UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-Q
QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-02328
Boulder Growth & Income Fund, Inc.
(Exact name of registrant as specified in charter)
2344 Spruce Street, Suite A, Boulder, CO 80302
(Address of principal executive offices) (Zip code)
Stephen C. Miller, Esq.
2344 Spruce Street, Suite A
Boulder, CO 80302
(Name and address of agent for service)
Registrants telephone number, including area code: (303) 444-5483
Date of fiscal year end: November 30
Date of reporting period: August 31, 2011
Item 1 Schedule of Investments.
The Schedule of Investments is included herewith.
PORTFOLIO OF INVESTMENTS | BOULDER GROWTH & INCOME FUND, INC. | |
August 31, 2011 (Unaudited) |
Shares/ Principal Amount |
Description | Value (Note 1) | ||||
LONG TERM INVESTMENTS 93.4% DOMESTIC COMMON STOCKS 67.7% |
||||||
Coal 0.9% |
||||||
10,000 |
Alliance Resource Partners L.P. | $718,700 | ||||
45,000 |
Penn Virginia Resource Partners L.P. | 1,164,600 | ||||
|
|
|||||
1,883,300 | ||||||
Construction Machinery 0.9% |
||||||
20,000 |
Caterpillar, Inc. | 1,820,000 | ||||
Cosmetics/Personal Care 0.9% |
||||||
30,000 |
The Procter & Gamble Co. | 1,910,400 | ||||
Diversified 24.9% |
||||||
466 |
Berkshire Hathaway, Inc., Class A* | 51,152,354 | ||||
25,000 |
Berkshire Hathaway, Inc., Class B* | 1,825,000 | ||||
|
|
|||||
52,977,354 | ||||||
Diversified Financial Services 2.0% |
||||||
123,500 |
AllianceBernstein Holding L.P. | 2,093,325 | ||||
35,000 |
American Express Co. | 1,739,850 | ||||
4,300 |
Franklin Resources, Inc. | 515,656 | ||||
|
|
|||||
4,348,831 | ||||||
Electric Utilities 5.9% |
||||||
12,000 |
Allete, Inc. | 468,720 | ||||
15,000 |
Alliant Energy Corp. | 608,550 | ||||
13,000 |
American Electric Power Co., Inc. | 502,190 | ||||
33,500 |
Black Hills Corp. | 1,025,100 | ||||
22,000 |
The Empire District Electric Co. | 456,500 | ||||
25,679 |
FirstEnergy Corp. | 1,136,296 | ||||
150,000 |
Great Plains Energy, Inc. | 2,932,500 | ||||
8,000 |
NextEra Energy, Inc. | 453,760 | ||||
11,700 |
OGE Energy Corp. | 585,585 | ||||
40,000 |
PPL Corp. | 1,155,200 | ||||
11,000 |
Progress Energy, Inc. | 536,800 | ||||
12,000 |
SCANA Corp. | 482,640 | ||||
13,000 |
Southern Co. | 537,680 | ||||
28,000 |
TECO Energy, Inc. | 512,400 | ||||
15,200 |
UIL Holdings Corp. | 516,192 | ||||
20,000 |
Westar Energy, Inc. | 533,000 | ||||
|
|
|||||
12,443,113 | ||||||
Environmental Control 0.4% |
||||||
30,000 |
Republic Services, Inc. | 910,800 | ||||
Gas 2.8% |
||||||
11,000 |
AGL Resources, Inc. | 455,620 | ||||
14,000 |
Atmos Energy Corp. | 469,560 | ||||
31,000 |
CenterPoint Energy, Inc. | 620,310 | ||||
62,000 |
Inergy L.P. | 1,758,320 | ||||
13,000 |
The Laclede Group, Inc. | 516,100 | ||||
11,000 |
Nicor, Inc. | 611,600 | ||||
17,000 |
Piedmont Natural Gas Co., Inc. | 525,300 | ||||
17,000 |
Vectren Corp. | 465,290 | ||||
12,000 |
WGL Holdings, Inc. | 496,320 | ||||
|
|
|||||
5,918,420 |
Healthcare Products & Services 6.2% |
