requirements of this Code, the Designated Supervisory Person shall submit
     findings to the Board of Directors, or any Compliance Committee. The Board
     or Compliance Committee may impose on that Covered Person whatever
     sanctions it deems appropriate, including, among other things, disgorgement
     of profits, censure, suspension or termination of employment. Any
     significant sanction imposed shall be reported to the Board of Directors in
     accordance with Section IV.E. above.




<PAGE>

VI.  Confidentiality

     All information obtained from any Covered Person hereunder shall be kept in
     strict confidence, except that reports of securities transactions hereunder
     may be made available to the Securities and Exchange Commission or any
     other regulatory or self-regulatory organization, and may otherwise be
     disclosed to the extent required by law or regulation.

VII. Other Laws, Rules and Statements of Policy

     Nothing contained in this Code shall be interpreted as relieving any
     Covered Person from acting in accordance with the provision of any
     applicable law, rule, or regulation or any other statement of policy or
     procedures governing the conduct of such person adopted by the Funds.

VIII. Further Information

     If any person has any questions with regard to the applicability of the
     provisions of this Code generally or with regard to any securities
     transaction or transactions such person should consult the Designated
     Supervisory Person.

IX.  Records

     The Funds and each Adviser must maintain the following records:

     1.   A copy of each Code of Ethics for the organization that is in effect,
          or any time within the past five years was in effect, must be
          maintained in an easily accessible place.

     2.   A record of any violation of the Code, and of any action taken as a
          result of the violation, must be maintained in an easily accessible
          place for at least five years after the end of the fiscal years in
          which the violation occurs.

     3.   A copy of each report made by a Covered Person as required by the
          Code, including any information provided in lieu of the quarterly
          reports, must be maintained for at least five years after the end of
          the fiscal year in which the report is made or the information is
          provided, the first two years in an easily accessible place.

     4.   A record of all persons, currently or within the past five years, who
          are or were required to make reports, or who were responsible for
          reviewing these reports, must be maintained in an easily accessible
          place.

     5.   A copy of each annual report to the Board of Directors must be
          maintained for at least five years after the end of the fiscal year in
          which it is made, the first two years in an easily accessible place.




<PAGE>

     6.   The Funds or an Advisor, as applicable, must maintain a record of any
          decision, and the reasons supporting the decision, to approve the
          acquisition by a Covered Person of IPOs or private placements, for at
          least five years after the end of the fiscal year in which the
          approval is granted.

Originally dated: January 20, 1995
Approved as amended: January 23, 1998
Approved as amended: January 15, 1999
Approved as amended: June 23, 2000
Approved as amended: January 23, 2002
Approved as amended: October 14, 2002




<PAGE>

Exhibit A

     The term "beneficial ownership" as used in the attached Code of Ethics (the
"Code") is to be interpreted by reference to Rule 16a-1(a)(2) under the
Securities Exchange Act of 1934 (the "Rule"), except that the determination of
direct or indirect beneficial ownership for purposes of the Code must be made
with respect to all securities that a Covered Person has or acquires. Under the
Rule, a person is generally deemed to have beneficial ownership of securities if
the person, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares a direct or indirect
pecuniary interest in the securities.

     The term "pecuniary interest" in particular securities is generally defined
in the Rule to mean the opportunity, directly or indirectly, to profit or share
in any profit derived from a transaction in the securities. A person is
refutably deemed to have an "indirect pecuniary interest" within the meaning of
the Rule in any securities held by members of the person's immediate family
sharing the same household, the term "immediate family" including any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
sister-in-law, as well as adoptive relationships. Under the Rule, an indirect
pecuniary interest also includes, among other things: a general partner's
proportionate interest in the portfolio securities held by a general or limited
partnership; a performance-related fee, other than an asset-based fee, received
by any broker, dealer, bank, insurance company, investment company, investment
adviser, investment manager, trustee or person or entity performing a similar
function; a person's right to dividends that is separated or separable from the
underlying securities; a person's interest in securities held by certain trusts;
and a person's right to acquire equity securities through the exercise or
conversion of any derivative security, whether or not presently exercisable, the
term "derivative security" being generally defined as any option, warrant,
convertible security, stock appreciation right, or similar right with an
exercise or conversion privilege at a price related to an equity security, or
similar securities with, or value derived from, the value of an equity security.
For purposes of the Rule, a person who is a shareholder of a corporation or
similar entity is not deemed to have a pecuniary interest in portfolio
securities held by the corporation or entity, so long as the shareholder is not
a controlling shareholder of the corporation or the entity and does not have or
share investment control over the corporation's or the entity portfolio.




