UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 41)*

Boulder Growth & Income Fund, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

101507101

(CUSIP Number)

Stephen C. Miller, Esq.

Rocky Mountain Advisers, LLC

2121 E. Crawford Place

Salina, KS 67401

(785) 823-3097

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

April 10, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 101507101

CUSIP No. 101507101

CUSIP No. 101507101

CUSIP No. 101507101

CUSIP No. 101507101

CUSIP No. 101507101

CUSIP No. 101507101

Amendment No. 41 to Statement on Schedule 13D

This Amendment No. 41 (the “Amendment”) further amends the statement on Schedule 13D, relating to the common stock, $0.01 par value per share (the "Shares"), of Boulder Growth & Income Fund, Inc., a Maryland corporation (the "Company"). Items 2, 3, 4, 5, 6, and 7 of this statement, previously filed by the Ernest Horejsi Trust No. 1B (the “Ernest Trust”), the Lola Brown Trust No. 1B (the “Lola Trust”), the Susan L. Ciciora Trust (the “Susan Trust”), the Stewart West Indies Trust (the “West Indies Trust”), the Mildred B. Horejsi Trust (the “Mildred Trust”), the Stewart R. Horejsi Trust No. 2 (the “SRH Trust”) (the foregoing trusts being the “Prior Reporting Trusts”); and Susan L. Ciciora and Ellen O. Horejsi (formerly, Ellen O. Cooper), each as the direct beneficial owner of Shares, and, by virtue of the relationships described previously in this statement, Peak Trust Company-AK (“PTC”) (formerly Alaska Trust Company) and Stewart R. Horejsi (collectively, the “Prior Reporting Persons”), are hereby amended as set forth below.

No change except for the addition of the following:

On December 31, 2018, Stewart R. Horejsi and Ellen Horejsi were divorced and, as a consequence, neither Ms. Horejsi nor her trust, the Ellen O. Cooper Trust, are Reporting Persons hereunder.

Alaska Trust Company changed its name to Peak Trust Company-AK on April 28, 2016 and is referred to herein as “PTC”.

Certain Reporting Persons listed on this Amendment expressly (identified as the “Horejsi Affiliates” below) affirm that, for the reasons described in Item 6 below, they constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

No change except for the addition of the following:

On April 10, 2019, the Ernest Trust transferred 2,319,048 Shares to the Lola Trust and 1,365,044 Shares to the Susan Trust. Each transfer was made in lieu of cash as full payment for two intra-trust loans: (i) a loan between the Ernest Trust as borrower and Lola Trust as lender with an outstanding principal amount of $25,416,768, and (ii) a loan between the Ernest Trust as borrower and Susan Trust as lender with an outstanding principal amount of $14,960,881. For purposes of the foregoing transactions, the Shares were valued at $10.96 per share based on the closing price reported for such shares by the New York Stock Exchange on April 9, 2019.

No change except for the addition of the following:

On April 10, 2019, the Ernest Trust transferred 2,319,048 Shares to the Lola Trust and 1,365,044 Shares to the Susan Trust. Each transfer was made in lieu of cash as full payment for two intra-trust loans: (i) a loan between the Ernest Trust as borrower and Lola Trust as lender with an outstanding principal amount of $25,416,768, and (ii) a loan between the Ernest Trust as borrower and Susan Trust as lender with an outstanding principal amount of $14,960,881. For purposes of the foregoing transactions, the Shares were valued at $10.96 per share based on the closing price reported for such shares by the New York Stock Exchange on April 9, 2019.

Depending upon their evaluation of the Company’s investments and prospects, and upon future developments (including, but not limited to, performance of the Shares in the market, effective yield on the Shares, availability of funds, alternative uses of funds, and money, stock market and general economic conditions), any of the Reporting Persons or other entities that may act with the Reporting Persons (collectively referred to as the “Other Entities”) may from time to time purchase Shares, and any of the Reporting Persons or Other Entities may from time to time dispose of all or a portion of the Shares held by such person, or cease buying or selling Shares. Any such additional purchase or sale of the Shares may be in open market, in privately-negotiated transactions or otherwise.

No change except for the following:

(a) The beneficial ownership percentage for each Reporting Person is calculated based on information provided by the Company that there were 104,188,473 Shares outstanding as of April 9, 2019 (the “Outstanding Shares”).

