UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-02328 Boulder Growth & Income Fund, Inc. (Exact name of registrant as specified in charter) 1680 38th Street, Suite 800 Boulder, CO 80301 (Address of principal executive offices) (Zip code) Stephen C. Miller 1680 38th Street, Suite 800 Boulder, CO 80301 (Name and address of agent for service) Registrant's telephone number, including area code: (303) 444-5483 Date of fiscal year end: November 30 Date of reporting period: July 1, 2003 - June 30, 2004 Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX 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. PROXY VOTING RECORD FOR PERIOD JULY 1, 2003 TO JUNE 30, 2004 Matter Proposed Vote by Cast Vote For Shldr Issuer (Yes (For or Ticker Meeting Record Meeting Description of Matter to be or or or Against Name of Issuer Symbol CUSIP Date Date Type Voted On Holder No) Against) Mngmnt Approve amendments to and a restatement of the Company's Restated Northwestern Certificate of Corporation NOR 668074107 8/26/03 6/27/03 Annual 1 Incorporation Issuer Yes For For Elect two members of Northwestern Class III of the Board Corporation NOR 668074107 8/26/03 6/27/03 Annual 2 of Directors Issuer Yes For For Ratification of Northwestern Deloitte & Touche LLP Corporation NOR 668074107 8/26/03 6/27/03 Annual 3 as Independent Auditor Issuer Yes For For Elect three Class II H&R Block HRB 093671105 9/10/03 7/8/03 Annual 1 Directors Issuer Yes For For Approval of an amendment to the 2003 long-term executive H&R Block HRB 093671105 9/10/03 7/8/03 Annual 2 compensation plan Issuer Yes For For Ratification of the appointment of KMPG LLP as independent H&R Block HRB 093671105 9/10/03 7/8/03 Annual 3 accountants Issuer Yes For For Approve a proposal to amend FNF's Restated Certificate of Incorporation to increase authorized Fidelity shares of common stock National from 150,000,000 to Financial, Inc. FNF 316326107 9/29/03 8/18/03 Annual 1 250,000,000 Issuer Yes For For Elect four directors to serve for the next Fidelity three years and one National director to serve for Financial, Inc. FNF 316326107 9/29/03 8/18/03 Annual 2 the next two years. Issuer Yes For For Directors' and auditors' reports and the accounts for the year ended June 30, Diageo PLC DEO 25243Q205 10/22/03 9/15/03 Annual 1 2003. Issuer Yes For For Approve the directors' renumeration report for the year ended June 30, Diageo PLC DEO 25243Q205 10/22/03 9/15/03 Annual 2 2003 Issuer Yes For For To declare a final dividend on the Diageo PLC DEO 25243Q205 10/22/03 9/15/03 Annual 3 ordinary shares Issuer Yes For For To re-elect Lord Blyth of Rowington as a Diageo PLC DEO 25243Q205 10/22/03 9/15/03 Annual 4 director Issuer Yes For For To re-elect Mr. JK Diageo PLC DEO 25243Q205 10/22/03 9/15/03 Annual 5 Oates as a director Issuer Yes For For To re-elect Mr. PL Diageo PLC DEO 25243Q205 10/22/03 9/15/03 Annual 6 Walsh as a director Issuer Yes For For Re-appointment and renumberation of Diageo PLC DEO 25243Q205 10/22/03 9/15/03 Annual 7 auditors Issuer Yes For For Disapplication of Diageo PLC DEO 25243Q205 10/22/03 9/15/03 Annual 8 pre-emption rights Issuer Yes For For Authority to purchase Diageo PLC DEO 25243Q205 10/22/03 9/15/03 Annual 9 own oridnary shares Issuer Yes For For Sara Lee Corporation SLE 803111103 10/30/03 9/2/03 Annual 1 Elect twelve directors Issuer Yes For For Ratification of the Appointment of Price WaterhouseCoopers LLP as Sara Lee's Sara Lee Independent Accountants Corporation SLE 803111103 10/30/03 9/2/03 Annual 2 for Fiscal 2004. Issuer Yes For For Stockholder Proposal Sara Lee regarding Charitable Corporation SLE 803111103 10/30/03 9/2/03 Annual 3 Contributions Holder Yes Against For Stockholder Proposal Sara Lee regarding Sara Lee's Corporation SLE 803111103 10/30/03 9/2/03 Annual 4 Code of Conduct Holder Yes Against For Election of Edward E. Amerisourcebergen Hagenlocker and Kurt J. Corporation ABC 03073E105 3/5/04 1/12/04 Annual 1 Hilzinger as Directors Issuer Yes For For Election of four (4) Washington Mutual WM 939322103 4/20/04 2/27/04 