<DOCUMENT>
<TYPE>EX-99.2R
<SEQUENCE>16
<FILENAME>amendedcoe101504final.txt
<DESCRIPTION>EXHIBIT (2)(R) CODE OF ETHICS
<TEXT>
EXHIBIT 99.(2)(r)
CODE OF ETHICS OF THE FUND


[GRAPHIC OMITTED - Boulder Funds]

                                             BOULDER INVESTMENT ADVISERS, L.L.C.
                           1680 38TH STREET, SUITE 800 - BOULDER, COLORADO 80301
                                 TELEPHONE (303)444-5483 FACSIMILE (303)245-0420
                                                EMAIL: SCMILLER@BOULDERFUNDS.NET


                         BOULDER TOTAL RETURN FUND, INC.
                       BOULDER GROWTH & INCOME FUND, INC.
                           FIRST FINANCIAL 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"),  First  Financial Fund, Inc. ("FF") and
          collectively,  the "Funds",  Boulder Investment  Advisers,  L.L.C. and
          Stewart  Investment  Advisers  (each an  "Adviser"  and  together  the
          "Advisers") and is reasonably designed to prevent Covered Persons from
          (i)  employing  any  device,  scheme or artifice to defraud the Funds;
          (ii)  making any untrue  statement  of  material  fact to the Funds or
          omitting  to  state a  material  fact  necessary  in order to make the
          statements  made to the  Funds,  in light of the  circumstances  under
          which  they are  made,  not  misleading;  (iii)  engaging  in any act,
          practice or course of  business  that  operates or would  operate as a
          fraud or deceit on the Funds;  and (iv)  engaging in any  manipulative
          practice  with  respect to the Funds.  The Code  governs the  personal
          securities activities of Covered Persons. In general,  Covered Persons
          should  (i) always  place the  interests  of the  Funds'  shareholders
          first;  (ii)  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 (iii) not take
          inappropriate  advantage of their positions.  In addition, all Covered
          Persons  must comply with all Federal  Securities  Laws (as defined in
          Rule 204A-1 under the  Investment  Advisers Act of 1940) as they apply
          to investment companies and investment advisers, and any rules adopted
          thereunder,  and are  expected to adhere to the highest  standards  of
          professional and ethical conduct and should be sensitive to situations
          that may give rise to an actual conflict or the appearance of conflict
          with the Funds' interests.

          The Code shall be  administered by a senior level  supervisory  person
          designated  by the  Boards  of the  Funds  as  the  "Chief  Compliance
          Officer" (the "CCO") who shall have primary  responsibility  to, among
          other  things,  periodically  review and update the Code,  enforce its
          provisions,  and receive reports of and respond to violations. The CCO
          shall hold  orientation  sessions with new employees to inform them of
          their obligations under the Code.

<PAGE>

     B.   Applicability

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

          1.   Any (A) officer or employee of the Funds or (B) officer, employee
               or  Director  of any  Adviser,  or  (C)  any  officer,  employee,
               director or partner 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,  including  the person or  persons  with the
               direct  responsibility and authority to make investment decisions
               affecting  the  Fund  (such  person  being  referred  to  as  the
               "Portfolio Manager");

          2.   Any Director of the Funds; and

          3.   Those persons identified in "Schedule A", attached hereto and, if
               a natural person,  their immediate family members or "significant
               others".

          This Code shall not apply to any  director,  officer,  or other person
          (including  a  Portfolio  Manager) 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")
          if such approval is required by the 1940 Act.

          This Code does not cover any Principal  Underwriter  or its affiliated
          persons.

