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Boulder Growth & Income Fund – ‘N-14 8C/A’ on 10/10/14

On:  Friday, 10/10/14, at 5:21pm ET   ·   Private-to-Public:  Document/Exhibit ¶  –  Release Delayed   ·   Accession #:  1193125-14-369339   ·   File #:  333-194422

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/10/14  Boulder Growth & Income Fund      N-14 8C/A¶             4:2.8M                                   Donnelley … Solutions/FA

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 1: N-14 8C/A   Boulder Growth and Income Funds                     HTML   1.93M 
 4: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML     13K 
 2: EX-99.(14)(A)  Consent of Deloitte & Touche LLP                 HTML      7K 
 3: EX-99.(17)(A)  Form of Proxy Card                               HTML     70K 

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As filed with the Securities and Exchange Commission on October 10, 2014

File No. 333-194422

File No. 811-02328

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

x Pre-Effective Amendment No. 3

¨ Post-Effective Amendment No.

Boulder Growth & Income Fund, Inc.

(Exact Name of Registrant as Specified in Charter)

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

Fund Administrative Services, LLC

2344 Spruce Street, Suite A

Boulder, CO 80302

(Name and Address of Agent for Service)

Copies to:

Arthur L. Zwickel

Paul Hastings LLP

515 South Flower Street

25^th Floor

Los Angeles, CA 90071

and

Peter H. Schwartz

Davis Graham & Stubbs LLP

1550 17th Street, Suite 500

Denver, CO 80202

    Approximate date of proposed public offering: As soon as practicable after the effective date of this Registration Statement.

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

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BOULDER GROWTH & INCOME FUND, INC.

BOULDER TOTAL RETURN FUND, INC.

THE DENALI FUND INC.

FIRST OPPORTUNITY FUND, INC.

2344 Spruce Street, Suite A

Boulder, CO 80302

October 15, 2014

Dear Stockholders,

On November 4, 2013, a press release was issued announcing that the board of directors of each of Boulder Growth & Income Fund, Inc., Boulder Total Return Fund, Inc., The Denali Fund Inc., and First Opportunity Fund, Inc. approved the reorganization of these funds into a single surviving fund, which, subject to the approval of various matters by stockholders of each fund, will be the Boulder Growth & Income Fund, Inc.

Today, we are happy to present to you the details of the proposed reorganization and related business, which can be found in the accompanying Notice of Joint Special Meeting and Joint Proxy Statement/Prospectus. In addition, you are cordially invited to attend a joint special meeting of stockholders (the “Special Meeting”) of Boulder Growth & Income Fund, Inc., Boulder Total Return Fund, Inc., The Denali Fund Inc. and First Opportunity Fund, Inc. (each a “Fund” and together, the “Funds”) which will be held concurrently on November 14, 2014, at the time indicated below, at Millennium Harvest House Boulder, 1345 28^th Street, Boulder, Colorado 80302.

We are excited by the proposed reorganization and believe it represents an important step forward to better serve the Funds’ stockholders and potentially reduce the Funds’ share price discounts. This is based on our belief that the proposed reorganizations represent a common sense approach to managing each of the Funds. All four Funds are managed by the same portfolio managers, utilize similar investment philosophies, share similar investment objectives and have portfolios that have been constructed utilizing those comparable investment philosophies and objectives. By combining these similarly managed Funds, the reorganization would eliminate certain operational redundancies encountered in managing the four Funds separately. Furthermore, the reorganization will provide for, among other benefits, reduced contractual advisory fee rates and administrative fee expenses, reduced board fees, reduced individual position concentrations, and, we believe, increased secondary market liquidity and market visibility. It is our hope that the combination of these proposed actions will help narrow the share price discount to net asset value per share of the surviving Fund by increasing overall investment interest as compared to the interest in the four participating Funds on a standalone basis.

Each Fund’s Board of Directors believes that the proposal(s) applicable to its respective Fund are in the best interests of that Fund and its stockholders, and unanimously recommends that stockholders vote “FOR” such proposal(s).

I encourage you all to take the time to thoroughly review all of the enclosed materials explaining these proposals and come to your own conclusion. We hope you will view it as favorably as we do.

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BOULDER GROWTH & INCOME FUND, INC.

BOULDER TOTAL RETURN FUND, INC.

THE DENALI FUND INC.

FIRST OPPORTUNITY FUND, INC.

2344 Spruce Street, Suite A

Boulder, CO 80302

October 15, 2014

NOTICE OF JOINT SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 14, 2014

Dear Stockholder:

Pursuant to applicable law and the By-Laws of the Funds (defined hereinafter), notice is hereby given that a joint special meeting (the “Special Meeting”) of stockholders of Boulder Growth & Income Fund, Inc., Boulder Total Return Fund, Inc., The Denali Fund Inc. and First Opportunity Fund, Inc. (each a “Fund” and together, the “Funds”) will be held at Millennium Harvest House Boulder, 1345 28^th Street, Boulder, Colorado 80302, on November 14, 2014 at 9:00 a.m. Mountain Daylight Time. Copies of the Joint Proxy Statement/Prospectus accompanying this Notice are available at http://www.viewproxy.com/boulderfunds/2014SM. The enclosed proxy is being solicited on behalf of the Board of Directors of each Fund.

At the Special Meeting:

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Any stockholder who owned shares of a Fund as of the close of business on August 22, 2014 (the “Record Date”) will receive notice of the Special Meeting and will be entitled to vote at the Special Meeting. Proxies or voting instructions may be revoked at any time before they are exercised by executing and submitting a revised proxy, by giving written notice of revocation to the Fund or by voting in person at the Special Meeting. In order to avoid delay and additional expense for the Funds, and to assure that your shares are represented, please vote as promptly as possible, whether or not you plan to attend the Special Meeting. You may vote by mail, by telephone or over the Internet. If your shares are held through a broker, you must provide voting instructions to your broker about how to vote your shares in order for your broker to vote your shares as you instruct at the Special Meeting. If you have any questions about the proposals or the voting instructions, please call Alliance Shareholder Communications at 1-855-976-3331.

Under Maryland law and the by-laws of the Funds, the only matters that may be acted on at a special meeting of stockholders are those stated in the notice of the special meeting. Accordingly, other than procedural matters relating to Proposals 1-9, no other business may properly come before the Special Meeting. If any procedural matter is submitted to stockholders, the persons named as proxies will vote on such procedural matter in accordance with their discretion.

By order of the Board of Directors of each of Boulder Growth & Income Fund, Inc., Boulder Total Return Fund, Inc., The Denali Fund Inc. and First Opportunity Fund, Inc.

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Instructions for signing proxy cards

The following general guidelines for signing proxy cards may be of assistance to you and avoid the time and expense to the Funds of validating your vote if you fail to sign your proxy card(s) properly.

If you have questions concerning the accompanying Joint Proxy Statement/Prospectus, please contact Alliance Shareholder Communications at 1-855-976-3331.

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QUESTIONS & ANSWERS REGARDING THE JOINT SPECIAL MEETING AND PROPOSALS

Answer:            This booklet was sent to you because you own shares, either directly or beneficially, of Boulder Growth & Income Fund, Inc. (“BIF”), Boulder Total Return Fund, Inc. (“BTF”), The Denali Fund Inc. (“DNY”) and/or First Opportunity Fund, Inc. (“FOFI”) (each a “Fund” and together, the “Funds”) as of August 22, 2014, which is the record date for determining the stockholders of the Funds entitled to notice of and to vote at the joint special meeting of stockholders to be held on November 14, 2014 and any postponements or adjournments thereof (the “Special Meeting”). The Boards of Directors (the “Boards”) of the Funds urge you to review the information contained in this booklet before voting on the proposals that will be presented at the Special Meeting (collectively, the “Proposals”).

Answer:            At the Special Meeting, stockholders will be asked to consider certain Proposals as set forth in the table below, and to transact such other business applicable to their Fund as may properly come before the Special Meeting. Collectively, the transactions contemplated by Proposals 2 through 5 are referred to as the “Reorganizations.” The change to BIF’s fundamental investment policies contemplated by Proposal 6 is referred to as the “BIF Policy Amendment.”

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Answer:            The Boards, including all of the directors who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) (the “Independent Directors”), have unanimously approved the Proposals and recommend that stockholders vote FOR all of the Proposals. If no instructions are indicated on your proxy, the representatives holding proxies will vote in accordance with the recommendations of your Board.

Answer:            Among the factors the Board of each Fund considered in recommending the Reorganizations were the following: a reduction in the contractual advisory fee rate; similarities in the characteristics of certain of the Funds (as explained below), including common portfolio managers and similar investment objectives, investment philosophies and portfolio construction; the fact that there is substantial overlap in the holdings of several of the Funds; economies of scale available through the consolidation of the Funds; reductions in issuer concentrations; increased secondary market liquidity; and possibility of narrowing of discounts. In addition, because shares of FOFI are presently traded over-the-counter, FOFI stockholders may enjoy even greater secondary market liquidity because the BIF shares issued to FOFI stockholders in the Reorganization will be traded on a national exchange. The Board also took into consideration that, although FOFI’s investment objective is substantially similar to the other Funds (i.e., total return), there were substantive differences in FOFI’s portfolio composition (e.g., a significant portion of FOFI’s current portfolio consists of financial related securities) and FOFI has a policy of investing in hedge funds while the other Funds do not have such a policy. The Board recognized that the Reorganization would result in an abandonment of FOFI’s policy of investing in hedge funds but believed that the benefits of being listed on a national exchange outweighed those of investing in hedge funds. The Boards also considered the potential disadvantages associated with the Reorganizations, including the possibility of liquidating a portion of certain concentrated positions and the attendant transaction costs. The Boards did not identify any factor as all-important or all-controlling and instead considered these factors collectively in light of each Fund’s surrounding circumstances. Each Board concluded that the proposed Reorganizations would be in the best interest of the respective Fund and that the interests of the respective Fund’s existing stockholders will not be diluted as part of the Reorganizations.

Answer:            If the Proposals are all approved, common stockholders of BTF, DNY and FOFI will receive newly-issued common shares of BIF. Each of BTF, DNY and FOFI will then cease operations and terminate its registration under the 1940 Act. The aggregate net asset value (not the market value) of BIF common shares received by BTF, DNY and/or FOFI common stockholders in the Reorganizations will equal the aggregate net asset value (not the market value) of, as applicable, BTF, DNY and/or FOFI common shares held as of a valuation date set forth in the agreement and plan of reorganization. BIF will continue to operate after the Reorganizations as a non-diversified, closed-end registered management investment company with the investment objectives and policies described in the accompanying Joint Proxy Statement/Prospectus. No fractional shares of the combined BIF will be issued to BTF, DNY or FOFI stockholders and, in lieu of such fractional shares, such stockholders will receive cash.

Provided that all requisite approvals are obtained and other conditions met, the change to BIF’s investment policies will take effect following the Special Meeting. In addition, based on the Funds’ combined total assets as of September 30, 2014, the managers of the combined BIF are expected to liquidate approximately $39 million of its holdings in Berkshire Hathaway in order to comply with the diversification requirements of Subchapter M of the Internal Revenue Code. Such liquidation would represent approximately 11.6% of the Acquiring Fund’s holdings in Berkshire Hathaway and about 3.2% of its total assets. If such a level of liquidation occurs following the Reorganizations, if not offset by realized losses, it could result in taxable realized gain that would likely be distributed to all stockholders. Using values as of September 30, 2014 for such liquidations, BIF expects realized gains totaling $16,819,536.05, or approximately $0.16 per share. The attendant transaction cost of such a liquidation are expected to be less than $1,800.

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Answer:            The Funds have substantially similar (but not identical) investment objectives, in that each Fund seeks total return, which DNY additionally pursues to the extent consistent with dependable, but not assured, cash flow. Additionally, three of the Funds have similar (but not identical) principal investment strategies and investment universes, in that BIF, BTF and DNY generally seek long-term capital appreciation and income and, under normal market conditions, invest either at least 80% of total assets or primarily in common stocks, and may invest in fixed-income securities. In the case of FOFI, in 2010, the Fund sought and received stockholder approval of, among other things, a change to FOFI’s investment adviser, which resulted in FOFI investing a substantial portion of assets in hedge funds managed by Wellington Hedge Management (the “WHM Hedge Funds”).

Under normal market conditions, the balance of FOFI’s assets may be invested primarily in common stocks, including dividend paying common stocks such as those issued by utilities, real estate investment trusts and regulated investment companies. FOFI may also invest in fixed income securities such as U.S. government securities, preferred stocks and bonds.

In July 2014, FOFI was notified of proposed structural changes to the two WHM Hedge Funds in which it is invested. FOFI’s investment advisers reviewed the proposed changes and determined that the hedge funds no longer satisfied the advisers’ original investment thesis. Consequently, for reasons separate from the Reorganization, the advisers gave notice to the hedge fund managers of their decision to redeem all of FOFI’s interests in the WHM Hedge Funds. Such redemptions will occur as of September 30, 2014. The initial redemption proceeds are expected to be received on or about October 1, 2014.

If the Proposals are all approved, BIF would not intend to make any further investments in private funds, although it will continue to hold residual “side-pocket” interests in a single WHM Hedge Fund having a fair value of approximately $9.77 million as of July 31, 2014. BIF and DNY redeemed their interests in this hedge fund as of June 30, 2014, at which time the Funds received the majority of their redemption proceeds. However, receipt of the balance of the redemption proceeds is subject to the hedge fund manager’s liquidation of a “side pocket” of illiquid securities which will likely occur incrementally and over a period of years.

With the sole exception of BTF, each Fund is a non-diversified fund under the 1940 Act. As a result, these Funds can invest a greater portion of their assets in obligations of a single issuer than a “diversified” fund. BTF is a “diversified” fund. In addition, the Funds share comparable risk factors, and comparable portfolio compositions. The Funds are currently jointly managed by the same portfolio managers – Stewart Horejsi, Brendon Fischer and Joel Looney. Information regarding the portfolio managers can be found in the accompanying Joint Proxy Statement/Prospectus. In order to better align the Funds’ investment policies in the combined BIF, the Board is also recommending at this time the elimination of one of BIF’s fundamental investment policies, as set forth in the BIF Policy Amendment.

Answer:            Following the Reorganizations, BIF intends to continue its current policy of distributing substantially all net investment income and net realized capital gains realized during the year, which amount may vary year to year depending on net income and realized capital gains. Prior to the Reorganizations, each Fund is expected to distribute estimated undistributed net investment income and net realized capital gain, if any exists. All or a portion of such distribution may be taxable to the respective Fund’s stockholders for federal income tax purposes.