Annual 1 directors Issuer Yes For For Ratification of the appointment of Deloitte & Touche LLP as independent auditors Washington Mutual WM 939322103 4/20/04 2/27/04 Annual 2 for 2004 Issuer Yes For For Shareholder proposal relating to a specific Washington Mutual WM 939322103 4/20/04 2/27/04 Annual 3 compensation program Holder Yes Against For Election of fifteen Pfizer Inc. PFE 717081103 4/22/04 2/27/04 Annual 1 (15) directors Issuer Yes For For A proposal to approve the appointment of KPMG LLP as independent Pfizer Inc. PFE 717081103 4/22/04 2/27/04 Annual 2 auditors for 2004 Issuer Yes For For Approve the Pfizer Inc. Pfizer Inc. PFE 717081103 4/22/04 2/27/04 Annual 3 2004 Stock Plan Issuer Yes Against Against Shareholder proposal requesting review of the economic effects of the HIV/AIDS, TB and Malaria pandemics on the Company's business Pfizer Inc. PFE 717081103 4/22/04 2/27/04 Annual 4 strategy Holder Yes Against For Shareholder proposal relating to political Pfizer Inc. PFE 717081103 4/22/04 2/27/04 Annual 5 contributions Holder Yes Against For Shareholder proposal relating to an annual report on corporate resources devoted to supporting political Pfizer Inc. PFE 717081103 4/22/04 2/27/04 Annual 6 entities or candidates Holder Yes Against For Shareholder proposal seeking to impose term Pfizer Inc. PFE 717081103 4/22/04 2/27/04 Annual 7 limits on directors Holder Yes Against For Shareholder proposal requesting a report on increasing access to Pfizer Inc. PFE 717081103 4/22/04 2/27/04 Annual 8 Pfizer products Holder Yes Against For Shareholder proposal on Pfizer Inc. PFE 717081103 4/22/04 2/27/04 Annual 9 stock options Holder Yes Against For Shareholder proposal on Pfizer Inc. PFE 717081103 4/22/04 2/27/04 Annual 10 invitro testing Holder Yes Abstain Abstain Election of five (5) Merck & Co. MRK 589331107 4/27/04 2/24/04 Annual 1 directors Issuer Yes For For Ratification of the appointment of the Company's independent Merck & Co. MRK 589331107 4/27/04 2/24/04 Annual 2 auditors for 2004 Issuer Yes For For Proposal to amend the Restated Certificate of Incorporation to declassify the Board of Merck & Co. MRK 589331107 4/27/04 2/24/04 Annual 3 Directors Issuer Yes For For Stockholders Proposal concerning management Merck & Co. MRK 589331107 4/27/04 2/24/04 Annual 4 compensation Holder Yes For Against Stockholders proposal concerning extension of prescription drug Merck & Co. MRK 589331107 4/27/04 2/24/04 Annual 5 patents Holder Yes Against For Stockholder proposal concerning ethical and social performance of Merck & Co. MRK 589331107 4/27/04 2/24/04 Annual 6 the Company Holder Yes Against For Stockholder proposal concerning use of shareholder resources Merck & Co. MRK 589331107 4/27/04 2/24/04 Annual 7 for political purposes Holder Yes Against For Stockholder proposal concerning a report related to the global Merck & Co. MRK 589331107 4/27/04 2/24/04 Annual 8 HIV/AIDS pandemic Holder Yes Against For Regency Centers Election of four (4) Coporation REG 758849103 4/28/04 3/22/04 Annual 1 directors Holder Yes For For Amendment to Regency's Restated Articles of Incorporation to eliminate Regency Centers classification of the Coporation REG 758849103 4/28/04 3/22/04 Annual 2 Board of Directors Holder Yes For For Amendment to Regency's Restated Articles of Incorporation to increase the number of Regency Centers authorized shares of Coporation REG 758849103 4/28/04 3/22/04 Annual 3 preferred stock Holder Yes For For Amendment to Regency's Restated Articles of Incorporation to delete matters of historical interest relating to Regency Centers security capital's Coporation REG 758849103 4/28/04 3/22/04 Annual 4 ownership limit Holder Yes For For Cohen & Steers Advantage Income Election of three (3) Realty RLF 19247W409 4/29/04 3/11/04 Annual 1 directors Issuer Yes For For Ratify the selection of PricewaterhouseCoopers LLP as independent certified public accountants for the Cohen & Steers Fund for the fiscal Advantage Income year ending December Realty RLF 19247W409 4/29/04 3/11/04 Annual 2 31, 2004 Issuer