SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
BOULDER GROWTH & INCOME FUND, INC.
(Name of Registrant as Specified In Its Charter)
Stephen C. Miller
1680 38th Street, Suite 800
Boulder, Colorado 80301
(303) 442-2156
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transactions
applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identity the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
[GRAPHIC OMITTED] BOULDER GROWTH & INCOME FUND, INC.
1680 38TH STREET, SUITE 800
BOULDER, COLORADO 80301
March ___, 2006
Dear Fellow Stockholder,
You are cordially invited to attend the 2006 Annual Meeting of Stockholders
of Boulder Growth & Income Fund, Inc., which will be held on April 24, 2006 at
9:00 a.m. Mountain Standard Time (local time), at the Scottsdale Plaza Resort,
7200 North Scottsdale Road, Scottsdale, Arizona. Details of the business to be
presented at the meeting can be found in the accompanying Notice of Annual
Meeting and Proxy Statement.
There are three proposals contained in this Proxy. The first is for the
annual election of Directors. There are also two non-routine proposals contained
in this Proxy.
The first non-routine proposal is for stockholder approval of a managed
distribution policy for the Fund. The proposal contemplates a managed
distribution policy in which the Fund would make a consistent, but not assured,
monthly distribution to all common stockholders. In addition to the disclosure
accompanying the discussion of Proposal 2, the accompanying proxy statement
contains a Question & Answer section that addresses a number of question that
stockholders may have regarding the proposed managed distribution policy.
The second non-routine proposal is a housecleaning item that resolves a
conflict between a provision in the Fund's charter that establishes the size of
the Board of Directors at five, and a provision in the terms of the Fund's
Auction Market Preferred Stock ("AMPS") that requires an increase in the size of
the Board when the AMPS dividends are in arrears for a period of two years.
Under the proposal, the charter provision would be made subject to the provision
in the terms of the AMPS
As Chairman of the Board, I encourage you to support each of the proposals.
After careful review by those Directors who are not "interested persons" as
defined in the Investment Company Act of 1940 (the "Independent Directors"), the
Board of Directors unanimously approved and has recommended to stockholders that
they approve each of the proposals.
We hope you plan to attend the meeting. Your vote is important. Whether or
not you are able to attend, it is important that your shares be represented at
the Meeting. At your earliest convenience, we ask that you please complete,
sign, date and return the enclosed Proxy Card or authorize proxies via telephone
or the Internet to cast your vote at the meeting.
On behalf of the Board of Directors and the management of Boulder Growth &
Income Fund, I extend our appreciation for your continued support.
Sincerely,
/s/ Joel W. Looney
Joel W. Looney
Chairman of the Board
[GRAPHIC OMITTED] BOULDER GROWTH & INCOME FUND, INC.
1680 38TH STREET, SUITE 800
BOULDER, COLORADO 80301
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on April 24, 2006
To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of Boulder
Growth & Income Fund, Inc. (the "Fund"), a Maryland corporation, will be held at
the Scottsdale Plaza Resort, 7200 North Scottsdale Road, Scottsdale, Arizona at
9:00 a.m. Mountain Standard Time (local time), on April 24, 2006, to consider
and vote on the following Proposals, all of which are more fully described in
the accompanying Proxy Statement:
1. The election of Directors of the Fund (Proposal 1).
2. To approve or disapprove a managed distribution policy for the Fund
(Proposal 2).
3. An amendment to the charter of the Fund to provide that the number of
directors of the Fund shall be five, subject to the provisions of any
class or series of Preferred Stock (Proposal 3).
4. To transact such other business as may properly come before the
Meeting or any adjournments and postponements thereof.
The Board of Directors of the Fund has fixed the close of business on
February 28, 2006 as the record date for the determination of stockholders of
the Fund entitled to notice of and to vote at the Annual Meeting and any
postponements or adjournments thereof. This Proxy Statement, Notice of Annual
Meeting and proxy card are first being mailed to stockholders on or about March
__, 2006.
By Order of the Board of Directors,
/s/ Stephanie Kelley
STEPHANIE KELLEY
Secretary
March ___, 2006
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STOCKHOLDERS ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD OR
AUTHORIZED PROXIES VIA TELEPHONE OR THE INTERNET. THE PROXY CARD SHOULD BE
RETURNED IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE
UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON
THE INSIDE COVER.
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INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and may avoid the time and expense to the Fund involved in
validating your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of registration. For
example:
Registration Valid Signature
Corporate Accounts
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp., c/o John Doe Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee
Trust Accounts
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee, u/t/d 12/28/78 Jane B. Doe
Custodian or Estate Accounts
(1) John B. Smith, Cust., John B. Smith
f/b/o John B. Smith, Jr. UGMA
(2) John B. Smith John B. Smith, Jr., Executor
[GRAPHIC OMITTED] BOULDER GROWTH & INCOME FUND, INC.
1680 38TH STREET, SUITE 800
BOULDER, COLORADO 80301
QUESTIONS & ANSWERS REGARDING THE MEETING AND PROPOSALS
Question 1: What is the purpose of the Annual Meeting?
Answer: At the Meeting, stockholders will be asked to vote on the election of
directors and to approve or disapprove a managed distribution policy for the
Fund and an amendment to the Fund's Charter with regard to the number of
directors..
Question 2: Who is being nominated for election at the Meeting?
Answer: The Board has nominated the following five Directors, each to serve a
one-year term until the annual meeting in 2007 and until their successors are
duly elected and qualify: Richard I. Barr, Joel W. Looney, Dr. Dean L. Jacobson,
John S. Horejsi, and Dennis R. Causier. The holders of Common Stock will elect
three of the five directors standing for election and the holders of the AMPS
will elect the remaining two directors. Mr. Barr and Mr. Horejsi are being
nominated to represent the interests of the holders of the AMPS.
Question 3: What is a Managed Distribution Policy?
Answer: Proposal 2 asks stockholders to approve a managed distribution policy
for the Fund (the "Managed Distribution Policy"). A managed distribution policy
is a distribution policy whereby common stockholders receive a consistent, but
not assured, periodic cash payment. The Managed Distribution Policy contemplated
by Proposal 2 would provide for monthly distributions at the initial rate of
$0.10 per share per month, or $1.20 annually, subject to the Board's right to
suspend, modify or terminate the Managed Distribution Policy at any time. The
Managed Distribution Policy is described in detail under Proposal 2 below.
Question 4: Why is the Fund implementing a Managed Distribution Policy, and what
advantages are there?
Answer: A managed distribution policy allows a fund to provide a regular,
periodic distribution to its common stockholders which is not dependent on the
amount of income earned or capital gains realized by the fund. An equity fund,
such as the Boulder Growth & Income Fund, is designed for investors to
participate in a professionally managed portfolio of equity investments. Over
the long-term, equity investments have historically provided higher total
returns than fixed income investments such as bonds. However, unlike most fixed
income funds, which pay stockholders a regular dividend based on the fund's
investment income, equity funds generally pay only one dividend per year
consisting of a relatively small amount of net investment income and any net
realized capital gains. A managed distribution permits a fund to distribute a
predetermined monthly amount, regardless of when or whether income is earned or
capital gains are realized. A managed distribution policy recognizes that many
investors are willing to accept the potentially higher asset volatility of
equity investments, but would prefer that a consistent level of cash
distributions are available to them each month for reinvestment or other
purposes of their choosing. Furthermore, the Fund historically has traded at a
discount to its net asset value ("NAV"). In recent years, managed distribution
policies appear to have been effectively used to narrow trading discounts for
closed-end funds, and the Board believes that the Managed Distribution Policy
could have a similar effect on the Fund's discount. Of course there can be no
assurance that the Managed Distribution Policy will narrow the Fund's discount
or, if this does occur, that it will persist over the long term.
Question 5: Does the Fund need to obtain exemptive relief from the Securities
and Exchange Commission in order to implement the Managed Distribution
Policy?
Answer: The Fund's management believes that exemptive relief from the Securities
and Exchange Commission ("SEC") is not required in the near term in order to
implement the Managed Distribution Policy. In 2004, the Fund applied to the SEC
for exemptive relief from Section 19(b) of the Investment Company Act of 1940
(the "1940 Act") and Rule 19b-1 under the 1940 Act to enable the Fund to
institute a managed distribution policy. Section 19(b) of the 1940 Act limits an
investment company's ability to make multiple distributions of net realized
long-term capital gains each year, subject to certain exceptions contained in
Rule 19b-1. Historically, investment companies that wished to implement a
managed distribution policy requiring multiple capital gain distributions per
year routinely received exemptive relief from Section 19(b). However, as of the
date of this Proxy Statement, the SEC has not responded either favorably or
unfavorably to the Fund's request for exemptive relief. It is generally believed
that the SEC has imposed a moratorium on granting this type of request for
exemptive relief over concerns that inadequate disclosure by investment
companies regarding the tax characteristics of distributions has resulted in
fund investors not understanding that distributions may include a return of
capital and do not necessarily represent a dividend yield. Management believes
that, if implemented and managed as contemplated in Proposal 2, the Managed
Distribution Policy will not violate Section 19(b) because the Fund has
substantial capital loss carry-forwards that may be used to offset the Fund's
realized net capital gains for some period of time. Accordingly, the Fund does
not expect that distributions made pursuant to the Managed Distribution Policy
will consist of net long-term capital gains until the Fund's capital loss
carry-forwards are exhausted. If and when the Fund exhausts its capital loss
carry-forwards, then exemptive relief from Section 19(b) and Rule 19b-1 would be
required in order to continue making managed distributions. If exemptive relief
is not granted at that time, the Fund may be required to suspend the Managed
Distribution Policy.