| |||||
200,000 |
Johnson & Johnson | 13,160,000 | ||||
Manufacturing 0.5% |
||||||
12,000 |
3M Co. | 995,760 | ||||
Mining 1.1% |
||||||
49,000 |
Freeport-McMoRan Copper & Gold, Inc. | 2,309,860 | ||||
Oil & Gas 2.1% |
||||||
65,000 |
ConocoPhillips | 4,424,550 | ||||
Pharmaceuticals 0.3% |
||||||
20,000 |
Merck & Co., Inc. | 662,400 | ||||
Pipelines 3.6% |
||||||
29,300 |
Boardwalk Pipeline Partners L.P. | 735,430 | ||||
17,800 |
Buckeye Partners L.P. | 1,121,044 | ||||
17,800 |
El Paso Pipeline Partners L.P. | 654,862 | ||||
28,100 |
Energy Transfer Partners L.P. | 1,266,186 | ||||
27,200 |
Enterprise Products Partners L.P. | 1,146,480 | ||||
10,200 |
Kinder Morgan Energy Partners L.P. | 715,632 | ||||
10,300 |
Magellan Midstream Partners L.P. | 617,691 | ||||
23,000 |
ONEOK Partners L.P. | 999,580 | ||||
8,200 |
Plains All American Pipeline L.P. | 497,166 | ||||
|
|
|||||
7,754,071 | ||||||
Real Estate 0.3% |
||||||
17,300 |
WP Carey & Co. LLC | 707,916 | ||||
Real Estate Investment Trusts (REITs) 1.3% |
||||||
16,400 |
HCP, Inc. | 611,392 | ||||
11,481 |
Health Care REIT, Inc. | 585,072 | ||||
22,000 |
Healthcare Realty Trust, Inc. | 384,780 | ||||
16,300 |
Realty Income Corp. | 565,284 | ||||
11,366 |
Ventas, Inc. | 607,853 | ||||
|
|
|||||
2,754,381 | ||||||
Registered Investment Companies (RICs) 6.1% |
||||||
770,270 |
Cohen & Steers Infrastructure Fund, Inc. | 12,570,806 | ||||
25,181 |
RMR Asia Pacific Real Estate Fund | 419,264 | ||||
|
|
|||||
12,990,070 | ||||||
Retail 6.2% |
||||||
9,000 |
Suburban Propane Partners L.P. | 427,410 | ||||
240,000 |
Wal-Mart Stores, Inc. | 12,770,400 | ||||
|
|
|||||
13,197,810 | ||||||
Telecommunications 0.4% |
||||||
23,000 |
Harris Corp. | 928,050 | ||||
Tobacco Products 0.9% |
||||||
45,000 |
Altria Group, Inc. | 1,223,550 | ||||
10,800 |
Philip Morris International, Inc. | 748,656 | ||||
|
|
|||||
1,972,206 | ||||||
TOTAL DOMESTIC COMMON STOCKS |
||||||
(Cost $116,290,210) |
144,069,292 | |||||
|
|
|||||
FOREIGN COMMON STOCKS 17.5% |
||||||
Banks 0.3% |
||||||
10,200 |
Bank of Nova Scotia | 567,963 | ||||
Beverages 4.1% |
||||||
25,000 |
Diageo PLC, Sponsored ADR | 2,006,500 |
120,000 |
Heineken Holding NV | 5,104,146 | ||||
31,663 |
Heineken NV | 1,584,878 | ||||
|
|
|||||
8,695,524 | ||||||
Diversified Financial Services 0.1% |
||||||
10,500 |
Guoco Group, Ltd. | 116,452 | ||||
Electric Utilities 0.3% |
||||||
18,000 |
RWE AG | 676,157 | ||||
Food 1.4% |
||||||
20,000 |
Nestle SA | 1,238,692 | ||||
53,000 |
Unilever NV | 1,794,100 | ||||
|
|
|||||
3,032,792 | ||||||
Holding Companies-Diversified 0.7% |
||||||
152,000 |
Hutchison Whampoa, Ltd. | 1,457,362 | ||||
Iron/Steel 0.4% |
||||||
9,000 |
POSCO, ADR | 856,260 | ||||
Oil & Gas 0.8% |
||||||
80,000 |
Pengrowth Energy Corp. | 924,000 | ||||
18,000 |
Total SA, Sponsored ADR | 882,720 | ||||
|
|
|||||
1,806,720 | ||||||
Pharmaceuticals 1.0% |
||||||
14,500 |
Sanofi | 1,055,204 | ||||
30,000 |
Sanofi, ADR | 1,097,100 | ||||
|
|