Answer:            The Reorganizations are each intended to qualify as a U.S. tax-free reorganization for U.S. federal income tax purposes. Stockholders are not expected to recognize any gain or loss for U.S. federal income tax purposes solely as a result of the Reorganizations. However, certain transactions in

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connection with the Reorganizations could result in some negative tax consequences for certain stockholders. For example, as discussed in the response to Question 5 above, in order to meet the diversification requirements of the Internal Revenue Code of 1986 (the “Code”) the acquiring Fund (BIF) may have to liquidate a portion of its Berkshire Hathaway holdings because after the Reorganizations such holdings will exceed the 25% limitation permitted under Subchapter M of the Code. Such liquidation could result in a taxable distribution to all BIF stockholders which would not otherwise occur if the Reorganizations are not approved. As noted above, using values as of September 30, 2014 for such liquidations, BIF expects realized gains totaling $16,819,536.05, or approximately $0.16 per share.

Answer:            As of the date of the accompanying Joint Proxy Statement/Prospectus, only DNY has outstanding Auction Preferred Shares (the “DNY ARPS”). If the Reorganizations are approved by the stockholders of the Funds, it is anticipated that notice of redemption will be given to DNY ARPS holders after the Special Meeting and all of the outstanding DNY ARPS will be redeemed prior to the closing of the Reorganizations. In other words, holders of DNY ARPS will not become preferred stockholders of the combined BIF as a result of the Reorganizations. Redemption of the DNY ARPS is expected to be consummated within the few weeks prior to the Closing Date (defined below). At that time, DNY ARPS holders will be paid the redemption price of the ARPS (i.e., $25,000 per share) plus any accrued but unpaid dividends. DNY will use cash on hand or borrowings from a bank line of credit to redeem the DNY ARPS. Although, there are no other costs or expenses anticipated with respect to the DNY ARPS redemption, if DNY uses bank borrowings for any portion of the redemption proceeds, the Fund will incur interest charges on such borrowings.

Answer:            SIA and RMA have agreed to a reduction of their advisory fee from the current 125 basis points (with a temporary waiver of 10 basis points) to 100 basis points. Accordingly, stockholders of BIF, BTF, DNY and FOFI will experience a lower contractual advisory fee rate (as stockholders of the combined BIF) following the Reorganizations. Taking into account acquired fund fees and expenses and after expense waivers/reimbursements (if any), it is anticipated that existing stockholders of all the Funds will experience a lower operating expense ratio (as stockholders of the combined BIF) following the Reorganizations. Excluding acquired fund fees and expenses and after expense waivers/reimbursements (if any), it is anticipated that stockholders of BTF, DNY and BIF will experience a lower operating expense ratio and FOFI stockholders will experience a higher operating expense ratio (as stockholders of the combined BIF) following the Reorganizations. The increase to FOFI stockholders, excluding acquired fund fees and expenses will be approximately $0.03 per share based on FOFI’s NAV on May 31, 2014.

A comprehensive fee table can be found in the accompanying Joint Proxy Statement/Prospectus in the section titled “Proposal 2-5: The Reorganizations”, indicating the current and anticipated expense ratios both including fees and expenses of any registered investment companies or “private funds” in which a Fund invests as well as expense ratios where such fees and expenses have been excluded. Hedge fund managers such as Wellington Management are typically paid a performance-based fee with respect to annual gains generated in their hedge funds subject to a “high-water mark” (i.e., the performance-based fee only applies to profits after losses in previous years have been recovered). In the case of the WHM Hedge Funds, the performance fee is 20%. Any performance-based fees paid by a Fund are not included in the expense ratios provided in the table below.

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Answer:             Each Fund will be responsible for a portion of the expenses incurred in connection with the Reorganizations (including printing, mailing, solicitation, legal and other expenses) allocated pro rata among the Funds based on each Fund’s respective net asset value at the time such expenses are incurred. If the Reorganizations are not approved, each Fund will be responsible for a pro rata portion of any outstanding unpaid expenses incurred in connection with the Reorganizations based on each Fund’s respective net asset value as of the date the Boards determine to cease pursuing the Reorganizations.

The total anticipated cost of the Reorganizations is expected to be approximately $1,085,770, which includes, without limitation, (a) expenses associated with Board materials; (b) registration statement preparation and filing fees; (c) printing and distribution expenses; (d) filing fees; (e) legal and audit fees in connection with filings; (f) certain legal fees in connection with Board meetings; (g) auditing fees associated with each Fund’s financial statements; (h) stock exchange fees; (i) transfer agency fees; (j) portfolio transfer taxes (if any); (k) solicitation costs of the transactions; and (l) any similar expenses incurred in connection with the Reorganizations.

Answer:             If approved, the Reorganizations would occur on or about March 20, 2015 (the “Closing Date”).

Answer:             It is currently anticipated that, shortly after completion of the Reorganizations, Boulder Investment Advisers, LLC (“BIA”), one of the co-investment advisers to BIF, will begin the process of de-registration as an investment adviser. Because BIA and RMA are affiliated entities with common beneficial ownership, management and staffing, if the Reorganizations are approved by stockholders, the owners of BIA will cause BIA to de-register and terminate BIA in order to eliminate a redundant entity. If the Reorganizations are not approved, BIA will remain as a co-investment adviser to BIF under its present advisory agreement. In order to provide for continuity of service to BIF, the Board of BIF has determined that it is in the best interests of BIF and its stockholders to approve new investment advisory agreements with RMA and SIA, to take effect upon completion of the Reorganizations. RMA is an affiliate of BIA and there will be no change in the personnel servicing BIF as a result of the change in advisers. SIA, also an affiliate of BIA, will continue in its present capacity as a co-investment adviser to BIF albeit under a new investment advisory agreement. Approval of the new SIA agreement will allow the consideration and renewal process for the combined BIF Fund’s advisory agreements to proceed in the future on a synchronized schedule.

Answer:             Under its current advisory agreements with SIA and BIA, BIF pays an aggregate advisory fee to SIA and BIA computed at the annual rate of 1.25% of the value of BIF’s average monthly net assets plus leverage, subject to a temporary fee waiver of 0.10% expiring on November 30, 2014. Such advisory fees are currently split between SIA and BIA in a 25%/75% proportion. Under the new advisory agreements with SIA and RMA, the advisory fee rate will be reduced from 1.25% to 1.00%. Except for the reduction of the advisory fee rate, the new advisory agreements will be similar to the current advisory agreements and the 25%/75% fee split will be allocated between SIA and RMA, respectively. The new advisory agreements with SIA and RMA will not have any other material effect on BIF stockholders. If approved by the stockholders, each new advisory agreement will have an initial two-year term and will be subject to annual renewal thereafter.

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Answer:            Because the Reorganizations contemplate BIF acquiring the various assets of the acquired Funds, and because such acquisitions could result in the combined BIF exceeding the current existing 4% limit with respect to certain issuers, management of the Funds is proposing to eliminate BIF’s fundamental investment policy limiting its ability to invest more than 4% of assets in a single issuer.

Answer:            Because many of the benefits of the Reorganizations depend on all four Funds participating, and in light of certain likely negative consequences associated with a reorganization that involves fewer than all the Funds, the consummation of the Reorganizations will be dependent on all the Funds receiving the requisite affirmative vote on all proposals to either approve the agreement and plans of reorganization or, in the case of BIF, approve the issuance of new common shares (Proposals 2-5).

In addition, management of the Funds believes that the aggregate anticipated benefits of the Reorganizations are likely to be more fully realized, and the combined BIF will be better positioned to serve the interests of its stockholders, if certain of the proposed policy and constituent document amendments with respect to FOFI and BIF are approved. Consequently, consummation of the Reorganizations will also be dependent upon stockholder approval of Proposal 1 (amendment to FOFI constituent documents eliminating the right to demand the fair value of shares but only upon reorganization with another affiliated registered investment company) and Proposal 6 (elimination of the BIF fundamental investment policy limiting the ability to invest more than 4% of total assets in any single issuer).

In other words, closing of the Reorganizations is contingent upon approval (by stockholders of the applicable Funds) of all of the aforementioned Proposals 1-6. If sufficient votes are not obtained to approve these Proposals, each Fund will continue to operate as a stand-alone fund and each Fund’s Board may take such further action as it deems in the best interests of the Fund, including adjourning the Special Meeting and making a reasonable effort to solicit support with respect to the Proposals that have not received sufficient votes. If, after additional proxy solicitation, the Boards believe it to be unlikely that certain Proposals will pass with regard to a Fund, the Boards will consider whether it is appropriate and in the best interests of stockholders to allow the other Proposals contemplated under this Joint Proxy Statement/Prospectus to be implemented without inclusion of that Proposal.

If Proposal 1 is approved by FOFI stockholders, Articles of Amendment will be immediately filed with the State Department of Assessments and Taxation of Maryland, or “SDAT,” while the Special Meeting is temporarily recessed. Proposals 2-9 will not be considered or voted upon until the aforementioned Articles of Amendment approved by stockholders and are filed and effective.

Although approval of Proposals 7-8 (approval of new advisory agreements) is not a condition for the completion of the Reorganizations, stockholders of the Funds should be aware that certain anticipated benefits that are associated with such Proposals (such as, for example, changes in fees) may not be fully realized if one or more of these Proposals is not approved. Proposal 9 is likewise not a condition for the completion of the Reorganizations.

In addition, note that Proposal 7 and Proposal 8, while not conditions for the completion of the Reorganizations, are premised upon the Reorganizations being successfully completed. As a consequence, even if approved by stockholders of BIF, the advisory agreements contemplated by Proposal 7 and Proposal 8 will not be entered into if the Reorganizations are themselves not successfully completed.

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Answer:            Although the basic structure of the BIF Board will not change as a direct result of the Reorganizations, one of the current interested directors, John S. Horejsi, is expected to resign from the Board and Stephen Miller, BIF’s current president, is expected to stand for election fill the resulting vacancy prior to BIF’s next annual meeting.

Answer:            Approval of Proposal 1 requires the affirmative vote of the holders of a majority of the outstanding shares of FOFI common stock. With respect to Proposals 2-4, approval requires the affirmative vote of a majority of all the votes entitled to be cast by the stockholders of the applicable Fund. Approval of Proposal 5 requires the affirmative vote of a majority of the votes cast. With respect to Proposals 6-8, approval requires the affirmative vote of either (i) 66 ²⁄₃% or more of the voting securities of the applicable Fund present at the Special Meeting, if the holders of more than 50% of the outstanding voting securities of the applicable Fund are present or represented by proxy or (ii) more than 50% of the outstanding voting securities of the applicable Fund, whichever is less. Approval of Proposal 9 requires the affirmative vote of a majority of all the votes cast on the matter by stockholders of the applicable Fund entitled to vote at the Special Meeting who are present in person or by proxy.

Holders of DNY ARPS shall be entitled, with respect to Proposal 4, to one vote for each DNY ARPS held by such holder, and shall vote together with holders of DNY common stock as a single class.

Answer:            As of the Record Date, the Horejsi Affiliates own approximately 5,215,262, 3,196,432, 11,402,886 and 8,693,484 of the outstanding common shares of BTF, DNY, FOFI and BIF respectively (representing 42.3%, 76.9%, 39.7% and 34.1% of such Funds), and no shares of DNY preferred stock. The Horejsi Affiliates have indicated that they will vote FOR all of the Proposals.

Answer:            Please follow the instructions included on the enclosed Proxy Card. Stockholders whose shares are held in street name may also submit proxy instructions on the Internet. Instructions for Internet voting should be included with the proxy materials you received from the brokerage firm holding your shares.

Answer:            Stockholders can revoke their proxy at any time prior to its exercise by (i) giving written notice to the secretary of the relevant Fund at 2344 Spruce Street, Suite A, Boulder, Colorado 80302, or (ii) by signing and submitting another proxy of a later date than the originally submitted proxy, or (iii) by personally voting at the Special Meeting to be held at the time and place as set forth in the accompanying Joint Proxy Statement/Prospectus.

Answer:            You should direct your questions to the Funds’ proxy solicitation firm Alliance Shareholder Communications at 1-855-976-3331.

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The information contained in this Joint Proxy Statement/Prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Joint Proxy Statement/Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated October 15, 2014

JOINT PROXY STATEMENT/PROSPECTUS

BOULDER GROWTH & INCOME FUND, INC.

BOULDER TOTAL RETURN FUND, INC.

THE DENALI FUND INC.

FIRST OPPORTUNITY FUND, INC.

2344 Spruce Street, Suite A

Boulder, CO 80302

(303) 444-5483

JOINT SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON

NOVEMBER 14, 2014

This Joint Proxy Statement/Prospectus is being furnished in connection with a solicitation of proxies by the Boards of Directors (each, a “Board” and together, the “Boards”) of Boulder Growth & Income Fund, Inc. (“BIF”), Boulder Total Return Fund, Inc. (“BTF”), The Denali Fund Inc. (“DNY”) and First Opportunity Fund, Inc. (“FOFI”) (each a “Fund” and together, the “Funds”), to be used at the joint special meeting of stockholders of each Fund to be held on November 14, 2014 at Millennium Harvest House Boulder, 1345 28^th Street, Boulder, Colorado 80302, at 9:00 a.m. Mountain Daylight Time (the “Special Meeting”). Stockholders of record at the close of business on August 22, 2014 (the “Record Date”) are entitled to receive notice of and to vote at the Special Meeting.

This Joint Proxy Statement/Prospectus, along with the Notice of Joint Special Meeting of Stockholders and the proxy card, is being mailed to stockholders of record on or about October 16, 2014. It explains concisely what you should know before voting on the proposals or investing in BIF, a non-diversified closed-end, management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). Please read it carefully and keep it for future reference.

The enclosed proposals, and the transactions contemplated thereby, seek to reorganize three of the four Funds – BTF, DNY and FOFI (collectively, the “Acquired Funds”) – into the fourth fund, BIF (the “Acquiring Fund”) with BIF being the surviving entity (the “Reorganizations”). If completed, it is anticipated that the Reorganizations would combine four Funds that have similar investment objectives, policies and risk profiles to achieve certain economies of scale, enhanced liquidity and other operational efficiencies for the Funds and their stockholders. In addition, the Funds currently have overlaps in advisory personnel and portfolio management.

