UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

                 Investment Company Act file number: 811-02328

                       BOULDER GROWTH & INCOME FUND, INC.
               (Exact name of registrant as specified in charter)

                       Fund Administrative Services, LLC
                 2344 Spruce Street, Suite A, Boulder, CO 80302
              (Address of principal executive offices) (Zip code)

       Registrant's Telephone Number, including Area Code: (303) 444-5483

                      Date of fiscal year end: November 30

             Date of reporting period: July 1, 2016 - June 30, 2017



ITEM 1. PROXY VOTING RECORD


======================= BOULDER GROWTH & INCOME FUND INC =======================


3M COMPANY

Ticker:       MMM            Security ID:  88579Y101
Meeting Date: MAY 09, 2017   Meeting Type: Annual
Record Date:  MAR 14, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Sondra L. Barbour        For       For          Management
1b    Elect Director Thomas "Tony" K. Brown   For       For          Management
1c    Elect Director Vance D. Coffman         For       For          Management
1d    Elect Director David B. Dillon          For       For          Management
1e    Elect Director Michael L. Eskew         For       For          Management
1f    Elect Director Herbert L. Henkel        For       For          Management
1g    Elect Director Muhtar Kent              For       For          Management
1h    Elect Director Edward M. Liddy          For       For          Management
1i    Elect Director Gregory R. Page          For       For          Management
1j    Elect Director Inge G. Thulin           For       For          Management
1k    Elect Director Patricia A. Woertz       For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Adopt Holy Land Principles              Against   Against      Shareholder


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AMERICAN EXPRESS COMPANY

Ticker:       AXP            Security ID:  025816109
Meeting Date: MAY 01, 2017   Meeting Type: Annual
Record Date:  MAR 03, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Charlene Barshefsky      For       For          Management
1b    Elect Director John J. Brennan          For       For          Management
1c    Elect Director Ursula M. Burns          For       For          Management
1d    Elect Director Kenneth I. Chenault      For       For          Management
1e    Elect Director Peter Chernin            For       For          Management
1f    Elect Director Ralph de la Vega         For       For          Management
1g    Elect Director Anne L. Lauvergeon       For       For          Management
1h    Elect Director Michael O. Leavitt       For       For          Management
1i    Elect Director Theodore J. Leonsis      For       For          Management
1j    Elect Director Richard C. Levin         For       For          Management
1k    Elect Director Samuel J. Palmisano      For       For          Management
1l    Elect Director Daniel L. Vasella        For       For          Management
1m    Elect Director Robert D. Walter         For       For          Management
1n    Elect Director Ronald A. Williams       For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Provide Right to Act by Written Consent Against   For          Shareholder
6     Report on Gender Pay Gap                Against   Against      Shareholder


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BERKSHIRE HATHAWAY INC.

Ticker:       BRK.A          Security ID:  084670108
Meeting Date: MAY 06, 2017   Meeting Type: Annual
Record Date:  MAR 08, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Warren E. Buffett        For       For          Management
1.2   Elect Director Charles T. Munger        For       For          Management
1.3   Elect Director Howard G. Buffett        For       For          Management
1.4   Elect Director Stephen B. Burke         For       For          Management
1.5   Elect Director Susan L. Decker          For       For          Management
1.6   Elect Director William H. Gates, III    For       For          Management
1.7   Elect Director David S. Gottesman       For       For          Management
1.8   Elect Director Charlotte Guyman         For       For          Management
1.9   Elect Director Thomas S. Murphy         For       For          Management
1.10  Elect Director Ronald L. Olson          For       For          Management
1.11  Elect Director Walter Scott, Jr.        For       For          Management
1.12  Elect Director Meryl B. Witmer          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Report on Political Contributions       Against   For          Shareholder
5     Assess and Report on Exposure to        Against   For          Shareholder
      Climate Change Risks
6     Require Divestment from Fossil Fuels    Against   Against      Shareholder


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BERKSHIRE HATHAWAY INC.