II.  Restrictions on Activities

     A.   Blackout Periods

          1.   No Covered 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 Covered 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)  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  Covered  Person
               purchases  the same  security  or the Funds sell and the  Covered
               Person   sells  the  same   security.   The  term   "Non-Matching
               Transaction" shall mean a buy-sell or sell-buy  transaction where
               the  Funds  purchase  and  the  Covered  Person  sells  the  same
               security,  or the Funds sell and the Covered Person purchases the
               same security. With respect only to Non-Matching  Transactions in
               the Funds' shares ("Fund  Shares"),  where the Covered  Person is
               selling  Fund Shares and the Funds are buying Fund  Shares,  such
               blackout  period  shall be three  (3)  calendar  days  after  the
               Covered Person completes such sale(s). Provided however, that (i)
               the  Covered  Person  shall not  engage in any such  Non-Matching
               Transaction  if  the  Fund's  NAV  varies  by 5%  from  the  last
               published NAV until after such  information  is made public,  and
               (ii) after any such Non-Matching  Transaction in Fund Shares, the
               Covered  Person shall  thereafter be prohibited  from engaging in
               any further Non-Matching  Transaction in Fund Shares for a period
               of fourteen (14) calendar days.

<PAGE>

     B.   "Hot List".  The Advisers shall  establish and  periodically  update a
          "Hot List" of issuers of  securities  that the  Advisers  are actively
          analyzing and  considering as investment  candidates for the Funds. No
          Covered  Person  may trade in Hot List  securities  without  the prior
          written approval of the CCO.

     C.   "Restricted  List".  The Advisers  shall also  maintain a  "Restricted
          List" of issuers of securities,  if any, about which the Advisers have
          inside  information.  No Covered  Person may trade in such  Restricted
          List securities without the prior written approval of the CCO.

     D.   Prohibition Against Short-Swing Trading and Market Timing. All Covered
          Persons  are  prohibited  from  buying and selling the Funds' or other
          publicly-traded securities, and advising or tipping others who may buy
          or sell the  Funds'  or other  publicly-traded  securities,  when such
          persons are in possession of material, nonpublic information regarding
          the Funds or the  issuers of such other  publicly  traded  securities.
          This Code  incorporates  by  reference  the Policy on Insider  Trading
          dated July 7, 2004,  as amended  from time to time,  which  contains a
          more detailed discussion of insider trading and its application to the
          Funds, Advisers and Covered Persons.

          The Funds are closed-end  investment  companies traded on the NYSE and
          thus are not open to abuse of market timing and late trading practices
          (i.e.,  others cannot take advantage of the Funds by conducting market
          timing and late trading practices  vis-a-vis the Funds). The Funds and
          all  Covered  Persons  are  prohibited  from taking part in any market
          timing or late trading  practices  with  respect to open-end  funds in
          which they invest or intend to invest.

     E.   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  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;

<PAGE>

          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.

     F.   Initial Public Offerings. No Covered Person shall acquire, directly or
          indirectly,  beneficial  ownership  of any  securities  in an  initial
          public offering  without the prior approval of the CCO (as hereinafter
          defined).  Prior to granting any such approval, the CCO will carefully
          review  information  provided  by such  Covered  Person  on a  written
          Preclearance   Approval   Form   (see   Exhibit   B)  or  the   Funds'
          internet-based  Preclearance  Approval Form containing full details of
          the proposed transaction. The CCO shall take into consideration, among
          other factors,  whether the investment  opportunity should be reserved
          for the Funds, whether the opportunity is being offered to the Covered
          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 Covered Person's future  investment  decisions for the
          Funds will  continue  to be based  solely on the best  interest of the
          Funds.  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 or other securities in which the Funds, as a matter of
          investment  policy,  would not  customarily  invest,  would usually be
          approved.

     G.   Private  Placements.  No Covered  Person  shall  acquire,  directly or
          indirectly,  beneficial  ownership  of  any  securities  in a  private
          placement  or  other  offering  exempt  from  registration  under  the
          Securities Act of 1933 without the prior approval of the CCO. Prior to
          granting any such approval,  the CCO will carefully review information
          provided by such  Covered  Person on a written  Preclearance  Approval
          Form  (see  Exhibit  B)  or  the  Funds'  internet-based  Preclearance
          Approval Form containing full details of the proposed transaction. The
          CCO shall take into  consideration,  among other factors,  whether the
          investment  opportunity should be reserved for the Funds,  whether the
          opportunity  is being  offered to the  Covered  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 Covered
          Person's future investment decisions for the Funds will continue to be
          based solely on the best  interest of the Funds.  Covered  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  Covered  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 Covered  Persons with no personal
          interest in the issuer.