As a result of the Reorganizations, taking into account acquired fund fees and expenses and after expense waivers/reimbursements (if any), it is anticipated that existing stockholders of all the Funds will experience a lower operating expense ratio (as stockholders of the combined BIF) following the Reorganizations. Excluding acquired fund fees and expenses and after expense waivers/reimbursements (if any), it is anticipated that stockholders of BTF, DNY and BIF will experience a lower operating expense ratio and FOFI stockholders will experience a higher operating expense ratio (as stockholders of the combined BIF) following the Reorganizations. The increase to FOFI stockholders, excluding

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acquired fund fees and expenses, will be approximately $0.03 per share based on FOFI’s NAV on May 31, 2014. Such acquired fund fees and expenses reflect fees and expenses of any registered investment companies or “private funds” in which a Fund invests. It is anticipated that the Reorganizations will reduce certain issuer concentrations currently existing in several of the Funds, thus potentially reducing the risk profile of the Acquiring Fund. The Reorganizations may also provide stockholders greater secondary market liquidity as the combined Acquiring Fund would be larger than and have more outstanding common shares than any one of the Funds.

Pursuant to an agreement of plan of reorganization, attached here to as Exhibit A, and contingent on stockholder approval of Proposals 1-6 (as further defined and described in this Joint Proxy Statement/Prospectus), the Acquiring Fund will acquire all of the assets and assume all the liabilities of each Acquired Fund in exchange for the issuance of a number of Acquiring Fund common shares. Each Acquired Fund will distribute the Acquiring Fund’s common shares received in the applicable Reorganization to the respective Acquired Fund common stockholders and will then terminate its registration under the 1940 Act and dissolve in accordance with applicable Maryland law. The aggregate net asset value (“NAV”) (not the market value) of BIF common shares received by BTF, DNY and/or FOFI stockholders in the Reorganizations will equal the aggregate net asset value (not the market value) of, as applicable, BTF, DNY and/or FOFI common shares held as of the valuation date set forth in the agreement and plan of reorganization, which is expected to be immediately prior to the Reorganizations.

In addition to the proposals relating to the Reorganizations, stockholders of BIF are also being asked to consider a proposal to eliminate one of the Fund’s fundamental investment policies.

The Reorganizations will not be consummated unless Proposals 1-6 are approved by stockholders of the respective Funds.

The investment advisory agreements being considered under Proposal 7 and Proposal 8 will not be entered into if the Reorganizations are not consummated.

As of the Record Date, the shares of the Funds issued and outstanding were as follows:

The following documents have been filed with the Securities and Exchange Commission (the “SEC”) and are incorporated into this Joint Proxy Statement/Prospectus by reference:

(i)     the Statement of Additional Information relating to the proposed Reorganizations, dated October 15, 2014 (the “Reorganization SAI”);

(ii)     the audited financial statements and related independent registered public accounting firm’s report for BIF contained in the Fund’s Annual Report for the fiscal year ended November 30, 2013;

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(iii)     the audited financial statements and related independent registered public accounting firm’s report for BTF contained in the Fund’s Annual Report for the fiscal year ended November 30, 2013;

(iv)     the audited financial statements and related independent registered public accounting firm’s report for DNY contained in the Fund’s Annual Report for the fiscal year ended October 31, 2013;

(v)     the audited financial statements and related independent registered public accounting firm’s report for FOFI contained in the Fund’s Annual Report for the fiscal year ended March 31, 2014;

(vi)     the unaudited financial statements for BIF contained in the Fund’s Semi-Annual Report for the six months ended May 31, 2014;

(vii)     the unaudited financial statements for BTF contained in the Fund’s Semi-Annual Report for the six months ended May 31, 2014; and

(viii)     the unaudited financial statements for DNY contained in the Fund’s Semi-Annual Report for the six months ended April 30, 2014.

Each Fund will furnish copies of the foregoing documents to stockholders, upon request, without charge, by writing to the Fund at 2344 Spruce Street, Suite A, Boulder, Colorado 80302 or by calling (303) 444-5483. These reports are also available on the Funds’ joint website at www.boulderfunds.net.

The Annual Reports and/or Semi-Annual Reports are not to be regarded as proxy solicitation material.

The Funds are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith file reports, proxy statements, proxy material and other information with the SEC. Materials filed with the SEC can be reviewed and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 or downloaded from the SEC’s web site at www.sec.gov. Information on the operation of the SEC’s Public Reference Room may be obtained by calling the SEC at (202) 551-8090. You may also request copies of these materials, upon payment at the prescribed rates of a duplicating fee, by electronic request to the SEC’s e-mail address (publicinfo@sec.gov) or by writing the Public Reference Branch, Office of Consumer Affairs and Information Services, SEC, Washington, D.C., 20549-0102.

One Notice of Joint Special Meeting of Stockholders is being delivered to multiple stockholders sharing an address, unless your Fund has received contrary instructions from one or more of the stockholders. Each Fund will undertake to deliver promptly, upon written or oral request, a separate copy of the Joint Proxy Statement/Prospectus to any stockholder who contacts the Fund in writing, or by phone, as stated above. Similarly, stockholders of a Fund sharing an address can request single copies of a future proxy statement or annual report by contacting the Fund in writing or by contacting the Fund’s transfer agent.

The common shares of the Acquiring Fund are listed on the New York Stock Exchange (the “NYSE”) under the ticker symbol “BIF” and will continue to be so listed subsequent to the Reorganizations. The common shares of BTF and DNY are listed on the NYSE under the ticker symbols “BTF” and “DNY,” respectively. Reports, proxy statements and other information concerning BIF, BTF and DNY may be inspected at the offices of the NYSE, 11 Wall Street, New York, New York 10005. FOFI is traded “over-the-counter” and its ticker symbol is “FOFI”.

This Joint Proxy Statement/Prospectus serves as a prospectus of common shares of BIF in connection with the issuance of BIF common shares in the Reorganizations, and sets forth concisely certain information about BIF that a prospective investor ought to know before investing. It should be retained

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for future reference. No person has been authorized to give any information or make any representation not contained in this Joint Proxy Statement/Prospectus and, if so given or made, such information or representation must not be relied upon as having been authorized. This Joint Proxy Statement/Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction in which, or to any person to whom, it is unlawful to make such offer or solicitation.

THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS JOINT PROXY STATEMENT/PROSPECTUS.

ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Joint Proxy Statement/Prospectus is October 15, 2014.

On the matters coming before the Special Meeting as to which a choice has been specified by stockholders on the accompanying proxy card, the shares will be voted accordingly where such proxy card is properly executed, timely received and not properly revoked (pursuant to instructions). If a proxy is returned and no choice is specified, the shares will be voted FOR the proposals. Stockholders of a Fund who execute proxies may revoke them at any time before they are voted by filing with that Fund a written notice of revocation, by delivering a duly executed proxy bearing a later date, or by attending the Special Meeting and voting in person. Merely attending the Special Meeting, however, will not revoke any previously submitted proxy.

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PROPOSAL 1

AMENDMENT OF THE ARTICLES OF AMENDMENT AND RESTATEMENT

OF FIRST OPPORTUNITY FUND, INC.

Description of Proposal 1

Stockholders of FOFI are being asked to adopt an amendment to Article IV of FOFI’s Articles of Amendment and Restatement eliminating the right of stockholders to demand the fair value of their shares but only upon reorganization of the Fund with and into another affiliated registered investment company.

Summary of the Proposed Amendment

If approved by stockholders, Proposal 1 will add the following Section 4.8 to Article IV of FOFI’s Articles of Amendment and Restatement:

If Proposal 1 is approved by FOFI stockholders, Articles of Amendment will be immediately filed with the State Department of Assessments and Taxation of Maryland, or “SDAT,” while the Special Meeting is temporarily recessed. Proposals 2-9 will not be considered or voted upon until the aforementioned Articles of Amendment have been approved by stockholders and are filed and effective.

Discussion

Under Maryland law, stockholders of a corporation have the right to demand the fair value of their stock upon a merger. However, such right to fair value does not apply in certain circumstances, including if (i) the stock is listed on a national securities exchange (e.g., NYSE or NASDAQ) or (ii) the charter provides that the holders of the stock are not entitled to exercise the rights of an objecting stockholder.

Shares of FOFI are not traded on a “national securities exchange” but rather are traded “over the counter” and FOFI’s Articles of Amendment and Restatement do not provide that FOFI’s stockholders are not entitled to exercise the rights of an objecting stockholder. Absent Proposal 1, upon a merger with BIF, stockholders of FOFI who did not vote in favor of the merger may have the right to demand to receive in cash the fair value of their stock. There would likely be disagreements about the fair value of such stock and the objecting stockholder could petition a court of equity in the county where the combined Acquiring Fund’s principal office is located for an appraisal to determine the fair value of such stock. The costs associated with any such appraisal proceeding could be significant and such costs would be borne by all stockholders of the combined Acquiring Fund. In addition, once the fair value was determined, the combined Acquiring Fund would likely be required to dispose of assets to pay such value to the dissenters. It is anticipated that any such dispositions would trigger significant capital gains that would be allocated to all stockholders of the combined Acquiring Fund.

In order to mitigate these potential adverse consequences for FOFI, it is proposed that FOFI’s Articles of Amendment and Restatement be amended to eliminate the right of stockholders to demand the fair value of their stock but only upon reorganization of FOFI with and into another affiliated registered investment company. If Proposal 1 is approved, FOFI’s stockholders will not be in any different a position than the

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stockholders in any other closed-end registered management investment company that is listed on a national securities exchange, including BIF, BTF and DNY (which are all NYSE listed companies). If Proposal 1 is approved, upon consummation of the Reorganization, stockholders of FOFI will receive shares of BIF based on the aggregate net asset value (not the market value) of BIF common shares received by FOFI common stockholders in the Reorganizations and will equal the aggregate net asset value (not the market value) of FOFI common shares held as of a valuation date set forth in the agreement and plan of reorganization. If Proposal 1 is not approved, the Reorganization will not proceed and FOFI stockholders will not be in any different position than they are in presently other than not being entitled to the proposed benefits of the Reorganization. Given the foregoing, the Board believes that Proposal 1 is in the best interests of FOFI and its stockholders and recommends that FOFI’s stockholders vote FOR Proposal 1.

Required Vote

Approval of Proposal 1 requires the affirmative vote of the holders of a majority of outstanding shares of FOFI common stock.

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PROPOSALS 2 - 5

THE REORGANIZATIONS

SYNOPSIS

The following is a summary of certain information contained elsewhere in this Joint Proxy Statement/Prospectus and is qualified in its entirety by reference to the more complete information contained in this Joint Proxy Statement/Prospectus and in the Statement of Additional Information. Stockholders should read the entire Joint Proxy Statement/Prospectus carefully.

Description of the Proposals

Stockholders of FOFI will be asked to approve an agreement and plan of reorganization pursuant to which FOFI would transfer all of its assets to BIF in exchange for shares of BIF, and the assumption by BIF of all of the liabilities of FOFI (“Proposal 2”).

Stockholders of BTF will be asked to approve an agreement and plan of reorganization pursuant to which BTF would transfer all of its assets to BIF in exchange for shares of BIF, and the assumption by BIF of all of the liabilities of BTF (“Proposal 3”).

Stockholders of DNY will be asked to approve an agreement and plan of reorganization pursuant to which DNY would transfer all of its assets to BIF in exchange for shares of BIF, and the assumption by BIF of all of the liabilities of DNY (“Proposal 4”).

Stockholders of BIF will be asked to approve the issuance of additional common shares of BIF in connection with the reorganizations pursuant to an agreement and plan of reorganization among BIF, BTF, DNY, and FOFI (“Proposal 5”).

Overview and Background of the Reorganizations

Proposals 2 - 5 seek to reorganize three of the four Funds – BTF, DNY and FOFI – into the fourth Fund, BIF, with BIF being the surviving entity. If completed, it is anticipated that the Reorganizations would combine four Funds that have similar investment objectives, policies and risk profiles to achieve certain economies of scale, enhanced liquidity and other operational efficiencies for the Funds and their stockholders. In addition, the Funds currently have overlaps in advisory personnel and portfolio management.

As a result of the Reorganization, taking into account acquired fund fees and expenses and after expense waivers/reimbursements (if any), it is anticipated that existing stockholders of all the Funds will experience a lower operating expense ratio (as stockholders of the combined BIF) following the Reorganizations. Excluding acquired fund fees and expenses and after expense waivers/reimbursements (if any), it is anticipated that stockholders of BTF, DNY and BIF will experience a lower operating expense ratio and FOFI stockholders will experience a higher operating expense ratio (as stockholders of the combined BIF) following the Reorganizations. The increase to FOFI stockholders, excluding acquired fund fees and expenses, will be approximately $0.03 per share based on FOFI’s NAV on May 31, 2014. Such acquired fund fees and expenses reflect fees and expenses of any registered investment companies or “private funds” in which a Fund invests. It is anticipated that the Reorganizations will reduce certain issuer concentrations currently existing in several of the Funds, thus potentially reducing the risk profile of the Acquiring Fund. The Reorganizations may also provide stockholders greater secondary market liquidity as the combined Acquiring Fund would be larger than and have more outstanding common shares than any one of the Funds. In addition, because shares of FOFI are presently traded over-the-counter, FOFI stockholders may enjoy even greater secondary market liquidity because the Acquiring Fund shares issued to FOFI stockholders in the Reorganization will be traded on a national exchange.

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Pursuant to the Agreement and Plan of Reorganization by and among each Acquired Fund and the Acquiring Fund, in the form attached as Exhibit A (the “Agreement”), and if Proposals 1 - 6 are approved by the applicable stockholders, the Acquiring Fund will acquire all of the assets and assume all the liabilities of each Acquired Fund in exchange for the issuance of a number of Acquiring Fund common shares. Each Acquired Fund will distribute the Acquiring Fund’s common shares received in its Reorganization to the respective Acquired Fund common stockholders and will then terminate its registration under the 1940 Act and dissolve in accordance with applicable Maryland law. The aggregate NAV of the Acquiring Fund common shares received by each Acquired Fund in its Reorganization will equal, as of the valuation date set forth in the Agreement, the aggregate NAV of the Acquired Fund common shares held by stockholders of such Acquired Fund.

Following discussions at meetings held on May 10, July 29, August 5, October 30 and November 4, 2013, each Fund’s Board determined that the proposed Reorganizations would be in the best interest of the respective Fund. At each of its regular quarterly meetings since November 4, 2013, each Fund’s Board has discussed the proposed Reorganization and has affirmed its determination that the Fund should proceed with the proposed Reorganization. The considerations taken into account by each Board are summarized in the section titled “Board Consideration of the Reorganizations” below.