Except as specifically set forth above in connection with PTC (with respect to the Susan Trust and West Indies Trust) and the West Indies Trust (with respect to PTC and the Susan Trust), each Reporting Person disclaims beneficial ownership of Shares directly beneficially owned by other Reporting Persons.

(b) Each of the Trusts named in paragraph (a) above and Ms. Ciciora have the power to vote and to direct the vote as well as power to dispose and to direct the disposition of their respective Shares. By virtue of the relationships described in this statement, the West Indies Trust (with respect to PTC and the Susan Trust) and PTC (with respect to the Susan Trust and the West Indies Trust) may be deemed to share the indirect power to vote and to direct the vote as well as the indirect power to dispose and to direct the disposition of such Shares held by the respective Reporting Person as described above.

(c) On April 10, 2019, the Ernest Trust transferred 2,319,048 Shares to the Lola Trust and 1,365,044 Shares to the Susan Trust. Each transfer was made in lieu of cash as full payment for two intra-trust loans: (i) a loan between the Ernest Trust as borrower and Lola Trust as lender with an outstanding principal amount of $25,416,768, and (ii) a loan between the Ernest Trust as borrower and Susan Trust as lender with an outstanding principal amount of $14,960,881. For purposes of the foregoing transactions, the Shares were valued at $10.96 per share based on the closing price reported for such shares by the New York Stock Exchange on April 9, 2019.

(d) By virtue of the relationships described in this statement, the West Indies Trust (with respect to PTC and the Susan Trust) and PTC (with respect to the Susan Trust and West Indies Trust) may be deemed to share the indirect right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, such Shares held by the respective Reporting Persons as described above.

The trustees of the Trusts described in Item 5(a) above may be deemed to share the right to receive and the power to direct the receipt of dividends from, and proceeds from the sale of, the Shares held by such trusts, but each of the trustees of such trusts disclaim all such beneficial ownership. The directors of PTC may be deemed to share the indirect right to receive and the power to direct the receipt of dividends from, and the proceeds from the sale of, the Shares held by PTC, the Susan Trust and the West Indies Trust, but each such director disclaims all such beneficial ownership.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

As of June 1, 2018, ALPS Advisors, Inc. (“AAI”) and ALPS Fund Services, Inc. (“AFS” and together with AAI, “ALPS”) and Ernest Horejsi Trust No. 1B, Lola Brown Trust No. 1B, Susan L. Ciciora Trust, Stewart West Indies Trust, Mildred B. Horejsi Trust, and Stewart R. Horejsi Trust No. 2, and Stewart R. Horejsi (the “Horejsi Affiliates”) entered into an agreement (the “Agreement”) pursuant to which, among other things, the Reporting Persons, collectively, will generally be limited in all dispositions of the Shares to the lesser of (i) an amount per month equal to 340,085 shares or (ii) the amount the Horejsi Affiliates may otherwise be restricted to under applicable federal or state laws, rules and regulations.

Notwithstanding the foregoing, the Horejsi Affiliates are not limited in their ability to exchange Shares among themselves or to transfer Shares to members of the Horejsi family, the Horejsi Charitable Foundation, Inc. or other entities owned and controlled by the Horejsi Affiliates, provided, however, that prior to any such exchange or transfer being deemed effective, the transferor will: (i) provide prior written notice to ALPS of such proposed transfer that contains details regarding the parties involved, the amount of Shares transferred, the date of the proposed transfer, and any changes in control of the voting power of the Shares from the proposed transfer; (ii) enter into an agreement (“Transfer LO Agreement”) with the transferee, whereby the transferee agrees to be subject to the terms and conditions set forth in this Agreement (that would otherwise be applicable to the transferor) and grants ALPS the ability to enforce its rights as a third party beneficiary under the Transfer LO Agreement against the transferee or transferor, as necessary; and (iii) provide ALPS with a copy of the applicable executed Transfer LO Agreement.

In addition, until May 31, 2026, at any annual or special meeting of stockholders of the Company or in any written consent executed in lieu of such a meeting of stockholders, the Horejsi Affiliates (including any related persons or entities that may receive Shares pursuant to a Transfer LO Agreement) shall take all action, including by way of voting their Shares, to give effect to the recommendations of the Board as well as the covenants in the Agreement, including without limitation, filling Board vacancies as provided in the Agreement. Specifically, if a vacancy of a director occurs on the Board at any time by death, disability, retirement, resignation, removal (with or without cause) or any other reason, ALPS and the Horejsi Affiliates will negotiate in good faith on a recommendation to be made on the nomination and appointment of a replacement director to fill the vacancy. The Horejsi Affiliates agree to vote their Shares in a manner consistent with the Agreement.

