<DOCUMENT>
<TYPE>EX-99.2K
<SEQUENCE>26
<FILENAME>ex2-kiv.txt
<DESCRIPTION>EXHIBIT 2(K)(IV)
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EXHIBIT (k)(iv)
INFORMATION AGENT FEE AGREEMENT

                                October 25, 2002

Boulder Growth & Income Fund, Inc.
1680 38th Street, suite 800
Boulder, CO 80301

          Re: Letter of Agreement

Gentlemen:

This Letter of Agreement, including the Appendix attached hereto (collectively,
this "Agreement"), sets forth the terms and conditions of the engagement of
Georgeson Shareholder Communications Inc. ("GS") by Boulder Growth & Income
Fund, Inc. (the "Company") to act as Information Agent in connection with its
upcoming Rights Offer (the "Offer"). The term of the Agreement shall be the term
of the Offer, including any extensions thereof.

     (a)  Services. GS shall perform the services described in the Fees &
          Services Schedule attached hereto as Appendix I (collectively, the
          "Services").

     (b)  Fees. In consideration of GS' performance of the Services, the Company
          shall pay GS the amounts, and pursuant to the terms, set forth on the
          Fees & Services Schedule attached hereto as Appendix I.

     (c)  Expenses. In connection with GS' performance of the Services, and in
          addition to the fees and charges discussed in paragraph (b) hereof,
          the Company agrees that it shall be solely responsible for the
          following costs and expenses, and that the Company shall, at GS' sole
          discretion, (i) reimburse GS for such costs and expenses actually
          incurred by GS, (ii) pay such costs and expenses directly and/or (iii)
          advance sufficient funds to GS for payment of such costs and expenses:

          o    expenses incidental to the Offer, including postage and freight
               charges incurred in delivering Offer materials;

          o    expenses incurred by GS in working with its agents or other
               parties involved in the Offer, including charges for bank
               threshold lists, data processing, telephone directory assistance,
               facsimile transmissions or other forms of electronic
               communication;




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          o    expenses incurred by GS at the Company's request or for the
               Company's convenience, including copying expenses, expenses
               relating to the printing of additional and/or supplemental
               material and travel expenses of GS' executives;

          o    any other fees and expenses authorized by the Company and
               resulting from extraordinary contingencies which arise during the
               course of the Offer, including fees and expenses for advertising,
               media relations, stock watch and analytical services.

     (d)  Compliance with Applicable Laws. The Company and GS hereby represent
          to one another that each shall use its best efforts to comply with all
          applicable laws relating to the Offer, including, without limitation,
          the Securities Exchange Act of 1934, as amended, and the rules and
          regulations promulgated thereunder.

     (e)  Indemnification. The Company agrees to indemnify and hold harmless GS
          and its stockholders, officers, directors, employees, agents and
          affiliates against any and all claims, costs, damages, liabilities,
          judgments and expenses, including the fees, costs and expenses of
          counsel retained by GS, which result from claims, actions, suits,
          subpoenas, demands or other proceedings brought against or involving
          GS which directly relate to or arise out of GS' performance of the
          Services (except for costs, damages, liabilities, judgments or
          expenses which shall have been determined by a court of law pursuant
          to a final and nonappealable judgment to have directly resulted from
          GS' gross negligence or intentional misconduct). In addition, the
          prevailing party shall be entitled to reasonable attorneys' fees and
          court costs in any action between the parties to enforce the
          provisions of this Agreement, including the indemnification rights
          contained in this paragraph. The indemnity obligations set forth in
          this paragraph shall survive the termination of this Agreement.

     (f)  Governing Law. This Agreement shall be governed by the substantive
          laws of the State of New York without regard to its principles of
          conflicts of laws, and shall not be modified in any way, unless
          pursuant to a written agreement which has been executed by each of the
          parties hereto. The parties agree that any and all disputes,
          controversies or claims arising out of or relating to this Agreement
          (including any breach hereof) shall be subject to the jurisdiction of
          the federal and state courts in New York County, New York and the
          parties hereby waive any defenses on the grounds of lack of




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          personal jurisdiction of such courts, improper venue or forum non
          conveniens.

