Item 1.01 - Entry into a Material Definitive Agreement
On September 23, 2021, the Board of Directors (the “Board”)
of the Boulder Growth & Income Fund, Inc. (the “Fund”), including each of the Directors who are not “interested
persons” of the Fund (as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended) (the “Independent
Directors”), approved a new investment advisory agreement (the “New Advisory Agreement”) with Paralel Advisors LLC (“Paralel”),
a new investment sub-advisory agreement with respect to the Fund (the “New Sub-Advisory Agreement”) between Paralel and the
Fund’s current investment sub-advisor, Rocky Mountain Advisors, LLC (“RMA”), and a new administration agreement (the
“New Administration Agreement”) with Paralel Technologies LLC (“PRT”) (collectively, the “Paralel Servicing
Structure”).
Under the Paralel Servicing Structure, Paralel will serve as the Fund’s
investment advisor and will be responsible for the general management and operations of the Fund, including the overall supervisory responsibility
for the management and investment of the Fund's assets. Paralel will replace the Fund’s current adviser, ALPS Advisors, Inc. (the
“Current Advisor”). RMA will remain in its position as the Fund’s sub-advisor and will continue to provide portfolio
management services to the Fund, determining and coordinating the composition, investment and reinvestment of the Fund’s assets.
PRT will serve as the Fund’s administrator and will provide the Fund with general administrative, tax and accounting services. PRT
will replace the Fund’s current administrator, ALPS Fund Services, Inc. (the “Current Administrator”).
The Fund is expected to see a reduction in fees relating to the Paralel
Servicing Structure, as described further below. No changes to the Fund’s name, investment objective, investment strategy or portfolio
management team are expected related to the implementation of the Paralel Servicing Structure.
The New Advisory Agreement is materially similar to the Fund’s advisory
agreement in place with the Current Advisor (the “Current Advisory Agreement”), except with respect to the fees, effective
dates, and parties to the agreement. Under the New Advisory Agreement, the Fund will pay Paralel an annual investment advisory fee, calculated
monthly, in an amount equal to 0.90% of the first $2 billion of the Fund’s average Managed Assets, plus 0.80% of the Fund’s
average Managed Assets over $2 billion. "Managed Assets" means the total assets of the Fund, including assets attributable to
leverage, minus liabilities (other than debt representing leverage and any preferred stock that may be outstanding). Under the Current
Advisory Agreement, the Fund paid the Current Advisor an investment advisory fee, calculated monthly, at an annual rate of 0.95% of the
Fund’s average Managed Assets. Each of the advisory agreements provide that they will have an initial term lasting two years from
the effectiveness of the applicable agreement, following which, each agreement continues in effect from year to year provided approval
is given at least annually (i) by the Board, including a majority of the Independent Directors, or (ii) by a vote of a majority of Fund
shareholders. The New Advisory Agreement and Current Advisory Agreement may each, on sixty (60) days written notice, be terminated without
the payment of any penalty by the Board or by a vote of Fund shareholders. Each agreement also contains materially similar representations,
warranties and covenants customary for agreements of this type.
The New Sub-Advisory Agreement is also materially similar to the sub-advisory
agreement in place between RMA and the Current Advisor (the “Current Sub-Advisory Agreement”), except with respect to the
fees, effective dates, and parties to the agreement. Under both the New Sub-Advisory Agreement and Current Sub-Advisory Agreement, RMA
is paid by the Fund’s advisor out of its investment advisory fee, not by the Fund. Under the New Sub-Advisory Agreement, the Paralel
will pay RMA an annual sub-advisory fee, calculated monthly, in an amount equal to 0.77% of the Fund’s average Managed Assets applicable
to the first $2 billion of Managed Assets, plus 0.68% of the Fund’s average Managed Assets over $2 billion. Under the Current Sub-Advisory
Agreement, the Current Advisor paid RMA an annual sub-advisory fee in an amount equal to 0.8125% of the Fund's average Managed Assets.
The New Sub-Advisory Agreement and Current Sub-Advisory Agreement each provide that they will have an initial term lasting two years from
the effectiveness of the applicable agreement, following which, each agreement continues in effect from year to year provided approval
is given at least annually (i) by the Board, including a majority of the Independent Directors, or (ii) by a vote of a majority of Fund
shareholders. The New Advisory Agreement and Current Advisory Agreement may each, on sixty (60) days written notice, be terminated without
the payment of any penalty by the Board, by either applicable advisor or RMA, or by a vote of Fund shareholders. Both sub-advisory agreements
also contain materially similar representations, warranties and covenants customary for agreements of this type.