Ticker:       BRK.B          Security ID:  084670702
Meeting Date: MAY 06, 2017   Meeting Type: Annual
Record Date:  MAR 08, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Warren E. Buffett        For       For          Management
1.2   Elect Director Charles T. Munger        For       For          Management
1.3   Elect Director Howard G. Buffett        For       For          Management
1.4   Elect Director Stephen B. Burke         For       For          Management
1.5   Elect Director Susan L. Decker          For       For          Management
1.6   Elect Director William H. Gates, III    For       For          Management
1.7   Elect Director David S. Gottesman       For       For          Management
1.8   Elect Director Charlotte Guyman         For       For          Management
1.9   Elect Director Thomas S. Murphy         For       For          Management
1.10  Elect Director Ronald L. Olson          For       For          Management
1.11  Elect Director Walter Scott, Jr.        For       For          Management
1.12  Elect Director Meryl B. Witmer          For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   Three     One Year     Management
                                              Years
4     Report on Political Contributions       Against   For          Shareholder
5     Assess and Report on Exposure to        Against   For          Shareholder
      Climate Change Risks
6     Require Divestment from Fossil Fuels    Against   Against      Shareholder


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CATERPILLAR INC.

Ticker:       CAT            Security ID:  149123101
Meeting Date: JUN 14, 2017   Meeting Type: Annual
Record Date:  APR 17, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director David L. Calhoun         For       For          Management
1.2   Elect Director Daniel M. Dickinson      For       For          Management
1.3   Elect Director Juan Gallardo            For       For          Management
1.4   Elect Director Jesse J. Greene, Jr.     For       For          Management
1.5   Elect Director Jon M. Huntsman, Jr.     For       For          Management
1.6   Elect Director Dennis A. Muilenburg     For       For          Management
1.7   Elect Director William A. Osborn        For       For          Management
1.8   Elect Director Debra L. Reed            For       For          Management
1.9   Elect Director Edward B. Rust, Jr.      For       For          Management
1.10  Elect Director Susan C. Schwab          For       For          Management
1.11  Elect Director Jim Umpleby              For       For          Management
1.12  Elect Director Miles D. White           For       For          Management
1.13  Elect Director Rayford Wilkins, Jr.     For       For          Management
2     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Amend Omnibus Stock Plan                For       For          Management
6     Report on Lobbying Payments and Policy  Against   For          Shareholder
7     Reduce Ownership Threshold for          Against   For          Shareholder
      Shareholders to Call Special Meeting
8     Report on Lobbying Priorities           Against   Against      Shareholder
9     Include Sustainability as a             Against   Against      Shareholder
      Performance Measure for Senior
      Executive Compensation
10    Amend Compensation Clawback Policy      Against   For          Shareholder
11    Require Independent Board Chairman      Against   For          Shareholder


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CHEVRON CORPORATION

Ticker:       CVX            Security ID:  166764100
Meeting Date: MAY 31, 2017   Meeting Type: Annual
Record Date:  APR 03, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Wanda M. Austin          For       For          Management
1b    Elect Director Linnet F. Deily          For       For          Management
1c    Elect Director Robert E. Denham         For       For          Management
1d    Elect Director Alice P. Gast            For       For          Management
1e    Elect Director Enrique Hernandez, Jr.   For       For          Management
1f    Elect Director Jon M. Huntsman, Jr.     For       For          Management
1g    Elect Director Charles W. Moorman, IV   For       For          Management
1h    Elect Director Dambisa F. Moyo          For       For          Management
1i    Elect Director Ronald D. Sugar          For       For          Management
1j    Elect Director Inge G. Thulin           For       For          Management
1k    Elect Director John S. Watson           For       For          Management
1l    Elect Director Michael K. Wirth         For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Report on Lobbying Payments and Policy  Against   For          Shareholder
6     Report on Risks of Doing Business in    Against   Against      Shareholder
      Conflict-Affected Areas
7     Annually Assess Portfolio Impacts of    None      None         Shareholder
      Policies to Meet 2-degree Scenario
      *Withdrawn Resolution*
8     Assess and Report on Transition to a    Against   For          Shareholder
      Low Carbon Economy
9     Require Independent Board Chairman      Against   For          Shareholder
10    Require Director Nominee with           Against   For          Shareholder
      Environmental Experience
11    Amend Articles/Bylaws/Charter -- Call   Against   For          Shareholder
      Special Meetings


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CISCO SYSTEMS, INC.