     (g)  Exclusivity. The Company agrees and acknowledges that GS shall be the
          sole Information Agent retained by the Company in connection with the
          Offer, and that the Company shall refrain from engaging any other
          Information Agent to render any Services, in a consultative capacity
          or otherwise, in relation to the Offer.

     (h)  Additional Services. In addition to the Services, the Company may from
          time to time request that GS provide it with certain additional
          consulting or other services. The Company agrees that GS' provision of
          such additional services shall be governed by the terms of a separate
          agreement to be entered into by the parties at such time or times, and
          that the fees charged in connection therewith shall be at GS'
          then-current rates.

     (i)  Confidentiality. GS agrees to preserve the confidentiality of (i) all
          material non-public information provided by the Company or its agents
          for GS' use in fulfilling its obligations hereunder and (ii) any
          information developed by GS based upon such material non-public
          information (collectively, "Confidential Information"). For purposes
          of this Agreement, Confidential Information shall not be deemed to
          include any information which (w) is or becomes generally available to
          the public in accordance with law other than as a result of a
          disclosure by GS or any of its officers, directors, employees, agents
          or affiliates; (x) was available to GS on a nonconfidential basis and
          in accordance with law prior to its disclosure to GS by the Company;
          (y) becomes available to GS on a nonconfidential basis and in
          accordance with law from a person other than the Company or any of its
          officers, directors, employees, agents or affiliates who is not
          otherwise bound by a confidentiality agreement with the Company or is
          not otherwise prohibited from transmitting such information to a third
          party; or (z) was independently and lawfully developed by GS based on
          information described in clauses (w), (x) or (y) of this paragraph.
          The Company agrees that all reports, documents and other work product
          provided to the Company by GS pursuant to the terms of this Agreement
          are for the exclusive use of the Company and may not be disclosed to
          any other person or entity without the prior written consent of GS.
          The confidentiality obligations set forth in this paragraph shall
          survive the termination of this Agreement.

     (j)  Entire Agreement; Appendix. This Agreement constitutes the




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          entire agreement and supersedes all prior agreements and
          understandings, both written and oral, among the parties hereto with
          respect to the subject matter hereof. The Appendix to this Agreement
          shall be deemed to be incorporated herein by reference as if fully set
          forth herein. This Agreement shall be binding upon all successors to
          the Company (by operation of law or otherwise).

     If the above is agreed to by you, please execute and return the enclosed
     duplicate of this Agreement to Georgeson Shareholder Communications Inc.,
     17 State Street - 10th Floor, New York, New York 10004, Attention: Marcy
     Roth, Contract Administrator.

Agreed to and accepted as of           Sincerely,
the date first set forth above:

BOULDER GROWTH & INCOME FUND, INC.     GEORGESON SHAREHOLDER COMMUNICATIONS INC.


By: /s/ Stephen C. Miller                   By: /s/ Keith T. Haynes

    Stephen C. Miller                           Keith T. Haynes
Title: President                            Title: Managing Director




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                                   APPENDIX I

                            FEES & SERVICES SCHEDULE

BASE SERVICES                                                            $20,000

          o    Advice and Consultation with respect to set up and
               progress of Offer

          o    Assistance in preparation and posting of advertisements

          o    Dissemination of Offer documents to bank and broker
               community and communication with reorganization
               department managers

PREMIUM SERVICES                                                             TBD

          o    Telephone communications with target shareholders

          o    $5.00 per completed call (incoming and outgoing)

NOTE: The foregoing fees are exclusive of reimbursable expenses as described in
paragraph (c) of this Agreement. In addition, the Company will be charged a fee
of $1,000 if the Offer is extended for any reason.




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