WASHINGTON, D.C. 20549

                            SCHEDULE 14A INFORMATION

                Proxy Statement Pursuant to Section 14(a) of the
              Securities Exchange Act of 1934 (Amendment No. ___)

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                         BOULDER TOTAL RETURN FUND, INC.
                       BOULDER GROWTH & INCOME FUND, INC.
                (Name of Registrant as Specified In Its Charter)

                             Stephen C. Miller, Esq.
                           2344 Spruce Street, Suite A
                            Boulder, Colorado 80302
                                 (303) 444-5483
                   (Name of Person(s) Filing Proxy Statement)

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

                           2344 Spruce Street, Suite A
                                Boulder, CO 80302

We recently  sent you proxy  materials  regarding  the Joint  Annual  Meeting of
Stockholders  of Boulder  Total  Return Fund,  Inc. and Boulder  Growth & Income
Fund,  Inc.  (the "Funds")  scheduled to be held on April 24, 2009.  Our records
indicate  that we have not  received  your vote.  We urge you to vote as soon as
possible so we can obtain a sufficient  number of votes to hold the meeting.  By
voting now you will help the Funds save on the cost of  additional  mailings and
calls to Stockholders.

                               Please Vote Today!

You may think your vote is not important,  but your participation is critical to
hold the  meeting,  so please vote  immediately.  We urge you to vote your proxy
now. You and all other Fund  Stockholders  will  benefit from your  cooperation.

After careful review, the Board of Directors recommends you vote in favor of the
nominees for Director and vote "FOR" the proposal to approve an amendment to the
Charter as detailed in your proxy  statement.  A copy of the proxy  statement is
available by calling the toll free number shown below.


                          Your vote is urgently needed!

Please vote now to be sure your vote is  received  in time for the Funds'  April
24, 2009 Joint Annual Meeting of Stockholders.

Voting  takes  only a few  minutes.  Thank  you for your  participation  in this
important matter.

The  Boulder  Funds  have made it very easy for you to vote.  Choose  one of the
following methods:

o    Speak to a live proxy specialist by calling the number above. We can answer
     your questions and record your vote.  (Open: M-F 8am - 10pm, Sat 11am - 5pm

o    Log on to the  website  noted on your  proxy  card and enter  your  control
     number printed on the card, and vote by following the on-screen prompts.

o    Call the  phone  number on the proxy  card and  enter  the  control  number
     printed on the card and follow the touchtone prompts.

o    Mail in your signed proxy card in the envelope provided.