Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
EVERGREEN ATLANTIC LLC
  2. Issuer Name and Ticker or Trading Symbol
BOULDER TOTAL RETURN FUND INC [BTF]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
2344 SPRUCE STREET, SUITE A
3. Date of Earliest Transaction (Month/Day/Year)
03/20/2015
(Street)

BOULDER, CO 80302
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/20/2015   S(1)   343,749 D (1) 0 D (2) (3)  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
EVERGREEN ATLANTIC LLC
2344 SPRUCE STREET
SUITE A
BOULDER, CO 80302
    X    
HOREJSI STEWART R
200 SOUTH SANTA FE
SALINA, KS 67401
    X    
SUSAN L CICIORA TRUST
1029 WEST 3RD AVENUE, SUITE 400
ANCHORAGE, AK 99503
    X    
STEWART WEST INDIES TRUST
2344 SPRUCE STREET
SUITE A
BOULDER, CO 80302
    X    

Signatures

 Stewart R. Horejsi, Manager   03/24/2015
**Signature of Reporting Person Date

 Susan L. Ciciora Trust, Member   03/24/2015
**Signature of Reporting Person Date

 Stewart West Indies Trust, Member   03/24/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Disposed of on March 20, 2015 pursuant to an Agreement and Plan of Reorganization between the Issuer and Boulder Growth & Income Fund, Inc. (BIF) and two affiliated funds in exchange for BIF common stock at a conversion rate of 3.121182 shares of BIF common stock (net asset value $10.73 per share) for each share of Issuers common stock (net asset value $33.50 per share).
(2) The manager of Evergreen Atlantic LLC ("Evergreen Atlantic") is Stewart R. Horejsi. The members of Evergreen Atlantic are the Susan L. Ciciora Trust and the Stewart West Indies Trust. Mr. Horejsi may be deemed to control Evergreen Atlantic and may be deemed to possess indirect beneficial ownership of the Shares held by Evergreen Atlantic.
(3) Trusts, persons and entities affiliated with Evergreen Atlantic, including the Lola Brown Trust No. 1B, the Ernest Horejsi Trust No. 1B, the Stewart West Indies Trust and the Susan L. Ciciora Trust, owned an aggregate of 5,215,262 Shares of the Issuer prior to the reorganization of the Issuer on March 20, 2015.

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