<PAGE>

                                                                       Exhibit B

                         BOULDER TOTAL RETURN FUND, INC.
                       BOULDER GROWTH & INCOME FUND, INC.

                       PRE-CLEARANCE TRADING APPROVAL FORM

I, ___________________________________________________ (name), am a Covered
Person and seek Preclearance to engage in the transaction described below:

Acquisition or Disposition (circle one)

Name of Account:
                ------------------------------------
Account Number:
                ------------------------------------
Date of Request:
                ------------------------------------
Security:
         -------------------------------------------
Amount or # of Shares:
                       -----------------------------
Broker:
        --------------------------------------------

If the transaction involves a Security that is not publicly traded, a
description of proposed transaction, source of investment opportunity and any
potential conflicts of interest:

I hereby certify that, to the best of my knowledge, the transaction described
herein is not prohibited by the Funds' Code of Ethics dated June 23, 2000 and
that the opportunity to engage in the transaction did not arise by virtue of my
activities on behalf of any Client.


Signature:
           -----------------------------------------
Print Name:
            ----------------------------------------

Approved or Disapproved (Circle One)

Date of Approval:


Signature:
           -----------------------------------------
Print Name:
            ----------------------------------------

If approval is granted, please forward this form to the trading desk (or if a
third party broker is permitted, to the Designated Supervisory Person) for
immediate execution.




<PAGE>

                                                                       Exhibit C

                         BOULDER TOTAL RETURN FUND, INC.
                       BOULDER GROWTH & INCOME FUND, INC.

                             INITIAL HOLDINGS REPORT

Report Submitted by:
                    ------------------------------------------------------------
                                          Print Your Name

          The following table supplies the information required by Section IV(B)
of the Code of Ethics dated June 23, 2000 for the period specified below.

<TABLE>
<CAPTION>
                                                          Name of the Broker/Dealer    Nature of
Securities (Name and   Quantity of   Price Per Share or   with or through whom the    Ownership of
Symbol)                Securities        Other Unit          Securities are Held       Securities
-------                -----------   ------------------   -------------------------   ------------
<S>                    <C>           <C>                  <C>                         <C>
</TABLE>

To the extent specified above, I hereby disclaim beneficial ownership of any
security listed in this Report or in brokerage statements or transaction
confirmations provided by you.

--------------------------------------------------------------------------------


I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT TO THE BEST
OF MY KNOWLEDGE THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT FOR
THE PERIOD OF __________, _____ THROUGH ____________, _____.


Signature:
           -------------------------

Position:
           -------------------------

Date:
           -------------------------




<PAGE>

                                                                       Exhibit D

                         BOULDER TOTAL RETURN FUND, INC.
                       BOULDER GROWTH & INCOME FUND, INC.

                          QUARTERLY TRANSACTION REPORT

Report Submitted by:
                    ------------------------------------------------------------
                                          Print Your Name

          This transaction report (the "Report") is submitted pursuant to
Section IV(B) of the Code of Ethics of the Fund and supplies information with
respect to transactions in any Security in which you may be deemed to have, or
by reason of such transaction acquire, any direct or indirect beneficial
ownership interest for the period specified below. If you were not employed by
us during this entire period, amend the dates specified below to cover your
period of employment.

          Unless the context otherwise requires, all terms used in the Report
shall have the same meaning as set forth in the Code of Ethics dated June 23,
2000.

          If you have no reportable transactions, sign and return this page
only. If you have reportable transactions, complete, sign and return page 2 and
any attachments.