Question 6: What are the primary disadvantages of the Managed Distribution
Policy?
Answer: One of the disadvantages of the Managed Distribution Policy is that it
is subject to modification, suspension or termination at any time by the Board.
Suspension or termination of the Managed Distribution Policy may be required if
the Fund has exhausted its capital loss carry-forwards and has not been
successful in obtaining exemptive relief from Section 19(b) of the 1940 Act and
Rule 19b-1. It is not possible to predict when the Fund's capital loss
carry-forwards will be exhausted. In addition, it is uncertain whether the SEC
will resume granting exemptive relief from Section 19(b) and Rule 19b-1 or
whether the SEC will impose conditions on applicants for exemptive relief that
the Board will find acceptable. The Board may modify, suspend or terminate the
Managed Distribution Policy for any reason, including, for example, if the
Managed Distribution Policy has the effect of shrinking the Fund's assets to a
level that is determined to be detrimental to Fund stockholders. The suspension
or termination of the Managed Distribution Policy could have the effect of
abruptly creating a trading discount (if the Fund is trading at or above NAV) or
widening an existing trading discount. An additional disadvantage of the Managed
Distribution Policy is that, in certain circumstances where the Fund utilizes
its capital loss carry-forwards to offset realized capital gains and pays out a
distribution, there will likely be a negative tax impact on stockholders (see
the more detailed response to Question 9 below). Furthermore, if the Fund's
total return is less than the annual distribution, the Managed Distribution
Policy could have the effect of shrinking the assets of the Fund and thus
increasing the Fund's expense ratio (i.e., the Fund's fixed expenses will be
spread over a smaller pool of assets).
Question 7: Are the managed distribution payments considered "yield"?
Answer: No, not necessarily. Yield is generally a measure of the amount of net
investment income, or earnings, that are distributed to a fund's stockholders.
Historically, the Fund has not earned or distributed a significant amount of net
investment income. For example, in 2005 the Fund distributed only $.02 per share
of net investment income. We do not want our stockholders to believe that the
managed distributions result in a "high yield", or that the Fund is a "high
yield fund". Based on its current portfolio makeup, the Fund expects
substantially all of the managed distribution payments to consist of return of
capital. Nonetheless, financial publications often perpetuate a misconception by
characterizing managed distributions by closed-end funds as a dividend "yield",
thus potentially confusing investors who are seeking high yield financial
products.
Question 8: Will the Managed Distribution Policy impact the way in which the
Fund is managed?
Answer: No, not significantly. The Fund's investment objective will still be
total return, and the types of securities in which the Fund invests will not
change. The Advisers do not expect to change the makeup of the portfolio based
on the payment of a managed distribution, nor will the Advisers make significant
changes to the portfolio or seek to invest in "high yielding" securities. The
Fund currently has a concentration policy in REITs which requires that the Fund
invest at least 25% of its assets in REITs, and this policy will remain
unchanged. The Fund may carry a slightly higher cash balance from time to time
in order to fulfill the distribution payments. If the Fund carries higher cash
balances during rising equity markets, the Fund's performance may be negatively
affected relative to other equity funds. Conversely, carrying higher cash
balances during declining equity markets may positively affect the Fund's
performance. The Board has obtained assurances from the Advisers that decisions
with respect to the timing of the purchase or sale of portfolio investments will
not be affected by the Managed Distribution Policy. It is possible, however,
that despite these assurances the Advisers may cause the Fund to delay
realization of capital gains to avoid adverse income tax consequences to
stockholders relating to the Managed Distribution Policy (i.e., the Advisers
might elect to avoid or delay selling a position which they would have otherwise
sold to avoid realizing capital gains or to sell a position they would have
otherwise held to accelerate capital losses for the purpose of offsetting
realized gains).
Question 9: Will the Managed Distribution Policy have any tax consequence for
stockholders?
Answer: The Managed Distribution Policy may have a negative tax impact on
stockholders. If the Fund has net realized long-term capital gains during its
fiscal year, and the Fund has paid out distributions during the year, the
Internal Revenue Code will deem such gains to have been paid out, even in
circumstances where the distributions have not resulted in the violation of
Section 19(b) of the 1940 Act. These gains will be treated as ordinary income,
and will be taxed at ordinary income tax rates instead of the more favorable
long-term capital gain rate. Moreover, notwithstanding the stockholders being
treated as if they have received ordinary income, the Fund would still lose its
capital loss carry-forwards in the amount of the gains realized. Accordingly,
the payment of managed distributions when the Fund is utilizing capital loss
carry-forwards to offset realized capital gains will result in tax
inefficiencies for the Fund's stockholders. The foregoing is not intended to be
a complete discussion on the tax consequences of the Managed Distribution Policy
and stockholders are urged to seek their own professional tax advice regarding
this matter.
Question 10: Under what circumstances can the Managed Distribution Policy be
terminated?
Answer: Once approved by stockholders and implemented, the Managed Distribution
Policy can be modified, suspended or terminated at any time by the Board,
without any notice to or approval by stockholders. Because the Managed
Distribution Policy will be implemented without an exemption under Section 19(b)
of the 1940 Act and Rule 19b-1, and its continuation without violating Section
19(b) and Rule 19b-1 will be dependent on a number of factors over which the
Fund has no control (e.g., market fluctuations), the Fund will need the
flexibility to modify, suspend or terminate the Managed Distribution Policy
immediately if the Board deems such action to be in the best interest of the
Fund.
Question 11: What is the Purpose of Proposal 3 regarding and amendment to the
Fund's charter with respect to the number of Directors.
Answer: The purpose of the proposed amendment is to eliminate a conflict between
(i) the language of the Fund's charter which, in its present form, clearly sets
the number of Directors at five, (ii) the requirements imposed by the terms of
the AMPS for the protection of the holders of the AMPS and (iii) the
requirements imposed by the 1940 Act which require provisions to be made to
allow the holders of the AMPS to elect a majority of the Directors at any time
dividends remain unpaid for a period of two years.
Question 12: How does the Board recommend that stockholders vote on the
proposals?
Answer: If no instructions are indicated on your proxy, the representatives
holding proxies will vote in accordance with the recommendations of the Board.
The Board, including all of the non-interested Directors, has unanimously
recommended that stockholders vote FOR all of the Proposals.
Question 13: Who is entitled to vote?
Answer: Stockholders of record at the close of business on February 28, 2006
(the "Record Date") are entitled to notice of and to vote at the Meeting and any
postponements or adjournments thereof. Each of the shares outstanding on the
Record Date is entitled to one vote on each of the Proposals.
Question 14: What is the required quorum for the Meeting?
Answer: The holders of at least a majority of the outstanding shares of stock
(without regard to class) of the Fund must be represented at the Meeting, either
in person or by proxy, in order to constitute a quorum permitting business to be
conducted at the Meeting. If you have completed, executed and returned valid
proxies (in writing, by phone or by Internet) or attend the Meeting and vote in
person, your shares will be counted for purposes of determining whether there is
a quorum, even if you abstain from voting on any or all matters introduced at
the Meeting.
Question 15: How do I vote?
Answer: Your vote is very important. Stockholders can vote in person at the
Meeting or authorize proxies to cast their votes ("proxy voting") by proxy. Most
stockholders will have a choice of proxy voting over the Internet at
http://www.proxyvote.com, by using a toll-free telephone number or by completing
and signing a Proxy Card and mailing it in the postage-paid envelope provided.
Please refer to your Proxy Card or the information forwarded by your bank,
broker or other nominee to see which options are available to you. If you proxy
vote by Internet or telephone, you do NOT need to return your Proxy Card. If you
vote by proxy, the individuals named on the Proxy Card as proxy holders will
vote your shares in accordance with your instructions. You may specify whether
your shares should be voted for all, some or none of the nominees for director
and whether your shares should be voted for or against the other proposals. If
you execute an otherwise valid proxy but do not provide voting instructions, the
persons named as proxies or their substitutes will cast your votes FOR all of
the Proposals.
Question 16: Can I revoke or change my proxy?
Answer: Yes. You may change or revoke your proxy at any time before the Meeting
by timely delivery of a properly executed, later-dated proxy (including an
Internet or phone proxy), by sending a written revocation to the Secretary of
the Fund at the Fund's address listed on the accompanying Notice of Meeting, or
by attending and voting in person at the Meeting. The powers of the proxy
holders will be suspended with respect to your shares if you attend the meeting
in person and revoke your proxy, but attendance at the Meeting will not by
itself revoke a previously granted proxy.
[GRAPHIC OMITTED] BOULDER GROWTH & INCOME FUND, INC.
1680 38TH STREET, SUITE 800
BOULDER, COLORADO 80301
ANNUAL MEETING OF STOCKHOLDERS
April 24, 2006
PROXY STATEMENT
This proxy statement ("Proxy Statement") for Boulder Growth & Income Fund,
Inc., a Maryland corporation ("BIF" or the "Fund"), is furnished in connection
with the solicitation of proxies by the Fund's Board of Directors (collectively,
the "Board" and individually, the "Directors") for use at the Annual Meeting of
Stockholders of the Fund to be held on Monday, April 24, 2006, at 9:00 a.m.