     H.   Gifts.  No Covered  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.

     I.   Service as a Director.  No Covered  Person shall serve on the board of
          directors of any  publicly-traded  company without prior authorization
          from a  committee  comprised  of the CCO  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
          Covered  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.

<PAGE>

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;

          5.   shares of money market funds;

          6.   unit investment  trusts if the unit investment  trust is invested
               exclusively in unaffiliated mutual funds; and

          7.   shares of  registered  open-end  investment  companies  unless an
               Adviser or a control affiliate acts as the investment  adviser or
               principal underwriter for such open-end investment company.

          "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 CCO (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
          CCO or  other  supervisory  person  employed  by an  Adviser,  (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 CCO has not
          rescinded such approval prior to execution of the Transaction.

<PAGE>

          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 CCO 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 CCO 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 Paragraph 1
          above  and  this   Paragraph  3  remain   subject  to  the   reporting
          requirements  of this Code.  Neither  the Funds,  nor the CCO or other
          designated  supervisory  persons 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 a Covered  Person who is not also
          buying or selling  the same  security  or a related  security  for the
          Funds, and 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
          Covered  Person  shall  notify  the  CCO  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  (e.g.,  periodic  reporting)  other than the  pre-clearance
          requirements.

<PAGE>

          5.  Relationship  Between Covered Persons,  First Financial Fund, Inc.
          and Wellington  Management  Company LLP. It is noted that the Advisers
          are not the advisers to First Financial Fund, Inc. ("FF").  Wellington
          Management Company LLP  ("Wellington")  currently serves as adviser to
          FF and has its own  applicable  code of ethics which has been approved
          by the FF Board of Directors, as required by Rule 17j-1 under the 1940
          Act.  Nonetheless,  each of the Funds described herein  (including FF)
          share  common  non-Wellington  officers,  who are  therefore  "Covered
          Persons" for purposes of this Code. Additionally,  Fund Administrative
          Services,  LLC ("FAS"),  an affiliate of the Advisers and the employer
          of the senior officers of FF, also serves as the Administrator to FF.

          Notwithstanding  these  relationships,  no  information is provided by
          Wellington on a current basis to the officers or directors of FF or to
          FAS with regard to the day-to-day consideration, analysis, purchase or
          sale of securities by FF, whether  contemplated or actual (recognizing
          that  portfolio  information is presented to the Board of Directors at
          its quarterly meetings, which information is generally stale, and fair
          value  pricing   information  for   presentation  to  the  FF  pricing
          committee),  nor do any of the Covered  Persons (1) receive or solicit
          any such  information  from  Wellington or (2) make or  participate in
          making recommendations regarding the purchase or sale of securities by
          or on behalf of FF.

          To avoid the  necessity of Covered  Persons  having to  pre-clear  all
          personal trades in securities in which FF is authorized to invest, the
          Fund has  adopted  the  following  additional  procedures  with regard
          solely to FF, which are  designed to prevent the Covered  Persons from
          engaging in any conduct prohibited by ICA Rule 17j-1(b):

               a.   No Covered  Person  shall trade any  security in which FF is
                    authorized  to invest if such  person has  actual  knowledge
                    that FF has a  pending  "buy"  or  "sell"  order in the same
                    security or a related  security or is considering a "buy" or
                    "sell" order in the same security or a related security.

               b.   No Covered Person shall receive or solicit from  Wellington,
                    directly  or  indirectly,   information   regarding  current
                    purchase    or   sale    orders   or   current    investment
                    recommendations regarding the purchase or sale of securities
                    for FF and shall  certify to the FF Board of  Directors on a
                    quarterly basis that, during the quarter,  (A) they have not
                    solicited  nor  have  they  received  any  information  from
                    Wellington  concerning  current purchase or sale orders,  or
                    current  recommendations  regarding  the purchase or sale of
                    securities  and (B) they  have not made or  participated  in
                    making  recommendations  regarding  the  purchase or sale of
                    securities by or on behalf of FF.