Ticker:       CSCO           Security ID:  17275R102
Meeting Date: DEC 12, 2016   Meeting Type: Annual
Record Date:  OCT 14, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Carol A. Bartz           For       For          Management
1b    Elect Director M. Michele Burns         For       For          Management
1c    Elect Director Michael D. Capellas      For       For          Management
1d    Elect Director John T. Chambers         For       For          Management
1e    Elect Director Amy L. Chang             For       For          Management
1f    Elect Director John L. Hennessy         For       For          Management
1g    Elect Director Kristina M. Johnson      For       For          Management
1h    Elect Director Roderick C. McGeary      For       For          Management
1i    Elect Director Charles H. Robbins       For       For          Management
1j    Elect Director Arun Sarin               For       For          Management
1k    Elect Director Steven M. West           For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
4     Report on Lobbying Payments and Policy  Against   For          Shareholder
5     Report on Arab and non-Arab Employees   Against   Against      Shareholder
      using EEO-1 Categories
6     Establish Board Committee on            Against   Against      Shareholder
      Operations in Israeli Settlements


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CK HUTCHISON HOLDINGS LIMITED

Ticker:       1              Security ID:  G21765105
Meeting Date: MAY 11, 2017   Meeting Type: Annual
Record Date:  MAY 05, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Final Dividend                  For       For          Management
3a    Elect Kam Hing Lam as Director          For       Against      Management
3b    Elect Edith Shih as Director            For       Against      Management
3c    Elect Chow Kun Chee, Roland as Director For       Against      Management
3d    Elect Chow Woo Mo Fong, Susan as        For       Against      Management
      Director
3e    Elect Cheng Hoi Chuen, Vincent as       For       Against      Management
      Director
3f    Elect Lee Wai Mun, Rose as Director     For       Against      Management
3g    Elect William Shurniak as Director      For       For          Management
3h    Elect Wong Chung Hin as Director        For       For          Management
4     Approve Auditor and Authorize Board to  For       For          Management
      Fix Their Remuneration
5.1   Approve Issuance of Equity or           For       Against      Management
      Equity-Linked Securities without
      Preemptive Rights
5.2   Authorize Repurchase of Issued Share    For       For          Management
      Capital
5.3   Authorize Reissuance of Repurchased     For       Against      Management
      Shares


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COHEN & STEERS INFRASTRUCTURE FUND, INC.

Ticker:       UTF            Security ID:  19248A109
Meeting Date: APR 27, 2017   Meeting Type: Annual
Record Date:  MAR 01, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Michael Clark            For       For          Management
1.2   Elect Director Bonnie Cohen             For       For          Management
1.3   Elect Director Dean Junkans             For       For          Management
1.4   Elect Director Richard E. Kroon         For       For          Management


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COMMUNITY BK PASADENA CALIF

Ticker:       CYHT           Security ID:  203507108
Meeting Date: APR 27, 2017   Meeting Type: Annual
Record Date:  MAR 08, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director William L. Browning      For       For          Management
1.2   Elect Director Charles E. Cook          For       For          Management
1.3   Elect Director Matthew Denmark          For       For          Management
1.4   Elect Director Kyle R. Jones            For       For          Management
1.5   Elect Director Lyle R. Knight           For       For          Management
1.6   Elect Director Robert J. Kushner        For       For          Management
1.7   Elect Director Marshall V. Laitsch      For       For          Management
1.8   Elect Director Charles D. McCluer       For       For          Management
1.9   Elect Director David R. Misch           For       For          Management
1.10  Elect Director Craig H. Stewart         For       For          Management
1.11  Elect Director Kristen D. Stovesand     For       For          Management


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FREEPORT-MCMORAN INC.

Ticker:       FCX            Security ID:  35671D857
Meeting Date: JUN 06, 2017   Meeting Type: Annual
Record Date:  APR 11, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Richard C. Adkerson      For       For          Management
1.2   Elect Director Gerald J. Ford           For       For          Management
1.3   Elect Director Lydia H. Kennard         For       For          Management
1.4   Elect Director Andrew Langham           For       For          Management
1.5   Elect Director Jon C. Madonna           For       For          Management
1.6   Elect Director Courtney Mather          For       For          Management
1.7   Elect Director Dustan E. McCoy          For       For          Management
1.8   Elect Director Frances Fragos Townsend  For       For          Management
2     RatifyErnst & Young LLP as Auditors     For       For          Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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HARRIS CORPORATION