|||||
2,152,304 | ||||||
Real Estate 5.3% |
||||||
44,000 |
Brookfield Asset Management, Inc., Class A | 1,307,464 | ||||
283,900 |
Cheung Kong Holdings, Ltd. | 3,985,470 | ||||
600,000 |
Hang Lung Properties, Ltd. | 2,223,264 | ||||
104,500 |
Henderson Land Development Co., Ltd. | 610,020 | ||||
1,500,000 |
Midland Holdings, Ltd. | 822,646 | ||||
650,000 |
Wheelock & Co., Ltd. | 2,279,135 | ||||
|
|
|||||
11,227,999 | ||||||
Real Estate Investment Trusts (REITs) 3.1% |
||||||
906,666 |
Ascendas Real Estate Investment Trust | 1,596,057 | ||||
983,610 |
Investa Office Fund | 646,628 | ||||
5,028,490 |
Kiwi Income Property Trust | 4,391,115 | ||||
|
|
|||||
6,633,800 | ||||||
TOTAL FOREIGN COMMON STOCKS |
||||||
(Cost $30,985,697) |
37,223,333 | |||||
|
|
|||||
AUCTION PREFERRED SECURITIES 3.2% |
||||||
228 |
Advent Claymore Global Convertible Securities & Income Fund, Series W |
4,663,113 | ||||
100 |
Gabelli Dividend & Income Trust, Series B | 2,142,305 | ||||
|
|
|||||
6,805,418 | ||||||
TOTAL AUCTION PREFERRED SECURITIES |
||||||
(Cost $8,094,396) |
6,805,418 | |||||
|
|
|||||
FOREIGN GOVERNMENT BONDS 1.5% |
||||||
3,687,000 NZD |
New Zealand Treasury Bonds, 6.000% due 11/15/2011 |
3,162,497 | ||||
|
|
|||||
TOTAL FOREIGN GOVERNMENT BONDS |
||||||
(Amortized Cost $2,707,428) |
3,162,497 | |||||
|
|
LIMITED PARTNERSHIPS 3.5% |
| |||||
5 |
Ithan Creek Partners, L.P.*(1)(2) | 7,427,558 | ||||
|
|
|||||
TOTAL LIMITED PARTNERSHIPS |
||||||
(Cost $5,000,000) |
7,427,558 | |||||
|
|
|||||
TOTAL LONG TERM INVESTMENTS |
||||||
(Cost $163,077,731) |
198,688,098 | |||||
|
|
|||||
SHORT TERM INVESTMENTS 6.3% MONEY MARKET FUNDS 6.3% |
||||||
214,392 |
Dreyfus Treasury Cash Management Money Market Fund, Institutional Class, 7-Day Yield - 0.010% |
214,392 | ||||
13,300,000 |
JPMorgan Prime Money Market Fund, 7-Day Yield - 0.099% |
13,300,000 | ||||
|
|
|||||
13,514,392 | ||||||
TOTAL MONEY MARKET FUNDS (Cost $13,514,392) |
13,514,392 | |||||
|
|
|||||
TOTAL SHORT TERM INVESTMENTS (Cost $13,514,392) |
13,514,392 | |||||
|
|
|||||
TOTAL INVESTMENTS 99.7% |
||||||
(Cost $176,592,123) |
212,202,490 | |||||
OTHER ASSETS AND LIABILITIES 0.3% |
615,497 | |||||
|
|
|||||
TOTAL NET ASSETS AVAILABLE TO COMMON AND PREFERRED STOCK 100.0% |
212,817,987 | |||||
|
|
|||||
TAXABLE AUCTION MARKET PREFERRED STOCK (AMPS) REDEMPTION VALUE PLUS ACCRUED DIVIDENDS |
(25,016,200 | ) | ||||
|
|
|||||
TOTAL NET ASSETS AVAILABLE TO COMMON STOCK |
$ | 187,801,787 | ||||
|
|
* |
Non-income producing security. | |
(1) |
Restricted Security; these securities may only be resold in transactions exempt from registration under the Securities Act of 1933. | |
(2) |
Fair valued security under procedures established by the Funds Board of Directors. Total value of fair valued securities as of August 31, 2011 was $7,427,558 or 3.5% of Total Net Assets Available to Common and Preferred Stock. |
Percentages are stated as a percent of the Total Net Assets Available to Common and Preferred Stock.
