SCHEDULE 13DA
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
2/13/2006
1. NAME OF REPORTING PERSON
Bulldog Investors, Phillip Goldstein, Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
NA
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________
7. SOLE VOTING POWER
NA
8. SHARED VOTING POWER
NA
9. SOLE DISPOSITIVE POWER
NA____________________________________________________
10. SHARED DISPOSITIVE POWER
NA
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,031,300
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
9.1%
14. TYPE OF REPORTING PERSON
NA
___________________________________________________________
1. NAME OF REPORTING PERSON
Phillip Goldstein
2. CHECK THE BOX IF MEMBER OF A GROUP a[]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
________________________________________________________________
7. SOLE VOTING POWER
257,800
8. SHARED VOTING POWER
37,300
9. SOLE DISPOSITIVE POWER
682,400
____________________________________________________
10. SHARED DISPOSITIVE POWER
348,900
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,031,300
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
9.1%
14. TYPE OF REPORTING PERSON
IA
___________________________________________________________
1. NAME OF REPORTING PERSON
Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
348,900
8. SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
0__________________________________________________________
10. SHARED DISPOSITIVE POWER
348,900
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
348,900
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES []
________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
3.38%
14. TYPE OF REPORTING PERSON
IA
________________________________________________________________
The following constitutes Amendment No. 4 to the Schedule 13D
fled by the undersigned on May 23, 2005. This Amendment No. 4
amends the Schedule 13D as specifically set forth.
Item 2 is amended as follows:
Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Bulldog Investors, Phillip
Goldstein, 60 Heritage Drive, Pleasantville, NY 10570 a principal
of Bulldog Investors and Andrew Dakos, 43 Waterford Drive,
Montville, NJ 07045, also a principal of Bulldog Investors. Mr.
Goldstein and Mr. Dakos are self-employed investment advisors.
During the past 5 years neither Mr. Goldstein nor Mr. Dakos has
been convicted in a criminal proceeding, nor been party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which they were or are
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject
to,federal or state securities laws or finding any violation with
respect to such laws.
Each of the above are United States citizens or entities.
Item 4 is amended as follows:
ITEM 4. PURPOSE OF TRANSACTION
See Exhibit 1 (letter to Chairman of the Board of BIF)
Item 5 is amended as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
a. As per the annual report filed on 2/7/2006 there
were 11,327,784 shares outstanding as of 11/30/2005. The
percentage set forth in this item 5 was derived using such
number.
Bulldog Investors, Phillip Goldstein and Andrew Dakos are deemed
to be the beneficial owner of 1,031,300 shares of BIF or 9.1% of
the outstanding shares.
c. During the last sixty days the following shares of common
stock were traded:
NONE (or already reported)
d. Beneficiaries of managed accounts are entitled to receive any
dividends or sales proceeds.
e. NA
Item 7 is amended as follows:
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Letter to Chairman of Board
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 2/14/06
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
Exhibit 1.
Opportunity Partners L.P.,
60 Heritage Drive, Pleasantville, NY 10570
(914) 747-5262 // Fax: (914) 747-5258//
oplp@optonline.net
February 13, 2006
Joel W. Looney
Chairman
The Board of Directors
Boulder Growth & Income Fund, Inc.
1680 38th Street, Suite 800
Boulder, Colorado 80301
Dear Mr. Looney:
Opportunity Partners is part of a group that filed a schedule 13D
on February 8, 2006 indicating that it beneficially owns a total
of 28.5% of the outstanding shares of Boulder Growth & Income
Fund, Inc. The group's objective is to afford all shareholders
of the Fund an opportunity to obtain net asset value ("NAV") for
their shares. Closing the discount would make shareholders more
money than they have made in four years under Mr. Horejsi's
management. Some options for obtaining NAV are: open-ending the
Fund; merging it into an open-end fund; liquidating it; merging
it into First Financial Fund, a Horejsi-controlled closed-end
fund that trades at a premium to NAV; or conducting a self-tender
offer at NAV.
The following are some of the reasons we believe shareholders
should be afforded an opportunity to realize NAV. (Please note
that the views expressed herein are solely those of Opportunity
Partners.)
The board has been unresponsive to requests by shareholders to
address the Fund's persistent discount.
The performance of the Fund under Mr. Horejsi's leadership has
been poor. From January 1, 2002 until November 30, 2005, the
Fund's total return has been just 0.4% per annum vs. 7.3% per
annum for the S&P 500 Index. Also, the income distributions
to shareholders have been miniscule.
The Fund's expense ratio is 2.24%, one of the highest in its
peer group, and has been increasing in recent years. Without
fee waivers, it would have been over 3% last year.
We question whether the board is diligently looking out for
shareholders. For example,
Why does the Fund use a firm to provide administration
services that is controlled by Mr. Horejsi and whose only
clients are funds in which he is a controlling
shareholder? A nationally recognized fund administrator
has advised us that it could provide administrative
services to the Fund for a much lower fee.
Why has the board continued to renew the advisory
contract with Mr. Horejsi despite high fees and poor
performance?
Has the board inquired as to why Mr. Horejsi has been
purchasing shares of the Fund at a discount to NAV for
himself but has failed to repurchase any of those shares
for the Fund despite the existence of an authorized share
buyback program and the obvious benefit of such
repurchases to shareholders?
After purchasing no shares for years, Mr. Horejsi has
recently been aggressively purchasing shares. These
purchases follow SEC filings by others indicating that
his control of the Fund may be in jeopardy. Did the
board consider whether Mr. Horejsi candidly disclosed the
true purpose of his recent purchases in his schedule 13D
filing?
Mr. Horejsi's position is: "We don't want anyone to be unhappy
with their investment in our funds."[sic] We wonder how many
shareholders (other than Mr. Horejsi) are happy after four years
of high fees and poor performance. Mr. Horejsi admires Warren
Buffett but unlike Mr. Horejsi, Mr. Buffet has demonstrated his
ability to make lots of money for his shareholders. Also, unlike
Mr. Horejsi, Mr. Buffett eschews questionable related party
transactions.
Pursuant to Section 4.2 of the Fund's Articles of Amendment and
Restatement, we request that the Secretary call a special meeting
of stockholders to be held at the earlier (i) of 11 a.m. on April
26, 2006 at a convenient location or (ii) immediately before or
after the 2006 annual meeting. The matters to be voted on at the
special meeting are the following:
A proposal to afford all shareholders of the Fund an
opportunity to obtain net asset value (NAV) for their shares.
A proposal to solicit competitive proposals to provide
administrative services to the Fund.
Please advise us promptly when and where the special meeting will
be held. Thank you.
Very truly yours,
Phillip Goldstein
President
Kimball & Winthrop, Inc.
General Partner