Ticker:       HRS            Security ID:  413875105
Meeting Date: OCT 28, 2016   Meeting Type: Annual
Record Date:  SEP 02, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director James F. Albaugh         For       For          Management
1b    Elect Director William M. Brown         For       For          Management
1c    Elect Director Peter W. Chiarelli       For       For          Management
1d    Elect Director Thomas A. Dattilo        For       For          Management
1e    Elect Director Roger B. Fradin          For       For          Management
1f    Elect Director Terry D. Growcock        For       For          Management
1g    Elect Director Lewis Hay, III           For       For          Management
1h    Elect Director Vyomesh I. Joshi         For       For          Management
1i    Elect Director Leslie F. Kenne          For       For          Management
1j    Elect Director James C. Stoffel         For       For          Management
1k    Elect Director Gregory T. Swienton      For       For          Management
1l    Elect Director Hansel E. Tookes, II     For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditors    For       For          Management


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HEINEKEN HOLDING NV

Ticker:       HEIO           Security ID:  N39338194
Meeting Date: APR 20, 2017   Meeting Type: Annual
Record Date:  MAR 23, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Report of Management Board      None      None         Management
      (Non-Voting)
2     Discuss Remuneration Report             None      None         Management
3     Adopt Financial Statements              For       For          Management
4     Receive Explanation on Company's        None      None         Management
      Reserves and Dividend Policy
5     Approve Discharge of the Board of       For       For          Management
      Directors
6.a   Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
6.b   Grant Board Authority to Issue Shares   For       For          Management
      Up To 10 Percent of Issued Capital
6.c   Authorize Board to Exclude Preemptive   For       For          Management
      Rights from Issuance under Item 6b
7     Ratify Deloitte as Auditors             For       For          Management
8.a   Reelect M. Das as Non-Executive         For       Against      Management
      Director
8.b   Reelect A.A.C. de Carvalho as           For       Against      Management
      Non-Executive Director


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HEINEKEN NV

Ticker:       HEIA           Security ID:  N39427211
Meeting Date: APR 20, 2017   Meeting Type: Annual
Record Date:  MAR 23, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.a   Receive Report of Management Board      None      None         Management
      (Non-Voting)
1.b   Discuss Remuneration Report Containing  None      None         Management
      Remuneration Policy for Management
      Board Members
1.c   Adopt Financial Statements and          For       For          Management
      Statutory Reports
1.d   Receive Explanation on Dividend Policy  None      None         Management
1.e   Approve Dividends of EUR1.34 Per Share  For       For          Management
1.f   Approve Discharge of Management Board   For       For          Management
1.g   Approve Discharge of Supervisory Board  For       For          Management
2.a   Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
2.b   Grant Board Authority to Issue Shares   For       For          Management
      Up To 10 Percent of Issued Capital
2.c   Authorize Board to Exclude Preemptive   For       For          Management
      Rights from Issuance under Item 2b
3     Amend Performance Criteria of           For       For          Management
      Long-Term Incentive Plan
4     Ratify Deloitte as Auditors             For       For          Management
5     Reelect J.F.M.L. van Boxmeer to         For       For          Management
      Management Board
6.a   Reelect M. Das to Supervisory Board     For       For          Management
6.b   Reelect V.C.O.B.J. Navarre to           For       For          Management
      Supervisory Board


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INTERNATIONAL BUSINESS MACHINES CORPORATION

Ticker:       IBM            Security ID:  459200101
Meeting Date: APR 25, 2017   Meeting Type: Annual
Record Date:  FEB 24, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kenneth I. Chenault      For       For          Management
1.2   Elect Director Michael L. Eskew         For       For          Management
1.3   Elect Director David N. Farr            For       For          Management
1.4   Elect Director Mark Fields              For       For          Management
1.5   Elect Director Alex Gorsky              For       For          Management
1.6   Elect Director Shirley Ann Jackson      For       For          Management
1.7   Elect Director Andrew N. Liveris        For       For          Management
1.8   Elect Director W. James McNerney, Jr.   For       For          Management
1.9   Elect Director Hutham S. Olayan         For       For          Management
1.10  Elect Director James W. Owens           For       For          Management
1.11  Elect Director Virginia M. Rometty      For       For          Management
1.12  Elect Director Sidney Taurel            For       For          Management
1.13  Elect Director Peter R. Voser           For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Report on Lobbying Payments and Policy  Against   For          Shareholder
6     Reduce Ownership Threshold for          Against   For          Shareholder
      Shareholders to Call Special Meeting
7     Adopt Proxy Access Right                Against   For          Shareholder