Mountain Standard Time (local time), at the Scottsdale Plaza Resort, 7200 N.
Scottsdale Drive, Scottsdale, Arizona, and at any adjournments and postponements
thereof (the "Meeting"). A Notice of Annual Meeting of Stockholders and proxy
card accompany this Proxy Statement. Proxy solicitations will be made, beginning
on or about March ____, 2006, primarily by mail, but proxy solicitations may
also be made by telephone, by Internet on the Fund's website, or telegraph or
personal interviews conducted by officers of the Fund and PFPC Inc., the
transfer agent of the Fund. The costs of proxy solicitation and expenses
incurred in connection with the preparation of this Proxy Statement and its
enclosures will be paid by the Fund. The Fund also will reimburse brokerage
firms and others for their expenses in forwarding solicitation material to the
beneficial owners of its shares. The Board has fixed the close of business on
February 28, 2006 as the record date (the "Record Date") for the determination
of stockholders entitled to notice of and to vote at the Meeting and any
postponements or adjournments thereof.
The Annual Report of the Fund, including audited financial statements for
the fiscal year ended November 30, 2004, has been mailed to stockholders.
Additional copies are available upon request, without charge, by calling
1-800-331-1710. The report is also viewable online at the Fund's website at
www.boulderfunds.net. The report is not to be regarded as proxy solicitation
material.
Boulder Investment Advisers, L.L.C. ("BIA"), 1680 38th Street, Suite 800,
Boulder, Colorado 80301 and Stewart Investment Advisers ("SIA"), Bellerive,
Queen Street, St. Peter, Barbados, currently serve as co-investment advisers to
the Fund. BIA and SIA are collectively referred to herein as the "Advisers".
Fund Administrative Services, L.L.C., serves as co-administrator to the Fund and
is located at 1680 38th Street, Suite 800, Boulder, Colorado 80301. Investors
Bank & Trust Company ("IBT") acts as the co-administrator to the Fund and is
located at 200 Clarendon Street, Boston, Massachusetts 02116. PFPC Inc. ("PFPC")
acts as the transfer agent to the Fund and is located at 4400 Computer Drive,
Westborough, Massachusetts 01581.
If the enclosed proxy is properly executed and returned by April 24, 2006
in time to be voted at the Meeting, the Shares (as defined below) represented
thereby will be voted in accordance with the instructions marked thereon. Unless
instructions to the contrary are marked thereon, a proxy will be voted FOR the
election of the nominees for Directors, FOR each of the other Proposals and, in
the discretion of the proxy holders, on any other matters that may properly come
before the Meeting. Any stockholder who has given a proxy has the right to
revoke it at any time prior to its exercise either by attending the Meeting and
casting his or her votes in person or by submitting a letter of revocation or a
later-dated proxy to the Fund's Secretary at the above address prior to the date
of the Meeting.
A quorum of the Fund's stockholders is required for the conduct of business
at the Meeting. Under the Bylaws of the Fund, a quorum is constituted by the
presence in person or by proxy of the holders of a majority of the outstanding
shares (without regard to class) of the Fund as of the Record Date. In the event
that a quorum is not present at the Meeting, or in the event that a quorum is
present but sufficient votes to approve one or more proposals are not received,
the persons named as proxies may propose and vote for one or more adjournments
of the Meeting to permit further solicitation of proxies with respect to any
proposal that did not receive the votes necessary for its passage. With respect
to those proposals for which there is represented a sufficient number of votes
in favor, actions taken at the Meeting will be approved and implemented
irrespective of any adjournments with respect to any other proposals. Any such
adjournment will require the affirmative vote of a majority of votes cast on the
matter at the Meeting. If a quorum is present, the persons named as proxies will
vote those proxies which they are entitled to vote FOR any proposal in favor of
such an adjournment and will vote those proxies required to be voted AGAINST any
proposal against any such adjournment.
The Fund has two classes of stock: common stock, par value $0.01 per share (the
"Common Stock") and preferred stock, par value $0.01 per share (the "Preferred
Stock".), 1,000 shares of which have been designated as Auction Market Preferred
Stock (the "AMPS") (the Common Stock and AMPS are collectively referred to
herein as the "Shares"). On the Record Date, the following number of Shares of
the Fund were issued and outstanding:
Common Stock AMPs
Outstanding Outstanding
11,327,784 1,000
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. The following table sets
forth certain information regarding the beneficial ownership of the Shares as of
the Record Date by each person who may be deemed by the Fund to beneficially own
5% or more of the Common Stock.
Name of Owner* Number of Shares Number of Shares Percentage
Directly Owned Beneficially Owned Beneficially Owned
------------------------------------- ------------------ ---------------------- -----------------------
Ernest Horejsi Trust No. 1B 2,602,100 2,602,100 22.97%
Badlands Trust Company --- ---** 22.97%
Stewart R. Horejsi Trust No. 2A --- ---** 22.97%
Aggregate Shares Owned by Horejsi 2,602,100 2,602,100 22.97%
Affiliates (defined below)**
------------------------------------- ------------------ ---------------------- -----------------------
Phillip Goldstein and Andrew 1,877,300 1,877,300 16.57%
Dakos***
------------------------------------- ------------------ ---------------------- -----------------------
QVT Financial LP**** 1,098,500 1,098,500 9.69%
* The address of each listed owner is c/o Badlands Trust Company, LLC, 3601 C
Street, Suite 600, Anchorage, AK 99503.
** Excludes shares owned by the Ernest Horejsi Trust No. 1B (the "EH Trust").
Badlands Trust Company, LLC ("Badlands") is one of three trustees of the EH
Trust. Badlands is a trust company organized under the laws of Alaska and is
wholly owned by the Stewart R. Horejsi Trust No. 2, an irrevocable trust
organized by Stewart R. Horejsi for the benefit of his issue. The Managers of
Badlands are Larry Dunlap, Stephen C. Miller, Robert Ciciora, who is the brother
of Mr. Horejsi's son-in-law (John Ciciora), Laura Rhodenbaugh and Ron Kukes.
Badlands and its managers disclaim beneficial ownership of shares owned by the
EH Trust. Together with Larry Dunlap and Badlands, Ms. Ciciora is a trustee of
the EH Trust and also one of the beneficiaries of the EH Trust. Mr. Miller is an
officer and President of Badlands. Because two of the Trust's trustees are
required in order for the Trust to vote or exercise dispositive authority with
respect to shares owned by the Trust, Ms. Ciciora and Mr. Miller each disclaim
beneficial ownership of such shares.
*** As stated in Schedule 13D Amendment No. 5 filed with the Securities and
Exchange Commission on February 23, 2006.
**** As stated in Schedule 13G filed with the Securities and Exchange Commission
on February 23, 2006.
----------------------------
The EH Trust, Badlands and the Stewart R. Horejsi Trust No. 2A, as well as
other Horejsi affiliated trusts and entities are collectively referred to herein
as the "Horejsi Affiliates". Information as to beneficial ownership in the
previous paragraph has been obtained from a representative of the beneficial
owners; all other information as to beneficial ownership is based on reports
filed with the Securities and Exchange Commission (the "SEC") by such beneficial
owners.
As of the Record Date, Cede & Co., a nominee partnership of the Depository
Trust Company, held of record, but not beneficially, 10,544,336 shares or 93.08%
of Common Stock outstanding of the Fund.
As of the Record Date, the executive officers and directors of the Fund, as
a group, owned 2,643,729 shares of Common Stock (this amount includes the
aggregate shares of Common Stock owned by the Horejsi Affiliates set forth
above) and 0 shares of AMPS, representing 23.34% of Common Stock outstanding and
0% of AMPS.
In order that your Shares may be represented at the Meeting, you are
requested to vote on the following matters:
PROPOSAL 1
ELECTION OF DIRECTORS OF THE FUND
The Charter provides that all of the Directors stand for election each
year. The Board has nominated the following five Director nominees to stand for
election, each for a one-year term and until their successors are duly elected
and qualify: Richard I. Barr, Joel W. Looney, Dr. Dean L. Jacobson., John S.
Horejsi and Dennis R. Causier. Only the Common Stock holders are entitled to
vote for the election of Messrs. Looney, Jacobson and Causier, and only the AMPS
holders are entitled to vote on the election of Messrs. Barr and Horejsi. At a
regularly scheduled meeting of the Board of Directors held on January 26, 2006,
Alfred G. Aldridge, Jr. notified the Board that he would not stand for
re-election as Director of the Fund and the Board (upon recommendation of the
Nominating Committee) nominated Dean L. Jacobson to fill his upcoming vacancy.
The above nominees have consented to serve as Directors if elected at the
Meeting for the one-year term. If the designated nominees decline or otherwise
become unavailable for election, however, the proxy confers discretionary power
on the persons named therein to vote in favor of a substitute nominee or
nominees for the Board.