               c.   Except as necessary for pricing portfolio holdings and other
                    fund business,  Wellington shall not provide any information
                    as to current purchase or sale orders or current  investment
                    recommendations regarding the purchase or sale of securities
                    for FF,  and an  appropriate  officer  of  Wellington  shall
                    certify to the Board on a quarterly  basis that,  during the
                    quarter, except as set forth in the certificate,  it did not
                    disclose any  information  regarding  the proposed or actual
                    purchase or sale of any  securities  to any  Covered  Person
                    other  than  materials  containing  public  information  and
                    information in reports disseminated to the members of the FF
                    Board of Directors or other  Covered  Persons prior to Board
                    meetings.  If  Wellington  shall  provide a  Covered  Person
                    information about current purchase or sale orders or current
                    investment recommendations regarding the purchase or sale of
                    securities  for FF, such Covered Person shall be required to
                    pre-clear  transactions in the subject securities during the
                    3-month period following the receipt of the information.

<PAGE>

          THIS EXCEPTION FROM THE  PRE-CLEARANCE  REQUIREMENTS OF THE CODE SHALL
          NOT AFFECT ANY REPORTING REQUIREMENTS, WHICH REMAIN IN EFFECT.

          6. Application of the Preclearance Procedures.  In order to facilitate
          the foregoing preclearance procedures:

               a.   Prior to effecting  any  Transaction,  Covered  Persons must
                    complete  and  submit  to  the  CCO a  written  Preclearance
                    Approval  Form (see Exhibit B) or the Funds'  internet-based
                    Preclearance  Approval Form  containing  full details of the
                    proposed transaction.

               b.   After reviewing the proposed  Transaction,  and the level of
                    potential  investment interest on behalf of the Funds in the
                    security in question, and the Funds' Hot List and Restricted
                    List, the CCO shall approve or  disapprove,  as the case may
                    be, a trading order as  expeditiously  as possible.  The CCO
                    will generally approve  transactions  described below unless
                    the security in question or a related security is on the Hot
                    List or Restricted  List or the CCO believes,  in his or her
                    discretion,  for any other  reason that the  Covered  Person
                    should not trade in such security at such time:

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

                    ii.  Equity   securities   of  a  class   having   a  market
                         capitalization   in  excess  of  $5   billion   if  the
                         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

                    iii. Municipal Securities.


               c.   In the  absence of the CCO, a Covered  Person may submit his
                    or her  Preclearance  Approval Form to a designee of the CCO
                    if the CCO in his sole  discretion  wishes to  appoint  one.
                    Preclearance  approval  for the CCO must be obtained  from a
                    Portfolio   Manager  or  assistant   portfolio   manager  or
                    assistant  compliance  officer as designated by the CCO from
                    time to time (the "Assistant Compliance Officer").

               d.   In rendering  approvals,  the CCO shall consider information
                    contained  in  previously  submitted  Preclearance  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.

<PAGE>

     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 CCO in an
               Initial Holdings Report in the form set forth as Exhibit C (which
               information must be current as of a date no more than 45 calendar
               days prior to the individual becoming a Covered Person):

               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 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
               Covered Security.

               A Covered  Person must submit the  quarterly  transaction  report
               (see Exhibit D) to the CCO no later than 30 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 exchange ticker
                    symbol or CUSIP number,  the interest rate and maturity date
                    (if applicable) and the number of shares,  and the principal
                    amount of each Covered 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 which
                    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:

<PAGE>

               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 CCO, on a timely basis, duplicate  confirmations
               and monthly brokerage statements for all securities accounts.

          3.   Annual  Holdings  Reports.  Annually,  the following  information
               (which  information  must be current as of a date no more than 45
               calendar days before the report is submitted):

               a.   The title, type of security, exchange ticker symbol or CUSIP
                    number,  number  of  shares  and  principal  amount  of each
                    Covered  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

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

          4.   Exceptions from Reporting  Requirements.  A Covered Person is not
               required to submit:

               a.   Any report with respect to  purchases  or sales  effected in
                    any  account  over  which the  Covered  Person has no direct
                    influence or control;

               b.   A quarterly  transaction  report with  respect to  purchases
                    that are part of an automatic dividend reinvestment plan;

               c.   A quarterly transaction report if the report would duplicate
                    information  contained  in  broker  trade  confirmations  or
                    account  statements  that the CCO  receives no later than 30
                    days after the end of the applicable quarter.


