UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
March 25, 2022 (March 25, 2022)
Date of Report (Date of earliest event reported)
Boulder Growth & Income Fund, Inc.
(Exact name of registrant as specified in its charter)
|
Maryland |
811-02328 |
13-272967 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
1700 Broadway, Suite 1230 Denver, CO |
80290 | |
|
(Address of principal executive offices) |
(Zip Code) |
| 877-561-7914 |
| (Registrant's telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws
The Board of Directors (“Board”) of the Boulder Growth & Income Fund, Inc. (the “Registrant”) has approved changing the Registrant’s name to SRH Total Return Fund, Inc. (the “Name Change”) and ticker symbol to “STEW”. Each change will be effective beginning on April 4, 2022. To accomplish the Name Change, the Board also approved the following, each effective beginning April 4, 2022: (i) the filing of an Articles of Amendment (the “Articles of Amendment”) to the Fund’s Amended and Restated Articles of Amendment (the “Charter”) with the Department of Assessments and Taxation of the State of Maryland, and (ii) the Second Amendment to the Fund’s Amended and Restated Bylaws (the “Bylaws Amendment”). The Articles of Amendment and Bylaws Amendment only serve to effectuate the Name Change.
The foregoing descriptions of the Articles of Amendment and the Bylaws Amendment are summaries only and do not purport to be complete and are qualified in their entirety by reference to the copies of each document filed herewith as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated herein by reference.
Item 8.01 Other Events.
On March 25, 2022, in connection with the Name Change, the Registrant issued the press release attached hereto as Exhibit 99.1 announcing the Name Change. In addition, the press release announced that, effective on April 1, 2022, Stewart Horejsi will retire from his role as a primary portfolio manager of the Registrant. Joel Looney and Jacob Hemmer will continue in their current portfolio manager roles, collectively responsible for the day-to-day management of the Fund’s assets.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| 3.1 | Articles of Amendment |
| 3.2 | Second Amendment to the Amended and Restated Bylaws |
| 99.1 | Press Release Dated March 25, 2022 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 25, 2022 | By: | /s/ Joel Looney | |
| Joel Looney | |||
| President |
Index to Exhibits
| Exhibit Number |
Description |
| 3.1 | Articles of Amendment |
| 3.2 | Second Amendment to the Amended and Restated Bylaws |
| 99.1 | Press Release Dated March 25, 2022 |
BOULDER GROWTH AND INCOME FUND, INC.
ARTICLES OF AMENDMENT
Boulder Growth and Income Fund, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST: Article I of the charter of the Corporation (the “Charter”) is hereby amended to change the name of the Corporation to:
SRH Total Return Fund, Inc.
SECOND: The foregoing amendment to the Charter shall become effective beginning on April 4, 2022.
THIRD: The foregoing amendment to the Charter was approved by the Board of Directors of the Corporation and was limited to a change expressly authorized by Section 2-605(a)(1) of the Maryland General Corporation Law without action by the stockholders.
FOURTH: The undersigned officer of the Corporation acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of such officer’s knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
-Signature page follows-
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be executed in its name and on its behalf by its President and attested by its Secretary this 25th day of March, 2022.
| ATTEST: | BOULDER GROWTH AND INCOME FUND, INC. | ||
| /s/ Christopher Moore | /s/ Joel Looney | ||
| Name: Christopher Moore | Name: Joel Looney | ||
| Title: Secretary, CCO | Title: President, Chairman |
SECOND AMENDMENT TO THE
AMENDED AND RESTATED BYLAWS OF THE
BOULDER GROWTH & INCOME FUND, INC.
This Second Amendment (the "Second Amendment") to the Amended and Restated Bylaws (the "Bylaws") of the Boulder Growth & Income Fund, Inc., a Maryland corporation (the "Corporation"), was made by the Board of Directors of the Corporation on February 3, 2022, pursuant to Article XIII of the Bylaws.
| 1. | All references in the Bylaws to the name “Boulder Growth & Income Fund, Inc.” are hereby deleted and replaced by “SRH Total Return Fund, Inc.” |
The foregoing amendment to the Bylaws shall become effective beginning on April 4, 2022. Except as specifically amended by this Second Amendment, all other provisions of the Bylaws shall remain in full force and effect.
BOULDER GROWTH & INCOME FUND, INC. ANNOUNCES UPCOMING NAME AND TICKER CHANGE, RETIREMENT OF PORTFOLIO MANAGER
Denver, March 25, 2022 – Boulder Growth & Income Fund, Inc. (NYSE: BIF) today announced that its Board of Directors (the “Board”) has approved a change to the name and ticker that will become effective on April 4, 2022. On that date the Fund’s name will change to SRH Total Return Fund, Inc. and the Fund will trade on the New York Stock Exchange under a new ticker symbol “STEW”. A summary of the name and ticker changes, as well as important details are as follows:
| Prior Fund Name | New Fund Name |
Prior Ticker |
New Ticker |
New Website |
| Boulder Growth & Income Fund, Inc. | SRH Total Return Fund, Inc. | BIF | STEW | srhtotalreturnfund.com |
The Board approved the change due to the belief that the new name better describes the Fund’s investment objective of providing total return to investors. The Board also agreed the change was appropriate to remove the geographic reference in the name, as such association that was no longer applicable to either Paralel Advisors LLC and Rocky Mountain Advisors, LLC, the Fund’s respective investment adviser and investment sub-adviser.
There are no changes to the Fund's investment objectives or investment strategy. The Fund’s CUSIP number (101507101) also remains unchanged.
In addition, the Fund announced that, effective beginning April 1, 2022, Stewart Horejsi will retire from his role as a primary portfolio manager of the Fund. Mr. Horejsi served as the Fund’s portfolio manager since January 2002. Joel Looney and Jacob Hemmer will continue in their current portfolio manager roles, collectively responsible for the day-to-day management of the Fund’s assets.
The Fund
Boulder Growth & Income Fund, Inc. is a non-diversified closed-end investment company traded on the New York Stock Exchange under the trading symbol "BIF". Beginning April 4, 2022, the Fund’s name will change to SRH Total Return Fund, Inc. and will trade under a new trading symbol "STEW". As of March 22, 2022, the Fund's NAV was $17.29 per share and the closing market price was $14.81 (a -14.34% discount to NAV). For more information on the Fund, please visit the Fund's webpage at www.bouldercef.com, which will change to www.srhtotalreturnfund.com beginning on April 4, 2022.
The Fund is a closed-end fund and does not continuously issue stock for sale as open-end mutual funds do. The Fund now trades in the secondary market. Investors wishing to buy or sell stock need to place orders through an intermediary or broker. The share price of a closed-end fund is based on the market value.
Paralel Advisors LLC
Paralel Advisors LLC serves as the investment adviser to the Fund. Together with its parent company, Paralel Technologies LLC, Paralel represents the next generation of financial services in the investment management industry. As a fintech fund services company that combines proprietary technology and a culture of service, Paralel is changing the value proposition of fund servicing.
Rocky Mountain Advisers, LLC
Rocky Mountain Advisers, LLC (RMA) is an investment adviser registered with the SEC based out of Kansas. More information about RMA is available on its website at investrma.com as well as the SEC's investment adviser search website at www.adviserinfo.sec.gov.
NOT FDIC INSURED | May Lose Value | No Bank Guarantee