Common Abbreviations: |
ADR - American Depositary Receipt. |
AG - Aktiengesellschaft is a German term that refers to a corporation that is limited by shares, i.e., owned by shareholders. |
L.P. - Limited Partnership. |
Ltd. - Limited. |
NV - Naamloze Vennootchap is the Dutch term for a public limited liability corporation. |
NZD - New Zealand Dollar. |
SA - Generally designates corporations in various countries, mostly those employing the civil law. This translates literally in all languages mentioned as anonymous company. |
See Notes to Quarterly Portfolio of Investments.
Boulder Growth & Income Fund, Inc.
August 31, 2011 (Unaudited)
Note 1. Valuation and Investment Practices
Portfolio Valuation: The net asset value of the Funds common shares is determined by the Funds co-administrator no less frequently than on the last business day of each week and month. It is determined by dividing the value of the Funds net assets attributable to common stock by the number of common shares outstanding. The value of the Funds net assets attributable to common shares is deemed to equal the value of the Funds total assets less (i) the Funds liabilities and (ii) the aggregate liquidation value of the outstanding Taxable Auction Market Preferred Stock. Securities for which market quotations are readily available (including securities listed on national securities exchanges and those traded over the-counter) are valued on the basis of the last sale on such exchange or the NASDAQ Official Close Price on the day of valuation. To the extent valuation adjustments are not applied to these securities, they are categorized as Level 1. In the absence of sales of listed securities and with respect to securities for which the most recent sale prices are not deemed to represent fair market value, and unlisted securities (other than money market instruments), securities are valued at the mean between the closing bid and asked prices, or based on a matrix system which utilizes information (such as credit ratings, yields and maturities) from independent sources. Investments for which market quotations are not readily available or do not otherwise accurately reflect the fair value of the investment are valued at fair value as determined in good faith by or under the direction of the Board of Directors of the Fund, including reference to valuations of other securities which are considered comparable in quality, maturity and type. To the extent these inputs are observable and timely, the values of these securities are categorized as Level 2; otherwise, the values are categorized as Level 3. Investments in money market instruments, which mature in 60 days or less at the time of purchase, are valued at amortized cost.
The Funds investments in unregistered pooled investment vehicles (hedge funds) are valued at the most recent value periodically determined by the respective hedge fund managers according to such managers policies and procedures (adjusted for estimated expenses and fees accrued to the Fund since the last valuation date); provided, however, that the Pricing Committee may consider whether it is appropriate, in light of relevant circumstances, to adjust such valuation in accordance with the Funds valuation procedures. If a hedge fund does not report a value to the Fund on a timely basis, the fair value of such hedge fund shall be based on the most recent value reported by the hedge fund, as well as any other relevant information available at the time the Fund values its portfolio. As a practical matter, hedge fund valuations generally can be obtained from hedge fund managers on a weekly basis, as of close of business Thursday, but the frequency and timing of receiving valuations for hedge fund investments is subject to change at any time, without notice to investors, at the discretion of the hedge fund manager or the Fund.