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JOHNSON & JOHNSON

Ticker:       JNJ            Security ID:  478160104
Meeting Date: APR 27, 2017   Meeting Type: Annual
Record Date:  FEB 28, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Mary C. Beckerle         For       For          Management
1b    Elect Director D. Scott Davis           For       For          Management
1c    Elect Director Ian E. L. Davis          For       For          Management
1d    Elect Director Alex Gorsky              For       For          Management
1e    Elect Director Mark B. McClellan        For       For          Management
1f    Elect Director Anne M. Mulcahy          For       For          Management
1g    Elect Director William D. Perez         For       For          Management
1h    Elect Director Charles Prince           For       For          Management
1i    Elect Director A. Eugene Washington     For       For          Management
1j    Elect Director Ronald A. Williams       For       For          Management
2     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Amend Omnibus Stock Plan                For       For          Management
5     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
6     Require Independent Board Chairman      Against   For          Shareholder


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JPMORGAN CHASE & CO.

Ticker:       JPM            Security ID:  46625H100
Meeting Date: MAY 16, 2017   Meeting Type: Annual
Record Date:  MAR 17, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Linda B. Bammann         For       For          Management
1b    Elect Director James A. Bell            For       For          Management
1c    Elect Director Crandall C. Bowles       For       For          Management
1d    Elect Director Stephen B. Burke         For       For          Management
1e    Elect Director Todd A. Combs            For       For          Management
1f    Elect Director James S. Crown           For       For          Management
1g    Elect Director James Dimon              For       For          Management
1h    Elect Director Timothy P. Flynn         For       For          Management
1i    Elect Director Laban P. Jackson, Jr.    For       For          Management
1j    Elect Director Michael A. Neal          For       For          Management
1k    Elect Director Lee R. Raymond           For       For          Management
1l    Elect Director William C. Weldon        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Require Independent Board Chairman      Against   For          Shareholder
6     Prohibit Accelerated Vesting of Awards  Against   For          Shareholder
      to Pursue Government Service
7     Clawback Amendment                      Against   Against      Shareholder
8     Report on Gender Pay Gap                Against   Against      Shareholder
9     Provide Vote Counting to Exclude        Against   Against      Shareholder
      Abstentions
10    Reduce Ownership Threshold for          Against   For          Shareholder
      Shareholders to Call a Special Meeting


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LTC PROPERTIES, INC.

Ticker:       LTC            Security ID:  502175102
Meeting Date: JUN 01, 2017   Meeting Type: Annual
Record Date:  APR 17, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Boyd W. Hendrickson      For       For          Management
1.2   Elect Director James J. Pieczynski      For       For          Management
1.3   Elect Director Devra G. Shapiro         For       For          Management
1.4   Elect Director Wendy L. Simpson         For       For          Management
1.5   Elect Director Timothy J. Triche        For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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MATTEL, INC.

Ticker:       MAT            Security ID:  577081102
Meeting Date: MAY 19, 2017   Meeting Type: Annual
Record Date:  MAR 24, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Michael J. Dolan         For       For          Management
1b    Elect Director Trevor A. Edwards        For       For          Management
1c    Elect Director Frances D. Fergusson     For       For          Management
1d    Elect Director Margaret H. Georgiadis   For       For          Management
1e    Elect Director Ann Lewnes               For       For          Management
1f    Elect Director Dominic Ng               For       For          Management
1g    Elect Director Vasant M. Prabhu         For       For          Management
1h    Elect Director Dean A. Scarborough      For       For          Management
1i    Elect Director Christopher A. Sinclair  For       For          Management
1j    Elect Director Dirk Van de Put          For       For          Management
1k    Elect Director Kathy White Loyd         For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Approve Executive Incentive Bonus Plan  For       For          Management


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ORACLE CORPORATION

Ticker:       ORCL           Security ID:  68389X105
Meeting Date: NOV 16, 2016   Meeting Type: Annual
Record Date:  SEP 19, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Jeffrey S. Berg          For       Withhold     Management
1.2   Elect Director H. Raymond Bingham       For       Withhold     Management
1.3   Elect Director Michael J. Boskin        For       Withhold     Management
1.4   Elect Director Safra A. Catz            For       For          Management
1.5   Elect Director Bruce R. Chizen          For       Withhold     Management
1.6   Elect Director George H. Conrades       For       Withhold     Management
1.7   Elect Director Lawrence J. Ellison      For       For          Management
1.8   Elect Director Hector Garcia-Molina     For       For          Management
1.9   Elect Director Jeffrey O. Henley        For       For          Management
1.10  Elect Director Mark V. Hurd             For       For          Management
1.11  Elect Director Renee J. James           For       For          Management
1.12  Elect Director Leon E. Panetta          For       Withhold     Management
1.13  Elect Director Naomi O. Seligman        For       Withhold     Management
2     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
3     Ratify Ernst & Young LLP as Auditors    For       For          Management
4     Report on Lobbying Payments and Policy  Against   For          Shareholder


