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<SEC-DOCUMENT>0000950117-02-002800.txt : 20021120
<SEC-HEADER>0000950117-02-002800.hdr.sgml : 20021120
<ACCEPTANCE-DATETIME>20021120171406
ACCESSION NUMBER:		0000950117-02-002800
CONFORMED SUBMISSION TYPE:	N-2/A
PUBLIC DOCUMENT COUNT:		33
FILED AS OF DATE:		20021120

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BOULDER GROWTH & INCOME FUND
		CENTRAL INDEX KEY:			0000102426
		IRS NUMBER:				132729672
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1130

	FILING VALUES:
		FORM TYPE:		N-2/A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-02328
		FILM NUMBER:		02835191

	BUSINESS ADDRESS:	
		STREET 1:		1680 38TH STREET
		STREET 2:		SUITE 800
		CITY:			BOULDER
		STATE:			CO
		ZIP:			80301
		BUSINESS PHONE:		3034445483

	MAIL ADDRESS:	
		STREET 1:		1680 38TH STREET
		STREET 2:		SUITE 800
		CITY:			BOULDER
		STATE:			CO
		ZIP:			80301

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	USLIFE INCOME FUND INC
		DATE OF NAME CHANGE:	19920703

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BOULDER GROWTH & INCOME FUND
		CENTRAL INDEX KEY:			0000102426
		IRS NUMBER:				132729672
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1130

	FILING VALUES:
		FORM TYPE:		N-2/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-100634
		FILM NUMBER:		02835192

	BUSINESS ADDRESS:	
		STREET 1:		1680 38TH STREET
		STREET 2:		SUITE 800
		CITY:			BOULDER
		STATE:			CO
		ZIP:			80301
		BUSINESS PHONE:		3034445483

	MAIL ADDRESS:	
		STREET 1:		1680 38TH STREET
		STREET 2:		SUITE 800
		CITY:			BOULDER
		STATE:			CO
		ZIP:			80301

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	USLIFE INCOME FUND INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-2/A
<SEQUENCE>1
<FILENAME>a33563.txt
<DESCRIPTION>BOULDER GROWTH & INCOME FUND
<TEXT>

<PAGE>


As filed with the Securities and Exchange Commission on November 20, 2002

Securities Act Registration No. 333-100634


Investment Company Registration No. 811-7390


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-2


           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933          [X]
                        Pre-Effective Amendment No. 1                       [X]

                       Post-Effective Amendment No. ___
                                     and/or
                          REGISTRATION STATEMENT UNDER

                     THE INVESTMENT COMPANY ACT OF 1940                     [X]
                               AMENDMENT NO. 8                              [X]



                       Boulder Growth & Income Fund, Inc.
               (Exact Name of Registrant as Specified In Charter)

                           1680 38th Street, Suite 800
                             Boulder, Colorado 80301
                    (Address of Principal Executive Offices)

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

                                Stephen C. Miller
                           1680 38th Street, Suite 800
                             Boulder, Colorado 80301
                     (Name and Address of Agent for Service)

                                   Copies to:


                             Rose F. DiMartino, Esq.
                           Willkie Farr and Gallagher
                               787 Seventh Avenue
                            New York, NY 10019-6099




APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after the
effective date of this Registration Statement.







<PAGE>


     If any securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. [X]



     It is proposed that the filing will become effective when declared
effective pursuant to Section 8(c). [x]



     This amendment designates a new effective date for a previously filed
registration statement. [ ]

     This Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act and the Securities Act
registration statement number of the earlier effective registration statement
for the same offering is ___________________. [ ]


        CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933


<TABLE>
<CAPTION>
=============================================================================================================================
                                                                          Proposed           Proposed
                 Title of Securities                                                                           Amount of
                                                                      Maximum Offering  Maximum Aggregate
                  Being Registered                    Amount Being                                          Registration Fee
                                                       Registered      Price per Unit   Offering Price (1)        (2)
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                    <C>           <C>                  <C>
Shares of Common Stock, par value $.01 per share... 5,663,892 shares       $5.15         $29,169,043.00        $2,683.55
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>



(1) As calculated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended. Based on the average closing sales prices reported on the New York
Stock Exchange during the 5-day period ending on October 17, 2002.


(2) Previously paid.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.


                                       2








<PAGE>


                       BOULDER GROWTH & INCOME FUND, INC.

                                     Form N2

                              CROSS REFERENCE SHEET

                           Parts A and B of Prospectus

<TABLE>
<CAPTION>
Item                                    Caption                                  Location in Prospectus
- ----                                    -------                                  ----------------------
<S>     <C>                                                        <C>
Item 1.  Outside Front Cover...................................... Front Cover Page

Item 2.  Inside Front and Outside Back Cover Page................. Front Cover Page

Item 3.  Fee Table and Synopsis................................... Prospectus Summary and Fee Table

Item 4.  Financial Highlights..................................... Financial Highlights

Item 5.  Plan of Distribution..................................... Not Applicable

Item 6.  Selling Shareholders..................................... Not Applicable

Item 7.  Use of Proceeds.......................................... Use of Proceeds; Investment Objective and Policies

Item 8.  General Description of the Registrant.................... Cover Page; Prospectus Summary; The Fund; Risk
                                                                   Factors and Special Considerations; Capital Stock and
                                                                   Other Securities; Investment Objective and Policies

Item 9.  Management............................................... Prospectus Summary; Management of the Fund; Portfolio
                                                                   Transactions; Custodians and Transfer Agency;

Item 10. Capital Stock, Long-Term Debt, and Other Securities..... The Offer; Capital Stock and Other Securities;
                                                                   Dividends and Distributions; Automatic Dividend
                                                                   Reinvestment and Voluntary Cash Purchase Plan;
                                                                   Taxation

Item 11. Defaults and Arrears on Senior Securities................ Not Applicable

Item 12. Legal Proceedings........................................ Not Applicable

Item 13. Table of Contents of the Statement of Additional
         Information.............................................. Table of Contents of the Statement of Additional
                                                                   Information
</TABLE>

                                       3








<PAGE>


<TABLE>
<S>     <C>                                                        <C>
Item 14.  Cover Page.............................................. Front Cover Page

Item 15.  Table of Contents....................................... Front Cover Page

Item 16.  General Information and History......................... Not Applicable

Item 17.  Investment Objective and Policies....................... Investment Objective and Policies; Investment
                                                                   Policies and Techniques; Investment Restrictions

Item 18.  Management.............................................. Management of the Fund

Item 19.  Control Persons and Principal Holders of Securities..... Management of the Fund

Item 20.  Investment Advisory and Other Services.................. Management of the Fund

Item 21.  Brokerage Allocation and Other Practices................ Portfolio Transactions

Item 22.  Tax Status.............................................. Taxation

Item 23.  Financial Statements.................................... Financial Statements
</TABLE>


Part C-Other Information

Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C to this Registration Statement.


                                       4








<PAGE>


The information in this Prospectus is not complete and may be changed. A
registration statement relating to the Securities has been filed with the
Securities and Exchange Commission. We may not sell these securities until this
registration statement is effective. This 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, solicitation or sale is not permitted.


                 SUBJECT TO COMPLETION, DATED NOVEMBER 20, 2002


PROSPECTUS

                      5,663,892 RIGHTS FOR 5,663,892 SHARES
                       BOULDER GROWTH & INCOME FUND, INC.
                                  Common Stock


The Boulder Growth & Income Fund, Inc. (the "Fund") is issuing transferable
rights ("Rights") to its shareholders. These Rights will allow you to subscribe
for new shares of common stock of the Fund (the "Common Stock"). For every one
Right you receive, you will be entitled to buy one new share of the Common
Stock. You will receive one Right for each outstanding Fund share you own on
November 29, 2002 (the "Record Date"). The number of Rights to be issued to a
shareholder on the Record Date will be rounded down to the nearest whole number
of Rights in cases where shareholders own fractional shares. Also, shareholders
on the Record Date may purchase shares not acquired by other shareholders in
this Rights Offering (the "Offering"), subject to limitations discussed in this
Prospectus.

The Rights are transferable and will be listed for trading on the New York Stock
Exchange ("NYSE") under the symbol "BIF RT". The Fund's shares of Common Stock
are also listed, and the shares issued pursuant to this Offering will be listed,
on the NYSE under the symbol "BIF." On November 15, 2002, the last reported net
asset value per share of the Fund's shares was $6.32 and the last reported sales
price of a share on the NYSE was $5.35. The subscription price per share (the
"Subscription Price") will be 95% of the lesser of (a) the NAV on the date of
the expiration of the Offering (the "Pricing Date"), or (b) the average
volume-weighted closing sales price of a share on the NYSE on the Pricing Date
and the four immediately preceding trading days.

SHAREHOLDERS WHO CHOOSE TO EXERCISE THEIR RIGHTS WILL NOT KNOW THE SUBSCRIPTION
PRICE PER SHARE AT THE TIME THEY EXERCISE SUCH RIGHTS SINCE THE CLOSE OF THE
OFFERING ON THE EXPIRATION DATE IS PRIOR TO THE AVAILABILITY OF THE FUND'S NAV
AND OTHER RELEVANT MARKET INFORMATION ON THE PRICING DATE. ONCE YOU SUBSCRIBE
FOR YOUR SHARES AND THE FUND RECEIVES PAYMENT OR GUARANTEE OF PAYMENT, YOU WILL
NOT BE ABLE TO CHANGE YOUR DECISION. THE OFFER WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON DECEMBER 20, 2002 (THE "EXPIRATION DATE"), UNLESS THE
OFFERING IS EXTENDED AS DISCUSSED IN THIS PROSPECTUS.

For more information, please call Georgeson Shareholder Communications Inc. (the
"Information Agent") toll free at 1-800-732-6518.


Boulder Growth & Income Fund, Inc. is a closed-end, non-diversified management
investment company. The Fund's investment objective is total return. The Fund
seeks to produce both long-term capital appreciation through investment in
common stocks and income from both dividend paying common stocks and fixed
income securities. The Fund typically invests in common stocks of U.S.-based
companies, although it is not limited to investing in the U.S. stock market.


Boulder Investment Advisers, LLC ("BIA") and Stewart Investment Advisers ("SIA")
(collectively the "Advisers") act as the investment advisers to the Fund. The
address of the Fund and BIA is 1680 38th Street, Suite 800, Boulder, Colorado
80301. SIA, whose legal name is Stewart West Indies Trading Company, Ltd.,
resides at Bellerive, Queen Street, St. Peter, Barbados.


An investment in the Fund is not appropriate for all investors. No assurances
can be given that the Fund's objective will be achieved. FOR A DISCUSSION OF
CERTAIN RISK FACTORS AND SPECIAL CONSIDERATIONS WITH RESPECT TO OWNING SHARES OF
THE FUND, SEE "RISK FACTORS AND SPECIAL CONSIDERATIONS" ON PAGE 7 OF THIS
PROSPECTUS.

    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
 COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
  PROSPECTUS IS TRUTHFUL OR COMPLETE. aNY REPRESENTATION TO THE CONTRARY IS A
                               CRIMINAL OFFENSE.


<TABLE>
<CAPTION>
====================================================================================================================
                        Estimated Subscription Price   Estimated Sales Load       Estimated Proceeds to the Fund(2)
====================================================================================================================
<S>                              <C>                           <C>                          <C>
Per Share                        $5.09(1)                      None                         $28,611,313

Total                            $5.09                         None                         $28,611,313
====================================================================================================================
</TABLE>



(1) Since the Subscription Price will not be determined until after printing and
distribution of this Prospectus, the Subscription Price above is estimated based
on the closing price of a Share on November 15, 2002 and applying the
pricing formula set forth on the Cover Page and described below under
"Subscription Price" (i.e., 95% of the lesser of (a) the NAV on November 15,
2002 or (b) the average volume-weighted closing sales price of the Fund's shares
on the NYSE on November 15, 2002, and the four preceding trading days) (the
"Estimated Subscription Price"). The average volume-weighted closing sales price
of the Fund's shares on November 15, 2002 was $5.36 per share. See "Subscription
Price" and "Payment For Shares" below.



2) Proceeds to the Fund before deduction of expenses incurred by the Fund in
connection with the Offering which are estimated to be $229,225. Funds received
by check prior to the final due date of this Offer will be deposited in a
segregated interest-bearing account pending allocation and distribution of
shares. Interest on subscription monies will be paid to the Fund regardless of
whether shares are issued by the Fund.



Shareholders who do not exercise their Rights should expect that they will, at
the completion of the Offering, own a smaller proportional interest in the Fund
than if they exercised their Rights. As a result of the Offering you will
experience an immediate dilution, which could


                                       1








<PAGE>



be substantial, of the aggregate net asset value of your shares. This is because
the Subscription Price per share and/or the net proceeds to the Fund for each
new share sold are likely to be less than the Fund's net asset value per share
on the Expiration Date. The Fund cannot state precisely the extent of this
dilution at this time because the Fund does not know what the net asset value or
market value per share will be when the Offering expires or what proportion of
the Rights will be exercised. The Ernest Horejsi Trust No. 1B, which holds
20.68% of the Fund's common stock, and certain other persons affiliated with the
Fund and the Advisers (collectively referred to herein as the "Horejsi
Affiliates" and more specifically described on Page 10 of this Prospectus and in
the Statement of Additional Information), may be deemed to control the Fund and
may purchase shares in the Offering through the primary subscription and the
over-subscription privilege in such manner and on the same terms as other
shareholders.

This Prospectus sets forth concisely certain information about the Fund that a
prospective investor should know before investing. Investors are advised to read
and retain it for future reference. A Statement of Additional Information dated
November 20, 2002 (the "SAI") containing additional information about the Fund
has been filed with the SEC and is incorporated by reference in its entirety
into this Prospectus. A copy of the SAI, the table of contents of which appears
on Page 29 of this Prospectus, may be obtained without charge by contacting the
Fund's Sub-Administrator (PFPC, Inc.) at (800) 331-1710. The SAI will be sent
within two business days of receipt of a request. All other shareholder
inquiries should be directed to Georgeson Shareholder, the Fund's Information
Agent, at 1-800-732-6518.


                                TABLE OF CONTENTS


PROSPECTUS SUMMARY 2
   PURPOSE AND SUMMARY OF THE OFFERING 2
   BOARD CONSIDERATIONS; SHAREHOLDER APPROVED RIGHTS OFFERING 2
   IMPORTANT TERMS OF THE OFFERING 3
   IMPORTANT DATES FOR THE OFFERING 4
   KEY ELEMENTS OF THE OFFERING 5
INFORMATION REGARDING THE FUND 7
RISK FACTORS AND SPECIAL CONSIDERATIONS 7
   DILUTION 7
   DISCOUNT FROM NET ASSET VALUE 7
   REPURCHASE AND CHARTER PROVISIONS 8
   NON-DIVERSIFIED STATUS 8
   INDUSTRY RISKS AND RISKS ASSOCIATED WITH THE FUND'S INVESTMENTS 8
   FOREIGN SECURITIES 8
   DEPENDENCE ON KEY PERSONNEL 8
   SIZE OF FUND 8
   LEVERAGING 8
FEE TABLE 9
   SHAREHOLDER TRANSACTION EXPENSES 9
   ANNUAL FUND EXPENSES 9
FINANCIAL HIGHLIGHTS 9
THE OFFERING 10
   TERMS OF THE OFFERING 10
   PURPOSE OF THE OFFERING 11
   REASONS FOR CONDUCTING THE OFFERING 11
   THE SUBSCRIPTION PRICE 13
   OVER-SUBSCRIPTION PRIVILEGE 13
   EXPIRATION OF THE OFFERING 13
   SALES BY SUBSCRIPTION AGENT 13
   METHOD OF TRANSFERRING RIGHTS 13
   METHOD OF EXERCISING RIGHTS 14
   SUBSCRIPTION AGENT 14
   PAYMENT FOR SHARES 14
   DELIVERY OF STOCK CERTIFICATES 16
   FOREIGN RESTRICTIONS 16
   EMPLOYEE PLAN CONSIDERATIONS 18
INFORMATION ABOUT THE FUND 18
   THE FUND 18
MANAGEMENT OF THE FUND 18
   BOARD OF DIRECTORS 18
   INFORMATION REGARDING THE ADVISERS AND ADMINISTRATOR 18
      BOULDER INVESTMENT ADVISERS, LLC 19
      STEWART INVESTMENT ADVISERS 19
      PORTFOLIO MANAGERS 19
      FUND ADMINISTRATIVE SERVICES, LLC 19
   THE INVESTMENT CO-ADVISORY AGREEMENTS 19
   ADMINISTRATION AGREEMENT 20
USE OF PROCEEDS 20
   INVESTMENT OPPORTUNITIES 20
   BENEFIT TO THE ADVISERS AND ADMINISTRATOR 21
   EXPENSES OF THE FUND 21
MARKET PRICE AND NET ASSET VALUE INFORMATION 21
INVESTMENT OBJECTIVE AND POLICIES 22
   INVESTMENT OBJECTIVE 22
   INVESTMENT POLICIES 22
   OTHER INVESTMENT TECHNIQUES 23
   RISKS ASSOCIATED WITH THE FUND'S INVESTMENTS 23
      INVESTMENTS IN COMMON STOCKS 23
      INVESTMENTS IN REAL ESTATE INVESTMENT TRUSTS 23
      INVESTMENTS IN OTHER REGISTERED INVESTMENT COMPANIES 23
      INVESTMENTS IN BONDS 23
   INVESTMENT PHILOSOPHY 24
      COMMON STOCKS 24
      CASH AND CASH EQUIVALENTS 24
      FIXED INCOME INVESTMENTS 24
   DIVIDENDS AND DISTRIBUTIONS 24
   DIVIDEND REINVESTMENT PLAN 25
   TAXATION OF THE FUND 25
   TAXATION OF SHAREHOLDERS 26
   STATE AND LOCAL TAX MATTERS 26
DETERMINATION OF NET ASSET VALUE 26
   REPURCHASE OF COMMON SHARES 27
   CAPITALIZATION 27
   RIGHTS WITH REGARD TO DIVIDENDS, VOTING AND LIQUIDATION 27
   COMMON STOCK 27
   PREFERRED STOCK 27
   ANTI-TAKEOVER PROVISIONS OF THE CHARTER AND BY-LAWS 27
   OTHER SERVICE PROVIDERS 28
      CUSTODIAN 28
      TRANSFER AGENT 28
      INDEPENDENT ACCOUNTANTS 28
      LEGAL MATTERS 28
   REPORTS TO SHAREHOLDERS 28
   AVAILABLE INFORMATION 28
   STATEMENT OF ADDITIONAL INFORMATION 29
   STATEMENT OF ADDITIONAL INFORMATION - TABLE OF CONTENTS 29
   SIGNATURES 29


                                       2








<PAGE>


                               PROSPECTUS SUMMARY

This summary highlights some information that is described more fully elsewhere
in this Prospectus. It may not contain all of the information that is important
to you. To understand the Offering fully, you should read the entire document
carefully, including the risk factors.

PURPOSE AND SUMMARY OF THE OFFERING. The Board of Directors of the Fund (the
"Board") has determined that it would be in the best interests of the Fund and
its existing shareholders to increase the assets of the Fund so that the Fund
may be in a better position to take advantage of investment opportunities that
may arise. In addition, the Board believes that increasing the size of the Fund
may lower the Fund's expenses as a proportion of average net assets because the
Fund's fixed costs would be spread over a larger asset base. There can be no
assurance that by increasing the size of the Fund, the Fund's expense ratio will
be lowered. The Board also believes that a larger number of outstanding shares
and a larger number of beneficial owners of shares could increase the level of
market interest in and visibility of the Fund and improve the trading liquidity
of the Fund's shares on the NYSE. The Offering seeks to reward existing
shareholders by giving them the right to purchase additional shares at a price
below market and/or net asset value without incurring any commission or other
transaction charges. The distribution to shareholders of transferable rights,
which themselves may have intrinsic value, will also afford non-subscribing
shareholders the potential of receiving a cash payment upon sale of such rights,
receipt of which may be viewed as partial compensation for the possible dilution
of their interests in the Fund. See "Reasons for Conducting The Offering" below.
At a meeting on July 22, 2002, the Board recommended that shareholders approve a
transferable rights offering (the "Offering"), the substantive terms of which
would permit shareholders to acquire one new share of the Fund for each share
held (i.e., a one-for-one rights offering) for a subscription price equal to 95%
of the lesser of net asset value ("NAV") or the volume-weighted average market
price on the expiration date of the Offering and the four immediately preceding
trading days.

BOARD CONSIDERATIONS; SHAREHOLDER APPROVED RIGHTS OFFERING. On April 26, 2002,
at a regularly scheduled meeting of the Board, Management recommended that the
Board consider conducting a rights offering and distributed extensive materials
regarding an overview of rights offerings as well as the legal, practical and
financial issues that the Board must consider in coming to a decision to approve
a rights offering or to recommend such a proposal to shareholders. At this
meeting, although the Board considered the viability of a rights offering for
the Fund in general terms, it nonetheless resolved to have Management supplement
and expand its analysis and present a formal and more detailed proposal for a
rights offering at the next regularly scheduled meeting. At the April meeting,
the independent members of the Board (the "Independent Directors") also resolved
to engage an independent and disinterested consultant to advise the Board, and
particularly the Independent Directors, on the viability and appropriateness of
a rights offering for the Fund.


After the April meeting, the Independent Directors interviewed qualified
financial consultants with experience in the closed-end fund industry and, after
unanimous agreement among the Independent Directors, selected and engaged Thomas
J. Herzfeld, Inc. ("Herzfeld"), an organization recognized as an expert in the
field of closed-end investment companies, to prepare an extensive analysis of
rights offerings and their viability and appropriateness vis-a-vis the Fund.


At the Board's regularly scheduled meeting in July 2002, Management provided
additional requested analysis and a formal proposal for the Offering. At the
request of counsel for the Independent Directors, Management provided additional
requested research, analysis and background material regarding the proposed
Offering. Prior to the July meeting, representatives of Herzfeld presented to
the Board and Management a written analysis of rights offerings and specific
recommendations regarding the proposed Offering. Representatives of Herzfeld
also attended the July meeting and made an oral presentation of their materials,
entertained questions from the Board, Management, the Advisers, the Fund's
counsel and counsel for the Independent Directors, and met privately with the
Independent Directors, their counsel and the Fund's counsel to discuss the
Offering. In summary, Herzfeld advised the Board that in its view a
"well-structured and well-timed rights offering can be a good way for BIF to
raise capital at this time, if this additional capital will allow the Fund to
take advantage of investment opportunities, reduce expenses, (emphasis added)
and in general help the Fund achieve its particular long-term investment
objectives." Following those discussions, and based on recommendations from
Herzfeld, the Board, including all of the Independent Directors, determined that
the pricing of the Offering should be 95% (rather than the 90% recommended by
Fund Management) of the lower of NAV or market price, taking into account the
lower dilution likely to result from the higher price and historical information
supplied by Herzfeld supporting a conclusion that the higher price should not
jeopardize the success of the Offering.

The Board then determined to submit the Offering to shareholders for approval at
the annual meeting of the Fund scheduled for October 1, 2002. Under the
Investment Company Act of 1940 (the "1940 Act"), because the Offering would be
at an exchange ratio of one-share-for-each-right-issued, a ratio that is higher
than most rights offerings by other investment companies (e.g.,
one-share-for-three-rights-issued), the Offering would require approval by a
"majority of the shareholders" (i.e., a per capita majority or "head-count"
majority) which contrasts with the typical voting requirement of a "majority of




                                       2









<PAGE>



the shares". In a "head-count" majority, each shareholder, regardless of the
shares held, counts as one vote. In addition to the required "head-count" vote,
the Board voluntarily imposed an additional voting requirement that the Offering
also be approved by an "absolute majority of the outstanding shares" (i.e., 50%
of the outstanding shares would also have to support the Offering).

Finally, the Independent Directors conditioned their approval of the Offering on
(1) the Advisers agreeing to waive one-half of any advisory fees which would be
charged against the uninvested proceeds from the Offering until such time as 50%
or more of the proceeds have been invested in common stock equities in
accordance with the Fund's investment objective and (2) the Fund's administrator
agreeing to cap the Fund's expense ratio for the one-year period following the
Offering at the level in effect on the expiration of the Offering, excluding
extraordinary expenses. The Advisers and the Fund's administrator have agreed to
both of these conditions.


In determining to recommend a one-for-one rights offering to shareholders, the
Board considered, among other things, the costs of doing a smaller offering
(e.g., one-for-three) in relation to the costs of a one-for-one offering, the
reduced impact of a smaller offering on the Fund's expense ratio, the current
favorable climate for investing the proceeds of a larger offering and the
increased potential for a second rights offering to enhance the ongoing
viability of the Fund should a smaller amount of assets be raised.


On September 3, 2002, subject to the voting requirements and conditions
mentioned above, the Fund issued its Annual Proxy recommending, among other
things, that shareholders approve the Offering. As the Fund has experienced in
the past, shareholder participation in the proxy process has been generally low
and thus additional solicitation of shareholder support of the Offering was
required, especially in light of the relatively short solicitation period. On
the meeting date, October 1, 2002, the Offering had received the requisite
absolute majority (54.36% of outstanding shares) and had received overwhelming
support of those shares voting (e.g., 81%). Nonetheless, the proposal fell short
of the requisite per capita or head-count vote (e.g., 50%-plus-one).
Consequently, shareholders present at the meeting resolved to adjourn with
respect to the proposed Offering until such time as the requisite head-count
could be achieved.


At a reconvened meeting held on October 15, 2002, shareholders approved the
Offering, the substantive terms of which would permit shareholders to acquire
one new share of the Fund for each share held (i.e., a one-for-one rights
offering) for a subscription price equal to 95% of the lesser of (a) the NAV on
the date of the expiration of the Offering or (b) the average volume-weighted
closing sales price of the Fund's shares on the NYSE on the date of the
expiration of the Offering and the four preceding trading days. At this
meeting, the Offering received supporting votes from 61.76% of the outstanding
shares, 79.88% of the shares voting, and 50.44% of the shareholders (i.e., the
per capita vote or head-count) and opposing votes from 12.4% of the outstanding
shares, 16.0% of the shares voting and 17.2% of the shareholders.

At the regularly scheduled Board meeting held on October 14, 2002, in
anticipation that the required per-capita vote would be achieved, the
Independent Directors asked Management whether, notwithstanding shareholder
support of the Offering, market conditions and the Fund's economics had changed
sufficiently to warrant either a delay or abandonment of the Offering. At this
meeting Management offered additional data supporting the proposition that the
Offering would reduce the Fund's expense ratio and that market conditions had
changed (i.e., declined) in such a way as to present the Fund and its Advisers
with more investment opportunities. Notwithstanding a decline in the Fund's NAV
and consequently a reduction in the net proceeds expected to be raised in the
Offering, the Board, including the unanimous support of the Independent
Directors, resolved to approve and move forward with the Offering. Nonetheless,
there can be no assurances that the Offering will be successful or that by
increasing the shares of the Fund, its expense ratio will be reduced. Also at
this meeting, the Board, including the unanimous approval by the Independent
Directors, approved this Prospectus and the final terms of the Offering, subject
to its being approved by shareholders.


IMPORTANT TERMS OF THE OFFERING


<TABLE>
<S>                                         <C>
- --------------------------------------------------------------------------------
Total number of shares available for          5,663,892
primary subscription

Number of Rights you will receive for each    One Right for every one share('D')
outstanding share you own on the
Record Date

Subscription Price                            95% of the lesser of (a) the
                                              NAV on the Pricing Date or (b)
                                              the average volume-weighted
                                              closing sales price of the Fund's
                                              shares on the NYSE on the Pricing
                                              Date, and the four preceding
                                              trading days.

Estimated Subscription Price                  $5.09
</TABLE>


'D'The number of Rights to be issued to a shareholder on the Record Date will be
rounded down to the nearest whole number of Rights.




                                       3









<PAGE>



IMPORTANT DATES FOR THE OFFERING


<TABLE>
<S>                                         <C>
- -----------------------------------------------------------------------------------
Record Date                                   November 29, 2002

Subscription Period                           December 2, 2002 to December 20, 2002

Expiration Date and Pricing Date of the       December 20, 2002'DD'
Offering

Deadline for delivery of Subscription         December 20, 2002
Certificate and payment of shares, or
Notice of Guaranteed Delivery (*)

Deadline for payment pursuant to Notice       December 26, 2002
of Guaranteed Delivery (*)

Confirmation to participants                  December 29, 2002

Deadline for final payment for shares (if     January 11, 2003
any)**
</TABLE>



'DD' Unless the Offering is extended to a date no later than December 29,
     2002.

*    Record Date Shareholders (defined below) exercising Rights must deliver
     to the Subscription Agent by the Expiration Date either (i) the
     Subscription Certificate together with the estimated payment or (ii) a
     Notice of Guaranteed Delivery.

**   Since the actual Subscription Price due from subscribing shareholders
     (vis-a-vis the Estimated Subscription Price above) will not be determined
     until after printing and distribution of this Prospectus, additional monies
     may be owed by subscribers.




                                       4









<PAGE>



<TABLE>
<CAPTION>
KEY ELEMENTS OF THE OFFERING
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>
o ONE-FOR-ONE OFFERING                  The Offering will give shareholders of record the "right" to purchase one new share
                                        of the Fund for each full share held. For example, if you own 100 shares on the
                                        announced record date, you will receive 100 Rights entitling you to purchase 100 new
                                        shares of the Fund. Shareholders will be able to exercise all or some of their
                                        Rights. However, shareholders who do not exercise all of their Rights will not be
                                        able to participate in the Over-Subscription Privilege. See "Over-Subscription
                                        Privilege" below.

o TRANSFERABLE RIGHTS                   The Rights issued in the Offering will be "transferable", will be traded on the NYSE
                                        and will afford non-subscribing shareholders the option of selling their Rights on
                                        the NYSE or through the Subscription Agent. Selling the Rights allows a
                                        non-exercising shareholder (i.e., a shareholder who does not wish to purchase
                                        additional shares) the ability to offset some of the dilution which would otherwise
                                        occur. See discussion of "Dilution" below. In contrast, in a non-transferable rights
                                        offering (i.e., an offering where the rights cannot be traded), non-exercising
                                        shareholders would experience full dilution. There can be no assurance that a liquid
                                        trading market will develop for the Rights or that the price at which such Rights
                                        trade will approximate the amount of dilution otherwise realized by a non-exercising
                                        shareholder. The period during which Rights will trade will be limited and, upon
                                        expiration of the Offering, the Rights will cease to trade and will have no residual
                                        value. See "Sale of Rights" below).

 o SUBSCRIPTION PRICE                   Under the Offering, new shares will be sold at a price equal to 95% of the lesser of
                                        (a) the NAV on the expiration date of the Offering (the "Pricing Date") or (b) the
                                        volume-weighted average closing sales price of a share on the NYSE on the Pricing
                                        Date and the four immediately preceding trading days. Management believes that this
                                        pricing formula (versus a higher percentage discount or a pre-determined fixed
                                        price) will provide an incentive to shareholders (as well as others who might trade
                                        in the transferable Rights) to participate in the Offering.

o OVER-SUBSCRIPTION PRIVILEGE           If all of the Rights initially issued are not exercised by shareholders on the
                                        Record Date, any unsubscribed shares will be offered to other Record Date
                                        shareholders who have fully exercised the Rights initially issued to them and who
                                        wish to acquire additional shares. If shares are insufficient to honor all
                                        over-subscriptions, the available shares will be allocated pro-rata among those who
                                        over-subscribe based on the number of Rights originally issued to them. The Horejsi
                                        Affiliates may or may not exercise their Over-Subscription Privilege. If the Horejsi
                                        Affiliates fully exercise their Over-Subscription Privilege, under certain
                                        circumstances (e.g., low shareholder participation in the Offering, the trading of
                                        the Rights and the over-subscription privilege), the Horejsi Affiliates could
                                        substantially increase their percentage ownership in the Fund at an advantageous
                                        price.

o METHOD FOR EXERCISING RIGHTS          Except as described below, subscription certificates evidencing the Rights
                                        ("Subscription Certificates") will be sent to Record Date shareholders or their
                                        nominees. If you wish to exercise your Rights, you may do so in the following ways:

                                        1. Complete and sign the Subscription Certificate. Enclose it in the envelope
                                        provided, together with payment in full and mail or deliver the envelope to Colbent
                                        Corporation (the "Subscription Agent") at the address indicated on the Subscription
                                        Certificate calculating the total payment on the basis of the Estimated Subscription
                                        Price of $5.09 per share (i.e., the estimated subscription price based on the Fund's
                                        NAV and market price on November 15, 2002). Your completed and signed Subscription
                                        Certificate and payment
</TABLE>





                                       5









<PAGE>

<TABLE>

<S>                                     <C>
                                        must be received by the Expiration Date. A PAYMENT PURSUANT TO THIS METHOD MUST BE
                                        IN UNITED STATES DOLLARS BY MONEY ORDER OR CHECK DRAWN ON A BANK LOCATED IN THE
                                        UNITED STATES, MUST BE PAYABLE TO THE BOULDER GROWTH & INCOME FUND, INC. AND MUST
                                        ACCOMPANY AN EXECUTED SUBSCRIPTION CERTIFICATE FOR SUCH SUBSCRIPTION CERTIFICATE TO
                                        BE ACCEPTED.

                                        2. Contact your broker, banker or trust company, which can arrange, on your behalf,
                                        to guarantee delivery of payment and delivery of a properly completed and executed
                                        Subscription Certificate pursuant to a notice of guaranteed delivery ("Notice of
                                        Guaranteed Delivery") by the close of business on the third business day after the
                                        Expiration Date. Your broker, banker or trust company may charge a fee for this
                                        service. The Notice of Guaranteed Delivery must be received by the Expiration Date.

                                        Rights holders will have no right to rescind a purchase after the Subscription Agent
                                        has received the Subscription Certificate or Notice of Guaranteed Delivery. See "The
                                        Offer - Method of Exercising Rights" and "The Offer - Payment for Shares."

                                        The Subscription Agent will deposit all checks received by it prior to the final due
                                        date into a segregated interest bearing account at Eastern Bank pending distribution
                                        of the shares from the Offering. All interest will accrue to the benefit of the Fund
                                        and investors will not earn interest on payments submitted.
- ----------------------------------------------------------------------------------------------------------------------------
                           SHAREHOLDER INQUIRIES SHOULD BE DIRECTED TO GEORGESON SHAREHOLDER, THE
                                        FUND'S INFORMATION AGENT, AT 1-800-732-6518.
- ----------------------------------------------------------------------------------------------------------------------------
o SALE OF RIGHTS                        The Rights are transferable until the Expiration Date and will be admitted for
                                        trading on the NYSE. Although no assurance can be given that a market for the Rights
                                        will develop, trading in the Rights on the NYSE will begin three Business Days prior
                                        to the Record Date and may be conducted until the close of trading on the last NYSE
                                        trading day prior to the Expiration Date. The value of the Rights, if any, will be
                                        reflected by the market price. Rights may be sold by individual holders or may be
                                        submitted to the Subscription Agent for sale. Any Rights submitted to the
                                        Subscription Agent for sale must be received by the Subscription Agent on or before
                                        December 19, 2002, one business day prior to the Expiration Date, due to normal
                                        settlement procedures. Trading of the Rights on the NYSE will be conducted on a
                                        when-issued basis until and including the date on which the Subscription
                                        Certificates are mailed to Record Date shareholders and thereafter will be conducted
                                        on a regular way basis until and including the last NYSE trading day prior to the
                                        Expiration Date. The shares will begin trading ex-Rights two Business Days prior to
                                        the Record Date. If the Subscription Agent receives Rights for sale in a timely
                                        manner, it will use its best efforts to sell the Rights on the NYSE. Any commissions
                                        will be paid by the selling Rights holders. Neither the Fund nor the Subscription
                                        Agent will be responsible if Rights cannot be sold and neither has guaranteed any
                                        minimum sales price for the Rights. For purposes of this Prospectus, a "Business
                                        Day" shall mean any day on which trading is conducted on the NYSE.
- ----------------------------------------------------------------------------------------------------------------------------
                     Shareholders are urged to obtain a recent trading price for the Rights on the NYSE
                             from their broker, bank, financial advisor or the financial press.
- ----------------------------------------------------------------------------------------------------------------------------
o OFFERING FEES AND EXPENSES            The Fund expects to incur approximately $229,225 of expenses in connection with the
                                        Offering. See "Fees and Expenses of The Offering" below.

o RESTRICTIONS ON FOREIGN               The Fund will not mail Subscription Certificates to shareholders whose record
                                        addresses are outside the United States or who have an APO or FPO
</TABLE>




                                     6









<PAGE>


<TABLE>
<S>                                     <C>
SHAREHOLDERS                            address. Shareholders whose addresses are outside the United States or who have an
                                        APO or FPO address and who wish to subscribe to the Offering either partially or in
                                        full should contact the Subscription Agent, by written instruction or
                                        recorded telephone conversation no later than three Business Days prior to the
                                        Expiration Date. If the Subscription Agent has received no instruction by such date,
                                        the Subscription Agent will attempt to sell all Rights and remit the net proceeds,
                                        if any, to such shareholders. If the Rights can be sold, sales of these Rights will
                                        be deemed to have been effected at the weighted average price received by the
                                        Subscription Agent on the day the Rights are sold, less any applicable brokerage
                                        commissions, taxes and other expenses.

o USE OF PROCEEDS                       The net proceeds of the Offering are estimated to be approximately $28,611,313. This
                                        figure is based on the Estimated Subscription Price per share of $5.09 and assumes
                                        all shares offered are sold and that the expenses related to the Offering estimated
                                        at approximately $229,225 are paid. The Advisers anticipate that it will take
                                        approximately six months for the Fund to invest these proceeds in accordance with
                                        its investment objective and policies under current market conditions. Pending
                                        investment, the proceeds will be invested in certain short-term debt instruments.
                                        See "Use of Proceeds" below.

o RISK FACTORS                          See "Risk Factors and Special Considerations" below.
</TABLE>


                         INFORMATION REGARDING THE FUND


Boulder Growth & Income Fund, Inc. is a non-diversified, closed-end management
investment company. The Fund's investment objective is total return. The Fund
seeks to produce both long-term capital appreciation through investment in
common stocks and income from investments in both dividend paying common stocks
and fixed income securities. The Fund typically invests in securities of
U.S.-based companies. See "Investment Objective and Policies". No assurance can
be given that the Fund's investment objective will be achieved. As of November
15, 2002, the Fund had 5,663,892 shares of Common Stock outstanding. The Fund's
common shares are traded on the NYSE under the symbol "BIF." The average weekly
trading volume of the Common Stock on the NYSE during the period from January 1,
2002 through September 30, 2002 was 9,700 shares. As of November 15, 2002, the
net assets of the Fund were approximately $35,791,465. Also see "Management of
the Fund" in the SAI.


                     RISK FACTORS AND SPECIAL CONSIDERATIONS

Following is a summary of some of the matters that you should consider before
investing in the Fund through the Offering:


DILUTION. Shareholders who do not exercise their Rights should expect that they
will, at the completion of the Offering, own a smaller proportional interest in
the Fund than if they exercised their Rights. As a result of the Offering you
may experience an immediate dilution, which could be substantial, of the
aggregate net asset value of your shares. This is because the Subscription Price
per share and/or the net proceeds to the Fund for each new share sold are likely
to be less than the Fund's net asset value per share on the Expiration Date. The
Fund cannot state precisely the extent of this dilution at this time because the
Fund does not know what the net asset value per share will be when the Offering
expires or what proportion of the Rights will be exercised. For example,
assuming that all Rights are exercised and the Subscription Price is $5.09,
which is 95% of the lesser of the Fund's weighted-average closing sale price or
its net asset value on November 15, 2002, the Fund's net asset value per share
(after payment of solicitation fees and estimated offering expenses) would be
$5.69, representing a reduction (dilution) of approximately $0.63 per share (or
10.04%). If you do not wish to exercise your Rights, you should consider selling
these Rights as set forth in this Prospectus. Any cash you receive from selling
your Rights will partially offset of any possible dilution of your interest in
the Fund. The Fund cannot give any assurance, however, that a market for the
Rights will develop or that the Rights will have any marketable value.


DISCOUNT FROM NET ASSET VALUE. Shares of closed-end funds frequently trade at a
market price that is 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 net asset value is a risk separate and distinct from the risk that
the Fund's net asset value will decrease. The risk of purchasing shares of a
closed-end fund that might trade at a Discount or unsustainable premium is more
pronounced




                                       7









<PAGE>


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.

Based on an analysis of Herzfeld, the Discount of a fund typically widens during
a rights offering and sometimes even before the offering begins. The Discount
that may occur after the completion of a rights offering (or in particular the
Offering) is difficult to analyze because there are so many other factors aside
from merely conducting a rights offering that could influence the Fund's
Discount. Based on its research, Herzfeld has concluded that, subsequent to a
rights offering, there is no evidence that discounts widen or become persistent
simply because a rights offering was conducted. For reference we have provided
data about the Fund's Discount. See "Market Price and Net Asset Value
Information" below.


REPURCHASE AND CHARTER PROVISIONS. You may sell your shares on the NYSE but,
because the Fund is a closed-end fund, you do not have the right to redeem your
shares. The Fund is authorized to repurchase its shares on the open market when
the shares are trading at a discount from net asset value as determined by the
Board from time to time. In addition, certain provisions of the Fund's charter
(the "Charter") and by-laws (the "By-Laws") may be regarded as "anti-takeover"
provisions. The Fund also has elected to become subject to certain provisions of
the Maryland General Corporation Law that may be regarded as anti-takeover
provisions. The overall effect of these provisions is to render the
accomplishment of a merger or the assumption of control by a principal
shareholder more difficult. These provisions may have the effect of depriving
you of an opportunity to sell your shares at a premium above the prevailing
market price. See "Anti-Takeover Provisions of the Charter and By-Laws."


NON-DIVERSIFIED STATUS. As a non-diversified investment company under the 1940
Act, the Fund is not as limited as a diversified fund would be in the proportion
of its assets that may be invested in securities of a single issuer. As a result
of investing a greater proportion of its assets in the securities of a smaller
number of issuers, the Fund may be more vulnerable to events affecting a single
issuer and therefore subject to greater volatility than a fund that is more
broadly diversified. Accordingly, an investment in the Fund may present greater
risk to an investor than an investment in a diversified company.


INDUSTRY RISKS AND RISKS ASSOCIATED WITH THE FUND'S INVESTMENTS. The Fund may
from time to time invest a significant portion of its assets in companies in
various industries including, but not limited to, insurance, real estate,
financial and utilities and, as a result, the value of the Fund's shares would
be more susceptible to factors affecting those particular types of industries,
including government regulation, greater price volatility for the overall
market, rapid obsolescence of products and services, intense competition and
strong market reactions to technological developments. See "Risks Associated
with the Fund's Investments" below.

FOREIGN SECURITIES. Although the Fund is limited as to the amount of foreign
securities in which it may invest (e.g., generally the Fund may invest up to 20%
of its assets in the securities of foreign companies), investing in securities
of foreign companies and foreign governments, which generally are denominated in
foreign currencies, may involve certain risk and opportunity considerations not
typically associated with investing in domestic companies and could cause the
Fund to be affected favorably or unfavorably by changes in currency exchange
rates or revaluations of currencies. The Fund does not expect to make
significant investments in foreign securities.

DEPENDENCE ON KEY PERSONNEL. The Advisers are dependent upon the expertise of
Stewart Horejsi in providing advisory services with respect to the Fund's
investments. If the Advisers were to lose the services of Mr. Horejsi, their
ability to service the Fund could be adversely affected. There can be no
assurance that a suitable replacement could be found for Mr. Horejsi in the
event of his death, resignation, retirement or inability to act on behalf of the
Advisers.

SIZE OF FUND. As of November 15, 2002, the Fund had net assets of approximately
$35.8 million. As a fund with a relatively small asset base, the Fund may be
subject to certain operational inefficiencies including: higher expense ratio,
less coverage by analysts and the marketplace in general which can contribute to
a less active trading market for the Fund's shares and consequently a wider
discount, more limited ability to attract new investors and/or take advantage of
investment opportunities and less ability to take advantage of lower transaction
costs available to larger investors.

LEVERAGING. Although the Fund is not currently leveraged, under the 1940 Act and
subject to certain exceptions, the Fund has the authority to issue debt or
preferred stock, so long as the Fund's total assets immediately after such
issuance, less certain ordinary course liabilities, exceed 300% of the amount of
the debt outstanding and exceed 200% of the sum of the amount of preferred stock
and debt outstanding. The Board has had discussions regarding the leveraging of
the Funds common shares. Use of leverage may magnify the impact on the holders
of Common Stock of changes in net asset value and the cost of leverage may
exceed the return on the securities acquired with the proceeds of leverage,
thereby diminishing rather than enhancing the return to such shareholders and
generally making the Fund's total return to such shareholders more volatile. In
addition, the Fund may be required to sell investments in order to meet dividend
or interest payments on the debt or preferred stock when it may be
disadvantageous to do so. Leveraging through the issuance of preferred stock
requires that the holders of the preferred stock have class voting rights on
various matters that could make it more difficult





                                       8









<PAGE>



for the holders of the Common Stock to change the investment objective or
fundamental policies of the Fund, to convert it to an open-end fund or make
certain other changes. See "Leverage" and "Risk Associated with Leverage" in the
SAI.

You should carefully consider your ability to assume the foregoing risks before
making an investment in the Fund. An investment in shares of the Fund is not
appropriate for all investors.

                                    FEE TABLE


<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES
- ------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>
Sales Load (as a percentage of the offering price)                                                $0
Dividend Reinvestment Plan Fees                                                                   $0
</TABLE>



<TABLE>
<CAPTION>
ANNUAL FUND EXPENSES (as a percentage of net assets attributable to common shares)
- ------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>
Management Fees                                                                                   1.25%
Administration Fees                                                                               0.30%
Other Expenses                                                                                    1.08%
</TABLE>



<TABLE>
<CAPTION>
EXAMPLE                                                           1 YEAR       3 YEARS       5 YEARS       10 YEARS
<S>                                                               <C>           <C>          <C>           <C>
You would pay the following  expenses on a $1,000  investment     $26.30        $80.78       $137.85       $292.89
assuming a 5% annual return.
</TABLE>



The purpose of the foregoing table and example is to assist Rights holders in
understanding the various costs and expenses that an investor in the Fund bears,
directly or indirectly, BUT SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR
FUTURE EXPENSES OR RATES OF RETURN. THE ACTUAL EXPENSES OF THE FUND MAY BE
GREATER OR LESS THAN THOSE SHOWN. The figures provided under "Other Expenses"
are based upon estimated amounts for the current fiscal year. For more complete
descriptions of certain of the Fund's cost and expenses, see "Management of the
Fund" in this Prospectus and the SAI. Also see "Expenses of the Fund" below.