Federal Tax Consequences of the Reorganizations

Each Reorganization is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”). If the Reorganizations so qualify, in general, each Acquired Fund stockholder will recognize no gain or loss for U.S. federal income tax purposes upon the exchange of the assets of each Acquired Fund solely for Acquiring Fund common shares pursuant to the Reorganizations. Based on the Funds’ approximate combined total assets as of September 30, 2014, the managers of the Acquiring Fund are expected to liquidate approximately $39 million of its holdings in Berkshire Hathaway in order to comply with the diversification requirements of Subchapter M of the Internal Revenue Code. Such liquidation would represent approximately 11.6% of the Acquiring Fund’s holdings in Berkshire Hathaway and about 3.2% of its total assets. If such a level of liquidation occurs following the Reorganizations, if not offset by realized losses, it could result in taxable realized gain that would likely be distributed to all stockholders. Using values as of September 30, 2014 for such liquidations, the Acquiring Fund expects realized gains totaling $16,819,536.05, or approximately $0.16 per share. The attendant transaction cost of such a liquidation are expected to be less than $1,800. Except in the foregoing circumstances, in which case the Acquiring Fund would recognize capital gains, neither the Acquiring Fund nor its stockholders are expected recognize any gain or loss for U.S. federal income tax purposes pursuant to the Reorganizations.

Investment Objectives and Principal Investment Strategies

The Funds have substantially similar (but not identical) investment objectives, in that each Fund seeks total return, which DNY additionally pursues to the extent consistent with dependable, but not assured, cash flow. Additionally, three of the Fund have similar (but not identical) principal investment strategies and investment universes, in that BIF, BTF and DNY generally seek long-term capital appreciation and income and, under normal market conditions, invest either at least 80% of total assets or primarily in common stocks, and may invest in fixed-income securities.

In the case of FOFI, in 2010, the Fund sought and received stockholder approval of, among other things, a change to FOFI’s investment adviser, which resulted in FOFI investing a substantial portion of assets in hedge funds managed by Wellington Hedge Management (the “WHM Hedge Funds”). Under normal market conditions, the balance of FOFI’s assets may be invested primarily in common stocks, including dividend paying common stocks such as those issued by utilities, real estate investment trusts and regulated investment companies. FOFI may also invest in fixed income securities such as U.S. government securities, preferred stocks and bonds. In July 2014, FOFI was notified of proposed structural changes to the two WHM Hedge Funds in which it is invested. FOFI’s investment advisers reviewed the proposed changes and determined that the hedge funds no longer satisfied the advisers’ original investment thesis. Consequently, for reasons separate from the Reorganization, the advisers gave notice to the hedge fund managers of their decision to redeem all of FOFI’s interests in the WHM Hedge Funds. Such redemptions will occur as of September 30, 2014. The initial redemption proceeds are expected to be received on or about October 1, 2014.

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If the Proposals are all approved, BIF will be the surviving Fund and will continue to be listed on the NYSE. As the NYSE has an informal policy against listed funds holding private fund investments, upon closing of the Reorganizations, BIF no longer intends to invest in WHM Hedge Funds or any other private funds, although it will continue to hold residual “side-pocket” interests in a single WHM Hedge Fund having a fair value of approximately $9.77 million as of July 31, 2014. BIF and DNY redeemed their interests in this hedge fund as of June 30, 2014, at which time the Funds received the majority of their redemption proceeds. However, receipt of the balance of the redemption proceeds is subject to the hedge fund manager’s liquidation of “side pockets” of illiquid securities which will likely occur incrementally and over a period of years.

With the sole exception of BTF, each Fund is classified as a “non-diversified” under the 1940 Act. As a result, these Funds can invest a greater portion of their assets in obligations of a single issuer than a “diversified” fund. BTF is a “diversified” fund. In addition, the Funds share comparable risk factors, and comparable portfolio compositions. The Funds are currently jointly managed by the same portfolio managers – Stewart Horejsi, Brendon Fischer and Joel Looney.

Information regarding the portfolio managers can be found in this Joint Proxy Statement/Prospectus under the heading “Management of the Funds.” Additional information regarding the Funds’ investment objectives and principal investment strategies can be found below under the heading “Comparison of Investment Objectives, Principal Investment Strategies and Principal Risks.”

Effect on Expenses

If Proposals 7 and 8 (approval of new advisory agreements) are approved, stockholders of all the Funds will experience a lower contractual advisory fee rate (as stockholders of the combined BIF) following the Reorganizations. As a result of the Reorganizations, taking into account acquired fund fees and expenses and after expense waivers/reimbursements (if any), it is anticipated that existing stockholders of all the Funds will experience a lower operating expense ratio (as stockholders of the combined BIF) following the Reorganizations. Excluding acquired fund fees and expenses and after expense waivers/reimbursements (if any), it is anticipated that stockholders of BTF, DNY and BIF will experience a lower operating expense ratio and FOFI stockholders will experience a higher operating expense ratio (as stockholders of the combined BIF) following the Reorganizations. The increase to FOFI stockholders, excluding acquired fund fees and expenses, will be approximately $0.03 per share based on FOFI’s NAV on May 31, 2014. Such acquired fund fees and expenses reflect fees and expenses of any registered investment companies or “private funds” in which a Fund invests.

The tables below (i) compare the estimated fees and expenses of each Fund, as of each Fund’s fiscal year end (shown below), and (ii) show the estimated fees and expenses of the combined BIF, on a pro forma basis, as if the Reorganizations occurred on May 31, 2014. The annual operating expenses of the pro forma combined BIF are projections for a 12-month period, assuming average combined net assets of $1,041,990,931. Accordingly, the actual fees and expenses of each Fund and the combined BIF as of the Closing Date of the Reorganizations may differ from those in the tables below due to changes in net assets and expenses paid to various service providers.

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         Total Expense Table

(1a) Based on estimated amounts for the current fiscal year.

(1b) Reflects only administration fees payable to Fund Administrative Services, LLC (“FAS”), an affiliate of the adviser. Total administration fees are included in “Other Expenses” above.

(2) Reflects estimated fees and expenses of underlying registered investment companies or “private funds” in which one or more of the Funds may invest and indirectly borne by the investing Fund. Based on historical fees and expenses of such underlying funds.

(3) FAS, the Funds’ co-administrator, has contractually agreed to waive a portion of BIF’s administration fees payable to FAS to the extent the aggregate of administration fees paid directly by the Fund, custody fees and transfer agency fees for any calendar month exceed thirty (30) basis points, for as long as the administration agreement between BIF and FAS is in effect.

(4) RMA and SIA, the advisers to FOFI, have contractually agreed to waive that portion of the advisory fee payable by FOFI equal to up to 1.00% of the Fund’s assets invested in any hedge fund managed by Wellington Hedge Management, LLC (a “WHM Hedge Fund”) to offset any asset-based fees (but not any performance-based fees) paid to Wellington Hedge Management, LLC (“Wellington Management”) with respect to the Fund’s assets invested in any WHM Hedge Fund, for as long as the investment advisory agreement among RMA, SIA and FOFI is in effect.

(5) Reflects adjustments to BIF, DNY and FOFI’s schedule of investments in connection with the liquidation of certain private fund investments occurring after May 31, 2014, as described more fully under the heading “Investment Objectives and Principal Investment Strategies.”

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(6) The costs of the Reorganization anticipated to be borne by each Fund are $260,520, $401,830, $117,581 and $305,839 with respect to BIF, BTF, DNY and FOFI respectively. These amounts represent 0.08%, 0.42%, 0.04% and 0.13% of average net assets of BIF, BTF, DNY and FOFI respectively. These costs are not considered in the expense ratios above as they are not recurring costs. Of the total $1,085,770 in Reorganization expenses, $506,960 has already been incurred and paid by the Funds.

(7) The advisers to each of the Funds have agreed to waive 0.10% of the advisory fee such that the advisory fee will be calculated at the annual rate of 1.15% of net assets. As of the date hereof, the advisers have renewed each fee waiver through December 1, 2015 or the termination of the existing advisory agreements, whichever is earlier.

† If acquired fund fees and expenses were excluded for purposes of calculating total annual expenses and taking into account expense waivers/reimbursements, the expense ratios for BTF, DNY, FOFI, BIF (as the Acquiring Fund) and BIF (as the pro forma Combined Fund) would be 1.95%, 2.09%, 1.23%, 1.77% and 1.51% respectively.

NOTE: Except with respect to the pro forma combined fund and adjustments to acquired fund fees resulting from recent redemptions or notices of redemption with respect to hedge fund positions, information presented is as of each Fund’s most recently completed fiscal year end (BTF: 11/31/13; BIF: 11/30/13; DNY: 10/31/13; FOFI: 3/31/14). The purpose of the foregoing table and the following example is to assist stockholders in understanding the various costs and expenses that a stockholder will bear directly or indirectly. The figures provided under “Other Expenses” are based upon estimated amounts for the current fiscal year.

The Funds will bear a portion of the expenses incurred in connection with the Reorganizations that are not reflected in “Other Expenses,” including, but not limited to, costs related to the preparation and distribution of materials distributed to each Fund’s Board, expenses incurred in connection with the preparation of the Agreement and the registration statement on Form N-14, the printing and distribution of this Joint Proxy Statement/Prospectus and any other materials required to be distributed to stockholders, SEC and state securities commission filing fees, legal and audit fees in connection with the Reorganizations, legal fees incurred preparing each Fund’s Board materials, attending each Fund’s Board meetings and preparing the minutes, auditing fees associated with each Fund’s financial statements, stock exchange fees, transfer agency fees, portfolio transfer taxes (if any), solicitation costs and any similar expenses incurred in connection with the Reorganizations, which will be allocated pro rata among the Funds based on each Fund’s respective NAV at the time such expenses are incurred. Such expenses are estimated to be $1,085,770 in the aggregate.

Example

The following example helps you compare the costs of investing in the Funds’ common shares with the costs of investing in other funds. The example assumes that you invest $1,000 in common shares for the periods shown, that your investment has a 5% return each year, that you reinvest all distributions and dividends and that the Funds’ operating expenses, including acquired fund fees, remain the same. The effects of any waivers or reimbursements on expenses are reflected for all such periods on the assumption that FAS administration agreement with BIF and the advisory agreement among RMA, SIA and FOFI remain in effect through all such periods except that the advisory fee waiver described in footnote (7) above is reflected for the first year only. The example should not be considered a representation of past or future expenses or annual rates of return. Actual expenses or annual rates of return may be more or less than those assumed for purposes of the example. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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Comparative Performance Information

The table below presents total return performance for the Funds for the period ended May 31, 2014. The performance data quoted represents past performance. Past performance is no guarantee of future results. Fund returns include reinvested dividends and distributions, but do not reflect the reduction of taxes that a stockholder would pay on Fund distributions or the sale of Fund shares and do not reflect brokerage commissions, if any.

* Inception date reflects annualized information since January 2002 when the current investment advisers became advisers to the Fund. Does not include the effect of dilution of non-participating stockholders from the December 2002 rights offering.

** Inception date reflects annualized information since August 1999 when the current investment advisers became advisers to the Fund. Does not include the effect of dilution on non-participating stockholders from the July 2003 rights offering.

*** Inception date reflects annualized information since October 2007 when the current investment advisers became advisers to the Fund.

**** Inception date reflects annualized information since May 2010 when the current investment advisers became advisers to the Fund.

† Data for broad-based securities indices typically does not reflect deductions for commissions, expenses or taxes, as applicable. You cannot invest directly in an index.

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Comparison of the Funds

The following comparison summarizes certain similarities and differences among the Funds. If the Reorganizations (Proposals 2 – 5) are approved, as well as Proposals 6 – 8 described further in this Joint Proxy Statement/Prospectus, the terms and provisions below relating to the combined Acquiring Fund (BIF) will apply.

* SIA and RMA, the advisers to FOFI, have contractually agreed to waive that portion of the advisory fee payable by FOFI equal to up to 1.00% of the Fund’s assets invested in any WHM Hedge Fund to offset any asset-based fees (but not any performance-based fees) paid to Wellington Management with respect to the Fund’s assets invested in any WHM Hedge Fund.

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COMPARISON OF INVESTMENT OBJECTIVES, PRINCIPAL INVESTMENT STRATEGIES

AND PRINCIPAL RISKS

The following comparison summarizes the differences in the investment objectives, principal investment strategies, and principal risks of the Funds.

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¹ The 1940 Act requires that each registered fund state as a fundamental investment policy its policy with respect to concentration, which, for purposes of the 1940 Act, is generally understood to refer to whether a particular fund may invest in excess of 25% of its total assets in issuers within the same industry or group of industries.

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RISK FACTORS

Investment in the Acquiring Fund may not be appropriate for all investors. The Acquiring Fund is not intended to be a complete investment program and, due to the uncertainty inherent in all investments, there can be no assurance that the Fund will achieve its investment objectives. Investors should consider their long-term investment goals and financial needs when making an investment decision with respect to the Acquiring Fund. An investment in the Acquiring Fund is intended to be a long-term investment, and you should not view the Fund as a trading vehicle. Your shares at any point in time may be worth less than your original investment, even after taking into account the reinvestment of Fund dividends and distributions, if applicable. Because the Funds have similar investment strategies, the principal risks of each Fund are similar. The principal risks of investing in the Acquiring Fund and the Acquired Funds are described below. The risks and special considerations listed below should be considered by stockholders of each Fund in their evaluation of the Reorganizations.

Investments in Common Stocks. The Fund intends to invest, under normal market conditions, at least 80% of its total assets in publicly traded common stocks. Common stocks generally have greater risk exposure and reward potential over time than bonds. The volatility of common stock prices has historically been greater than bonds, and as the Fund invests primarily in common stocks, the Fund’s NAV may also be volatile. Further, because the time horizon for the Fund’s investments in common stock is longer, the time necessary for the Fund to achieve its objective of total return will likely be longer than for a fund that invests solely for income.

² Section 18(f) of the 1940 Act provides that a registered investment company may borrow from a bank if the registered investment company maintains at least 300% asset coverage over all such bank borrowings. Additionally, Section 18(a) of the 1940 Act limits a closed-end fund’s issuance of an evidence of indebtedness, unless the fund has 300% asset coverage, and preferred stock, unless the fund has 200% asset coverage.

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Fixed Income Securities. The Fund may invest in fixed income securities from time to time. Fixed income securities are affected by changes in interest rates and credit quality. A rise in interest rates typically causes bond prices to fall. The longer the average maturity of the bonds held by a Fund, the more sensitive the Fund is likely to be to interest-rate changes. There is the possibility that the issuer of the security will not repay all or a portion of the principal borrowed and will not make all interest payments.