The New Administration Agreement is also materially similar to the Fund’s
administration agreement in place with the Current Administrator (the “Current Administration Agreement”), except with respect
to the fees, term, effective date, and parties to the agreement. Under both agreements, the applicable administrator has similar responsibilities
to the Fund, holding responsibility for calculating net-asset values, providing fund accounting, tax, fund administration and compliance-related
services. Under the New Administration Agreement, the Fund will pay PRT an annualized fee, calculated monthly, equal to 0.09% of the first
$2 billion of the Fund’s average Managed Assets, plus 0.075% of the Fund’s average Managed Assets over $2 billion. Under the
Current Administration Agreement, the Fund paid the Current Administrator an annualized fee, calculated monthly, equal to 0.10% of the
Fund’s average Managed Assets. The New Administration Agreement has an initial term of two years from its effective date (compared
to an initial three-year term under the Current Administration Agreement) and thereafter may be terminated by either party upon 60 days
written notice to the other party. Each administration agreement also contains materially similar representations, warranties and covenants
customary for agreements of this type.
The New Advisory Agreement and New Sub-Advisory Agreement will each be
effective upon the Fund’s receipt of shareholder approval of the respective agreement. The New Administration Agreement will be
effective on November 22, 2021. On September 23, 2021, the Fund gave written notice of termination to the Current Advisor and Current
Administrator of the Current Advisory Agreement and Current Administration Agreement, respectively, effective on November 22, 2021. The
Current Sub-Advisory Agreement will terminate in connection with the termination of the Current Advisory Agreement.
To facilitate the continued operations of the Fund, on September 23, 2021,
the Board also approved an Interim Investment Advisory Agreement with Paralel and an Interim Investment Sub-Advisory Agreement between
Paralel and RMA, with respect to the Fund (collectively, the “Interim Agreements”). The Interim Agreements are each materially
identical to the New Advisory Agreement and New Sub-Advisory Agreement other than as to the term, allowing Paralel and RMA to serve in
their respective roles beginning on November 22, 2021. The Interim Agreements will continue until the earlier of (i) 150 days from November
22, 2021, or (ii) the date that shareholder approval of the New Advisory Agreement and New Sub-Advisory Agreement is received.
Additional Information and Special Shareholder Meeting
Shareholders of the Fund will be asked to consider the approval of the
New Advisory Agreement and the New Sub-Advisory Agreement at a special shareholder meeting (the “Special Meeting”). Further
details regarding the Special Meeting, the New Advisory Agreement, the New Sub-Advisory Agreement, Paralel, and RMA, including copies
of the New Advisory Agreement and New Sub-Advisory Agreement, will be provided in the Fund’s definitive proxy statement that is
being prepared along with the notice of the Special Meeting that will be sent to Fund shareholders and filed with the Securities and Exchange
Commission (the “SEC”). Shareholders are urged to read the proxy statement and any other documents filed with the SEC when
such documents become available because they will contain important information about the Fund and the transactions described herein.
Shareholders will be able to obtain free copies of the proxy statement and any other relevant documents filed with the SEC by the Fund
through the website maintained by the SEC at http://www.sec.gov, or at the Fund’s website (www.bouldercef.com) once filed.
The Current Administrator is an affiliate of the Current Advisor. Paralel
is a wholly owned subsidiary of PRT. RMA may be deemed an affiliate of PRT and Paralel under the 1940 Act due to an indirect, non-controlling
investment in PRT by SCLT Holdings, LLC, a fully owned subsidiary of the Susan L. Ciciora Trust, which is also the sole member of RMA.
The Susan L. Ciciora Trust may be deemed an affiliate of the Fund.
Participants in Solicitation Relating to Shareholder Approval
The Fund and RMA and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from the Fund’s shareholders in respect of the matters to be submitted
to the shareholders of the Fund for their approval of the New Advisory Agreement and New Sub-Advisory Agreement. Information regarding
the Fund’s directors and executive officers will be available in the Fund’s definitive proxy statement for its 2021 annual
shareholder meeting that will be filed with the SEC. Additional information regarding the interests of all such potential participants
will be included in the proxy statement and other relevant documents filed with the SEC in connection with the Special Meeting when they
become available. These documents are available free of charge using the sources indicated above.
No Offer or Solicitation
This current report on Form 8-K is not, and under no circumstances is it
to be construed as, a prospectus or an advertisement and the communication of this current report on Form 8-K is not, and under no circumstances
is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in the Fund, or in any fund or other
investment vehicle.