As stated above, the Independent Directors conditioned their approval of the
Offering on (1) the Advisers' agreeing to waive one-half of any advisory fees
which would be charged against the uninvested proceeds from the Offering until
such time as 50% or more of the proceeds have been invested in common stock
equities in accordance with the Fund's investment objective and (2) the Fund's
administrator agreeing to cap the Fund's expense ratio for the one-year period
following the Offering at the Fund's actual expense ratio in effect on the
expiration of the Offering, excluding extraordinary expenses. The Advisers and
the Fund's administrator have agreed to both of these conditions, neither of
which is reflected in the foregoing table and example.

                              FINANCIAL HIGHLIGHTS


The table below sets forth selected financial data for a share of Common Stock
outstanding throughout the period presented. The below per share operating
performance and ratios for the period ending June 30, 2001 and prior years, were
audited by the Fund's previous independent accountants. The below per share
operating performance and ratios for the period ended June 30, 2002, were
audited by KPMG LLP, the Fund's independent accountants, as stated in their
report which is incorporated by reference into the SAI. The following
information should be read in conjunction with the Financial Statements and
Notes thereto, which are incorporated by reference into the SAI. The table below
contains per share operating performance data, total investment returns, ratios
to average net assets and other supplemental data.




                                       9









<PAGE>



<TABLE>
<CAPTION>
                                     --------------------------------------------------------------------------------------
                                                                      Year Ended June 30
                                     --------------------------------------------------------------------------------------
                                         2002     2001     2000     1999     1998    1997     1996    1995     1994    1993
                                     --------------------------------------------------------------------------------------
<S>                                     <C>     <C>     <C>      <C>      <C>      <C>     <C>      <C>     <C>      <C>
OPERATING PERFORMANCE:
Net asset value, beginning of year      $8.65    $8.96   $10.07   $10.75   $10.17   $9.62   $10.07   $9.39   $10.28   $9.67
                                     --------------------------------------------------------------------------------------
Net investment income                    0.58     0.70     0.67     0.78     0.75    0.73     0.76    0.76     0.75    0.91
Net realized and unrealized gain/
(loss) on investments                  (1.49)   (0.31)   (1.02)   (0.70)     0.59    0.62   (0.41)    0.72   (0.77)    0.60
                                     --------------------------------------------------------------------------------------
Total from investment operations       (0.91)     0.39   (0.35)     0.08     1.34    1.35     0.35    1.48   (0.02)    1.51
                                     --------------------------------------------------------------------------------------
DISTRIBUTIONS:
Dividends paid from net investment
income to shareholders                 (0.59)   (0.70)   (0.76)   (0.76)   (0.76)  (0.80)   (0.80)  (0.80)   (0.87)  (0.90)
Net asset value, end of year            $7.15    $8.65    $8.96   $10.07   $10.75  $10.17    $9.62  $10.07    $9.39  $10.28
                                     --------------------------------------------------------------------------------------
Market value, end of year               $6.78    $8.50    $8.25    $9.63    $9.63   $9.13    $9.00   $9.25    $9.38  $10.75
                                     ======================================================================================
Total investment return based on net
asset value('D')                      -11.36%    4.41%   -3.70%    0.64%   13.57%  15.19%    3.64%  17.08%  (0.60%)  16.36%
                                     ======================================================================================
Total investment return based on
market value('D')                     -14.47%   11.77%   -6.81%    7.85%   14.01%  10.48%    5.56%   7.72%  (5.10%)  20.69%
                                     ======================================================================================
RATIOS AND SUPPLEMENTAL DATA:
Ratio of expenses to average net
assets                               1.95%(*) 1.82%(*) 2.51%(*)    1.12%    1.12%   1.19%    1.17%   1.22%    1.16%   1.23%
Ratio of net investment income to
average net assets                      6.96%    8.03%    7.08%    7.46%    7.11%   7.43%    7.49%   7.99%    7.38%   9.13%
SUPPLEMENTAL DATA:
Portfolio turnover rate                  180%      83%      53%      58%      73%     26%      30%     30%      47%     45%
Net assets, end of year (in 000's)    $40,514  $48,990  $50,591  $56,841  $60,670 $57,000  $54,000 $57,000  $53,000 $56,000
                                     ---------------------------------------------------------------------------------------
Number of shares outstanding at end
of year (in 000's)                      5,664    5,664    5,644    5,644    5,644   5,644    5,644   5,644    5,638   5,528
</TABLE>


 ('D') Assumes reinvestment of distributions at the price obtained by the
       Fund's Dividend Reinvestment Plan.

 (*)   For the years ended June 30, 2002, 2001 and 2000, the ratio of expenses
       to average net assets excluding the costs attributable to a proxy
       contest and related matters was 1.65%, 1.26% and 1.55%, respectively.

                                  THE OFFERING

TERMS OF THE OFFERING. The Fund is issuing to shareholders on the Record Date
("Record Date Shareholders") Rights to subscribe for shares of the Common Stock.
Each Record Date Shareholder is being issued one transferable Right for each
share of Common Stock owned on the Record Date. The Rights entitle the holder to
acquire one Share at the Subscription Price for each one Right held. The number
of Rights to be issued to a Record Date Shareholder will be rounded down to the
nearest number of Rights evenly divisible by one. Rights may be exercised at any
time during the period which commences on December 2, 2002, and ends at 5:00
p.m., New York time, on December 20, 2002 (the "Subscription Period"), unless
extended by the Fund to a date not later than December 29, 2002, at 5:00 p.m.,
New York time. See "Expiration of the Offering." The Right to acquire one
additional Share for each one Right held during the Subscription Period at the
Subscription Price is hereinafter referred to as the "Primary Subscription."

In addition, any Record Date Shareholder who fully exercises all Rights
initially issued to him is entitled to subscribe for shares which were not
otherwise subscribed for by others in the Primary Subscription (the
"Over-Subscription Privilege"). For purposes of determining the maximum number
of shares a Record Date Shareholder may acquire pursuant to the Offering,
broker-dealers whose shares are held of record by Cede & Co., Inc. ("Cede"),
nominee for The Depository Trust Company, or by any other depository or nominee,
will be deemed to be the holders of the Rights that are issued to Cede or such
other depository or nominee on their behalf. Shares acquired pursuant to the
Over-Subscription Privilege are subject to allotment, which is more fully
discussed below under "Over-Subscription Privilege."


The Ernest Horejsi Trust No. 1B, a South Dakota grantor trust established by
Stewart R. Horejsi's father (the "EH Trust"), is the Fund's largest shareholder,
holding 20.68% of the Fund's commons stock. The EH Trust and certain other
trusts and entities affiliated with the Horejsi family (collectively defined on
Page 2 above as the "Horejsi Affiliates") may be deemed





                                       10









<PAGE>




to control the Fund (see "Security Ownership by Certain Beneficial Owners" in
the SAI). Stewart R. Horejsi, the Fund's primary investment manager (see
"Information Regarding the Advisers and Administrator" below), is a beneficiary
under the EH Trust as well as under various other trusts comprising part of the
Horejsi Affiliates. Mr. Horejsi is also the primary investment manager for all
of the Horejsi Affiliates.

The Horejsi Affiliates may or may not exercise their Over-Subscription
Privilege. If the Horejsi Affiliates fully exercise their Over-Subscription
Privilege, under certain circumstances (e.g., low shareholder participation in
both the Offering and the Over-Subscription Privilege), the Horejsi Affiliates
could substantially increase their percentage ownership in the Fund at an
advantageous price. For example, with Horejsi Affiliates presently owning 20.7%
of the Fund's shares, if shareholder participation was such that 30% of the
shares in the Offering were unsubscribed or the Rights were not traded, thus
permitting the Affiliates as well as other participating shareholders to
over-subscribe in proportion to their ownership in the Fund, the Horejsi
Affiliates could increase their ownership position in the Fund from 20.7% to 25%
(or possibly more if shareholder participation in the over-subscription
privilege was low) at an advantageous price.


Any shares acquired in the Offering by the Horejsi Affiliates as "affiliates" of
the Fund as that term is defined under the Securities Act of 1933, as amended
(the "Securities Act"), may only be sold in accordance with Rule 144 under the
Securities Act or another applicable exemption or pursuant to an effective
registration statement under the Securities Act. In general, under Rule 144, as
currently in effect, an "affiliate" of the Fund is entitled to sell, within any
three-month period, a number of shares that does not exceed the greater of 1% of
the then outstanding shares of Common Stock or the average weekly reported
trading volume of the Common Stock during the four calendar weeks preceding such
sale. Sales under Rule 144 are also subject to certain restrictions on the
manner of sale, to notice requirements and to the availability of current public
information about the Fund. In addition, any profit resulting from the sale of
shares so acquired, if the shares are held for a period of less than six months,
will be returned to the Fund.

Rights will be evidenced by Subscription Certificates. The number of Rights
issued to each holder will be stated on the Subscription Certificates delivered
to the holder. The method by which Rights may be exercised and shares paid for
is set forth below in "Method of Exercising Rights" and "Payment for Shares." A
Rights holder will have no right to rescind a purchase after the Subscription
Agent has received payment. See "Payment for Shares" below. Shares issued
pursuant to an exercise of Rights will be listed on the NYSE.

The Rights are transferable until the Expiration Date and have been admitted for
trading on the NYSE. Assuming a market exists for the Rights, the Rights may be
purchased and sold through usual brokerage channels and sold through the
Subscription Agent. Although no assurance can be given that a market for the
Rights will develop, trading in the Rights on the NYSE will begin three Business
Days before the Record Date and may be conducted until the close of trading on
the last NYSE trading day prior to the Expiration Date. Trading of the Rights on
the NYSE will be conducted on a when issued basis until and including the date
on which the Subscription Certificates are mailed to Record Date Shareholders
and thereafter will be conducted on a regular way basis until and including the
last Exchange trading day prior to the Expiration Date. The method by which
Rights may be transferred is set forth below in "Method of Transferring Rights."
The underlying shares will also be admitted for trading on the NYSE and will
begin trading ex-Rights two Business Days prior to the Record Date.


PURPOSE OF THE OFFERING. The Board of Directors of the Fund has determined that
it would be in the best interests of the Fund and the shareholders to increase
the assets of the Fund available for investment, thereby permitting the Fund to
be in a better position to more fully take advantage of investment opportunities
that may arise. In addition, the Board believes that increasing the size of the
Fund may lower the Fund's expenses as a proportion of average net assets because
the Fund's fixed costs can be spread over a larger asset base. The Offering
seeks to reward existing shareholders by giving them the right to purchase
additional shares at a price that may be below market and/or net asset value
without incurring any commission charge. The distribution to shareholders of
transferable Rights, which themselves may have intrinsic value, will also afford
non-subscribing shareholders the potential of receiving a cash payment upon sale
of such Rights, receipt of which may be viewed as partial compensation for the
possible dilution of their interests in the Fund. See "Reasons for Conducting
the Offering" below.


REASONS FOR CONDUCTING THE OFFERING. Although there are numerous reasons for the
Fund's conducting a rights offering, Management has emphasized two primary
reasons:


    Spreading Expenses Across More Assets. As a closed-end mutual fund gets
    smaller, its expense ratio (i.e., the ratio of expenses to fund assets)
    necessarily increases. This is because all funds have certain fixed costs
    (e.g., fidelity bonds, insurance, legal, accounting and printing costs,
    etc.) which are not charged in proportion to the fund's size. As a fund gets
    smaller, these fixed costs get spread over fewer assets, thus resulting in a
    higher expense ratio. The opposite occurs as a fund's assets increase, that
    is, the fixed costs are spread across a larger asset base thus resulting in
    a lower expense ratio. In the case of the Fund, since its initial public
    offering in 1974, it has shrunk from its original size of $70 million to
    around $35.8 million as of November 15, 2002. Management believes that,
    even at $70 million, the Fund would lack the critical mass to be considered
    an efficiently run closed-end fund.




                                       11









<PAGE>



    The current actual expense ratio ("Current Actual Expense Ratio") is
    estimated by Management to be 2.63% on an annualized basis based on total
    current net assets of approximately $35.8 million (as of November 15, 2002).
    1.55% of this Current Actual Expense Ratio consists of the fees paid to the
    Advisers and Administrator. These percentages are not expected to change,
    regardless of any potential increase in net assets from the Offering. The
    remaining component of the Current Actual Expense Ratio (i.e., 1.08%)
    consists primarily of expenses charged as a fixed-dollar amount (e.g., legal
    fees, customary proxy related expenses, and insurance). Since these expenses
    are not charged on a percentage basis, they do not tend to be significantly
    affected by increases or decreases in the Fund's total net assets. Using the
    actual expenses incurred by the Fund during fiscal year ending June 30,
    2002, the fixed-dollar expenses totaled $410,400 or 1.08% of current total
    net assets. It is this fixed-dollar amount that would be spread over the
    larger asset base from the Offering and thus result in a decrease in the
    Current Actual Expense Ratio.

    Assuming that (i) the Subscription Price is $5.09 (i.e., 95% of the lower of
    the Fund's NAV or average 5-day volume-weighted closing sale price on
    November 15, 2002), and (ii) the Offering is fully subscribed, the Fund's
    estimated expense ratio would be 1.94%. This compares favorably to the
    Current Actual Expense Ratio of 2.63% - a difference of 0.73% per annum -
    representing a significant increase in operating efficiency. This difference
    is much smaller if certain expenses that Management does not consider to be
    typical operating expenses are excluded. For example, during its last fiscal
    year, the Fund incurred a high level of legal and proxy related expenses in
    connection with a proxy contest that occurred during the Fall of 2001 and a
    special shareholders' meeting in April 2002 to change the Fund's adviser and
    objective. Management does not anticipate this type or level of expense to
    typically occur in the future. Excluding the higher expenses incurred in the
    proxy contest and special shareholders meeting, Management estimates that
    the Fund's expense ratio will be 2.23% annualized. Based on this "adjusted"
    expense ratio, the above example would indicate an annualized savings of
    0.29%. The Administrator has agreed to reimburse expenses for the one-year
    period beginning on the Expiration Date to the extent necessary to maintain
    the net average annualized expense ratio of the Fund at its level on the
    Expiration Date, excluding any out of the ordinary expenses (e.g.,
    litigation costs) incurred by the Fund after the Offering.

    TAKING ADVANTAGE OF INVESTMENT OPPORTUNITIES. As of the date of this
    Prospectus, the Fund is fully invested in accordance with its investment
    objective. The recent decline in the stock market over the last 2 years has
    resulted, in some instances, in lower equity prices on good companies which
    have not been available during the recent past. In addition, lower stock
    prices are sometimes seen toward year-end due to investors selling portfolio
    holdings to recognize tax losses. The Offering may permit the Fund to take
    advantage of such opportunities if they arise, without necessarily having to
    liquidate Fund holdings to raise cash. When Management sees an opportunity,
    it wants to be able to take advantage of it quickly and make a significant
    investment, without having to sell current holdings in the process. Having
    the cash resources to accomplish this is very important.


Other reasons supporting the Offering include the following:

    INCREASING LIQUIDITY. By conducting the Offering, the liquidity of the
    Fund's shares in the market may increase based solely on the fact that there
    would be more shares outstanding. In addition, by making the Rights
    transferable, there is a good probability that the number of Fund
    shareholders will increase after the Offering, which would also increase the
    likelihood of greater liquidity in the Fund's shares.

    RETAINING GOOD INVESTMENTS. In a closed-end fund like the Fund, there are
    limits on the Fund's ability to take advantage of new, possibly better
    opportunities as they may arise in the future. Rather than sell a good
    company to free up cash to take advantage of these new opportunities, the
    Advisers believe that shareholders are better served by raising more cash
    through a rights offering. This approach in the long-term tends to be more
    tax-efficient.

    REDUCED TRANSACTION COSTS. A rights offering rewards existing shareholders
    an opportunity to purchase additional shares of Common Stock at a price that
    is below market value and net asset value without the transaction costs that
    would be associated with open-market purchases or initial public offerings
    (e.g., brokerage commissions and underwriting fees).

    MORE INFLUENCE. A rights offering permits a fund to grow, and as it grows, a
    fund can exert more influence in effecting changes (or preventing changes)
    within the companies in which it invests.

    INVESTING FOR CONTROL. Although investing for control is not a primary
    strategy of the Fund, at those times when Management sees an opportunity and
    chooses to do so, it wants the Fund to be big enough and thus have the
    financial wherewithal to buy the requisite controlling shares.

    BETTER TREATMENT FROM BROKERS. Larger funds can buy "in quantity" and can
    sometimes receive better execution and lower commissions from brokers
    because of their size.

    IMPROVING ANALYST COVERAGE. Increasing the Fund's size may increase analyst
    coverage which may in turn stimulate investor interest in the Fund and
    ultimately result in narrowing and maintaining a narrow discount.




                                       12









<PAGE>




THE SUBSCRIPTION PRICE. The Subscription Price for the shares to be issued under
the Offering will be equal to 95% of the lesser of (a) the NAV on the Pricing
Date or (b) the volume-weighted average closing sale price of a share on the
NYSE for the Pricing Date and the four preceding trading days (the "Average
Closing Price").

For example, if the Offering were held using a pricing date of November 15,
2002, at which time the NAV was $6.32, the market price on such date was $5.35,
the discount was 15.34%, and the Average Closing Price for the week was $5.36,
then the Subscription Price would be $5.09.


OVER-SUBSCRIPTION PRIVILEGE. If all of the Rights initially issued are not
exercised, any shares for which subscriptions have not been received will be
offered, by means of the Over-Subscription Privilege, to Record Date
Shareholders who have exercised all the Rights initially issued to them and who
wish to acquire more than the number of shares for which the Rights issued to
them are exercisable. Record Date Shareholders who exercise all the Rights
initially issued to them will have the opportunity to indicate on the
Subscription Certificate how many shares they are willing to acquire pursuant to
the Over-Subscription Privilege. If sufficient shares remain after the Primary
Subscriptions have been exercised, all over-subscriptions will be honored in
full. If sufficient shares are not available to honor all over-subscriptions,
the available shares will be allocated among those who over-subscribe based on
the number of Rights originally issued to them by the Fund. The percentage of
remaining shares each over-subscribing shareholder may acquire will be rounded
down to result in delivery of whole shares. The allocation process may involve a
series of allocations in order to assure that the total number of shares
available for over-subscriptions is distributed on a pro rata basis.

The method by which shares will be distributed and allocated pursuant to the
Over-Subscription Privilege is as follows. Shares will be available for purchase
pursuant to the Over-Subscription Privilege only to the extent that the maximum
number of shares is not subscribed for through the exercise of the Primary
Subscription by the Expiration Date. If the shares so available ("Excess
Shares") are not sufficient to satisfy all subscriptions pursuant to the
Over-Subscription Privilege, the Excess Shares will be allocated pro rata
(subject to the elimination of fractional shares) among those holders of Rights
exercising the Over-Subscription Privilege, in proportion, not to the number of
shares requested pursuant to the Over-Subscription Privilege, but to the number
of shares held on the Record Date; provided, however, that if this pro rata
allocation results in any holder being allocated a greater number of Excess
Shares than the holder subscribed for pursuant to the exercise of such holder's
Over-Subscription Privilege, then such holder will be allocated only such number
of Excess Shares as such holder subscribed for and the remaining Excess Shares
will be allocated among all other holders exercising Over-Subscription
Privileges. The formula to be used in allocating the Excess Shares is as
follows:

           Holder's Record Date Position
       --------------------------------------
         Total Record Date Position by All    x      Excess Shares Remaining.
                 Over-Subscribers

The Fund will not offer or sell any shares which are not subscribed for under
the Primary Subscription or the Over-Subscription Privilege.

EXPIRATION OF THE OFFERING. The Offering will expire at 5:00 p.m., New York
time, on the Expiration Date (December 20, 2002), unless extended by the Fund to
a date not later than December 29, 2002, at 5:00 p.m., New York time (the
"Extended Expiration Date"). Rights will expire on the Expiration Date (or
Extended Expiration Date as the case may be) and thereafter may not be
exercised.


SALES BY SUBSCRIPTION AGENT. Holders of Rights who do not wish to exercise any
or all of their Rights may instruct the Subscription Agent to sell any
unexercised Rights. The Subscription Certificates representing the Rights to be
sold by the Subscription Agent must be received on or before the Expiration
Date (unless extended). Upon the timely receipt of appropriate instructions to
sell Rights, the Subscription Agent will use its best efforts to complete the
sale and will remit the proceeds of sale, net of commissions, if any, to the
holders. If the Rights can be sold, sales of the Rights will be deemed to have
been effected at the weighted average price received by the Subscription Agent
on the day such Rights are sold. The selling Rights holder will pay all
brokerage commissions incurred by the Subscription Agent on a prorata basis
with other selling Rights holders. These sales may be effected by the
Subscription Agent through independent registered broker-dealers. The
Subscription Agent will attempt to sell all Rights that remain unclaimed as a
result of Subscription Certificates being returned by the postal authorities
as undeliverable as of the fourth Business Day prior to the Expiration Date.
These sales will be made net of commissions on behalf of the non-claiming
shareholders. Proceeds from those sales will be held by Eastern Bank for the
account of the non-claiming shareholder until the proceeds are either claimed
or escheat. There can be no assurance that the Subscription Agent will be able
to complete the sale of any of these Rights and neither the Fund nor the
Subscription Agent has guaranteed any minimum sales price for the Rights. All
of these Rights will be sold at the market price, if any, on the NYSE.


METHOD OF TRANSFERRING RIGHTS. The Rights evidenced by a single Subscription
Certificate may be transferred in whole by endorsing the Subscription
Certificate for transfer in accordance with the accompanying instructions. A
portion of the Rights evidenced by a single Subscription Certificate (but not
fractional Rights) may be transferred by delivering to the Subscription Agent a
Subscription Certificate properly endorsed for transfer, with




                                       13









<PAGE>


instructions to register the portion of the Rights evidenced thereby in the name
of the transferee (and to issue a new Subscription Certificate to the transferee
evidencing the transferred Rights). In this event, a new Subscription
Certificate evidencing the balance of the Rights will be issued to the Rights
holder or, if the Rights holder so instructs, to an additional transferee.

Holders wishing to transfer all or a portion of their Rights (but not fractional
Rights) should allow at least three Business Days prior to the Expiration Date
for (i) the transfer instructions to be received and processed by the
Subscription Agent, (ii) a new Subscription Certificate to be issued and
transmitted to the transferee or transferees with respect to transferred Rights,
and to the transferor with respect to retained rights, if any, and (iii) the
Rights evidenced by the new Subscription Certificates to be exercised or sold by
the recipients thereof. Neither the Fund nor the Subscription Agent shall have
any liability to a transferee or transferor of Rights if Subscription
Certificates are not received in time for exercise or sale prior to the
Expiration Date.

Except for the fees charged by the Subscription Agent (which will be paid by the
Fund as described below), all commissions, fees and other expenses (including
brokerage commissions and transfer taxes) incurred in connection with the
purchase, sale or exercise of Rights will be for the account of the transferor
of the Rights, and none of these commissions, fees or expenses will be paid by
the Fund or the Subscription Agent.

The Fund anticipates that the Rights will be eligible for transfer through, and
that the exercise of the Primary Subscription and Over-Subscription may be
effected through, the facilities of DTC. Rights exercised through DTC are
referred to as "DTC Exercised Rights".

METHOD OF EXERCISING RIGHTS. Rights may be exercised by filling in and signing
the reverse side of the Subscription Certificate and mailing it in the envelope
provided, or otherwise delivering the completed and signed Subscription
Certificate to the Subscription Agent, together with payment for the shares as
described below under "Payment for Shares." Rights may also be exercised through
a Rights holder's broker, who may charge the Rights holder a servicing fee in
connection with such exercise.


Completed Subscription Certificates must be received by the Subscription Agent
prior to 5:00 p.m., New York time, on the Expiration Date (unless payment is
effected by means of a notice of guaranteed delivery as described below under
"Payment for Shares"). The Subscription Certificate and payment should be
delivered to Colbent Corporation at the following address:

If By Mail:                Colbent Corporation
                           Attn: Corporate Actions
                           P.O. Box 859208
                           Braintree, MA  02185-9208

If By Hand:                Securities Transfer & Reporting Services, Inc.
                           c/o Colbent Corporation
                           Attn: Corporate Actions
                           100 William Street, Galleria
                           New York, New York  10038

If By Overnight Courier:   Colbent Corporation
                           Attn: Corporate Actions
                           40 Campanelli Drive
                           Braintree, MA 02184

SUBSCRIPTION AGENT. The Subscription Agent is Colbent Corporation, Attn:
Corporate Actions, P.O. Box 859208, Braintree, MA 02185-9208. The Subscription
Agent will receive from the Fund an amount estimated to be $62,500, comprised of
the fee for its services and the reimbursement for certain expenses related to
the Offering. INQUIRIES BY ALL HOLDERS OF RIGHTS SHOULD BE DIRECTED TO THE
INFORMATION AGENT AT 1-800-732-6518; HOLDERS MAY ALSO CONSULT THEIR BROKERS OR
NOMINEES.

PAYMENT FOR SHARES. Payment for shares shall be calculated by multiplying the
Estimated Subscription Price of $5.09 per share times the sum of (i) the number
of Rights held and intended to be exercised in the Primary Subscription, plus
(ii) the number of additional shares for which a shareholder wishes to
over-subscribe under the Over-Subscription Privilege. For example, if a
shareholder receives 100 Rights and wishes to subscribe for 100 shares in the
Primary Subscription, and also wishes to over-subscribe for 50 additional shares
under the Over-Subscription Privilege, he would send in $5.09 x 100 ($509.00)
plus $5.09 x 50 ($255). Holders of Rights who wish to acquire shares on Primary
Subscription or pursuant to the Over-Subscription Privilege may choose between
the following methods of payment:




                                       14









<PAGE>




          1. If, prior to 5:00 p.m., New York time, on the Expiration Date, the
             Subscription Agent shall have received a notice of guaranteed
             delivery by telegram or otherwise, from a bank or trust company or
             a NYSE member firm guaranteeing delivery of (i) payment of the
             Estimated Subscription Price of $5.09 per share for the shares
             subscribed for in the Primary Subscription and any additional
             shares subscribed for pursuant to the Over-Subscription Privilege
             and (ii) a properly completed and executed Subscription
             Certificate, the subscription will be accepted by the Subscription
             Agent. The Subscription Agent will not honor a notice of guaranteed
             delivery unless a properly completed and executed Subscription
             Certificate is received by the Subscription Agent prior to 5:00
             p.m., New York time, on the third (3rd) business day after the
             Expiration Date (the "Protect Period").

          2. Alternatively, a shareholder can, together with the properly
             completed and executed Subscription Certificate, send payment for
             the shares acquired in the Primary Subscription and any additional
             shares subscribed for pursuant to the Over-Subscription Privilege,
             to the Subscription Agent based on the Estimated Subscription Price
             of $5.09 per share. To be accepted, such payment, together with the
             Subscription Certificate, must be received by the Subscription
             Agent prior to 5:00 p.m., New York time, on the Expiration Date.

If the Estimated Subscription Price is greater than the actual per share
purchase price, the excess payment will be applied toward the purchase of
additional shares to the extent that there remain sufficient unsubscribed shares
available after the Primary and Over-Subscription allocations are completed. To
the extent that sufficient unsubscribed shares are not available to apply all of
the excess payment toward the purchase of additional shares, available shares
will be allocated in the manner consistent with that described in the section
entitled "Over-Subscription Privilege" above. Any excess payment will be
refunded to you to the extent that additional shares are not available.


A PAYMENT, PURSUANT TO THE SECOND METHOD DESCRIBED ABOVE, MUST ACCOMPANY ANY
SUBSCRIPTION CERTIFICATE FOR SUCH SUBSCRIPTION CERTIFICATE TO BE ACCEPTED.


Within five (5) business days following the completion of the Protect Period, a
confirmation will be sent by the Subscription Agent to each shareholder (or, if
the Fund's shares on the Record Date are held by Cede or any other depository or
nominee, to Cede or such other depository or nominee). The date of the
confirmation is referred to as the "Confirmation Date." The confirmation will
show (i) the number of shares acquired pursuant to the Primary Subscription;
(ii) the number of shares, if any, acquired pursuant to the Over-Subscription
Privilege; (iii) the per Share and total purchase price for the shares; and (iv)
any additional amount payable by such shareholder to the Fund (e.g., if the
Estimated Subscription Price was less than the Subscription Price on the Pricing
Date) or any excess to be refunded by the Fund to such shareholder (e.g., if the
Estimated Subscription Price was more than the Subscription Price on the Pricing
Date). Any additional payment required from a shareholder must be received by
the Subscription Agent prior to 5:00 p.m., New York time, on the tenth (10th)
business day after the Confirmation Date, and any excess payment to be refunded
by the Fund to such shareholder will be mailed by the Subscription Agent within
ten (10) business days after the Confirmation Date. All payments by a
shareholder must be made in United States Dollars by money order or by checks
drawn on banks located in the Continental United States payable to Eastern Bank
acting on behalf of the Subscription Agent.


Whichever of the above two methods is used, issuance and delivery of
certificates for the shares subscribed for are subject to collection of funds
and actual payment pursuant to any notice of guaranteed delivery.


The Subscription Agent will deposit all checks received by it prior to the final
due date into a segregated interest bearing account at Eastern Bank pending
distribution of the shares from the Offering. All interest will accrue to the
benefit of the Fund and investors will not earn interest on payments submitted.


YOU WILL HAVE NO RIGHT TO RESCIND YOUR SUBSCRIPTION AFTER THE SUBSCRIPTION AGENT
HAS RECEIVED THE SUBSCRIPTION CERTIFICATE OR NOTICE OF GUARANTEED DELIVERY.

If a holder of Rights who acquires shares pursuant to the Primary Subscription
or the Over-Subscription Privilege does not make payment of any amounts due, the
Fund reserves the right to take any or all of the following actions: (i) find
other purchasers for such subscribed-for and unpaid-for shares; (ii) apply any
payment actually received by it toward the purchase of the greatest whole number
of shares which could be acquired by such holder upon exercise of the Primary
Subscription or the Over-Subscription Privilege; (iii) sell all or a portion of
the shares purchased by the holder in the open market, and apply the proceeds to
the amounts owed; and (iv) exercise any and all other rights or remedies to
which it may be entitled, including, without limitation, the right to set off
against payments actually received by it with respect to such subscribed shares
and to enforce the relevant guaranty of payment.

Holders who hold shares of Common Stock for the account of others, such as
brokers, trustees or depositaries for securities, should notify the respective
beneficial owners of the shares as soon as possible to ascertain the beneficial
owners' intentions and to obtain instructions with respect to the Rights. If the
beneficial owner so instructs, the record holder of the Rights should complete
Subscription Certificates and submit them to the Subscription Agent with the
proper payment. In addition,




                                       15









<PAGE>


beneficial owners of Common Stock or Rights held through such a holder should
contact the holder and request the holder to effect transactions in accordance
with the beneficial owner's instructions.

The instructions accompanying the Subscription Certificates should be read
carefully and followed in detail. DO NOT SEND SUBSCRIPTION CERTIFICATES TO THE
FUND.

The method of delivery of Subscription Certificates and payment of the
Subscription Price to the Subscription Agent will be at the election and risk of
the Rights Holders, but if sent by mail it is recommended that the certificates
and payments be sent by registered mail, properly insured, with return receipt
requested, and that a sufficient number of days be allowed to ensure delivery to
the Subscription Agent and clearance of payment prior to 5:00 p.m., New York
time, on the Expiration Date. Because uncertified personal checks may take at
least five business days to clear, you are strongly urged to pay, or arrange for
payment, by means of a certified or cashier's check or money order.

All questions concerning the timeliness, validity, form and eligibility of any
exercise of Rights will be determined by the Fund, whose determinations will be
final and binding. The Fund in its sole discretion may waive any defect or
irregularity, or permit a defect or irregularity to be corrected within such
time as it may determine, or reject the purported exercise of any Right.
Subscriptions will not be deemed to have been received or accepted until all
irregularities have been waived or cured within such time as the Fund determines
in its sole discretion. Neither the Fund nor the Subscription Agent will be
under any duty to give notification of any defect or irregularity in connection
with the submission of Subscription Certificates or incur any liability for
failure to give such notification.

DELIVERY OF STOCK CERTIFICATES. Certificates representing shares purchased
pursuant to the Primary Subscription will be delivered to subscribers as soon as
practicable after the corresponding Rights have been validly exercised and full
payment for the shares has been received and cleared. Certificates representing
shares purchased pursuant to the Over-Subscription Privilege will be delivered
to subscribers as soon as practicable after the Expiration Date and after all
allocations have been effected.


FOREIGN RESTRICTIONS. Subscription Certificates will only be mailed to Record
Date Shareholders whose addresses are within the United States (other than an
APO or FPO address). Record Date Shareholders whose addresses are outside the
United States or who have an APO or FPO address and who wish to subscribe to the
Offering either in part or in full should contact the Subscription Agent
(Colbent Corporation), by written instruction or recorded telephone conversation
at 781-843-1833 ext 203, no later than three Business Days prior to the
Expiration Date. The Fund will determine whether the Offering may be made to any
such shareholder. If the Subscription Agent has received no instruction by the
third business day prior to the Expiration Date or the Fund has determined that
the Offering may not be made to a particular shareholder, the Subscription Agent
will attempt to sell all of such shareholder's Rights and remit the net
proceeds, if any, to such shareholders. If the Rights can be sold, sales of
these Rights will be deemed to have been effected at the weighted average price
received by the Subscription Agent on the day the Rights are sold, less any
applicable brokerage commissions, taxes and other expenses.


FEDERAL INCOME TAX CONSEQUENCES ASSOCIATED WITH THE OFFERING. The following is a
general summary of the significant federal income tax consequences of the
receipt of Rights by a Record Date Shareholder and a subsequent lapse, exercise
or sale of such Rights. The discussion also addresses the significant federal
income tax consequences to a holder that purchases Rights in a secondary-market
transaction (e.g., on the NYSE). The discussion is based upon applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code"), the
Treasury Regulations promulgated thereunder and other authorities currently in
effect but does not address any state, local or foreign tax consequences of the
Offering. The discussion assumes, as is expected, that the fair market value of
the Rights distributed to all of the Record Date Shareholders will be less than
15% of the total fair market value of all of the Fund's Common Stock as of the
Record Date.

For purposes of the following discussion, the term "Old Share" shall mean a
currently outstanding share of the Fund's Common Stock with respect to which a
Right is issued and the term "New Share" shall mean a newly issued share of the
Fund's Common Stock that is received upon the exercise of a Right.


FOR ALL RECORD DATE SHAREHOLDERS.


    Neither the receipt nor the exercise of Rights by a Record Date Shareholder
    will result in taxable income to such shareholder for federal income tax
    purposes regardless of whether or not the shareholder makes the
    below-described election which is available under Section 307(b)(2) of the
    Code (a "Section 307(b)(2) Election").

    If a Record Date Shareholder makes a Section 307(b)(2) Election, the
    shareholder's federal income tax basis in any Right received pursuant to the
    Offering will be equal to a portion of the shareholder's existing federal
    income tax basis in the related Old Share. If made, a Section 307(b)(2)
    Election is effective with respect to all Rights received by a Record Date
    Shareholder. A Section 307(b)(2) Election is made by attaching a statement
    to the Record Date Shareholder's federal income tax return for the taxable
    year which includes the Record Date. Record Date





                                       16









<PAGE>


    Shareholders should carefully review the differing federal income tax
    consequences described below before deciding whether or not to make a
    Section 307(b)(2) Election.


FOR RECORD DATE SHAREHOLDERS MAKING A SECTION 307(B)(2) ELECTION.


    LAPSE OF RIGHTS. If a Record Date Shareholder makes a Section 307(b)(2)
    Election, no taxable loss will be realized for federal income tax purposes
    if the shareholder retains a Right but allows it to lapse without exercise.
    Moreover, the existing federal income tax basis of the related Old Share
    will not be reduced as a result of such lapse.

    EXERCISE OF RIGHTS. If an electing Record Date Shareholder exercises a
    Right, the shareholder's existing federal income tax basis in the related
    Old Share must be allocated between such Right and the Old Share in
    proportion to their respective fair market values as of the Record Date.
    Upon such exercise of the shareholder's Rights, the New Shares received by
    the shareholder pursuant to such exercise will have a federal income tax
    basis equal to the sum of the basis of such Rights as described in the
    previous sentence and the Subscription Price paid for the New Shares (as
    increased by any servicing fee charged to the shareholder by his broker,
    bank or trust company and other similar costs). If the Record Date
    Shareholder subsequently sells such New Shares (and holds such shares as
    capital assets at the time of their sale), the shareholder will recognize a
    capital gain or loss equal to the difference between the amount received
    from the sale of the New Shares and the shareholder's federal income tax
    basis in the New Shares as described above. Such capital gain or loss will
    be long-term capital gain or loss if the New Shares are sold more than one
    year after the date that the New Shares are acquired by the Record Date
    Shareholder. In addition, if a Record Date Shareholder exercises a Right and
    later sells the related Old Share, his gain on the sale of the Old Share
    will be increased (or his loss decreased) by the amount of the shareholder's
    original basis in the Old Share that was allocated to the related Right as
    described above.

    SALE OF RIGHTS. If an electing Record Date Shareholder sells a Right, he
    will recognize a gain or loss equal to the difference between the amount
    received for such Right and the federal income tax basis of the Right
    computed as set forth above under "Exercise of Rights". Any such gain or
    loss will be capital gain or loss (if the Right is held as a capital asset
    at the time of its sale) and the Record Date Shareholder's holding period
    for the Right will include the shareholder's holding period for the related
    Old Share. Any such capital gain or loss will thus be long-term capital gain
    or loss if the related Old Share has been held by the Record Date
    Shareholder for more than one year at the time the Right is sold. In
    addition, if a Record Date Shareholder sells a Right and later sells the
    related Old Share, his gain on the sale of the Old Share will be increased
    (or his loss decreased) by the amount of the shareholder's original basis in
    the Old Share that was allocated to the Right as described above.


FOR RECORD DATE SHAREHOLDERS NOT MAKING A SECTION 307(B)(2)  ELECTION


    LAPSE OF RIGHTS. If a Record Date Shareholder does not make a Section
    307(b)(2) Election, no taxable loss will be realized for federal income tax
    purposes if the shareholder retains a Right but allows it to lapse without
    exercise. Moreover, the federal income tax basis of the related Old Share
    will not be reduced as a result of such lapse.

    EXERCISE OF RIGHTS. If a non-electing Record Date Shareholder exercises his
    Rights, the federal income tax basis of the related Old Shares will remain
    unchanged and the New Shares will have a federal income tax basis equal to
    the Subscription Price paid for the New Shares (as increased by any
    servicing fee charged to the shareholder by his broker, bank or trust
    company and other similar costs). If the Record Date Shareholder
    subsequently sells such New Shares (and holds such shares as capital assets
    at the time of their sale), the shareholder will recognize a capital gain or
    loss equal to the difference between the amount received from the sale of
    the New Shares and the shareholder's federal income tax basis in the New
    Shares as described above. Such capital gain or loss will be long-term
    capital gain or loss if the New Shares are sold more than one year after the
    Record Date Shareholder acquires the New Shares.

    SALE OF RIGHTS. If a non-electing Record Date Shareholder sells a Right, he
    will recognize a gain equal to the entire amount received for such Right.
    Any such gain will be a capital gain (if the Right is held as a capital
    asset at the time of its sale) and the Record Date Shareholder's holding
    period for the Right will include the shareholder's holding period for the
    related Old Share. Any such capital gain will thus be long-term capital gain
    if the related Old Share has been held for more than one year at the time
    the Right is sold. In addition, the Record Date Shareholder's federal income
    tax basis in the related Old Share will remain unchanged.


FOR SECONDARY-MARKET PURCHASERS OF RIGHTS. The exercise of Rights by a purchaser
who acquires such Rights on the NYSE or in another secondary-market transaction
will not result in taxable income to such purchaser.


     LAPSE OF RIGHTS. A taxable loss will be realized by a purchaser who allows
     his Rights to expire without exercise. Such taxable loss will be equal to
     the purchaser's cost for the Rights (as increased by any brokerage





                                       17









<PAGE>


    costs and similar costs) and will be a short-term capital loss if the
    purchaser holds the Rights as capital assets at the time of their lapse.

    EXERCISE OF RIGHTS. A purchaser's basis for determining gain or loss upon
    the sale of a New Share acquired through the exercise of his Rights will be
    equal to the sum of the Subscription Price for the New Share plus the
    purchase price of the Rights that were exercised in order to acquire such
    New Share (with such Subscription Price and purchase price each being
    increased by any applicable servicing fees charged to the purchaser by his
    broker, bank or trust company and other similar costs). A purchaser's
    holding period for a New Share acquired upon exercise of a Right begins with
    the date of exercise of the Right. A taxable gain or loss recognized by a
    purchaser upon a sale of a New Share will be a capital gain or loss
    (assuming the New Share is held as a capital asset at the time of its sale)
    and will be a long-term capital gain or loss if the New Share has been held
    at the time of its sale for more than one year.

    SALE OF RIGHTS. A taxable gain or loss recognized by a purchaser upon a sale
    of a Right will be a short-term capital gain or loss if the Right is held as
    a capital asset at the time of its sale.

EMPLOYEE PLAN CONSIDERATIONS. Shareholders that are employee benefit plans
subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), including corporate savings and 401(k) plans, Keogh Plans of
self-employed individuals and Individual Retirement Accounts ("IRA") (each a
"Benefit Plan" and collectively, "Benefit Plans"), should be aware that
additional contributions of cash in order to exercise Rights may be treated as
Benefit Plan contributions and, when taken together with contributions
previously made, may subject a Benefit Plan to excise taxes for excess or
nondeductible contributions. In the case of Benefit Plans qualified under
Section 401(a) of the Code, additional cash contributions could cause the
maximum contribution limitations of Section 415 of the Code or other
qualification rules to be violated. Benefit Plans contemplating making
additional cash contributions to exercise Rights should consult with their
counsel prior to making such contributions.

Benefit Plans and other tax exempt entities, including governmental plans,
should also be aware that if they borrow in order to finance their exercise of
Rights, they may become subject to the tax on unrelated business taxable income
("UBTI") under Section 511 of the Code. If any portion of an IRA is used as
security for a loan, the portion so used is also treated as distributed to the
IRA depositor.

ERISA contains prudence and diversification requirements and ERISA and the Code
contain prohibited transaction rules that may impact the exercise of Rights.
Among the prohibited transaction exemptions issued by the Department of Labor
that may exempt a Benefit Plan's exercise of Rights are Prohibited Transaction
Exemption 84-24 (governing purchases of shares in investment companies) and
Prohibited Transaction Exemption 75-1 (covering sales of securities).

Due to the complexity of these rules and the penalties for noncompliance,
Benefit Plans should consult with their counsel regarding the consequences of
their exercise of Rights under ERISA and the Code.

                           INFORMATION ABOUT THE FUND


THE FUND. The Fund is a non-diversified, closed-end management investment
company. The Fund's investment objective is total return. The Fund seeks to
produce both long-term capital appreciation through investment in common stocks
and income from investment in both dividend paying common stocks and fixed
income securities. The Fund typically invests in securities of U.S.-based
companies. See "Investment Objectives and Policies". From its inception in 1972,
the Fund had been managed to provide "a high level of current income". However,
in April 2002, shareholders approved a change in the Fund's investment objective
to "total return". See "The Fund" in the SAI.


                             MANAGEMENT OF THE FUND

BOARD OF DIRECTORS. The Board of Directors of the Fund is responsible for
overseeing the overall management and operations of the Fund. The SAI contains
additional information about the Fund's directors. Subject to the general
supervision of the Board of Directors, the Advisers manage the Fund's portfolio,
make decisions with respect to and place orders for all purchases and sales of
the Fund's securities, and maintain records relating to such purchases and
sales. Stewart R. Horejsi and Carl D. Johns have been primarily responsible for
the day-to-day management of the Fund's portfolio since January 23, 2002. See
"Information Regarding the Advisers and Administrator" below.


INFORMATION REGARDING THE ADVISERS AND ADMINISTRATOR. The Fund is co-advised by
Boulder Investment Advisers, L.L.C. ("BIA") and Stewart Investment Advisers
("SIA"). BIA and SIA are collectively referred to as the "Advisers". Since
January of 2002, the Advisers have been providing advisory services to the Fund
and, since March of 1999, to the Boulder Total Return Fund, Inc. As of October
31, 2002, the Advisers had a total of $268.7 million in assets under management.
The Fund's administrator is Fund Administrative Services, LLC ("FAS" or the
"Administrator").





                                       18









<PAGE>


    BOULDER INVESTMENT ADVISERS, LLC. BIA was formed on April 8, 1999, as a
    Colorado limited liability company and is registered as an investment
    adviser under the Investment Advisers Act of 1940. Stewart R. Horejsi is an
    employee of and investment manager for both Advisers and has extensive
    experience managing common stocks for the Fund as well as for the Horejsi
    Affiliates and other family interests. The members of BIA are Evergreen
    Atlantic, LLC, whose address is 1680 38th Street, Suite 800, Boulder,
    Colorado 80301 and the Lola Brown Trust No. 1B, whose address is PO Box 801,
    Yankton, South Dakota 57078 (the "Members"). The Members each hold a 50%
    interest in BIA. The Members are "affiliated persons" of the Fund (as that
    term is defined in the 1940 Act). Both Mr. Horejsi and Susan Ciciora, Mr.
    Horejsi's daughter and one of the Fund's "interested" directors, are
    discretionary beneficiaries under the Lola Brown Trust No. 1B as well as
    under other Horejsi family affiliated trusts which own Evergreen Atlantic,
    LLC. Accordingly, as a result of this relationship, both Mr. Horejsi and Ms.
    Ciciora may directly or indirectly benefit from the relationship between the
    Fund and BIA.