Non-Diversified Status Risk. The Fund is classified as “non-diversified” under the 1940 Act. As a result, it can invest a greater portion of its assets in obligations of a single issuer than a “diversified” fund. The Fund will therefore be more susceptible than a diversified fund to being adversely affected by any single corporate, economic, political or regulatory occurrence. The Fund intends to diversify its investments to the extent necessary to qualify, and maintain its status, as a regulated investment company under U.S. federal income tax laws.

Issuer Focus Risk. The Fund may hold significant positions in a few issuers. Taking larger positions is also likely to increase the volatility of the Fund’s NAV, reflecting fluctuation in the value of large Fund holdings. In addition, both the Code and 1940 Act allow positions in single issuers to exceed statutory diversification thresholds if the excess occurs as a result of market variations. In such cases, the Fund may continue to hold such excess positions for the sake of tax efficiency. Thus, in such circumstances, the Fund may be even more susceptible to being adversely affected by any corporate, economic, political or regulatory occurrence affecting issuer positions which exceed such thresholds. Note that the risk described here is distinct from the risk of concentration as the term is generally understood under the 1940 Act, which refers whether a particular fund invests in excess of 25% of its total assets in issuers within the same industry or group of industries. As a matter of fundamental policy, the Acquiring Fund may not invest in the securities of companies conducting their principal business activity in the same industry if, immediately after such investment, the value of its investments in such industry would exceed 25% of the value of its total assets.

Investments in Mid- and Small-cap Securities. The Fund may invest in small- and mid-cap companies from time to time. Generally, small-cap stocks are those securities issued by companies with a total market capitalization of between $250 million to $2 billion, and mid-cap stocks are those securities issued by companies with a total market capitalization of between $2 billion to $10 billion. As a result of the Reorganization, the Fund will acquire a number of legacy assets from FOFI having market capitalizations below $250 million. These as well as other small- and mid-cap stocks in which the Fund may invest may present greater opportunities for capital growth than larger companies, but also may be more volatile and subject to greater risk. The small- and mid-cap stocks in which the Fund may invest may present greater opportunities for capital growth than larger companies, but also may be more volatile and subject to greater risk. This is because smaller companies generally may have limited financial resources, product lines and markets, and their securities may trade less frequently and in more limited volumes than the securities of larger companies, which could lead to higher transaction costs and reduced returns to holders of these securities, including potentially the Fund. In addition, there may be less publicly available information about smaller companies which can also lead to higher risk in terms of arriving at an accurate valuation for these smaller companies.

Leveraging Risk. The Fund may use leverage. Use of leverage may have a number of adverse effects on the Fund and its stockholders including without limitation: (i) leverage may magnify market fluctuations in the Fund’s underlying holdings thus causing a disproportionate change in the Fund’s NAV; and (ii) the Fund’s cost of leverage may exceed the return on the underlying securities acquired with the proceeds of the leverage, thereby diminishing rather than enhancing the return to stockholders and generally making the Fund’s total return to such stockholders more volatile.

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Discount From NAV. The common stock of closed-end funds frequently trade at market prices less than the value of the net assets attributable to those shares (a “discount”). The possibility that the Fund’s shares will trade at a discount from NAV is a risk separate and distinct from the risk that the Fund’s NAV will decrease. The risk of purchasing shares of a closed-end fund that might trade at a discount is more pronounced for investors who wish to sell their shares in a relatively short period of time because, for those investors, realization of a gain or loss on their investments is likely to be more dependent upon the existence of a premium or discount than upon portfolio performance.

Repurchase of the Shares. The Fund is authorized to repurchase shares on the open market when the shares are trading at a discount from NAV per share as determined by the Board from time to time. Any acquisition of shares by the Fund will decrease the total assets of the Fund and, therefore, have the effect of increasing the Fund’s expense ratio and may adversely affect the ability of the Fund to achieve its investment objectives.

Issuer Risk. The value of the Fund’s portfolio may decline for a number of reasons directly related to the issuers of the securities in the portfolio, such as management performance, financial leverage and reduced demand for an issuer’s goods and services.

Inflation Risk. Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Fund’s portfolio can decline.

Repurchase Agreements. The use of repurchase agreements involves certain risks. For example, if the seller of securities under a repurchase agreement defaults on its obligation to repurchase the underlying securities, as a result of bankruptcy or otherwise, the Fund will seek to dispose of such securities, which action could involve costs or delays. If the seller becomes insolvent and subject to liquidation or reorganization under applicable bankruptcy or other laws, the Fund’s ability to dispose of the underlying securities may be restricted. Finally, it is possible that the Fund may not be able to substantiate its interest in the underlying securities.

Foreign Securities Risk. The Fund is permitted to invest in foreign securities without limitation. Investment in non-U.S. issuers may involve unique risks compared to investing in securities of U.S. issuers. These risks are more pronounced to the extent that the Fund invests a significant portion of its non-U.S. investments in one region or in the securities of emerging market issuers.

Currency Risk. The Fund holds investments in foreign securities and thus a portion of the Fund’s assets may be quoted or denominated in non-U.S. currencies. These securities may be adversely affected by fluctuations in relative currency exchange rates and by exchange control regulations. The Fund’s investment performance may be negatively affected by a devaluation of a currency in which the Fund’s investments are quoted or denominated. Further, the Fund’s investment performance may be significantly affected, either positively or negatively, by currency exchange rates because the U.S. dollar value of securities quoted or denominated in another currency will increase or decrease in response to changes in the value of such currency in relation to the U.S. dollar.

Sovereign Debt Risk. An investment in debt obligations of non-U.S. governments and their political subdivisions (“sovereign debt”) involves special risks that are not present in corporate debt obligations. The non-U.S. issuer of the sovereign debt or the non-U.S. governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or interest when due, and the Fund may have limited recourse in the event of a default. During periods of economic uncertainty, the market prices of sovereign debt may be more volatile than prices of debt obligations of U.S. issuers.

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Investments in Registered Investment Companies. The Fund may invest in securities issued by other registered investment companies subject to such limitations, restrictions and conditions as imposed by Federal law. Accordingly, the Fund will be subject to the particular risks associated with investing in other funds that are separate from risks associated with the underlying investments held by such registered investment companies. Both the Fund and any registered investment companies in which it invests have management fees. In addition, the registered investment companies in which the Fund invests will typically incur other operating expenses that are borne by their investors, including the Fund. As a result, Fund stockholders will bear not only the Fund’s management fees and operating expenses, but also the fees and expenses of the registered investment companies in which the Fund invests. Investors would bear less expense if they invested directly in the underlying registered investment companies in which the Fund invests. The Fund may also invest in registered investment companies that are not limited in their portfolio trading activity and thus may experience high portfolio turnover rates. Higher turnover rates generally result in correspondingly greater brokerage commissions and other transactional expenses which may be borne by the Fund, directly or through its investment in registered investment companies.

Liquidity Risk. Although the Fund invests primarily in securities traded on national exchanges, it may invest in less liquid assets from time to time that are not readily marketable and may be subject to restrictions on resale. Illiquid securities may be more difficult to value or may impair the Fund’s ability to realize the full value of its assets in the event of a voluntary or involuntary liquidation of such assets and thus may cause a decline in the Fund’s NAV. The Fund is not limited in the amount of its assets that may be invested in securities which are not readily marketable or are subject to restrictions on resale, although it may not invest more than 30% of the value of its total assets in securities which have been acquired through private placement. In certain situations, the Fund could find it more difficult to sell such securities at times, in amounts and at prices they consider reasonable.

Risks Associated with Investments in Private Funds. Private funds in which the Fund invests may in turn invest and trade in a wide range of instruments and markets and such activity may give rise to the wide range of risks associated with such instruments and markets. For example:

Investment in a particular “type” of investment or the use of a particular technique may be an integral part of a private fund’s investment strategy and may involve certain risks and result in significant losses. There can be no assurance that managers of private funds in which the Fund invests will succeed in any of these investment types or techniques.

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As noted above, for reasons unrelated to the Reorganizations, FOFI has given notice to redeem all of its outstanding interests in certain private funds in which it invests. If the Proposals are all approved, BIF will be the surviving Fund and will continue to be listed on the NYSE. As the NYSE has an informal policy against listed funds holding private fund investments, upon closing of the Reorganizations, BIF no longer intends to invest in WHM Hedge Funds or any other private funds, although it will continue to hold residual “side-pocket” interests in a single WHM Hedge Fund having a fair value of approximately $10.96 million as of July 30, 2014. In light thereof, as well as taking into account the combined Fund’s expected operations, risks associated with investments in private funds are not expected to be a principal risk factor for the combined post-Reorganization Fund.

Derivatives Risk. The Fund’s use of derivative instruments (such as options, futures and swaps) could produce disproportionate gains or losses, more than the principal amount invested. Investing in derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments (including, for example, risks associated with the creditworthiness of counterparties). The Fund may also be indirectly exposed to derivatives risk through an underlying fund’s use of such instruments. Under certain market conditions, derivatives may become harder to value or sell at a fair price, and may thus entail liquidity risks.

Anti-Takeover Risk. The Fund’s constituent documents, as amended, include provisions that could limit the ability of other entities or persons to acquire control of the Fund or to change the composition of its Board. Such provisions could limit the ability of stockholders to sell their shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain control of the Fund. These provisions include, for example, mechanisms governing the consideration of certain matters at stockholder meetings and special voting requirements for the approval of certain transactions. The Funds’ Boards are also “classified,” which means that membership of the Boards is divided into separate classes, each class serving staggered terms. Finally, the Horejsi Affiliates (as defined below) will continue to own a substantial portion of the Fund’s common shares and thus may discourage a third party from seeking to obtain control of the Fund. Such structures and share ownership may have the overall effect of making any hostile attempt to take control of a Fund through a proxy contest more difficult.

Convertible Securities Risk. Convertible securities risk is the risk that the market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. A convertible security’s market value, however, also tends to reflect the market price of the common stock of the issuing company when that stock price approaches or is greater than the convertible security’s “conversion price.”

Preferred Securities Risk. Preferred securities may include (i) “hybrid” or taxable preferred securities and (ii) traditional preferred/preference stock. Fully taxable or hybrid preferred securities typically contain provisions that allow an issuer, at its discretion, to defer distributions for up to 20 consecutive quarters. Traditional preferred securities contain provisions that allow an issuer, under certain conditions, to skip (in the case of “noncumulative” preferred securities) or defer (in the case of “cumulative” preferred securities) dividend payments. If a Fund owns a preferred security that is deferring its distributions, the Fund may be required to report income for tax purposes even though it has not received a corresponding cash distribution.

Risk Comparison

The following table provides an overview and comparison of the risks applicable to the Funds. Risks are categorized as “principal risks” (“P”), “non-principal risks” (“NP”) or “not applicable (“NA”).

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ADDITIONAL INFORMATION ABOUT THE FUNDS’ INVESTMENTS

BIF is a registered closed-end, non-diversified management investment company and was incorporated under the laws of the State of Maryland on October 27, 1972.

Investment Objective

BIF. BIF’s investment objective is total return. The Fund’s investment objective is fundamental and may not be changed without a vote of the holders of a majority of voting securities.

BTF. BTF’s investment objective is total return. The Fund’s investment objective is fundamental and may not be changed without a vote of the holders of a majority of voting securities.

DNY. DNY’s investment objective is total return, to the extent consistent with dependable, but not assured, cash flow. The Fund’s investment objective is non-fundamental, and may be changed without a vote of the holders of a majority of voting securities.

FOFI. FOFI’s investment objective is total return. The Fund’s investment objective is non-fundamental, and may be changed without a vote of the holders of a majority of voting securities.

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Investment Strategies

BIF. BIF seeks to produce both income and long-term capital appreciation by investing in a portfolio of equity and debt securities. The Fund invests primarily in common stocks, including dividend paying common stocks such as those issued by utilities, real estate investment trusts or “REITs” and regulated investment companies under the Code. The Fund also invests in fixed income securities such as U.S. government securities, preferred stocks and bonds. The Fund invests primarily in securities of U.S.-based companies and to a lesser extent in foreign equity securities and sovereign debt, in each case denominated in foreign currency. The Fund has no restrictions on its ability to invest in foreign securities. The Fund does not concentrate, as such term is used with respect to Item 8 of Form N-2.

Other than the Fund’s investment objective and fundamental investment policies as set forth in the Statement of Additional Information accompanying this Joint Proxy Statement/Prospectus, the investment strategies and policies described in this section (including any percentage limitations) may be changed by the Board of the Fund without a vote of stockholders.

BTF. Under normal market conditions, BTF intends to invest in a portfolio of common stocks and income securities. The portion of the Fund’s assets invested in each can vary depending on market conditions. The term “common stocks” includes both stocks acquired primarily for their appreciation potential and stocks acquired for their income potential, such as dividend-paying registered investment companies and REITs. The term “income securities” includes bonds, U.S. Government securities, notes, bills, debentures, preferred stocks, convertible securities, bank debt obligations, repurchase agreements and short-term money market obligations. The term “preferred stocks” or “preferreds” includes traditional preferred stocks as well as so-called “hybrid,” or taxable, preferred securities and other similar or related investments.

DNY. DNY invests primarily in common stocks, including dividend paying common stocks such as those issued by utilities, REITs and regulated investment companies under the Code.

FOFI. In the case of FOFI, in 2010, the Fund sought and received stockholder approval of, among other things, a change to FOFI’s investment adviser, which resulted in FOFI investing a substantial portion of assets in WHM Hedge Funds. Under normal market conditions, the balance of FOFI’s assets may be invested primarily in common stocks, including dividend paying common stocks such as those issued by utilities, real estate investment trusts and regulated investment companies. FOFI may also invest in fixed income securities such as U.S. government securities, preferred stocks and bonds.

Portfolio Contents and Additional Investment Policies of the Funds

At any given time, each Fund may invest in some or all of the types of investments, or utilize some or all of the investment policies, described below. The following table indicates whether each such investment type or policy is a principal (“P”) or non-principal (“NP”) investment type or policy of the particular Fund.

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*based on indirect exposure through underlying funds.

Common Stocks. The Fund may invest all or any portion of its assets in common stock. Common stock is defined as shares of a corporation that entitle the holder to a pro rata share of the profits of the corporation, if any, without preference over any other stockholder or class of stockholders, including holders of the corporation’s preferred stock and other senior equity. Common stock usually carries with it the right to vote and frequently an exclusive right to do so. Upon liquidation, holders of common stock also have the right to participate in the assets of the corporation after all other claims are paid.