INFORMATION ABOUT DIRECTORS AND OFFICERS. Set forth in the following table
is information about the nominees for election to the Board of Directors, all of
whom are currently Directors of the Fund:
------------------------------ ------------------------ ---------------------------------------------- ------------------
Name, Address*, Age Position, Length of Principal Occupation(s) and Other Number of Funds
Term Served, and Term Directorships Held During the Past Five Years in Fund Complex+
of Office Overseen by
Director
------------------------------ ------------------------ ---------------------------------------------- ------------------
------------------------------ ------------------------ ---------------------------------------------- ------------------
Independent Directors
Joel W. Looney, Director of the Fund Partner, Financial Management Group, LLC 3
Chairman since January, 2002. (investment adviser) since July 1999; CFO,
Age: 43 Chairman of the Board Bethany College1995-1999; Director, Boulder
of the Fund since Total Return Fund, Inc., since January 2001;
October 2004. Current Director and Chairman of the Board, First
Nominee for a term to Financial Fund, Inc., since August 2003.
expire at the 2007
annual meeting.
Dr. Dean L. Jacobson Current Nominee for a Founder and President of Forensic 2
Age: 67 term to expire at the Engineering, Inc. (engineering
200 annual meeting. investigations); Professor Emeritus at
Arizona State University, since 1997;
Professor of Engineering at Arizona State
University prior to 1997; Director, Boulder
Total Return Fund, Inc., since 2004;
Director, First Financial Fund, Inc., since
2003.
Richard I. Barr Director of the Fund Retired. Manager, Advantage Sales and 3
Age: 67 since January 2002. Marketing, Inc. (food brokerage), 1963-2001;
Current Nominee for a Director, Boulder Total Return Fund, Inc.,
term to expire at the since 1999 and Chairman of the Board since
2007 annual meeting. 2003; Director, First Financial Fund, Inc.,
since 2001.
Dennis R. Causier** Director of the Fund Retired. Managing Director and Chairman, 2
Age: 57 since October 2004. P.S. Group PLC (engineering and
Current Nominee for a construction), 1966-2001; Owner,
term to expire at the Professional Yacht Management Services
2007 annual meeting. (yacht management), 2002-present; Director,
First Financial Fund, Inc., since October,
2004.
------------------------------ ------------------------ ---------------------------------------------- ------------------
Interested Director***
------------------------------ ------------------------ ---------------------------------------------- ------------------
John S. Horejsi Director of the Fund Director of Horejsi Charitable Foundation 1
Age: 38 since May 2004. (private charitable foundation) since 1997.
Current nominee for a
term to expire at the
2007 annual meeting.
* Unless otherwise specified, the Directors' respective addresses are c/o
Boulder Growth & Income Fund, Inc., 1680 38th Street, Suite 800, Boulder,
Colorado 80301.
** Mr. Causier is a British citizen and a resident of Spain and substantially
all of his assets are located outside of the United States. As a result, it may
be difficult to realize of courts of the United States predicated upon civil
liabilities under federal securities laws of the United States. The Fund has
been advised that there is substantial doubt as to (i) the enforceability in
Spain of such civil remedies and criminal penalties as are afforded by the
federal securities laws of the United States, (ii) whether the Spanish courts
would enforce judgments of United States courts obtained in actions against Mr.
Causier predicated upon the civil liability provisions of the federal securities
laws, or (iii) whether Spanish courts would enforce, in an original action,
liabilities against Mr. Causier predicated solely on federal securities laws.
Mr. Causier has appointed the Secretary of the Fund (presently Stephanie Kelley
in Boulder, Colorado) as his agent for service of process in any legal action in
the United States, thus subjecting him to the jurisdiction of the United States
courts.
*** Mr. Horejsi is an "interested person" as a result of the extent of his
beneficial ownership of Fund shares and by virtue of his indirect beneficial
ownership of BIA and FAS.
+ Includes the Fund, Boulder Total Return Fund, Inc. and First Financial Fund,
Inc.
----------------------------
From the late 1980's until January, 2001, Mr. Looney served, without
compensation, as one of three trustees of the Mildred Horejsi Trust, an
affiliate of the EH Trust.
The names of the executive officers of the Fund are listed in the table
below. Each officer was elected to office by the Board at a meeting held on
April 26, 2005. This table also shows certain additional information. Officers
are elected annually and each officer will hold such office until a successor
has been elected by the Board.
------------------------------ -------------------------- ----------------------------------------------------------
Position, Length of
Name, Address, Age Term Served, and Term of Principal Occupation(s) and Other Directorships held
Office During the Past Five Years
------------------------------ -------------------------- ----------------------------------------------------------
Stephen C. Miller President of the Fund President of and General Counsel for BIA since 1999;
1680 38th Street, since January 2002 and Manager, Fund Administrative Services, LLC ("FAS" since
Suite 800 Director from January 1999); Vice President of SIA since 1999; Director and
Boulder, CO 80301 2002 through October President of Boulder Total Return Fund, Inc., since 1999
Age: 53 2004. Appointed (resigned as Director in 2004); Director and President
annually. of First Financial Fund, Inc. since 2003 (resigned as Director
and Chairman in 2004); President and General Counsel, Horejsi, Inc.
(liquidated in 1999); General Counsel, Brown Welding Supply, LLC
(sold in 1999); officer of various other Horejsi
Affiliates; Of Counsel, Krassa & Miller, LLC since 1991.
Carl D. Johns Chief Financial Officer, Vice President and Treasurer of BIA and Assistant
1680 38th Street, Chief Accounting Manager of FAS, since April, 1999; Vice President, Chief
Suite 800 Officer, Vice President Financial Officer and Chief Accounting Officer, Boulder
Boulder, CO 80301 and Treasurer since Total Return Fund, Inc., since 1999 and First Financial
Age: 43 January 2002. Appointed Fund, Inc., since August 2003.
annually.
Stephanie J. Kelley Secretary since January Secretary, Boulder Total Return Fund, Inc., since
1680 38th Street, 2002. Appointed October 2000 and First Financial Fund, Inc., since
Suite 800 annually. August 2003; Assistant Secretary and Assistant Treasurer
Boulder, CO 80301 of various other entities affiliated with the Horejsi
Age: 49 family; employee of FAS since March 1999.
Nicole L. Murphey Assistant Secretary Assistant Secretary, Boulder Total Return Fund, Inc.
1680 38th Street, since January 2002. since October 2000 and First Financial Fund, Inc. since
Suite 800 Appointed annually. August 2003; employee of FAS since July 1999.
Boulder, CO 80301
Age: 29
Set forth in the following table are the nominees for election to the Board
together with the dollar range of equity securities beneficially owned by each
Director as of the Record Date, as well as the aggregate dollar range of the
Fund's equity securities in all funds overseen in a family of investment
companies (i.e., other funds managed by BIA and SIA (collectively, the
"Advisers")).
OWNERSHIP OF THE FUND BY DIRECTORS
---------------------------------------------------------------------------------------------------------
Independent Directors and Nominees Dollar Range of Equity Aggregate Dollar Range of
Securities in the Fund Equity Securities in All Funds
in the Family of Investment
Companies
-------------------------------------- -------------------------------- ---------------------------------
Richard I. Barr $50,001 to $100,000 Over $100,000
Joel W. Looney $10,001 to $50,000 Over $100,000
Dean L. Jacobson $0 $50,001 to $100,000
Dennis R. Causier $10,001 to $50,000 Over $100,000
Interested Directors and Nominees
-------------------------------------- -------------------------------- ---------------------------------
John S. Horejsi Over $100,000+ Over $100,000
+ 2,602,100 Shares of the Fund are held by the EH Trust. Accordingly, Mr.
Horejsi may be deemed to have indirect beneficial ownership of such Shares. Mr.
Horejsi disclaims all such beneficial ownership. Mr. Horejsi does not directly
own any shares of the Fund.
---------------------------
None of the independent Directors or their family members owned
beneficially or of record any securities of the Advisers or any person directly
or indirectly controlling, controlled by, or under common control with the
Advisers.
DIRECTOR AND OFFICER COMPENSATION. The following table sets forth certain
information regarding the compensation of the Fund's Directors for the fiscal
year ended November 30, 2005. No persons (other than the non-interested
Directors, as set forth below) currently receive compensation from the Fund for
acting as a Director or officer. Directors and executive officers of the Fund do
not receive pension or retirement benefits from the Fund. Non-interested
Directors receive reimbursement for travel and other out of pocket expenses
incurred in connection with Board meetings.
Aggregate
Compensation
Name of Person and Position with the from the Fund Total Compensation from
Fund Paid to the Fund and Fund Complex
Directors Paid to Directors
----------------------------------------- ------------------- ----------------------------
Alfred G. Aldridge, Jr., Director $25,000 $54,000
(2 funds)
Richard I. Barr, Director $25,500 $87,000
(3 funds)
Dr. Dean Jacobson, Director Nominee $0 $57,500
(2 funds)
Joel W. Looney, Director and Chairman $32,500 $100,000
of the Board (3 funds)
Dennis R. Causier, Director $25,000 $53,500
(2 funds)
John S. Horejsi, Director
$0 $0
Each Director of the Fund who was not a Director, officer or employee of
one of the Advisers, or any of their affiliates, receives a fee of $8,000 per
annum plus $3,000 for each in person meeting, $500 for each Audit Committee
meeting and $500 for each telephonic meeting of the Board. In addition, the
Chairman of the Board and the Chairman of the Audit Committee receives $1,000
per meeting. Each non-interested Director of the Fund is reimbursed for travel
and out-of-pocket expenses associated with attending Board and Committee
meetings. The Board held ten meetings, six of which were held by telephone
conference call) during the fiscal year ended November 30, 2005. Each Director
currently serving in such capacity for the entire fiscal year attended at least
75% of the meetings of Directors and any Committee of which he is a member. The
aggregate remuneration paid to the Directors of the Fund for acting as such
during the fiscal year ended November 30, 2005 amounted to $108,000.