    STEWART INVESTMENT ADVISERS. SIA (or Stewart West Indies Trading Company,
    Ltd. d/b/a Stewart Investment Advisers) is a Barbados international business
    company, incorporated on November 12, 1996, and is wholly owned by the
    Stewart West Indies Trust, an irrevocable South Dakota trust, established by
    Mr. Horejsi in 1996 primarily to benefit his issue (the "West Indies
    Trust"), whose address is PO Box 801, Yankton, South Dakota 57078. Mr.
    Horejsi is not a beneficiary under the West Indies Trust. However, Susan
    Ciciora, Mr. Horejsi's daughter and one of the Fund's "interested"
    directors, as well as members of her family, are discretionary beneficiaries
    under the West Indies Trust and thus, as a result of this relationship, may
    directly or indirectly benefit from the relationship between SIA and the
    Fund.

    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.
    The Fund has been advised that there is substantial doubt as to the
    enforceability in Barbados of such civil remedies and criminal penalties as
    are afforded by the federal securities laws of the United States. Pursuant
    to the advisory agreement between SIA and the Fund, SIA has appointed the
    Secretary of the Fund (i.e., 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.

    PORTFOLIO MANAGERS. Stewart R. Horejsi is an employee of both BIA and SIA.
    He is the primary investment manager and, together with Carl D. Johns (see
    below), the Fund's Vice President and Treasurer, is responsible for the
    day-to-day management of the Fund's assets and is primarily responsible for
    the Fund's asset allocation. Mr. Horejsi was a director of the Boulder Total
    Return Fund, Inc. until November, 2001; General Manager, Brown Welding
    Supply, LLC (sold in 1999), since April 1994; Director, Sunflower Bank
    (resigned); and the President or Manager of various subsidiaries of the
    Horejsi Affiliates since June 1986. Mr. Horejsi has been the investment
    adviser for various Horejsi Affiliates since 1982. Mr. Horejsi has been the
    Director and President of the Horejsi Charitable Foundation, Inc. since
    1997. Mr. Horejsi received a Masters Degree in Economics from Indiana
    University in 1961 and a Bachelor of Science Degree in Industrial Management
    from the University of Kansas in 1959.

    Carl D. Johns, the Fund's Vice President and Treasurer, is also Vice
    President and Treasurer for BIA and, together with Mr. Horejsi, is
    responsible for the Fund's fixed income portfolio and BIA's day-to-day
    advisory activities. Mr. Johns received a Bachelors degree in Mechanical
    Engineering at the University of Colorado in 1985, and a Masters degree in
    Finance from the University of Colorado in 1991. He worked at Flaherty &
    Crumrine, Incorporated, from 1992 to 1998. During that period he was an
    Assistant Treasurer for the Preferred Income Fund Incorporated, the
    Preferred Income Opportunity Fund Incorporated, and the Preferred Income
    Management Fund. Since 1999, he has been Chief Financial Officer, Chief
    Accounting Officer, Vice President and Treasurer of the Boulder Total Return
    Fund, Inc.

    FUND ADMINISTRATIVE SERVICES, LLC. FAS (formerly Boulder Administrative
    Services, L.L.C.) is a Colorado limited liability company whose principal
    place of business is 1680 38th Street, Suite 800, Boulder, Colorado 80301.
    The members of FAS are Lola Brown Trust No. 1B (50%) and Evergreen Atlantic,
    L.L.C. (50%) (the "Members"). The officers of FAS are Stephen C. Miller,
    manager; Carl Johns, assistant manager; Laura Rhodenbaugh,
    secretary/treasurer; and Stephanie Kelley, assistant secretary. Since
    January of 2002, FAS has been providing certain administrative and executive
    management services to the Fund and, since March of 1999, to the Boulder
    Total Return Fund, Inc.


THE INVESTMENT CO-ADVISORY AGREEMENTS. The Advisers and the Fund are parties to
investment co-advisory agreements dated as of April 26, 2002 (the "Advisory
Agreements"). Under the terms of the Advisory Agreements, the Advisers provide
advisory services regarding asset allocation, manage the investment of the
Fund's assets and provide such investment research, advice and supervision, in
conformity with the Fund's investment objective and




                                       19









<PAGE>




policies, as necessary for the operations of the Fund. The Advisory Agreements
provide, among other things, that the Advisers will bear all expenses in
connection with the performance of their services under the Advisory Agreements,
although the Fund will bear certain other expenses to be incurred in its
operation, including organizational expenses, taxes, interest, brokerage costs
and commissions and stock exchange fees; fees of Directors of the Fund who are
not also officers, directors or employees of the Advisers; Securities and
Exchange Commission fees; state Blue Sky qualification fees; insurance premiums;
outside auditing and legal expenses; costs of maintenance of the Fund's
existence; membership fees in trade associations; stock exchange listing fees
and expenses; and litigation and other extraordinary or non-recurring expenses.


The Advisory Agreements provide that the Fund shall pay to the Advisers for
their services an aggregate monthly fee at the annual rate of 1.25% of the
Fund's average monthly net asset value (the "Adviser Fee") (including the
principal amount of leverage, if any). Under the terms of the Advisory
Agreements, the Advisers split the Adviser Fee as determined by the Advisers and
approved by the Board from time to time. Presently, the Adviser Fee is split
between BIA and SIA 35% and 65%, respectively. Although the Advisers intend to
devote such time and effort to the business of the Fund as is reasonably
necessary to perform their respective duties to the Fund, the services of the
Advisers are not exclusive and the Advisers may provide similar services to
other investment companies and other clients and may engage in other activities.

The Advisory Agreements provide that the Advisers shall not be liable for any
error of judgment or mistake of law or omission or any loss suffered by the Fund
in connection with the matters to which the agreements relate, although the
agreements do not protect or purport to protect the Advisers against any
liability to the Fund to which the Advisers would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence on their part in the
performance of their duties or from reckless disregard by them of their
obligations and duties under the agreements. Each Advisory Agreement also
provides for indemnification by the Fund of the Advisers and their partners,
members, officers, employees, agents and control persons for liabilities
incurred by them in connection with their services to the Fund, subject to
certain limitations and conditions.


Each Advisory Agreement will continue in effect without a term so long as its
continuation is specifically approved at least annually by both (i) the vote of
a majority of the Board or the vote of a majority of the outstanding voting
securities of the Fund (as such term is defined in the 1940 Act) and (ii) by the
vote of a majority of the directors who are not parties to such Advisory
Agreement or interested persons (as such term is defined in the 1940 Act) of any
such party, cast in person at a meeting called for the purpose of voting on such
approval. Any of the Advisory Agreements may be terminated as a whole at any
time by the Fund, without the payment of any penalty, upon the vote of a
majority of the Board or a majority of the outstanding voting securities of the
Fund or by the Advisers on 60 days' written notice by either party to the other.
Except as otherwise provided by order of the SEC or any rule or provision of the
1940 Act, all of the Advisory Agreements will terminate automatically in the
event of their assignment (as such term is defined in the 1940 Act and the rules
thereunder).

ADMINISTRATION AGREEMENT. The Fund and FAS (Fund Administrative Services,
L.L.C.) (also referred to as the "Administrator") are parties to an
Administration Agreement dated January 23, 2002 (the "Administration
Agreement"). FAS is owned by the Members, who, as indicated above, are also the
owners of BIA and are included in the group referred to herein as the Horejsi
Affiliates. FAS is headquartered at 200 S. Santa Fe, #4, PO Box 6043, Salina, KS
67401 and has offices in Colorado at 1680 38th Street, Suite 800, Boulder,
Colorado 80301. As previously mentioned, both Mr. Horejsi and Ms. Ciciora, one
of the Fund's "interested" directors, are discretionary beneficiaries under the
Lola Brown Trust No. 1B, one of the Members of FAS, and under the trusts who own
Evergreen Atlantic, LLC, the other Member of FAS.

Under the Administration Agreement, FAS provides administrative, accounting
oversight, executive management and certain other services to the Fund
including: providing the Fund's principal offices in Colorado and executive
officers, overseeing the operations of the Fund, overseeing and administering
all contracted service providers, making recommendations to the Board regarding
policies of the Fund, conducting shareholder relations, authorizing expenses and
other tasks. In addition, FAS is responsible for engaging service providers for
and paying all fees associated with Fund's transfer agency and custody
requirements. FAS currently delegates the provision of accounting and certain
administrative services to third parties. Pursuant to the Administration
Agreement, the Fund pays FAS a monthly fee, calculated at an annual rate of .30%
of the value of the Fund's average monthly net assets. As previously mentioned,
pursuant to the Administration Agreement, FAS pays and is solely responsible for
custody and transfer agency fees incurred by the Fund, as well as the fees
payable to any third parties retained by it to provide services to the Fund.

                                 USE OF PROCEEDS

INVESTMENT OPPORTUNITIES. Management estimates the net proceeds of the Offering
to be approximately $28.6 million based on an Estimated Subscription Price of
$5.09 per share, assuming the Offering is fully subscribed and the expenses
related to the Offering are approximately $229,225. The foregoing estimates are
based on the closing price of the Fund's shares on November 15, 2002.
Accordingly, the assumptions and projections contained in this Prospectus are





                                       20









<PAGE>



subject to change significantly depending on changes in market conditions for
the Fund's shares and performance of the Fund's portfolio.

As of the date of this Prospectus, the Fund is fully invested in accordance with
its investment objective. As of November 15, 2002, 96.8% of the Fund's assets
are invested in common stocks or corporate bonds consistent with the Fund's
objective. The Advisers have indicated that, at the present time, the market
offers some attractive investment opportunities that, in some instances, have
not existed for years and which, if taken advantage of, could yield positive
results to shareholders over the long term. The Advisers have indicated that, if
the Offering is implemented as contemplated by this Prospectus, there should be
ample opportunities in which to invest the proceeds of the Offering within 120
days of receipt. The Advisers have agreed to waive one-half of any advisory fees
which would be charged against the uninvested proceeds from the Offering until
such time as 50% of the proceeds have been invested in common stock equities,
which include shares of real estate investment trusts and investment companies,
in accordance with the Fund's investment objective.

BENEFIT TO THE ADVISERS AND ADMINISTRATOR. The Advisers and the Administrator
will benefit from the Offering because their fees are based on the average net
assets of the Fund.

It is not possible to state precisely the amount of additional compensation the
Advisers and Administrator will receive as a result of the Offering because the
proceeds of the Offering will be invested in additional portfolio securities
which will fluctuate in value. However, if all Rights are exercised at the
Estimated Subscription Price of $5.09 (i.e., the estimated subscription price
based on the Fund's NAV and share price on November 15, 2002), the annual
compensation to be received by the Advisers and Administrator would be increased
by approximately $446,000. This does not reflect the impact of the expense
reimbursement agreement by the Administrator and the initial fee waiver by the
Advisers (see "Effect of Offering on Expense Ratio" above and "Use of Proceeds"
below). Two of the Fund's Directors who voted to recommend the Offering to
shareholders are "interested persons" of the Advisers within the meaning of the
1940 Act. One of these Directors, Susan L. Ciciora, could benefit indirectly
from the Offering because of her beneficial interest in the Advisers and the
Administrator. See "Information Regarding the Advisers and Administrator" above.
While it was cognizant of the benefit to the Advisers and Administrator and
indirect benefit to Ms. Ciciora, the Board nevertheless concluded that the
Offering was in the best interest of shareholders.

The Fund may, in the future and at its discretion, choose to make additional
rights offerings from time to time for a number of shares and on terms which may
or may not be similar to the Offering. Any such future rights offerings will be
made in accordance with the 1940 Act. Under the laws of Maryland, the state in
which the Fund is incorporated, under certain circumstances, the Board is
authorized to approve rights offerings without obtaining shareholder approval.
The staff of the SEC has interpreted the 1940 Act as not requiring shareholder
approval of a rights offering at a price below the then current net asset value
so long as certain conditions are met, including a good faith determination by
the fund's board of directors that such offering would result in a net benefit
to existing shareholders. Such future offerings would similarly benefit the
Advisers and Administrator.

EXPENSES OF THE FUND. The Fund will pay all of its expenses, including fees of
the directors not affiliated with the Advisers and board meeting expenses; fees
of the Advisers and Administrator; interest charges; franchise and other taxes;
organizational expenses; charges and expenses of the Fund's legal counsel and
independent accountants; expenses of repurchasing shares; expenses of issuing
any preferred shares or indebtedness; expenses of printing and mailing share
certificates, stockholder reports, notices, proxy statements and reports to
governmental offices; brokerage and other expenses connected with the execution,
recording and settlement of portfolio security transactions; expenses connected
with negotiating, effecting purchase or sale, or registering privately issued
portfolio securities; expenses of calculating and publishing the net asset value
of the Fund's shares; expenses of membership in investment company associations;
expenses of fidelity bonding and other insurance expenses including insurance
premiums; expenses of shareholders meetings; SEC and state registration fees;
New York Stock Exchange listing fees; and fees payable to the National
Association of Securities Dealers, Inc. in connection with this Offering and
fees of any rating agencies retained to rate any preferred shares issued by the
Fund.


                  MARKET PRICE AND NET ASSET VALUE INFORMATION

The Fund's Common Stock is publicly held and is listed and traded on the NYSE.
The following table sets forth, for the periods indicated, the high and low
closing sales prices for the shares on the NYSE, the net asset values per share
that immediately preceded the high and low closing sales prices, and the
discount or premium that each sales price represented as a percentage of the
preceding net asset value:




                                       21









<PAGE>


                     Boulder Growth & Income Fund, Inc.(1)

                                Share Price Data

<TABLE>
<CAPTION>
                                         NAV of Fund                        Low Closing    NAV of Fund
                       High Closing    Preceding High   Premium/Discount       Sales      Preceding Low   Discount as %
   Quarter Ended     Sales Price(2)      Sales Price       as % of NAV       Price(2)      Sales Price        of NAV
- -------------------- ----------------- ---------------- ------------------ -------------- --------------- ---------------
<S>                       <C>               <C>                <C>             <C>            <C>              <C>
     9/30/2002            $6.65             $7.15             -7.0%            $5.21          $6.49           -19.7%
     6/30/2002            $7.90             $8.09             -2.3%            $6.40          $7.66           -16.4%
     3/31/2002            $8.09             $8.29             -2.4%            $7.22          $8.11           -11.0%
    12/31/2001            $8.29             $8.50             -2.5%            $7.61          $8.38            -9.2%
     9/30/2001            $8.80             $8.83             -0.3%            $7.71          $8.25            -6.5%
     6/30/2001            $8.85             $8.75              1.1%            $8.21          $8.61            -4.6%
     3/31/2001            $9.02             $9.03             -0.1%            $8.45          $8.75            -3.4%
    12/31/2000            $8.56             $8.51              0.6%            $7.94          $8.51            -6.7%
</TABLE>

(1) Prior to April 26, 2002, the name of the Fund was USLife Income Fund, Inc.
(2) As reported by the NYSE

                        INVESTMENT OBJECTIVE AND POLICIES


INVESTMENT OBJECTIVE. The Fund's investment objective is total return. The Fund
seeks to produce both long-term capital appreciation through investment in
common stocks and income from investments in both dividend paying common stocks
and income producing securities such as the common stocks of utilities, closed
end funds ("RICs"), real estate investment trusts ("REITs"), as well as U.S.
Government securities, preferred stocks and bonds. No assurance can be given
that the Fund will achieve its investment objective.


INVESTMENT POLICIES. The Fund operates as a "non-diversified" investment
company, as defined in the 1940 Act. As a result of being "non-diversified",
with respect to 50% of the Fund's portfolio, the Fund must limit to 5% the
portion of its assets invested in the securities of a single issuer. There are
no such limitations with respect to the balance of the Fund's portfolio,
although no single investment can exceed 25% of the Fund's total assets at the
time of purchase. The Fund intends to concentrate its common stock investments
in a few issuers and to take large positions in those issuers, consistent with
being a "non-diversified" fund. As a result, the Fund is subject to a greater
risk of loss than a diversified fund or a fund that has diversified its
investments more broadly. Taking larger positions is also likely to increase the
volatility of the Fund's net asset value reflecting fluctuation in the value of
large Fund holdings.


Under normal market conditions, the Fund intends to invest at least 80% of its
net assets in common stocks. Common stocks include dividend-paying closed-end
funds and REITs. The portion of the Fund's assets that are not invested in
common stocks may be invested in fixed income securities, cash equivalents and
income-producing common stocks. The term "income-producing common stocks"
includes RICs whose objective is income, REITs and other dividend-paying common
stocks; while the term "fixed 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 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 short-term (less than twelve months to maturity) U.S. Government securities,
certificates of deposit and other bank obligations, investment grade corporate
bonds and other debt instruments, and repurchase agreements. Under normal
circumstances, the Fund will not have more than 10% of its assets in cash or
cash equivalents.

The Fund's portfolio currently is, and the Fund expects it to continue to be,
invested primarily in common stocks. Under the 1940 Act, the Fund must limit to
10% the portion of its assets invested in RICs and, absent an amendment to the
Fund's industry concentration policy, must limit to 25% the portion of its
assets invested in REITs or any other industry. Each of these percentage
limitations is calculated at the time of investment, and the Fund will not be
required to dispose of assets if holdings increase above these levels due to
appreciation. The volatility of common stock prices has historically been
greater than fixed-income securities, and as the Fund has shifted a greater
portion of its assets into common stocks, the volatility of the Fund's net asset
value has also increased. The time horizon for the Fund to achieve its objective
of total return will likely be longer than for a fund that invests solely for
income.


                                       22






<PAGE>


Except for the Fund's investment objective and the Fund's fundamental investment
restrictions described in the SAI, the percentage limitations and investment
policies set forth in this Prospectus can be changed by the Board of Directors
without shareholder approval.


OTHER INVESTMENT TECHNIQUES. The Fund may engage in other types of transactions,
including, but not limited to investment in restricted and illiquid securities,
other closed-end investment companies or REITs, repurchase agreements,
when-issued and forward commitment transactions, borrowing, securities lending
and other transactions. For a description of such types of transactions, see
"Investment Policies and Techniques" and "Other Investment Policies and
Techniques" in the SAI.


RISKS ASSOCIATED WITH THE FUND'S INVESTMENTS. Risk is inherent in all investing.
Investing in any investment company security involves risk, including the risk
that you may receive little or no return on your investment or that you may lose
part or all of your investment. Therefore, before investing you should consider
carefully the following risks that you assume when you invest in the Fund
through the Offering.


     INVESTMENTS IN COMMON STOCKS. The Fund expects to invest, under normal
     market conditions, in excess of 80% of its 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 net asset value 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.

     The Fund presently has invested a significant percentage of its portfolio
     in low-dividend or non-dividend paying common stocks such as Berkshire
     Hathaway, Inc. The Fund will not generate income at its historic levels,
     thus resulting in a decreased distribution of investment income to the
     holders of the Fund's common stock. As of November 15, 2002, the Fund held
     144 Berkshire Hathaway, Inc. "A" shares. At the time of investment, this
     represented less than 25% of the Fund's assets. However, primarily because
     of depreciation of other assets in the Fund, as of November 15, 2002, these
     positions represented 29.8% of the Fund's assets. The Advisers do not
     currently intend to liquidate any portion of the Fund's position in
     Berkshire Hathaway, Inc. Though not an insurance company itself, Berkshire
     Hathaway owns Geico Insurance and General Re Insurance companies, and
     therefore derives a significant portion of its income, and its value, from
     these two insurance companies. The insurance business can be significantly
     affected by interest rates as well as price competition within the
     industry. In addition, an insurance company may experience significant
     changes in its year to year operating performance based both on claims paid
     and on performance of invested assets. Insurance companies can also be
     affected by government regulations and tax laws, which may change from time
     to time. A significant decline in the market price of Berkshire Hathaway,
     Inc. or any other company in which the Fund has made a significant common
     stock investment (i) would result in a significant decline in the Fund's
     NAV, (ii) may result in a proportionate decline in the market price of the
     Fund's common shares, and (iii) may result in greater risk and market
     fluctuation than a fund that has a more diversified portfolio.

     INVESTMENTS IN REAL ESTATE INVESTMENT TRUSTS. REITs, or Real Estate
     Investment Trusts, are companies dedicated to owning, and usually
     operating, income producing real estate, or to financing real estate. The
     Fund may invest up to 25% of its assets in REIT securities. The Fund
     intends to invest in REIT securities primarily for income. As of November
     15, 2002, the Fund had 19.3% of its assets invested in REITs. There are
     risks associated with investing in REITs, including the potential for loss
     of value if the underlying properties in which the REIT invests decline in
     value. Property valuations may rise and fall with either the local economy
     conditions or with the national economy. Furthermore, the dividend income
     paid out by the REIT may be reduced or eliminated.

     INVESTMENTS IN OTHER REGISTERED INVESTMENT COMPANIES. The Fund may invest
     up to 10% of its assets in other investment companies registered under the
     1940 Act. The Fund may, from time to time, invest in other closed-end RICs
     when market conditions seem appropriate to the Advisers. As of November 15,
     2002, the Fund had 0% of its assets invested in RICs. The Fund intends to
     normally invest in RICs that pay dividends, although it is not limited to
     such RICs. There are risks associated with investments in RICs, including
     the risk that the dividend paid by the RIC could be reduced or eliminated.
     As a shareholder in another fund, the Fund will bear its ratable share of
     that fund's expenses, including management fees, and will remain subject to
     the Fund's advisory and administrative fees with respect to the assets so
     invested.

     INVESTMENTS IN BONDS. As of November 15, 2002 bonds constituted
     approximately 5.2% of the Fund's assets. This ratio is down significantly
     from January 23, 2002 (the date the Advisers were engaged to manage the
     Fund's portfolio) when the Fund held almost 100% of its assets in corporate
     bonds. Corporate bonds may be substantially less liquid than many other
     securities such as common stocks or U.S. Government securities. In
     addition, bonds purchased by the Fund may be subject to risk with respect
     to the issuing entity and to market



                                       23






<PAGE>



     fluctuations. In particular, such bonds may be subject to "credit risk"
     which refers to an issuer's ability to make timely payments of interest and
     principal. The Fund does not expect to make substantial investments in
     securities rated less than investment grade. Lower-quality fixed-income
     securities in the Fund's portfolio may be subject to greater risk than
     higher rated securities.


INVESTMENT PHILOSOPHY.


     COMMON STOCKS. With respect to the common stock portfolio (other than
     common stocks purchased primarily for their income-producing potential),
     the Advisers use an "intrinsic value" approach to selecting and managing
     the Fund's assets. 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 its securities selection process, the Advisers put
     primary emphasis on analysis of balance sheets, cash flows, the quality of
     management and their ability to efficiently and effectively allocate
     capital, various internal returns which indicate 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.

     CASH AND CASH EQUIVALENTS. As of November 15, 2002, the Fund had a cash
     position equal to 3.2% of assets, including investments in U.S. Treasury
     securities. Under normal market conditions, the Fund's cash position will
     typically be less than 20% of the Fund's total assets.


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

DIVIDENDS AND DISTRIBUTIONS. Prior to the Fund's change in objective to "total
return" in April 2002, it was the Fund's policy to make quarterly dividend
distributions. However, with the change in the Fund's objective to "total
return", and its ability to invest in non-dividend paying common stocks, the
Board resolved to make only annual distributions to holders of its common stock.
Accordingly, dividends from net investment income, if any, will be declared and
paid annually. Shares issued in connection with the Offering will receive
dividends in the same manner and same proportions as any other shares of the
Fund. Any net realized short-term capital gains will be distributed to
shareholders at least annually. Any net realized long-term capital gains may be
distributed to shareholders at least annually or may be retained by the Fund as
determined by the Board. Capital gains retained by the Fund are subject to tax
at the corporate tax rate. Subject to the Fund qualifying as a registered
investment company, any taxes paid by the Fund on such net realized long-term
gains may be used by the Fund's shareholders as a credit against their own tax
liabilities.

The Fund qualified during its last taxable year as a "regulated investment
company" under the Internal Revenue Code of 1986, as amended (the "Code") and
intends to continue to so qualify. This qualification relieves the Fund of
liability for federal income taxes to the extent the Fund's earnings are
distributed in accordance with the Code. Qualification as a regulated investment
company under the Code for a taxable year requires, among other things, that the
Fund distribute to its shareholders an amount equal to at least 90% of its
investment company taxable income for such taxable year (before taking into
account the deduction for such distributions). In general, the Fund's investment
company taxable income will be its taxable income, including dividends, interest
and the excess, if any, of net short-term capital gain over net long-term
capital loss, subject to certain adjustments, and excluding the excess, if any,
of net long-term capital gain for the taxable year over net short-term capital
loss.

Distributions by the Fund are taxable to the shareholders to the extent paid out
of the Fund's current or accumulated earnings and profits, regardless of whether
such distributions are received in cash or reinvested in additional shares of
common stock. Such distributions constitute ordinary income to the shareholders
except to the extent they are designated as capital gain dividends, as discussed
below. Any distributions by the Fund, if any, in excess of its current and
accumulated earnings and profits would constitute a nontaxable return of capital
to shareholders to the extent of each shareholder's tax basis in his or her
shares (causing a reduction of such basis), and thereafter, to the extent of any
excess over such basis, capital gain. The dividends received deduction for
corporations which own shares in the Fund will apply to ordinary income
distributions from the Fund to the extent of such shareholders' ratable share of
the total qualifying dividends received by the Fund from domestic corporations
for the taxable year. The Fund intends to designate as capital gain dividends
any distributions by the Fund of the excess of net long-term capital gain over
net short-term capital loss. Such capital gain dividends will be taxable to
shareholders as long-term capital gain, regardless of how long the shareholder
has held the shares and whether such distributions are received in cash or
reinvested in additional shares of common stock. Such distributions are not
eligible for the dividends received deduction for corporations.


                                       24






<PAGE>


To the extent that the Fund distributes amounts in a given year that exceed the
Fund's investment company taxable income and excess of net long-term capital
gain over net short-term capital loss (after taking into account capital loss
carryovers), such excess distributions may nonetheless cause shareholders to
recognize taxable income under the federal income tax principles described
above.

Shareholders will be advised at least annually as to the federal income tax
consequences of distributions made each year. Dividends declared during any
month of any year payable to shareholders of record as of a specified date in
such month will be deemed to have been received by shareholders and paid by the
Fund on December 31 of such year if such dividends are actually paid during
January of the following year.

Prior to purchasing shares, a purchaser should carefully consider the impact of
distributions which are expected to be declared or have been declared, but have
not been paid. Any such distributions, although in effect a return of capital,
are subject to tax as discussed above.

A taxable gain or loss may be recognized by a shareholder upon his or her sale
of shares of the Fund depending upon the tax basis and their price at the time
of sale. Generally, a shareholder may include brokerage costs incurred upon the
purchase and/or sale of Fund shares in his or her tax basis for such shares for
the purpose of determining gain or loss on a sale of such shares. Any such
capital gain or loss will be long-term or short-term depending on the
shareholder's holding period for the shares sold, except that any loss
recognized with respect to shares held six months or less will be treated as
long-term capital loss to the extent of any capital gain dividends received on
those shares.

The foregoing discussion summarizes some of the important federal tax
considerations generally affecting the Fund and its shareholders who are U.S.
citizens or residents or domestic corporations, and is not intended as a
substitute for careful tax planning. Accordingly, investors in the Fund should
consult their tax advisors with specific reference to their own tax situations.
Shareholders are also advised to consult their tax advisors concerning state and
local taxes, which may differ from the federal income taxes described above.

DIVIDEND REINVESTMENT PLAN. At a meeting held on July 22, 2002, the Board
determined to eliminate the Fund's Automatic Dividend Reinvestment Plan.

TAXATION OF THE FUND. The Fund has qualified and elected to be taxed as a
regulated investment company under Subchapter M of the Code. Accordingly, the
Fund must, among other things, (a) derive in each taxable year at least 90% of
its gross income (including tax-exempt interest) from dividends, interest,
payments with respect to certain securities loans, and gains from the sale or
other disposition of stock, securities or foreign currencies, or other income
(including but not limited to gains from options, futures and forward contracts)
derived with respect to its business of investing in such stock, securities or
currencies; and (b) diversify its holdings so that, at the end of each quarter
of the Fund's taxable year (i) at least 50% of the market value of the Fund's
total assets is represented by cash and cash items, U.S. Government securities,
the securities of other regulated investment companies and other securities,
with such other securities limited, in respect of any one issuer, to an amount
not greater than 5% of the value of the Fund's total assets and to not more than
10% of the outstanding voting securities of such issuer, and (ii) not more than
25% of the market value of the Fund's total assets is invested in the securities
of any one issuer (other than U.S. Government securities and the securities of
other regulated investment companies) or of any two or more issuers that the
Fund controls and which are determined to be engaged in the same trade or
business or similar or related trades or businesses.

As a regulated investment company, the Fund generally is not subject to U.S.
federal income tax on income and gains that it distributes each taxable year to
its shareholders, if at least 90% of the sum of the Fund's (i) investment
company taxable income (which includes, among other items, dividends, interest
and any excess of net short-term capital gains over net long-term capital losses
and other taxable income other than any net capital gain (as defined below)
reduced by deductible expenses) determined without regard to the deduction for
dividends paid and (ii) its net tax-exempt interest (the excess of its gross
tax-exempt interest over certain disallowed deductions). The Fund intends to
distribute at least annually substantially all of such income.

Amounts not distributed on a timely basis in accordance with a calendar-year
distribution requirement are subject to a nondeductible 4% excise tax at the
Fund level. To avoid this tax, the Fund must distribute during each calendar
year an amount equal to the sum of (1) at least 98% of its ordinary income (not
taking into account any capital gains or losses) for the calendar year, (2) at
least 98% of its capital gains in excess of its capital losses (adjusted for
certain ordinary losses) for a one-year period generally ending on October 31 of
the calendar year (unless, an election is made by a fund with a November or
December year-end to use the fund's fiscal year), and (3) certain undistributed
amounts from previous years on which the Fund paid no U.S. federal income tax.
While the Fund intends to distribute any income and capital gains in the manner
necessary to minimize imposition of the 4% excise tax, there can be no assurance
that sufficient amounts of the Fund's taxable income and capital gains will be
distributed to avoid entirely the imposition of the tax. In that event, the Fund
will be liable for the tax only on the amount by which it does not meet the
foregoing distribution requirement.


                                       25






<PAGE>


If for any taxable year the Fund does not qualify as a regulated investment
company, all of its taxable income (including its net capital gains) will be
subject to tax at regular corporate rates without any deduction for
distributions to shareholders, and such distributions will be taxable to
shareholders as ordinary dividends to the extent of the Fund's current and
accumulated earnings and profits.

TAXATION OF SHAREHOLDERS. Distributions paid to you by the Fund from its
ordinary income or from an excess of net short-term capital gains over net
long-term capital losses (together referred to hereinafter as "ordinary income
dividends") are taxable to you as ordinary income to the extent of the Fund's
earning and profits. Distributions made to you from an excess of net long-term
capital gains over net short-term capital losses ("capital gain dividends"),
including capital gain dividends credited to you but retained by the Fund, are
taxable to you as long-term capital gains, regardless of the length of time you
have owned your Fund shares. Distributions in excess of the Fund's earnings and
profits will first reduce the adjusted tax basis of your shares and, after such
adjusted tax basis is reduced to zero, will constitute capital gains to you
(assuming the shares are held as a capital asset). Generally, not later than 60
days after the close of its taxable year, the Fund will provide you with a
written notice designating the amount of any ordinary income dividends or
capital gain dividends and other distributions.

The sale or other disposition of common shares of the Fund will generally result
in capital gain or loss to you, and will be long-term capital gain or loss if
the shares have been held for more than one year at the time of sale. Any loss
upon the sale or exchange of Fund shares held for six months or less will be
treated as long-term capital loss to the extent of any capital gain dividends
received (including amounts credited as an undistributed capital gain dividend)
by you. A loss realized on a sale or exchange of shares of the Fund will be
disallowed if other Fund shares are acquired (whether through the automatic
reinvestment of dividends or otherwise) within a 61-day period beginning 30 days
before and ending 30 days after the date that the shares are disposed of. In
such case, the basis of the shares acquired will be adjusted to reflect the
disallowed loss. Present law taxes both long-term and short-term capital gains
of corporations at the rates applicable to ordinary income. For individual
(non-corporate) taxpayers, however, short-term capital gains and ordinary income
are taxed at a maximum rate of 38.6% for 2002 while long-term capital gains
generally will be taxed at a maximum rate of 20% and 10% for taxpayers in the
15% bracket. The 20% capital gains rate and the 10% capital rate will be reduced
to 18% and 8% respectively, for capital assets held for more than five years if
the holding period begins after December 31, 2000.


Dividends and other taxable distributions are taxable to you even though they
are reinvested in additional shares of the Fund. Although the Fund does not
intend to pay dividends in January, if it does pay such a dividend which was
declared in the previous October, November or December to shareholders of record
on a specified date in one of such months, then such dividend will be treated
for tax purposes as being paid by the Fund and received by you on December 31 of
the year in which the dividend was declared. The Fund intends to distribute all
net investment income and any capital gains during the month of December of each
year.


The Fund is required in certain circumstances to backup withhold on taxable
dividends and certain other payments paid to non-corporate holders of the Fund's
shares who do not furnish the Fund with their correct taxpayer identification
number (in the case of individuals, their Social Security number) and certain
certifications, or who are otherwise subject to backup withholding. Backup
withholding is not an additional tax. Any amounts withheld from payments made to
you may be refunded or credited against your U.S. federal income tax liability,
if any, provided that the required information is furnished to the Internal
Revenue Service.

The foregoing is a general and abbreviated summary of the provisions of the Code
and the Treasury regulations in effect as they directly govern the taxation of
the Fund and its shareholders. These provisions are subject to change by
legislative or administrative action, and any such change may be retroactive.
Shareholders are urged to consult their tax advisers regarding specific
questions as to U.S. federal, foreign, state, local income or other taxes.


STATE AND LOCAL TAX MATTERS. You should consult with your tax advisor about
state and local tax matters.



                        DETERMINATION OF NET ASSET VALUE

The net asset value of common shares of the Fund is computed based upon the
value of the Fund's portfolio securities and other assets. Net asset value per
common share of the Fund is determined as of the close of the regular trading
session on the NYSE no less frequently than Friday of each week and the last
business day of each month, provided, however, that if any such day is a holiday
or determination of net asset value on such day is impracticable, the net asset
value is calculated on such earlier or later day as determined by the Advisers.
The Fund calculates net asset value per common share of the Fund by subtracting
the Fund's liabilities (including accrued expenses, dividends payable and any
borrowings of the Fund) and the liquidation value of any outstanding preferred
shares of the Fund from the Fund's total assets (the value of the securities the
Fund holds plus cash or other assets, including interest accrued but not yet
received) and dividing the result by the total number of common shares of the
Fund outstanding.


                                       26






<PAGE>


The Fund values its common shares and corporate bonds by using market quotations
provided by pricing services, prices provided by market makers or estimates of
market values obtained from yield data relating to instruments or securities
with similar characteristics in accordance with procedures established by the
Board. Short-term securities having a maturity of 60 days or less are valued at
amortized cost, which approximates market value. Any securities or other assets
for which current market quotations are not readily available are valued at
their fair value as determined in good faith under procedures established by and
under the general supervision and responsibility of the Board.

REPURCHASE OF COMMON SHARES. Shares of closed-end investment companies often
trade at a discount to their net asset values, and the Fund's common shares have
in the past and may in the future trade at a discount to their net asset value.
The market price of the Fund's common shares is determined by such factors as
relative demand for and supply of such common shares in the market, the Fund's
net asset value, general market and economic conditions and other factors beyond
the control of the Fund. Although the Fund's common shareholders do not have the
right to have the Fund redeem their common shares, the Fund may take action,
from time to time, to repurchase common shares in the open market or make tender
offers for its common shares at their net asset value. This may, but will not
necessarily, have the effect of reducing any market discount from net asset
value. See "Repurchase of Common Stock" in the SAI.


CAPITALIZATION. The Charter authorizes the issuance of 250,000,000 shares of
Common Stock, par value $0.01 per share. Shareholders recently approved an
amendment to the Charter which authorizes the Board, without shareholder
approval, to increase the Fund's authorized capital. Pursuant to such amendment,
and in connection with the Offering, the Board resolved to increase the
authorized capital of the Fund to an aggregate of 250,000,000 shares and to
reduce the par value to $0.01 per share. Under the Offering, the Fund will offer
5,663,892 additional shares.


RIGHTS WITH REGARD TO DIVIDENDS, VOTING AND LIQUIDATION. When issued, shares of
Common Stock are fully paid and non-assessable. The Fund's shares have no
pre-emptive, conversion, exchange or redemption rights. Each share of Common
Stock has one vote and shares equally in dividends and distributions when and if
declared by the Fund and in the Fund's net assets upon liquidation. All voting
rights for the election of directors are non-cumulative. Consequently, the
holders of more than 50% of the shares can elect 100% of the directors then
nominated for election if they choose to do so and, in such event, the holders
of the remaining shares will not be able to elect any directors.


COMMON STOCK. The Fund has no present intention of offering any additional
shares of common stock other than shares described herein. Any additional
offerings of shares of capital stock, if made, will require approval by the
Board. Any additional offering of common shares will be subject to the
requirements of the 1940 Act that common shares may not be issued at a price
below the then current net asset value (exclusive of underwriting discounts and
commissions) except in connection with an offering to existing stockholders or
with the consent of a majority of the Fund's common shareholders.

The Common Stock has traded on the NYSE from between January of 1974 to April
29, 2002, under the symbol "UIF". From April 30, 2002 to the present, the Common
Stock has traded on the NYSE under the symbol "BIF". On November 15, 2002, there
were 5,663,892 common shares of the Fund issued and outstanding and the net
asset value per common share was $6.32 and the closing price per common share on
the NYSE was $5.09.

PREFERRED STOCK. The Board is authorized to classify and reclassify any unissued
shares of Common Stock as part of an issuance of preferred stock. The Board is
also authorized to set or change the preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends, qualifications or
terms or conditions of redemption of such shares of stock. Under the 1940 Act,
the Fund is permitted to have outstanding more than one series of preferred
shares so long as no single series has a priority over another series as to the
distribution of assets of the Fund or the payment of dividends. Holders of
common shares and outstanding preferred shares of the Fund have no preemptive
right to purchase any preferred shares that might be issued.

ANTI-TAKEOVER PROVISIONS OF THE CHARTER AND BY-LAWS. The Fund presently has
provisions in its Charter and By-Laws (commonly referred to as "anti-takeover"
provisions) which may have the effect of limiting the ability of other entities
or persons to acquire control of the Fund, to cause it to engage in certain
transactions or to modify its structure:


     o   The Charter classifies the Board into three classes, each with a term
         of three years, with only one class of directors standing for election
         in any year. Such classification may prevent replacement of a majority
         of the directors for up to a two year period.

     o   The Charter requires the affirmative vote of at least 75% of the votes
         entitled to be cast by holders of Common Stock to approve, adopt or
         authorize the following:

         (1)  Any conversion from a closed-end to an open-end investment
              company;

         (2)  Any merger or consolidation of the Fund with or into any other
              person;


                                       27






<PAGE>


         (3)  Any sale, lease, exchange, mortgage, pledge, transfer or other
              disposition (in one transaction or a series of transactions) to or
              with any other person of any assets of the Fund except for
              portfolio transactions of the Fund effected in the ordinary course
              of the Fund's business;

         (4)  The issuance or transfer by the Fund (in one transaction or a
              series of transactions) of any shares of the Fund to any other
              person in exchange for cash, securities or other property (or a
              combination thereof) excluding sales of any shares of the Fund in
              connection with a public offering thereof.


         (5)  Any shareholder proposal as to specific investment decisions made
              or to be made with respect to the Fund's assets.

     o   The Fund has elected to become subject to certain provisions of the
         Maryland General Corporation Law that may be regarded as anti-takeover
         provisions. Under these provisions, among other things (i) a majority
         of shareholders is required in order for shareholders to call a meeting
         of shareholders, (ii) Board members cannot be removed without cause,
         (iii) two-thirds of the votes entitled to be cast is necessary to
         remove any director, (iv) only remaining Board members can fill a
         vacancy on the Board resulting from an increase in the size of the
         Board or from the death, resignation or removal of a director and (v)
         directors elected by the Board to fill a vacancy serve for the full
         term of the class of directors in which the vacancy occurred.


     o   The Fund's By-laws contain provisions the effect of which is to prevent
         matters, including nominations of Directors, from being considered at
         shareholders' meetings where the Fund has not received sufficient prior
         notice of the matters.

The percentage of votes required under these provisions, which are greater than
the minimum requirements under Maryland law or in the 1940 Act, make it more
difficult to effect a change in the Fund's business or management and could have
the effect of depriving holders of common shares of an opportunity to sell
shares at a premium over prevailing market prices by discouraging a third party
from seeking to obtain control of the Fund in a tender offer or similar
transaction. The Board, however, has considered these anti-takeover provisions
and believes they are in the best interests of shareholders.

OTHER SERVICE PROVIDERS.


     CUSTODIAN. The Fund's securities and cash are held under a Custodial
     Agreement with State Street Bank and Trust Company (the "Custodian"),
     located at 225 Franklin Street, Boston, MA 02110, pursuant to which the
     Custodian holds the Fund's assets in compliance with the 1940 Act. For its
     services, the Custodian will receive a monthly fee based upon the average
     weekly value of the total assets of the Fund, plus certain charges for
     securities transactions. All customary fees of the Custodian are paid by
     the Administrator.

     TRANSFER AGENT. The transfer agent, dividend disbursing agent and registrar
     for the common shares of the Fund is Mellon Investor Services LLC. All
     customary fees of the transfer agent are paid by the Administrator.

     INDEPENDENT ACCOUNTANTS. The data in the "Financial Highlights" section of
     this Prospectus are based upon financial statements for the year ending
     June 30, 2002, that have been audited by KPMG LLP, independent accountants,
     located at 99 High Street, Boston, MA 02110, as indicated in their reports
     with respect thereto, and are incorporated by reference herein in reliance
     on their reports given on their authority as experts in auditing and
     accounting.


     LEGAL MATTERS. Certain legal matters will be passed on by Willkie Farr &
     Gallagher, New York, New York, counsel to the Fund in connection with the
     Offering.

REPORTS TO SHAREHOLDERS. The Fund sends unaudited semiannual reports and audited
annual reports, including a list of investments held, to shareholders.

AVAILABLE INFORMATION. The Fund is subject to the informational requirements of
the Securities Exchange Act of 1934 and the 1940 Act and in accordance therewith
is required to file reports, proxy statements and other information with the
SEC. Any such reports, proxy statements and other information can be inspected
and copied at the public reference facilities of the SEC, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and the SEC's New York Regional
Office at 233 Broadway, New York, New York 10279 and its Chicago Regional Office
at Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60661. Reports, proxy statements and other information concerning the
Fund can also be inspected at the offices of the NYSE, 20 Broad Street, New
York, New York 10005.

Additional information regarding the Fund and the Offering is contained in the
Registration Statement on Form N-2, including amendments, exhibits and schedules
thereto, relating to such shares filed by the Fund with the SEC. This Prospectus
does not contain all of the information set forth in the Registration Statement,
including any amendments, exhibits and schedules thereto. For further
information with respect to the Fund and the shares offered hereby, reference is
made to the Registration Statement. Statements contained in this Prospectus as
to the contents of any contract or other document referred to are not
necessarily complete and in each instance reference is made to the copy of such
contract or


                                       28






<PAGE>


other document filed as an exhibit to the Registration Statement,
each such statement being qualified in all respects by such reference.

A copy of the Registration Statement may be inspected without charge at the
SEC's principal office in Washington, D.C., and copies of all or any part
thereof may be obtained from the SEC upon the payment of certain fees prescribed
by the SEC. The SEC maintains a web site (http://www.sec.gov) that contains the
Registration Statement, other documents incorporated by reference, and other
information the Fund has filed electronically with the SEC, including proxy
statements and reports filed under the Securities Exchange Act of 1934.

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS. IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE FUND OR THE FUND'S ADVISER. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY
SECURITY OTHER THAN THE SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS, NOR
DOES IT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
SHARES OF COMMON STOCK BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE FACTS AS SET FORTH IN THE PROSPECTUS OR IN THE
AFFAIRS OF THE FUND SINCE THE DATE HEREOF.


STATEMENT OF ADDITIONAL INFORMATION. Additional information about the Fund is
contained in a Statement of Additional Information, which is available upon
request without charge by contacting the Fund's Sub-Administrator, PFPC, Inc. at
(800) 331-1710. Following is the Table of Contents for the Statement of
Additional Information:


STATEMENT OF ADDITIONAL INFORMATION - TABLE OF CONTENTS


[Insert table Here]





<PAGE>


                 SUBJECT TO COMPLETION, DATED NOVEMBER 20, 2002


                       BOULDER GROWTH & INCOME FUND, INC.

                       STATEMENT OF ADDITIONAL INFORMATION


Boulder Growth & Income Fund, Inc. (the "Fund") is a closed-end, non-diversified
management investment company. This statement of additional information does not
constitute a prospectus, but should be read in conjunction with the prospectus
relating hereto dated November 20, 2002 (the "Prospectus"). This Statement of
Additional Information does not include all information that a prospective
investor should consider before participating in the rights offering described
in the Prospectus or otherwise purchasing the Fund's common stock. A copy of the
Prospectus may be obtained without charge by calling the Fund's
sub-administrator (PFPC, Inc.) at (800)-331-1701. You may also obtain a copy of
the Prospectus on the Securities and Exchange Commission's web site
(http://www.sec.gov). Capitalized terms used but not defined in this statement
of additional information have the meanings given to them in the Prospectus.


THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION 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
STATEMENT OF ADDITIONAL INFORMATION IS NOT AN OFFER TO SELL THESE SECURITIES AND
IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.


This Statement of Additional Information is dated November 20, 2002.