For valuation purposes, the last quoted prices of non-U.S. equity securities may be adjusted under the circumstances described below. If the Fund determines that developments between the close of a foreign market and the close of the NYSE will, in its judgment, materially affect the value of some or all of its portfolio securities, the Fund will adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of the close of the NYSE. In deciding whether it is necessary to adjust closing prices to reflect fair value, the Fund reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent foreign securities and baskets of foreign securities. The Fund may also fair value securities in other situations, such as when a particular foreign market is closed but the U.S. market is open. The Fund uses outside pricing services to provide it with closing prices and information to evaluate and/or adjust those prices. The Fund cannot predict how often it will use closing prices and how often it will determine it necessary to adjust those prices to reflect fair value. If the Fund uses adjusted prices, the Fund will periodically compare closing prices, the next days opening prices in the same markets, and those adjusted prices as a means of evaluating its security valuation process.
Various inputs are used to determine the value of the Funds investments. Observable inputs are inputs that reflect the assumptions market participants would use based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entitys own assumptions based on the best information available in the circumstances.
These inputs are summarized in the three broad Levels listed below.
| Level 1Unadjusted quoted prices in active markets for identical investments |
| Level 2Significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.) |
| Level 3Significant unobservable inputs (including the Funds own assumptions in determining the fair value of investments) |
The following is a summary of the inputs used as of August 31, 2011 in valuing the Funds investments carried at value:
Investments in Securities at Value* |
Level 1 - Quoted Prices |
Level 2 - Significant Observable Inputs |
Level 3 - Significant Unobservable Inputs |
Total | ||||||||||||
Domestic CommonStocks |
$144,069,292 | $ | $ | $144,069,292 | ||||||||||||
ForeignCommon Stocks |
37,223,333 | | | 37,223,333 | ||||||||||||
AuctionPreferred Securities |
| 6,805,418 | | 6,805,418 | ||||||||||||
Foreign Government Bonds |
| 3,162,497 | | 3,162,497 | ||||||||||||
Limited Partnerships |
| | 7,427,558 | 7,427,558 | ||||||||||||
Short Term Investments |
13,514,392 | | | 13,514,392 | ||||||||||||
TOTAL |
$194,807,017 | $9,967,915 | $7,427,558 | $212,202,490 | ||||||||||||
The following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining fair value:
Investments in Securities at Value* |
Balance as of 11/30/2010 |
Realized gain/(loss) |
Change in unrealized appreciation/ (depreciation) |
Net (sales) |
Transfer in and/or (out) of Level 3 |
Balance as of 8/31/2011 |
||||||||||||||||||
Auction Preferred Shares |
$ | 7,743,750 | $ | (13,000) | $ | (288,332) | $ | (637,000) | $ | (6,805,418) | $ | - | ||||||||||||
Limited Partnerships |
6,740,862 | - | 686,696 | - | - | 7,427,558 | ||||||||||||||||||
TOTAL |
$ | 14,484,612 | $ | (13,000) | $ | 398,364 | $ | (637,000) | $ | (6,805,418) | $ | 7,427,558 | ||||||||||||
* For detailed description of industry and/or geography classifications, see the accompanying Portfolio of Investments.
Recent Accounting Pronouncements: In April 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-03 Transfers and Servicing (Topic 860): Reconsideration of Effective Control for Repurchase Agreements. The ASU 2011-03 is intended to improve financial reporting of repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem the financial assets before their maturity. The ASU is effective for the first interim or annual period beginning on or after December 15, 2011. Management is currently evaluating the impact this ASU may have on the Funds financial statements.
In May 2011, the FASB issued ASU No. 2011-04 Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs. ASU 2011-04 includes common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS. ASU 2011-04 will require reporting entities to disclose quantitative information about the unobservable inputs used in
the fair value measurements categorized within Level 3 of the fair value hierarchy. In addition, ASU 2011-04 will require reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. Management is currently evaluating the impact this ASU may have on the Funds financial statements.
