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BOULDER GROWTH & INCOME FUND, INC.
(Name of Registrant as Specified In Its Charter)
Stephen C. Miller
2344 Spruce Street, Suite A
Boulder, Colorado 80302
(303) 449-0426
(Name of Person(s) Filing Proxy Statement)
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BOULDER GROWTH & INCOME FUND ANNOUNCES SHAREHOLDER PROPOSALS
Boulder, Colo. - (BUSINESS WIRE) - November 12, 2008 - The Boulder Growth &
Income Fund, Inc. (NYSE: BIF) announced today that it recently received two
unsolicited shareholder proposals. The proposals seek to elect alternative
directors to the Fund's Board of Directors, terminate the Fund's investment
co-advisory contracts and continue an "aggressive" level-rate distribution
policy.
Although the proposals were provided by two separate shareholders, Ralph W.
Bradshaw and Ronald G. Olin, the Fund understands that these shareholders
previously have submitted similar proposals to other closed-end funds in concert
with an affiliated institutional manager, Doliver Capital Adviser, L.P.
("Doliver"). Doliver's most recent filing with the SEC indicates it holds
approximately 17% of the Fund's shares and Mr. Olin has indicated that he is
employed by Doliver as its "chief trader". The Fund believes that Messrs. Olin
and Bradshaw, who according to public records are brothers-in-law, together with
Doliver and its investors, are "affiliates" and a "group" for purposes of
various federal securities laws and have failed to make required filings as a
group. The Fund also believes that one or more of this group have acquired
positions in the Fund's shares in excess of that permitted under federal law.
The Fund intends to refer the group's excess holdings to the SEC for review. The
Fund also intends to explore other independent remedies against the group,
including Doliver and its investors, for possible violations of federal
securities laws.
Mr. Bradshaw's nominees consist of persons who either serve as directors for the
Cornerstone Funds (i.e., Cornerstone Total Return Fund, Inc. (CRF) and
Cornerstone Strategic Value Fund, Inc. (CLM)), or are employed by Cornerstone
Funds' investment manager, Cornerstone Advisors, Inc.
When asked about the group's proposals, Steve Miller, the Fund's president, said
"the Cornerstone Funds' track record speaks for itself. For the trailing
one-year period ending 10/31/08 CRF's total return on NAV was -40.35% and CLM's
was -38.5%. This compares to BIF's return on NAV for the same period of -17.3%.
CRF's market price has suffered even more, falling from a lofty 105% premium in
July 2008 to about a 10% premium as of last Friday. And CLM was at a 64% premium
in May 2008 and as of Friday was at a discount of -1.2%." Mr. Miller noted that
in October, the Cornerstone Funds held a special meeting for the purpose of
effecting a reverse stock split, which the Fund regards as an effort to deal
with the fallout of the Cornerstone "aggressive" distribution policy.
The group also proposed to terminate the investment co-advisory contract between
the Fund and Boulder Investment Advisers and Stewart Investment Advisers (the
"Boulder Advisers"). We anticipate, based on the group's past behavior, that the
group would propose Cornerstone Advisors, Inc. as a replacement adviser. Joel
Looney, the Chairman of the Board of BIF, said "given the poor market and NAV
performance of Cornerstone Funds, it is likely that the Board would vigorously
oppose this sort of proposal. Considering the state of the market and economy
over the past several months, the Fund has performed remarkably well against the
S&P 500, and especially relative to the Cornerstone Funds." The Boulder Advisers
have managed the Fund since January 2002. Over the trailing 5-year period ending
10/31/08, BIF has had an annualized total return on NAV of 7.35%. Over the same
trailing 5-year period, CRF has had an annualized LOSS of -2.6%. The S&P 500
Index has had a total return over that 5-year period of 0.25% annualized. Mr.
Miller commented, "It's hard to imagine that someone with Cornerstone's track
record would have the audacity to suggest that the Boulder Advisers with their
track record be replaced. Maybe they should take care of the cooking in their
own kitchen before they recommend a new chef in ours."
The group also said it will recommend to the Fund's shareholders that the Fund
continue an "aggressive level-rate distribution policy". At its regularly
scheduled meeting on November 10, 2008, the Board considered the proposal, as
well as an opposing proposal from Fund's management which recommended a
significant reduction or suspension of the Fund's current distribution. The
Board viewed the group's proposal as overlooking the many factors that the Board
must take into consideration in implementing and maintaining a level-rate
distribution policy. Such factors include, for example, the Fund's previously
stated goal of tying its distribution rate to its long-term performance,
compliance with certain federal securities laws on maintaining the level-rate
distribution policy, the impact of an aggressive policy on the Fund's leverage
coverage ratio, the policy's current and long-term efficacy in narrowing the
Fund's discount from net asset value, the tax consequences of level-rate
distributions, and the long-term investment interests of all of the Fund's
shareholders. Mr. Looney said that "the dissident's proposals make no mention of
any of these factors and, given Cornerstone's performance, Mr. Bradshaw and his
nominees appear not to fully appreciate these matters. Their track record and
unchecked distribution policy indicates that their interests are not aligned
with the long-term interests of the shareholders for those funds."
Mr. Miller said that "the Fund intends to pursue very aggressively its claims
that this group and their investors are acting in violation of federal
securities laws, including referring this matter to the SEC. We are concerned
that, given their past tactics and their poor stewardship of the Cornerstone
Funds, their proposals would destroy value and not serve the long-term interests
of our shareholders. Any proposal such as theirs to destroy the long-term value
of one of the better-performing closed-end equity funds must be viewed with
great skepticism."
Mr. Miller further stated: "We believe that the shareholder group led by Messrs.
Olin and Bradshaw, including Doliver, is known in the closed-end fund industry
as a group who acts in concert to gain control over closed-end funds with little
regard for federal securities laws. This group tries to take action with respect
to its own interests to profit at the expense of the interests of long-term
shareholders. This group may posture itself to be an advocate for shareholder
rights, but we believe that it acts only for its investors' personal profit,
irrespective of whether their proposed actions are detrimental to long-term
shareholders who have invested in the Fund. They have targeted the wrong Fund."
The Fund is a closed-end management investment company co-managed by Stewart
Investment Advisers and Boulder Investment Advisers, LLC. For more information
on the Fund, please visit www.boulderfunds.net. Information contained in this
press release was obtained from reputable third-party sources and is believed to
be current and reliable. The Fund is not responsible for the accuracy or
reliability of such third-party information. Past performance is no indicator or
guarantee of future results.
This communication may be deemed to be solicitation material in respect to the
Fund's next stockholder meeting. The Boulder Growth & Income Fund and its
respective directors, executive officers and certain other members of management
may be soliciting proxies from Fund stockholders in connection with the matters
described in this press release. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the solicitation of such
stockholders in connection with these matters will be set forth in the proxy
statement for the Fund's next meeting when it is filed with the SEC.
Stockholders are advised to read that proxy statement when it becomes available
because it will contain important information. The proxy statement along with
any other relevant documents will be available for free at www.sec.gov.
Contact:
Nicole Murphey
Fund Administrative Services, L.L.C.
303-449-0426