          5.   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.

          6.   Review of  Reports.  All  reports  submitted  to comply  with the
               requirements of this Section IV.B shall be reviewed by the CCO or
               the Assistant Compliance Officer and any violations thereof shall
               be reported to the Board of Directors on a quarterly basis.

<PAGE>

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

     D.   Certification  of  Compliance.  Each Adviser must furnish each Covered
          Person with a copy of this Code of Ethics and any  amendments  thereto
          and each Covered Person shall acknowledge,  in writing,  such receipt.
          Further,  each Covered Person is required to certify  annually that he
          or she (i) has read and understood the Code, (ii) recognizes that they
          are subject to such Code, (iii) has complied with all the requirements
          of the Code and (iv) 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 detect and 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.

<PAGE>

          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 detect and prevent Covered Persons
          from violating the Code.


V.   Violations. All Covered Persons shall promptly report any violations of the
     Code by any other person to the CCO, or if such Covered Person  believes it
     will be futile to report to the CCO, to the Legal  Compliance  Committee of
     the Funds.

VI.  Sanctions.   Upon   detecting  that  a  Covered  Person  has  violated  any
     requirement:

     a.   If such violation is not a repeated  violation,  is not material or is
          not a material  violation of Federal  Securities  Laws,  the CCO shall
          apply and enforce such sanctions as, in the discretion of the CCO, the
          CCO  deems   appropriate  in  light  of  the  violation  and  previous
          violations,  and report such to the Board of the relevant  Fund at its
          next regularly  scheduled quarterly meeting;

     b.   If  such  violation  is a  repeated  violation,  is  material  or is a
          material  violation of Federal Securities Laws, the CCO shall promptly
          submit its findings to the relevant  Board of Directors,  or the Legal
          Compliance  Committee.  The Board or Legal  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.

VII. 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.

VIII. 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.

IX.  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
     CCO.

X.   Records. The Funds and each Adviser must maintain the following records:

     a.   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.

     b.   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,  the  first  two  years  in  an  easily
          accessible place.

     c.   A record of all written acknowledgments verifying receipt of a copy of
          the Code and any amendments as required by the Investment Advisers Act
          of 1940 for each  person  who is  currently,  or within  the past five
          years was, a Covered Person of an Adviser.

<PAGE>

     d.   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.

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

     f.   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.

     g.   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
Approved as amended: August 19, 2003
Approved as amended: January 23, 2004
Approved as amended: May 18, 2004
Approved as amended: October 15, 2004


<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 Funds Preclearance Request Submission

1. Requestor's Name     [OBJECT OMITTED - Drop Down List]
        Name: [OBJECT OMITTED - Field]     Email: [OBJECT OMITTED - Field]

1a. Other Name/Email (Optional) above.
               To be used  only if the  Requestor's  Name is not on the  list in
               Item 1
               Must contain both name AND valid email address.
                                     Example: John Doe jdoe@someemail.com

2. Security [OBJECT OMITTED - Field]
3. Ticker Symbol [OBJECT OMITTED - Field]
4. Exchange [OBJECT OMITTED - Drop Down List]
5. Buying or Selling [OBJECT OMITTED - Drop Down List]
6. Number of Shares [OBJECT OMITTED - Field]
7. Approx. Share Price [OBJECT OMITTED - Field]
8. P/E Ratio [OBJECT OMITTED - Field]
9. Broker Name And Account No.: [OBJECT OMITTED - Field]

[GRAPHIC OMITTED - Line]

CHECK ALL OF THE FOLLOWING  QUESTIONS THAT APPLY: IF YOU DO NOT CHECK ALL BOXES,
PROVIDE AN EXPLANATION IN THE MESSAGE BOX BELOW

10.  [OBJECT  OMITTED - Check  Box]I have NOT  engaged in trades for the Fund in
this Security during the past seven (7) days

11.  [OBJECT  OMITTED - Check Box]I have NOT engaged in any  offsetting  trades
during the last seven (7) days

12. [OBJECT OMITTED - Check Box]This is NOT an Initial Public Offering (IPO)

13.  [OBJECT  OMITTED  - Check  Box]This  is NOT a  security  in which the Fund
presently invests