With respect to the Fund’s common stock portfolio (other than common stocks purchased primarily for their income-producing potential), the Fund’s investment advisers (the “Advisers”) use an “intrinsic value” approach to selecting securities for the Fund’s portfolio. The Advisers define intrinsic value as the discounted value of the cash that can be taken out of a business during its remaining life. Accordingly, in their securities selection process, the Advisers put primary emphasis on analysis of balance sheets, cash flows, the quality of management and its ability to efficiently and effectively allocate capital, and indicators of internal returns (e.g., return on capital) which suggest future profitability and the relationships that these factors have to the price of a given security. The intrinsic value approach is based on the belief that the securities of certain companies may sell at a discount from the Advisers’ estimate of such companies’ “intrinsic value.” The Advisers will attempt to identify and invest in such securities with the expectation that such value discount will narrow over time and thus provide capital appreciation for the Fund. When the Fund makes an investment in the common stock of an issuer, it will likely make a significant investment and typically hold such stock for a long period of time. Over time, the Fund believes that value investing produces superior total returns.

Fixed Income Securities. In seeking its total return objective, the Fund may invest a portion of its assets in U.S. government securities, preferred stocks, bonds and other income producing securities. In selecting such investments, the Advisers consider, among other things, current yield, liquidity, price variability and the underlying fundamental characteristics of the issuer, with particular emphasis on debt to equity and debt coverage ratios.

Fixed income securities include debt obligations issued by the U.S. government and its agencies, corporations, municipalities and other borrowers. The market values of fixed income investments will change in response to interest rate changes and other factors. During periods of falling interest rates, the values of outstanding fixed income securities generally rise. Conversely, during periods of rising interest rates, the values of such securities generally decline. Changes by recognized rating agencies in the rating of any fixed income security and in the ability of an issuer to make payments of interest and principal also affect the value of these investments.

Real Estate Related Companies and REITs. REITs invest primarily in commercial real estate or real estate-related loans. A REIT is not taxed on income distributed to its stockholders or unit-holders if it complies with regulatory requirements relating to its organization, ownership, assets and income, and with a regulatory requirement that it distribute to its stockholders or unit-holders at least 90% of its taxable income for each taxable year. Generally, REITs can be classified as equity REITs, mortgage

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REITs and hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive their income primarily from rents and capital gains from appreciation realized through property sales. Mortgage REITs invest the majority of their assets in real estate mortgages and derive their income primarily from interest payments. Hybrid REITs combine the characteristics of both equity and mortgage REITs. By investing in REITs indirectly through the Fund, stockholders will bear not only the proportionate share of the expenses of the Fund, but also, indirectly, similar expenses of underlying REITs.

The Fund may be subject to certain risks associated with the direct investments of the REITs in which it invests. REITs may be affected by changes in their underlying properties and by defaults by borrowers or tenants. Mortgage REITs may be affected by the quality of the credit extended. Furthermore, REITs are dependent on specialized management skills. Some REITs may have limited diversification and may be subject to risks inherent in financing a limited number of properties. REITs depend generally on their ability to generate cash flow to make distributions to stockholders or unit-holders, and may be subject to defaults by borrowers and to self-liquidations. In addition, a REIT may be affected by its failure to qualify for tax-free pass-through of income under the Code or its failure to maintain exemption from registration under the 1940 Act.

Registered Investment Companies. The Fund may invest in securities issued by other registered investment companies subject to such limitations, restrictions and conditions as imposed by Federal law. The common stock of closed-end registered investment companies can trade at a substantial discount to the underlying NAV of the registered investment company and the Fund may, from time to time, invest in common stocks issued by registered investment companies when they are trading at discounts or when market conditions are deemed appropriate. Registered investment companies that pay regular dividends typically own interest rate sensitive securities, which tend to increase in value when interest rates decline, and decrease in value when interest rates increase. To the extent that the Fund invests in registered investment companies, the Fund’s stockholders will incur expenses with respect to both the Fund and that portion of the Fund’s assets invested in other registered investment companies.

Preferred Stocks. The Fund may invest in preferred securities, including preferred securities issued by registered investment companies. Preferred securities are equity securities, but they have many characteristics of fixed income securities, such as a fixed dividend payment rate and/or a liquidity preference over the issuer’s common shares. However, because preferred securities are equity securities, they may be more susceptible to risks traditionally associated with equity investments than fixed income securities. Unlike common stock, preferred securities typically do not have voting rights.

Fixed rate preferred stocks have fixed dividend rates. They can be perpetual, with no mandatory redemption date, or issued with a fixed mandatory redemption date. Certain issues of preferred stock are convertible into other equity securities. Perpetual preferred stocks provide a fixed dividend throughout the life of the issue, with no mandatory retirement provisions, but may be callable. Sinking fund preferred stocks provide for the redemption of a portion of the issue on a regularly scheduled basis with, in most cases, the entire issue being retired at a future date. The value of fixed rate preferred stocks can be expected to vary inversely with interest rates.

The Fund may, from time to time, invest in preferred securities that are rated, or whose issuer’s senior debt is rated, investment grade by Moody’s and Standard & Poor’s (“S&P”) at the time of investment, although the Fund is not limited to investments in investment grade preferred securities. In addition, the Fund may acquire unrated issues deemed to be comparable in quality to rated issues in which the Fund is authorized to invest.

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Money Market Instruments. Under normal market conditions, the Fund will have 20% or less of its total assets in cash or cash equivalents. The Fund may, for temporary defensive purposes, allocate a higher portion of its assets to cash and cash equivalents. For this purpose, cash equivalents consist of, but are not limited to, short-term (less than twelve months to maturity) U.S. government securities, certificates of deposit and other bank obligations, investment grade corporate bonds, other debt instruments and repurchase agreements. When the Fund takes temporary defensive positions it may have difficulty achieving its investment objective.

Money market instruments that the Fund may acquire usually will be securities rated in the highest short-term rating category by Moody’s or S&P or the equivalent from another major rating service, or securities of issuers that have received such ratings with respect to other short-term debt or comparable unrated securities. Money market instruments in which the Fund typically expects to invest include: government securities (as described below); bank obligations (including certificates of deposit, time deposits and bankers’ acceptances of U.S. or foreign banks); commercial paper rated P-l by Moody’s or A-1 by S&P and repurchase agreements.

Repurchase Agreements. The Fund may invest temporarily, without limitation, in repurchase agreements, which are agreements pursuant to which securities are acquired by the Fund from a third party with the understanding that they will be repurchased by the seller at a fixed price on an agreed date. These agreements may be made with respect to any of the portfolio securities in which the Fund is authorized to invest. Repurchase agreements may be characterized as loans secured by the underlying securities. The Fund may enter into repurchase agreements with (i) member banks of the Federal Reserve System having total assets in excess of $500 million and (ii) securities dealers, provided that such banks or dealers meet certain creditworthiness standards established by the Board. The resale price reflects the purchase price plus an agreed-upon market rate of interest which is unrelated to the coupon rate or date of maturity of the purchased security. The collateral is marked to market daily. Such agreements permit the Fund to keep all its assets earning interest while retaining “overnight” flexibility in pursuit of investments of a longer term nature.

Government Securities. The Fund may invest in securities that include direct obligations of the United States issued by U.S. government agencies and instrumentalities, referred to as government securities. Included among direct obligations of the United States are treasury bills, treasury notes and treasury bonds, which differ principally in terms of their maturities and are supported by the full faith and credit of the U.S. government. Securities issued by U.S. government agencies and instrumentalities include other securities that are supported by the full faith and credit of the United States (such as Government National Mortgage Association certificates); securities that are supported by the right of the issuer to borrow from the U.S. Treasury (such as securities of Federal Home Loan Banks); and securities that are supported by the credit of the instrumentality (such as Federal National Mortgage Association and Federal Home Loan Mortgage Corporation bonds). No assurance can be given that the U.S. government will provide financial support in the future to U.S. government agencies, authorities or instrumentalities that are not supported by the full faith and credit of the United States. Securities guaranteed as to principal and interest by the U.S. government, its agencies, authorities or instrumentalities include (i) securities for which the payment of principal and interest is backed by an irrevocable letter of credit issued by the U.S. government or any of its agencies, authorities or instrumentalities; and (ii) participations in loans made to non-U.S. governments or other entities that are so guaranteed. The secondary market for certain of these participations is limited and therefore may be regarded as illiquid.

Short Sales. The Fund may make short sales of securities in order to reduce market exposure and/or to increase its income if at all times when a short position is open, the Fund owns an equal or greater amount of such securities or owns preferred stock, debt or warrants convertible or exchangeable into an equal or greater number of the shares of common stocks sold short. Short sales of this kind are referred to as short sales “against the box.” The broker-dealer that executes a short sale generally invests the cash proceeds of

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the sale until they are paid to the Fund. Arrangements may be made with the broker-dealer to obtain a portion of the interest earned by the broker on the investment of short sale proceeds. The Fund will segregate the securities against which short sales against the box have been made in a special account with its custodian.

Illiquid Securities. The Fund may invest in illiquid securities. Historically, illiquid securities have included securities subject to contractual or legal restrictions on resale because they have not been registered under the Securities Act of 1933, as amended (“1933 Act”), securities which are otherwise not readily marketable and repurchase agreements having a maturity of longer than seven days. Restricted securities are securities that may not be sold freely to the public absent registration under the 1933 Act, or an exemption from registration. The Board has delegated the function of making day-to-day determinations of liquidity to the Advisers pursuant to guidelines approved by the Board.

Derivatives. The Fund may invest in derivatives which are financial contracts whose values depend on, or are derived from, the values of underlying assets, reference rates, or indices. To manage risk or enhance returns, the Fund may invest in derivatives including options and futures and swap agreements. The Fund may invest in futures contracts on equity and debt securities, equity and debt indices and commodities. The Fund may invest in option contracts on equity and debt securities, equity and debt indices, commodities and futures.

When-Issued, Delayed Delivery and Forward Commitment Transactions. The Fund may purchase and sell securities, including government securities, on a when-issued, delayed delivery or forward commitment basis. Typically, no income accrues on securities the Fund has committed to purchase prior to the time delivery of the securities is made, although the Fund may earn income on securities it has segregated.

Zero Coupon Securities. The Fund may invest up to 10% of its total assets in zero coupon securities issued by the U.S. government, its agencies or instrumentalities, as well as custodial receipts or certificates underwritten by securities dealers or banks that evidence ownership of future interest payments, principal payments or both on certain government securities. Zero coupon securities pay no cash income to their holders until they mature and are issued at substantial discounts from their value at maturity. When held to maturity, their entire return comes from the difference between their purchase price and their maturity value. Because interest on zero coupon securities is not paid on a current basis, the values of securities of this type are subject to greater fluctuations than are the values of securities that distribute income regularly and may be more speculative than such securities. Accordingly, the values of these securities may be highly volatile as interest rates rise or fall. In addition, the Fund’s investments in zero coupon securities will result in special tax consequences. Although zero coupon securities do not make interest payments, for tax purposes a portion of the difference between a zero coupon security’s maturity value and its purchase price is taxable income of the Fund each year.

Leverage. The Fund may utilize leverage through borrowings or through the issuance of preferred stock or other senior securities.

Additional Policies of the Acquiring Fund

Lending Of Securities. The Fund is authorized to lend securities it holds to brokers, dealers and other financial organizations. Loans of the Fund’s securities, if and when made, may not exceed 33-1/3% of the Fund’s total assets. The Fund’s loans of securities will be collateralized by cash, letters of credit or Government Securities that will be maintained at all times in a segregated account with the Fund’s custodian in an amount at least equal to the current market value of the loaned securities.

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By lending its portfolio securities, the Fund can increase its income by continuing to receive interest on the loaned securities, by investing the cash collateral in short-term instruments or by obtaining yield in the form of interest paid by the borrower when government securities are used as collateral. The risk in lending portfolio securities, as with other extensions of credit, consists of the possible delay in recovery of the securities or the possible loss of rights in the collateral should the borrower fail financially. The Fund will adhere to the following conditions whenever it lends its securities: (i) the Fund must receive at least 100% cash collateral or equivalent securities from the borrower, which will be maintained by daily marking-to-market; (ii) the borrower must increase the collateral whenever the market value of the securities loaned rises above the level of the collateral; (iii) the Fund must be able to terminate the loan at any time; (iv) the Fund must receive reasonable interest on the loan, as well as any dividends, interest or other distributions on the loaned securities and any increase in market value; (v) the Fund may pay reasonable fees approved by its board, including, for example, fees to (a) the custodian in connection with support of the lending activities, (b) the loan or placing broker for arranging the securities loan, and/or (c) the borrower for participating in the loan transaction; and (vi) voting rights on the loaned securities may pass to the borrower, except that, if a material event adversely affecting the investment in the loaned securities occurs, the Board must terminate the loan and regain the Fund’s right to vote the securities.

Portfolio Turnover. It is not the Fund’s policy to engage in transactions with the objective of seeking profits from short-term trading. It is expected that the annual portfolio turnover rate of the Fund will be less than 50% excluding securities having a maturity of one year or less. Because it is difficult to accurately predict portfolio turnover rates, actual turnover may be higher or lower. Higher portfolio turnover results in increased Fund expenses, including brokerage commissions, dealer mark-ups and other transaction costs on the sale of securities and on the reinvestment in other securities. The Fund may also invest in registered investment companies which also may not be limited in their portfolio trading activity. Higher turnover rates generally result in correspondingly greater brokerage commissions and other transactional expenses which may be borne by the Fund, directly or through its investment in registered investment companies.

INFORMATION ABOUT THE REORGANIZATIONS

Terms of the Reorganizations

With respect to the Reorganizations, the Agreement provides for: (i) the Acquiring Fund’s acquisition of all of the assets of each Acquired Fund, in exchange solely for newly issued common shares, $0.01 par value per share, of the Acquiring Fund (“Acquiring Fund Shares”) and the assumption by the Acquiring Fund of all the liabilities of the Acquired Funds; and (ii) the distribution, after the closing, of Acquiring Fund Shares to the Acquired Fund stockholders and the termination, dissolution and complete liquidation of the Acquired Funds, all upon the terms and conditions set forth in the Agreement. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Acquired Fund stockholders, and representing the respective pro rata number of Acquiring Fund Shares due to such stockholders.

The number of Acquiring Fund Shares to be issued in exchange for each Acquired Fund’s net assets shall be determined by dividing the value of the Acquired Fund’s net assets by the net asset value per Acquiring Fund Share. No fractional Acquiring Fund Shares will be issued to an Acquired Fund’s stockholders and, in lieu of such fractional shares, an Acquired Fund’s stockholder will receive cash.