                                TABLE OF CONTENTS


THE FUND....................................................................S-1
INVESTMENT OBJECTIVE AND POLICIES...........................................S-1
INVESTMENT POLICIES AND TECHNIQUES..........................................S-3
MANAGEMENT OF THE FUND......................................................S-7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.............................S-9
OWNERSHIP OF THE FUND BY DIRECTORS..........................................S-9
DIRECTOR COMPENSATION......................................................S-10
COMMITTEES OF THE BOARD OF DIRECTORS.......................................S-11
CODES OF ETHICS............................................................S-12
BROKERAGE ALLOCATION AND OTHER PRACTICES...................................S-12
REPURCHASE OF SHARES.......................................................S-13
TAX STATUS.................................................................S-14
FINANCIAL STATEMENTS.......................................................S-15
ADDITIONAL INFORMATION.....................................................S-16





                                    THE FUND

The Fund is a non-diversified, closed-end registered investment company. The
Fund's investment objective is total return. The Fund seeks to produce both
long-term capital appreciation through investment in common stocks and income
from both dividend paying common stocks and fixed income securities. The Fund
typically invests in securities of U.S.-based companies. See "Investment
Objective and Policies". From its inception in 1972, the Fund was managed to
provide "a high level of current income". However, at a special shareholder
meeting held in April 2002, shareholders approved a change in the Fund's
investment objective to "total return" as well as a change of the Fund to
non-diversified status, and eliminated or changed certain of the Fund's
fundamental investment policies. See "Investment Restrictions" below.

                        INVESTMENT OBJECTIVE AND POLICIES


INVESTMENT OBJECTIVE. The Fund's investment objective is total return. The Fund
seeks to produce both long-term capital appreciation through investment in
common stocks and income from both dividend paying common stocks, including
utilities, real estate investment trusts ("REITs"), registered closed end
investment companies ("RICs") and fixed


                                      S-1







<PAGE>



income securities, such as U.S. government securities, preferred stocks and
bonds. No assurance can be given that the Fund will achieve its investment
objective.


The Fund is a "non-diversified" investment company, as defined in the Investment
Company Act of 1940 (the "1940 Act"). As a result, with respect to 50% of the
Fund's portfolio, the Fund must limit to 5% the portion of its assets invested
in the securities of a single issuer. There are no such limitations with respect
to the balance of the Fund's portfolio, although no single investment can exceed
25% of the Fund's total assets. The Fund intends to concentrate its common stock
investments in a few issuers and to take large positions in those issuers,
consistent with being a "non-diversified" fund. As a result, the Fund is subject
to a greater risk of loss than a diversified fund or a fund that has diversified
its investments more broadly. Taking larger positions is also likely to increase
the volatility of the Fund's net asset value, reflecting fluctuation in the
value of large Fund holdings.

Under normal market conditions, the Fund intends to invest at least 80% of its
net assets in common stocks.

INVESTMENT RESTRICTIONS. A number of the Fund's investment policies have been
defined as "fundamental" policies ("Fundamental Policies") by the Prospectus. No
Fundamental Policy may be changed without the vote of (i) 67% or more of the
shares present at a meeting, if the holders of more than 50% of the shares are
present or represented by proxy, or (ii) more than 50% of the shares, whichever
is less. With the exception of the Fundamental Policies, all other policies,
statements, objectives, terms and conditions may be changed by the Fund's Board
of Directors (the "Board") without shareholder approval. At a special
shareholder meeting held on April 26, 2002, shareholders approved proposals
eliminating or modifying Fundamental Policies regarding (i) prohibition on
investing in REITs, (ii) prohibition on borrowing, (iii) prohibition on pledging
assets, (iv) prohibition on issuing senior securities and (v) restrictions on
greater-than-5% holdings in a single issuer. Presently, after elimination or
modification of these policies, the Fund has the following investment
restrictions. It may not:

     1.  Issue any senior securities except as permitted under the 1940 Act.

     2.  Invest in the securities of issuers 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.

     3.  Make short sales of securities or purchase any securities on margin,
         except for such short-term credits as are necessary for the clearance
         of transactions.

     4.  Write, purchase or sell puts, calls, or combinations thereof provided
         that this shall not preclude the purchase and sale of warrants, rights
         and convertible securities in accordance with the Fund's policies.

     5.  Participate on a joint or a joint and several basis in any trading
         account in securities, except that the Fund may, to the extent
         permitted by rules, regulations or orders of the SEC, combine orders
         with others for the purchases and sales of securities in order to
         achieve the best overall execution.

     6.  Invest no more than 20% of its assets in foreign securities, except
         that the Fund may invest not more than 25% of the value of its total
         assets in securities of, or guaranteed by, the Government of Canada or
         of a Province of Canada or any instrumentality or political subdivision
         thereof.

     7.  Purchase or sell interests in oil, gas or other mineral exploration or
         development programs.

     8.  Purchase or sell real estate, except that the Fund may purchase or sell
         real estate investment trusts and securities secured by real estate or
         interests therein issued by companies owning real estate or interests
         therein.

     9.  Purchase or sell commodities or commodity contracts.

     10. Make loans other than through the purchase of debt securities in
         private placements and the loaning of portfolio securities as described
         under "Investment Objective and Policies".

     11. Borrow money in an amount exceeding the maximum permitted under the
         1940 Act.

     12. Underwrite securities of other issuers, except insofar as it may be
         deemed to be an underwriter in selling a portfolio security which may
         require registration under the Securities Act of 1933.

     13. Invest more than 30% of the value of its total assets in securities
         which have been acquired through private placements.


                                      S-2







<PAGE>


     14. Purchase or retain the securities of any issuer, if, to the Fund's
         knowledge, those officers and directors of the Fund or its investment
         adviser who individually own beneficially more than 1/2 of 1% of the
         outstanding securities of such issuer, together own beneficially more
         than 5% of such outstanding securities.


     15. Pledge, mortgage or hypothecate its assets except in connection with
         permitted borrowing and to the extent related to transactions in which
         the Fund is authorized to engage.


                       INVESTMENT POLICIES AND TECHNIQUES

The following information supplements the discussion of the Fund's investment
objective, policies and techniques that are described in the Prospectus.

PORTFOLIO INVESTMENTS. Under normal market conditions, the Fund invests
primarily in a portfolio of common stocks and income producing securities such
as utilities, REITs, RICs, bonds and preferred stocks.

     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 shareholder or class of shareholders,
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. Holders of common stock also have the right to
participate in the assets of the corporation after all other claims are paid.

In selecting common stocks for investment, the Fund expects to focus primarily
on domestic United States companies, although the Fund is permitted to invest in
companies outside the U.S. subject to the restriction stated above (i.e., no
more than 20% of the Fund's assets may be invested in foreign companies).
Generally, target companies will have a consistent high return on equity, while
using modest amounts of debt relative to their industry. The Fund will seek
investments in businesses the Advisers (defined below) understand, which have
fairly predictable and improving future earnings, and most importantly, are
priced reasonably relative to the business' earnings and anticipated growth in
earnings. The Fund will not necessarily focus its investments in "large-cap",
"mid-cap" or "small-cap" companies since Boulder Investment Advisers, LLC
("BIA") and Stewart Investment Advisers ("SIA") (collectively, the "Advisers")
believe it would be unwise to impose such investment limitations. When the Fund
makes an investment in a common stock, it will likely make a significant
investment and typically hold onto it for a long period of time. In the long
run, the Fund believes that value-type investing will produce the best overall
total return.


     INVESTMENTS IN REAL ESTATE INVESTMENT TRUSTS ("REITs"). REITs, or Real
Estate Investment Trusts, are companies dedicating to owning, and usually
operating, income producing real estate or to financing real estate. Most REITs
are trusts under Sections 856 through 860 of the Internal Revenue Code of 1986
(the "Code"). The Fund may invest up to 25% of its assets in REITs. The Fund
intends to invest in REITs primarily for income. As of November 15, 2002, the
Fund had 19.3% of its assets invested in REITs. There are risks associated with
investing in REITs, including the potential for loss of value if the underlying
properties in which the REIT invests decline in value. Property valuations may
rise and fall with either the local economy conditions or with the national
economy. Furthermore, the dividend income paid out by the REIT may be reduced or
eliminated, depending on the income produced by the underlying properties owned
by the REITs. In the normal course of business, REITs face risks that are either
non-financial or non-quantifiable. These risks principally include credit risk
as well as legal risk. Because most REITs are typically financed with debt
instruments, they are also interest rate sensitive.

     INVESTMENTS IN OTHER REGISTERED INVESTMENT COMPANIES ("RICs"). The Fund
may invest up to 10% of its assets in other investment companies registered
under the 1940 Act. The Fund may, from time to time, invest in other closed-end
RICs when they are trading at a discount, and when market conditions seem
appropriate to the Advisers. As of November 15, 2002, the Fund had 0% of its
assets invested in RICs. The Fund intends to normally invest in RICs that pay
dividends. There are risks associated with investments in RICs, including the
risk that the dividend paid by the RIC could be reduced or eliminated. Dividend
paying closed-end RICs can also trade at substantial discounts to their net
asset value. Such RICs typically own interest rate sensitive securities, which
tend to increase in value when interest rates decline, and decrease in value
when interest rates increase. RICs also have expenses associated with management
of the fund. To the extent that the Fund invests in other RICs, the Fund's
shareholders will indirectly be incurring expenses for both the Fund and for
that portion of the Fund's assets invested in other RICs. However, even
operating companies also incur expenses in their daily operations. Profits are
reported net of these expenses, and RICs are no different in that respect. RICs
fall under the auspices of the 1940 Act, which requires disclosure of expenses
and calculation of net asset value ("NAV") net of expenses. Despite this, the
Advisers deem the "double-expense" to have a minimal impact when compared to the
discount at which the Fund may buy other RICs. In the case of RICs that
specialize in bonds, the primary risk is interest rate risk. The NAV and market
value of RICs will fluctuate with the value of the underlying assets.



                                      S-3







<PAGE>



     BONDS. Prior to April 26, 2002, the Fund was called USLife Income Fund,
Inc. and was virtually 100% invested in corporate bonds. After the Fund changed
its investment objective on April 26, 2002, the Advisers liquidated a
substantial portion all of the Fund's bond portfolio. As of November 15, 2002,
the Fund had only 5.2% of its assets invested in bonds. The Fund may continue to
liquidate most of its remaining bond holdings as appropriate and does not
anticipate making significant investments in bonds in the future.


     PREFERRED STOCKS. The Fund may invest in preferred stocks. Generally,
preferred stockholders receive dividends prior to distributions on common stock
and have a priority of claim over common stockholders if the issuer of the stock
is liquidated. Unlike common stock, preferred stock does not usually have voting
rights; preferred stock, in some instances, is convertible into common stock.
The Fund may, from time to time, invest in preferred stocks that are rated
investment grade by Moody's Investment Services ("Moody's") and Standard &
Poor's ("S&P") at the time of investment or whose issuer's senior debt is rated
investment grade by Moody's or S&P at the time of investment, although the Fund
is not limited to investments in investment grade preferreds. In addition, the
Fund may acquire unrated issues that the Advisers deem to be comparable in
quality to rated issues in which the Fund is authorized to invest.

     MONEY MARKET INSTRUMENTS. Under normal conditions, the Fund may hold up to
20% of its assets in cash or money market instruments. The Fund intends to
invest in money market instruments pending investments in common stocks, to
serve as collateral in connection with certain investment techniques, and to
hold as a reserve pending the payment of dividends to investors.. When the
Advisers believe that economic circumstances warrant a temporary defensive
posture, the Fund may invest without limitation in short-term money market
instruments.

Money market instruments that the Fund may acquire 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, 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; 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. 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.

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 its 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. To minimize this risk, the securities
underlying the repurchase agreement will be held by the custodian at all times
in an amount at least equal to the repurchase price, including accrued interest.
If the seller fails to repurchase the securities, the Fund may suffer a loss to
the extent proceeds from the sale of the underlying securities are less than the
repurchase price.

     GOVERNMENT SECURITIES. The Fund may invest in government securities that
include direct obligations of the United States and obligations issued by U.S.
Government agencies and instrumentalities ("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. Also
included among the securities issued by U.S. Government agencies and
instrumentalities are: 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).

     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


                                      S-4







<PAGE>


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.

Custodial receipts evidencing specific coupon or principal payments have the
same general attributes as zero coupon Government Securities but are not
considered to be Government Securities. Although typically under the terms of a
custodial receipt the Fund is authorized to assert its rights directly against
the issuer of the underlying obligation, the Fund may be required to assert
through the custodian bank such rights as may exist against the underlying
issuer. Thus, in the event the underlying issuer fails to pay principal and/or
interest when due, the Fund may be subject to delays, expenses and risks that
are greater than those that would have been involved if the Fund had purchased a
direct obligation of the issuer. In addition, in the event that the trust or
custodial account in which the underlying security has been deposited is
determined to be an association taxable as a corporation, instead of a
non-taxable entity, the yield on the underlying security would be reduced in
respect of any taxes paid.


BORROWINGS. The Fund reserves the right to borrow funds to the extent permitted
by its Fundamental Policies. See "Investment Restrictions" above. The proceeds
of borrowings may be used for any valid purpose including, without limitation,
liquidity, investing and repurchases of capital stock of the Fund. Borrowing is
a form of leverage and, in that respect, entails risks, including volatility in
net asset value, market value and income available for distribution.


LENDING OF SECURITIES. The Fund is authorized to lend securities it holds to
brokers, dealers and other financial organizations, although it has no current
intention of doing so. Loans of the Fund's securities, if and when made, may not
exceed 33-1/3% of the Fund's assets taken at value. 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. From time to time, the Fund may pay a part of the interest
earned from the investment of collateral received for securities loaned to the
borrower and/or a third party that is unaffiliated with the Fund and that is
acting as a "finder."

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
only reasonable custodian fees in connection with the loan; 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.

OTHER INVESTMENT TECHNIQUES AND POLICIES

LEVERAGE. At a Special Meeting held in April 2002, shareholders approved the
elimination or modification of certain of the Fundamental Policies, thus
allowing the Fund to leverage its portfolio. At the annual meeting on October 1,
2002, shareholders approved an amendment to the Charter that would permit the
Fund to issue preferred stock which could be used to leverage the portfolio.
Management believes that well-managed leverage can have a beneficial effect on
shareholders' total return. If properly managed, leverage can provide enough
additional income to pay a substantial portion


                                      S-5







<PAGE>


of Fund expenses, if there is enough of a positive spread between the borrowed
money and the return on the assets acquired with such moneys. Although the Fund
will likely focus its use of leverage on producing income, the Fund may also
purchase other income producing securities (e.g., RICs, REITs and
dividend-paying common stocks) or non-dividend-paying common stocks for
long-term appreciation. The Fund is limited in its use of leverage to the
maximum amount permitted by law, which is the limit contained in Section 18 of
the 1940 Act. The Fund would leverage through the issuance of preferred stock or
borrowing. Depending on how leverage might be structured, the leverage may, in
certain circumstances, require shareholder approval. Presently, although there
are no current proposals for leveraging the Fund, upon consideration and
approval by the Board, the Fund can borrow from banks, institutions or other
entities, such as through margin purchases or reverse repurchase agreements.

     RISKS ASSOCIATED WITH LEVERAGE. The Fund is authorized to borrow money from
banks and other entities in an amount equal to up to 33-1/3% of the Fund's total
assets (including the amount borrowed), less all liabilities and indebtedness
other than the borrowing, and may use the proceeds of the borrowings for
investment purposes. Borrowings create leverage, which is a speculative
characteristic. Although the Fund may borrow continuously, it will do so only
when management believes that borrowing will benefit the Fund after taking into
account considerations such as the costs of the borrowing and the likely
investment returns on the securities purchased with the borrowed monies. The
extent to which the Fund will borrow will depend upon the availability of
credit. No assurance can be given that the Fund will be able to borrow on terms
acceptable to the Fund.

Borrowing by the Fund will create an opportunity for increased return but, at
the same time, will involve special risk considerations. Leveraging resulting
from borrowing will magnify declines as well as increases in the net asset value
of the Common Stock and in the net return on the Fund's portfolio. Although the
principal of the Fund's borrowings will be fixed, the Fund's assets may change
in value during the time a borrowing is outstanding, thus increasing exposure to
capital risk. To the extent the return derived from the assets obtained with
borrowed funds exceeds the interest and other expenses that the Fund will have
to pay, the Fund's net return will be greater than if borrowing was not used.
Conversely, however, if the return from the assets obtained with borrowed funds
is not sufficient to cover the cost of borrowing, the net return of the Fund
will be less than if borrowings were not used, and therefore the amount
available for distribution to the Fund's shareholders as dividends will be
reduced.

The Fund expects that, if it determines to borrow, some or all of its borrowings
may be made on a secured basis. If they are, the Fund's custodian will either
segregate the assets securing the Fund's borrowings for the benefit of the
Fund's lenders or arrangements will be made with a suitable sub-custodian, which
may include a lender. If the assets used to secure the borrowing decrease in
value, the Fund may be required to pledge additional collateral to the lender in
the form of cash or securities to avoid liquidation of those assets. The rights
of any lenders to the Fund to receive payments of interest on and repayments of
principal of borrowings will be senior to the rights of the Fund's shareholders,
and the terms of the Fund's borrowings may contain provisions that limit certain
activities of the Fund and could result in precluding the purchase of
instruments that the Fund would otherwise purchase.

The Fund may borrow by entering into reverse repurchase agreements with any
member bank of the Federal Reserve System and any broker-dealer or any foreign
bank that has been determined by the investment adviser to be creditworthy.
Under a reverse repurchase agreement, the Fund would sell securities and agree
to repurchase them at a mutually agreed date and price. At the time the Fund
enters into a reverse repurchase agreement, it will establish and maintain a
segregated account, with its custodian or a designated sub-custodian containing
cash or liquid obligations having a value not less than the repurchase price
(including accrued interest). Reverse repurchase agreements involve the risk
that the market value of the securities purchased with the proceeds of the sale
of securities received by the Fund may decline below the price of the securities
the Fund is obligated to repurchase. In the event the buyer of securities under
a reverse repurchase agreement files for bankruptcy or becomes insolvent, the
buyer or its trustee or receiver may receive an extension of time to determine
whether to enforce the Fund's obligation to repurchase the securities, and the
Fund's use of the proceeds of the reverse repurchase agreement may effectively
be restricted pending the decision. Reverse repurchase agreements will be
treated as borrowings for purposes of calculating the Fund's borrowing
limitation.

The Fund may, in addition to engaging in the transactions described above,
borrow money from banks for temporary or emergency purposes (including, for
example, clearance of transactions, share repurchases, tender offers or payments
of dividends to shareholders) in an amount not exceeding 5% of the value of the
Fund's total assets (including the amount borrowed).


                                      S-6







<PAGE>


                             MANAGEMENT OF THE FUND

The Fund's board of directors (the "Board") is responsible for the overall
management of the Fund, including supervision of the duties performed by the
Advisers. There are five directors of the Fund. Two of the directors are
"interested persons" (as defined in the 1940 Act). The names and business
addresses of the directors and officers of the Fund and their principal
occupations and other affiliations during the past five years are set forth in
the tables below:

INFORMATION ABOUT DIRECTORS AND OFFICERS. Set forth in the following table is
information about the Directors of the Fund, together with their address, age,
position with the Fund, term of office, length of time served and principal
occupation during the last five years.


<TABLE>
- ------------------------------ ------------------------ ---------------------------------------------- ------------------
<CAPTION>
     Name, Address*, Age         Position, Length of          Principal Occupation(s) and Other         Number of Funds
                                Term Served, and Term                Directorships held                 in Fund Complex
                                      of Office                  During the Past Five Years               Overseen by
                                                                                                           Director
- ------------------------------ ------------------------ ---------------------------------------------- ------------------
Disinterested Directors
- ------------------------------ ------------------------ ---------------------------------------------- ------------------
<S>                            <C>                      <C>                                                   <C>
Alfred G. Aldridge, Jr.        Director of the Fund     Retired;  from 1982-2002, Sales Manager of             2
Brig. Gen. (Retired)           since January 2002.      Shamrock Foods Fund; Director of the Fiesta
Cal. Air National Guard        Current term expires     Bowl, Tempe, AZ since 1997.  Director,
Age: 65                        at Annual Meeting for    Boulder Total Return Fund, Inc., since 1999.
                               2004

Richard I. Barr                Director of the Fund     Retired; from 1963-2001, Manager of                    2
Age:  64                       since January 2002.      Advantage Sales and Marketing, Inc.
                               Current term expires     Director, Boulder Total Return Fund, Inc.,
                               at Annual Meeting for    since 1999; Director, First Financial Fund,
                               2004                     Inc., since 2001.

Joel W. Looney                 Director of the Fund     Partner, Financial Management Group, LLC               2
Age:  40                       since January, 2002.     since July 1999.  Director, Boulder Total
                               Current term expires     Return Fund, Inc., since January 2001.
                               at Annual Meeting for
                               2003

Interested Directors**
- ------------------------------ ------------------------ ---------------------------------------------- ------------------
Susan L. Ciciora               Director of the Fund     Owner, Superior Interiors (interior design             2
Age: 38                        since January 2002.      for custom homes) since 1995; Corporate
                               Current term expires     Secretary, Ciciora Custom Builders, LLC
                               at Annual Meeting for    since 1995;  Trustee of the Brown Trust and
                               2003                     the EH Trust.  Director, Boulder Total
                                                        Return Fund, Inc., since November 2001.

Stephen C. Miller              Director and Chairman    President and General Counsel of  Boulder              2
Age:  49                       of the Board since       Investment Advisers, LLC ("BIA"); Manager,
                               January 2002.            Fund Administrative Services, LLC ("FAS");
                               President of the         Vice President of  Stewart Investment
                               Fund.  Current term      Advisers ("SIA"); Director, Chairman of the
                               expires at Annual        Board and President of Boulder Total Return
                               Meeting for 2005         Fund, Inc., since 1999. President and
                                                        General Counsel, Horejsi, Inc. (liquidated
                                                        in 1999); General Counsel, Brown Welding
                                                        Supply, LLC (sold in 1999); Of  Counsel,
                                                        Krassa & Miller, LLC since 1991.
</TABLE>

* Unless otherwise specified, the Directors' respective addresses are c/o
Boulder Growth & Income Fund, Inc., 1680 38th Street, Suite 800, Boulder,
Colorado 80301.

** Mr. Miller is an "interested person" because he is an officer of BIA and SIA,
the Fund's investment advisers. Ms. Ciciora is an "interested person" as a
result of the extent of her beneficial ownership of Fund shares and by virtue of
her indirect beneficial ownership of the BIA and FAS. See "Benefit to Advisers
and Administrator" below.


                                      S-7







<PAGE>


From the late 1980's until January, 2001, Mr. Looney had served, without
compensation, as one of three trustees of the Mildred Horejsi Trust, an
affiliate of the EH Trust. The Mildred Horejsi Trust, the EH Trust and the other
trusts and business entities affiliated with the Horejsi family are referred to
herein as the "Horejsi Affiliates".

The names of the executive officers of the Fund (other than Mr. Miller, who is
described above) are listed in the table below. Each officer was elected to
office by the Board at a meeting held on January 23, 2002. This table also shows
certain additional information. Each officer will hold such office until a
successor has been elected by the Board.


<TABLE>
- ------------------------------ -------------------------- ----------------------------------------------------------
<CAPTION>
                                  Position, Length of
     Name, Address, Age        Term Served, and Term of     Principal Occupation(s) and Other Directorships held
                                        Office                           During the Past Five Years
- ------------------------------ -------------------------- ----------------------------------------------------------
<S>                            <C>                        <C>
Carl D. Johns                  Chief Financial Officer,   Vice President and Treasurer of BIA and Assistant
1680 38th Street,              Chief Accounting           Manager of FAS, since April, 1999; Vice President, Chief
Suite 800                      Officer, Vice President    Financial Officer and Chief Accounting Officer, Boulder
Boulder, CO 80301              and Treasurer since        Total Return Fund, Inc., since 1999; Employee of
Age: 39                        January 2002. Appointed    Flaherty & Crumrine Incorporated prior to December 31,
                               annually.                  1998; Assistant Treasurer of Preferred Income Management
                                                          Fund Incorporated, Preferred Income Fund Incorporated and
                                                          Preferred Income Opportunity Fund Incorporated prior to
                                                          December 31, 1998.

Stephanie Kelley               Secretary since January    Secretary, Boulder Total Return Fund, Inc., since
1680 38th Street,              2002. Appointed            October 27, 2000; Assistant Secretary and Assistant
Suite 800                      annually.                  Treasurer of various Horejsi Affiliates; employee of FAS
Boulder, CO 80301                                         since March 1999.
Age: 45
</TABLE>



In January 2002, the Board was presented with and considered an extensive
proposal from the Advisers (then, the proposed advisers) recommending, among
other things, a change in the Fund's investment adviser (the "Advisory
Proposal"). The Advisory Proposal represented the recommendation by the Advisers
and Stewart R. Horejsi on behalf of the Horejsi Affiliates. Throughout the
process of considering the Advisory Proposal, the Board was advised by counsel
to the Fund and separate counsel retained by the non-interested members of the
Board.

The Advisory Proposal presented the Board with extensive written materials
concerning BIA and SIA, their personnel, financial condition, compliance and
systems capability and related matters. The Board also reviewed extensive
audited and unaudited performance data with respect to the Advisers' management
of Boulder Total Return Fund, Inc. ("BTF"), including calendar year, fiscal year
and 12-month total returns, returns on NAV and returns on market, and BTF's
performance rank with Lipper Analytical Services ("Lipper") in a broad range of
closed and open-end fund categories. In addition, the Board reviewed a report
prepared by an independent accounting firm showing the investment performance
achieved by Stewart R. Horejsi (the Advisers' primary portfolio manager), with
respect to his family's portfolio of securities over a 10-year period ending
12/31/98. Cognizant of the fact that the Advisers had a relatively limited
operating history with respect to advising a registered investment company, the
Board carefully considered the capability of those parties to advise the Fund.
The Board noted that the past performance of the Advisers is not necessarily
indicative of future performance.

The Board also considered the reasonableness of the proposed fees to be paid to
the Advisers. In this regard, the Board took note that the fee proposed under
the Advisory Proposal was identical to that paid to the Advisers by BTF and that
the Fund was expected to be managed over time in much the same way as BTF (i.e.,
with "total return" being the Fund's objective), although some of the Fund's
investment policies vis-a-vis BTF may differ. The Board also reviewed materials
and reports supporting the reasonableness of the proposed fee, including data
prepared by Lipper showing fees charged by funds investing in common stocks,
expense ratios for those funds and profitability data of SIA and BIA assuming
the approval of the proposed fee. In light of the possibly extended timetable
for investing Fund assets in common stocks, the Board negotiated a waiver of a
portion of the proposed fee until such time as at least 50% of Fund assets were
invested in common stocks, which included investments in REITs and common stock
of registered investment companies ("RICs").

Prior to and throughout the process of considering the Advisory Proposal, the
Board held extensive discussions with Mr. Horejsi and other representatives of
the Advisers. In the final analysis, the Board gave considerable weight to the
views of Mr. Horejsi as a representative of the Fund's largest shareholder.
Nonetheless, the Board carefully evaluated the impact of the Advisory Proposal
on other holders of the Fund's common stock. The Board recognized that the
Fund's expense ratio would increase as a result of implementing the Advisory
Proposal. The Board considered this, as well as other possible disadvantages
under the Advisory Proposal, to be outweighed by the potential long-term
benefits to be derived from engaging the Advisers and shifting the Fund's focus
to common stock investing. The Board also believed that engagement



                                      S-8







<PAGE>



of the Advisers, as well as the other changes contemplated under the Advisory
Proposal, were an appropriate and reasonable response to the recommendations of
the Horejsi Affiliates. On January 23, 2002, the Directors of the Fund,
including the non-interested directors, unanimously approved the Advisory
Proposal. At the same meeting, the Board approved interim advisory agreements
engaging the Advisers to manage the Fund's assets on an interim basis pending
the outcome of shareholder support of the Advisory Proposal. On April 26, 2002,
shareholders approved the Advisers consistent with the 1940 Act.


                 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information regarding the beneficial
ownership of the Fund's shares as of August 23, 2002 by each person who is known
by the Fund to beneficially own 5% or more of the Fund's Common Stock.

<TABLE>
<CAPTION>
                                      Number of Shares     Number of Shares           Percentage
           Name of Owner*              Directly Owned     Beneficially Owned      Beneficially Owned
- ------------------------------------- ------------------ ---------------------- -----------------------
<S>                                    <C>               <C>                    <C>
Ernest Horejsi Trust  No. 1B                             1,171,400              20.68%
Badlands Trust Company                                   ---**                  20.68%
Stewart R. Horejsi Trust No. 2                           ---**                  20.68%
Aggregate Shares Owned**                                 1,171,400              20.68%
</TABLE>
- ----------------------------

* The address of each listed owner is c/o Badlands Trust Company, POB 801, 614
Broadway, Yankton, South Dakota 57078.

** Excludes shares owned by the Ernest Horejsi Trust No. 1B (the "EH Trust").
Badlands Trust Company ("Badlands") is one of three trustees of the EH Trust.
Badlands is a trust company organized under the laws of South Dakota and is
wholly owned by the Stewart R. Horejsi Trust No. 2, an irrevocable trust
organized by Stewart R. Horejsi for the benefit of his issue. The directors of
Badlands are Larry Dunlap, Stephen C. Miller, Robert Ciciora, who is the brother
of Mr. Horejsi's son-in-law (John Ciciora), Gail G. Gubbels and Marty Jans.
Badlands and its directors disclaim beneficial ownership of shares owned by the
EH Trust. Together with Larry Dunlap and Badlands, Ms. Ciciora is a trustee of
the EH Trust and also one of the beneficiaries of the EH Trust. Mr. Miller is an
officer and director of Badlands. Because two of the Trust's trustees are
required in order for the Trust to vote or exercise dispositive authority with
respect to shares owned by the Trust, Ms. Ciciora and Mr. Miller each disclaim
beneficial ownership of such shares.

The EH Trust, Badlands and the Stewart R. Horejsi Trust No. 2, as well as other
Horejsi affiliated trusts and entities are collectively referred to herein as
the "Horejsi Affiliates". Information as to beneficial ownership in the previous
paragraph has been obtained from a representative of the beneficial owners; all
other information as to beneficial ownership is based on reports filed with the
Securities and Exchange Commission (the "SEC") by such beneficial owners.


As of October 31, 2002, Cede & Co., a nominee partnership of the Depository
Trust Fund, held of record, but not beneficially, 4,429,471 shares or 78.2% of
Common Stock outstanding of the Fund.

As of October 18, 2002, the executive officers and directors of the Fund, as a
group, owned 1,189,200 shares of the Common Stock (this amount includes the
aggregate shares of Common Stock owned by the Horejsi Affiliates set forth
above), representing 20.93% of Common Stock.


                       OWNERSHIP OF THE FUND BY DIRECTORS.


Set forth in the following table are the Directors of the Fund, together with
the dollar range of equity securities beneficially owned by each Director or
nominee in the Fund as of October 18, 2002, as well as the aggregate dollar
range of equity securities in all funds overseen or to be overseen in a family
of investment companies (i.e., funds managed by the Advisers).



                                      S-9







<PAGE>


<TABLE>
- -------------------------------------- -------------------------------- ---------------------------------
<CAPTION>
Disinterested Directors and Nominees       Dollar Range of Equity          Aggregate Dollar Range of
                                           Securities in the Fund        Equity Securities in All Funds
                                                                          in the Family of Investment
                                                                                   Companies
- -------------------------------------- -------------------------------- ---------------------------------
<S>                                             <C>                            <C>
       Alfred G. Aldridge, Jr.                  Under $10,000                  $10,001 to $50,000


           Richard I. Barr                      Under $10,000                    Over $100,000


           Joel W. Looney                       Under $10,000                  $10,001 to $50,000


  Interested Directors and Nominees
- -------------------------------------- -------------------------------- ---------------------------------
          Susan L. Ciciora                     Over $100,000'D'                  Over $100,000


          Stephen C. Miller                    Over $100,000'D''D'               Over $100,000
</TABLE>

'D' 1,171,400 shares of the Fund are held by the EH Trust. Accordingly, Ms.
Ciciora may be deemed to have indirect beneficial ownership of such shares. Ms.
Ciciora disclaims all such beneficial ownership. Ms. Ciciora directly owns 2,500
shares of the Fund.

'D''D' Mr. Miller directly owns 5,600 shares of the Fund and indirectly owns and
controls 2,800 shares of the Fund through his membership in Erma Miller, LLC.
Mr. Miller is also a director and officer of Badlands Trust Fund. By virtue of
such relationships, Mr. Miller may be deemed to share the indirect power to vote
and direct the disposition of the shares directly and beneficially held by EH
Trust and Badlands Trust Fund. Mr. Miller disclaims beneficial ownership of such
shares.

None of the disinterested Directors or their family members owned beneficially
or of record any securities of the Fund's advisers or any person directly or
indirectly controlling, controlled by, or under common control with the
advisers.


As of October 18, 2002, the officers and members of the Board owned, in the
aggregate, 1,189,200 shares of the Fund's common stock.


                             DIRECTOR COMPENSATION.

The following table sets forth certain information regarding the compensation of
the Fund's Directors for the fiscal year ended June 30, 2002. No persons (other
than the "independent" Directors, as set forth below) currently receive
compensation from the Fund for acting as a Director or officer. Directors and
executive officers of the Fund do not receive pension or retirement benefits
from the Fund. Directors receive reimbursement for travel and other out of
pocket expenses incurred in connection with Board meetings.


                                      S-10







<PAGE>


<TABLE>
<CAPTION>
                                              Aggregate Compensation
          Name of Person and             from the Fund Paid to Directors   Total Compensation from the Fund
        Position with the Fund              Fiscal Year Ending 6/30/02     and Fund Complex Paid to Director
- --------------------------------------- ---------------------------------- ---------------------------------
<S>                                                  <C>                          <C>
Alfred G. Aldridge, Jr., Director                    $6,000                       $29,500 (2 funds)
Richard I. Barr, Director                            $6,000                       $29,500 (2 funds)
Joel W. Looney, Director                             $6,000                       $29,500 (2 funds)
Susan L. Ciciora, Director                             $0                                 $0
Stephen C. Miller, President of the                    $0                                 $0
Fund, Chairman of the Board and
Director
</TABLE>

Prior to January 28, 2002, each Director of the Fund who was not an officer of
the Fund received a fee of $2,000 per annum plus $1,000 for each in-person
meeting, and $250 for each telephone meeting. In addition, the Audit Committee
and Nominating Committee members received an additional $250 for each committee
meeting attended. Committee chairs received an additional $375 for each
committee meeting chaired.

As of January 28, 2002, each Director of the Fund who is not a Director, officer
or employee of the Advisers, or any of their affiliates, receives a fee of
$3,000 for each in-person meeting, and $500 for each telephone meeting,
constituting their full compensation. Each Director of the Fund is reimbursed
for travel and out-of-pocket expenses associated with attending Board and
committee meetings. The Board held seven meetings (three of which were held by
telephone conference call) during the fiscal year ended June 30, 2002. Each
Director currently serving in such capacity attended at least 75% of the
meetings of Directors and any committee of which he is a member. The aggregate
remuneration paid to the Directors of the Fund for acting as such during the
fiscal year ended June 30, 2002 amounted to $49,706.(1)

                      COMMITTEES OF THE BOARD OF DIRECTORS

Audit Committee; Report of Audit Committee. The Audit Committee reviews the
scope and results of the Fund's annual audit with the Fund's independent
accountants and recommends the engagement of such accountants. Management,
however, is responsible for the preparation, presentation and integrity of the
Fund's financial statements, and the independent accountants are responsible for
planning and carrying out proper audits and reviews. The Board adopted a written
charter for the Audit Committee on January 23, 2002. The Audit Committee met
three times during the fiscal year ended June 30, 2002.

In connection with the audited financial statements as of and for the year ended
June 30, 2002 included in the Fund's Annual Report for the year ended June 30,
2002 (the "Annual Report"), at a meeting held on August 12, 2002, the Audit
Committee considered and discussed the audited financial statements with
management and the independent accountants, and discussed the audit of such
financial statements with the independent accountants.


The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not employed by the Fund for
accounting, financial management or internal control. Moreover, the Audit
Committee relies on and makes no independent verification of the facts presented
to it or representations made by management or the independent accountants.
Accordingly, the Audit Committee does not provide an independent basis for
determining that management has maintained appropriate accounting and financial
reporting principles and policies, or internal controls and procedures, designed
to assure compliance with accounting standards and applicable laws and
regulations. Furthermore, the Audit Committee's considerations and discussions
referred to above do not provide assurance that the audit of the Fund's
financial statements has been carried out in accordance with generally accepted
accounting standards or that the financial statements are presented in
accordance with generally accepted accounting principles.


Nominating Committee. The Board has a Nominating Committee consisting of Messrs.
Looney, Aldridge and Barr which is responsible for considering candidates for
election to the Board in the event a position is vacated or created.


- --------
(1) Former Directors of the Fund (i.e., prior to January 28, 2002) were Timothy
J. Ebner, Gustavo E. Gonzales, Jr., Ben H. Love , Judith L. Craven, Dr. Norman
Hackerman, John W. Lancaster and F. Robert Paulsen. Between July 1, 2001 and
December 31, 2001 such directors were paid $31,706.


                                      S-11







<PAGE>


The Nominating Committee would consider recommendations by shareholders if a
vacancy were to exist. Such recommendations should be forwarded to the Secretary
of the Fund. The Nominating Committee of the Fund did not meet during the fiscal
year ended June 30, 2002. The Fund does not have a compensation committee.

                                 CODES OF ETHICS

The Fund and the Advisers have adopted codes of ethics pursuant to Rule 17j-1
under the 1940 Act that permits investment personnel subject to their particular
codes of ethics to invest in securities, including securities that may be
purchased or held by the Fund, for their own accounts. The codes of ethics are
on public file with, and are available from, the Securities and Exchange
Commission's Public Reference Room in Washington, D.C. Information on the
operation of the Public Reference Room may be obtained by calling the Commission
at 1-(202)-942-8090 and these codes of ethics are available on the EDGAR
database on the Commission internet site at http://www.sec.gov. Copies of these
codes of ethics may be obtained, after paying a duplicating fee, by electronic
request at the following e-mail address: publicinfo@sec.gov or by writing the
Commission's Public Reference Section, Washington, D.C. 20549-0102.


Compensation to the Advisers and Administrators. Information is provided in the
Prospectus concerning the Advisers and Administrator and their agreements with
the Fund. The amounts paid to such persons during the last three fiscal years
or, if shorter, the period during which the entity was retained to provide
services to the Fund are as follows:




<TABLE>
<CAPTION>
                                                                                     Fees Paid
                                                               ------------------ ----------------- ------------------
Name of Entity                                                       2000               2001              2002*
- -------------------------------------------------------------- ------------------ ----------------- ------------------
<S>                                                                   <C>                <C>           <C>
Boulder Investment Advisers, LLC                                      $0                 $0             $87,145.48
Stewart Investment  Advisers (aka Stewart West Indies Trading         $0                 $0
  Company, Ltd.)                                                                                       $261,436.42
Fund Administrative Services, LLC**                                   $0                 $0             $97,149.44
</TABLE>



*From January 23, 2002 (the date the Advisers and Administrator commenced
providing services to the Fund) through October 31, 2002.

**From fees received under the Administrative Agreement, the Administrator is
required to pay substantially all fees charged by any sub-administrators and
certain other out-source service providers providing services to the Fund. PFPC,
Inc. is a sub-administrator to the Fund under a sub-administration agreement
between the PFPC, Inc. and the Administrator. Under the terms of this agreement,
the Administrator paid PFPC, Inc. $38,859.78 for services provided from January
23, 2002 through October 31, 2002. Also from fees received under the
Administrative Agreement, the Administrator is required to pay customary fees
charged the Fund by its custodian and transfer agent. During the period from
January 23, 2002, through October 31, 2002, the Administrator paid custodian and
transfer agency fees in the amount of $24,068.74.


                    BROKERAGE ALLOCATION AND OTHER PRACTICES


The Advisers are responsible for decisions to buy and sell securities for the
Fund, the selection of brokers and dealers to effect the transactions and the
negotiation of prices and any brokerage commissions. The Fund may purchase
certain money market instruments directly from an issuer in which case no
commissions or discounts are paid. From January 23, 2002 through October 31,
2002, the Fund paid $44,744.00 in brokerage commissions. The increase in
brokerage commissions in the last fiscal year is due to the change in the Fund's
investment focus from primarily corporate bonds to a combination of common
stocks and fixed income securities. No separate brokerage commission is
typically paid on bond transactions, which are typically executed on a principal
basis, in contrast to common stock transactions, where brokerage commissions are
the norm.

The Advisers are responsible for effecting securities transactions of the Fund
and will do so in a manner deemed fair and reasonable to shareholders of the
Fund and not according to any formula. The primary considerations in selecting
the manner of executing securities transactions for the Fund will be prompt
execution of orders, the size and breadth of the market for the security, the
reliability, integrity and financial condition and execution capability of the
firm, the amount of difficulty in executing the order, and the best net price.
There are many instances when, in the judgment of the Advisers more than one
firm can offer comparable execution services. In selecting among such firms,
consideration may be given to those firms which supply research and other
services in addition to execution services, although the Fund does not typically
rely on such research. Consideration may also be given to the sale of shares of
the Fund. However, it is not the policy of the



                                      S-12







<PAGE>


Advisers, absent special circumstances, to pay higher commissions to a firm
because it has supplied such research or other services.

The Advisers are able to fulfill their obligations to furnish a continuous
investment program to the Fund without receiving research from brokers; however,
it considers access to such information as an element of financial management.
Although such information is considered useful, its value is not determinable,
as it must be reviewed and assimilated by the Advisers, and does not reduce the
Advisers' normal research activities in rendering investment advice. It is
possible that the Advisers' expenses could be materially increased if it
attempted to purchase this type of information or generate it through its own
staff.

Currently, the Advisers manage two investment companies: the Fund and the
Boulder Total Return Fund, Inc. However, if the Advisers were to manage other
accounts, investment decisions for the Fund would be made independently from
those of such other accounts; however, from time to time, the same investment
decision might be made for more than one company or account. If two or more
accounts were to seek to purchase or sell the same securities, the securities
actually purchased or sold would be allocated among the companies and accounts
on a good faith equitable basis by the Advisers in their discretion in
accordance with the accounts' various investment objectives. In some cases, this
system may adversely affect the price or size of the position obtainable for the
Fund. In other cases, however, the ability of the Fund to participate in volume
transactions may produce better execution for the Fund.


Although the investment co-advisory agreements contain no restrictions on
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. For the fiscal years
ended June 30, 2001 and June 30, 2002, the Fund's portfolio turnover rates were
83% and 180%. The increase in turnover rate is due to a transitioning of the
Fund's corporate bond investments to common stocks consistent with the Fund's
new investment objective.


                              REPURCHASE OF SHARES

The Fund is a closed-end investment company and as such its common shareholders
do not have the right to cause the Fund to redeem their shares. Instead, the
Fund's common shares trade in the open market at a price that is a function of
several factors, including net asset value, dividend stability, relative demand
for and supply of such shares in the market, general market and economic
conditions, dividend stability, dividend levels (which are in turn affected by
expenses), and other factors. Because shares of a closed-end investment company
may frequently trade at prices lower than net asset value (a "Discount"), the
Board may consider actions that might be taken to reduce or eliminate any
material Discount in respect of common shares, which may include the repurchase
of such shares in the open market or in private transactions, the making of a
tender offer for such shares at net asset value, or the conversion of the Fund
to an open-end investment company. The Board may not decide to take any of these
actions. In addition, there can be no assurance that share repurchases or tender
offers, if undertaken, will reduce any Discount.


If the Fund should issue preferred stock in the future, the Fund's ability to
repurchase shares of, or tender for, its common stock may be limited by the
asset coverage requirements of the 1940 Act and by asset coverage and other
requirements imposed by various rating agencies. No assurance can be given that
the Board will decide to undertake share repurchases or tenders or, if
undertaken, that repurchases and/or tender offers will result in the Fund's
common stock trading at a price that is close to, equal to or above net asset
value. The Fund may borrow to finance repurchases and/or tender offers. Any
tender offer made by the Fund for its shares may be at a price equal to or less
than the net asset value of such shares. Any service fees incurred in connection
with any tender offer made by the Fund will be borne by the Fund and will not
reduce the stated consideration to be paid to tendering shareholders.


Subject to its investment limitations, the Fund may borrow to finance the
repurchase of common shares or to make a tender offer. Interest on any
borrowings to finance share repurchase transactions or the accumulation of cash
by the Fund in anticipation of share repurchases or tenders will reduce the
Fund's net income. Any share repurchase, tender offer or borrowing that might be
approved by the Board would have to comply with the Securities Exchange Act of
1934 and the 1940 Act and the rules and regulations under each of those acts.

Although the decision to take action in response to a Discount will be made by
the Board at the time it considers such issue, it is the Board's present policy,
which may be changed by the Board, not to authorize repurchases of common shares
or a tender offer for such shares if (1) such transactions, if consummated,
would (a) result in the delisting of the common shares from the NYSE, or (b)
impair the Fund's status as a regulated investment company under the Internal
Revenue Code (which


                                      S-13







<PAGE>


would make the Fund a taxable entity, causing the Fund's income to be taxed at
the corporate level in addition to the taxation of shareholders who receive
dividends from the Fund) or as a registered closed?end investment company under
the 1940 Act; (2) the Fund would not be able to liquidate portfolio securities
in an orderly manner and consistent with the Fund's investment objective and
policies in order to repurchase shares; or (3) there is, in the board's
judgment, any (a) material legal action or proceeding instituted or threatened
challenging such transactions or otherwise materially adversely affecting the
Fund, (b) general suspension of or limitation on prices for trading securities
on the NYSE, (c) declaration of a banking moratorium by Federal or state
authorities or any suspension of payment by United States banks in which the
Fund invests, (d) material limitation affecting the Fund or the issuers of its
portfolio securities by Federal or state authorities on the extension of credit
by lending institutions or on the exchange of foreign currency, (e) commencement
of war, armed hostilities or other international or national calamity directly
or indirectly involving the United States, or (f) other event or condition which
would have a material adverse effect (including any adverse tax effect) on the
Fund or its shareholders if shares were repurchased. The Board may in the future
modify these conditions in light of experience.