14. [OBJECT OMITTED - Check Box]This is NOT a Private Placement Offering

15.  [OBJECT  OMITTED  - Check  Box]I  have NOT  received  nor am I aware of any
research recommendations or confirmations regarding this Security Reason for not
checking one of the options above: [OBJECT OMITTED - Field]

[GRAPHIC OMITTED - Line]

16. [OBJECT OMITTED - Check Box]It is a Common Stock  (non-RIC/REIT) Under $500M
Cap

17.  [OBJECT   OMITTED  -  Check   Box]Fund  is  Approaching   its  40  Act  25%
Diversification Limit in this Security

18. [OBJECT OMITTED - Check Box]It is a RIC or REIT Under $100M Cap

19.  [OBJECT  OMITTED - Check  Box]Fund is  Approaching  its 40 Act 25% Industry
Concentration Limit(REIT or Otherwise) in this Security

20.  [OBJECT   OMITTED  -  Check   Box]Fund  is   Approaching   its  40  Act  5%
Diversification Limit in this Security

21. [OBJECT OMITTED - Check Box]Fund is Approaching its 10% Limit in RICs

22. [OBJECT  OMITTED - Check  Box]Fund is Approaching  its 5 days Trading Volume
Limit for Moody's Coverage

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

BY VIRTUE OF SENDING  THIS  PRECLEARANCE  REQUEST,  EMPLOYEE  CONFIRMS  THAT (a)
HE/SHE IS NOT AWARE OF ANY NON-PUBLIC  INFORMATION REGARDING THE SECURITY AND/OR
ITS ISSUER (b) THERE IS NO PRESENT OR PROPOSED PERSONAL OR BUSINESS RELATIONSHIP
BETWEEN  THE ISSUER OR ITS  AFFILIATES  AND THE  EMPLOYEE OR  EMPLOYEE'S  FAMILY
MEMBERS  (EXCEPT  AS  PREVIOUSLY  DISCLOSED  OR AS  DISCLOSED  BELOW) AND (c) TO
EMPLOYEE'S  KNOWLEDGE,  THIS  TRANSACTION  COMPLIES WITH THE EMPLOYER'S  CODE OF
ETHICS AND THAT OF BOULDER  TOTAL RETURN FUND AND BOULDER  GROWTH & INCOME FUND,
Inc. IF GRANTED,  THE  PRECLEARANCE  SHALL BE VALID FOR THIRTY (30) DAYS. IF YOU
REQUIRE  MORE TIME,  CONTACT  THE  COMPLIANCE  OFFICER.  NOT  WITHSTANDING  THIS
PRECLEARANCE,  ALL PRECLEARANCE TRANSACTIONS ARE SUBJECT TO RECSISSION UNDER THE
FUND'S CODE OF ETHICS
--------------------------------------------------------------------------------

COMMENTS OR EXPLANATION REGARDING THIS TRADE:
[OBJECT OMITTED - Field]

[OBJECT OMITTED - Trigger Button]


<PAGE>


                                                                       Exhibit C

                         BOULDER TOTAL RETURN FUND, INC.
                       BOULDER GROWTH & INCOME FUND, INC.
                           FIRST FINANCIAL 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 August 19,  2003,  as amended for the period  specified
below.

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







</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.
                           FIRST FINANCIAL FUND, INC.

                               TRANSACTION REPORT


Report Submitted by: _____________________________________________________

     The following table supplies the information required by Rule 17j-1 and the
Code of Ethics dated  January 15,  1999,  as amended,  for the period  specified
below. (Transactions reported on brokerage statements or duplicate confirmations
actually  received  by the  Chief  Compliance  Officer  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>
<S>             <C>             <C>                     <C>             <C>             <C>             <C>
Securities      Date of         Whether Purchase,       Quantity of     Price Per Share Name of the     Nature of
(Name and       Transaction     Sale, Short Sale,       Securities      or              Broker/Dealer   Ownership of
Symbol)                         or Other Type of                        Other Unit      with or through Securities
                                Disposition or                                          whom the
                                Acquisition                                             Transaction
                                                                                        Was Effected







</TABLE>


     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 ___________, _____.