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PERPETUAL FEDERAL SAVINGS BANK

Ticker:       PFOH           Security ID:  714273109
Meeting Date: JAN 25, 2017   Meeting Type: Annual
Record Date:  DEC 09, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Charles L. Sweeting      For       Withhold     Management
1.2   Elect Director David P. Vernon          For       Withhold     Management
1.3   Elect Director Scott A. Fannin          For       For          Management
2     Ratify Crowe Horwath LLP as Auditors    For       Against      Management


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PFIZER INC.

Ticker:       PFE            Security ID:  717081103
Meeting Date: APR 27, 2017   Meeting Type: Annual
Record Date:  FEB 28, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Dennis A. Ausiello       For       For          Management
1.2   Elect Director Ronald E. Blaylock       For       For          Management
1.3   Elect Director W. Don Cornwell          For       For          Management
1.4   Elect Director Joseph J. Echevarria     For       For          Management
1.5   Elect Director Frances D. Fergusson     For       For          Management
1.6   Elect Director Helen H. Hobbs           For       For          Management
1.7   Elect Director James M. Kilts           For       For          Management
1.8   Elect Director Shantanu Narayen         For       For          Management
1.9   Elect Director Suzanne Nora Johnson     For       For          Management
1.10  Elect Director Ian C. Read              For       For          Management
1.11  Elect Director Stephen W. Sanger        For       For          Management
1.12  Elect Director James C. Smith           For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Adopt Holy Land Principles              Against   Against      Shareholder
6     Amend Bylaws - Call Special Meetings    Against   For          Shareholder
7     Require Independent Board Chairman      Against   Against      Shareholder


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SANOFI

Ticker:       SAN            Security ID:  F5548N101
Meeting Date: MAY 10, 2017   Meeting Type: Annual/Special
Record Date:  MAY 05, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.96 per Share
4     Approve Auditors' Special Report on     For       For          Management
      New Related-Party Transactions
5     Approve Remuneration of Directors in    For       For          Management
      the Aggregate Amount of EUR 1.750
      Million
6     Reelect Fabienne Lecorvaisier as        For       For          Management
      Director
7     Elect Bernard Charles as Director       For       For          Management
8     Elect Melanie Lee as Director           For       For          Management
9     Approve Remuneration Policy for         For       For          Management
      Chairman of the Board
10    Approve Remuneration Policy for CEO     For       For          Management
11    Non-Binding Vote on Compensation of     For       For          Management
      Serge Weinberg, Chairman of the Board
12    Non-Binding Vote on Compensation of     For       For          Management
      Olivier Brandicourt, CEO
13    Renew Appointment of                    For       For          Management
      PricewaterhouseCoopers Audit as Auditor
14    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
15    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 1.289 Billion
16    Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 240 Million
17    Approve Issuance of Equity or           For       For          Management
      Equity-Linked Securities for Private
      Placements, up to Aggregate Nominal
      Amount of EUR 240 Million
18    Approve Issuance of Debt Securities     For       For          Management
      Giving Access to New Shares of
      Subsidiaries and/or Existing Shares
      and/or Debt Securities, up to
      Aggregate Amount of EUR 7 Billion
19    Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
20    Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for
      Contributions in Kind
21    Authorize Capitalization of Reserves    For       For          Management
      of Up to EUR 500 Million for Bonus
      Issue or Increase in Par Value
22    Authorize Capital Issuances for Use in  For       For          Management
      Employee Stock Purchase Plans
23    Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
24    Amend Article 11 of Bylaws Re: Board    For       For          Management
      of Directors
25    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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SANOFI