This description is qualified in its entirety by the Agreement, a copy of which is filed as an exhibit to the Amendment.

The following exhibits are filed herewith:

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: April 25, 2019

Exhibit A

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities and Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Boulder Growth & Income Fund, Inc., and that this Agreement be included as an Exhibit to such joint filing.

Each of the undersigned acknowledges that each shall be responsible for the timely filing of any statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him, her, or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making such filings, except to the extent that he, she, or it knows or has reason to believe that such information is inaccurate.

Date:      April 10, 2019

Exhibit B

HOREJSI ALPS AGREEMENT

THIS AGREEMENT (the “Agreement”) is entered into as of June 1, 2018, by and among ALPS Advisors, Inc. ("AAI") and ALPS Fund Services, Inc. ("AFS" and together with AAI, “ALPS”); and Ernest Horejsi Trust No. 1B, Lola Brown Trust No. 1B, Susan L. Ciciora Trust, Stewart West Indies Trust, Mildred B. Horejsi Trust, and Stewart R. Horejsi Trust No. 2 (together, the “Horejsi Trusts”); and Stewart R. Horejsi (“Stewart Horejsi”, together with the Horejsi Trusts, the“ Horejsi Affiliates ”).

RECITALS

A.      Stewart Horejsi is the financial adviser to the Horejsi Trusts who together own a controlling interest in the Boulder Growth & Income Fund, Inc. (the “Fund”). As of the date of this Agreement, as written above, the Horejsi Affiliates’ ownership of the Fund is shown in Exhibit A, attached hereto.

B.       Stewart Horejsi is the chief investment officer for Rocky Mountain Advisers, LLC (“RMA”) and Stewart West Indies Trading Co., Ltd. (doing business as Stewart Investment Advisers (“SIA”, and together with RMA, the “Horejsi Advisers”). The Horejsi Advisers are presently co-advisers to the Fund and controlled by the Horejsi Affiliates.

C.       Fund Administrative Services, LLC (“FAS”) together with AFS is presently a co-administrator to the Fund and controlled by the Horejsi Affiliates.

D.       The parties have proposed a restructuring of the advisory and administrative services for the Fund (the “Restructuring”) pursuant to which: AAI will become the adviser to the Fund and provide certain officers to the Fund; RMA will be engaged by AAI as a subadviser to the Fund; and AFS will become the sole administrator to the Fund providing fund accounting, tax, fund administration, legal, and other related services.

E.       The Restructuring necessarily will result in thetermination of the co-advisory agreements currently existing between the Fund and Horejsi Advisers (the “Co-Advisory Agreements”) and the co-administration agreements between the Fund and FAS and the Fund and ALPS (the “Co-Administration Agreements” and, together with the Co-Advisory Agreements, the “Prior Agreements”). After the Restructuring, it is expected that SIA will withdraw as a registered investment adviser with the Securities and Exchange Commission and, although it may continue as a going concern, it will not otherwise be affiliated with the Fund. It is also expected that FAS will continue as a going concern as the employment agent for RMA but will not otherwise be affiliated with the Fund.

F.       ALPS willingness to move forward with the Restructuring is predicated on the Horejsi Affiliates agreeing to certain lock-up, leak-out, voting and board nomination provisions as set forth herein.

COVENANTS

NOW, THEREFORE, in consideration of the recitals, covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.            Effectiveness, Conditions Precedent. Except as otherwise noted in this Agreement, this Agreement will become effective on the earlier of the date first written above or, retroactively on the date that AAI first commences as the Fund’s investment adviser (the “Effective Date”). The initial effectiveness of Sections 4, 5, and 6 is predicated on each of the following conditions being independently met:

The parties will work (or direct parties that they may control or be affiliated with to work) in good faith, using their reasonable best efforts to ensure that such conditions are met.

2.           Termination of Prior Agreements. The above Restructuring Agreements are intended to replace the Prior Agreements and, as of the date immediately prior to the effective date of the Restructuring Agreements (or effective date of any precursor interim agreements under Rule 15a-4 of the Investment Company Act of 1940, as amended), each of the parties agree (or will direct the parties to the Prior Agreements that they may control or be affiliated with to agree) that the Prior Agreements will terminate and that such termination shall be on a penalty-free basis (or, with regards to the ALPS Co-Administration Agreement, amended in such a manner to allow the Admin Agreement to supersede the terms of the ALPS Co-Administration Agreement).