The repurchase by the Fund of its common shares at prices below net asset value
will result in an increase in the net asset value of those shares that remain
outstanding. However, there can be no assurance that share repurchases or
tenders at or below net asset value will result in the Fund's common shares
trading at a price equal to their net asset value. Nevertheless, the fact that
the Fund's shares may be the subject of repurchase or tender offers at net asset
value from time to time, or that the Fund may be converted to an open?end
company, may be helpful in reducing any spread between market price and net
asset value that might otherwise exist.

In addition, a purchase by the Fund of its common shares will decrease the
Fund's total assets, which would likely have the effect of increasing the Fund's
expense ratio. Any purchase by the Fund of its common shares at a time when
preferred shares are outstanding will increase the leverage applicable to the
outstanding common shares then remaining and decrease the asset coverage of the
preferred shares.

Before deciding whether to take any action if the common shares trade below net
asset value, the Board would likely consider all relevant factors, including the
extent and duration of the discount, the liquidity of the Fund's portfolio, the
impact of any action that might be taken on the Fund or its shareholders and
market considerations. Based on these considerations, even if the Fund's shares
should trade at a discount, the Board may determine that, in the interest of the
Fund and its shareholders, no action should be taken.

                                   TAX STATUS

The Fund has qualified and elected, and intends to continue to qualify under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), as a
regulated investment company. To qualify for tax treatment as a regulated
investment company, the Fund must, among other things: (a) distribute to its
shareholders at least an amount equal to the sum of (i) 90% of its net
investment income (which is its investment company taxable income as that term
is defined in the Code but determined without regard to the deduction for
dividends paid) and (ii) 90% of its net tax-exempt interest income and (b)
diversify its holdings so that, at the end of each quarter of the Fund's taxable
year (i) at least 50% of the market value of the Fund's assets is represented by
cash, cash items, U.S. government securities and securities of other regulated
investment companies, and other securities, with these other securities limited,
with respect to any one issuer, to an amount not greater in value than 5% of the
Fund's total assets, and to not more than 10% of the outstanding voting
securities of such issuer, and (ii) not more than 25% of the market value of the
Fund's assets is invested in the securities of any one issuer (other than U.S.
government securities or securities of other regulated investment companies) or
of any two or more issuers that the Fund controls and which are determined to be
engaged in the same trade or business or similar or related trades or
businesses. In meeting these requirements, the Fund may be restricted in the
utilization of certain of the investment techniques described above and in the
Prospectus. If in any year the Fund should fail to qualify for tax treatment as
a regulated investment company, the Fund would incur a regular Federal corporate
income tax upon its taxable income for that year without any deduction for
distributions paid to its shareholders, and distributions to its shareholders
would be taxable to such holders as ordinary income to the extent of the Fund's
earnings and profits. A regulated investment company that fails to distribute,
by the close of each calendar year, at least an amount equal to the sum of 98%
of its ordinary taxable income for such year and 98% of its capital gain net
income for the one-year period ending October 31 in such year, plus any
shortfalls from the prior year's required distribution, is liable for a 4%
excise tax on the portion of the undistributed amount of such income that is
less than the required amount for such distributions. To avoid the imposition of
this excise tax, the Fund generally makes the required distributions of its
ordinary taxable income, if any, and its capital gain net income, to the extent
possible, by the close of each calendar year.

Certain of the Fund's investment practices are subject to special provisions of
the Code that, among other things, may defer the use of certain deductions or
losses of the Fund, affect the holding period of securities held by the Fund and
alter the


                                      S-14







<PAGE>


character of the gains or losses realized by the Fund. These provisions may also
require the Fund to recognize income or gain without receiving cash with which
to make distributions in the amounts necessary to satisfy the requirements for
maintaining regulated investment company status and for avoiding income and
excise taxes. The Fund will monitor its transactions and may make certain tax
elections in order to mitigate the effect of these rules and prevent
disqualification of the Fund as a regulated investment company.

Distributions to shareholders derived from the Fund's ordinary income and net
short-term capital gains, if any, will be taxable to its shareholders as
ordinary income. Distributions by the Fund of net capital gain (which is the
excess of net long-term capital gain over net short-term capital loss), if any,
are taxable as long-term capital gain, regardless of the length of time the
shareholder has owned common shares or AMPS. Distributions, if any, in excess of
the Fund's earnings and profits will first reduce the adjusted tax basis of a
shareholder's shares and, after that basis has been reduced to zero, will
constitute capital gain to the shareholder (assuming the shares are held as a
capital asset).

The sale or other disposition of common shares will normally result in capital
gain or loss to shareholders if such shares are held as capital assets. Present
law taxes both long-term and short-term capital gains of corporations at the
rates applicable to ordinary income. For non-corporate taxpayers, however,
short-term capital gains and ordinary income will be taxed at a maximum rate of
39.6% while long-term capital gains generally will be taxed at a maximum rate of
20%. However, because of the limitations on itemized deductions and the
deduction for personal exemptions applicable to higher income taxpayers, the
effective rate of tax may be higher in certain circumstances. Losses realized by
a shareholder on the sale or exchange of shares of the Fund held for six months
or less are disallowed to the extent of any distribution of exempt-interest
dividends received with respect to such shares, and, if not disallowed, such
losses are treated as long-term capital losses to the extent of any distribution
of net capital gain received with respect to such shares. A shareholder's
holding period is suspended for any periods during which the shareholder's risk
of loss is diminished as a result of holding one or more other positions in
substantially similar or related property, or through certain options or short
sales. Any loss realized on a sale or exchange of shares of the Fund will be
disallowed to the extent those shares of the Fund are replaced by other shares
within a period of 61 days beginning 30 days before and ending 30 days after the
date of disposition of the original shares. In that event, the basis of the
replacement shares of the Fund will be adjusted to reflect the disallowed loss.

Nonresident alien individuals and certain foreign corporations and other
entities ("foreign investors") generally are subject to U.S. withholding tax at
the rate of 30% (or possibly a lower rate provided by an applicable tax treaty)
on distributions of net investment income (which includes net short-term capital
gain). Different tax consequences may result if the owner is engaged in a trade
or business in the United States or, in the case of an individual, is present in
the United States for 183 or more days during a taxable year.

The Fund is required in certain circumstances to backup withhold 30% of taxable
dividends and certain other payments paid to non-corporate registered holders of
the Fund's shares who do not furnish to the Fund their correct taxpayer
identification number (in the case of individuals, their social security number)
and certain certifications, or who are otherwise subject to backup withholding.
Backup withholding is not an additional tax. Any amounts withheld from payments
made to a shareholder may be refunded or credited against such shareholder's
United States federal income tax liability, if any, provided that the required
information is furnished to the IRS.

The foregoing is a general summary of the provisions of the Code and regulations
thereunder presently in effect as they directly govern the taxation of the Fund
and its shareholders. These provisions are subject to change by legislative or
administrative action, and any such change may be retroactive. Moreover, the
foregoing does not address many of the factors that may be determinative of
whether an investor will be liable for the federal alternative minimum tax.
Shareholders are advised to consult their own tax advisers for more detailed
information concerning the federal income tax consequences of purchasing,
holding and disposing of Fund shares, as well as any related state, local and
foreign tax consequences.

                              FINANCIAL STATEMENTS


INDEPENDENT ACCOUNTANTS. KPMG LLP ("KPMG"), at 99 High Street, Boston, MA 02110,
has served as independent accountants for the Fund since January 23, 2002, and
has been selected to serve in such capacity for the Fund's fiscal year ending
November 30, 2002. The financial statements and independent auditors report
incorporated by reference into this statement of additional information have
been so incorporated and the financial highlights included in the Prospectus
have been so included in reliance upon the report of KPMG given on their
authority as experts in auditing and accounting.



                                      S-15







<PAGE>



Incorporation by Reference. The Fund's Portfolio of Investments, dated June 30,
2002 (audited); Statement of Assets and Liabilities, dated June 30, 2002
(audited); Statement of Operations for the year ended June 30, 2002 (audited);
Statement of Changes in Net Investment Assets for the two years ended June 30,
2002 (audited) and the independent auditors report included in the Fund's Annual
Report for the fiscal year ended June 30, 2002, which accompany this statement
of additional information, are incorporated herein by reference. The Fund will
furnish, without charge, a copy of the Annual Report upon written request to
PFPC Inc., P.O. Box 1376, Boston, Massachusetts 02104 or by calling
1-800-331-1710.


                             ADDITIONAL INFORMATION

A Registration Statement on Form N-2, including amendments thereto, relating to
the shares offered hereby, has been filed by the Fund with the Securities and
Exchange Commission, Washington, D.C. The Prospectus and this statement of
additional information do not contain all of the information set forth in the
Registration Statement, including any exhibits and schedules thereto. For
further information with respect to the Fund and the shares offered hereby,
reference is made to the Registration Statement. Statements contained in the
Prospectus and this statement of additional information as to the contents of
any contract or other document referred to are not necessarily complete and in
each instance reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement, each such statement being
qualified in all respects by such reference.


                                      S-16







<PAGE>


Part C. Other Information.

Item 24. Financial Statements and Exhibits

     1. Financial Statements:

          a. Financial Statements included in Part A (Prospectus) of this
             Registration Statement:

          b. Financial Statements included in Part B (Statement of Additional
             Information) of this Registration Statement.

               i.   Report of Independent Accountants.*

               ii.  Statement of assets and liabilities as of June 30, 2002.*

               iii. Statement of operations for the year ended June 30, 2002.*

               iv.  Statement of cash flows for the year ended June 30, 2002.*

               v.   Statement of changes in net assets for each of the years
                    ended June 30, 2002.* and 2001.*


               vi.  Schedule of Investments as of June 30, 2002.*

               vii. Notes to Financial Statements for year ended June 30, 2002.*


* Incorporated herein by reference to the Registrant's Form N30-D filed on
August 21, 2002, for year ending June 30, 2002.

     2. Exhibits

          a. Fund's Charter


               i.   Articles of Incorporation of the Fund

               ii.  Articles of Amendment dated October 9, 1991

               iii. Articles of Amendment dated November 24, 1998

               iv.  Articles Supplementary dated January 18, 2000

               v.   Articles of Amendment dated April 26, 2002

               vi.  Articles of Amendment dated October 1, 2002

               vii. Articles of Amendment dated October 21, 2002


          b. Amended and Restated By-laws of the Fund

          c. Not applicable


          d. Share Certificate and Subscription Documents

               i.    Specimen certificate for common shares

               ii.   Notice of Intent

               iii.  Subscription Certificate

               iv.   Broker Split Request

               v.    Beneficial Owner Certification

               vi.   Nominee Over-Subscription

               vii.  DTC Over-Subscription

               viii. Notice of Guaranteed Delivery


          e. Not applicable

          f. Not applicable




                                  Part C Page 1









<PAGE>


          g. Investment Advisory Agreements


               i.   Investment Advisory between the Fund and Boulder Investment
                    Advisers, L.L.C. ("BIA")

               ii.  Investment Advisory Agreement between the Fund and Stewart
                    Investment Advisers, Ltd. ("SIA")


          h. Not applicable


          i. Deferred Compensation Plan of Kalman J. Cohen, Director

          j. Custody Agreement between the Fund and State Street Bank and Trust
             Company


          k. Other Agreements


               i.   Transfer Agency Agreement between the Fund and the Mellon
                    Investor Services, LLC

               ii.  Administration Agreement between the Fund and Fund
                    Administrative Services, LLC.

               iii. Amendment to Administration Agreement between the Fund and
                    Fund Administrative Services, LLC.

               iv.  Information Agent Fee Agreement among the Fund and Georgeson
                    Shareholder Communication.

               v.   Subscription Agent Fee Agreement among the Fund and Colbent
                    Corporation


          l. Opinions of Counsel


               i.   Opinion and consent of Willkie Farr & Gallagher

               ii.  Opinion and consent of Venable, Baetjer and Howard, LLP

          m. Consent to Service of Process with respect to Stewart West Indies
             Trading Company, Ltd. (SIA)

          n. Consent of KPMG, LLP


          o. Not applicable


          p. Form of Letter Agreement between the Fund and USLIFE Corporation


          q. Not applicable


          r. Code of Ethics of the Fund, BIA and SIA


          s. Power of attorney (included on signature page)



Item 25. Marketing Arrangements. Not Applicable.

Item 26. Other Expenses of Issuance and Distribution. The Fund expects to incur
approximately $229,000 of expenses in connection with the Offering. The
following table identifies the significant expenses associated with the
Offering.


NYSE Fees                                            $  19,600

Printing Costs                                       $  12,500

Fees and Expenses of Qualification Under State       $   5,000
Securities Laws

Auditing Fees and Expenses                           $   5,000

Legal Fees and Expenses                              $  70,000

Subscription Agent Expense                           $  62,500

Information Agent Expenses                           $  18,000




                                  Part C Page 2










<PAGE>



Street Account Proxy - Direct Bill from ADP          $  8,125

Underwriter Expenses                                 $      -

Postage and Delivery Charges                         $ 20,000

Miscellaneous                                        $  8,500

TOTAL ESTIMATED COSTS                                $229,225


Item 27. Persons controlled by or under common control with the Fund. None.

Item 28. Number of Holders of Shares.


<TABLE>
- -------------------------------------------------------------------------------
<S>                                      <C>
Title of Class                           Record Holders as of October 31, 2002
- -------------------------------------------------------------------------------
Common Stock, par value $.01 per share                                   3,818
- -------------------------------------------------------------------------------
</TABLE>


Item 29. Indemnification. Section 2-418 of the General Corporation Law of the
State of Maryland, Article VIII of the Registrant's Articles of Incorporation
(to be filed as an Exhibit to this Registration Statement), Article 5.2 of the
Registrant's By-laws (to be filed as an Exhibit to this Registration), the
Investment Advisory Agreements (to be filed as Exhibits to this Registration
Statement) provide for indemnification. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Act") may be
permitted to directors, officers and controlling persons of the Registrant,
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

Item 30. Business and Other Connections of the Investment Adviser. Registrant is
fulfilling the requirement of this Item 30 to provide a list of the officers and
directors of its investment advisers, together with information as to any other
business, profession, vocation or employment of a substantial nature engaged in
by that entity or those of its officers and directors during the past two years,
by incorporating herein by reference the information contained in the current
Form ADV filed with the Securities and Exchange Commission by each of BIA and
SIA pursuant to the Investment Advisers Act of 1940, as amended.

Item 31. Location of Accounts and Records.


Fund Administrative Services, L.L.C.        Administrator
1680 38th Street (Suite 800)
Boulder, CO 80301


PFPC Inc.                                   Sub-Administrator
P.O. Box 1376
Boston, MA 02104


Mellon Investor Services LLC                Transfer Agent
P.O. Box 3315
South Hackensack, NJ 07606





                                  Part C Page 3









<PAGE>



or
85 Challenger Road
Ridgefield Park, NJ 07660

State Street Bank and Trust Company          Custodian
225 Franklin Street
Boston, Massachusetts 02110

Item 32. Management Services. Not applicable.

Item 33. Undertakings


     1. The Registrant hereby undertakes to suspend the offering of the shares
        until it amends its Prospectus if subsequent to the effective date of
        its Registration Statement, the net asset value declines more than 10
        percent from its net asset value as of the effective date of the
        Registration Statement.


     2. Not applicable.

     3. Not applicable.

     4. Not applicable.

     5. The Registrant hereby undertakes that:

          a. for the purposes of determining any liability under the Securities
             Act of 1933, the information omitted from the form of prospectus
             filed as part of a registration statement in reliance on Rule 430A
             and contained in the form of prospectus filed by the Registrant
             under Rule 497(h) under the Securities Act of 1933 shall be deemed
             to be part of the Registration Statement as of the time it was
             declared effective.

          b. for the purpose of determining any liability under the Securities
             Act of 1933, each post-effective amendment that contains a form of
             prospectus shall be deemed to be a new Registration Statement
             relating to the securities offered therein, and the offering of the
             securities at that time shall be deemed to be the initial bona fide
             offering thereof.

     6. The Registrant hereby undertakes to send by first class mail or other
        means designed to ensure equally prompt delivery, within two business
        days of receipt of an oral or written request, any Statement of
        Additional Information.



                                  Part C Page 4










<PAGE>


SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, as amended, and the
Investment Company Act of 1940, as amended, the Registrant has duly caused this
Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boulder and the State of
Colorado, on the 20th day of November, 2002.


                                              BOULDER GROWTH & INCOME FUND, INC.


                                              By: /s/ Stephen C. Miller
                                                  -----------------------------
                                                  President

POWER OF ATTORNEY

KNOW ALL PEOPLE BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen C. Miller and Carl D. Johns, and each and
any of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to the Registration Statement for the Boulder Growth & Income Fund,
Inc. on Form N-2, and to sign any registration statement that is to be effective
upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done; hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.


<TABLE>
<CAPTION>
Signature                                Title                                               Date
- --------------------------------------------------------------------------------------------------------------
<S>                                      <C>                                                 <C>
/s/ Stephen C. Miller                    Director, Chief Executive Officer, President and    November 20, 2002
                                         Chairman of the Board

/s/ Susan L. Ciciora*                    Director                                            November 20, 2002

/s/ Joel W. Looney*                      Director                                            November 20, 2002

/s/ Alfred G. Aldridge, Jr.*             Director                                            November 20, 2002

/s/ Richard I. Barr*                     Director                                            November 20, 2002

/s/ Carl D. Johns*                       Chief Financial Officer, Chief Accounting           November 20, 2002
                                         Officer, Vice President and Treasurer
</TABLE>


* By Stephen C. Miller
  as attorney in fact



                                  Part C Page 5


                            STATEMENT OF DIFFERENCES
                            ------------------------
      The dagger symbol shall be expressed as..................... 'D'
      The double dagger symbol shall be expressed as.............. 'DD'




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2A
<SEQUENCE>3
<FILENAME>ex2-ai.txt
<DESCRIPTION>EXHIBIT 2(A)(I)
<TEXT>

<PAGE>

EXHIBIT (a)(i)
ARTICLES OF INCORPORATION OF THE FUND

                          ARTICLES OF INCORPORATION OF

                            USLIFE INCOME FUND, INC.

     FIRST: I, THE UNDERSIGNED ANTHONY J. STILO, whose post-office address is
125 Maiden Lane, New York. New York 10038, being at least twenty-one years of
age, do, under and by virtue of the General Laws of the State of Maryland
authorizing the formation of corporations, act as incorporator with the
intention of forming a corporation.

     SECOND: The name of the corporation is USLIFE INCOME FUND, INC.

     THIRD: The purposes for which the corporation is formed are:

     To purchase or otherwise acquire, invest and reinvest in, own, hold, sell
or otherwise dispose of securities of every kind and nature, including, without
limitation, stocks, warrants and rights exercisable for stock, bonds,
debentures, obligations or evidences of indebtedness, bank acceptances and
commercial paper.

     To exercise any and all rights, powers or privileges of individual
ownership or interest in respect of securities owned by it or in which it has
any interest.

     To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Maryland or other applicable
corporation law or laws as in effect, from time to time, in the State of
Maryland, and in general, to do any or all such other things in connection with
the objects and purposes of the corporation hereinbefore set forth, as are, in
the opinion of the Board of Directors of the corporation, necessary, incidental,
relative or conducive to the attainment of such objects arid purposes; and to do
such acts and things, and to exercise any and all such powers to the same extent
as a natural person might or could lawfully do to the full extent authorized or
permitted to a corporation under any laws that may be now or hereafter
applicable or available to the corporation.

     The foregoing objects and purposes shall, except when otherwise expressed,
be in no way limited or restricted by reference to or inference from the terms
of any other clause of this or any other Article of these Articles of
Incorporation or any amendment thereto, and shall each be regarded as
independent, and construed as powers as well as objects and purposes.




<PAGE>

     Nothing herein contained shall be construed as giving the corporation any
rights, powers or privileges not permitted to it by law.

     FOURTH: The post-office address of the principal office of the corporation
in this State is c/o The Corporation Trust Incorporated, First Maryland
Building, 25 South Charles Street, Baltimore, Maryland 21201. The name of the
resident agent of the corporation in this State is The Corporation Trust
Incorporated, a corporation of this State, and the post-office address of the
resident agent is First Maryland Building, 25 South Charles Street, Baltimore,
Maryland 21201.

     FIFTH: The total number of shares of stock which the corporation shall have
authority to issue is ten million (10.000,000) shares, of Common Stock, of the
par value of One Dollar ($1.00) each and of the aggregate par value of Ten
Million Dollars ($10,000,000), all of which shall be of the same class.

     SIXTH: The number of directors of the corporation shall initially be three,
and the names of the directors who shall act until the first annual meeting or
until their successors are duly chosen and qualify are: Gordon E. Crosby, Jr.,
Anthony J. Stilo and Samuel J. Giuliano. However, the By-Laws of the corporation
may fix the number of directors at a number other than three and may authorize
the Board of Directors, by the vote of a majority of the entire Board of
Directors, to increase or decrease the number of directors within a limit
specified in the By-Laws, provided that in no case shall the number of directors
be less than three, and to fill the vacancies created by and such increase in
the number of directors. Unless otherwise provided by the By-Laws of the
corporation, the directors of the corporation need not be shareholders.

     SEVENTH: The following provisions are hereby adopted for the purpose of
defining, limiting and regulating the powers of the corporation and of the
directors and stockholders:

     1. The Board of Directors shall have the general management and control of
the business and property of the corporation, and may exercise all the powers of
the corporation, except such as are by law or by these Articles of Incorporation
or by the By-Laws conferred upon or reserved to the stockholders.

     The corporation may in its By-Laws confer powers on the Board of Directors
in addition to the powers expressly conferred by statute.

     2. No holder of shares of stock of the corporation of any class shall be
entitled as such, as a matter of right, to subscribe for or purchase any part of
any new or additional issue of shares of stock of any class or of securities
convertible into shares of stock of any class, whether now or hereafter
authorized.




<PAGE>

     All persons who shall acquire stock in the corporation shall acquire the
same subject to the provisions of these Articles of Incorporation.

     3. The corporation reserves the right to take any lawful action and to make
any amendment of these Articles of Incorporation, including the right to make
any amendment which changes the terms of any shares of the capital stock of the
corporation of any class now or hereafter authorized by classification,
reclassification, or otherwise, and to make any amendment authorizing any sale,
lease, exchange or transfer of the property and assets of the corporation as an
entirety, or substantially as an entirety, with or without its good will and
franchise, if a majority of all the shares of the capital stock of the
corporation at the time issued and outstanding and entitled to vote, vote in
favor of any such action or amendment, or consent thereto in writing, and
reserves the right to make any amendment of these Articles of Incorporation in
any form, manner or substance now or hereafter authorized or permitted by law.

     4. The stockholders and directors may hold their meetings and have an
office or offices outside the State of Maryland, and the books of the Company
may be kept (subject to any provision contained in any applicable statute)
outside the State of Maryland at such place or places as may be from time to
time designated by the Board of Directors.

     EIGHTH: Any determination made in good faith and, so far as accounting
matters are involved, in accordance with generally accepted accounting
principles by or pursuant to the direction of the Board of Directors, as to the
amount of the assets, debts, obligations, or liabilities of the corporation, as
to the amount of any reserves or charges set up and the propriety thereof, as to
the time of or purposes for creating such reserves or charges, as to the use,
alteration or cancellation of any reserves or charges (whether or not any debt
obligation or liability for which such reserves or charges shall have been
created shall have been paid or discharged or shall be then or thereafter
required to be paid or discharged), as to the price or closing bid or asked
price of any security owned or held by the corporation, as to the market value
of any security or fair value of any other asset of the corporation as to the
number of shares of the corporation outstanding, as to the estimated expense to
the corporation in connection with purchases of its shares, as to the ability to
liquidate securities in orderly fashion, as to the extent to which it is
practicable to deliver a cross-section of the portfolio of the corporation in
payment for such shares, or as to any other matters relating to the issue, sale,
purchase and/or other acquisition or disposition of securities of shares of the
corporation, shall be final and conclusive, and shall be binding upon the
corporation and all holders of its shares, past, present and future, and shares
of the corporation are issued and sold on the condition and understanding,




<PAGE>

evidenced by acceptance of certificates for such shares, that any and all such
determinations shall be binding as aforesaid.

     Nothing in these Articles of Incorporation shall be construed to protect
any director or officer of the corporation against any liability to the
corporation or its stockholders to which he would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office.

     NINTH: The corporation is adopting its corporate title by permission of
USLIFE ADVISERS, INC., and the corporation's right to use the name "USLIFE" is
subject to the right of USLIFE ADVISERS, INC. or assigns at any time to elect
that the corporation stop using the name "USLIFE" in any form or combination as
part of its name, in any literature or reference whatsoever. All proprietary
interest in the name "USLIFE" shall remain exclusively the property of USLIFE
ADVISERS, INC., and at the written request of USLIFE ADVISERS, INC. or assigns,
delivered to the corporation at its principal office in New York, New York, the
corporation shall forthwith stop using the name "USLIFE" in accordance with the
provisions of such request, and shall cause these Articles of Incorporation to
be amended so as to delete the name "USLIFE" from its corporate title. The
provisions hereof are binding upon the corporation, its directors, officers,
stockholders, creditors, and all other persons claiming under or through it. The
terms of this paragraph do not preclude the use of the name "USLIFE" by any
other person or organization, whether now existing or hereafter created, to
which USLIFE ADVISERS, INC. may grant the right to use such name.

     TENTH: The duration of the corporation shall be perpetual.

     IN WITNESS WHEREOF, the undersigned incorporator ANTHONY J. STILO, who
executed the foregoing Articles of Incorporation, hereby acknowledges the same
to be his act and further acknowledges that, to the best of his knowledge the
matters and facts set forth therein are true in all material respects under the
penalties of perjury.

     Dated the 23rd day of October, 1972.


/s/ ANTHONY J. STILO




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2A
<SEQUENCE>4
<FILENAME>ex2-aii.txt
<DESCRIPTION>EXHIBIT 2(A)(II)
<TEXT>

<PAGE>

EXHIBIT (a)(ii)
ARTICLES OF AMENDMENT DATED 10/09/1991

                      ARTICLES OF AMENDMENT TO ARTICLES OF
                    INCORPORATION OF USLIFE INCOME FUND, INC.

USLIFE Income Fund, Inc., a Maryland corporation having its principal office at
125 Maiden Lane. New York, New York 10038 (hereinafter the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:

FIRST: The Articles of Incorporation of the Corporation are hereby amended by
deleting the second paragraph of Article EIGHTH therefrom and replacing it with
the following provisions:

     "To the fullest extent that limitations on the liability of directors and
     officers are permitted by the Maryland General Corporation Law, no director
     or officer of the corporation shall have any liability to the corporation
     or its shareholders for damages. This limitation on liability applies to
     events occurring at the time a person serves as a director or officer of
     the corporation whether or not such person is a director or officer at the
     time of any proceeding in which liability is asserted.

     The corporation shall indemnify and advance expenses to its currently
     acting and its former directors to the fullest extent that indemnification
     of directors is permitted by the Maryland General Corporation Law. The
     corporation shall indemnify and advance expenses to its officers to the
     same extent as its directors and to such further extent as is consistent
     with law. The Board of Directors may by by-law, resolution or agreement
     make further provisions for indemnification of directors, officers,
     employees and agents to the fullest extent permitted by the Maryland
     General Corporation Law.

     No provision of this Article shall be effective to protect or purport to
     protect any director or officer of the corporation against any liability to
     the corporation or its security holders to which he or she would otherwise
     be subject by reason of willful misfeasance, bad faith, gross negligence or
     reckless disregard of the duties involved in the conduct of his or her
     office.

     References to Maryland General Corporation Law in this Article are to the
     law as from time to time amended. No further amendment to the Articles of
     Incorporation shall affect any right of any person under this Article based
     on any event, omission or proceeding prior to such amendment."

SECOND: The Amendment of the Articles of Incorporation as hereinabove set forth
was unanimously approved by the Board of Directors of the Corporation at its
regularly scheduled and duly convened meeting on August 14, 1991 and ratified
and approved by a majority of all outstanding shares of the Corporation entitled
to vote at the




<PAGE>

Corporation's Annual Meeting duly convened and held on October 9, 1991.

IN WITNESS WHEREOF, USLIFE INCOME FUND, INC., has caused these presents to be
signed and sealed in its name and on its behalf by its President and attested to
by its Secretary on October 9, 1991, and signed under the penalties of perjury.

USLIFE INCOME FUND, INC.


By: /s/ Richard J. Chouinard

    President


ATTEST:


By: /s/ Richard G. Hohn

    Secretary




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2A
<SEQUENCE>5
<FILENAME>ex2-aiii.txt
<DESCRIPTION>EXHIBIT 2(A)(III)
<TEXT>

<PAGE>

EXHIBIT (a)(iii)
ARTICLES OF AMENDMENT DATED 11/24/1998

                            USLIFE INCOME FUND, INC.,
                              ARTICLES OF AMENDMENT

     USLIFE Income Fund. Inc., a Maryland corporation, with its business office
at 2929 Allen Parkway, Houston, Texas 77019, hereby certifies to the State
Department of Assessments and Taxation of Maryland that:

     The charter of the corporation is hereby amended as follows:

     1. That the following paragraphs will be added in their entirety as Section
5 to the Seventh Article of the Articles of Incorporation:

     A vote of at least 75% of the stockholders, in addition to any vote of the
Board of Directors as may be required by law or by the Bylaws, shall be
necessary to effect any of the following actions: (a) any amendment to the
Articles of Incorporation to convert the Corporation from a closed-end
investment company form to an open-end investment company form (as such terms
are defined in the Investment Company Act of 1940); (b) any stockholder proposal
as to specific investment decisions made or to be made with respect to the
Corporation's assets; or (c) any Business Combination.

     Business Combination shall mean the following: (a) any merger or
consolidation of the Corporation with or into any other person; (b) any sale,
lease, exchange, mortgage, pledge, transfer or other disposition (in one
transaction or a series of transactions) to or with any other person of any
assets of the Corporation except for portfolio transactions of the Corporation
effected in the ordinary course of the Corporation's business; (c) the issuance
or transfer by the Corporation (in one transaction or a series of transactions)
of any shares of the Corporation to any other person in exchange for cash,
securities or other property (or a combination thereof) excluding sales of any
shares of the Corporation in connection with a public offering thereof.

     2. That the following paragraph will be added in its entirety as the second
paragraph to the Sixth Article of the Articles of Incorporation:




<PAGE>

     The Board of Directors shall be divided into three classes. Within the
limits above specified, the number of directors in each class shall be
determined by resolution of the Board of Directors. The term of office of the
first class shall expire on the date of the annual meeting of stockholders first
succeeding their election. The term of office of the second class shall expire
one year thereafter. The term of office of the third class shall expire two
years thereafter. Upon expiration of the term of office in each class as set
forth above, the number of directors in such class, as determined by the Board
of Directors, shall be elected for a term of three years to succeed the
directors whose terms of office expire. The directors shall be elected at the
annual meeting of the stockholders, except as necessary to fill any vacancies as
above specified, and each director elected shall hold office until his successor
is duly elected and qualifies, or until his earlier resignation, death, or
removal.

     These amendments of the charter of the corporation have been approved by
the directors and shareholders.

     IN WITNESS WHEREOF, the undersigned President and Vice President/Secretary
swear under penalties of perjury that the foregoing is a corporate act.

Dated: November 20, 1998

USLIFE INCOME FUND, INC.


/s/ Peter V. Tuters, President


ATTEST:


/s/ Cynthia A. Toles, Vice President and Secretary

Submitted by:
Linda Thompson
The Variable Annuity Life Insurance Company 2929 Allen Parkway, L4-01
Houston, Texas 77019




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2A
<SEQUENCE>6
<FILENAME>ex2-aiv.txt
<DESCRIPTION>EXHIBIT 2(A)(IV)
<TEXT>

<PAGE>

EXHIBIT (a)(iv)
ARTICLES SUPPLEMENTARY DATED 01/18/2000

                            USLIFE INCOME FUND, INC.
                             ARTICLES SUPPLEMENTARY

USLIFE Income Fund, Inc., a Maryland corporation (the "Corporation"), hereby
certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Under a power contained in Title 3, Subtitle 8 of the Maryland General
Corporation Law (the "MGCL"), the Corporation, by resolutions of its Board of
Directors (the "Board of Directors"), duly adopted at a meeting duly called and
held on January 18, 2000, elected to become subject to Sections 3-804 and 3-805
of the MGCL.

SECOND: The resolutions described above provide that, notwithstanding any other
provision in the charter or Bylaws of the Corporation to the contrary, subject
to the provisions of the Investment Company Act of 1940, as amended, the
Corporation elects to be subject to Sections 3-804 and 3-805 of the MGCL, the
repeal of which may be effected only by the means authorized by Section
3-802(b)(3) of the MGCL.

THIRD: These Articles Supplementary have been approved by the Board of Directors
in the manner and by the vote required by law.

FOURTH: The undersigned President of the Corporation acknowledges these Articles
Supplementary to be the corporate act of the Corporation and, as to all matters
or facts required to be verified under oath, the undersigned President
acknowledges that, to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this statement is
made under the penalties for perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles Supplementary to
be executed under seal in its name and on its behalf by its President and
attested to by its Secretary on this 18th day of January, 2000.

ATTEST:                                   USLIFE INCOME FUND, INC.
/s/ Cynthia Toles                         BY: /s/ Alice T. Kane
Secretary                                 President




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2A
<SEQUENCE>7
<FILENAME>ex2-av.txt
<DESCRIPTION>EXHIBIT 2(A)(V)
<TEXT>

<PAGE>

EXHIBIT (a)(v)
ARTICLES OF ADMENDMENT DATED 04/26/2002_

                              ARTICLES OF AMENDMENT
                                       OF
                            USLIFE INCOME FUND, INC.

     USLIFE INCOME FUND, INC., a Maryland corporation, hereby certifies to the
State Department of Assessments and Taxation of the State of Maryland that:

     1. The charter of the Corporation is hereby amended as follows:

     The name of the Corporation is hereby changed to Boulder Growth & Income
     Fund, Inc.

     2. This amendment to the charter of the Corporation has been approved by
the directors and shareholders.

     3. This amendment to the charter of the Corporation shall be effective as
of April 29, 2002.

Dated:  April 26, 2002

     We, the undersigned President and Secretary swear under penalties of
perjury that the foregoing is a corporate act.


/s/ Stephen C. Miller
Stephen C. Miller
President


/s/ Stephanie Kelley
Stephanie Kelley
Secretary

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




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2A
<SEQUENCE>8
<FILENAME>ex2-avi.txt
<DESCRIPTION>EXHIBIT 2(A)(VI)
<TEXT>

<PAGE>

EXHIBIT (a)(vi)
ARTICLES OF AMENDMENT DATED 10/01/2002

                       BOULDER GROWTH & INCOME FUND, INC.

                              ARTICLES OF AMENDMENT

     Boulder Growth & Income Fund, Inc., a Maryland corporation with its
principal office in Baltimore, Maryland (hereinafter called the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:

     FIRST: The charter of the Corporation is hereby amended by amending the
current provisions of Article FIFTH of the Articles of Incorporation to read as
follows:

               FIFTH: (a) The total number of shares of stock that the
     Corporation shall have authority to issue is ten million (10,000,000)
     shares, all initially designated Common Stock, of the par value of One
     Dollar ($1.00) each and of the aggregate par value of Ten Million Dollars
     ($10,000,000). The Board of Directors, with the approval of a majority of
     the entire Board, and without action by the stockholders, may amend the
     charter to increase or decrease the aggregate number of shares of stock or
     the number of shares of stock of any class or series that the Corporation
     has authority to issue. The Board of Directors of the Corporation is also
     authorized to classify or to reclassify from time to time any unissued
     shares of stock of the Corporation, whether now or hereafter authorized, by
     setting, changing or eliminating the preferences, conversion or other
     rights, voting powers, restrictions, limitations as to dividends,
     qualifications, or terms and conditions of redemption of the stock.

     SECOND: The amendments to the charter of the Corporation set forth in these
Articles of Amendment were advised by the Board of Directors and approved by the
stockholders. The amendments do not increase the authorized stock of the
Corporation or the aggregate par value thereof.

          IN WITNESS WHEREOF, Boulder Growth & Income Fund, Inc. has caused
these presents to be signed in its name and on its behalf by its President and
witnessed by its Secretary as of October 1, 2002. The undersigned President of
Boulder Growth & Income Fund, Inc., hereby acknowledges in the name and on
behalf of the Corporation the foregoing Articles of Amendment to be the
corporate act of the Corporation and further certifies that to the best of his
knowledge, information and belief, the matters and facts set forth therein with
respect to the approval thereof are true in all material respects, under
penalties of perjury.




<PAGE>

DATED: October 1, 2002

WITNESS:                                  BOULDER GROWTH & INCOME FUND, INC.


/s/ Stephanie Kelley                      /s/ Stephen C. Miller

Stephanie Kelley, Secretary               Stephen C. Miller, President




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2A
<SEQUENCE>9
<FILENAME>ex2-avii.txt
<DESCRIPTION>EXHIBIT 2(A)(VII)
<TEXT>

<PAGE>

EXHIBIT (a)(vii)
ARTICLES OF AMENDMENT DATED 10/21/2002

                       BOULDER GROWTH & INCOME FUND, INC.

                              ARTICLES OF AMENDMENT

     Boulder Growth & Income Fund, Inc., a Maryland corporation with its
principal office in Baltimore, Maryland (hereinafter called the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:

     FIRST: Pursuant to Article FIFTH of the Articles of Incorporation of the
Corporation, as amended, the charter of the Corporation is hereby amended by
amending the current provisions of Article FIFTH of the Articles of
Incorporation to read as follows:

          FIFTH: (a) The total number of shares of stock that the Corporation
     shall have authority to issue is 250 million (250,000,000) shares, all
     initially designated Common Stock, of the par value of One Cent ($0.01)
     each and of the aggregate par value of 2.5 Million Dollars ($2,500,000).
     The Board of Directors, with the approval of a majority of the entire
     Board, and without action by the stockholders, may amend the charter to
     increase or decrease the aggregate number of shares of stock or the number
     of shares of stock of any class or series that the Corporation has
     authority to issue. The Board of Directors of the Corporation is also
     authorized to classify or to reclassify from time to time any unissued
     shares of stock of the Corporation, whether now or hereafter authorized, by
     setting, changing or eliminating the preferences, conversion or other
     rights, voting powers, restrictions, limitations as to dividends,
     qualifications, or terms and conditions of redemption of the stock.

     SECOND: Immediately prior to the above amendment, the total number of
shares of stock that the Corporation had authority to issue was 10,000,000
shares, all initially designated Common Stock, with a par value of $1.00 each
for an aggregate par value of $10,000,000; after the above amendment, the total
number of shares of stock that the Corporation has authority to issue is
250,000,000 shares, all initially designated Common Stock, with a par value of
$0.01 each for an aggregate par value of $2,500,000.

     THIRD: The above amendment to the Charter was unanimously approved by the
Board of Directors. The above amendment is limited to changes expressly
authorized by Maryland General Corporation Law Section 2-105(a)(12) and Section
2-605 to be made without action by




<PAGE>

stockholders.

     IN WITNESS WHEREOF, Boulder Growth & Income Fund, Inc. has caused these
presents to be signed in its name and on its behalf by its President and
witnessed by its Secretary as of October 21, 2002. The undersigned President of
Boulder Growth & Income Fund, Inc., hereby acknowledges in the name and on
behalf of the Corporation the foregoing Articles of Amendment to be the
corporate act of the Corporation and further certifies that to the best of his
knowledge, information and belief, the matters and facts set forth therein with
respect to the approval thereof are true in all material respects, under
penalties of perjury.

DATE: October 21, 2002

WITNESS:


/s/ Stephanie Kelley

Stephanie Kelley, Secretary


BOULDER GROWTH & INCOME FUND, INC.


/s/ Stephen C. Miller

Stephen C. Miller, President



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2B
<SEQUENCE>10
<FILENAME>ex2-b.txt
<DESCRIPTION>EXHIBIT 2(B)
<TEXT>

<PAGE>

EXHIBIT (b)
AMENDED AND RESTATED BYLAWS OF THE FUND

                         AMENDED AND RESTATED BY-LAWS OF
                       BOULDER GROWTH & INCOME FUND, INC.

BYLAW 1. NAME OF COMPANY, LOCATION OF OFFICES AND SEAL.

     Article 1.1 Name. The name of the Company is Boulder Growth & Income Fund,
Inc.

     Article 1.2 Principal Offices. The principal office of the Company in the
State of Maryland shall be located in Baltimore, Maryland. The Company may, in
addition, establish and maintain such other offices and places of business
within or outside the State of Maryland as the Board of Directors may from time
to time determine.

     Article 1.3 Seal. The corporate seal of the Company shall be circular in
form and shall bear the name of the Company, the year of its incorporation and
the words "Corporate Seal, Maryland." The form of the seal shall be subject to
alteration by the Board of Directors and the seal may be used by causing it or a
facsimile to be impressed or affixed or printed or otherwise reproduced. Any
Officer or Director of the Company shall have authority to affix the corporate
seal of the Company to any document requiring the same.

BYLAW 2. STOCKHOLDERS.

     Article 2.1 Place of Meetings. All meetings of the stockholders shall be
held at such place within the United States, whether within or outside the State
of Maryland, as the Board of Directors shall determine which shall be stated in
the notice of the meeting or in a duly executed waiver of notice thereof.

     Article 2.2 Annual Meeting. The annual meeting of Stockholders of the
Company shall be held at such place as the Board of Directors shall select on
such date, during the 31-day period ending five months after the end of the
Company's fiscal year, as may be fixed by the Board of Directors each year, at
which time the Stockholders shall elect Directors by plurality vote, and
transact such other business as may properly come before the meeting. Any
business of the Company may be transacted at the annual meeting without being
specially designated in the notice except as otherwise provided by statute by
the Articles of Incorporation or by these By-Laws.

     Article 2.3 Special Meetings. Special meetings of the Stockholders for any
purpose or purposes, unless otherwise prescribed by statute or by the Articles
of Incorporation, may be called by resolution of the Board of Directors or by
the President, and shall be called by the Secretary at the request, in writing,
of a majority of the Board of Directors or at the request, in writing, of
Stockholders owning a majority of the votes entitled to be cast at the meeting,
upon payment by such Stockholders to the Company of the reasonably estimated
cost of preparing and mailing a notice of the meeting (which estimated cost
shall be provided to such Stockholders by the Secretary of the Company).
Notwithstanding the foregoing, unless requested by




<PAGE>

Stockholders entitled to cast a majority of the votes entitled to be cast at the
meeting, a special meeting of the Stockholders need not be called at the request
of Stockholders to consider any matter that is substantially the same as a
matter voted on at any special meeting of the Stockholders held during the
preceding 12 months. A written request shall state the purpose or purposes of
the proposed meeting.

     Article 2.4 Notice. Written notice of every meeting of Stockholders,
stating the purpose or purposes for which the meeting is called, the time when
and the place where it is to be held, shall be served, either personally or by
mail, not less than 10 nor more than 90 days before the meeting, upon each
Stockholder as of the record date fixed for the meeting who is entitled to
notice of or to vote at such meeting. If mailed, (i) such notice shall be
directed to a Stockholder at his address as it shall appear on the books of the
Company (unless he shall have filed with the Transfer Agent of the Company a
written request that notices intended for him be mailed to some other address,
in which case it shall be mailed to the address designated in such request) and
(ii) such notice shall be deemed to have been given as of the date when it is
deposited in the United States mail with first-class postage thereon prepaid.

     Article 2.5 Notice of Stockholder Business. At any annual or special
meeting of the Stockholders, only such business shall be conducted as shall have
been properly brought before the meeting. To be properly brought before an
annual or special meeting, the business must be (i) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board of
Directors, (ii) otherwise properly brought before the meeting by or at the
direction of the Board of Directors, or (iii) otherwise properly brought before
the meeting by a Stockholder.

     For business to be properly brought before an annual or special meeting by
a Stockholder, the Stockholder must have given timely notice thereof in writing
to the Secretary of the Company. To be timely, any such notice must be delivered
to or mailed and received at the principal executive offices of the Company not
later than 60 days prior to the date of the meeting; provided, however, that if
less than 70 days' notice or prior public disclosure of the date of the meeting
is given or made to Stockholders, any such notice by a Stockholder to be timely
must be so received not later than the close of business on the 10th day
following the day on which notice of the date of the annual or special meeting
was given or such public disclosure was made.

     Any such notice by a Stockholder shall set forth as to each matter the
Stockholder proposes to bring before the annual or special meeting (i) a brief
description of the business desired to be brought before the annual or special
meeting and the reasons for conducting such business at the annual or special
meeting, (ii) the name and address, as they appear on the Company's books, of
the Stockholder proposing such business, (iii) the class and number of shares of
the capital stock of the Company which are beneficially owned by the
Stockholder, and (iv) any material interest of the Stockholder in such business.

     Notwithstanding anything in these Bylaws to the contrary, no




<PAGE>

business shall be conducted at any annual or special meeting except in
accordance with the procedures set forth in this Article. The chairman of the
annual or special meeting shall, if the facts warrant, determine and declare to
the meeting that business was not properly brought before the meeting in
accordance with the provisions of this Article, and, if he should so determine,
he shall so declare to the meeting that any such business not properly brought
before meeting shall not be considered or transacted.

     Article 2.6 Quorum. The holders of one-half of the stock issued and
outstanding and entitled to vote, present in person or by proxy, shall be
requisite and shall constitute a quorum at all meetings of the Stockholders for
the transaction of business except as otherwise provided by statute, by the
Articles of Incorporation or by these Bylaws.

     If a quorum shall not be present or represented, the Stockholders entitled
to vote thereat, present in person or represented by proxy, shall have the power
to adjourn the meeting from time to time, without notice other than announcement
at the meeting, to a date not more than 120 days after the original record date,
until a quorum shall be present or represented. At such adjourned meeting, at
which a quorum shall be present or represented, any business which might have
been transacted at the original meeting may be transacted.