COMMITTEES OF THE BOARD OF DIRECTORS
AUDIT COMMITTEE; REPORT OF AUDIT COMMITTEE. The purpose of the Audit
Committee is to assist Board oversight of the integrity of the Fund's financial
statements, the Fund's compliance with legal and regulatory requirements, the
independent auditor's qualifications and independence and the performance of the
Fund's independent auditors. The Audit Committee reviews the scope and results
of the Fund's annual audit with the Fund's independent accountants and
recommends the engagement of such accountants. Management, however, is
responsible for the preparation, presentation and integrity of the Fund's
financial statements, and the independent accountants are responsible for
planning and carrying out proper audits and reviews. The Board of Directors
adopted a written charter for the Audit Committee on January 23, 2002 and most
recently amended the Charter on January 23, 2004. A copy of the Audit Committee
Charter was attached as an appendix to the Fund's 2004 annual proxy statement.
The Audit Committee is composed entirely of the Fund's independent
Directors, consisting of Messrs. Aldridge, Barr, Causier and Looney. The Board
of Directors has determined that Joel Looney qualifies as an "audit committee
financial expert," as defined under the Securities and Exchange Commission's
Regulation S-K, Item 401(h). The Audit Committee is in compliance with
applicable rules of the listing requirements for closed-end fund audit
committees, including the requirement that all members of the audit committee be
"financially literate" and that at least one member of the audit committee have
"accounting or related financial management expertise," as determined by the
Board. The Audit Committee is required to conduct its operations in accordance
with applicable requirements of the Sarbanes-Oxley Act and the Public Company
Accounting Oversight Board, and the members of the Audit Committee are subject
to the fiduciary duty to exercise reasonable care in carrying out their duties.
Each member of the Audit Committee is independent, as that term is defined by
the NYSE Listing Standards. The Audit Committee met four times during the fiscal
year ended November 30, 2005.
In connection with the audited financial statements as of and for the
period ended November 30, 2005 included in the Fund's Annual Report for the
period ended November 30, 2005 (the "Annual Report"), at a meeting held on
January 26, 2006, the Audit Committee considered and discussed the audited
financial statements with management and the independent accountants, and
discussed the audit of such financial statements with the independent
accountants.
The Audit Committee has received the written disclosures and letter from
the independent accountants required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees) and has discussed with
independent accountants their independence. The Audit Committee discussed with
the independent accountants the accounting principles applied by the Fund and
such other matters brought to the attention of the Audit Committee by the
independent accountants required by Statement of Auditing Standards No. 61,
Communications With Audit Committees, as currently modified or supplemented.
The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Fund in any
accounting, financial management or internal control capacity. Moreover, the
Audit Committee relies on and makes no independent verification of the facts
presented to it or representations made by management or the independent
accountants. Accordingly, the Audit Committee's oversight does not provide an
independent basis to determine that management has maintained appropriate
accounting and financial reporting principles and policies, or internal controls
and procedures, designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not provide assurance that
the audit of the Fund's financial statements has been carried out in accordance
with generally accepted accounting standards or that the financial statements
are presented in accordance with generally accepted accounting principles.
Based on its consideration of the audited financial statements and the
discussions referred to above with management and the independent accountants
and subject to the limitation on the responsibilities and role of the Audit
Committee set forth in the charter and those discussed above, the Audit
Committee of the Fund recommended to the Board that the audited financial
statements be included in the Fund's Annual Report and be mailed to stockholders
and filed with the SEC.
Submitted by the Audit Committee of the Fund's Board of Directors:
Alfred G. Aldridge, Jr.
Richard I. Barr
Dennis R. Causier
Joel W. Looney
NOMINATING COMMITTEE. The Board of Directors has a nominating committee
(the "Nominating Committee") consisting of Messrs. Looney, Aldridge, Causier and
Barr, which is responsible for considering candidates for election to the Board
in the event a position is vacated or created. Each member of the Nominating
Committee is independent, as that term is defined by the NYSE Listing Standards.
The Nominating Committee did not meet during the fiscal year ended November 30,
2005. The Nominating Committee met on January 16, 2006 and again on January 26,
2006, to consider the nomination of Dean L. Jacobson. Dean L. Jacobson was being
considered to fill a vacancy on the Board resulting from the resignation of
Alfred G. Aldridge, Jr. At this meeting, the Nominating Committee considered the
qualifications and determined the suitability of Dean L. Jacobson to be Director
and resolved to recommend Dean L. Jacobson to stockholders for election at the
2006 Annual Meeting. The Board of Directors has adopted a charter for the
Nominating Committee that is available on the Fund's website,
www.boulderfunds.net.
The Nominating Committee does not have a formal process for identifying
candidates. The Nominating Committee takes into consideration such factors as it
deems appropriate when nominating candidates. These factors may include
judgment, skill, diversity, experience with investment companies and other
organizations of comparable purpose, complexity, size and subject to similar
legal restrictions and oversight, the interplay of the candidate's experience
with the experience of other Board members, and the extent to which the
candidate would be a desirable addition to the Board and any committees thereof.
The Nominating Committee will consider all qualified candidates in the same
manner. The Nominating Committee may modify its policies and procedures for
director nominees and recommendations in response to changes in the Fund's
circumstances, and as applicable legal or listing standards change.
The Nominating Committee would consider director candidates recommended by
stockholders (if a vacancy were to exist) and submitted in accordance with
applicable law and procedures as described in this Proxy Statement (see
"Submission of Stockholder Proposals" below). Such recommendations should be
forwarded to the Secretary of the Fund.
The Fund does not have a compensation committee.
OTHER BOARD-RELATED MATTERS
Stockholders who wish to send communications to the Board should send them
to the address of the Fund and to the attention of the Board. All such
communications will be directed to the Board's attention.
The Fund does not have a formal policy regarding Board member attendance at
the Annual Meeting of Stockholders; however, all of the Directors of the Fund,
who were Directors at the time, attended the April 26, 2005 Annual Meeting of
Stockholders.
Vote Required. The election of Messrs. Looney, Jacobson and Causier as
Directors of the Fund will require the affirmative vote of a plurality of the
votes cast by holders of the Common Stock at the Meeting in person or by proxy
on Proposal 1; and the election of Messrs. Barr and Horejsi as Directors of the
Fund will require the affirmative vote of a plurality of the votes cast by the
holders of the AMPS at the Meeting in person or by proxy on Proposal 1.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE ELECTION OF ALL THE NOMINEES.
PROPOSAL 2
APPROVAL OR DISAPPROVAL OF MANAGED DISTRIBUTION POLICY
The Board unanimously recommends that stockholders approve a managed
distribution policy for the Fund (the "Managed Distribution Policy) in an effort
to narrow the Fund's discount to net asset value ("NAV"). The managed
distribution policy contemplated under Proposal 2 would result in initial
monthly distributions at the rate of approximately $.10 per share per month, or
$1.20 per share on an annual basis, subject to the Board's right to suspend,
modify or terminate the Managed Distribution Policy at any time.
Purpose and Background of the Managed Distribution Policy. A managed
distribution policy allows a fund to provide a regular, periodic distribution to
its common stockholders which is not dependent on the amount of income earned or
capital gains realized by the fund. An equity fund, such as the Boulder Growth &
Income Fund, is designed for investors to participate in a professionally
managed portfolio of equity investments. Over the long-term, equity investments
have historically provided higher total returns than fixed income investments,
such as bonds. However, unlike most fixed income funds, which pay stockholders a
regular dividend based on the fund's investment income, equity funds generally
pay a dividend once per year consisting of a relatively small amount of net
investment income and any net realized capital gains. A managed distribution
permits a fund to distribute a predetermined monthly amount, regardless of when
or whether income is earned or capital gains are realized. A managed
distribution policy recognizes that many investors are willing to accept the
potentially higher asset volatility of equity investments, but would prefer that
a consistent level of cash distributions are available to them each month for
reinvestment or other purposes of their choosing. Furthermore, the Fund
historically has traded at a discount to its NAV. In recent years, managed
distribution policies appear to have been effectively used to narrow trading
discounts for closed-end funds, and the Board believes that the Managed
Distribution Policy could have a similar effect on the Fund's discount. Of
course there can be no assurance that the Managed Distribution Policy will
narrow the Fund's discount or, if this does occur, it will persist over the long
term.
The Fund's management believes that exemptive relief from the SEC is not
required in the near term in order to implement the Managed Distribution Policy.
In 2004, the Fund applied to the SEC for exemptive relief from Section 19(b) of
the 1940 Act and Rule 19b-1 under the 1940 Act to enable the Fund to institute a
managed distribution policy. Section 19(b) of the 1940 Act limits an investment
company's ability to make multiple distributions of net realized long-term
capital gains each year, subject to certain exceptions contained in Rule 19b-1.