Yes For For Torchmark Election of five (5) Corporation TMK 891027104 4/29/04 3/5/04 Annual 1 directors Issuer Yes For For Torchmark Corporation TMK 891027104 4/29/04 3/5/04 Annual 2 Ratification of auditors Issuer Yes For For Shareholder proposal regarding use of performance and time-based restricted Torchmark share programs in Corporation TMK 891027104 4/29/04 3/5/04 Annual 3 executive compensation Holder Yes For Against Shareholder proposal regarding holding Torchmark tobacco equities in the Corporation TMK 891027104 4/29/04 3/5/04 Annual 4 company's portfolio Holder Yes Against For Berkshire Election of eleven (11) Hathaway Inc. BRKA 084670108 5/1/04 3/3/04 Annual 1 directors Holder Yes For For Shareholder proposal to approve the stockholder proposal with respect Berkshire to political Hathaway Inc. BRKA 084670108 5/1/04 3/3/04 Annual 2 contributions Holder Yes Against For Bristol-Myers Election of three (3) Squibb Company BMY 110122108 5/4/04 3/8/04 Annual 1 directors Issuer Yes For For Bristol-Myers Appointment of Squibb Company BMY 110122108 5/4/04 3/8/04 Annual 2 independent auditors Issuer Yes For For Bristol-Myers Publication of Squibb Company BMY 110122108 5/4/04 3/8/04 Annual 3 political contributions Holder Yes Against For Bristol-Myers Prohibition of Squibb Company BMY 110122108 5/4/04 3/8/04 Annual 4 political contributions Holder Yes Against For Bristol-Myers Separation of Chairman Squibb Company BMY 110122108 5/4/04 3/8/04 Annual 5 and CEO positions Holder Yes Against For Bristol-Myers Squibb Company BMY 110122108 5/4/04 3/8/04 Annual 6 HIV/AIDS, TB, Malaria Holder Yes Against For Bristol-Myers Squibb Company BMY 110122108 5/4/04 3/8/04 Annual 7 Director vote threshold Holder Yes Against For Avalonbay Election of eight (8) Communities AVB 053484101 5/5/04 3/8/04 Annual 1 directors Issuer Yes For For To consider and act Avalonbay upon a stockholder Communities AVB 053484101 5/5/04 3/8/04 Annual 2 proposal Holder Yes For Against Boston Election of four (4) Properties, Inc. BXP 101121101 5/5/04 3/17/04 Annual 1 directors Issuer Yes For For To consider and act upon a stockholder proposal concerning the Boston annual election of Properties, Inc. BXP 101121101 5/5/04 3/17/04 Annual 2 directors Holder Yes For Against Liberty Property Election of two (2) Trust LRY 531172104 5/5/04 3/5/04 Annual 1 directors Issuer Yes For For Approval of the proposal to amend the Declaration of Trust of the Trust to amend and restate in its entirety Liberty Property Article VII of the Trust LRY 531172104 5/5/04 3/5/04 Annual 2 Declaration of Trust Issuer Yes Against Against Approval of the proposal to amend the Declaration of Trust to amend Sections 6.2, 6.3 Liberty Property and 10.1(d) of the Trust LRY 531172104 5/5/04 3/5/04 Annual 3 Declaration of Trust Issuer Yes Against Against Approval of the proposal to amend the Trust's Amended and Restated Share Incentive Plan, including an amendment to increase the number of shares available for awards thereunder by Liberty Property 1,500,000 shares to Trust LRY 531172104 5/5/04 3/5/04 Annual 4 11,426,256 shares Issuer Yes Against Against Simon Property Election of seven (7) Group, Inc. SPG 828806109 5/5/04 3/8/04 Annual 1 directors Issuer Yes For For Ratification of appointment of Ernst & Simon Property Young LLP as Group, Inc. SPG 828806109 5/5/04 3/8/04 Annual 2 independent accountants Issuer Yes For For Stockholder proposal Simon Property regarding independent Group, Inc. SPG 828806109 5/5/04 3/8/04 Annual 3 chairman of the board Holder Yes Abstain N/A Pan Pacific Retail Election of one (1) Properties, Inc. PNP 69806L104 5/6/04 3/5/04 Annual 1 director Issuer Yes For For Pan Pacific Retail Charter amendment to Properties, Inc. PNP 69806L104 5/6/04 3/5/04 Annual 2 declassify the Board Issuer Yes For For Charter amendment to Pan Pacific increase the ownership Retail limit of the company's Properties, Inc. PNP 69806L104 5/6/04 3/5/04 Annual 3 common stock Issuer Yes For For Health Care Property Election of ten (10) Investors, Inc. HCP 421915109 5/7/04 3/24/04 