Securities Transactions and Investment Income: Securities transactions are recorded as of the trade date. Realized gains and losses from securities sold are recorded on the identified cost basis. Dividend income is recorded on ex-dividend dates. Interest income is recorded using the interest method.
Dividend income and return of capital received from investments in real estate investment trusts (REITs) and registered investment companies (RICs) is recorded at managements estimate of income included in distributions received. Distributions received in excess of this amount are recorded as a reduction of the cost of investments. The actual amount of income and return of capital are determined by each REIT and RIC only after its fiscal year-end, and may differ from the estimated amounts. Such differences, if any, are recorded in the Funds following year.
Foreign Currency Translations: The books and records of the Fund are maintained in U.S. dollars. Foreign currencies, investments and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rate prevailing at the end of the period, and purchases and sales of investment securities, income and expenses transacted in foreign currencies are translated at the exchange rate on the dates of such transactions. Foreign currency gains and losses result from fluctuations in exchange rates between the trade date and settlement date on securities transactions, foreign currency transactions, and the difference between amounts of foreign interest and dividends recorded on the books of the Fund and the amounts actually received. The Fund records net realized gain or loss on investment securities and foreign currency transactions separately.
The Fund has no restrictions on its ability to invest in foreign securities. Investment in non-U.S. issuers may involve unique risks compared to investing in securities of U.S. issuers. These risks may include, but are not limited to: (i) less information about non-U.S. issuers or markets may be available due to less rigorous disclosure, accounting standards or regulatory practices; (ii) many non-U.S. markets are smaller, less liquid and more volatile thus, in a changing market, the adviser may not be able to sell the Funds portfolio securities at times, in amounts and at prices they consider reasonable; (iii) currency exchange rates or controls may adversely affect the value of the Funds investments; (iv) the economies of non-U.S. countries may grow at slower rates than expected or may experience downturns or recessions; and, (v) withholdings and other non-U.S. taxes may decrease the Funds return.
Concentration Risk: The Fund operates as a non-diversified investment company, as defined in the Investment Company Act of 1940, as amended (the 1940 Act). As a result of being non-diversified, with respect to 50% of the Funds portfolio, the Fund must limit to 5% the portion of its assets invested in the securities of a single issuer. There are no such limitations with respect to the balance of the Funds portfolio, although no single investment can exceed 25% of the Funds total assets at the time of purchase. A more concentrated portfolio may cause the Funds net asset value to be more volatile and thus may subject stockholders to more risk. The Fund may hold a substantial position (up to 25% of its assets) in the common stock of a single issuer. As of August 31, 2011, the Fund held more than 25% of its assets in Berkshire Hathaway, Inc., as a direct result of the market appreciation of the issuer since the time of purchase. Thus, the volatility of the Funds common stock, and the Funds net asset value and its performance in general, depends disproportionately more on the performance of this single issuer than that of a more diversified fund.
The Fund intends to concentrate its common stock investments in a few issuers and to take large positions in those issuers, consistent with being a non-diversified fund. As a result, the Fund is subject to a greater risk of loss than a diversified fund or a fund that has diversified its investments more broadly. Under normal market conditions, the Fund intends to invest at least 80% of its net assets in common stocks. Common stocks include dividend-paying closed-end funds and REITs. The portion of the Funds assets that are not invested in common stocks may be invested in fixed income securities and cash equivalents. The term fixed income securities includes RICs whose objective is income, bonds, U.S. Government securities, notes, bills, debentures, preferred stocks, convertible securities, bank debt obligations, repurchase agreements and short-term money market obligations.
Recent Change in Investment Policy: Effective July 30, 2010, the Fund implemented a Board initiated and approved fundamental investment policy, which prohibits the Fund from investing more than 4% of its total
assets (including leverage) in any single issuer at the time of purchase. The Funds holdings as of July 30, 2010 were grandfathered into the policy and so any positions already greater than 4% of total assets are exempt from this limitation.
On May 2, 2011, stockholders approved a proposal by the Fund to remove the Funds fundamental investment policy requiring the Fund to invest at least 25% of the value of the Funds total assets in Real Estate Related Companies. As a result, the Funds fundamental investment policy was amended to state that the Fund may not invest in the securities of companies conducting their principal business activity in the same industry if, immediately after such investment, the value of its investments in such industry would exceed 25% of the value of its total assets.