As a result of the Reorganizations, the assets of the Acquiring Fund and each Acquired Fund would be combined, and the stockholders of each Acquired Fund would become stockholders of the Acquiring Fund. Following the Reorganizations, each Acquired Fund would terminate its registration as an investment company under the 1940 Act. The Acquiring Fund will continue to operate after the Reorganizations as a registered closed-end, non-diversified, management investment company with the investment objectives and policies described in this Joint Proxy Statement/Prospectus.

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Valuation of Assets and Liabilities. If the Reorganizations are approved and the other closing conditions are satisfied or waived, the value of the net assets of an Acquired Fund will be the value of its assets, less its liabilities, computed as of the close of regular trading on the NYSE on the business day immediately prior to the Closing Date.

Distributions. Each Acquired Fund will on or before the Valuation Date (as such term is defined in the Agreement) (i) declare a dividend in an amount large enough so that it will have declared dividends of substantially all of its investment company taxable income and net capital gain, if any, for such taxable year (determined without regard to any deduction for dividends paid) and (ii) distribute such dividend.

Expenses. Expenses incurred in connection with the Reorganizations will be paid by the Acquired Funds and the Acquiring Fund, allocated pro rata among the Funds based on each Fund’s respective net asset value at the time such expenses are incurred. If the Reorganizations are not approved, each Fund will be responsible for a pro rata portion of any outstanding unpaid expenses incurred in connection with the Reorganizations based on each Fund’s respective net asset value as of the date the Boards determine to cease pursuing the Reorganizations. Reorganization expenses include, without limitation: (a) expenses associated with the preparation and distribution of materials distributed to each Fund’s Board; (b) expenses incurred in connection with the preparation and filing of the Agreement and the registration statement on Form N-14; (c) expenses incurred in connection with the printing and distribution of this Joint Proxy Statement/Prospectus and any other proxy materials distributed to stockholders; (d) SEC and state securities commission filing fees; (e) legal and audit fees in connection with the Reorganizations; (f) legal fees incurred preparing each Fund’s Board materials, attending each Fund’s Board meetings and preparing the minutes; (g) auditing fees associated with each Fund’s financial statements; (h) stock exchange fees; (i) transfer agency fees; (j) portfolio transfer taxes (if any); (k) solicitation costs of the transactions; and (l) any similar expenses incurred in connection with the Reorganizations.

Alliance Shareholder Communications has been engaged as the Funds’ proxy solicitor with respect to the solicitation of proxies in connection with this Joint Proxy Statement/Prospectus.

The management of the Funds estimates the amount of expenses the Funds would incur to be approximately $1,085,770.

Amendments. The Agreement may be amended as mutually agreed upon in writing by the officers of the Acquiring Fund and the Acquired Fund and as specifically authorized by their Boards.

Maryland Law. Under Maryland law, stockholders of a corporation whose shares are traded publicly on a national securities exchange, such as BIF, BTF and DNY, are not entitled to demand the fair value of their shares upon a merger; therefore, the holders of BIF, BTF and DNY’s common shares will be bound by the terms of the Reorganizations, if approved. Under current Maryland law, this does not apply to FOFI. However, if Proposal 1 is approved prior to the consideration of Proposals 2-5, stockholders of FOFI will likewise not be entitled to demand the fair value of the shares in connection with the Reorganizations, and holders of FOFI common shares will be bound by the terms of the Reorganizations, if approved. However, any holder of BIF, BTF or DNY’s common shares may sell his or her common shares on the NYSE (or, in the case of FOFI, over-the-counter) at any time prior to the Reorganizations.

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Board Consideration of the Reorganizations

Following discussions at meetings held on May 10, July 29, August 5, October 30 and November 4, 2013, each Fund’s Board determined that the proposed Reorganizations would be in the best interest of the respective Fund. At each of its regular quarterly meetings since November 4, 2013, each Fund’s Board has discussed the proposed Reorganization and has affirmed its determination that the Fund should proceed with the proposed Reorganization. Before reaching these conclusions, the Board of each Fund, including the Independent Directors, engaged in a thorough review process relating to the proposed Reorganizations. To assist the Board in its evaluation of the proposed Reorganizations, each Fund’s Board received a memorandum from counsel to the Funds discussing the factors generally regarded as appropriate to consider in evaluating fund reorganizations and the duties of directors in approving such transactions. Each Board also requested and received various information and materials relating to the proposed Reorganizations. The primary factors considered by the Board of Directors of each Fund with regard to the Reorganizations included, but were not limited to, the following:

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The Boards also considered certain potential countervailing factors, including but not limited to the following:

In considering the approval of the Agreement, the Boards did not identify any factor as all-important or all-controlling and instead considered these factors collectively in light of each Fund’s surrounding circumstances. After evaluating information provided by, among others, the Advisers, and considering the above factors and based on the deliberations and its evaluation of the information provided to it, each Board, including each Board’s Independent Directors, unanimously concluded with respect to its particular Fund that:

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Federal Income Tax Consequences

The following is a summary of certain U.S. federal income tax consequences of the Reorganizations. The discussion is based upon the Code, Treasury Regulations, court decisions, published positions of the U.S. Internal Revenue Service (the “IRS”) and other applicable authorities, all as in effect on the date hereof and all of which are subject to change or different interpretations (possibly with retroactive effect). The discussion is limited to U.S. persons who hold common shares of the Funds as capital assets for U.S. federal income tax purposes (generally, assets held for investment). This summary does not address all of the U.S. federal income tax consequences that may be relevant to a particular stockholder or to stockholders who may be subject to special treatment under U.S. federal income tax laws. No ruling has been or will be sought or obtained from the IRS regarding any matter related to the Reorganizations. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax aspects described below. Each Fund’s stockholders should consult their own tax advisers regarding the U.S. federal income tax consequences of the Reorganizations, as well as the effects of state, local and non-U.S. tax laws, including possible changes in tax law.

It is a condition to the closing of the Reorganizations that the Funds receive an opinion from Paul Hastings LLP as of the Closing Date that the Reorganizations will each qualify as a “reorganization” within the meaning of Section 368 of the Code. The following U.S. federal income tax consequences result from the Reorganizations qualifying as such:

The Acquiring Fund intends to continue to be taxed under the rules applicable to regulated investment companies as defined in Section 851 of the Code, which are the same rules applicable to each Acquired Fund and its stockholders.

After the Reorganizations, the combined Acquiring Fund’s ability to use the Acquired Funds’ or the Acquiring Fund’s pre-Reorganization capital losses may be limited under certain federal income tax rules applicable to reorganizations of this type. As of the dates indicated below, the Funds had capital loss carryforwards as follows:

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Preferred Securities

As of the date of this Joint Proxy Statement/Prospectus, none of BIF, BTF or FOFI has any outstanding preferred securities. DNY currently has outstanding 878 Series A Auction Preferred Shares (“DNY ARPS”), with a par value of $0.0001 per share, a liquidation preference of $25,000 per share, and with total liquidation value of $21,950,000. The DNY ARPS are not listed on an exchange.

Under the terms of the Articles Supplementary relating to the DNY ARPS, DNY may redeem some or all of the DNY ARPS on the second business day preceding any dividend payment date for such shares, at a redemption price equal to $25,000 plus an amount equal to accumulated but unpaid dividends thereon, subject to notice and other conditions set forth in the Articles Supplementary. At its meeting held on February 7, 2014, the Board of DNY approved the redemption of all of the outstanding DNY ARPS, contingent on stockholder approval of the Reorganizations.

If the Reorganizations are approved by the stockholders of the Funds, it is anticipated that notice of redemption will be given to DNY ARPS holders after the Special Meeting and all of the outstanding DNY ARPS will be redeemed prior to the Closing Date. In other words, holders of DNY ARPS will not become preferred stockholders of the combined BIF as a result of the Reorganizations. Redemption of the DNY ARPS is expected to be consummated within the few weeks prior to the Closing Date. At that time, DNY ARPS holders will be paid the redemption price of the ARPS (i.e., $25,000 per share) plus any accrued but unpaid dividends. DNY will use cash on hand or borrowings from a bank line of credit to redeem the DNY ARPS. Although, there are no other costs or expenses anticipated with respect to the DNY ARPS redemption, if DNY uses bank borrowings for any portion of the redemption proceeds, the DNY will incur interest charges on such borrowings.

Holders of DNY ARPS shall be entitled, with respect to Proposal 4, to one vote for each DNY ARPS held by such holder, and shall vote together with holders of DNY common stock as a single class.

Dividends and Distributions

The current dividend and distribution policy of the Acquiring Fund will be the dividend and distribution policy for the combined Acquiring Fund. The dividend and distribution policies of the Acquired Funds are substantially the same as those of the Acquiring Fund. The Acquiring Fund intends to continue its current policy of distributing substantially all net investment income and net realized capital gains, which amount may vary year to year depending on net income and realized capital gains. The Acquiring Fund’s net investment income consists of all dividend and interest income accrued on portfolio assets less all expenses of the Acquiring Fund.

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In 2008, the Acquiring Fund was granted exemptive relief under Section 6(c) of the 1940 Act allowing it to make distributions of long-term capital gains as frequently as twelve times per year with respect to its outstanding common stock, and as frequently as distributions are specified by or in accordance with the terms of any outstanding preferred stock, under Section 19(b) of the 1940 Act. Such a distribution program is referred to as a “managed distribution” and, in the case of the Acquiring Fund, is subject to approval, suspension or termination in the discretion of the Board, as well as the terms of the exemptive order. As of the date of this Joint Proxy Statement/Prospectus, the Board has determined not to implement a managed distribution program for the Acquiring Fund, although it has the authority and discretion to do so at any time.

Each Acquired Fund will on or before the Valuation Date (as such term is defined in the Agreement) (i) declare a dividend in an amount large enough so that it will have declared dividends of substantially all of its investment company taxable income and net realized capital gain, if any, for such taxable year (determined without regard to any deduction for dividends paid) and (ii) distribute such dividend.

Material Differences between Rights of Stockholders

The Acquiring Fund, and each of the Acquired Funds, is organized as a Maryland corporation. Each of the Acquiring Fund and the Acquired Funds only has one class of shares currently outstanding, with the exception of DNY, which has common and preferred shares outstanding.

Under Maryland law, stockholders of a corporation whose shares are traded publicly on a national securities exchange (e.g., NYSE or NASDAQ) are not entitled to demand the fair value of their shares upon a merger. Although this would apply to BIF, BTF and DNY (all NYSE listed companies), FOFI is not traded on a “national securities exchange” but rather is traded “over the counter”. As a consequence, and absent approval of Proposal 1, FOFI stockholders would be entitled to dissent and demand fair value (cash) for their shares.

Capitalization

The following table sets forth the unaudited capitalization of the Funds as of May 31, 2014, and the pro forma combined capitalization of the combined Acquiring Fund as if the Reorganizations had occurred on that date. The table reflects pro forma exchange ratios of approximately 2.969 common shares of BIF issued for each common share of BTF, approximately 2.519 common shares of BIF issued for each common share of DNY, and approximately 1.138 common shares of BIF issued for each common share of FOFI. If the Reorganizations are consummated, the actual exchange ratios may vary.

* Assuming the Reorganization as of May 31, 2014 of First Opportunity Fund, Inc., The Denali Fund Inc., and Boulder Total Return Fund, Inc. with and into Boulder Growth & Income Fund, Inc.

** The adjustment is made to show the reduction of net assets due to expenses incurred related to the Reorganization.

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Required Vote

Stockholder approval of Proposals 2 - 4 requires, with respect to each particular Fund, the affirmative vote of a majority of the votes entitled to be cast in each instance. As noted above, holders of DNY ARPS and holders of DNY common shares will vote on Proposal 4 together as a single class.

Approval of Proposal 5 requires the affirmative vote of a majority of the votes cast.

The closing of each Reorganization is contingent upon the closing of all Reorganizations. In order for the Reorganizations to occur, each Fund must obtain the requisite stockholder approvals. In addition, the Boards have determined that the closing of the Reorganizations shall be contingent upon stockholder approval of Proposal 6 (elimination of the BIF fundamental investment policy limiting the ability to invest more than 4% of total assets in any single issuer) as well as Proposal 1 (eliminating the right to demand fair value upon reorganization of FOFI with another affiliated fund). Because the closing of the Reorganizations is contingent on all of the Acquired Funds and the Acquiring Fund satisfying (or obtaining the waiver of) their respective closing conditions, if one or more of the other Funds do not obtain their requisite stockholder approvals or satisfy their closing conditions, it is possible that a Fund’s Reorganization will not occur, even if stockholders of the Fund approve the Reorganization and the Fund satisfies all of its closing conditions.

MANAGEMENT OF THE FUNDS

Information About Directors and Officers

The business and affairs of the Funds are managed under the direction of each Fund’s Board. Information pertaining to the directors and officers of the Funds is set forth in the Reorganization SAI, which is incorporated by reference herein.

Investment Advisers

Stewart West Indies Trading Co. Ltd. (“Stewart Investment Advisers” or “SIA”)

SIA is located at Bellerive House, Queen Street, St. Peter, Barbados, and currently serves as co- investment adviser to each Fund. If the Reorganizations are completed, it is anticipated that SIA will continue to serve as co-investment adviser to the combined BIF. SIA has served as an adviser to BIF since January 2002, to FOFI since June 2010, to BTF since August 1999 and to DNY since October 2007. In accordance with its investment advisory agreements with those Funds, SIA, subject to the supervision and direction of the respective Boards, is responsible for management of each Fund’s portfolio on a discretionary basis in accordance with applicable investment objectives and policies, making investment decisions and exercising voting rights, placing purchase and sale orders on behalf of the Fund, employing, at its own expense, portfolio managers and analysts, determining the portion of assets to be invested in various asset classes, and determining the portion of assets to be leveraged, among other things.

SIA is organized as a Barbados international business company and is an SEC-registered investment adviser. SIA was incorporated on November 12, 1996. SIA is wholly owned by the Stewart West Indies Trust, an irrevocable trust domiciled in Alaska (“SWIT”) and established by Stewart Horejsi, the chief

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investment officer of SIA, for the benefit of his issue. SWIT’s address is c/o Alaska Trust Company, Resolution Plaza, 1029 West Third Avenue, Suite 400, Anchorage, Alaska 99501. Mr. Horejsi is not a beneficiary under SWIT. However, John S. Horejsi and Susan L. Ciciora, Mr. Horejsi’s son and daughter, respectively, and “interested” directors of one or more of the Funds, are discretionary beneficiaries under SWIT and thus, as a result of this relationship, may directly or indirectly benefit from a relationship between SIA and the Funds.

