<DOCUMENT>
<TYPE>EX-99.2N
<SEQUENCE>31
<FILENAME>ex2-n.txt
<DESCRIPTION>EXHIBIT 2(N)
<TEXT>

<PAGE>

EXHIBIT (n)
CONSENT OF KPMG LLP

                         Consent of Independent Auditors

The Board of Directors and Shareholders
Boulder Growth & Income Fund, Inc.:

We consent to the use of our report, dated July 31, 2002, incorporated by
reference with the financial statements of Boulder Growth & Income Fund, Inc. as
of and for the year ended June 30, 2002 and to the references to our firm under
the headings, "FINANCIAL HIGHLIGHTS" and "OTHER SERVICE PROVIDERS - INDEPENDENT
ACCOUNTANTS" in the Prospectus and "FINANCIAL STATEMENTS -INDEPENDENT
ACCOUNTANTS" in the Statement of Additional Information.


                                            /s/ KPMG LLP


Boston, Massachusetts
November 18, 2002




</TEXT>
</DOCUMENT>