     Article 2.7 Vote of the Meeting. When a quorum is present or represented at
any meeting, a majority of the votes cast thereat shall decide any question
brought before such meeting (except for the election of directors, which shall
be by plurality vote), unless the question is one upon which, by express
provisions of applicable statutes, of the Articles of Incorporation or of these
Bylaws, a different vote is required, in which case such express provisions
shall govern and control the decision of such question.

     Article 2.8 Voting Rights of Stockholders. Each Stockholder of record
having the right to vote shall be entitled at every meeting of the Stockholders
of the Company to one vote for each share of stock having voting power standing
in the name of such Stockholder on the books of the Company on the record date
fixed in accordance with Article 6.5 of these Bylaws, with pro rata voting
rights for any fractional shares, and such votes may be cast either in person or
by proxy.

     Article 2.9 Organization. At every meeting of the Stockholders, the
Chairman of the Board, or in his absence or inability to act, the Vice Chairman
of the Board, if any, or in his absence or inability to act, a chairman chosen
by the Stockholders, shall act as chairman of the meeting. The Secretary, or in
his absence or inability to act, a person appointed by the chairman of the
meeting, shall act as secretary of the meeting and keep the minutes of the
meeting.

     Article 2.10 Proxies. Every proxy may be in writing and signed by the
Stockholder or by his duly authorized attorney-in-fact, or authorized by
telephone or via the Internet or otherwise electronically in a manner permitted
by Maryland law approved from time to time by the Board of Directors. No proxy
shall be valid after the expiration of eleven months from the date of its
execution unless it provides otherwise. Every proxy shall be revocable at the
pleasure




<PAGE>

of the person authorizing it or of his personal representatives or assigns.
Proxies shall be delivered prior to the meeting to the Secretary of the Company
or to the person acting as Secretary of the meeting before being voted. A proxy
with respect to stock held in the name of two or more persons shall be valid if
authorized by one of them unless, at or prior to exercise of such proxy, the
Company receives a specific written notice to the contrary from any one of them.
A proxy purporting to be authorized by or on behalf of a Stockholder shall be
deemed valid unless challenged at or prior to its exercise.

     Article 2.11 Stock Ledger and List of Stocks. It shall be the duty of the
Secretary or Assistant Secretary of the Company to cause an original or
duplicate stock ledger to be maintained at the office of the Company's Transfer
Agent.

     Article 2.12 Action without Meeting. Any action to be taken by Stockholders
may be taken without a meeting if (i) all Stockholders entitled to vote on the
matter consent to the action in writing, (ii) all Stockholders entitled to
notice of the meeting but not entitled to vote at it sign a written waiver of
any right to dissent and (iii) such consents and waivers are filed with the
records of the meetings of Stockholders. A consent shall be treated for all
purposes as a vote at a meeting.

BYLAW 3. BOARD OF DIRECTORS.

     Article 3.1 General Powers. Except as otherwise provided in the Articles of
Incorporation, the business and affairs of the Corporation shall be managed
under the direction of the Board of Directors. All powers of the Company may be
exercised by or under authority of the Board of Directors except as conferred on
or reserved to the Stockholders by law, by the Articles of Incorporation or by
these Bylaws.

     Article 3.2 Board of Three to Twelve Directors. The Board of Directors
shall consist of not less than three (3) nor more than twelve (12) Directors;
provided that if there are less than three stockholders, the number of Directors
may be the same number as the number of stockholders but not less than one.
Directors need not be Stockholders. Subject to the first sentence of this
Article 3.2, a majority of the entire Board of Directors shall have power from
time to time, and at any time when the Stockholders as such are not assembled in
a meeting, regular or special, to increase or decrease the number of Directors.
If the number of Directors is increased, the additional Directors may be elected
by a majority of the Directors in office at the time of the increase. If such
additional Directors are not so elected by the Directors in office at the time
they increase the number of places on the Board, then in such event the
additional Directors shall be elected or re-elected by the Stockholders at their
next annual meeting or at an earlier special meeting called for that purpose.

     Beginning with the first annual meeting of Stockholders held after the
initial public offering of the shares of the Company (the "initial annual
meeting"), the Board of Directors shall be divided into three classes: Class I,
Class II and Class III. The terms of




<PAGE>

Office of the classes of Directors elected at the initial annual meeting shall
expire at the times of the annual meetings of the Stockholders as follows: Class
I on the next annual meeting, Class II on the second next annual meeting and
Class III on the third next annual meeting, or thereafter in each case when
their respective successors are elected and qualified. At each subsequent annual
election, the Directors chosen to succeed those whose terms are expiring shall
be identified as being of the same class as the Directors whom they succeed and
shall be elected for a term expiring at the time of the third succeeding annual
meeting of Stockholders, or thereafter in each case when their respective
successors are elected and qualified. The number of directorships shall be
apportioned among the classes so as to maintain the classes as nearly equal in
number as possible. If the Corporation issues Preferred Stock entitling the
holders to elect additional Directors in special circumstances and those special
circumstances arise, then the number of directors that the holders of the Common
Stock are entitled to elect shall be reduced to a number such that, when the
requisite number of directors has been elected by Preferred Stock holders, the
total number of directors shall not exceed 12 in number.

     Article 3.3 Director Nominations.

          3.3.1 Only persons who are nominated in accordance with the procedures
          set forth in this Article shall be eligible for election or
          re-election as Directors. Nominations of persons for election or
          re-election to the Board of Directors of the Company may be made at a
          meeting of Stockholders by or at the direction of the Board of
          Directors or by any Stockholder of the Company who is entitled to vote
          for the election of such nominee at the meeting and who complies with
          the notice procedures set forth in this Article.

          3.3.2 Such nominations, other than those made by or at the direction
          of the Board of Directors, shall be made pursuant to timely notice
          delivered in writing to the Secretary of the Company. To be timely,
          any such notice by a Stockholder must be delivered to or mailed and
          received at the principal executive offices of the Company not later
          than 60 days prior to the meeting; provided, however, that if less
          than 70 days' notice or prior public disclosure of the date of the
          meeting is given or made to Stockholders, any such notice by a
          Stockholder to be timely must be so received not later than the close
          of business on the 10th day following the day on which notice of the
          date of the meeting was given or such public disclosure was made.

          3.3.3 Any such notice by a Stockholder shall set forth (i) as to each
          person whom the Stockholder proposes to nominate for election or
          re-election as a Director, (A) the name, age, business address and
          residence address of such person, (B) the principal occupation or
          employment of such person, (C) the class and number of shares, if any,
          of the capital stock of the Company which are beneficially owned by
          such person and (D) any other information relating to such




<PAGE>

          person that is required to be disclosed in solicitations of proxies
          for the election of Directors pursuant to Section 20(a) of the
          Investment Company Act of 1940, as amended, and the rules and
          regulations thereunder, or Regulation 14A under the Securities
          Exchange Act of 1934 or any successor regulation thereto (including
          without limitation such person's written consent to being named in the
          proxy statement as a nominee and to serving as a Director if elected
          and whether any person intends to seek reimbursement from the Company
          of the expenses of any solicitation of proxies should such person be
          elected a Director of the Company; and (ii) as to the Stockholder
          giving the notice, (A) the name and address, as they appear on the
          Company's books, of such Stockholder and (B) the class and number of
          shares of the capital stock of the Company which are beneficially
          owned by such Stockholder. At the request of the Board of Directors,
          any person nominated by the Board of Directors for election as a
          Director shall furnish to the Secretary of the Company the information
          required to be set forth in a Stockholder's notice of nomination which
          pertains to the nominee.

          3.3.4 If a notice by a Stockholder is required to be given pursuant to
          this Article, no person shall be entitled to receive reimbursement
          from the Company of the expenses of a solicitation of proxies for the
          election as a Director of a person named in such notice unless such
          notice states that such reimbursement will be sought from the Company.
          The Chairman of the meeting shall, if the facts warrant, determine and
          declare to the meeting that a nomination was not made in accordance
          with the procedures prescribed by the Bylaws, and, if he should so
          determine, he shall so declare to the meeting and the defective
          nomination shall be disregarded for all purposes.

     Article 3.4 Vacancies. Subject to the provisions of the Investment Company
Act of 1940, as amended, if the office of any Director or Directors becomes
vacant for any reason (other than an increase in the number of Directors), the
Directors in office, although less than a quorum, shall continue to act and may
choose a successor or successors, who shall hold office until the next election
of Directors, or any vacancy may be filled by the Stockholders at any meeting
thereof.

     Article 3.5 Removal. At any meeting of Stockholders duly called and at
which a quorum is present, the Stockholders may, by the affirmative vote of the
holders of at least 80% of the votes entitled to be cast thereon, remove any
Director or Directors from office, with or without cause, and may by a plurality
vote elect a successor or successors to fill any resulting vacancies for the
unexpired term of the removed Director.

     Article 3.6 Resignation. A Director may resign at any time by giving
written notice of his resignation to the Board of Directors or the Chairman or
the Vice Chairman, if any, the Board or the Secretary of the Company. Any
resignation shall take effect at the time




<PAGE>

specified in it or, should the time when it is to become effective not be
specified in it, immediately upon its receipt. Acceptance of a resignation shall
not be necessary to make it effective unless the resignation states otherwise.

     Article 3.7 Place of Meetings. The Directors may hold their meetings at the
principal office of the Company or at such other places, either within or
outside the State of Maryland, as they may from time to time determine.

     Article 3.8 Regular Meetings. Regular meetings of the Board may be held at
such date and time as shall from time to time be determined by resolution of the
Board.

     Article 3.9 Special Meetings. Special meetings of the Board may be called
by order of the Chairman or Vice Chairman, if any, of the Board on one day's
notice given to each Director either in person or by mail, telephone, telegram,
cable or wireless to each Director at his residence or regular place of
business. Special meetings will be called by the Chairman or Vice Chairman, if
any, of the Board or Secretary in a like manner on the written request of a
majority of the Directors.

     Article 3.10 Quorum. At all meetings of the Board, the presence of a
majority of the entire Board of Directors shall be necessary to constitute a
quorum and sufficient for the transaction of business, and any act of a majority
present at a meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by statute, by the
Articles of Incorporation or by these Bylaws. If a quorum shall not be present
at any meeting of Directors, the Directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.

     Article 3.11 Organization. The Board of Directors shall designate one of
its members to serve as Chairman of the Board. The Chairman of the Board shall
preside at each meeting of the Board. In the absence or inability of the
Chairman of the Board to act, another Director chosen by a majority of the
Directors present, shall act as chairman of the meeting and preside at the
meeting. The Secretary (or, in his absence or inability to act, any person
appointed by the chairman) shall act as secretary of the meeting and keep the
minutes of the meeting.

     Article 3.12 Informal Action by Directors and Committees. Any action
required or permitted to be taken at any meeting of the Board of Directors or of
any committee thereof may, except as otherwise required by statute, be taken
without a meeting if a written consent to such action is signed by all members
of the Board, or of such committee, as the case may be, and filed with the
minutes of the proceedings of the Board or committee. Subject to the Investment
Company Act of 1940, as amended, members of the Board of Directors or a
committee thereof may participate in a meeting by means of a conference
telephone or similar communications equipment if all persons participating in
the meeting can hear each other at the same time.

     Article 3.13 Executive Committee. There may be an Executive Committee of
two or more Directors appointed by the Board who may meet




<PAGE>

at stated times or on notice to all by any of their own number. The Executive
Committee shall consult with and advise the Officers of the Company in the
management of its business and exercise such powers of the Board of Directors as
may be lawfully delegated by the Board of Directors. Vacancies shall be filled
by the Board of Directors at any regular or special meeting. The Executive
Committee shall keep regular minutes of its proceedings and report the same to
the Board when required.

     Article 3.14 Audit Committee. There shall be an Audit Committee of two or
more Directors who are not "interested persons" of the Company (as defined in
the Investment Company Act of 1940, as amended) appointed by the Board who may
meet at stated times or on notice to all by any of their own number. The
committee's duties shall include reviewing both the audit and other work of the
Company's independent accountants, recommending to the Board of Directors the
independent accountants to be retained, and reviewing generally the maintenance
and safekeeping of the Company's records and documents.

     Article 3.15 Other Committees. The Board of Directors may appoint other
committees which shall in each case consist of such number of members (but not
less than two) and shall have and may exercise, to the extent permitted by law,
such powers as the Board may determine in the resolution appointing them. A
majority of all members of any such committee may determine its action, and fix
the time and place of its meetings, unless the Board of Directors shall
otherwise provide. The Board of Directors shall have power at any time to change
the members and, to the extent permitted by law, to change the powers of any
such committee, to fill vacancies and to discharge any such committee.

     Article 3.16 Compensation of Directors. The Board may, by resolution,
determine what compensation and reimbursement of expenses of attendance at
meetings, if any, shall be paid to Directors in connection with their service on
the Board or on various committees of the Board. Nothing herein contained shall
be construed to preclude any Director from serving the Company in any other
capacity or from receiving compensation therefor.

BYLAW 4. OFFICERS.

     Article 4.1 Officers. The officers of the Company shall be fixed by the
Board of Directors and shall include a President, Secretary and Treasurer. Any
two offices may be held by the same person except the offices of President and
Vice President. A person who holds more than one office in the Company may not
act in more than one capacity to execute, acknowledge or verify an instrument
required by law to be executed, acknowledged or verified by more than one
officer.

     Article 4.2 Appointment of Officers. The Directors shall appoint the
officers, who need not be members of the Board.

     Article 4.3 Additional Officers. The Board may appoint such other officers
and agents as it shall deem necessary who shall exercise such powers and perform
such duties as shall be determined from time to time by the Board.

     Article 4.4 Salaries of Officers. The salaries of all Officers




<PAGE>

of the Company shall be fixed by the Board of Directors.

     Article 4.5 Term, Removal, Vacancies. The Officers of the Company shall
serve at the pleasure of the Board of Directors and hold office for one year and
until their successors are chosen and qualify in their stead. Any officer
elected or appointed by the Board of Directors may be removed at any time by the
affirmative vote of a majority of the entire Board of Directors. If the office
of any Officer becomes vacant for any reason, the vacancy shall be filled by the
Board of Directors.

     Article 4.6 President. The President shall be the chief executive officer
of the Company. The President shall, subject to the supervision of the Board of
Directors, have general responsibility for the management of the business of the
Company. The President shall see that all orders and resolutions of the Board
are carried into effect.

     Article 4.7 Vice President. Any Vice President shall, in the absence or
disability of the President, perform the duties and exercise the powers of the
President and shall perform such other duties as the Board of Directors shall
prescribe.

     Article 4.8 Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts or
receipts and disbursements in books belonging to the Company and shall deposit
all moneys and other valuable effects in the name and to the credit of the
Company in such depositories as may be designated by the Board of Directors. He
shall disburse the funds of the Company as may be ordered by the Board, taking
proper vouchers for such disbursements, and shall render to the Chairman of the
Board and Directors at the regular meetings of the Board, or whenever they may
require it, an account of the financial condition of the Company.

     Any Assistant Treasurer may perform such duties of the Treasurer as the
Treasurer or the Board of Directors may assign, and, in the absence of the
Treasurer, may perform all the duties of the Treasurer.

     Article 4.9 Secretary. The Secretary shall attend meetings of the Board and
meeting of the Stockholders and record all votes and the minutes of all
proceedings in a book to be kept for those purposes, and shall perform like
duties for the Executive Committee, or other committees, of the Board when
required. He shall give or cause to be given notice of all meetings of
Stockholders and special meetings of the Board of Directors and shall perform
such other duties as may be prescribed by the Board of Directors. He shall keep
in safe custody the seal of the Company and affix it to any instrument when
authorized by the Board of Directors.

     Any Assistant Secretary may perform such duties of the Secretary as the
Secretary or the Board of Directors may assign and, in the absence of the
Secretary, may perform all the duties of the Secretary.

     Article 4.10 Subordinate Officers. The Board of Directors from time to time
may appoint such other officers or agents as it may deem advisable, each of whom
shall serve at the pleasure of the Board of Directors and have such title, hold
such office for such period, have such authority and perform such duties as the
Board of Directors may determine. The Board of Directors from time to time may
delegate to one or more officers or agents the power to appoint any such




<PAGE>

subordinate officers or agents and to prescribe their respective rights, terms
of office, authorities and duties.

     Article 4.11 Surety Bonds. The Board of Directors may require any officer
or agent of the Company to execute a bond (including, without limitation, any
bond required by the Investment Company Act of 1940, as amended, and the rules
and regulations of the Securities and Exchange Commission) to the Company in
such sum and with such surety or sureties as the Board of Directors may
determine, conditioned upon the faithful performance of his duties to the
Company, including responsibility for negligence and for the accounting of any
of the Company's property, funds or securities that may come into his hands.

BYLAW 5. GENERAL PROVISIONS.

     Article 5.1 Waiver of Notice. Whenever the Stockholders or the Board of
Directors are authorized by statute, the provisions of the Articles of
Incorporation or these Bylaws to take any action at any meeting after notice,
such notice may be waived, in writing, before or after the holding of the
meeting, by the person or persons entitled to such notice, or, in the case of a
Stockholder, by his duly authorized attorney-in-fact.

     Article 5.2 Indemnity.

          5.2.1 The Company shall indemnify its directors to the fullest extent
          that indemnification of directors is permitted by the Maryland General
          Corporation Law. The Company shall indemnify its officers to the same
          extent as its directors and to such further extent as is consistent
          with law. The Company shall indemnify its directors and officers who,
          while serving as directors or officers, also serve at the request of
          the Company as a director, officer, partner, trustee, employee, agent
          or fiduciary of another corporation, partnership, joint venture,
          trust, other enterprise or employee benefit plan to the fullest extent
          of the law. The indemnification and other rights provided by this
          Article shall continue as to a person who has ceased to be a director
          or officer and shall inure to the benefit of the heirs, executors and
          administrators of such a person. This Article shall not protect any
          such person against any liability to the Company or any Stockholder
          thereof to which such person would otherwise be subject by reason of
          willful misfeasance, bad faith, gross negligence or reckless disregard
          of the duties involved in the conduct of his office ("disabling
          conduct").

          5.2.2 Any current or former director or officer of the Company seeking
          indemnification within the scope of this Article shall be entitled to
          advances from the Company for payment of reasonable expenses incurred
          by him in connection with the matter as to which he is seeking
          indemnification in the manner and to the fullest extent permissible
          under the Maryland General Corporation Law without a preliminary
          determination of entitlement to indemnification (except as provided
          below). The person seeking indemnification shall provide to the
          Company a




<PAGE>

          written affirmation of his good faith belief that the standard of
          conduct necessary for indemnification by the Company has been met and
          a written undertaking to repay any such advance if it should
          ultimately be determined that the standard of conduct has not been
          met. In addition, at least one of the following additional conditions
          shall be met: (i) the person seeking indemnification shall provide
          security in form and amount acceptable to the Company for his
          undertaking; (ii) the Company is insured against losses arising by
          reason of the advance; or (iii) a majority of a quorum of directors of
          the Company who are neither "interested persons" as defined in Section
          2(a)(19) of the Investment Company Act of 1940, as amended, nor
          parties to the proceeding ("disinterested non-party directors"), or
          independent legal counsel, in a written opinion, shall have
          determined, based on a review of facts readily available to the
          Company at the time the advance is proposed to be made, that there is
          reason to believe that the person seeking indemnification will
          ultimately be found to be entitled to indemnification.

          5.2.3 At the request of any person claiming indemnification under this
          Article, the Board of Directors shall determine, or cause to be
          determined, in a manner consistent with the Maryland General
          Corporation Law, whether the standards required by this Article have
          been met. Indemnification shall be made only following: (i) a final
          decision on the merits by a court or other body before whom the
          proceeding was brought that the person to be indemnified was not
          liable by reason of disabling conduct or (ii) in the absence of such a
          decision, a reasonable determination, based upon a review of the
          facts, that the person to be indemnified was not liable by reason of
          disabling conduct by (A) the vote of a majority of a quorum of
          disinterested non-party directors and (B) an independent legal counsel
          in a written opinion.

          5.2.4 Employees and agents who are not officers or directors of the
          Company may be indemnified, and reasonable expenses may be advanced to
          such employees or agents, as may be provided by action of the Board of
          Directors or by contract, subject to any limitations imposed by the
          Investment Company Act of 1940, as amended.

          5.2.5 The Board of Directors may make further provision consistent
          with law for indemnification and advance of expenses to directors,
          officers, employees and agents by resolution, agreement or otherwise.
          The indemnification provided by this Article shall not be deemed
          exclusive of any other right, with respect to indemnification or
          otherwise, to which those seeking indemnification may be entitled
          under any insurance or other agreement or resolution of stockholders
          or disinterested directors or otherwise.

          5.2.6 References in this Article are to the Maryland General




<PAGE>

          Corporation Law and to the Investment Company Act of 1940, as amended.
          No amendment to these Bylaws shall affect any right of any person
          under this Article based on any event, omission or proceeding prior to
          the amendment.

     Article 5.3 Insurance. The Company may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Company or who, while a director, officer, employee or agent of the Company, is
or was serving at the request of the Company as a director, officer, partner,
trustee, employee or agent of another foreign or domestic corporation,
partnership, joint venture, trust, other enterprise or employee benefit plan,
against any liability asserted against and incurred by such person in any such
capacity or arising out of such person's position; provided that no insurance
may be purchased by the Company on behalf of any person against any liability to
the Company or to its Stockholders to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office.

     Article 5.4 Checks. All checks or demands for money and notes of the
Company shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

     Article 5.5 Fiscal Year. The fiscal year of the Company shall be determined
by resolution of the Board of Directors.

BYLAW 6. CERTIFICATES OF STOCK.

     Article 6.1 Certificates of Stock. The interest, except fractional
interests, of each stockholder of the Company shall be evidenced by certificates
for shares of stock in such form as the Board of Directors may from time to time
prescribe. The certificates shall be numbered and entered in the books of the
Company as they are issued. They shall exhibit the holder's name and the number
of whole shares and no certificate shall be valid unless it has been signed by
the Chairman of the Board, the President or a Vice President and by the
Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer
of the Corporation and sealed with its seal, or bears the facsimile signatures
of such officers and a facsimile of such seal. In case any of the officers of
the Company whose manual or facsimile signature appears on any stock certificate
delivered to a Transfer Agent of the Company shall cease to be such Officer
prior to the issuance of such certificate, the Transfer Agent may nevertheless
countersign and deliver such certificate as though the person signing the same
or whose facsimile signature appears thereon had not ceased to be such officer,
unless written instructions of the Company to the contrary are delivered to the
Transfer Agent.

     Article 6.2 Lost, Stolen or Destroyed Certificates. The Board of Directors,
or the President together with the Treasurer or Secretary, may direct a new
certificate to be issued in place of any certificate theretofore issued by the
Company, alleged to have been lost, stolen or destroyed, upon the making of an
affidavit of that fact by the person claiming the certificate of stock to be
lost, stolen or destroyed, or by his legal representative. When authorizing




<PAGE>

such issue of a new certificate, the Board of Directors, or the President and
Treasurer or Secretary, may, in its or their discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate, or his legal representative, to advertise the same in
such manner as it or they shall require and/or give the Company a bond in such
sum and with such surety or sureties as it or they may direct as indemnity
against any claim that may be made against the Company with respect to the
certificate alleged to have been lost, stolen or destroyed for such newly issued
certificate.

     Article 6.3 Transfer of Stock. Shares of the Company shall be transferable
on the books of the Company by the holder thereof in person or by his duly
authorized attorney or legal representative upon surrender and cancellation of a
certificate or certificates for the same number of shares of the same class,
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, with such proof of the authenticity of the transferor's
signature as the Company or its agents may reasonably require. The shares of
stock of the Company may be freely transferred, and the Board of Directors may,
from time to time, adopt rules and regulations with reference to the method of
transfer of the shares of stock of the Company.

     Article 6.4 Registered Holder. The Company shall be entitled to treat the
holder of record of any share or shares of stock as the holder in fact thereof
and, accordingly, shall not be bound to recognize any equitable or other claim
to or interest in such share or shares on the part of any other person whether
or not it shall have express or other notice thereof, except as expressly
provided by statute.

     Article 6.5 Record Date. The Board of Directors may fix a time not less
than 10 nor more than 90 days prior to the date of any meeting of stockholders
as the time as of which Stockholders are entitled to notice of, and to vote at,
such a meeting; and all such persons who were holders of record of voting stock
at such time, and no other, shall be entitled to notice of, and to vote at, such
meeting or to express their consent or dissent, as the case may be. If no record
date has been fixed, the record date for the determination of Stockholders
entitled to notice of, or to vote at, a meeting of Stockholders shall be the
later of the close of business on the day on which notice of the meeting is
mailed or the thirtieth (30th) day before the meeting, or, if notice is waived
by all Stockholders at the close of business on the tenth (10th) day immediately
preceding the day on which the meeting is held. The Board of Directors may also
fix a time not exceeding 90 days preceding the date fixed for the payment of any
dividend or the making of any distribution, or for the delivery of evidences of
rights, or evidences of interests arising out of any change, conversion or
exchange of capital stock, as a record time for the determination of the
Stockholder entitled to receive any such dividend. distribution, rights or
interests.

     Article 6.6 Stock Ledgers. The stock ledgers of the Company, containing the
names and addresses of the Stockholders and the number of shares held by them
respectively, shall be kept at the principal offices of the Company or at such
other location as may be authorized




<PAGE>

by the Board of Directors from time to time, except that an original or
duplicate stock ledger shall be maintained at the office of the Company's
Transfer Agent.

     Article 6.7 Transfer Agents and Registrars. The Board of Directors may from
time to time appoint or remove Transfer Agents and/or Registrars of transfers
(if any) of shares of stock of the Company, and it may appoint the same person
as both Transfer Agent and Registrar. Upon any such appointment being made, all
certificates representing shares of capital stock thereafter issued shall be
countersigned by one of such Transfer Agents or by one of such Registrars of
transfers (if any) or by both and shall not be valid unless so countersigned. If
the same person shall be both Transfer Agent and Registrar, only one
countersignature by such person shall be required.

BYLAW 7. CERTAIN TRANSACTIONS

     Article 7.1 Certain Transactions. Except as otherwise provided in this
Bylaw, at least eighty percent (80%) of the votes of the Company's Common Stock,
in addition to the affirmative vote of at least eighty percent (80%) of the
entire Board of Directors, shall be necessary to effect any of the following
actions:

          7.1.1 Any amendment to these Bylaws or the Articles of Incorporation
          to make the Company's Common Stock a "redeemable security" or to
          convert the Company from a "closed-end company" to an "open-end
          company" (as such terms are defined in the Investment Company Act of
          1940, as amended), unless the Continuing Directors (as hereinafter
          defined) of the Company, by a vote of at least eighty percent (80%) of
          such Directors, approve such amendment in which case the affirmative
          vote of a majority of the votes entitled to be cast by the holders of
          the Company's Common Stock to be voted on the matter shall be required
          to approve such actions unless otherwise provided in the Articles of
          Incorporation or unless otherwise required by law;

          7.1.2 Any stockholder proposal as to specific investment decisions
          made or to be made with respect to the Company's assets;

          7.1.3 Any proposal as to the voluntary liquidation or dissolution of
          the Company or any amendment to the Articles of Incorporation to
          terminate the existence of the Company, unless the Continuing
          Directors of the Company, by a vote of at least eighty percent (80%)
          of such Directors, approve such proposal in which case the affirmative
          vote of a majority of the votes entitled to be cast by stockholders
          shall be required to approve such actions unless otherwise provided in
          the Articles of Incorporation or unless otherwise required by law; or

          7.1.4 Any Business Combination (as hereinafter defined) unless either
          the condition in clause (A) below is satisfied, or all of the
          conditions in clauses (B), (C), (D), (E) and (F) below are satisfied,
          in which case Article




<PAGE>

          7.5 below shall apply:

               (A) The Business Combination shall have been approved by a vote
               of at least eighty percent (80%) of the Continuing Directors.

               (B) The aggregate amount of cash and the Fair Market Value (as
               hereinafter defined), as of the date of the consummation of the
               Business Combination, of consideration other than cash to be
               received per share by holders of any class of outstanding Voting
               Stock (as hereinafter defined) in such Business Combination shall
               be at least equal to the higher of the following:

                    (x)  the highest per share price (including any brokerage
                         commissions, transfer taxes and soliciting dealers'
                         fees) paid by an Interested Party (as hereinafter
                         defined) for any shares of such Voting Stock acquired
                         by it (aa) within the two-year period immediately prior
                         to the first public announcement of the proposal of the
                         Business Combination (the "Announcement Date"), or
                         (bb)(i) in the Threshold Transaction (as hereinafter
                         defined), or (ii) in any period between the Threshold
                         Transaction and the consummation of the Business
                         Combination, whichever is higher; and

                    (xi) the net asset value per share of such Voting Stock on
                         the Announcement Date or on the date of the Threshold
                         Transaction, whichever is higher.

               (C) The consideration to be received by holders of the particular
               class of outstanding Voting Stock shall be in case or in the same
               form as the Interested Party has previously paid for shares of
               any class of Voting Stock. If the Interested Party had paid for
               shares of any class of Voting Stock with varying forms of
               consideration, the form of consideration for such class of Voting
               Stock shall be either cash or the form used to acquire the
               largest number of shares of such class of Voting Stock previously
               acquired by it.

               (D) After the occurrence of the Threshold Transaction, and prior
               to the consummation of such Business Combination, such Interested
               Party shall not have become the beneficial owner of any
               additional shares of Voting Stock except by virtue of the
               Threshold Transaction.

               (E) After the occurrence of the Threshold Transaction, such
               Interested Party shall not have received the benefit, directly or
               indirectly (except proportionately as a shareholder of the
               Company), of any loans, advances, guarantees, pledges or other




<PAGE>

               financial assistance or any tax credits or other tax advantages
               provided by the Company, whether in anticipation of or in
               connection with such Business Combination or otherwise.

               (F) A proxy or information statement describing the proposed
               Business Combination and complying with the requirements of the
               Securities and Exchange Act of 1934 and the Investment Company
               Act of 1940, as amended, and the rules and regulations thereunder
               (or any subsequent provisions replacing such Acts, rules or
               regulations) shall be prepared and mailed by the Interested
               Party, at such Interested Party's expense, to the shareholders of
               the Company at least 30 days prior to the consummation of such
               Business Combination (whether or not such proxy or information
               statement is required to be mailed pursuant to such Acts or
               subsequent provisions).

     Article 7.2 Definitions. For the purposes of this Bylaw:

          7.2.1 "Business Combination" shall mean any of the transactions
          described or referred to in any one or more of the following
          subparagraphs:

               (A) any merger, consolidation or share exchange of the Company
               with or into any other person;

               (B) any sale, lease, exchange, mortgage, pledge, transfer or
               other disposition (in one transaction or a series of transactions
               in any 12 month period) to or with any other person of any assets
               of the Company having an aggregate Fair Market Value of
               $1,000,000 or more except for portfolio transactions of the
               Company effected in the ordinary course of the Company's
               business;

               (C) the issuance or transfer by the Company (in one transaction
               or a series of transactions in any 12 month period) of any
               securities of the Company to any other person in exchange for
               cash, securities, or other property (or a combination thereof)
               having an aggregate Fair Market Value of $1,000,000 or more
               excluding (x) sales of any securities of the Company in
               connection with a public offering or private placement thereof,
               (y) issuances of any securities of the Company pursuant to a
               dividend reinvestment and cash purchase plan adopted by the
               Company and (z) issuances of any securities of the Company upon
               the exercise of any stock subscription rights distributed by the
               Company.

          7.2.2 "Continuing Director" means any member of the Board of Directors
          of the Company who is not an Interested Party or an Affiliate (as
          hereinafter defined) of an Interested Party and (a) has been a member
          of the Board of Directors for a period of at least 12 months or (b)
          was elected at the Special Meeting of Shareholders on January 23,
          2002, or is a successor of a Continuing Director who is unaffiliated




<PAGE>

          with an Interested Party and is recommended to succeed a Continuing
          Director by a majority of the Continuing Directors then on the Board
          of Directors.

          7.2.3 "Interested Party" shall mean any person, other than an
          investment company advised by an investment adviser approved by the
          Board of Directors at the January 23, 2002 meeting of the Board of
          Directors, or any of its Affiliates, which enter, or proposes to
          enter, into a Business Combination with the Company.

          7.2.4 "Person" shall mean an individual, a corporation, a trust or a
          partnership.

          7.2.5 "Voting Stock: shall mean capital stock of the Company entitled
          to vote generally in the election of directors.

          7.2.6 A person shall be a "beneficial owner" of any Voting Stock:

               (A) which such person or any of its Affiliates or Associates (as
               hereinafter defined) beneficially owns, directly or indirectly;
               or

               (B) which such person or any of its Affiliates or Associates has
               the right to acquire (whether such right is exercisable
               immediately or only after the passage of time), pursuant to any
               agreement, arrangement, or understanding or upon the exercise
               conversion rights, exchange rights, warrants or options, or

               (C) which is beneficially owned, directly or indirectly, by any
               other person with which such person or any of its Affiliates or
               Associates has any agreement, arrangement or understanding for
               the purpose of acquiring, holding, voting or disposing of any
               shares of Voting Stock.

          7.2.7 "Affiliate" and "Associate" shall have the respective meanings
          ascribed to such terms in Rule 12b-2 of the General Rules and
          Regulations under the Securities Exchange Act of 1934.

          7.2.8 "Fair Market Value" means:

               (A) in the case of stock, the highest closing sale price during
               the 30-day period immediately preceding the relevant date of a
               share of such stock on the New York Stock Exchange, or if such
               stock is not listed on such Exchange, on the principal United
               States securities exchange registered under the Securities
               Exchange Act of 1934 on which such stock is listed, or, if such
               stock is not listed on any such exchange, the highest closing
               sale price (if such stock is a National Market System security)
               or the highest closing bid quotation (if such stock is not a
               National Market System security) with respect to a share of such
               stock during the 30-day period preceding the relevant date on the
               National Association of Securities Dealers, Inc. Automated
               Quotation System (NASDAQ) or any system then in use, or if no
               such




<PAGE>

               quotations are available, the fair market value on the relevant
               date of the share of such stock as determined by at least eighty
               percent (80%) of the Continuing Directors in good faith, and

               (B) in the case of property other than cash or stock, the fair
               market value of such property on the relevant date as determined
               by at least eighty percent (80%) of the Continuing Directors in
               good faith.

          7.2.9 "Threshold Transaction" means the transaction by or as a result
          of which an Interested Party first becomes the beneficial owner of
          Voting Stock.

     Article 7.3 In the event of any Business Combination in which the Company
survives, the phrase "consideration other than cash to be received" as used in
subparagraph 7.1.4(B) above shall include the shares of Common Stock and/or the
shares of any other class of outstanding Voting Stock retained by the holders of
such shares.

     Article 7.4 Continuing Directors of the Company, acting by a vote of at
least 80% of the Continuing Directors, shall have the power and duty to
determine, on the basis of information known to them after reasonable inquiry,
all facts necessary to determine (a) the number of shares of Voting Stock
beneficially owned by any person, (b) whether a person is an Affiliate or
Associate of another, (c) whether the requirements of subparagraph 7.1.4 above
have been met with respect to any Business Combination, and (d) whether the
assets which are the subject of any Business Combination have, or the
consideration to be received for the issuance or transfer of securities by the
Company in any Business Combination has, an aggregate Fair Market Value of
$1,000.000 or more.

     Article 7.5 If any Business Combination described in subparagraph 7.2.1(A)
or 7.2.1(B) (if the transfer or other disposition constitutes a transfer of all
or substantially all of the assets of the Company with respect to which
shareholder approval is required under the Maryland General Company Law) is
approved by a vote of eighty percent (80%) of the Continuing Directors or all of
the conditions in subparagraph 7.1.4(B), (C), (D), (E) and (F) are satisfied, a
majority of the votes entitled to be cast by stockholders shall be required to
approve such transaction unless otherwise provided in the Charter or unless
otherwise required by law. If any other Business Combination is approved by a
vote of eighty percent (80%) of the Continuing Directors or all of the
conditions in subparagraph 7.1.4(B), (C), (D), (E) and (F) are satisfied, no
stockholder vote shall be required to approve such transaction unless otherwise
provided in the Charter or unless otherwise required by law.

BYLAW 8. AMENDMENTS.

     Article 8.1 General. Except as provided in the next succeeding sentence and
in the Articles of Incorporation, all Bylaws of the Company, whether adopted by
the Board of Directors or the stockholders, shall be subject to amendment,
alteration or repeal, and new Bylaws may be made, by the affirmative vote of a
majority of either: (a) the holders of record of the outstanding shares of stock
of the Company entitled to vote, at any annual or special meeting, the




<PAGE>

notice or waiver of notice of which shall have specified or summarized the
proposed amendment, alteration, repeal or new Bylaw; or (b) the Directors, at
any regular or special meeting, the notice or waiver of notice of which shall
have specified or summarized the proposed amendment, alteration, repeal or new
Bylaw. The provisions of Bylaws Article 2.5, Article 3.2, Article 3.3, Article
3.5, BYLAW 7 and Article 8.1 of these Bylaws shall be subject to amendment,
alteration or repeal by (i) the affirmative vote of the holders of record of
eighty percent (80%) of the outstanding shares of stock of the Company entitled
to vote, at any annual or special meeting, the notice or waiver of notice of
which shall have specified or summarized the proposed amendment, alteration or
repeal or (ii) the Board of Directors including the affirmative vote of eighty
percent (80%) of the Continuing Directors, at any regular or special meeting,
the notice or waiver of notice of which shall have specified or summarized the
proposed amendment, alteration or repeal.

Dated: January 23, 2002
Amended July 22, 2002
Amended August 12, 2002
Amended October 14, 2002




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2D
<SEQUENCE>11
<FILENAME>ex2-di.txt
<DESCRIPTION>EXHIBIT 2(D)(I)
<TEXT>

<PAGE>

EXHIBIT (d)(i)
  SPECIMEN CERTIFICATE FOR COMMON SHARES

CERTIFICATE FOR
NOT MORE THAN
10,000 SHARES

     NUMBER                    SHARES

     NU

     COMMON STOCK              CUSIP 101507 10 1

TRANSFERABLE IN NEW YORK, NY   SEE REVERSE FOR
OR RIDGEFIELD PARK, NJ         CERTAIN DEFINITIONS

                       BOULDER GROWTH & INCOME FUND, INC.

              INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND

               THIS
               CERTIFIES
               That

               Is the
               Owner of

             FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK OF

                       BOULDER GROWTH & INCOME FUND, INC.

     Transferable on the books of the Corporation in person or by duly
     authorized attorney, upon surrender of this certificate properly endorsed.
     This certificate and the shares represented thereby are issued and shall be
     held subject to all the provisions of the Articles of Incorporation and
     By-Laws of the Corporation as from time to time amended (copies of which
     are on file at the offices of the Corporation), to all of which the holder
     by acceptance hereof assents. This certificate is not valid unless
     countersigned and registered by a Transfer Agent and Registrar.

     Witness the facsimile signatures of its duly authorized officers.
     Dated:


/s/ Stephanie Kelley                                    /s/ Stephen C. Miller
Secretary                                               Chairman of the Board

COUNTERSIGNED AND REGISTERED
MELLON INVESTOR SERVICES LLC
TRANSFER AGENT AND REGISTRAR


                          BY AUTHORIZED SIGNATURE




<PAGE>

                       BOULDER GROWTH & INCOME FUND, INC.

     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common

TEN ENT - as tenants by the entireties under Uniform Gifts to Minors Act
__________ (state)

JT TEN - as joint tenants with right of survivorship and not as tenants in
common

UNIF GIFT MIN ACT - _______ Custodian ___________
                     (Cust)             (Minor)

     Additional abbreviations may also beused though not on the above list.

     For value received, _________________________________ hereby sell, assign
and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE ____________________________________

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

     Please print or typewrite name and address including postal zip code of
assignee

_________________ shares of the capital stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint
______________________________________ Attorney to transfer the said stock on
the books of the within-named Corporation with full power of substitution in the
premises.

Dated:

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

NOTICE: The signature to this assignment must correspond with the name as
written on the face of the Certificate, in every particular, without alteration
or enlargement, or any change whatever.


Signature(s) Guaranteed:

The signatures should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loans associations and credit unions with membership
in an approved signature guarantee medallion program), pursuant to S.E.C. Rule
17Ad-15.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2D
<SEQUENCE>12
<FILENAME>ex2-dii.txt
<DESCRIPTION>EXHIBIT 2(D)(II)
<TEXT>

<PAGE>

EXHIBIT (d)(ii)
  NOTICE OF INTENT

                                NOTICE OF INTENT

        To the Holders of Boulder Growth & Income Fund, Inc. Common Stock

     NOTICE IS HEREBY GIVEN that, subject to the terms and conditions set forth
in this Notice of Intent, Boulder Growth & Income Fund, Inc. (the "Fund")
intends to make a rights offering, pursuant to which it will distribute to its
holders of common stock one transferable subscription right to purchase one
share of common stock for each share of common stock held by them on the record
date for the rights offering. Since the New York Stock Exchange requires that
the Fund advise its holders of common stock at least ten days prior to the
record date of the rights offering, this notice describes the principal terms of
the offer, which have been previously disseminated via press release.

     The Fund has filed with the Securities and Exchange Commission ("SEC") a
registration statement with respect to the rights offering and will deliver to
holders of its common stock the prospectus included as part of the registration
statement. The rights offering and this notice of intent are contingent upon the
registration statement being declared effective by the SEC.

Terms Of The Offer

     1. Basic Subscription Privilege. Each right will entitle the holder to a
basic subscription privilege and an oversubscription privilege. Under the basic
subscription privilege, each whole right will entitle the holder to purchase one
share of the Fund's common stock at a per share subscription price (as set forth
below).

     2. Oversubscription Privilege. Under the oversubscription privilege, a
record date rightsholder who exercises the basic subscription privilege in full
will have the right to subscribe, at the same subscription price, for up to that
number of shares of the Fund's common stock which are not purchased by other
rightsholders under their basic subscription privilege. If a holder of rights
delivers an oversubscription request for shares of the Fund's common stock and
the Fund has received oversubscription requests for more shares of its common
stock than are available for oversubscription, the rightsholder will receive the
lesser of (1) his or her pro rata




<PAGE>

portion of the available shares based on the number of shares he or she
purchased under the basic subscription privilege or (2) the number of shares for
which he or she oversubscribed.

     3. Subscription Price. The subscription price per share will be equal to
95% of the lesser of (a) the net asset value per share on the Pricing Date (as
that term is defined in the registration statement) or (b) the average
volume-weighted sales price of the Fund's shares on the New York Stock Exchange
on the Pricing Date and the four preceding trading days.

     4. Timetable. It is anticipated that the record date for the rights
offering will be on or about November 29, 2002 (subject to the registration
statement being declared effective by the SEC). The subscription period will be
approximately 21 calendar days following the record date. It is expected that
certificates evidencing the right to subscribe together with the prospectus will
be mailed to record date shareholders within three days following the record
date.

     PLEASE NOTE that the commencement of the offering, the record date and the
subscription price will be announced through the prospectus and the public
media. Shareholders should be alert to these subsequent announcements.
Dated: November 7, 2002

- --------------------------------------------------------------------------------
        SHAREHOLDER INQUIRIES SHOULD BE DIRECTED TO GEORGESON SHAREHOLDER
         COMMUNICATIONS INC., THE INFORMATION AGENT, AT (800) 732-6518
- --------------------------------------------------------------------------------

A registration statement relating to the rights and the underlying shares of the
Fund's common stock has been filed with the SEC but has not yet become
effective. No rights and no shares of the Fund's common stock underlying the
rights will be sold or distributed nor may offers to buy any of these securities
be accepted prior to the time the registration statement becomes effective. This
notice of intent shall not constitute an offer to sell or the solicitation of
any offer to buy nor shall there be any sale of the rights or the underlying
shares of the Fund's common stock in any State in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such State.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2D
<SEQUENCE>13
<FILENAME>ex2-diii.txt
<DESCRIPTION>EXHIBIT 2(D)(III)
<TEXT>

<PAGE>

EXHIBIT (d)(iii)
  SUBSCRIPTION CERTIFICATE

         VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M.
                       EASTERN TIME ON THE EXPIRATION DATE

                       BOULDER GROWTH & INCOME FUND, INC.
                      SUBSCRIPTION RIGHTS FOR COMMON STOCK

Dear Shareholder:

IN ORDER TO EXERCISE YOUR RIGHTS, YOU MUST COMPLETE BOTH SIDES OF THIS CARD AND
RETURN TO THE SUBSCRIPTION AGENT.

As the registered owner of the Subscription Certificate below, you are entitled
to subscribe for the number of shares of Common Stock, $.01 par value per share,
of Boulder Growth & Income Fund, Inc. (the "Fund"), shown below pursuant to the
Primary Subscription Right and upon the terms and conditions and at the
Subscription Price for each share of Common Stock specified in the Prospectus
relating thereto. The Rights represented hereby include the Over-Subscription
Privilege for Record Date Shareholders, as described in the Prospectus. Under
the Privilege, any number of additional shares may be purchased by a Rights
holder if such shares are available and the holder's Primary Subscription Rights
have been fully exercised to the extent possible.

Registered owners will be automatically issued stock certificates. Stock
certificates for primary share subscriptions will be delivered as soon as
practicable after receipt of the required completed Subscription Certificate and
after full payment has been received and cleared. Stock certificates for
oversubscriptions and confirmation statements reflecting uncertificated share
credits for dividend reinvestment accounts will be delivered as soon as
practicable after the Expiration Date (as set forth in the Prospectus) and after
all allocations have been effected.

                    THE SUBSCRIPTION RIGHTS ARE TRANSFERABLE.

Payment must be in United States dollars. Only money orders or checks drawn on a
bank located in the continental United States and made payable to Boulder Growth
& Income Fund, Inc. will be accepted. Please reference your rights card control
number on your check, money order or notice of guaranteed delivery.

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

         VOID IF NOT RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M.
                       EASTERN TIME ON THE EXPIRATION DATE




<PAGE>

Control No.     Rights Represented by this Subscription Certificate:

CUSIP No.