Use of Estimates: The preparation of financial statements in accordance with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates.
Note 2. Unrealized Appreciation/ (Depreciation)
On August 31, 2011, based on cost of $176,482,435 for federal income tax purposes, aggregate gross unrealized appreciation for all securities in which there is an excess of value over tax cost was $42,245,327 and aggregate gross unrealized depreciation for all securities in which there is an excess of tax cost over value was $6,525,272, resulting in net unrealized appreciation of $35,720,055.
Note 3. Restricted Securities
As of August 31, 2011, the Fund held a security that is considered restricted. Restricted securities are often purchased in private placement transactions, are not registered under the Securities Act of 1933, may have contractual restrictions on resale, and may be valued under methods approved by the Board of Directors as reflecting fair value.
Restricted securities as of August 31, 2011 are as follows:
Issuer Description | Acquisition Date | Cost |
Market Value August 31, 2011 |
Market Value as Percentage of Net Preferred Shares August 31, 2011 | ||||
Ithan Creek Partners, L.P. |
6/2/2008 | $5,000,000 | $7,427,558 | 3.5% |
Note 4. Investments in Limited Partnerships
As of August 31, 2011, the Fund had investments in limited partnerships. The Funds investments in the limited partnerships are reported on the Portfolio of Investments under the section titled Limited Partnerships.
Since the investments in limited partnerships are not publicly traded, the Funds ability to make withdrawals from its investments in the limited partnerships is subject to certain restrictions which vary for each respective limited partnership. These restrictions include notice requirements for withdrawals and additional restrictions or charges for withdrawals within a certain time period following initial investment. In addition, there could be circumstances in which such restrictions can include the suspension or delay in withdrawals from the respective limited partnership, or limited withdrawals allowable only during specified times during the year. In certain circumstances a limited partner may not make withdrawals that occur within certain periods following the date of admission to the partnership. As of August 31, 2011, the Fund did not have any investments in limited partnerships in which a suspension of withdrawals was in effect.
The following table summarizes the Funds investments in limited partnerships as of August 31, 2011.
Description | % of Net Assets as of 8/31/11 |
Value as of 8/31/11 |
Net Unrealized of 8/31/11 |
Mgmt fees |
Incentive fees |
Redemption Period/ Frequency | ||||||
Ithan Creek Partners, L.P. |
3.5% | $7,427,558 | $2,427,558 | Annual rate of 1% of net assets |
20% of net profits at the end of the measurement period |
June 30 upon 60 days notice |
The Fund did not have any outstanding unfunded commitments as of August 31, 2011.
Item 2 - Controls and Procedures.
(a) | The Registrants Principal Executive Officer and Principal Financial Officer concluded that the Registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (17 CFR 270.30a-3(c))) were effective as of a date within 90 days of the filing date of this report (the Evaluation Date), based on their evaluation of the effectiveness of the Registrants disclosure controls and procedures as of the Evaluation Date. |
(b) | There were no changes in the Registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d))) that occurred during the Registrants last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrants internal control over financial reporting. |
Item 3 Exhibits.
(a) | Certification of Principal Executive Officer and Principal Financial Officer of the Registrant as required by Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is attached hereto as EX-99.CERT. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant | Boulder Growth & Income Fund, Inc. |
By: | /s/ Stephen C. Miller | |
Stephen C. Miller, President | ||
(Principal Executive Officer) | ||
Date: |
October 27, 2011 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: | /s/ Stephen C. Miller | |
Stephen C. Miller, President | ||
(Principal Executive Officer) | ||
Date: |
October 27, 2011 |
By: | /s/ Nicole L. Murphey | |
Nicole L. Murphey, Chief Financial Officer, Chief Accounting Officer, Vice President, Treasurer, Asst. Secretary | ||
(Principal Financial Officer) | ||
Date: |
October 27, 2011 |