Sec Form 3 Filing - Sun Life Assurance Co of Canada @ BOULDER GROWTH & INCOME FUND - 2020-11-05

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sun Life Assurance Co of Canada 2. Issuer Name and Ticker or Trading Symbol BOULDER GROWTH & INCOME FUND [ BIF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) ONE YORK STREET, 3. Date of Earliest Transaction (MM/DD/YY) 11/05/2020 (Street) TORONTO, A6M5J 0B6 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price 2.62% Series A Senior Notes due November 5, 2030 $ 18,200,000 D 2.72% Series B Senior Notes due November 5, 2032 $ 13,600,000 D 2.62% Series A Senior Notes due November 5, 2030 $ 20,000,000 I See Footnote 1 ( 1 ) 2.72% Series B Senior Notes due November 5, 2032 $ 15,000,000 I See Footnote 1 ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Deri vative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sun Life Assurance Co of Canada ONE YORK STREET TORONTO, A6M5J 0B6 X SUN LIFE FINANCIAL INC SUN LIFE ASSURANCE CO OF CANADA ONE YORK STREET TORONTO, A6M5J 0B6 X Signatures /s/ Randolph B. Brown, authorized signatory on behalf of Sun Life Assurance Company of Canada and Sun Life Financial Inc. 11/09/2020 Signature of Reporting Person Date /s/ Brett W. Pacific, authorized signatory on behalf of Sun Life Assurance Company of Canada and Sun Life Financial Inc. 11/09/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Sun Life Financial Inc. (a) owns 100% of the outstanding common stock of Sun Life Assurance Company of Canada, the direct owner of $18,200,000 of the 2.62% Series A Senior Notes due November 5, 2030 and $13,600,000 of the 2.72% Series B Senior Notes due November 5, 2032 and (b) indirectly owns 100% of the outstanding shares of the common stock of Sun Life Capital Management (U.S.) LLC, which is deemed to be the beneficial owner of $1,800,000 of the 2.62% Series A Senior Notes due November 5, 2030 and $1,400,000 of the 2.72% Series B Senior Notes due November 5, 2032 on behalf of certain of its investment advisory clients.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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