     I FURTHER  CERTIFY  THAT (A) I HAVE NOT  SOLICITED  NOR HAVE I RECEIVED ANY
INFORMATION FROM WELLINGTON  MANAGEMENT  COMPANY  CONCERNING CURRENT PURCHASE OR
SALE  ORDERS,  OR CURRENT  RECOMMENDATIONS  REGARDING  THE  PURCHASE  OR SALE OF
SECURITIES,  AND (B) I HAVE NOT MADE OR PARTICIPATED  IN MAKING  RECOMMENDATIONS
REGARDING THE PURCHASE OR SALE OF SECURITIES BY OR ON BEHALF OF FIRST  FINANCIAL
FUND, INC.


Signature: _________________________

Position: _________________________

Date: _________________________

<PAGE>


                                                                       Exhibit E

                         BOULDER TOTAL RETURN FUND, INC.
                       BOULDER GROWTH & INCOME FUND, INC.
                           FIRST FINANCIAL 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 August 19, 2003 for the period specified below.

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






</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.
                           FIRST FINANCIAL FUND, INC.
                     ANNUAL CERTIFICATION OF CODE OF ETHICS
                       AND POLICIES AND PROCEDURES MANUAL


     I (a Covered  Person)  hereby  certify that I have read and  understand the
Code of Ethics of Boulder Total Return Fund, Inc., Boulder Growth & Income Fund,
Inc., and First Financial Fund,  Inc.  (collectively,  the "Funds") dated August
19, 2003, as amended,  and  recognize  that I am subject to its  provisions.  In
addition, I hereby certify:

          (1) that I have complied with the requirements of the Code of Ethics;

          (2)  that  I  have  disclosed  or  reported  all  personal  Securities
     transactions required to be disclosed or reported under the Code of Ethics;
     and

          (3)  that I have  reviewed  and am  familiar  with  the  Policies  and
     Procedures Manual of the Funds and the Advisers.


Signature: _________________________


Position: _________________________


Date: _________________________


<PAGE>


                                                                       Exhibit G


[GRAPHIC OMITTED - Boulder Funds]

                                             BOULDER INVESTMENT ADVISERS, L.L.C.
                           1680 38TH STREET, SUITE 800 - BOULDER, COLORADO 80301
                                 TELEPHONE (303)444-5483 FACSIMILE (303)245-0420
                                                EMAIL: SCMILLER@BOULDERFUNDS.NET


               REVISED SCHEDULE OF COVERED AND SUPERVISORY PERSONS
                              AS OF OCTOBER 1, 2004


SUPERVISORY PERSONS
     Stephen Miller, Designated Supervisory Person and Chief Compliance Officer
     Carl Johns, Secondary Supervisory Person
     Stephanie Kelley, Assistant Compliance Officer


COVERED PERSONS (BOULDER TOTAL RETURN FUND, INC.,  BOULDER GROWTH & INCOME FUND,
INC. and FIRST FINANCIAL FUND, INC.)

Alfred G. Aldridge, Jr.                 Carl Johns
Richard I. Barr                         Stephanie Kelley
Cynthia Surprise                        Joel W. Looney
Jeff Gaboury                            Stephen C. Miller
Susan L. Ciciora                        Nicole Murphey
John S. Horejsi                         Dean Jacobson
Dennis Causier

The Horejsi Affiliates:
Ernest Horejsi Trust No. 1B             Lola Brown Trust No. 1B
BWS, LLC                                Horejsi Charitable Foundation, Inc.
Susan L. Ciciora Trust                  John S. Horejsi Trust
Badlands Trust Company                  Stewart R. Horejsi Trust No. 2
Mildred Horejsi Trust                   Evergreen Atlantic, LLC
Evergreen Trust                         Stewart West Indies Trust

COVERED PERSONS (BOULDER INVESTMENT ADVISERS, LLC)
Stewart R. Horejsi                      Debra Brannan
Laura Rhodenbaugh                       Ellen Cooper
Dennis Oakes                            Sean Lewerke
Polly Cowley

COVERED PERSONS (STEWART INVESTMENT ADVISERS)
Glade Christensen

</TEXT>
</DOCUMENT>