--------------------------------------------------------------------------------

          I HAD NO REPORTABLE SECURITIES TRANSACTIONS DURING THE PERIOD
__________, 2000 THROUGH _________, _______. I CERTIFY THAT I AM FULLY FAMILIAR
WITH THE CODE OF ETHICS AND THAT TO THE BEST OF MY KNOWLEDGE THE INFORMATION
FURNISHED IN THIS REPORT IS TRUE AND CORRECT.


Signature:
           -------------------------

Position:
           -------------------------

Date:
           -------------------------




<PAGE>

                                                                          Page 2

                         BOULDER TOTAL RETURN FUND, INC.
                       BOULDER GROWTH & INCOME FUND, INC.

                          QUARTERLY TRANSACTION REPORT

Report Submitted by:
                    ------------------------------------------------------------
                                          Print Your Name

          The following table supplies the information required by Section
IV(C) of the Code of Ethics dated June 23, 2000 for the period specified below.
Transactions reported on brokerage statements or duplicate confirmations
actually received by the Designated Supervisory Person do not have to be listed
although it is your responsibility to make sure that such statements or
confirmations are complete and have been received in a timely fashion.

<TABLE>
<CAPTION>
                                                                                    Name of the
                           Whether Purchase,                                       Broker/Dealer
                           Sale, Short Sale,                                      with or through
Securities                 or Other Type of                                          whom the        Nature of
(Name and      Date of       Disposition or    Quantity of   Price Per Share or   Transaction Was   Ownership of
Symbol)      Transaction      Acquisition       Securities       Other Unit          Effected        Securities
-------      -----------   -----------------   -----------   ------------------   ---------------   ------------
<S>          <C>           <C>                 <C>           <C>                  <C>               <C>
</TABLE>

          To the extent specified above, I hereby disclaim beneficial ownership
of any security listed in this Report or in brokerage statements or transaction
confirmations provided by you.

--------------------------------------------------------------------------------

          I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT TO
THE BEST OF MY KNOWLEDGE THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND
CORRECT FOR THE PERIOD OF _________, ____ THROUGH ___________, _____.


Signature:
           -------------------------

Position:
           -------------------------

Date:
           -------------------------




<PAGE>

Exhibit E

                         BOULDER TOTAL RETURN FUND, INC.
                       BOULDER GROWTH & INCOME FUND, INC.

                             ANNUAL HOLDINGS REPORT

Report Submitted by:
                    ------------------------------------------------------------
                                          Print Your Name

          The following table supplies the information required by Section IV(B)
of the Code of Ethics dated June 23, 2000 for the period specified below.

<TABLE>
<CAPTION>
                                                          Name of the Broker/Dealer    Nature of
Securities (Name and   Quantity of   Price Per Share or   with or through whom the    Ownership of
Symbol)                Securities        Other Unit       Transaction was Effected     Securities
-------                -----------   ------------------   -------------------------   ------------
<S>                    <C>           <C>                  <C>                         <C>
</TABLE>

     To the extent specified above, I hereby disclaim beneficial ownership of
any security listed in this Report or in brokerage statements or transaction
confirmations provided by you.

--------------------------------------------------------------------------------

     I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT TO THE
BEST OF MY KNOWLEDGE THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND
CORRECT FOR THE PERIOD OF __________, ____ THROUGH ____________, _____.


Signature:
           -------------------------

Position:
           -------------------------

Date:
           -------------------------




<PAGE>

                                                                       Exhibit F

                         BOULDER TOTAL RETURN FUND, INC.
                       BOULDER GROWTH & INCOME FUND, INC.

                     ANNUAL CERTIFICATION OF CODE OF ETHICS

          I (a Covered Person) hereby certify that I have read and understood
the Code of Ethics of Boulder Total Return Fund, Inc. dated June 23, 2000 and
recognize that I am subject to its provisions. In addition, I hereby certify
that I have complied with the requirements of the Code of Ethics and that I have
disclosed or reported all personal Securities transactions required to be
disclosed or reported under the Code of Ethics.


Signature:
           -------------------------

Position:
           -------------------------

Date:
           -------------------------




</TEXT>
</DOCUMENT>