                       BOULDER GROWTH & INCOME FUND, INC.
                             RIGHTS FOR COMMON STOCK
           (Complete appropriate section on reverse side of this form)

The registered owner of this Subscription Certificate named below, or assigns,
is entitled to the number of Rights to subscribe for the Common Stock, $.01 par
value, of Boulder Growth & Income Fund, Inc. (the "Fund") shown above, in the
ratio of one share of Common Stock for each one Right, pursuant to the Primary
Subscription Right and upon the terms and conditions and at the price for each
share of Common Stock specified in the Prospectus relating thereto. The Rights
represented hereby include the Over-Subscription Privilege for Record Date
Stockholders only, as described in the Prospectus. Under this Privilege, any
number of additional shares may be purchased by a Record Date Stockholder if
such shares are available and the owner's Primary Subscription Rights have been
fully exercised to the extent possible and the pro rata allocation requirements
have been satisfied. Stock certificates for the shares subscribed for pursuant
to the Primary Subscription Right will be delivered as soon as practicable after
receipt of the required completed Subscription Certificate and after full
payment has been received and cleared. Stock certificates for the shares
subscribed for pursuant to the Over-Subscription Privilege will be delivered as
soon as practicable after the Expiration Date and after all allocations have
been effected. Any refund in connection with an over-subscription will be
delivered as soon as practicable after the Expiration Date and after all
allocations have been effected. The Subscription Certificate may be transferred
in the same manner and with the same effect as in the case of a negotiable
instrument payable to specific persons, by duly completing and signing the
assignment on the reverse side hereof. To subscribe pursuant to the Primary
Subscription Right or the Over-Subscription Privilege, one Right and the
Subscription Price are required for each share of Common Stock. Payment of $5.09
per share must accompany the Subscription Certificate.

                            See reverse side of form.




<PAGE>

To subscribe for your primary shares please complete line "A" on the card below.

     Example:     100 shares = 100 rights
               100 rights divided by 1 = 100 primary shares
                    100 x  $5.09  = $509.00
               (No. of shares)

If you are not subscribing for your full Primary Subscription, check box "D"
below and we will attempt to sell any remaining unexercised Rights.

To subscribe for any over-subscription shares please complete line "B" below.

Please Note: Only Record Date Stockholders who have exercised their Primary
Subscription in full may apply for shares pursuant to the Over-Subscription
Privilege.

Payment of Shares: Full payment for both the primary and over-subscription
shares or a notice of guaranteed delivery must accompany this subscription.
Please reference your rights card control number on your check, money order or
notice of guaranteed delivery.

If the aggregate Subscription Price paid by a Record Date Stockholder is
insufficient to purchase the number of shares of Common Stock that the holder
indicates are being subscribed for, or if a Record Date Stockholder does not
specify the number of shares of Common Stock to be purchased, then the Record
Date Stockholder will be deemed to have exercised first, the Primary
Subscription Right (if not already fully exercised) and second, the
Over-Subscription Privilege to purchase shares of Common Stock to the full
extent of the payment rendered. If the aggregate Subscription Price paid by a
Record Date Stockholder exceeds the amount necessary to purchase the number of
shares of Common Stock for which the Record Date Stockholder has subscribed,
then the Record Date Stockholder will be deemed to have exercised first, the
Primary Subscription Right (if not already fully exercised) and second, the
Over-Subscription Privilege to the full extent of the excess payment tendered.

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

    THIS CERTIFICATE IS VOID UNLESS RECEIVED BY THE SUBSCRIPTION AGENT BEFORE
                          5:00 PM, EASTERN TIME ON THE
       EXPIRATION DATE (DECEMBER 20, 2002) (UNLESS EXTENDED) AT ONE OF THE
                              FOLLOWING ADDRESSES:

BY MAIL                 BY HAND DELIVERY:             BY OVERNIGHT COURIER:
Colbent Corporation     Securities Transfer &         Colbent Corporation
Attention:              Reporting Services, Inc.      Attention:  Corporate
Corporate Actions       c/o Colbent Corporation       Actions
P.O. Box 859208         100 William Street,           40 Campanelli Drive
Braintree,              Galleria                      Braintree, Massachusetts
Massachusetts           New York, New York  10038     02184
02185-9208




<PAGE>

- --------------------------------------------------------------------------------
                    PLEASE FILL IN ALL APPLICABLE INFORMATION
- --------------------------------------------------------------------------------

     A. Primary Subscription _____________ x  ______________*  = $ _____________
                        (1 Right = 1 share)   (No .of Shares)   (Purchase Price)

     B.  Over-Subscription Privilege ___________ x ____________*  = $ _______(1)
                                  (No. of Shares) (Purchase Price)

     C. Amount of Check Enclosed (or amount in notice of guaranteed delivery) =
     $____________

     D. Sell any Remaining Rights    [_]

     E. Sell all of my Rights        [_]

     (1) The Over-Subscription Privilege can be exercised only by a Record Date
     Shareholder, as described in the Prospectus, and only if the Rights
     initially issued to him are exercised to the fullest extent possible.

     * $5.09 is the "estimated" Subscription Price. The actual Subscription
     Price determined on the Expiration Date may be higher or lower. It is
     possible that shareholders will receive a refund or be required to pay
     additional amounts equal to the difference between the estimated
     Subscription Price and the actual Subscription Price.

SECTION 1. TO SUBSCRIBE: I hereby irrevocably subscribe for the face amount of
Common Stock indicated as the total of A and B hereon upon the terms and
conditions specified in the Prospectus relating thereto, receipt of which is
acknowledged. I hereby agree that if I fail to pay for the shares of Common
Stock for which I have subscribed, the Fund may exercise any of the remedies set
forth in the Prospectus.

TO SELL: If I have checked the box on either line D or on line E, I authorize
the sale of Rights by the Subscription Agent according to the procedures
described in the Prospectus.


- --------------------------------------------------------------------------------
Signature(s) of Subscriber(s)

- --------------------------------------------------------------------------------
Address for delivery of Shares if other than shown on front

If permanent change of address, check here [_]

Please give your telephone number (        )

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

Please give your email address:

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

SECTION 2. TO TRANSFER RIGHTS (except pursuant to D or E above):

For value received, _________ of the Rights represented by the Subscription
Certificate are assigned to:


- --------------------------------------------------------------------------------
(Print full name of Assignee)


- --------------------------------------------------------------------------------
(Print full address)


- --------------------------------------------------------------------------------
(Signature of Assignee)

IMPORTANT: The Signature must be guaranteed by: (a) a commercial bank or trust
company; (b) a member firm of a domestic stock exchange; or (c) a savings bank
or credit union.

Signature (name of bank of firm):


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

Guaranteed By (signature/title):


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




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2D
<SEQUENCE>14
<FILENAME>ex2-div.txt
<DESCRIPTION>EXHIBIT 2(D)(IV)
<TEXT>

<PAGE>

EXHIBIT (d)(iv)
  BROKER SPLIT REQUEST

                       BOULDER GROWTH & INCOME FUND, INC.
                    SUBSCRIPTION RIGHTS BROKER SPLIT REQUESTS

                        Colbent Corporation
                        Attn:  Corporate Actions
                        P.O. Box 859208
                        Braintree, Massachusetts  02185-9208
                        Telephone: (781) 843-1833 Ext. 203
                        Facsimile: (781) 380-3388
                        Confirm:  (781) 575-4816

     If you require that your Rights certificate be issued in various
denominations, please indicate your request for breakdown below and return this
form to us, either by facsimile at the above number or by mail at the above
address.

                        *Total Share Position __________________________________
                        (this will be verified on the Record Date)

                        No. of Cards to be issued   x  No. of Rights

                        Total Cards ____________       Total Rights ____________

     Please advise us where to forward the Rights certificates, by completing
the following information:

                        Contact Name:
                                      ------------------------------------------

                        Address:
                                   ---------------------------------------------

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

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

                        Telephone Number:
                                          --------------------------------------

*Please note: this number should not include any shares which are held by you
through DTC.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2D
<SEQUENCE>15
<FILENAME>ex2-dv.txt
<DESCRIPTION>EXHIBIT 2(D)(V)
<TEXT>

<PAGE>

EXHIBIT (d)(v)
  BENEFICIAL OWNER CERTIFICATION

                       BOULDER GROWTH & INCOME FUND, INC.
                         BENEFICIAL OWNER CERTIFICATION

     The undersigned, a bank, broker or other nominee holder of Rights to
purchase shares of Common Stock of the Boulder Growth & Income Fund, Inc. (the
"Fund") pursuant to the rights offer (the "Offer") described and provided for in
the Fund's Prospectus dated __________, 2002 (the "Prospectus") hereby certifies
to the Fund and to Colbent Corporation, as Subscription Agent for the Offer,
that for each numbered line filled in below the undersigned has purchased, on
behalf of the beneficial owner thereof (which may be the undersigned), the
number of shares of Common Stock specified on such line pursuant to the Primary
Subscription (as defined in the Prospectus) and such beneficial owner wishes to
subscribe for the purchase of additional shares of Common Stock pursuant to the
Over-Subscription Privilege (as defined in the Prospectus), in the amount set
forth in the third column of such line:

- --------------------------------------------------------------------------------
         I                         II                            III
- --------------------------------------------------------------------------------
                                                           Number of Shares
                              Number of Shares          Requested Pursuant to
                           Purchased Pursuant to           Over-Subscription
Record Date Shares         Primary Subscription                Privilege
- --------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

- --------------------------------------------------------------------------------
Total =                    Total =                      Total =
- --------------------------------------------------------------------------------




<PAGE>


- ------------------------------------------------
Name of Nominee Holder


By:
    --------------------------------------------
Name:

Title:

Date:               , 2002
      --------------

Provide the following information if applicable:


- ------------------------------------------------
Depository Trust Company ("DTC") Participant Number


- ------------------------------------------------
DTC Basic Subscription Confirmation Number

Contact:
         ---------------------------------------

Phone Number:
              ----------------------------------




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2D
<SEQUENCE>16
<FILENAME>ex2-dvi.txt
<DESCRIPTION>EXHIBIT 2(D)(VI)
<TEXT>

<PAGE>

EXHIBIT (d)(vi)
  NOMINEE OVER-SUBSCRIPTION

                       BOULDER GROWTH & INCOME FUND, INC.
                             RIGHTS FOR COMMON STOCK

                 NOMINEE HOLDER OVER-SUBSCRIPTION CERTIFICATION

                   PLEASE COMPLETE ALL APPLICABLE INFORMATION

BY FIRST CLASS MAIL:              BY OVERNIGHT COURIER:   BY HAND:

Colbent Corporation.              Colbent Corporation     Transfer and Reporting
Attn:  Corporate Actions          Attn:  Corporate        Services Inc.
P.O. Box 859208                   Actions                 C/o Colbent
Braintree, Massachusetts 02185-   40 Campanelli Drive     Corporation
9208                              Braintree,              100 Williams Street
                                  Massachusetts 02184     Galleria
                                                          New York, NY 10038

     THIS FORM IS TO BE USED ONLY BY NOMINEE HOLDERS TO EXERCISE THE
OVER-SUBSCRIPTION PRIVILEGE IN RESPECT OF RIGHTS WITH RESPECT TO WHICH THE
PRIMARY SUBSCRIPTION PRIVILEGE WAS EXERCISED IN FULL AND DELIVERED THROUGH THE
FACILITIES OF A COMMON DEPOSITORY. ALL OTHER EXERCISES OF OVER-SUBSCRIPTION
PRIVILEGES MUST BE EFFECTED BY THE DELIVERY OF THE SUBSCRIPTION CERTIFICATES.

     THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE FUND'S
PROSPECTUS DATED ___________, 2002 (THE "PROSPECTUS") AND ARE INCORPORATED
HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM
THE SUBSCRIPTION AGENT.

     THIS CERTIFICATION IS VOID UNLESS RECEIVED BY THE SUBSCRIPTION AGENT WITH
PAYMENT IN FULL OR WITH A PROPERLY COMPLETED NOTICE OF GUARANTEED DELIVERY
BEFORE 5:00 P.M., NEW YORK CITY TIME ON DECEMBER 20, 2002, UNLESS EXTENDED BY
THE FUND (THE "EXPIRATION DATE").

     1. The undersigned hereby certifies to the Subscription Agent that it is a
participant in ______________________ (Name of Depository) (the "Depository")
and that it has either (i) exercised the Primary Subscription in respect of the
Rights and delivered such exercised Rights to the Subscription Agent by means of
transfer to the Depository Account of the Subscription Agent or (ii) delivered
to the Subscription Agent a Notice of Guaranteed Delivery in respect of the
exercise of the Primary Subscription Privilege and will deliver the Rights
called for in such Notice of Guaranteed Delivery to the Subscription Agent by
means of transfer to such Depository Account of Subscription Agent.

     2. The undersigned hereby exercises the Over-Subscription Privilege to
purchase, to the extent available, _____________ shares of Common Stock and
certifies to the Subscription Agent that such Over-Subscription Privilege is
being exercised for the account or




<PAGE>

accounts of persons (which may include the undersigned) on whose behalf all
Primary Subscription Rights have been exercised.*

     3. The undersigned understands that payment of the estimated Subscription
Price of $5.09 per share for each share of Common Stock subscribed for pursuant
to the Over-Subscription Privilege must be received by the Subscription Agent
before 5:00 P.M., Eastern time, on the Expiration Date, unless a Notice of
Guaranteed Delivery is used, in which case, payment in full must be received by
the Subscription Agent no later than the close of business on the third business
day after the Expiration Date and represents that such payment, in the aggregate
amount of $_______, either (check Appropriate box):

     [_]  has been or is being delivered to the Subscription Agent pursuant to
          the Notice of Guaranteed Delivery referred to above; or

     [_]  is being delivered to the Subscription Agent herewith; or

     [_]  has been delivered separately to the Subscription Agent.

In the case of funds not delivered pursuant to a Notice of Guaranteed Delivery,
the undersigned represents that payment is or was delivered in the manner set
forth below (check appropriate box and complete information relating thereto):

     [_]  uncertified check

     [_]  certified check

     [_]  bank draft

                          (Continued on the other side)




<PAGE>


- ------------------------------------------------
Primary Subscription Confirmation Number


- ------------------------------------------------
Depository Participant Number


- ------------------------------------------------
Contact Name


- ------------------------------------------------
Phone Number:


- ------------------------------------------------
Name of Nominee Holder

Address:
         ---------------------------------------

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

        ----------------------------------------
        City            State          Zip


By:
    --------------------------------------------

Name:
      ------------------------------------------

Title:
       -----------------------------------------

Dated:            , 2002
        ----------

*PLEASE ATTACH A BENEFICIAL OWNER LISTING CONTAINING THE RECORD DATE POSITION OF
RIGHTS OWNED, THE NUMBER OF PRIMARY SHARES SUBSCRIBED AND THE NUMBER OF
OVER-SUBSCRIPTION SHARES, IF APPLICABLE, REQUESTED BY EACH SUCH OWNER.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2D
<SEQUENCE>17
<FILENAME>ex2-dvii.txt
<DESCRIPTION>EXHIBIT 2(D)(VII)
<TEXT>

<PAGE>

EXHIBIT (d)(vii)
  DTC 0VER-SUBSCRIPTION

                       BOULDER GROWTH & INCOME FUND, INC.
                             RIGHTS FOR COMMON STOCK

                 DTC PARTICIPANT OVER-SUBSCRIPTION EXERCISE FORM

     THIS FORM IS TO BE USED ONLY BY DEPOSITORY TRUST COMPANY PARTICIPANTS TO
EXERCISE THE OVER-SUBSCRIPTION PRIVILEGE IN RESPECT OF RIGHTS WITH RESPECT TO
WHICH THE PRIMARY SUBSCRIPTION PRIVILEGE WAS EXERCISED IN FULL AND DELIVERED
THROUGH THE FACILITIES OF THE DEPOSITORY TRUST COMPANY. ALL OTHER EXERCISES OF
OVER-SUBSCRIPTION PRIVILEGES MUST BE EFFECTED BY THE DELIVERY OF THE
SUBSCRIPTION CERTIFICATES.

     THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE FUND'S
PROSPECTUS DATED ___________, 2002 (THE "PROSPECTUS") AND ARE INCORPORATED
HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM
THE SUBSCRIPTION AGENT BY CALLING 1-800-732-6518.

     VOID UNLESS RECEIVED BY THE SUBSCRIPTION AGENT BEFORE 5:00 P.M., EASTERN
TIME ON DECEMBER 20, 2002, UNLESS EXTENDED BY THE FUND (THE "EXPIRATION DATE").

     1. The undersigned hereby certifies to the Fund and the Subscription Agent
that it is a participant in The Depository Trust Company ("DTC") and that it has
either (i) fully exercised its Rights under the Primary Subscription and
delivered such exercised Rights to the Subscription Agent by means of transfer
to the DTC Account of the Subscription Agent or (ii) delivered to the
Subscription Agent a Notice of Guaranteed Delivery in respect of the exercise of
the Primary Subscription Privilege and will deliver the Rights called for in
such Notice of Guaranteed Delivery to the Subscription Agent by means of
transfer to such DTC Account of Subscription Agent.

     2. The undersigned hereby exercises the Over-Subscription Privilege to
purchase, to the extent available, _____________ shares of Common Stock and
certifies to the Fund and the Subscription Agent that such Over-Subscription
Privilege is being exercised for the account or accounts of persons (which may
include the undersigned) on whose behalf all Primary Subscription Rights have
been exercised.

     3. The undersigned understands that payment of the estimated Subscription
Price of $5.09 per share for each share of Common Stock subscribed for pursuant
to the Over-Subscription Privilege must be received by the Subscription Agent
before 5:00 P.M., Eastern time, on the Expiration Date, and represents that such
payment, in the aggregate amount of $_______, either (check Appropriate box):




<PAGE>

     [_]  has been or is being delivered to the Subscription Agent pursuant to
          the Notice of Guaranteed Delivery referred to above; or

     [_]  is being delivered to the Subscription Agent herewith; or

     [_]  has been delivered separately to the Subscription Agent.

In the case of funds not delivered pursuant to a Notice of Guaranteed Delivery,
the undersigned represents that payment is or was delivered in the manner set
forth below (check appropriate box and complete information relating thereto):

     [_]  uncertified check

     [_]  certified check

     [_]  bank draft

                          (Continued on the other side)




<PAGE>


- ------------------------------------------------
Primary Subscription Confirmation Number


- ------------------------------------------------
DTC Participant Number


- ------------------------------------------------
Name of DTC Participant

For allocation purposes, the total number of record date shares owned by the
persons on whose behalf this Over-Subscription Privilege is being exercised were
__________________.

Registration into which shares, interest and/or refund checks should be issued:

Name:
      ------------------------------------------

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

Address:
         ---------------------------------------

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

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

Certified TIN:
               ---------------------------------


By:
    --------------------------------------------

Name:

Title:

Contact Name:
              ----------------------------------

Phone Number:
              ----------------------------------

Dated:                   , 2002
       ------------------




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2D
<SEQUENCE>18
<FILENAME>ex2-dviii.txt
<DESCRIPTION>EXHIBIT 2(D)(VIII)
<TEXT>

<PAGE>

EXHIBIT (d)(viii)
  NOTICE OF GUARANTEED DELIVERY

                          NOTICE OF GUARANTEED DELIVERY

                          For Shares of Common Stock of
                       BOULDER GROWTH & INCOME FUND, INC.
                    Subscribed for under Primary Subscription
                         And Over-Subscription Privilege

As set forth in the Prospectus, this form or one substantially equivalent hereto
may be used as a means of effecting subscription and payment for all shares of
the Fund's Common Stock (the "Shares") subscribed for under the Primary
Subscription and the Over-Subscription Privilege. Such form may be delivered by
hand or sent by facsimile transmission, overnight courier or first class mail to
the Subscription Agent:

                           The Subscription Agent is:

                               Colbent Corporation
                             Attn: Corporate Actions
                               40 Campanelli Drive
                         Braintree, Massachusetts 02184

                     Confirm by Telephone to: (781) 575-4816

BY  MAIL:                                        BY OVERNIGHT COURIER:
Colbent Corporation                              Colbent Corporation
Attn:  Corporate Actions                         Attn:  Corporate Actions
P.O. Box 859208                                  40 Campanelli Drive
Braintree, Massachusetts  01285-9208             Braintree, Massachusetts  02184

BY HAND DELIVERY:                                BY FACSIMILE:
Securities Transfer & Reporting Services, Inc.   (781) 380-3388
c/o Colbent Corporation                          Confirm by telephone
100 William Street, Galleria                     to (781) 575-4816
New York, New York  10038

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTION VIA A
TELECOPY FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE, DOES NOT CONSTITUTE A
VALID DELIVERY.




<PAGE>

The New York Stock Exchange member firm, bank or trust company which completes
this form must communicate this guarantee and the number of Shares subscribed
for in connection with this guarantee (separately disclosed as to the Primary
Subscription and the Over-Subscription Privilege) to the Subscription Agent and
must deliver this Notice of Guaranteed Delivery, guaranteeing delivery of (a)
payment in full for all subscribed Shares and (b) a properly completed and
signed copy of the Subscription Certificate (which certificate and full payment
must then be delivered no later than the close of business on the third business
day after the Expiration Date, unless extended) to the Subscription Agent prior
to 5:00 P.M., New York time, on the Expiration Date, unless extended. Failure to
do so will result in a forfeiture of the Rights.

                                    GUARANTEE

The undersigned, a member firm of the New York Stock Exchange or a bank or trust
company having an office or correspondent in the United States, guarantees
delivery to the Subscription Agent by no later than 5:00 P.M. Eastern time, on
December 26, 2002 (unless extended as described in the Prospectus) of (a) a
properly completed and executed Subscription Certificate and (b) delivery of
payment in full of the Subscription Price for Shares (determined in accordance
with the formula set forth in the Prospectus) subscribed for on Primary
Subscription and for any additional Shares subscribed for pursuant to the
Over-Subscription Privilege, as subscription for such Shares is indicated herein
or in the Subscription Certificate.

                            (continued on other side)




<PAGE>

                              Broker Assigned Control No.
                                                          ----------------------

                     THE BOULDER GROWTH & INCOME FUND, INC.

<TABLE>
<S>                        <C>                      <C>                           <C>
1.  PRIMARY SUBSCRIPTION   Number of Rights to be   Number of Primary Shares      Payment to be made in connection
                           exercised                requested for which you are   with Primary Shares
                                                    guaranteeing delivery of
                                                    Rights and Payment

                           ____________ Rights      ____________ Shares           $________________

2.  OVER-SUBSCRIPTION                               Number of Over-Subscription   Payment to be made in connection
                                                    Shares requested for which    with Over-Subscription Shares
                                                    you are guaranteeing
                                                    payment

                                                    ____________ Shares           $_________________

3.  TOTALS                 Total Number of Rights
                           to be Delivered

                           ___________ Rights                                     $________________ Total Payment
</TABLE>

Method of delivery (circle one)

A. Through DTC

B. Direct to Colbent Corporation, as Subscription Agent. Please reference below
the registration of the Rights to be delivered.

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

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

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

Please assign a unique control number for each guarantee submitted. This number
needs to be referenced on any direct delivery of Rights or any delivery through
DTC. In addition, please note that if you are guaranteeing for Over-Subscription
Privilege Shares and are a DTC participant, you must also execute and forward to
Colbent Corporation a DTC Participant Over-Subscription Exercise Form.




<PAGE>


- --------------------------------------    --------------------------------------
Name of Firm                              Authorized Signature


- --------------------------------------    --------------------------------------
DTC Participant Number                    Title


- --------------------------------------    --------------------------------------
Address                                   Name  (Please print or type)


- --------------------------------------    --------------------------------------
                       Zip Code           Phone Number


- --------------------------------------    -------------------------------------
Contact Name                              Date




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2G
<SEQUENCE>19
<FILENAME>ex2-gi.txt
<DESCRIPTION>EXHIBIT 2(G)(I)
<TEXT>

<PAGE>

EXHIBIT (g)(i)
  INVESTMENT ADVISORY AGREEMENT (BIA)

                          INVESTMENT ADVISORY AGREEMENT

          THIS INVESTMENT ADVISORY AGREEMENT (this "Agreement") is made as of
the 26th of April, 2002, by and among BOULDER INVESTMENT ADVISERS, L.L.C., a
Colorado limited liability company (the "Adviser") and BOULDER GROWTH & INCOME
FUND, INC., a Maryland corporation (the "Fund").

     1. Investment Description; Appointment. The Fund desires to employ its
capital by investing and reinvesting in investments of the kind and in such
manner and to such extent as may from time to time be approved by the Board of
Directors of the Fund (the "Board"). The Fund desires to employ and hereby
appoints the Adviser to act as investment adviser to the Fund. Adviser hereby
accepts the appointment and agrees to furnish the services described herein for
the compensation set forth below.

     2. Services as Investment Adviser. Subject to the supervision and direction
of the Board, the Adviser will (a) act in accordance with the Investment Company
Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940, as the
same may be from time to time amended, (b) manage the Fund's portfolio on a
discretionary basis in accordance with its investment objectives and policies,
(c) make investment decisions and exercise voting rights in respect of portfolio
securities for the Fund, (d) place purchase and sale orders on behalf of the
Fund, (e) employ, at its own expense, professional portfolio managers and
securities analysts to provide research services to the Fund, (f) determine the
portion of the Fund's assets to be invested, from time to time, in various asset
classes (e.g., common stocks, fixed income securities, cash equivalents), (g)
determine the portion of the Fund's assets to be leveraged, from time to time,
and the form that such leverage will take, and (h) monitor and evaluate the
services provided by the Fund's investment sub-adviser(s), if any, under the
terms of the applicable investment sub-advisory agreement(s). In providing these
services, the Adviser will provide investment research and supervision of the
Fund's evaluation and, if appropriate, sale and reinvestment of the Fund's
assets. In addition, the Adviser will furnish the Fund with whatever statistical
information the Fund may reasonably request with respect to the securities that
the Fund may hold or contemplate purchasing.

     3. Co-Advisor to the Fund. Subject to the approval of the Board and where
required, the Fund's shareholders, the Fund will engage an investment
co-adviser, Stewart Investment Advisers, a Barbados international business
company and registered investment adviser under the Investment Advisers Act of
1940, in respect of all or a portion of the Fund's assets (the "Co-Adviser").
The Adviser and the Co-Adviser will be jointly responsible for providing the
services described in




<PAGE>

subparagraphs (b), (c), (d), (e), (f) and (g) in Paragraph 2 above and
Paragraphs 5 and 6 below (Information Provided to Fund) with respect to the
Fund's assets, although the Adviser will have primary responsibility for all
record-keeping and day-to-day business activities relating to the investment
operations of the Fund. In the event that the Co-Adviser's engagement is
terminated, the Adviser shall be responsible for furnishing the Fund with the
services theretofore performed by such Co-Adviser under the applicable
investment advisory agreement or arranging for a successor co-adviser or
sub-adviser, as the case may be, to provide such services under terms and
conditions acceptable to the Fund and the Board and subject to the requirements
of the 1940 Act.

     4. Engagement of Sub-Advisers to the Fund. Subject to the approval of the
Board and where required, the Fund's shareholders, the Adviser may engage an
investment sub-adviser or sub-advisers to provide advisory services in respect
of all or a portion of the Fund's assets (the "Sub-Advised Portion") and may
delegate to such investment sub-adviser(s) all or a portion of the
responsibilities described in subparagraphs (b), (c), (d), (e), (f) and (g) in
Paragraph 2 above and Paragraph 6 below (Information Provided to Fund) with
respect to the Sub-Advised Portion. In the event that an investment
sub-adviser's engagement has been terminated, the Adviser shall be responsible
for furnishing the Fund with the services required to be performed by such
investment sub-adviser(s) under the applicable investment sub-advisory
agreements or arranging for a successor co-adviser or sub-adviser, as the case
may be, to provide such services under terms and conditions acceptable to the
Fund and the Board and subject to the requirements of the 1940 Act.

     5. Brokerage. In executing transactions for the Fund and selecting brokers
or dealers, the Adviser will use its best efforts to seek the best overall terms
available. In assessing the best overall terms available for any Fund
transaction, the Adviser will consider all factors it deems relevant including,
but not limited to, breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer and the reasonableness of any commission for the specific transaction and
on a continuing basis. In selecting brokers or dealers to execute any
transaction and in evaluating the best overall terms available, the Adviser may
consider the brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934) provided to the Fund
and/or other accounts over which the Adviser or any affiliate exercises
investment discretion.

     6. Information Provided to the Fund. The Adviser will use its best efforts
to keep the Fund informed of developments materially affecting the Fund, and
will, on its own initiative, furnish the Fund from time to time with whatever
information the Adviser believes is appropriate for this purpose.

     7. Standard of Care. The Adviser shall exercise its best




<PAGE>

judgment in rendering the services described herein. The Adviser shall not be
liable for any error of judgment or mistake of law or omission or any loss
suffered by the Fund in connection with the matters to which this Agreement
relates, provided that nothing herein shall be deemed to protect or purport to
protect the Adviser against any liability to the Fund to which the Adviser would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Agreement ("Disabling
Conduct"). The Fund will indemnify the Adviser against, and hold it harmless
from, any and all losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses), including any amounts paid in
satisfaction of judgments, in compromise or as fines or penalties, not resulting
from Disabling Conduct by the Adviser. Indemnification shall be made only
following (i) a final decision on the merits by a court or other body before
whom the proceeding was brought that the Adviser was not liable by reason of
Disabling Conduct, or (ii) in the absence of such a decision, a reasonable
determination, based upon a review of the facts, that the Adviser was not liable
by reason of Disabling Conduct by (a) the vote of a majority of the Directors of
the Fund who are neither "interested persons" of the Fund nor parties to the
proceeding ("disinterested non-party Directors"), or (b) independent legal
counsel in a written opinion. The Adviser shall be entitled to advances from the
Fund for payment of the reasonable expenses incurred by it in connection with
the matter to which it is seeking indemnification in the manner and to the
fullest extent permissible under the law. The Adviser shall provide to the Fund
a written affirmation of its good faith belief that the standard of conduct
necessary for indemnification by the Fund has been met and a written undertaking
to repay any such advance if it should ultimately be determined that the
standard of conduct has not been met. In addition, at least one of the following
additional conditions shall be met: (a) the Adviser shall provide a security in
form and amount acceptable to the Fund for its undertaking; (b) the Fund is
insured against losses arising by reason of the advance; or (c) a majority of
disinterested non-party Directors, or independent legal counsel, in a written
opinion, shall have determined, based on a review of facts readily available to
the Fund at the time the advance is proposed to be made, that there is reason to
believe that the Adviser will ultimately be found to be entitled to
indemnification.

     8. Compensation. In consideration of the services rendered pursuant to this
Agreement, the Fund will pay the Adviser the Advisory Fee (as defined in the Fee
Schedule) such amount to be paid monthly, in the amount set forth in the fee
schedule attached hereto as Exhibit A (the "Fee Schedule"). The Advisory Fee
shall be the aggregate and entirety of all advisory fees to be paid by the Fund
and will be divided between the Adviser and the Co-Adviser as set forth in the
Fee Schedule, which fee split may be adjusted from time to time in the
discretion of the Board so long as the aggregate advisory fee does




<PAGE>

not exceed the Advisory Fee. The fee payable to Adviser for any period shorter
than a full calendar month shall be prorated according to the proportion that
such payment bears to the full monthly payment.

     9. Expenses. Except as indicated below, the Adviser will bear all expenses
in connection with the performance of its services under this Agreement,
including the fees payable to the Co-Adviser and to any investment sub-adviser
engaged pursuant to Paragraphs 3 or 4 of this Agreement. The Fund will bear
certain other expenses to be incurred in its operation, including organizational
expenses, taxes, interest, brokerage costs and commissions and stock exchange
fees; fees of Directors of the Fund who are not also officers, directors or the
employees of Adviser; Securities and Exchange Commission fees; state Blue Sky
qualification fees; charges of any custodian, any sub-custodians and transfer
and dividend-paying agents; insurance premiums; outside auditing and legal
expenses; costs of maintenance of the Fund's existence; membership fees in trade
associations; stock exchange listing fees and expenses; litigation and other
extraordinary or non-recurring expenses. Additionally, the Fund will bear the
reasonable travel-related expenses (or an appropriate portion thereof) to attend
Board of Directors' meetings for (i) the Fund's executive officers who are also
officers of the Adviser or the Co-Adviser and (ii) the Adviser's, Co-Adviser's
or a sub-adviser's portfolio manager(s) who are primarily responsible for
managing the Fund's portfolio.

     10. Services to other Companies or Accounts. The Fund understands that the
Adviser now acts, or may act in the future as an investment adviser to fiduciary
and other managed accounts or other trusts, or as investment adviser to one or
more other registered or unregistered investment companies, and the Fund has no
objection to the Adviser so acting. The Fund understands that the persons
employed by Adviser to assist in the performance of the Adviser's duties
hereunder will not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict the right of the Adviser or any
affiliate of the Adviser to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.

     11. Term of Agreement. This Agreement shall become effective as of the date
it is approved by a vote of a "majority" (as defined in the 1940 Act) of the
Fund's outstanding voting securities (the "Effective Date") and shall continue
for an initial two-year term and shall remain in effect from year to year so
long as such continuance is specifically approved by (a) a majority of the
Directors who are not "interested persons" of the Fund (as defined in the 1940
Act) and a majority of the full Board or (b) a majority of the outstanding
voting securities of the Fund (as defined in the 1940 Act). This Agreement is
terminable by a party hereto on sixty (60) days' written notice to the other
party. Any termination shall be without penalty and any notice of termination
shall be deemed given when received by the addressee.




<PAGE>

     12. No Assignment. This Agreement may not be transferred, assigned, sold or
in any manner hypothecated or pledged by any party hereto and will terminate
automatically in the event of its assignment (as defined in the 1940 Act). It
may be amended by mutual agreement, in writing, by the parties hereto.

     13. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto.

     14. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Colorado.

     15. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original for all purposes, and together shall
constitute one and the same Agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the date first above written.

ADVISER:                                       FUND:

BOULDER INVESTMENT ADVISERS,                   BOULDER GROWTH & INCOME FUND,
LLC, a Colorado limited liability company      INC., a Maryland corporation


/s/ Carl D. Johns                              /s/ Stephen C. Miller

By:  Carl D. Johns                             By:  Stephen C. Miller
Its: Assistant Manager                         Its: President




<PAGE>

                                    Exhibit A

                                  FEE SCHEDULE

          Adviser shall be paid after the end of each calendar month, a fee for
the previous month computed at the annual rate of 1.25% of the value of the
Fund's average monthly net assets (the "Advisory Fee"). For purposes of
calculating the Advisory Fee, the Fund's average monthly net assets will be
deemed to be the average monthly value of the Fund's total assets minus the sum
of the Fund's liabilities (excluding leverage borrowings such as bank or
institutional borrowings, preferred stock, bonds, debentures, etc.) and accrued
dividends.

          Notwithstanding the foregoing, until such time as more than 50% of the
value of the Fund's assets are invested in common stocks, the Advisory Fee shall
be computed as follows: (i) 0.04167% of the net asset value of the Fund less net
investment income for such month as of the close of business on the last
business day of the month (0.50% on an annual basis); plus (ii) 2.5% of the sum
of (a) the Fund's dividend and interest income; less (b) interest on borrowed
funds during such month.

          The Advisory Fee is the maximum aggregate fee that is to be paid to
the Adviser and any co-Adviser or sub-adviser under this and any other
co-advisory or sub-advisory agreements.

                    Fee Split Between Adviser and Co-Adviser

          The Advisory Fee shall initially be split among the Adviser and
Co-Adviser 25% to Boulder Investment Advisers LLC and 75% to Stewart Investment
Advisers.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2G
<SEQUENCE>20
<FILENAME>ex2-gii.txt
<DESCRIPTION>EXHIBIT 2(G)(II)
<TEXT>

<PAGE>

EXHIBIT (g)(ii)
  INVESTMENT ADVISORY AGREEMENT (SIA)

                          INVESTMENT ADVISORY AGREEMENT

          THIS INVESTMENT ADVISORY AGREEMENT (this "Agreement") is made as of
the 26th day of April, 2002, by and among STEWART INVESTMENT ADVISERS, a
Barbados international business company (the "Adviser") and BOULDER GROWTH &
INCOME FUND, INC., a Maryland corporation (the "Fund").

     1. Investment Description; Appointment. The Fund desires to employ its
capital by investing and reinvesting in investments of the kind and in such
manner and to such extent as may from time to time be approved by the Board of
Directors of the Fund (the "Board"). The Fund desires to employ and hereby
appoints the Adviser to act as investment adviser to the Fund. Adviser hereby
accepts the appointment and agrees to furnish the services described herein for
the compensation set forth below.

     2. Services as Investment Adviser. Subject to the supervision and direction
of the Board, the Adviser will (a) act in accordance with the Investment Company
Act of 1940 (the "1940 Act") and the Investment Advisers Act of 1940, as the
same may be from time to time amended, (b) manage the Fund's portfolio on a
discretionary basis in accordance with its investment objectives and policies,
(c) make investment decisions and exercise voting rights in respect of portfolio
securities for the Fund, (d) place purchase and sale orders on behalf of the
Fund, (e) employ, at its own expense, professional portfolio managers and
securities analysts to provide research services to the Fund, (f) determine the
portion of the Fund's assets to be invested, from time to time, in various asset
classes (e.g., common stocks, fixed income securities, cash equivalents), (g)
determine the portion of the Fund's assets to be leveraged, from time to time,
and the form that such leverage will take, and (h) monitor and evaluate the
services provided by the Fund's investment sub-adviser(s), if any, under the
terms of the applicable investment sub-advisory agreement(s). In providing these
services, the Adviser will provide investment research and supervision of the
Fund's evaluation and, if appropriate, sale and reinvestment of the Fund's
assets. In addition, the Adviser will furnish the Fund with whatever statistical
information the Fund may reasonably request with respect to the securities that
the Fund may hold or contemplate purchasing.

     3. Co-Advisor to the Fund. Subject to the approval of the Board and where
required, the Fund's shareholders, the Fund will engage an investment
co-adviser, Boulder Investment Advisers, LLC, a Colorado limited liability
company and registered investment adviser under the Investment Advisers Act of
1940, in respect of all or a portion of the Fund's assets (the "Co-Adviser").
The Adviser and the Co-Adviser will be jointly responsible for providing the
services described in




<PAGE>

subparagraphs (b), (c), (d), (e), (f) and (g) in Paragraph 2 above and
Paragraphs 5 and 6 below (Information Provided to Fund) with respect to the
Fund's assets, although the Adviser will have primary responsibility for all
record-keeping and day-to-day business activities relating to the investment
operations of the Fund. In the event that the Co-Adviser's engagement is
terminated, the Adviser shall be responsible for furnishing the Fund with the
services theretofore performed by such Co-Adviser under the applicable
investment advisory agreement or arranging for a successor co-adviser or
sub-adviser, as the case may be, to provide such services under terms and
conditions acceptable to the Fund and the Board and subject to the requirements
of the 1940 Act.

     4. Engagement of Sub-Advisers to the Fund. Subject to the approval of the
Board and where required, the Fund's shareholders, the Adviser may engage an
investment sub-adviser or sub-advisers to provide advisory services in respect
of all or a portion of the Fund's assets (the "Sub-Advised Portion") and may
delegate to such investment sub-adviser(s) all or a portion of the
responsibilities described in subparagraphs (b), (c), (d), (e), (f) and (g) in
Paragraph 2 above and Paragraph 6 below (Information Provided to Fund) with
respect to the Sub-Advised Portion. In the event that an investment
sub-adviser's engagement has been terminated, the Adviser shall be responsible
for furnishing the Fund with the services required to be performed by such
investment sub-adviser(s) under the applicable investment sub-advisory
agreements or arranging for a successor co-adviser or sub-adviser, as the case
may be, to provide such services under terms and conditions acceptable to the
Fund and the Board and subject to the requirements of the 1940 Act.

     5. Brokerage. In executing transactions for the Fund and selecting brokers
or dealers, the Adviser will use its best efforts to seek the best overall terms
available. In assessing the best overall terms available for any Fund
transaction, the Adviser will consider all factors it deems relevant including,
but not limited to, breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer and the reasonableness of any commission for the specific transaction and
on a continuing basis. In selecting brokers or dealers to execute any
transaction and in evaluating the best overall terms available, the Adviser may
consider the brokerage and research services (as those terms are defined in
Section 28(e) of the Securities Exchange Act of 1934) provided to the Fund
and/or other accounts over which the Adviser or any affiliate exercises
investment discretion.

     6. Information Provided to the Fund. The Adviser will use its best efforts
to keep the Fund informed of developments materially affecting the Fund, and
will, on its own initiative, furnish the Fund from time to time with whatever
information the Adviser believes is appropriate for this purpose.

     7. Standard of Care. The Adviser shall exercise its best judgment in
rendering the services described herein. The Adviser




<PAGE>

shall not be liable for any error of judgment or mistake of law or omission or
any loss suffered by the Fund in connection with the matters to which this
Agreement relates, provided that nothing herein shall be deemed to protect or
purport to protect the Adviser against any liability to the Fund to which the
Adviser would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence on its part in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement
("Disabling Conduct"). The Fund will indemnify the Adviser against, and hold it
harmless from, any and all losses, claims, damages, liabilities or expenses
(including reasonable counsel fees and expenses), including any amounts paid in
satisfaction of judgments, in compromise or as fines or penalties, not resulting
from Disabling Conduct by the Adviser. Indemnification shall be made only
following (i) a final decision on the merits by a court or other body before
whom the proceeding was brought that the Adviser was not liable by reason of
Disabling Conduct, or (ii) in the absence of such a decision, a reasonable
determination, based upon a review of the facts, that the Adviser was not liable
by reason of Disabling Conduct by (a) the vote of a majority of the Directors of
the Fund who are neither "interested persons" of the Fund nor parties to the
proceeding ("disinterested non-party Directors"), or (b) independent legal
counsel in a written opinion. The Adviser shall be entitled to advances from the
Fund for payment of the reasonable expenses incurred by it in connection with
the matter to which it is seeking indemnification in the manner and to the
fullest extent permissible under the law. The Adviser shall provide to the Fund
a written affirmation of its good faith belief that the standard of conduct
necessary for indemnification by the Fund has been met and a written undertaking
to repay any such advance if it should ultimately be determined that the
standard of conduct has not been met. In addition, at least one of the following
additional conditions shall be met: (a) the Adviser shall provide a security in
form and amount acceptable to the Fund for its undertaking; (b) the Fund is
insured against losses arising by reason of the advance; or (c) a majority of
disinterested non-party Directors, or independent legal counsel, in a written
opinion, shall have determined, based on a review of facts readily available to
the Fund at the time the advance is proposed to be made, that there is reason to
believe that the Adviser will ultimately be found to be entitled to
indemnification.

     8. Compensation. In consideration of the services rendered pursuant to this
Agreement, the Fund will pay the Adviser the Advisory Fee (as defined in the Fee
Schedule) such amount to be paid monthly, in the amount set forth in the fee
schedule attached hereto as Exhibit A (the "Fee Schedule"). The Advisory Fee
shall be the aggregate and entirety of all advisory fees to be paid by the Fund
and will be divided between the Adviser and the Co-Adviser as set forth in the
Fee Schedule, which fee split may be adjusted from time to time in the
discretion of the Board so long as the aggregate advisory fee does not exceed
the Advisory Fee. The fee payable to Adviser for any




<PAGE>

period shorter than a full calendar month shall be prorated according to the
proportion that such payment bears to the full monthly payment.

     9. Expenses. Except as indicated below, the Adviser will bear all expenses
in connection with the performance of its services under this Agreement,
including the fees payable to the Co-Adviser and to any investment sub-adviser
engaged pursuant to Paragraphs 3 or 4 of this Agreement. The Fund will bear
certain other expenses to be incurred in its operation, including organizational
expenses, taxes, interest, brokerage costs and commissions and stock exchange
fees; fees of Directors of the Fund who are not also officers, directors or the
employees of Adviser; Securities and Exchange Commission fees; state Blue Sky
qualification fees; charges of any custodian, any sub-custodians and transfer
and dividend-paying agents; insurance premiums; outside auditing and legal
expenses; costs of maintenance of the Fund's existence; membership fees in trade
associations; stock exchange listing fees and expenses; litigation and other
extraordinary or non-recurring expenses. Additionally, the Fund will bear the
reasonable travel-related expenses (or an appropriate portion thereof) to attend
Board of Directors' meetings for (i) the Fund's executive officers who are also
officers of the Adviser or the Co-Adviser and (ii) the Adviser's, Co-Adviser's
or a sub-adviser's portfolio manager(s) who are primarily responsible for
managing the Fund's portfolio.

     10. Services to other Companies or Accounts. The Fund understands that the
Adviser now acts, or may act in the future as an investment adviser to fiduciary
and other managed accounts or other trusts, or as investment adviser to one or
more other registered or unregistered investment companies, and the Fund has no
objection to the Adviser so acting. The Fund understands that the persons
employed by Adviser to assist in the performance of the Adviser's duties
hereunder will not devote their full time to such service and nothing contained
herein shall be deemed to limit or restrict the right of the Adviser or any
affiliate of the Adviser to engage in and devote time and attention to other
businesses or to render services of whatever kind or nature.

     11. Term of Agreement. This Agreement shall become effective as of the date
it is approved by a vote of a "majority" (as defined in the 1940 Act) of the
Fund's outstanding voting securities (the "Effective Date") and shall continue
for an initial two-year term and shall remain in effect from year to year so
long as such continuance is specifically approved by (a) a majority of the
Directors who are not "interested persons" of the Fund (as defined in the 1940
Act) and a majority of the full Board or (b) a majority of the outstanding
voting securities of the Fund (as defined in the 1940 Act). This Agreement is
terminable by a party hereto on sixty (60) days' written notice to the other
party. Any termination shall be without penalty and any notice of termination
shall be deemed given when received by the addressee.

     12. No Assignment. This Agreement may not be transferred,




<PAGE>

assigned, sold or in any manner hypothecated or pledged by any party hereto and
will terminate automatically in the event of its assignment (as defined in the
1940 Act). It may be amended by mutual agreement, in writing, by the parties
hereto.

     13. Entire Agreement. This Agreement constitutes the entire agreement
between the parties hereto.

     14. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Colorado.