Historically, investment companies that wished to implement a managed
distribution policy requiring multiple capital gain distributions per year
routinely received exemptive relief from Section 19(b). However, as of the date
of this Proxy Statement, the SEC has not responded either favorably or
unfavorably to the Fund's request for exemptive relief. It is generally believed
that the SEC has imposed a moratorium on granting this type of request for
exemptive relief over concerns that inadequate disclosure by investment
companies regarding the tax characteristics of distributions has resulted in
fund investors not understanding that distributions may include a return of
capital and do not necessarily represent a dividend yield. Management believes
that, if implemented and managed as contemplated in Proposal 2, the Managed
Distribution Policy will not violate Section 19(b) because the Fund has
substantial capital loss carry-forwards that may be used to offset the Fund's
realized net capital gains for some period of time. Accordingly, the Fund does
not expect that distributions made pursuant to the Managed Distribution Policy
will consist of net long-term capital gains until the Fund's capital loss
carry-forwards are exhausted. If and when the Fund exhausts its capital loss
carry-forwards, then exemptive relief from Section 19(b) and Rule 19b-1 would be
required in order to continue making managed distributions. If exemptive relief
is not granted at that time, the Fund may be required to suspend the Managed
Distribution Policy. The Fund intends to continue in its efforts to obtain
exemptive relief from the SEC so that the Managed Distribution Policy can
continue uninterrupted.
If stockholders approve the Managed Distribution Policy, the Fund would begin
paying a monthly dividend to common stockholders at an initial rate of $.10 per
share per month, or $1.20 per share on an annual basis. The rate of payment
could be changed by the Board in its sole discretion at any time without any
notice to or consent by stockholders. Further, the Managed Distribution Policy
will be subject to immediate suspension or termination at any time and for any
reason at the sole discretion of the Board, without any notice to or consent by
stockholders. Because the Managed Distribution Policy will be implemented
without an exemption under Section 19(b) of the 1940 Act and Rule 19b-1, and its
continuation without violating Section 19(b) and Rule 19b-1 will be dependent on
a number of factors over which the Fund has no control (e.g., market
fluctuations), the Fund will need the flexibility to modify, suspend or
terminate the Managed Distribution Policy immediately if the Board deems such
action to be in the best interest of the Fund.
A Note Regarding the Fund's Dividend Reinvestment Program. The Fund reinstated
its dividend reinvestment program ("DRIP") in 2004 when it initially sought
exemptive relief from Section 19(b). The DRIP allows participating stockholders
to reinvest the Fund's dividends. The DRIP is an excellent way for stockholders
to build shares in the Fund automatically with each dividend payment. If the
Fund's shares are trading at a discount to NAV at the time of the dividend
payment, the Fund's plan agent (PFPC, Inc) will arrange to buy shares on the
open market as long as the shares remain at a discount. If the market price of
the Fund's shares trade at or above the NAV, then the Fund will issue new shares
at the greater of NAV or 95% of the market price per share on the payment date.
The DRIP program is available to all registered stockholders (i.e., shareholders
who hold stock in their own name, not in street name through a brokerage firm).
Registered holders are automatically enrolled in the DRIP. Shareholders who do
not wish to participate need to contact the plan agent by phone or by mail, and
request that their dividends be paid in cash, rather than in shares. Most
stockholders hold their stock through a brokerage firm, which means their shares
are held in "street name." If they hold their shares in street name, they may
participate in the DRIP only if their brokerage firm permits participation. If
the broker doesn't participate in dividend reinvestment programs and the
stockholder still wishes to be enrolled in the DRIP, they can request that their
broker register shares in their name as the beneficial holder of the stock.
Advantages and Disadvantages of the Managed Distribution Policy. The two
principal advantages of a managed distribution policy are that it (i) will
provide a regular, periodic cash distribution to Fund stockholders and (ii) may
also reduce the trading discount for the Fund's common stock, thus enhancing
stockholder value. Managed distribution payments, however, will not necessarily
represent "yield" on a stockholder's investment in the Fund. Yield is generally
a measure of the amount of net investment income, or earnings, that are
distributed to a fund's stockholders. Historically, the Fund has not earned or
distributed a significant amount of net investment income. For example, in 2005
the Fund distributed only $.02 per share of net investment income. We do not
want our stockholders to believe that the managed distributions result in a
"high yield", or that the Fund is a "high yield fund". Based on its current
portfolio makeup, the Fund expects substantially all of the managed distribution
payments to consist of return of capital. Nonetheless, financial publications
often perpetuate a misconception by characterizing managed distributions by
closed-end funds as a dividend "yield", thus potentially confusing investors who
are seeking high yield financial products.
One of the principal disadvantages of the Managed Distribution Policy is that it
is subject to modification, suspension or termination at any time by the Board.
Suspension or termination of the Managed Distribution Policy may be required if
the Fund has exhausted its capital loss carry-forwards and has not been
successful in obtaining exemptive relief from Section 19(b) of the 1940 Act and
Rule 19b-1. It is not possible to predict when the Fund's capital loss
carry-forwards will be exhausted. In addition, it is uncertain whether the SEC
will resume granting exemptive relief from Section 19(b) and Rule 19b-1 or
whether the SEC will impose conditions on applicants for exemptive relief that
the Board will find acceptable. The Board may modify, suspend or terminate the
Managed Distribution Policy for any reason, including, for example, if the
Managed Distribution Policy has the effect of shrinking the Fund's assets to a
level that is determined to be detrimental to Fund stockholders. The suspension
or termination of the Managed Distribution Policy could have the effect of
abruptly creating a trading discount (if the Fund is trading at or above NAV) or
widening an existing trading discount.
The Managed Distribution Policy also may have a negative tax impact on
stockholders. If the Fund has net realized long-term capital gains during its
fiscal year, and the Fund has paid out distributions during the year, the
Internal Revenue Code will deem such gains to have been paid out, even in
circumstances where the distributions have not resulted in the violation of
Section 19(b) of the 1940 Act. These gains will be treated as ordinary income,
and will be taxed at ordinary income tax rates instead of the more favorable
long-term capital gain rate. Moreover, notwithstanding the stockholders being
treated as if they have received ordinary income, the Fund would still lose its
capital loss carry-forwards in the amount of the gains realized. Accordingly,
the payment of managed distributions when the Fund is utilizing capital loss
carry-forwards to offset realized capital gains will result in tax
inefficiencies for the Fund's stockholders. The foregoing is not intended to be
a complete discussion on the tax consequences of the Managed Distribution
Policy, and stockholders are urged to seek their own professional tax advice
regarding this matter.
One additional disadvantage of the Managed Distribution Policy is the potential
effect on the Fund's expense ratio. If the Fund's total return is less than the
annual distribution, the Managed Distribution Policy could have the effect of
shrinking the assets of the Fund and thus increasing the Fund's expense ratio
(i.e., the Fund's fixed expenses will be spread over a smaller pool of assets).
The Fund's investment objective will still be total return, and the types of
securities in which the Fund invests will not change. The Advisers do not expect
to change the makeup of the portfolio based on the payment of a managed
distribution, nor will the Advisers make significant changes to the portfolio or
seek to invest in "high yielding" securities. The Fund currently has a
concentration policy in REITs which requires that the Fund invest at least 25%
of its assets in REITs, and this policy will remain unchanged. The Fund may
carry a slightly higher cash balance from time to time in order to fulfill the
distribution payments. If the Fund carries higher cash balances during rising
equity markets, the Fund's performance may be negatively affected relative to
other equity funds. Conversely, carrying higher cash balances during declining
equity markets may positively affect the Fund's performance. The Board has
obtained assurances from the Advisers that decisions with respect to the timing
of the purchase or sale of portfolio investments will not be affected by the
Managed Distribution Policy. It is possible, however, that despite these
assurances the Advisers may cause the Fund to delay realization of capital gains
to avoid adverse income tax consequences to stockholders relating to the Managed
Distribution Policy (i.e., the Advisers might elect to avoid or delay selling a
position which they would have otherwise sold to avoid realizing capital gains
or to sell a position they would have otherwise held to accelerate capital
losses for the purpose of offsetting realized gains).
Considerations by the Board of Directors. The Board commenced its analysis of
managed distribution policies in early 2004, and met several times during the
first six months of the year to consider implementing a managed distribution
policy. In July 2004, the Board determined that it was in the best interests of
the Fund to pursue a managed distribution policy, and thus authorized management
to submit an application to the SEC for exemptive relief from Section 19(b) of
the 1940 Act and Rule 19b-1. Since the application was submitted, the Board has
held a number of discussions at regular meetings regarding the delay in the
SEC's approval of the exemptive application and alternatives available to the
Fund for making managed distributions in conformance with Section 19(b) and Rule
19b-1. Most recently, the Board held a special meeting on March 6, 2006, called
for the purpose of considering a stockholder-approved managed distribution
policy as described in this Proposal. At this meeting, the Directors met with
management of the Fund and Fund counsel to discuss the significant aspects of
the Managed Distribution Policy. At this meeting, the Board also unanimously
resolved to recommend the Managed Distribution Policy for approval by
stockholders.