Annual 1 directors Issuer Yes For For Approval of the amendment to the Charter to increase the Health Care Company's authorized Property common stock to Investors, Inc. HCP 421915109 5/7/04 3/24/04 Annual 2 750,000,000 Issuer Yes For For Approval of the Health Care amendment to the Property Charter to declassify Investors, Inc. HCP 421915109 5/7/04 3/24/04 Annual 3 the Board Issuer Yes For For Ratification of Ernst & Young LLP as Health Care independent auditors Property for the year ending Investors, Inc. HCP 421915109 5/7/04 3/24/04 Annual 4 December 31, 2004 Issuer Yes For For Arden Realty, Election of three (3) Inc. ARI 039793104 5/11/04 3/31/04 Annual 1 directors Issuer Yes For For Stockholder proposal regarding severance Arden Realty, agreements for senior Inc. ARI 039793104 5/11/04 3/31/04 Annual 2 executives Holder Yes Against For Healthcare Election of three (3) Realty Trust HR 421946104 5/11/04 3/11/04 Annual 1 directors Issuer Yes For For Hospitality Election of one (1) Properties Trust HPT 44106M102 5/11/04 3/16/04 Annual 1 director Issuer Yes For For HRPT Properties Election of one (1) Trust HPT 40426W101 5/11/04 3/16/04 Annual 1 director Issuer Yes For For Eastman Kodak Election of three (3) Company EK 277461109 5/12/04 3/15/04 Annual 1 directors Issuer Yes For For Ratification of Eastman Kodak election of independent Company EK 277461109 5/12/04 3/15/04 Annual 2 accountants Issuer Yes For For Re-approval of material terms of the performance goals of the 2000 omnibus Eastman Kodak long-term compensation Company EK 277461109 5/12/04 3/15/04 Annual 3 plan Issuer Yes Against Against Shareholder proposal Eastman Kodak requesting adoption of Company EK 277461109 5/12/04 3/15/04 Annual 4 chemicals policy Holder Yes Against For Shareholder proposal requesting limits on Eastman Kodak compensation on certain Company EK 277461109 5/12/04 3/15/04 Annual 5 executives Holder Yes Against For First Industrial Realty Trust, Election of two (2) Inc. FR 32054K103 5/12/04 3/22/04 Annnual 1 directors Issuer Yes For For Ratification of the selection of First Industrial PricewaterhouseCoopers Realty Trust, LLP as the company's Inc. FR 32054K103 5/12/04 3/22/04 Annnual 2 independent auditors Issuer Yes For For Election of seventeen Unilever N.V. UN 904784709 5/12/04 3/18/04 Annual 1 (17) directors Issuer Yes For For Adoption of the annual accounts and appropriation profit Unilever N.V. UN 904784709 5/12/04 3/18/04 Annual 2 for the 2003 fiscal year Issuer Yes For For Discharge of the members of the Board of Unilever N.V. UN 904784709 5/12/04 3/18/04 Annual 3 Directors Issuer Yes For For Corporate Governance and alterations to the Unilever N.V. UN 904784709 5/12/04 3/18/04 Annual 4 Articles of Association Issuer Yes For For Renumeration of Unilever N.V. UN 904784709 5/12/04 3/18/04 Annual 7 non-executive directors Issuer Yes For For Appointment of auditors for the 2004 financial Unilever N.V. UN 904784709 5/12/04 3/18/04 Annual 8 year Issuer Yes For For Designation, in accordance with Articles 96 and 96A of Book 2 of the Netherlands Civil Code, of the Board of Directors as the Company body authorized in respect of the issue Unilever N.V. UN 904784709 5/12/04 3/18/04 Annual 9 of shares in the Company Issuer Yes For For Authorization, in accordance with Article 98 of Book 2 of the Netherlands Civil Code, of the Board of Directors to purchase shares in the company and depositary receipts Unilever N.V. UN 904784709 5/12/04 3/18/04 Annual 10 therefor Issuer Yes For For Authorization, in accordance with Article 119 of Book 2 of the Netherlands Civil Code, of the Board of Directors to determine a registration time for the exercise of the rights to attend the general meeting and to Unilever N.V. UN 904784709 5/12/04 3/18/04 Annual 11 vote thereat Issuer Yes For For Election of three (3) USG Corporation USG 903293405 5/12/04 3/16/04 Annual 1 directors Issuer Yes For For Ratification of appointment of Deloitte & Touche LLP as independent public accountants for the year ending December USG Corporation USG 903293405 