SRH Total Return Fund, Inc. — Director's Dealing 2015

May 5, 2015

SEC Form 4/A — Form 4/A

Issuer: BOULDER GROWTH & INCOME FUND (BIF)
CIK: 0000102426
Period of Report: 2015-03-20

Reporting Person: MILLER STEPHEN C (Director, President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-20	Common Stock	A	3745	—	Acquired	13745	Direct
2015-03-20	Common Stock	A	12117	—	Acquired	25862	Direct
2015-03-20	Common Stock	P	8729	—	Acquired	28863	Indirect
2015-03-20	Common Stock	P	13507	—	Acquired	42370	Indirect

Footnotes

F1: On March 20, 2015, Boulder Total Return Fund, Inc. ("BTF"), The Denali Fund Inc. ("DNY") and First Opportunity Fund, Inc. ("FOFI") reorganized into Boulder Growth & Income Fund, Inc. ("BIF") (the "Reorganization") pursuant to that certain Agreement and Plan of Reorganization, dated as of March 5, 2015 (the "Agreement"). Pursuant to the Agreement, BIF acquired all of the assets and liabilities of BTF, DNY and FOFI in exchange for common shares of BIF (the "BIF Shares").

F2: The Reorganization occurred based on the relative net asset values ("NAV") of BIF, BTF, DNY and FOFI as of the close of regular trading on the New York Stock Exchange on March 20, 2015. At such time, BIF reported net assets of $273,608,352.67 and a NAV per share of $10.73, BTF reported net assets of $413,286,769.95 and a NAV per share of $33.50, and FOFI reported net assets of $342,875,845.30 and a NAV per share of $11.93. Holders of BTF shares received 3.121182 BIF Shares for each BTF share owned and holders of FOFI shares received 1.111719 BIF Shares for each FOFI share owned. Fractional shares were paid in cash.

F3: In connection with the Reorganization, Mr. Miller received 3,745 BIF Shares (and cash for fractional shares, if any) for his 1,200 shares of BTF.

F4: In connection with the Reorganization, Mr. Miller received 12,117 BIF Shares (and cash for fractional shares, if any) for his 10,900 shares of FOFI.

F5: In connection with the Reorganization, Erma Miller, LLC received 8,729 BIF Shares (and cash for fractional shares, if any) for its 2,797 shares of BTF.

F6: In connection with the Reorganization, Erma Miller, LLC received 13,507 BIF Shares (and cash for fractional shares, if any) for its 12,150 shares of FOFI.

F7: In addition to the 25,862 Shares of BIF that Mr. Miller owns directly, Mr. Miller also owns 42,370 shares indirectly as a member of Erma Miller, LLC. The members of Erma Miller, LLC ("EMLLC") are Erma Miller, Stephen C. Miller, William Miller, Susan Roof, and Cynthia Ziegler. Such members may be deemed to control EMLLC and may be deemed to possess indirect beneficial ownership of the shares held by EMLLC. Stephen C. Miller and Erma Miller, acting alone, can vote or exercise dispositive authority over shares held by EMLLC.