Ticker:       SNY            Security ID:  80105N105
Meeting Date: MAY 10, 2017   Meeting Type: Annual/Special
Record Date:  MAR 30, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 2.96 per Share
4     Approve Auditors' Special Report on     For       For          Management
      New Related-Party Transactions
5     Approve Remuneration of Directors in    For       For          Management
      the Aggregate Amount of EUR 1.750
      Million
6     Reelect Fabienne Lecorvaisier as        For       For          Management
      Director
7     Elect Bernard Charles as Director       For       For          Management
8     Elect Melanie Lee as Director           For       For          Management
9     Approve Remuneration Policy for         For       For          Management
      Chairman of the Board
10    Approve Remuneration Policy for CEO     For       For          Management
11    Non-Binding Vote on Compensation of     For       For          Management
      Serge Weinberg, Chairman of the Board
12    Non-Binding Vote on Compensation of     For       For          Management
      Olivier Brandicourt, CEO
13    Renew Appointment of                    For       For          Management
      PricewaterhouseCoopers Audit as Auditor
14    Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
1     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities with
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 1.289 Billion
2     Authorize Issuance of Equity or         For       For          Management
      Equity-Linked Securities without
      Preemptive Rights up to Aggregate
      Nominal Amount of EUR 240 Million
3     Approve Issuance of Equity or           For       For          Management
      Equity-Linked Securities for Private
      Placements, up to Aggregate Nominal
      Amount of EUR 240 Million
4     Approve Issuance of Debt Securities     For       For          Management
      Giving Access to New Shares of
      Subsidiaries and/or Existing Shares
      and/or Debt Securities, up to
      Aggregate Amount of EUR 7 Billion
5     Authorize Board to Increase Capital in  For       For          Management
      the Event of Additional Demand Related
      to Delegation Submitted to Shareholder
      Vote Above
6     Authorize Capital Increase of up to 10  For       For          Management
      Percent of Issued Capital for
      Contributions in Kind
7     Authorize Capitalization of Reserves    For       For          Management
      of Up to EUR 500 Million for Bonus
      Issue or Increase in Par Value
8     Authorize Capital Issuances for Use in  For       For          Management
      Employee Stock Purchase Plans
9     Authorize Decrease in Share Capital     For       For          Management
      via Cancellation of Repurchased Shares
10    Amend Article 11 of Bylaws Re: Board    For       For          Management
      of Directors
11    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


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SOUTH STREET SECURITIES HOLDINGS, INC.

Ticker:                      Security ID:  US1897589800
Meeting Date: MAY 17, 2017   Meeting Type: Annual
Record Date:  APR 01, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Karsten Berlage          For       For          Management
1.2   Elect Director Art Certosimo            For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
3     Other Business                          For       Abstain      Management


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THE GOLDMAN SACHS GROUP, INC.

Ticker:       GS             Security ID:  38141G104
Meeting Date: APR 28, 2017   Meeting Type: Annual
Record Date:  FEB 27, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Lloyd C. Blankfein       For       For          Management
1b    Elect Director M. Michele Burns         For       For          Management
1c    Elect Director Mark A. Flaherty         For       For          Management
1d    Elect Director William W. George        For       For          Management
1e    Elect Director James A. Johnson         For       For          Management
1f    Elect Director Ellen J. Kullman         For       For          Management
1g    Elect Director Lakshmi N. Mittal        For       For          Management
1h    Elect Director Adebayo O. Ogunlesi      For       For          Management
1i    Elect Director Peter Oppenheimer        For       For          Management
1j    Elect Director David A. Viniar          For       For          Management
1k    Elect Director Mark O. Winkelman        For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


--------------------------------------------------------------------------------

VENTAS, INC.

Ticker:       VTR            Security ID:  92276F100
Meeting Date: MAY 18, 2017   Meeting Type: Annual
Record Date:  MAR 22, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Melody C. Barnes         For       For          Management
1b    Elect Director Debra A. Cafaro          For       For          Management
1c    Elect Director Jay M. Gellert           For       For          Management
1d    Elect Director Richard I. Gilchrist     For       For          Management
1e    Elect Director Matthew J. Lustig        For       For          Management
1f    Elect Director Roxanne M. Martino       For       For          Management
1g    Elect Director Walter C. Rakowich       For       For          Management
1h    Elect Director Robert D. Reed           For       For          Management
1i    Elect Director Glenn J. Rufrano         For       For          Management
1j    Elect Director James D. Shelton         For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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WAL-MART STORES, INC.

