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
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BOULDER GROWTH & INCOME FUND, INC.
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(Exact name of registrant as specified in charter)
Fund Administrative Services
1680 38th Street, Suite 800
BOULDER, CO 80301
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(Address of principal executive offices) (Zip code)
Fund Administrative Services
1680 38th Street, Suite 800
BOULDER, CO 80301
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(Name and address of agent for service)
Registrant's telephone number, including area code: 303-444-5483
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Date of fiscal year end: NOVEMBER 30, 2004
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Date of reporting period: AUGUST 31, 2004
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Form N-Q is to be used by management investment companies, other than small
business investment companies registered on Form N-5 (ss.ss. 239.24 and 274.5 of
this chapter), to file reports with the Commission, not later than 60 days after
the close of the first and third fiscal quarters, pursuant to rule 30b1-5 under
the Investment Company Act of 1940 (17 CFR 270.30b1-5). The Commission may use
the information provided on Form N-Q in its regulatory, disclosure review,
inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-Q, and
the Commission will make this information public. A registrant is not required
to respond to the collection of information contained in Form N-Q unless the
Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information
collection burden estimate and any suggestions for reducing the burden to the
Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington,
DC 20549-0609. The OMB has reviewed this collection of information under the
clearance requirements of 44 U.S.C. ss. 3507.
ITEM 1. SCHEDULE OF INVESTMENTS.
The Schedule of Investments is attached herewith.
BOULDER GROWTH & INCOME FUND, INC.
PORTFOLIO OF INVESTMENTS
AUGUST 31, 2004 (UNAUDITED)
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SHARES VALUE
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DOMESTIC COMMON STOCKS - 97.8%
BEVERAGES - 1.6% Pepsi Bottling Group, Inc. 50,000 $ 1,339,500
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BUILDING MATERIALS - 2.7% USG Corporation+ 127,800 2,246,724
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DIVERSIFIED - 32.7% Berkshire Hathaway Inc., Class A+o 310 26,970,000
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FINANCIAL SERVICES - 4.0% Federated Investors, Inc. 40,000 1,154,000
H&R Block, Inc. 45,000 2,171,700
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TOTAL FINANCIAL SERVICES 3,325,700
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FOOD-MISC/DIVERSIFIED - 1.6% Sara Lee Corporation 60,000 1,327,800
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HEALTH CARE PRODUCTS & SERVICES - 1.2% AmerisourceBergen Corporation 18,000 973,800
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INSURANCE - 6.6% Fidelity National Financial, Inc. 38,500 1,449,525
First American Corporation 40,000 1,158,800
Marsh & McLennan Companies, Inc. 28,750 1,284,838
Torchmark Corporation 30,000 1,544,400
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TOTAL INSURANCE 5,437,563
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PHARMACEUTICALS - 8.5% Bristol-Meyers Squibb Companyo 82,000 1,945,860
Merck & Company, Inc. 65,000 2,923,050
Pfizer, Inc. 66,000 2,156,220
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TOTAL PHARMACEUTICALS 7,025,130
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REITS - 36.5% Archstone-Smith Trust 70,000 2,187,500
Arden Realty Inc. 45,000 1,477,350
AvalonBay Communities Inc. 69,000 4,167,600
Boston Properties, Inc. 6,100 338,428
Equity Residential 40,000 1,295,600
First Industrial Realty Trust, Inc. 26,000 1,040,000
Gables Residential Trust 20,000 665,200
Health Care Property Investors Inc. 82,000 2,078,700
Healthcare Realty Trust Inc. 33,000 1,245,750
Hospitality Properties Trust 34,000 1,426,300
HRPT Properties Trust 260,000 2,802,800
Liberty Property Trust 19,000 768,740
Pan Pacific Retail Properties, Inc. 30,000 1,601,700
Post Properties, Inc. 78,000 2,371,200
Prentiss Properties Trust 56,600 2,077,786
Regency Centers Corporation 40,000 1,840,000
Simon Property Group Inc. 13,000 727,350
Vornado Realty Trust 31,000 1,945,560
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TOTAL REITS 30,057,564
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SAVINGS & LOAN COMPANIES - 2.4% Washington Mutual, Inc. 51,000 1,980,330
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TOTAL DOMESTIC COMMON STOCKS
(Cost $65,353,845) 80,684,111
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1
BOULDER GROWTH & INCOME FUND, INC.