3.           Board and Stockholder Approval. The Horejsi Affiliates will recommend that the Fund’s Board approve all elements of the Restructuring. The Horejsi Affiliates agree to (and agree to direct any applicable parties that they may control to) use reasonable best efforts to obtain all required consents and approvals of the Board and/orstockholders necessary to effect the Restructuring.

4.           Lock-Up and Leak-Out Agreements. Beginning on the date that AAI first commences as the Fund’s investment adviser (“AAI Commencement Date”), the Horejsi Affiliates, collectively, will be limited in all dispositions of the Fund’s common shares (the “Shares”) (which will include any and all sales, exchanges, transfers, gifts, or any similar type of conveyance of the Shares to non-affiliated entities that involves the voting power or ownership of the Shares) to the lesser of (i) an amount per month equal to 0.75% of Horejsi Affiliates' aggregate investment in the Fund, this amount determined as of the AAI Commencement Date (as stated in Exhibit A), or (ii) the amount the Horejsi Affiliates may otherwise be restricted to under applicable federal or state laws, rules and regulations.

Notwithstanding the foregoing, the Horejsi Affiliates shall not be limited in their ability to exchange Shares among themselves or to transfer Shares to members of the Horejsi family, the Horejsi Charitable Foundation, Inc. or other entities owned and controlled by the Horejsi Affiliates, provided, however, that prior to any such exchange or transfer being deemed effective, the transferor will: (i) provide prior written notice to ALPS of such proposed transfer that contains details regarding the parties involved, the amount of Shares transferred, the date of the proposed transfer, and any changes in control of the voting power of the Shares from the proposed transfer; (ii) enter into an agreement (“Transfer LO Agreement”) with the transferee, whereby the transferee agrees to be subject to the terms and conditions set forth in this Agreement (that would otherwise be applicable to the transferor) and grants ALPS the ability to enforce its rights as a third party beneficiary under the Transfer LO Agreement against the transferee or transferor, as necessary; and (iii) provide ALPS with a copy of the applicable executed Transfer LO Agreement.

5.           Voting Agreement. Beginning on the AAI Commencement Date and continuing for a period of eight (8) years thereafter, at any annual or special meeting of stockholders of the Fund or in any written consent executed in lieu of such a meeting of stockholders, the Horejsi Affiliates (including any related persons or entities that may receive Shares pursuant to a Transfer LO Agreement described in Section 4) shall take all action, including by way of voting their Shares, to give effect to the recommendations of the Board as well as the covenants in this Agreement, including without limitation, filling Board vacancies as provided in Section 6 below.

6.           Board Vacancies. If a vacancy of a director occurs on the Board at any time by death, disability, retirement, resignation, removal (with or without cause) or any other reason, ALPS and the Horejsi Affiliates will negotiate in good faith on a recommendation to be made on the nomination and appointment of a replacement director to fill the vacancy. The Horejsi Affiliates will vote their Shares in a manner consistent with Section 5 of this Agreement.

7.           Miscellaneous.

(i)   Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Colorado. Each party hereto irrevocably consents to the exclusive jurisdiction and venue of any federal or state court within Denver County, State of Colorado in connection with any matter based upon or arising out of this Agreement (whether based on breach of contract, tort, breach of duty or any other theory), agrees that process may be served upon it in any manner authorized by the laws of the State of Colorado for such persons and waives and covenants not to assert or plead any objection that they might otherwise have to jurisdiction, venue and such process.

(ii)  Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

(iii) Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors, assigns, heirs, executors and administrators and other legal representatives.

(iv) Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together shall constitute one instrument.

(v)  Entire Agreement. This Agreement embodies the entire agreement and understanding among the parties and supersedes all prior agreements and understandings relating to the subject matter hereof, except as set forth herein.

[execution page to follow]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their proper and duly authorized persons on their respective behalf as of the date set forth above.

EXHIBIT A:

Horejsi Affiliates Fund Share ownership/control details as of the Effective Date*:

* Share amounts shown are as of the Effective Date; however, if such amounts should change prior to the AAI Commencement Date, the Horejsi Affiliates agree to provide an updated Exhibit A to ALPS as of the AAI Commencement Date.

**Such total to be utilized for the purposes of calculating the limitations of Section 4 of this Agreement.

As of 5/8/2018, the Fund had 105,920,635 shares outstanding.