Ticker:       WMT            Security ID:  931142103
Meeting Date: JUN 02, 2017   Meeting Type: Annual
Record Date:  APR 07, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director James I. Cash, Jr.       For       For          Management
1b    Elect Director Timothy P. Flynn         For       For          Management
1c    Elect Director Carla A. Harris          For       For          Management
1d    Elect Director Thomas W. Horton         For       For          Management
1e    Elect Director Marissa A. Mayer         For       For          Management
1f    Elect Director C. Douglas McMillon      For       For          Management
1g    Elect Director Gregory B. Penner        For       For          Management
1h    Elect Director Steven S Reinemund       For       For          Management
1i    Elect Director Kevin Y. Systrom         For       For          Management
1j    Elect Director S. Robson Walton         For       For          Management
1k    Elect Director Steuart L. Walton        For       For          Management
2     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
3     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
4     Ratify Ernst & Young LLP as Auditors    For       For          Management
5     Require Independent Board Chairman      Against   For          Shareholder
6     Provide Proxy Access Right              Against   For          Shareholder
7     Require Independent Director Nominee    Against   Against      Shareholder
      with Environmental Experience


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WELLS FARGO & COMPANY

Ticker:       WFC            Security ID:  949746101
Meeting Date: APR 25, 2017   Meeting Type: Annual
Record Date:  MAR 01, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director John D. Baker, II        For       Against      Management
1b    Elect Director John S. Chen             For       Against      Management
1c    Elect Director Lloyd H. Dean            For       Against      Management
1d    Elect Director Elizabeth A. Duke        For       Against      Management
1e    Elect Director Enrique Hernandez, Jr.   For       Against      Management
1f    Elect Director Donald M. James          For       Against      Management
1g    Elect Director Cynthia H. Milligan      For       Against      Management
1h    Elect Director Karen B. Peetz           For       For          Management
1i    Elect Director Federico F. Pena         For       Against      Management
1j    Elect Director James H. Quigley         For       Against      Management
1k    Elect Director Stephen W. Sanger        For       Against      Management
1l    Elect Director Ronald L. Sargent        For       For          Management
1m    Elect Director Timothy J. Sloan         For       For          Management
1n    Elect Director Susan G. Swenson         For       Against      Management
1o    Elect Director Suzanne M. Vautrinot     For       Against      Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
4     Ratify KPMG LLP as Auditors             For       For          Management
5     Review and Report on Business Standards Against   For          Shareholder
6     Provide for Cumulative Voting           Against   Against      Shareholder
7     Report on Divesting Non-Core Business   Against   Against      Shareholder
8     Report on Gender Pay Gap                Against   Against      Shareholder
9     Report on Lobbying Payments and Policy  Against   Against      Shareholder
10    Adopt Global Policy Regarding the       Against   For          Shareholder
      Rights of Indigenous People


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YUM CHINA HOLDINGS, INC.

Ticker:       YUMC           Security ID:  98850P109
Meeting Date: APR 28, 2017   Meeting Type: Annual
Record Date:  FEB 28, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Peter A. Bassi           For       For          Management
1b    Elect Director Ed Yiu-Cheong Chan       For       For          Management
1c    Elect Director Edouard Ettedgui         For       For          Management
2     Ratify KPMG Huazhen LLP as Auditors     For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management


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YUM! BRANDS, INC.

Ticker:       YUM            Security ID:  988498101
Meeting Date: MAY 19, 2017   Meeting Type: Annual
Record Date:  MAR 21, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Paget L. Alves           For       For          Management
1b    Elect Director Michael J. Cavanagh      For       For          Management
1c    Elect Director Christopher M. Connor    For       For          Management
1d    Elect Director Brian C. Cornell         For       For          Management
1e    Elect Director Greg Creed               For       For          Management
1f    Elect Director Mirian M. Graddick-Weir  For       For          Management
1g    Elect Director Thomas C. Nelson         For       For          Management
1h    Elect Director P. Justin Skala          For       For          Management
1i    Elect Director Elane B. Stock           For       For          Management
1j    Elect Director Robert D. Walter         For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
4     Advisory Vote on Say on Pay Frequency   One Year  One Year     Management
5     Adopt Policy and Plan to Eliminate      Against   For          Shareholder
      Deforestation in Supply Chain



SIGNATURE

     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:          /s/ Stephen C. Miller
             ---------------------------------------
             Stephen C. Miller
             President (Principal Executive Officer)

Date:        August 31, 2017