PORTFOLIO OF INVESTMENTS
AUGUST 31, 2004 (UNAUDITED)
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SHARES VALUE
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FOREIGN COMMON STOCKS - 4.1%
NETHERLANDS - 2.6% Heineken NV 31,250 $ 943,379
Unilever NV, ADR 20,000 1,201,200
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TOTAL NETHERLANDS 2,144,579
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UNITED KINGDOM - 1.5% Diageo PLC, Sponsored ADR 25,000 1,248,750
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TOTAL FOREIGN COMMON STOCKS
(Cost $3,101,488) 3,393,329
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WARRANTS - 0.0%**
(Cost $0)
ONO Finance Certificate, Warrant, Expires
05/31/09+*** 1,500 15
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PAR
CORPORATE BONDS - 0.1% ---------
(Cost $120,000)
AIRLINES - 0.1% American Airlines Inc., Pass-through Certificates,
7.800% due 10/01/06 $ 120,000 102,828
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REPURCHASE AGREEMENT - 1.2%
(Cost $977,000)
Agreement with PNC Capital Markets, 1.380% dated
08/31/04 to be repurchased at $977,037 on
09/01/04, collateralized by $961,000 FNMA Bond,
2.950% due 11/14/07 (Value $986,244) 977,000 977,000
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TOTAL INVESTMENTS (COST $69,552,333*) - 103.2% 85,157,283
OTHER ASSETS AND LIABILITIES - (3.2%) (2,653,173)
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NET ASSETS - 100.0% $ 82,504,110
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* Aggregate cost for Federal tax purposes.
** Amount represents less than 0.1% of net assets.
*** Security is a private placement.
o At August 31, 2004, securities or a partial position of these securities
were pledged as collateral for the loan outstanding. These securities held with the
custodian as segregated assets, have an aggregate market value of $28,915,860.
+ Non-income producing security.
ADR American Depository Receipt
2
BOULDER GROWTH & INCOME FUND, INC.
AUGUST 31, 2004 (UNAUDITED)
1. VALUATION AND INVESTMENT PRACTICES
PORTFOLIO VALUATION: The net asset value of the Fund is determined by the Fund's
administrator no less frequently than on the last business day of each week and
month. It is determined by dividing the value of the Fund's net assets by the
number of shares of Common Stock outstanding. The value of the Fund's net assets
is deemed to equal the value of the Fund's total assets less the Fund's
liabilities. Securities listed on a national securities exchange are valued on
the basis of the last sale on such exchange or the NASDAQ Official Close Price
("NOCP") on the day of valuation. 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 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. Investments in money market
instruments, which mature in 60 days or less at the time of purchase, are valued
at amortized cost.
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 on the accrual basis, with
premiums and discounts being amortized or accreted, respectively.
Cash distributions received from the Fund's investment in real estate investment
trusts ("REITs") and registered investment companies ("RICs") are recorded as
income. A portion of these distributions are returns of capital. As of August
31, 2004, all accumulated net realized gains relating to returns of capital from
REIT distributions have been reclassified to unrealized gain.
REPURCHASE AGREEMENTS: The Fund may engage in repurchase agreement transactions.
The Fund's Management reviews and approves periodically the eligibility of the
banks and dealers with which the Fund enters into repurchase agreement
transactions. The value of the collateral underlying such transactions is at
least equal at all times to the total amount of the repurchase obligations,
including interest. The Fund maintains possession of the collateral and, in the
event of counterparty default, the Fund has the right to use the collateral to
offset losses incurred. There is the possibility of loss to the Fund in the
event the Fund is delayed or prevented from exercising its rights to dispose of
the collateral securities.
2. UNREALIZED APPRECIATION/(DEPRECIATION)
On August 31, 2004, net unrealized appreciation for Federal tax purposes was
$15,604,950, consisting of $16,123,775 aggregate gross unrealized appreciation
for all securities in which there is an excess of value over tax cost and
$518,825 aggregate gross unrealized depreciation for all securities in which
there is an excess of tax cost over value.
3
ITEM 2. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive and principal financial officers,
or persons performing similar functions, have concluded that the
registrant's disclosure controls and procedures (as defined in Rule
30a-3(c) under the Investment Company Act of 1940, as amended (the
"1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within
90 days of the filing date of the report that includes the disclosure
required by this paragraph, based on their evaluation of these controls
and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR
270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities
Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or
240.15d-15(b)).
(b) There were no changes in the registrant's internal control over
financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17
CFR 270.30a-3(d)) that occurred during the registrant's last fiscal
quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting.
ITEM 3. EXHIBITS.
Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of
the Sarbanes-Oxley Act of 2002 are attached hereto.
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 (Signature and Title)* /S/ STEPHEN C. MILLER
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Stephen C. Miller, President
(principal executive officer)
Date OCTOBER 26, 2004
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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 (Signature and Title)* /S/ STEPHEN C. MILLER
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Stephen C. Miller, President
(principal executive officer)
Date OCTOBER 26, 2004
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By (Signature and Title)* /S/ CARL D. JOHNS
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Carl D. Johns, Vice President and Treasurer
(principal financial officer)
Date OCTOBER 26, 2004
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* Print the name and title of each signing officer under his or her signature.