In considering the Managed Distribution Policy, the Board recognized that a
managed distribution policy would allow the Fund to provide a regular, periodic
distribution of cash to its common stockholders which does not necessarily
depend on when or whether income is earned or capital gains are realized. In
addition, given (i) the Fund's persistent trading discount to NAV, (ii) that the
Fund's prior measures to reduce the trading discount have not been effective,
(iii) that the Fund has substantial capital loss carry-forwards, and (iv) that,
generally, managed distribution policies appear to have been effectively used to
narrow trading discounts for closed-end funds, the Board determined that
implementation of the Managed Distribution Policy is in the best interest of the
Fund and its stockholders. The Board considered the potential effects of the
Managed Distribution Policy on the management of the Fund's portfolio and the
potential negative tax impact that the Managed Distribution Policy may have on
Fund stockholders in certain circumstances. The Board also considered that, if
the SEC continues its moratorium on approving applications for exemptive relief
from Section 19(b) and Rule 19b-1, that the Managed Distribution Policy may?
have to be terminated once the Fund has exhausted its capital loss
carry-forwards and that such termination may result in an abrupt, negative
impact on the market price of the Fund's common shares. The Board recognized
that implementation of the Managed Distribution Policy could have the effect of
shrinking the Fund's assets and thus increasing the Fund's expense ratio. The
Board also recognized the common misconception by investors in closed-end funds
that funds whose managed distribution policies pay a high percentage of net
assets are paying a "high yield". In this regard, if this Proposal is adopted by
stockholders, the Board has directed Fund management to take such measures and
make such disclosures so as to minimize any such misperceptions about the
distributions under this Proposal. After full consideration of the foregoing
factors, the Board determined that the advantages of supporting the Fund's
market price and increasing stockholder value outweighed the potential risks of
implementing the policy.
Vote Required. Under applicable law, the approval of the Fund's
stockholders is not required for the Fund to adopt and implement the Managed
Distribution Policy. However, the Board has elected to seek the approval of the
stockholders in light of the potential disadvantages of the Managed Distribution
Policy to the Fund's stockholders. Proposal 2 therefore requires the affirmative
vote of a majority of shares voting together as a single class.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 2.
PROPOSAL 3
AMENDMENT TO THE CHARTER WITH RESPECT TO THE NUMBER OF DIRECTORS
The Board proposes and unanimously recommends that stockholders approve an
amendment to the Fund's Charter to provide that Section 5.1 of the Charter,
which states that the number of directors of the Fund shall be five, be made
subject to the provisions of the AMPS or any new class or series of preferred
stock of the Fund. The terms of the AMPS contemplate increasing the size of the
Board under certain limited circumstances (e.g., if the Fund has not paid the
dividends under the AMPS) so as to give the holders of the AMPS the ability to
elect a majority of the Directors. However, given the language of Section 5.1,
it is unclear whether the size of the Board could be legally increased under the
terms of the Articles Supplementary in order to give the AMPS holders the
majority contemplated under the 1940 Act.
Section 5.1 of the Charter reads as follows:
The number of directors shall be five.
Proposal 3 would amend Section 5.1 of the Charter to read, in its entirety, as
follows:
Subject to the provisions of any class or series of Preferred Stock,
the number of directors shall be five.
Purpose of the Amendment. The purpose of this proposal is to eliminate the
conflict between (i) the language of Section 5.1 of the Fund's charter which, in
its present form, clearly sets the number of Directors at five, (ii) the
requirements imposed by the terms of the AMPS for the protection of the holders
of the AMPS and (iii) the requirements imposed by the 1940 Act which require
provisions to be made to allow the holders of the AMPS to elect a majority of
the Directors at any time dividends remain unpaid for a period of two years.
The Board considered this Proposal at a special meeting held on March 6, 2006.
The Board has determined that this Proposal is advisable to conform with the
1940 Act and the intent of the terms of the AMPS.
Vote Required. Approval of Proposal 3 requires the affirmative vote of a
majority of the votes entitled to be cast on the matter by the holders of the
Common Stock and AMPS, voting as a single class.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 3.
SUBMISSION OF STOCKHOLDER PROPOSALS
Notice is hereby given that for a stockholder proposal to be considered for
inclusion in the Fund's proxy material relating to its 2007 annual meeting of
stockholders, the stockholder proposal must be received by the Fund no later
than November ___, 2006. Any such proposal shall set forth as to each matter the
stockholder proposes to bring before the meeting (i) a brief description of the
business desired to be brought before the meeting and the reasons for conducting
such business at the meeting, (ii) the name and address, as they appear on the
Fund's books, of the stockholder proposing such business, (iii) the class and
number of shares of the capital stock of the Fund which are beneficially owned
by the stockholder, and (iv) any material interest of the stockholder in such
business. Stockholder proposals, including any accompanying supporting
statement, may not exceed 500 words. A stockholder desiring to submit a proposal
must be a record or beneficial owner of Shares with a market value of $2,000 and
must have held such Shares for at least one year. Further, the stockholder must
continue to hold such Shares through the date on which the meeting is held.
Documentary support regarding the foregoing must be provided along with the
proposal. There are additional requirements regarding proposals of stockholders,
and a stockholder contemplating submission of a proposal is referred to Rule
14a-8 promulgated under the 1934 Act. The timely submission of a proposal does
not guarantee its inclusion in the Fund's proxy materials.
Pursuant to the Fund's By-laws, at any annual meeting of the stockholders,
only business that has been properly brought before the meeting will be
conducted. To be properly brought before the annual meeting, the business must
be (i) specified in the notice of meeting, (ii) by or at the direction of the
Board of Directors, or (iii) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before the annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary of the Fund. To be timely, a stockholder's notice must be
delivered to the Secretary at 1680 38th Street, Suite 800, Boulder, Colorado
80301 no later than 5:00 p.m., Mountain Time, on the 120th day prior to the
first anniversary of the date of mailing of the notice for the preceding year's
annual meeting. However, if the date of the annual meeting is advanced or
delayed by more than 30 days from the first anniversary of the date of the
preceding year's annual meeting, for notice by the stockholder to be timely, it
must be delivered not later than 5:00 p.m., Mountain Time, on the later of the
120th day prior to the date of such annual meeting or the tenth day following
the day on which public announcement of the date of such meeting is first made.
The public announcement of a postponement or adjournment of an annual meeting
shall not commence a new time period for the giving of a stockholder's notice as
described above.
Pursuant to the Fund's By-laws, such stockholder's notice shall set forth
(i) as to each individual whom the stockholder proposes to nominate for election
or reelection as a director, (A) the name, age, business address and residence
address of such individual, (B) the class, series and number of any shares of
stock of the Fund that are beneficially owned by such individual, (C) the date
such shares were acquired and the investment intent of such acquisition, (D)
whether such stockholder believes any such individual is, or is not, an
"interested person" of the Fund, as defined in the 1940 Act and information
regarding such individual that is sufficient, in the discretion of the Board of
Directors or any committee thereof or any authorized officer of the Fund, to
make such determination and (E) all other information relating to such
individual that is required to be disclosed in solicitations of proxies for
election of directors in an election contest (even if an election contest is not
involved), or is otherwise required, in each case pursuant to Regulation 14A (or
any successor provision) under the Exchange Act and the rules thereunder
(including such individual's written consent to being named in the proxy
statement as a nominee and to serving as a director if elected); (ii) as to any
other business that the stockholder proposes to bring before the meeting, a
description of such business, the reasons for proposing such business at the
meeting and any material interest in such business of such stockholder and any
Stockholder Associated Person (as defined below), individually or in the
aggregate, including any anticipated benefit to the stockholder and the
Stockholder Associated Person therefrom; (iii) as to the stockholder giving the
notice and any Stockholder Associated Person, the class, series and number of
all shares of stock of the Fund which are owned by such stockholder and by such
Stockholder Associated Person, if any, and the nominee holder for, and number
of, shares owned beneficially but not of record by such stockholder and by any
such Stockholder Associated Person; (iv) as to the stockholder giving the notice
and any Stockholder Associated Person covered by the immediately preceding
clauses (ii) or (iii), the name and address of such stockholder, as they appear
on the Fund's stock ledger and current name and address, if different, and of
such Stockholder Associated Person; and (v) to the extent known by the
stockholder giving the notice, the name and address of any other stockholder
supporting the nominee for election or reelection as a director or the proposal
of other business on the date of such stockholder's notice. "Stockholder
Associated Person" of any stockholder shall mean (i) any person controlling,
directly or indirectly, or acting in concert with, such stockholder, (ii) any
beneficial owner of shares of stock of the Fund owned of record or beneficially
by such stockholder and (iii) any person controlling, controlled by or under
common control with such Stockholder Associated Person.
ADDITIONAL INFORMATION
INDEPENDENT ACCOUNTANTS. The Audit Committee of the Board, consisting of
those Directors who are not "interested persons" (as defined in the 1940 Act),
will select the Fund's independent accountants for the Fund's fiscal year ending
November 30, 2006 at the Board's regular quarterly meeting in July 2006. KPMG
LLP ("KPMG"), 99 High Street, Boston, Massachusetts 02110-2371, served as
independent accountants for the Fund for the Fund's fiscal year ending November
30, 2005. A representative of KPMG will not be present at the Meeting but will
be available by telephone and will have an opportunity to make a statement if
the representative so desires and will be available to respond to appropriate
questions.
Set forth below are audit fees and non-audit related fees billed to the
Fund for professional services received from KPMG for the Fund's fiscal years
ended November 30, 2004 and 2005, respectively.
Fiscal Year Ended Audit Fees Audit-Related Fees Tax Fees* All Other Fees
----------------- ---------- ------------------ --------- --------------
11/30/2004 $23,600 $0 $5,850 $ 0
11/30/2005 $25,250 $0 $6,000 $18,000+
* "Tax Fees" are those fees billed to each Fund by KPMG in connection with
tax consulting services, including primarily the review of each Fund's
income tax returns.
+ This fee pertained to the comfort letter related to the Fund's issuance of
Auction Market Preferred Shares.