5/12/04 3/16/04 Annual 2 31, 2004 Issuer Yes For For MGIC Investment Election of three (3) Corporation MTG 552848103 5/13/04 3/15/04 Annual 1 directors Issuer Yes For For Ratify the appointment of PricewaterhouseCoopers LLP as the independent MGIC Investment accountants of the Corporation MTG 552848103 5/13/04 3/15/04 Annual 2 corporation Issuer Yes For For Providian Financial Election of four (4) Corporation PVN 74406A102 5/13/04 3/15/04 Annual 1 directors Issuer Yes For For Providian Ratification of Financial appointment of Corporation PVN 74406A102 5/13/04 3/15/04 Annual 2 independent auditors Issuer Yes For For The First American Election of thirteen Corporation FAF 318522307 5/13/04 3/24/04 Annual 1 (13) directors Issuer Yes For For Archstone-Smith Election of four (4) Realty Trust ASN 039583109 5/20/04 3/26/04 Annual 1 directors Issuer Yes For For Ratification of appointment of KPMG LLP Archstone-Smith as auditors for current Realty Trust ASN 039583109 5/20/04 3/26/04 Annual 2 fiscal year Issuer Yes For For Shareholder proposal Archstone-Smith regarding Severance Realty Trust ASN 039583109 5/20/04 3/26/04 Annual 3 Agreements Holder Yes Against For Boykin Lodging Election of seven (7) Company BOY 103430104 5/20/04 3/24/04 Annual 1 directors Issuer Yes For For Election of thirteen AON Corporation AON 037389103 5/21/04 3/24/04 Annual 1 (13) directors Issuer Yes For For Ratification of appointment of Ernst & Young LLP as AON Corporation AON 037389103 5/21/04 3/24/04 Annual 2 independent auditors Issuer Yes For For Gables Election of three (3) Residential Trust GBP 362418105 5/21/04 3/19/04 Annual 1 directors Holder Yes For For To approve the 2004 Equity Incentive Plan authorizing the issuance of up to Gables 1,250,000 common shares Residential Trust GBP 362418105 5/21/04 3/19/04 Annual 2 of beneficial interest Holder Yes Against Against Election of ten (10) TXU Corp. TXU 873168108 5/21/04 3/22/04 Annual 1 directors Issuer Yes For For Approval of auditors TXU Corp. TXU 873168108 5/21/04 3/22/04 Annual 2 Deloitte & Touche LLP Issuer Yes For For Shareholder proposal related to officers' TXU Corp. TXU 873168108 5/21/04 3/22/04 Annual 3 sale of restricted stock Holder Yes Against For Pepsi Bottling Election of ten (10) Group, Inc. PBG 713409100 5/26/04 3/29/04 Annual 1 directors Issuer Yes For For Approval of the PBG Pepsi Bottling 2004 Long-Term Group, Inc. PBG 713409100 5/26/04 3/29/04 Annual 2 Incentive Plan Issuer Yes Against Against Pepsi Bottling Ratification of Group, Inc. PBG 713409100 5/26/04 3/29/04 Annual 3 independent auditors Issuer Yes For For Post Properties, Election of three (3) Inc. PPS 737464107 5/27/04 3/26/04 Annual 1 directors Issuer Yes For For Approve the amendment Post Properties, to the Bylaws to Inc. PPS 737464107 5/27/04 3/26/04 Annual 2 declassify the Board Issuer Yes For For Approve the shareholder proposal regarding Post Properties, shareholder approval of Inc. PPS 737464107 5/27/04 3/26/04 Annual 3 director compensation Issuer Yes Against For Vornado Realty Election of three (3) Trust VNO 929042109 5/27/04 4/16/04 Annual 1 directors Issuer Yes For For Ratification of Vornado Realty selection of Trust VNO 929042109 5/27/04 4/16/04 Annual 2 independent auditors Issuer Yes For For Equity Election of eleven (11) Residential EQR 29476L107 5/28/04 3/29/04 Annual 1 directors Issuer Yes For For Approval of amendment to Declaration of Trust Equity to remove potential Residential EQR 29476L107 5/28/04 3/29/04 Annual 2 anti-takeover defense Issuer Yes For For Ratification of Ernst & Young LLP as independent auditors Equity for year ending Residential EQR 29476L107 5/28/04 3/29/04 Annual 3 December 31, 2004 Issuer Yes For For Scudder RREEF Real Estate Fund Election of three (3) II-PFD SRO 81119R504 6/4/04 4/12/04 Annual 1 directors Issuer Yes For For SIGNATURES Pursuant to the requirements of 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 Stephen C. Miller, President (Principal Executive Officer) *Print the name and title of each signing officer under his or her signature.