SIA is not domiciled in the United States and substantially all of its assets are located outside the United States. As a result, it may be difficult to realize judgments of courts of the United States predicated upon civil liabilities under federal securities laws of the United States. BIF has been advised that there is substantial doubt as to (i) the enforceability in Barbados of such civil remedies and criminal penalties as are afforded by the federal securities laws of the United States; (ii) whether the appropriate foreign courts would enforce judgments of United States courts obtained in actions against SIA predicated upon the civil liability provisions of the federal securities laws; and (iii) whether a Barbados court would enforce, in an original action, liabilities against SIA predicated solely on federal securities laws. Pursuant to the advisory agreement between SIA and BIF, SIA has appointed the secretary of the Fund (presently Stephanie Kelley in Boulder, Colorado) as its agent for service of process in any legal action in the United States, thus subjecting it to the jurisdiction of the United States courts.

Rocky Mountain Advisers, LLC (“RMA”)

RMA is located at 2344 Spruce Street, Suite A, Boulder, Colorado 80302, and currently serves as co- investment adviser to FOFI. If the Reorganizations are completed, it is anticipated that RMA will serve as co-investment adviser to the combined BIF. RMA is an Alaska limited liability company and an SEC-registered investment adviser, and has served as an adviser to FOFI since June 2010.

In accordance with its investment advisory agreement with FOFI, RMA, subject to the supervision and direction of the Board, is responsible for management of the Fund’s portfolio on a discretionary basis in accordance with applicable investment objectives and policies, making investment decisions and exercising voting rights, placing purchase and sale orders on behalf of the Fund, employing, at its own expense, portfolio managers and analysts, determining the portion of assets to be invested in various asset classes, and determining the portion of assets to be leveraged, among other things.

RMA is wholly owned by the Susan L. Ciciora Trust, an irrevocable trust domiciled in Alaska (“SLCT”) and established by Susan L. Ciciora for the benefit of her sibling (John S. Horejsi) and her issue. SLCT’s address is c/o Alaska Trust Company, Resolution Plaza, 1029 West Third Avenue, Suite 400, Anchorage, Alaska 99501. Neither Mr. Stewart Horejsi nor Ms. Ciciora are beneficiaries under the SLCT. However, John S. Horejsi, Mr. Stewart Horejsi’s son and Ms. Ciciora’s sibling, is an “interested” director of one or more of the Funds and is a discretionary beneficiary under SLCT. Thus, as a result of this relationship, Mr. John Horejsi may directly or indirectly benefit from a relationship between RMA and the Funds.

Boulder Investment Advisers, LLC (“BIA”)

BIA is located at 2344 Spruce Street, Suite A, Boulder, Colorado 80302 and currently serves as co-investment adviser to BIF, BTF and DNY. BIA was formed on April 8, 1999 as a Colorado limited liability company. BIA has served as an adviser to BIF since January 2002, to BTF since August 1999 and to DNY since October 2007. In accordance with its investment advisory agreements with those Funds, BIA, subject to the supervision and direction of the respective Boards, is responsible for management of each Fund’s portfolio on a discretionary basis in accordance with applicable investment objectives and policies, making investment decisions and exercising voting rights, placing purchase and sale orders on behalf of the Fund, employing, at its own expense, portfolio managers and analysts, determining the portion of assets to be invested in various asset classes, and determining the portion of assets to be leveraged, among other things.

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If the Reorganizations are completed, it is anticipated that BIA will no longer serve as an investment adviser to any of the Funds.

Advisory Fees

With respect to advisory services provided to BIF, BTF and DNY, and pursuant to advisory agreements dated April 26, 2002, April 26, 2002, and February 22, 2008, respectively, SIA and BIA are, as a group, entitled to an advisory fee computed at the annual rate of 1.25% of the value of each respective Fund’s average monthly net assets plus leverage, subject to a temporary fee waiver of 0.10%. Advisory fees received from BIF, BTF and DNY are currently split between SIA and BIA in a 25%/75% proportion.

With respect to advisory services provided to FOFI, and pursuant to co-advisory agreements dated June 1, 2010, SIA and RMA are, as a group, entitled to an advisory fee computed at the annual rate of 1.25% of the value of the Fund’s average monthly net assets plus leverage. Advisory fees received from FOFI are split between SIA and RMA in a 25%/75% proportion. RMA and SIA have agreed to waive that portion of their fees equal to up to 1.00% of FOFI’s assets invested in any WHM Hedge Fund to offset any asset based fees (but not any performance-based fees) paid to Wellington Management with respect to FOFI’s assets invested in any WHM Hedge Fund (the “Hedge Fund Waiver”). Additionally, RMA and SIA agreed to a temporary fee waiver of 0.10% applied to the non-hedge fund portion of the portfolio such that the advisory fee will be calculated at the annual rate of 1.15% with respect to non-hedge fund assets.

If the Reorganizations are completed, and provided that Proposal 7 and Proposal 8 are approved, it is anticipated that the combined Acquiring Fund will enter into new advisory agreements with SIA and RMA (the “Advisers”). Under the terms of the New Advisory Agreements (subsequently defined herein), the total advisory fee will be 1.00% on average monthly net assets plus leverage. Because the Acquiring Fund will be traded on the NYSE and thus prohibited from investing in private funds, the Hedge Fund Waiver will not be applicable to the Acquiring Fund. Under the New Advisory Agreements, advisory fees will be split between SIA and RMA in a 25%/75% proportion.

A discussion of the basis for the Acquiring Fund Board’s approval of the New Advisory Agreements with SIA and RMA was included in the Acquiring Fund’s annual report to stockholders for the year ended November 30, 2013.

Portfolio Managers of the Funds

Additional information about the portfolio managers, including information about other accounts managed, ownership of securities and portfolio manager compensation, is set forth in the Reorganization SAI, which is incorporated herein by reference.

Stewart R. Horejsi. Mr. Horejsi has served as a portfolio manager of BIF since 2002, BTF since 1999, DNY since 2007 and FOFI since 2010. Mr. Horejsi serves as the chief investment officer and a portfolio manager for RMA, BIA and SIA. In these roles, Mr. Horejsi is jointly responsible for the day-to-day portfolio management of the Funds. Prior to founding the above advisers, Mr. Horejsi spent most of his life managing his family’s businesses and investments. Since the early 1990s, his primary focus has been directing and managing the investments of trusts and business entities associated with the Horejsi family (together with Mr. Horejsi and members of his family, the “Horejsi Affiliates”). From 1982 through 1999, Mr. Horejsi was General Manager of Brown Welding Supply. Mr. Horejsi formerly served as a director of BTF (previously known as Preferred Income Management Fund). Mr. Horejsi is also President and a director of the Horejsi Charitable Foundation, Inc., a South Dakota non-profit corporation

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and private foundation. Mr. Horejsi also serves as the financial consultant with respect to assets held by certain family trusts which are included in the Horejsi Affiliates, for which he is personally paid a quarterly consulting fee. Mr. Horejsi holds an M.A. in Economics from Indiana University and a B.S. in Industrial Management from University of Kansas.

Brendon Fischer, Chartered Financial Analyst (“CFA”). Mr. Fischer has served as a portfolio manager of BIF, BTF, DNY and FOFI since 2012. Mr. Fischer serves as an assistant investment officer and a portfolio manager for BIA and RMA. In these roles, Mr. Fischer is jointly responsible for the day-to-day portfolio management of the Funds. Prior to joining BIA and RMA, Mr. Fischer was an associate and senior analyst with H.I.G. WhiteHorse in Dallas, Texas from 2005 until 2012. Prior to joining H.I.G. WhiteHorse, he was a senior analyst with Ulland Investment Advisors in Minneapolis, MN from 2000 to 2003. Mr. Fischer is also a volunteer firefighter with the Four Mile Fire Department. Mr. Fischer holds an M.B.A from the University of Texas at Austin and a B.A. in Economics from Carleton College. Mr. Fischer is also a CFA^® charterholder.

Joel Looney, Certified Financial Planner (“CFP”). Mr. Looney has served as a portfolio manager of BIF, BTF, DNY and FOFI since October 2013. Mr. Looney serves as an assistant investment officer and a portfolio manager for BIA and RMA. In these roles Mr. Looney is jointly responsible for the day-to-day portfolio management of the Funds. He also manages a number of accounts for private clients. Mr. Looney is currently a director and chairman of the Boards of BIF, BTF, DNY and FOFI. Prior to joining BIA and RMA, Mr. Looney was a registered representative with VSR Financial Services, Inc. of Overland Park, Kansas, an investment management firm (2007 to 2013). From 1999 to 2013, he was a principal and partner with Financial Management Group, LLC, an investment management firm in Salina, Kansas (“FMG”). Prior to his position with FMG, Mr. Looney was vice president and CFO for Bethany College in Lindsborg, Kansas (1995 to 1999) and also served as vice president and CFO for St. John’s Military School in Salina, Kansas (1986 to 1995). From the late 1980s until January, 2001, Mr. Looney served, without compensation, as one of three trustees of the Mildred B. Horejsi Trust, one of the Horejsi Affiliates. Mr. Looney holds a B.S. from Marymount College and an MBA from Kansas State University. Mr. Looney is a CFP charterholder and also holds a FINRA-approved Series 7, Series 63 Uniform State Law and Series 65 Uniform Investment Adviser Law certifications.

Code of Ethics

Pursuant to Rule 17j-1 under the 1940 Act, each Fund and each Adviser have adopted codes of ethics that permit their respective personnel to invest in securities for their own accounts, including securities that may be purchased or held by the Funds. All personnel must place the interests of clients first and avoid activities, interests and relationships that might interfere with the duty to make decisions in the best interests of the clients. All personal securities transactions by employees must adhere to the requirements of their respective codes and must be conducted in such a manner as to avoid any actual or potential conflict of interest, the appearance of such a conflict, or the abuse of an employee’s position of trust and responsibility.

The Funds’ Code of Ethics can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at (202) 942-8090. The Funds’ Code of Ethics is also available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov, and, upon payment of a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov or by writing the SEC’s Public Reference Section, Washington, D.C. 20549-0102.

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Proxy Voting

Each Adviser’s Proxy Voting Policies and Procedures govern how proxies relating to each Fund’s portfolio securities are voted and are attached as Exhibit B to this Joint Proxy Statement/Prospectus. Information regarding how each Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available without charge (i) by calling 303-449-0426, (ii) on each Fund’s website at www.boulderfunds.net and (iii) on the SEC’s website at http://www.sec.gov.

ADDITIONAL INFORMATION ABOUT THE FUNDS

Beneficial Ownership

Security Ownership of Certain Beneficial Owners

To each Fund’s knowledge, as of the Record Date, no person beneficially owned more than 5% of the Fund’s respective outstanding shares, except as set forth below.

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With respect to each Fund, as of the Record Date, Cede & Co., a nominee partnership of the Depository Trust Company, held of record, but not beneficially, the following shares:

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Security Ownership of Management

The EH Trust and the Lola Trust hold 27.65% and 6.24%, respectively, of the Acquiring Fund’s outstanding shares and are the Acquiring Fund’s largest stockholders. The EH Trust and the Lola Trust have each asserted, and the Acquiring Fund has acknowledged, that the EH Trust and the Lola Trust are “control persons” as contemplated by the 1940 Act. As indicated in the preceding notes, the trustees of each of the EH Trust and the Lola Trust are ATC, Larry L. Dunlap and Susan L. Ciciora, Stewart Horejsi’s daughter (the trustees are referred to as the “EH Trustees” and the “Lola Trustees” as applicable). The EH Trustees and the Lola Trustees may also be deemed to be control persons by virtue of their trusteeship with the EH Trust and the Lola Trust, respectively. Because SWIT owns 98% of the outstanding voting shares of ATC, it may be deemed indirectly to be a control person by virtue of its ownership of ATC.

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As discussed above, the EH Trust and the Lola Trust own 27.65% and 6.24%, respectively, of the Acquiring Fund’s common stock, are “control persons” as contemplated under the 1940 Act and are affiliated with entities who own the Advisers and FAS (i.e., the Horejsi Affiliates). As large stockholders, the EH Trust and the Lola Trust are able to significantly influence any matters upon which the holders of common stock may vote, including the election of the Acquiring Fund’s directors and any change in the Acquiring Fund’s investment advisers.

Direct ownership of the Acquiring Fund common stock by all officers and directors of the Acquiring Fund is less than one percent. John S. Horejsi, an interested director of the Fund, is a discretionary beneficiary of the EH Trust and the Lola Trust and may be deemed to have indirect beneficial ownership of the common stock held by the EH Trust and the Lola Trust. Mr. Horejsi disclaims all such beneficial ownership. Mr. Horejsi does not directly own any such shares. Stephen Miller, the Fund’s president, is a director of ATC and may be deemed to have indirect beneficial ownership of the shares held by the EH Trust and the Lola Trust. However, because the EH Trust requires approval by two of the EH Trustees and the Lola Trust requires approval by two of the Lola Trustees in order to vote or exercise dispositive authority with respect to shares owned by the EH Trust and Lola Trust, respectively, Mr. Miller disclaims beneficial ownership of such shares.

General

Stockholders of each Fund are entitled to share equally in dividends declared by such Fund’s Board as payable to holders of the Fund’s common shares and in the net assets of the Fund available for distribution to holders of the common shares. Stockholders do not have preemptive or conversion rights. The outstanding common shares of each Fund are fully paid and nonassessable, except as provided under such Fund’s constituent documents.

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Share Price Data

Common shares of closed-end investment companies, such as the Funds, have frequently traded at a discount from net asset value, or in some cases at a premium. Shares of closed-end investment companies, such as the Funds, may tend to trade on the basis of income yield on the market price of the shares, and the market prices may also be affected by investor perceptions of such companies or their investment advisers, supply and demand for such companies’ shares, general market and economic conditions and changes in such companies’ distributions. As a result, the market price of each Fund’s common shares may be greater or less than the net asset value per share. Since the commencement of each Fund’s operations, each Fund’s shares of common stock have traded in the market at prices that were both above and below net asset value per share.

The following table sets forth the quarterly high and low closing share price for each of BIF, BTF and DNY’s common shares on the NYSE and the corresponding net asset value and discount or premium to net asset value per share for the corresponding day for the last two full fiscal years of each Fund and the current fiscal year to date. Shares of FOFI are not publicly traded on a national exchange.

Boulder Growth & Income Fund, Inc.

Boulder Total Return Fund, Inc.

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The Denali Fund Inc.

First Opportunity Fund, Inc.