The Audit Committee Charter requires that the Audit Committee pre-approve
all audit and non-audit services to be provided by the auditors to the Fund, and
all non-audit services to be provided by the auditors to the Fund's investment
adviser and any service providers controlling, controlled by or under common
control with the Funds' investment adviser ("affiliates") that provide on-going
services to each Fund, if the engagement relates directly to the operations and
financial reporting of each Fund, or to establish detailed pre-approval policies
and procedures for such services in accordance with applicable laws. All of the
audit, audit-related and tax services described above for which KPMG billed the
Fund fees for the fiscal years ended November 30, 2004 and November 30, 2005
were pre-approved by the Audit Committee.
KPMG has informed the Fund that it has no direct or indirect financial
interest in the Fund. For the Fund's fiscal year ended November 30, 2005, KPMG
did not provide any non-audit services or bill any fees for such services to the
Funds' investment adviser or any affiliates thereof that provide services to the
Fund. The Horejsi Affiliates have engaged KPMG from time to time in the past to
provide various accounting, auditing and consulting services and currently
engages KPMG as a consultant with respect to ongoing tax related issues. For the
twelve months ended November 30, 2004, the Horejsi Affiliates paid $3,800 to
KPMG for their services. For the twelve months ended November 30, 2005, the
Horejsi Affiliates paid $0 to KPMG for their services. The Audit Committee has
considered and concluded that the provision of non-audit services is compatible
with maintaining the auditors' independence.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Section 16(a) of
the 1934 Act and Section 30(h) of the 1940 Act requires the Fund's Directors and
officers, persons affiliated with the Fund's investment advisers, and persons
who own more than 10% of a registered class of the Fund's securities, to file
reports of ownership and changes of ownership with the SEC and the New York
Stock Exchange. Directors, officers and greater-than-10% stockholders are
required by SEC regulations to furnish the Fund with copies of all Section 16(a)
forms they file. Based solely upon the Fund's review of the copies of such forms
it receives and written representations from such persons, the Fund believes
that through the date hereof all such filing requirements applicable to such
persons were complied with.
BROKER NON-VOTES AND ABSTENTIONS. An uninstructed proxy for shares held by
brokers or nominees as to which (i) instructions have not been received from the
beneficial owners or the persons entitled to vote and (ii) the broker or nominee
does not have discretionary voting power on a particular matter is a broker
"non-vote". Proxies that reflect abstentions or broker non-votes (collectively
"abstentions") will be counted as shares that are present and entitled to vote
on the matter for purposes of determining the presence of a quorum. In
circumstances where the vote to approve a matter is a percentage of votes cast
(e.g., Proposal y1), abstentions have no effect because they are not a vote
cast. Thus, they will be disregarded in determining the "votes cast" on the
particular issue.
OTHER MATTERS TO COME BEFORE THE MEETING
The Fund does not intend to present any other business at the Meeting, nor
is it aware that any stockholder intends to do so. If, however, any other
matters are properly brought before the Meeting, the persons named in the
accompanying form of proxy will vote thereon in accordance with their
discretion.
--------------------------------------------------------------------------------
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE AND
RETURN ALL PROXY CARDS AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
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INTENTIONALLY LEFT BLANK
PROXY
BOULDER GROWTH & INCOME FUND, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Common Stock of Boulder Growth & Income
Fund, Inc., a Maryland corporation (the "Fund"), hereby appoints Stephen C.
Miller, Carl D. Johns, and Jon-Luc Dupuy, or any of them, as proxies for the
undersigned, with full powers of substitution in each of them, to attend the
Annual Meeting of Stockholders (the "Annual Meeting") to be held at the
Scottsdale Plaza Resort, 7200 N. Scottsdale Road, Scottsdale, Arizona at 9:00
a.m. Mountain Standard Time (local time), on April 24, 2006, and any
adjournments or postponements thereof, to cast on behalf of the undersigned all
votes that the undersigned is entitled to cast at the Annual Meeting and to
otherwise represent the undersigned at the Annual Meeting with all the powers
possessed by the undersigned if personally present at the Meeting. The votes
entitled to be cast will be cast as instructed below. If this Proxy is executed
but no instruction is given, the votes entitled to be cast by the undersigned
will be cast "FOR" each of the nominees for Director and "FOR" each of the other
proposals described in the Proxy Statement. The undersigned hereby acknowledges
receipt of the Notice of Annual Meeting and Proxy Statement. In their
discretion, the proxies are authorized to vote upon such other business as may
properly come before the Meeting. A majority of the proxies present and acting
at the Annual Meeting in person or by substitute (or, if only one shall be so
present, then that one) shall have and may exercise all of the power and
authority of said proxies hereunder. The undersigned hereby revokes any proxy
previously given.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
Please indicate your vote by an "X" in the appropriate box below.
This proxy, if properly executed, will be voted in the manner directed by the
undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1, 2 AND 3.
Please refer to the Proxy Statement for a discussion of the Proposals.
------------ ------------------------------------------------------------- ----------- ----------------- -------------------------
Election of Directors: Nominees are Joel W. Looney, Dennis FOR____ WITHHOLD___ FOR ALL EXCEPT ___
1. R. Causier., and Dr. Dean L. Jacobson.
------------ ------------------------------------------------------------- ----------- ----------------- -------------------------
Instruction: If you do not wish your shares voted "for" a particular nominee,
mark the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted "For" the remaining nominee(s).
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" ELECTION OF ALL THE NOMINEES
----------------------------------------------------------------------------------------------------------------------------------
2. Implementation of a managed distribution policy. FOR___ AGAINST ___ ABSTAIN ___
----------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THIS
PROPOSAL, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT
----------------------------------------------------------------------------------------------------------------------------------
3. An amendment to the Charter to provide that the number of FOR___ AGAINST ___ ABSTAIN ___
directors of the Fund shall be five, subject to the
provisions of any class or series of Preferred Stock.
----------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THIS
PROPOSAL, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT
----------------------------------------------------------------------------------------------------------------------------------
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT ____
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
NOTE: Please sign exactly as your name appears on this Proxy. If joint owners,
EACH should sign this Proxy. When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please give your full title.
Signature:
-------------------------
Date:
-------------------------
Signature:
-------------------------
Date:
-------------------------
[AMPS PROXY CARD]
PROXY
BOULDER TOTAL RETURN FUND, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of the Auction Market Preferred Stock ("AMPS")
of Boulder Growth & Income Fund, Inc., a Maryland corporation (the "Fund"),
hereby appoints Stephen C. Miller, Carl D. Johns, and Jon-Luc Dupuy, or any of
them as proxies for the undersigned, with full powers of substitution in each of
them, to attend the Annual Meeting of Stockholders (the "Annual Meeting") to be
held at the Scottsdale Plaza Resort, 7200 N. Scottsdale Road, Scottsdale,
Arizona at 9:00 a.m. Mountain Standard Time (local time), on April 24, 2006, and
any adjournments or postponements thereof, to cast on behalf of the undersigned
all votes that the undersigned is entitled to cast at the Annual Meeting and to
otherwise represent the undersigned at the Annual Meeting with all the powers
possessed by the undersigned if personally present at the Meeting. The votes
entitled to be cast will be cast as instructed below. If this Proxy is executed
but no instruction is given, the votes entitled to be cast by the undersigned
will be cast "FOR" each of the nominees for Director and "FOR" each of the other
proposals described in the Proxy Statement. The undersigned hereby acknowledges
receipt of the Notice of Annual Meeting and Proxy Statement. In their
discretion, the proxies are authorized to vote upon such other business as may
properly come before the Meeting. A majority of the proxies present and acting
at the Annual Meeting in person or by substitute (or, if only one shall be so
present, then that one) shall have and may exercise all of the power and
authority of said proxies hereunder. The undersigned hereby revokes any proxy
previously given.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
Please indicate your vote by an "X" in the appropriate box below.
This proxy, if properly executed, will be voted in the manner directed by the
undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1, 2 AND 3.
Please refer to the Proxy Statement for a discussion of the Proposals.
------------ ------------------------------------------------------------- ----------- ----------------- -------------------------
1. Election of Directors: Nominees are John S. Horejsi and FOR____ WITHHOLD___ FOR ALL EXCEPT ___
Richard I. Barr.
------------ ------------------------------------------------------------- ----------- ----------------- -------------------------
Instruction: If you do not wish your shares voted "for" a particular nominee,
mark the "For All Except" box and strike a line through the name(s) of the
nominee(s). Your shares will be voted "For" the remaining nominee(s).
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" ELECTION OF ALL THE NOMINEES
----------------------------------------------------------------------------------------------------------------------------------
2. Implementation of managed distribution policy. FOR___ AGAINST ___ ABSTAIN ___
----------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THIS
PROPOSAL, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT
----------------------------------------------------------------------------------------------------------------------------------
3. An amendment to the Charter to provide that the number of FOR___ AGAINST ___ ABSTAIN ___
directors of the Fund shall be five, subject to the
provisions of any class or series of Preferred Stock.
----------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THIS
PROPOSAL, AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT
----------------------------------------------------------------------------------------------------------------------------------
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT ____
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
NOTE: Please sign exactly as your name appears on this Proxy. If joint owners,
EACH should sign this Proxy. When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please give your full title.
Signature:
-------------------------
Date:
-------------------------
Signature:
-------------------------
Date:
-------------------------