     15. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original for all purposes, and together shall
constitute one and the same Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.

ADVISER:                                       FUND:

STEWART INVESTMENT ADVISERS, a                 BOULDER GROWTH & INCOME FUND,
Barbados international business company        INC., a Maryland corporation


/s/ Glade L. Christensen                       /s/ Stephen C. Miller
By:                                            By:
Glade L. Christensen                           Stephen C. Miller
Its: President                                 Its: President




<PAGE>

                                    Exhibit A

                                  FEE SCHEDULE

          Adviser shall be paid after the end of each calendar month, a fee for
the previous month computed at the annual rate of 1.25% of the value of the
Fund's average monthly net assets (the "Advisory Fee"). For purposes of
calculating the Advisory Fee, the Fund's average monthly net assets will be
deemed to be the average monthly value of the Fund's total assets minus the sum
of the Fund's liabilities (excluding leverage borrowings such as bank or
institutional borrowings, preferred stock, bonds, debentures, etc.) and accrued
dividends.

          Notwithstanding the foregoing, until such time as more than 50% of the
value of the Fund's assets are invested in equity securities, the Advisory Fee
shall be computed as follows: (i) 0.04167% of the net asset value of the Fund
less net investment income for such month as of the close of business on the
last business day of the month (0.50% on an annual basis); plus (ii) 2.5% of the
sum of (a) the Fund's dividend and interest income; less (b) interest on
borrowed funds during such month.

          The Advisory Fee is the maximum aggregate fee that is to be paid to
the Adviser and any co-Adviser or sub-adviser under this and any other
co-advisory or sub-advisory agreements.

                    Fee Split Between Adviser and Co-Adviser

          The Advisory Fee shall initially be split among the Adviser and
Co-Adviser 25% to Boulder Investment Advisers LLC and 75% to Stewart Investment
Advisers.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2I
<SEQUENCE>21
<FILENAME>ex2-i.txt
<DESCRIPTION>EXHIBIT 2(I)
<TEXT>

<PAGE>

EXHIBIT (i)
DEFERRED COMPENSATION PLAN OF KALMAN J. COHEN, DIRECTOR

                            USLIFE INCOME FUND, INC.

                           DEFERRED COMPENSATION PLAN
                           AS AMENDED AUGUST 13, 1986

1. Eligibility

     Each member of the Board of Directors of USLIFE Income Fund, Inc. (the"
Fund") who is not also an employee of the Fund, or any of its subsidiaries, is
eligible to participate in this Deferred Compensation Plan (the "Plan"),
pursuant to the terms and conditions as described herein.

2. Participation by Non-Employee Directors

     (a) On the date of adoption of this Plan and at any time thereafter, each
non-employee Director may elect to participate in the Plan by directing that all
or part of the compensation which would otherwise have been payable to him for
services as a Director (including any fees payable for services as a member of a
committee of a Board) shall be credited to a deferred compensation account
subject to the terms of the Plan.

     (b) An election to participate in the Plan shall be in the form of a
document executed by a non-employee Director and filed with the Secretary of the
Fund, and such election shall continue in effect until such non-employee
Director ceases to be a Director or is otherwise ineligible for the Plan, or
until such non-employee Director terminates such election, in whole or in part,
by written notice filed with the Secretary of the Fund. Any such termination, in
whole or in part, shall become effective at the close of the calendar quarter
ending immediately following the date on which the Secretary receives such
notice with respect to all compensations and fees payable thereafter, or at the
termination of such later calendar quarter as may be designated in the notice of
termination.

     (c) A non-employee Director who has filed a termination of election may
thereafter file an election to participate for any future calendar quarters, at
any time with respect to compensation and fees payable to him as a non-employee
Director of the Fund. Such election shall be as provided in paragraph 2(b)
hereof.




<PAGE>

3. Deferred Compensation Accounts

     (a) All deferred accounts shall be held with the general funds of the Fund.
shall be credited to an account in the name of the individual Director and shall
bear interest. as described herein, from the date such fees were first awarded
or would otherwise have been paid.

     (b) The participant's deferred compensation account shall be credited at
the end of each quarter with an interest equivalent. The interest equivalent
shall be calculated at the rate of 2-1/2% quarterly (or such other rate as is
set by the Board), which rate shall be applied to the amounts in each
participant's account at the beginning of such quarter.

     (c) The Board of Directors intends to review and set the interest rate
described in Section 3(b) at least annually in the light of current economic
conditions. provided however, that in the event that the rate is not modified
the interest equivalent shall continue to be calculated at the rate as last set
forth by the Board of Directors.

4. Distribution

     (a) Each non-employee Director who elects to participate in this Plan may
make an election or may modify any prior election with respect to the
distribution of the amounts deferred under the Plan plus accumulated interest in
a single lump sum or annual installments. Elections for distribution and any
designation of beneficiary (which designation may name an entity other than a
natural person) shall first be made by non-employee Directors at the time that
they elect to participate in the Plan. Any modification of a prior election to
receive payment in a lump sum or annual installments shall be made no later than
the end of the calendar year preceding the year in which a non-employee Director
ceases to serve as a Director. Any beneficiary designation, change or
cancellation may be made at any time. A Director may elect to receive amounts
deferred under the Plan plus accumulated interest in one payment or in some
other number of approximately equal annual installments (not exceeding 10). The
first installment (or the single payment if so elected) shall be paid on the
tenth day of the calendar year immediately following the year in which a
non-employee Director ceases to be a Director of the Fund. Subsequent
installments, if any, shall be paid on the tenth day of each succeeding calendar
year until the entire amount credited to the individual's account shall have
been paid in full. Amounts held pending distribution pursuant to this paragraph
shall continue to accrue interest as provided in Section 3 of this Plan until
the date of distribution.

     (b) The election or any modification of a prior election with respect to
the distribution of amounts deferred under the Plan plus accumulated interest
shall be contained in a Notice of Election in a form provided by the Secretary
of the Fund. and shall be executed by the Director and filed with the Secretary
of the Fund.




<PAGE>

     (c) Notwithstanding any election made by a Director, in the event such
Director becomes a proprietor, officer, partner, employee, or otherwise
affiliated with any business that is in competition with the Fund or any of its
subsidiaries, directly or indirectly, or becomes employed by any governmental
agency having jurisdiction over the activities of the Fund or any of its
subsidiaries, the entire balance of his deferred fees, including interest, shall
be paid immediately to him in a single payment.

     (d) If a Director should die before full payment of all amounts credited to
his account, the balance of his account shall be paid either

(1) in a single lump sum payment on the tenth day of the calendar year
immediately following the date of his death to (i) his designated beneficiary or
beneficiaries, if a single lump sum payment has been elected for them; or (ii)
his estate, if no beneficiaries have been named or the designated beneficiaries
have predeceased the Director,

OR,

(2) in approximately equal annual installments to his designated beneficiary or
beneficiaries in the number of annual installments (not exceeding ten) elected
for the beneficiary so long as the number of any prior, annual installments paid
to the Director and those elected for the beneficiary do not exceed 10.

     (e) A Director shall bear full responsibility for the accuracy and legal
sufficiency of any such beneficiary designation. At any time, and from time to
time, any such designation may be changed or cancelled by the Director without
the consent of any beneficiary. Any such designation, change or cancellation
must be by written notice filed with the Secretary of the Fund and shall not be
effective until received by the Secretary. If a Director designates more than
one beneficiary, any payments to such beneficiaries shall be made in equal
shares unless the Director has designated otherwise. In the absence of a written
notice contesting a beneficiary designation or otherwise contesting a
distribution received by the Secretary of the Fund before the date of
distribution, distribution will be made in accordance with the beneficiary
designation of record.

5. Miscellaneous

     (a) No deferred compensation or fees or interest thereon provided for in
this Plan shall be subject to assignment, attachment, lien, levy, or other
creditors' rights under state or federal law.

     (b) The Fund shall not be required to reserve, or otherwise set aside,
funds for the payment of its obligations hereunder.




<PAGE>

     (c) Copies of the Plan and any and all amendments thereto shall be made
available at all reasonable times at the office of the Secretary of the Fund to
all non-employee Directors.

     (d) This Deferred Compensation Plan may be amended prospectively, from time
to time, by the Board of Directors of the Fund, and the interest rate applicable
hereunder may be set prospectively by the Board as provided in Section 3 hereof,
but no amendment shall, in any event, be made to the Plan which would reduce the
amounts already earned by any non-employee Director or change the date or
provisions for distribution of such amounts. unless each non-employee Director
personally approves such amendments insofar as the amendments affect him.




<PAGE>

                            USLIFE INCOME FUND, INC.

        NOTICE OF ELECTION TO DEFER NON-EMPLOYEE DIRECTOR'S COMPENSATION

Pursuant to the terms of the unfunded Deferred Compensation Plan of USLIFE
Income Fund, Inc., adopted at a meeting of the Board of Directors held on
November 1, 1979, and as amended January 11, 1984 and August 13,1986, at which
times a quorum was present and at all times acting, I hereby elect to defer
receipt of (specify portion, e.g. all, half, or a percentage or dollar amount)
of my compensation payable to and receivable by me in consideration for my
services as a non-employee Director of USLIFE Income Fund, Inc. (including fees
payable for services as a member of a committee of the Board) effective
_________________. Such election shall continue in effect until such time as I
file written notice of termination (or a change in the amount of compensation to
be deferred) with the Secretary of USLIFE Income Fund, Inc., or such time as I
cease to be a non-employee Director of become otherwise ineligible for the Plan.

I also hereby elect that all amounts deferred under the Plan, together with
accumulated interest, shall be distributed to me in ________ (specify number not
exceeding 10) equal annual installments), of which the first installment (or the
single payment, if so elected) shall be paid on the tenth day of the calendar
year immediately following the year in which I cease to be a Director of USLIFE
Income Fund, Inc. and subsequent installments, if any, shall be paid on the
tenth day of each succeeding calendar year until the entire amount credited to
my account shall have been paid in full.* I understand that in the event of my
death, all amounts deferred pursuant to this Plan, together with accumulated
interest, shall be payable in full in accordance with my Designation of
Beneficiary on file with the Secretary of USLIFE Income Fund, Inc. or, if no
beneficiaries have been named or the beneficiaries have predeceased me, to my
estate on the tenth day of the calendar year immediately following date of
death.


                                                  Director

                                                  Date:

Please return this form to Richard G. Hohn. Vice President -Secretary, USLIFE
Income Fund, Inc., 125 Maiden Lane, New York, NY 10038)

                                                  Received:
                                                  Vice President-Secretary
                                                  Richard G. Hohn.
                                                  Date:




<PAGE>

* Modifications of prior elections with respect to the distribution of amounts
deferred under the Plan may be made no later than the end of the calendar year
preceding the year in which a non-employee Director ceases to serve as a
Director. Any beneficiary designation, change or cancellation may be made at any
time.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2J
<SEQUENCE>22
<FILENAME>ex2-j.txt
<DESCRIPTION>EXHIBIT 2(J)
<TEXT>

<PAGE>

EXHIBIT (j)
  CUSTODY AGREEMENT

                               CUSTODIAN CONTRACT

     This Contract between USLIFE Income Fund, Inc., a corporation organized and
existing under the laws of Maryland, having its principal place of business at
2929 Allen Parkway, Houston, Texas 77019, hereinafter called the "Fund", and
State Street Bank and Trust Company, a Massachusetts trust company, having its
principal place of business at 225 Franklin Street, Boston, Massachusetts 02110,
hereinafter called the "Custodian".

                                   WITNESSETH:

     That in consideration of the mutual covenants and agreements hereinafter
contained, the parties hereto agree as follows:

1. Employment of Custodian and Property to be Held by It.

     The Fund hereby employs the Custodian as the custodian of its assets to be
held in the United States pursuant to the provisions of the Fund's Articles of
Incorporation (the "Articles"). The Fund agrees to deliver to the Custodian all
securities and cash owned by it, and all payments of income, payments of
principal or capital distributions received by it with respect to all securities
owned by the Fund from time to time, and the cash consideration received by it
for such new or treasury shares of capital stock of the Fund ("Shares") as may
be issued or sold from time to time. The Custodian shall not be responsible for
any property of the Fund held or received by the Fund and not delivered to the
Custodian.

     Upon receipt of Proper Instructions (as such term is defined Section 3
below), the Custodian shall from time to time employ one or more sub-custodians
located in the United States, but only in accordance with an applicable vote by
the Board of Directors of the Fund (the "Board of Directors") and provided that
the Custodian shall have no more or less responsibility or liability to the Fund
on account of any actions or omissions of any sub-custodian so employed than any
such sub-custodian has to the Custodian.

2. Duties of the Custodian with Respect to Property of the Fund Held By the
Custodian in the United States.

     2.1 Holding Securities. The Custodian shall hold and physically segregate
for the account of the Fund all non-cash property of the Fund to be held in the
United States, including all securities owned by the Fund, other than (a)
securities which are maintained pursuant




<PAGE>

to Section 2.8 in a clearing agency which acts as a securities depository or in
a book-entry system authorized by the U.S. Department of the Treasury (each a
"Securities System") and (b) commercial paper of an issuer for which State
Street Bank and Trust Company acts as issuing and paying agent ("Direct Paper")
which is deposited and/or maintained in the Direct Paper System of the Custodian
(the "Direct Paper System") pursuant to Section 2.9.

     2.2 Delivery of Securities. The Custodian shall release and deliver
domestic securities owned by the Fund held by the Custodian or in a Securities
System account of the Custodian or in the Custodian's Direct Paper System.
account (the "Direct Paper System Account") only upon receipt of Proper
Instructions (as such term is defined Section 3 below), which may be continuing
instructions when deemed appropriate by the parties, and only in the following
cases:

     (a) Upon sale of such securities for the account of the Fund and receipt of
payment therefore;

     (b) Upon the receipt of payment in connection with any repurchase agreement
related to such securities entered into by the Fund;

     (c) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 2.8 hereof;

     (d) To the depository agent in connection with tender or other similar
offers for securities of the Fund;

     (e) T o the issuer thereof or its agent when such securities are called,
redeemed, retired or otherwise become payable; provided that, in any such case,
the cash or other consideration is to be delivered to the Custodian;

     (f) To the issuer thereof, or its agent, for transfer into the name of the
Fund or into the name of any nominee or nominees of the Custodian or into the
name or nominee name of any agent appointed pursuant to Section 2.7 or into the
name or nominee name of any sub-custodian appointed pursuant to Section 1; or
for exchange for a different number of bonds, certificates or other evidence
representing the same aggregate face amount or number of units; provided that,
in any such case, the new securities are to be delivered to the Custodian;

     (g) Upon the sale of such securities for the account of the Fund, to the
broker or its clearing agent, against a receipt, for examination in accordance
with "street delivery" custom; provided that in any such case, the Custodian
shall have no responsibility or liability for any loss arising from the delivery
of such securities




<PAGE>

prior to receiving payment for such securities except as may arise from the
Custodian's own negligence or willful misconduct;

     (h) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment of the
securities of the issuer of such securities, or pursuant to provisions for
conversion contained in such securities, or pursuant to any deposit agreement;
provided that, in any such case, the new securities and cash, if any, are to be
delivered to the Custodian;

     (i) In the case of warrants, rights or similar securities, the surrender
thereof in the exercise of such warrants, rights or similar securities or the
surrender of interim receipts or temporary securities for definitive securities;
provided that, in any such case, the new securities and cash, if any, are to be
delivered to the Custodian;

     (j) For delivery in connection with any loans of securities made by the
Fund, but only against receipt of adequate collateral as agreed upon from time
to time by the Custodian and the Fund, which may be in the form of cash or
obligations issued by the United States government, its agencies or
instrumentalities, except that in connection with any loans for which collateral
is to be credited to the Custodian's account in the book-entry system authorized
by the U.S. Department of the Treasury, the Custodian will not be held liable or
responsible for the delivery of securities owned by the Fund prior to the
receipt of such collateral;

     (k) For delivery as security in connection with any borrowing by the Fund
requiring a pledge of assets by the Fund, but only against receipt of amounts
borrowed;

     (l) For delivery in accordance with the provisions of any agreement among
the Fund, the Custodian and a broker-dealer registered under the Securities
Exchange Act of 1934 (the "Exchange Act") and a member of The National
Association of Securities Dealers, Inc. ("NASD"), relating to compliance with
the rules of The Options Clearing Corporation and of any registered national
securities exchange, or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by the Fund;

     (m) For delivery in accordance with the provisions of any agreement among
the Fund, the Custodian, and a Futures Commission Merchant registered under the
Commodity Exchange Act, relating to compliance with the rules of the Commodity
Futures Trading Commission and/or any contract market, or any similar
organization or organizations, regarding account deposits in connection with
transactions by the Fund; or




<PAGE>

     (n) For any other proper purpose, but only upon receipt of, in addition to
Proper Instructions (as such term is defined in Section 3 below), a certified
copy of a resolution of the Board of Directors or of the Fund's Executive
Committee signed by an officer and certified by the Secretary or an Assistant
Secretary thereof (a "Certified Resolution"), specifying the securities of the
Fund to be delivered, setting forth the purpose for which such delivery is to be
made, declaring such purpose to be a proper corporate purpose, and naming the
person or persons to whom delivery of such securities shall be made.

     2.3 Registration of Securities. Securities held by the Custodian (other
than bearer securities) shall be registered in the name of the Fund or in the
name of any nominee of the Fund or of any nominee of the Custodian which nominee
shall be assigned exclusively to the Fund, unless the Fund has authorized in
writing the appointment of a nominee to be used in common with other registered
investment companies having the same investment adviser as the Fund, or in the
name or nominee name of any agent appointed pursuant to Section 2.7 or in the
name or nominee name of any sub-custodian appointed pursuant to Section 1. All
securities accepted by the Custodian on behalf of the Fund under the terms of
this Contract shall be in "street name" or other good delivery form. If,
however, the Fund directs the Custodian to maintain securities in "street name",
the Custodian shall utilize its best efforts only to timely collect income due
the Fund on such securities and to notify the Fund on a best efforts basis only
of relevant corporate actions including, without limitation, pendency of calls,
maturities, tender or exchange offers.

     2.4 Bank Accounts. The Custodian shall open and maintain a separate bank
account or accounts in the United Stated in the name of the Fund, subject only
to draft or order by the Custodian acting pursuant to the terms of this
Contract, and shall hold in such account or accounts, subject to the provisions
hereof, all cash received by it from or for the account of the Fund, other than
cash maintained by the Fund in a bank account established and used in accordance
with Rule 17f-3 under the Investment Company Act of 1940, as amended (the "1940
Act"). Funds held by the Custodian for the Fund may be deposited by it to its
credit as Custodian in the Banking Department of the Custodian or in such other
banks or trust companies as it may in its discretion deem necessary or
desirable; provided, however, that every such bank or trust company shall be
qualified to act as a custodian under the 1940 Act and that each such bank or
trust company and the funds to be deposited with each such bank or trust company
shall be approved by vote of a majority of the Board of Directors. Such funds
shall be deposited by the Custodian in its capacity as Custodian and shall be
withdrawable by the Custodian only in that capacity.

     2.5 Collection of Income. Subject to the provisions of Section 2.3, the
Custodian shall collect on a timely basis all income and




<PAGE>

other payments with respect to registered domestic securities held hereunder to
which the Fund shall be entitled either by law or pursuant to custom in the
securities business, and shall collect on a timely basis all income and other
payments with respect to domestic bearer securities if, on the date of payment
by the issuer, such securities are held by the Custodian or its agent thereof
and shal1 credit such income, as collected, to the Fund's custodian account.
Without limiting the generality of the foregoing, the Custodian shall detach and
present for payment all coupons and other income items requiring presentation as
and when they become due and shall collect interest when due on securities held
hereunder. Income due the Fund on securities loaned pursuant to the provisions
of Section 2.2 (j ) shall be the responsibility of the Fund. The Custodian will
have no duty or responsibility in connection therewith, other than to provide
the Fund with such information or data as may be necessary to assist the Fund in
arranging for the timely delivery to the Custodian of the income to which the
Fund is properly entitled.

     2.6 Payment of Fund Monies. Upon receipt of Proper Instructions (as such
term is defined in Section 3 below), which may be continuing instructions when
deemed appropriate by the parties, the Custodian shall payout monies of the Fund
in the following cases only:

     (a) Upon the purchase of domestic securities, options, futures contracts or
options on futures contracts for the account of the Fund but only (a) against
the delivery of such securities or evidence of title to such options, futures
contracts or options on futures contracts to the Custodian (or any bank, banking
firm or trust company doing business in the United States or abroad which is
qualified under the 1940 Act to act as a custodian and has been designated by
the Custodian as its agent for this purpose) registered in the name of the Fund
or in the name of a nominee of the Custodian referred to in Section 2.3 hereof
or in proper form for transfer; (b) in the case of a purchase effected through a
Securities System, in accordance with the conditions set forth in Section 2.8
hereof; (c) in the case of a purchase involving the Direct Paper System, in
accordance with the conditions set forth in Section 2.9; (d) in the case of
repurchase agreements entered into between the Fund and the Custodian, or
another bank, or a broker-dealer which is a member of NASD, (i) against delivery
of the securities either in certificate form or through an entry crediting the
Custodian's account at the Federal Reserve Bank with such securities or (ii)
against delivery of the receipt evidencing purchase by the Fund of securities
owned by the Custodian along with written evidence of the agreement by the
Custodian to repurchase such securities from the Fund or (e) for transfer to a
time deposit account of the Fund in any bank or thrift institution; such
transfer may be effected prior to receipt of a continuation from a broker and/or
the applicable bank pursuant to Proper Instructions (as such term is defined in
Section 3 below);




<PAGE>

     (b) In connection with conversion, exchange or surrender of securities
owned by the Fund as set forth in Section 2.2 hereof;

     (c) For the payment of any expense or liability incurred by the Fund,
including but not limited to the following payments for the account of the Fund:
interest, taxes, management, accounting, transfer agent and legal fees, and
operating expenses of the Fund whether or not such expenses are to be in whole
or part capitalized or treated as deferred expenses;

     (d) For the payment of any dividends declared pursuant to the governing
documents of the Fund;

     (e) For payment of the amount of dividends on Shares received in respect of
securities sold short; or

     (f) For any other proper purpose, but only upon receipt of, in addition to
Proper Instructions (as such term is defined in Section 3 below), a Certified
Resolution specifying the amount of such payment, setting forth the purpose for
which such payment is to be made, declaring such purpose to be a proper
corporate purpose, and naming the person or persons to whom such payment is to
be made.

     2.7 Appointment of Agents. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or trust company
which is itself qualified under the 1940 Act to act as a custodian, as its agent
to carry out such of the provisions of this Section 2 as the Custodian may from
time to time direct; provided, however, that the appointment of any agent shall
not relieve the Custodian of its responsibilities or liabilities hereunder.

     2.8 Deposit of Fund Assets in Securities Systems. The Custodian may deposit
and/or maintain securities owned by the Fund in a Securities System in
accordance with applicable Federal Reserve Board and Securities and Exchange
Commission rules and regulations, if any, and subject to the following
provisions:

     (a) The Custodian may keep securities of the Fund in a Securities System
provided that such securities are represented in an account of the Custodian in
the Securities System (a "Securities System Account") which Account shall not
include any assets of the Custodian other than assets held as a fiduciary,
custodian or otherwise for customers;

     (b) The records of the Custodian with respect to securities of the Fund
which are maintained in a Securities System shall identify by book-entry those
securities belonging to the Fund;

     (c) The Custodian shall pay for securities purchased for the account of the
Fund upon (i) receipt of advice from the Securities




<PAGE>

System that such securities have been transferred to the Securities System
Account, and (ii) the making of an entry on the records of the Custodian to
reflect such payment and transfer for the account of the Fund. The Custodian
shall transfer securities sold for the account of the Fund upon (i) receipt of
advice from the Securities System that payment for such securities has been
transferred to the Securities System Account, and (ii) the making of an entry on
the records of the Custodian to reflect such transfer and payment for the
account of the Fund. Copies of all advices from the Securities System of
transfers of securities for the account of the Fund shall identify the Fund, be
maintained for the Fund by the Custodian and be provided to the Fund at its
request. Upon request, the Custodian shall furnish the Fund confirmation of each
transfer to or from the account of the Fund in the form of a written advice or
notice and shall furnish to the Fund copies of daily transaction sheets
reflecting each day's transactions in the Securities System for the account of
the Fund;

     (d) The Custodian shall provide the Fund with any report obtained by the
Custodian on the Securities System's accounting system, internal accounting
control and procedures for safeguarding securities deposited in the Securities
System;

     (e) The Custodian shall have received the initial or annual certificate
required by Section 12 hereof; and

     (f) Anything to the contrary in this Contract notwithstanding, the
Custodian shall be liable to the Fund for any loss or damage to the Fund
resulting from use of the Securities System by reason of any negligence,
misfeasance or misconduct of the Custodian or any of its agents or of any of its
or their employees or from failure of the Custodian or any such agent to enforce
effectively such rights as it may have against the Securities System; at the
election of the Fund, it shall be entitled to be subrogated to the rights of the
Custodian with respect to any claim against the Securities System or any other
person which the Custodian may have as a consequence of any such loss or damage
if and to the extent that the Fund has not been made whole for any such loss or
damage.

     2.9 Fund Assets Held in the Direct Paper System. The Custodian may deposit
and/or maintain securities owned by the Fund in the Direct Paper System subject
to the following provisions:

     (a) No transaction relating to securities in the Direct Paper System will
be effected in the absence of Proper Instructions (as such term is defined in
Section 3 below);

     (b) The Custodian may keep securities of the Fund in the Direct Paper
System only if such securities are represented in the Direct Paper System
Account which Direct Paper System Account shall not




<PAGE>

include any assets of the Custodian other than assets held as a fiduciary,
custodian or otherwise for customers;

     (c) The records of the Custodian with respect to securities of the Fund
which are maintained in the Direct Paper System shall identify by book-entry
those securities belonging to the Fund;

     (d) The Custodian shall pay for securities purchased for the account of the
Fund upon the making of an entry on the records of the Custodian to reflect such
payment and transfer of securities to the account of the Fund. The Custodian
shall transfer securities sold for the account of the Fund upon the making of an
entry on the records of the Custodian to reflect such transfer and receipt of
payment for the account of the Fund;

     (e) The Custodian shall furnish the Fund confirmation of each transfer to
or from the account of the Fund, in the form of a written advice or notice, of
Direct Paper on the next business day following such transfer and shall furnish
to the Fund copies of daily transaction sheets reflecting each day's transaction
in the Securities System for the account of the Fund; and

     (f) The Custodian shall provide the Fund with any report on its system of
internal accounting control as the Fund may reasonably request from time to
time.

     2.10 Segregated Account. The Custodian shall upon receipt of Proper
Instructions (as such term is defined Section 3 below) establish and maintain a
segregated account or accounts for and on behalf of the Fund, into which account
or accounts may be transferred cash and/or securities, including securities
maintained in an account by the Custodian pursuant to Section 2.8 hereof, (i) in
accordance with the provisions of any agreement among the Fund, the Custodian
and a broker-dealer registered under the Exchange Act and a member of the NASD
(or any futures commission merchant registered under the Commodity Exchange
Act), relating to compliance with the rules of The Options Clearing Corporation
and of any registered national securities exchange (or the Commodity Futures
Trading Commission or any registered contract market), or of any similar
organization or organizations, regarding escrow or other arrangements in
connection with transactions by the Fund, (ii) for purposes of segregating cash
or government securities in connection with options purchased, sold or written
by the Fund or commodity futures contracts or options thereon purchased or sold
by the Fund, (iii) for the purposes of compliance by the Fund with the
procedures required by Investment Company Act Release No. 10666, or any
subsequent release or releases of the Securities and Exchange Commission
relating to the maintenance of segregated accounts by registered investment
companies and (iv) for other proper purposes, but only upon receipt of, in
addition to Proper Instructions (as such term is defined Section 3 below), a
Certified




<PAGE>

Resolution setting forth the purpose or purposes of such segregated account and
declaring such purpose to be a proper corporate purpose.

     2.11 Ownership Certificates for Tax Purposes. The Custodian shall execute
ownership and other certificates and affidavits for all federal and state tax
purposes in connection with receipt of income or other payments with respect to
domestic securities of the Fund held by it and in connection with transfers of
such securities.

     2.12 Proxies. The Custodian shall, with respect to the domestic securities
held hereunder, cause to be promptly executed by the registered holder of such
securities, if the securities are registered otherwise than in the name of the
Fund or a nominee of the Fund, all proxies, without indication of the manner in
which such proxies are to be voted, and shall promptly deliver to the Fund such
proxies, all proxy soliciting materials and all notices relating to such
securities.

     2.13 Communications Relating to Fund Securities. Subject to the provisions
of Section 2.3, the Custodian shall transmit promptly to the Fund all written
information (including, without limitation, pendency of calls and maturities of
domestic securities and expirations of rights in connection therewith and
notices of exercise of call and put options written by the Fund and the maturity
of futures contracts purchased or sold by the Fund) received by the Custodian
from issuers of the securities being held for the Fund. With respect to tender
or exchange offers, the Custodian shall transmit promptly to the Fund all
written information received by the Custodian from issuers of the securities
whose tender or exchange is sought and from the party (or his agents) making the
tender or exchange offer. If the Fund desires to take action with respect to any
tender offer, exchange offer or any other similar transaction, the Fund shall
notify the Custodian at least three business days prior to the date on which the
Custodian is to take such action.

3. Proper Instructions.

     Proper Instructions, as such term is used throughout this Contract, means a
writing signed or initialed by one or more person or persons as the Board of
Directors shall have from time to time authorized. Each such writing shall set
forth the specific transaction or type of transaction involved, including a
specific statement of the purpose for which such action is requested. Oral
instructions will be considered Proper Instructions if the Custodian reasonably
believes them to have been given by a person authorized to give such
instructions with respect to the transaction involved. The Fund shall cause all
oral instructions to be confirn1ed in writing. Upon receipt of a certificate of
the Secretary or an Assistant Secretary as to the authorization by the Board of
Directors accompanied by a detailed




<PAGE>

description of procedures approved by the Board of Directors, Proper
Instructions may include communications effected directly between
electro-mechanical or electronic devices provided that the Board of Directors
and the Custodian are satisfied that such procedures afford adequate safeguards
for the Fund's assets. For purposes of this Section, Proper Instructions shall
include instructions received by the Custodian pursuant to any three-party
agreement which requires a segregated asset account in accordance with Section
2.10.

4. Actions Permitted without Express Authority.

     The Custodian may in its discretion, without express authority from the
Fund:

     (a) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under this Contract,
provided that all such payments shall be accounted for to the Fund;

     (b) surrender securities in temporary form for securities in definitive
form;

     (c) endorse for collection, in the name of the Fund, checks, drafts and
other negotiable instruments; and

     (d) in general, attend to all non-discretionary details in connection with
the sale, exchange, substitution, purchase, transfer and other dealings with the
securities and property of the Fund except as otherwise directed by the Board of
Directors.

5. Evidence of Authority.

     The Custodian shall be protected in acting upon any instructions, notice,
request, consent, certificate or other instrument or paper believed by it to be
genuine and to have been properly executed by or on behalf of the Fund. The
Custodian may receive and accept a Certified Resolution as conclusive evidence
(a) of the authority of any person to act in accordance with such vote or (b) of
any determination or of any action by the Board of Directors pursuant to the
Articles as described in such vote, and such vote may be considered as in full
force and effect until receipt by the Custodian of written notice to the
contrary.

6. Duties of Custodian with Respect to the Books of Account and Calculation of
Net Asset Value and Net Income.




<PAGE>

     The Custodian shall cooperate with and supply necessary information to the
entity or entities appointed by the Board of Directors to keep the books of
account of the Fund and/or compute the net asset value per Share. If so
directed, the Custodian shall calculate weekly the net income related to
domestic Fund assets held hereunder as described in the Fund's currently
effective prospectus, shall advise the Fund weekly of the total amounts of such
net income and, if instructed in writing by an officer of the Fund to do so,
shall advise the Fund periodically of the division of such net income among its
various components.

7. Records.

     The Custodian shall create and maintain all records relating to its
activities and obligations under this Contract in such manner as will meet the
obligations of the Fund under the 1940 Act, with particular attention to Section
31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the
property of the Fund and shall at all times during the regular business hours of
the Custodian be open for inspection by duly authorized officers, employees or
agents of the Fund and employees and agents of the Securities and Exchange
Commission. The Custodian shall, at the Fund's request, supply, the Fund with a
tabulation of securities owned by the Fund and held by the Custodian and shall,
when requested to do so by the Fund and for such compensation as shall be agreed
upon between the Fund and the Custodian, include certificate numbers in such
tabulations.

8. Opinion of Fund's Independent Accountant.

     The Custodian shall take all reasonable action, as the Fund may from time
to time request, to obtain from year to year favorable opinions from the Fund's
independent accountants with respect to its activities hereunder in connection
with the preparation of the Fund's Form N-2 and Form N-SAR or other annual
reports to the Securities and Exchange Commission and with respect to any other
requirements thereof.

9. Reports to Fund by Independent Public Accountants.

     The Custodian shall provide to the Fund, at such times as the Fund may
reasonably require, reports by independent public accountants on the accounting
system, internal accounting control and procedures for safeguarding securities,
futures contracts and options on future contracts, including securities
deposited and/or maintained in a Securities System, relating to the services
provided by the Custodian under this Contract; such reports, shall be of
sufficient scope and in sufficient detail, as may reasonably be required by the
Fund, to provide reasonable assurance that any material inadequacies would be
disclosed by such examination, and if there are no such inadequacies, the
reports shall so state.




<PAGE>

10. Compensation of Custodian.

     The Custodian shall be entitled to reasonable compensation for its services
and expenses as Custodian, as agreed upon from time to time between the Fund and
the Custodian.

11. Responsibility of Custodian.

     So long as and to the extent that it is in the exercise of reasonable care,
the Custodian shall not be responsible for the title, validity or genuineness of
any property or evidence of title thereto received by it or delivered by it
pursuant to this Contract and shall be held harmless in acting upon any notice,
request, consent, certificate or other instrument reasonably believed by it to
be genuine and to be signed by the proper party or parties, including any
futures commission merchant acting pursuant to the terms of a three-party
futures or options agreement. The Custodian shall be held to the exercise of
reasonable care in carrying out the provisions of this Contract, but shall be
kept indemnified by and shall be without liability to the Fund for any action
taken or omitted by it in good faith without negligence. It shall be entitled to
rely on and may act upon advice of counsel (who may be counsel for the Fund) on
all matters, and shall be without liability for any action reasonably taken or
omitted pursuant to such advice.

     If the Fund requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action may, in
the opinion of the Custodian, result in the Custodian or its nominee assigned to
the Fund being liable for the payment of money or incurring liability of some
other form, the Fund, as a prerequisite to requiring the Custodian to take such
action, shall provide indemnity to the Custodian in an amount and form
satisfactory to it.

     If the Fund requires the Custodian, its affiliates, subsidiaries or agents,
to advance cash or securities for any purpose (including but not limited to
securities settlements and assumed settlement) or in the event that the
Custodian or its nominee shall incur or be assessed any taxes, charges,
expenses, assessments, claims or liabilities in connection with the performance
of this Contract, except such as may arise from its or its nominee's own
negligent action, negligent failure to act or willful misconduct, any property
at any time held for the account of the Fund shall be security therefor and
should the Fund fail to repay the Custodian promptly, the Custodian shall be
entitled to utilize available cash and to dispose of the Fund's assets to the
extent necessary to obtain reimbursement.

     In no event shall the Custodian be liable for indirect, special or
consequential damages.




<PAGE>

12. Effective Period, Termination and Amendment.

     This Contract shall become effective as of its execution, shall continue in
full force and effect until terminated as hereinafter provided, may be amended
at any time by mutual agreement of the parties hereto and may be terminated by
either party by an instrument in writing delivered or mailed, postage prepaid to
the other party , such termination to take effect not sooner than thirty (30)
days after the date of such delivery or mailing; provided, however that the
Custodian shall not act under Section 2.8 hereof in the absence of receipt of an
initial certificate of the Secretary or an Assistant Secretary that the Board of
Directors has approved the initial use of a particular Securities System, as
required by Rule 17f-4 under the 1940 Act and that the Custodian shall not act
under Section 2.9 hereof in the absence of receipt of an initial certificate of
the Secretary or an Assistant Secretary that the Board of Directors has approved
the initial use of the Direct Paper System; provided further, however, that the
Fund shall not amend or terminate this Contract in contravention of any
applicable federal or state regulations, or any provision of the Articles and
further provided, that the Fund may at any time by action of the Board of
Directors (i) substitute another bank or trust company for the Custodian by
giving notice as described above to the Custodian, or (ii) immediately terminate
this Contract in the event of the appointment of a conservator or receiver for
the Custodian by the Comptroller of the Currency or upon the happening of a like
event at the direction of an appropriate regulatory agency or court of competent
jurisdiction.

     Upon termination of the Contract, the Fund shall pay to the Custodian such
compensation as may be due as of the date of such termination and shall likewise
reimburse the Custodian for its costs, expenses and disbursements.

13. Successor Custodian.

     If a successor custodian shall be appointed by the Board of Directors the
Custodian shall, upon termination, deliver to such successor custodian at the
office of the Custodian, duly endorsed and in the form for transfer, all
securities and other assets of the Fund then held by it hereunder and shall
transfer to an account of the successor custodian all of the Fund's securities
held in a Securities System.

     If no such successor custodian shall be appointed, the Custodian shall, in
like manner, upon receipt of a Certified Resolution, deliver at the office of
the Custodian and transfer such securities, funds and other properties in
accordance with such vote.




<PAGE>

     In the event that no written order designating a successor custodian or
Certified Resolution shall have been delivered to the Custodian on or before the
date when such termination shall become effective, then the Custodian shall have
the right to deliver to a. bank or trust company, which is a "bank" as defined
in the 1940 Act doing business in Boston, Massachusetts or New York, New York of
its own selection, having an aggregate capital, surplus, and undivided profits,
as shown by its last published report, of not less than $25,000,000, all
securities, funds and other properties held by the Custodian and all instruments
held by the Custodian relative thereto and all other property held by it under
this Contract and to transfer to an account of such successor custodian all of
the Fund's securities held in any Securities System, Thereafter, such bank or
trust company shall be the successor of the Custodian under this Contract.

     In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the Certified Resolution to appoint a successor
custodian, the Custodian shall be entitled to fair compensation for its services
during such period as the Custodian retains possession of such securities, funds
and other properties and the provisions of this Contract relating to the duties
and obligations of the Custodian shall remain in full force and effect.

14. Interpretive and Additional Provisions.

     In connection with the operation of this Contract, the Custodian and the
Fund, may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Contract as may in their joint opinion be
consistent with the general tenor of this Contract. Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall be
annexed hereto, provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision of
the Articles of the Fund. No interpretive or additional provisions made as
provided in the preceding sentence shall be deemed to be an amendment of this
Contract.

15. Massachusetts Law to Apply.

     This Contract shall be construed and the provisions thereof interpreted
under and in accordance with laws of The Commonwealth of Massachusetts.

16. Prior Contracts.




<PAGE>

     This Contract supersedes and terminates, as of the date hereof, all prior
contracts between the Fund and the Custodian relating to the custody of the
Fund's assets.

17. Notices.

     Any notice, instruction or other instrument required to be given hereunder
may be delivered in person to the offices of the parties as set forth herein
during normal business hours or delivered prepaid registered mail or by telex,
cable or telecopy to the parties at the following addresses or such other
addresses as may be notified by any party from time to time.

To the Fund: USLIFE Income Fund, Inc. c/o V ALIC
2929 Allen Parkway
Houston, Texas 77019
Attention: Greg Seward, Treasurer Telephone: (713) 831-5301 Telecopy:
(713) 831-5380

To the Custodian: State Street Bank and Trust Company Insurance and Bank
Services Division 105 Rosemont Road -WES/2S
Westwood, Massachusetts 02090-2318
Attention: Kenneth A. Bergeron, Vice President Telephone: (781) 302-5348
Telecopy: (781) 302-8048

     Such notice, instruction or other instrument shall be deemed to have been
served in the case of a registered letter at the expiration of five business
days after posting, in the case of cable twenty-four hours after dispatch and,
in the case of telex, immediately on dispatch and if delivered outside normal
business hours it shall be deemed to have been received at the next time after
delivery when normal business hours commence and in the case of cable, telex or
telecopy on the business day after the receipt thereof. Evidence that the notice
was properly addressed, stamped and put into the post shall be conclusive
evidence of posting.

18. Shareholder Communications Election.

     Securities and Exchange Commission Rule 14b-2 requires banks which hold
securities for the account of customers to respond to requests by issuers of
securities for the names, addresses and holdings of beneficial owners of
securities of that issuer held by the bank unless the beneficial owner has
expressly objected to disclosure of this information. In order to comply with
the rule, the Custodian needs the Fund to indicate whether it authorizes the
Custodian to provide the Fund's name, address, and share position to requesting
companies whose securities the Fund owns. If the Fund tells the Custodian "no",
the Custodian will not provide this information to




<PAGE>

requesting companies. If the Fund tells the Custodian "yes" or does not check
either "yes" or "no" below, the Custodian is required by the rule to treat the
Fund as consenting to disclosure of this information for all securities owned by
the Fund or any funds or accounts established by the Fund. For the Fund's
protection, the Rule prohibits the requesting company from using the Fund's name
and address for any purpose other than corporate communications. Please indicate
below whether the Fund consents or objects by checking one of the alternatives
below.

YES [X] The Custodian is authorized to release the Fund's name, address, and
share positions.

NO [_] The Custodian is not authorized to release the Fund's name, address, and
share positions.

19. Reproduction of Documents.

     This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.

     IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the thirteenth day of April, 1998.

STATE STREET BANK AND TRUST COMPANY
By: /s/ Ronald E. Logue
Title: Executive Vice President
Date: April 21, 1998


CUSTODIAN SIGNATURE ATTESTED TO BY:
/s/ Stephanie L. Poster
Title: Executive Vice President
Title: Vice President and Associate Counsel
Date: April 21, 1998




<PAGE>

USLIFE INCOME FUND, INC.
By: /s/ Norman Jaskol
Title: President
Date: April 10, 1998


FUND SIGNATURE ATTESTED TO BY:
By: /s/ Nori L. Gabert
Title: Assistant Secretary
Date: April 10, 1998




<PAGE>

               DATA ACCESS SERVICES ADDENDUM TO CUSTODIAN CONTRACT

     Addendum to the Custodian Contract between USLIFE Income Fund, Inc. (the
"Customer") and State Street Bank and Trust Company ("State Street").

PREAMBLE

     WHEREAS, State Street has been appointed as custodian of certain assets of
the Customer pursuant to a certain Custodian Contract dated as of April 19, 1998
(the "Custodian Contract");

     WHEREAS, State Street has developed and utilizes proprietary accounting and
other systems, including State Street's proprietary Multicurrency HORIZON
Accounting System, in its role as custodian of the Customer, and maintains
certain Customer-related data ("Customer Data") in databases under the control
and ownership of State Street (the "Data Access Services"); and

     WHEREAS, State Street makes available to the Customer certain Data Access
Services solely for the benefit of the Customer, and intends to provide
additional services, consistent with the terms and conditions of this Addendum.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, and for other good and valuable consideration, the parties
agree as follows:

I. SYSTEM AND DATA ACCESS SERVICES

     a. System. Subject to the terms and conditions of this Addendum, State
Street hereby agrees to provide the Customer with access to State Street's
Multicurrency HORIZON Accounting System and such other information systems
(collectively, the "System") as may be selected and described in Attachment A,
on a remote basis for the purpose of obtaining reports and information, solely
on computer hardware, system software and telecommunication links as listed in
Attachment B (the "Designated Configuration") of the Customer, or certain third
parties approved by State Street that serve as investment advisors or investment
managers of the Customer (the "Investment Advisor"), and solely with respect to
the Customer or on any designated substitute or back-up equipment configuration
with State Street's written consent, such consent not to be unreasonably
withheld.

     b. Data Access Services. State Street agrees to make available to the
Customer the Data Access Services subject to the terms and conditions of this
Addendum and data access operating standards and procedures as may be issued by
State Street from time to time. The ability of the Customer to originate
electronic instructions to State Street on behalf of the Customer in order to
(i) effect the transfer or movement of cash or securities held under custody by
State Street or (ii) transmit accounting or other information (such transactions
are referred to herein as "Client Originated Electronic Financial
Instructions"), and (iii) access data for the purpose of reporting and analysis,
shall be deemed to be Data Access Services for purposes of this Addendum.




<PAGE>

     c. Additional Services. State Street may from time to time agree to make
available to the Customer additional Systems that are not described in the
attachments to this Addendum. In the absence of any other written agreement
concerning such additional systems, the term "System" shall include, and this
Addendum shall govern, the Customer's access to and use of any additional System
made available by State Street and/or accessed by the Customer.

2. NO USE OF THIRD-PARTY SYSTEMS-LEVEL SOFTWARE

     State Street and the Customer acknowledge that in connection with the Data
Access Services provided under this Addendum, the Customer will have access,
through the Data Access Services, to Customer Data and to functions of State
Street's proprietary systems; provided, however that in no event will the
Customer have direct access to any third party systems-level software that
retrieves data for, stores data from, or otherwise supports the System.

3. LIMITATION ON SCOPE OF USE

     a. Designated Equipment: Designated Location. The System and the Data
Access Services shall be used and accessed solely on and through the Designated
Configuration at the offices of the Customer or the Investment Advisor located
in Houston ("Designated Location").

     b. Designated Configuration: Trained Personnel. State Street shall be
responsible for supplying, installing and maintaining the Designated
Configuration at the Designated Location. State Street and the Customer agree
that each will engage or retain the services of trained personnel to enable both
parties to perform their respective obligations under this Addendum. State
Street agrees to use commercially reasonable efforts to maintain the System so
that it remains serviceable, provided, however, that State Street does not
guarantee or assure uninterrupted remote access use of the System.

     c. Scope of Use. The Customer will use the System and the Data Access
Services only for the processing of securities transactions, the keeping of
books of account for the Customer and accessing data for purposes of reporting
and analysis. The Customer shall not, and shall cause its employees and agents
not to (i) permit any third party to use the System or the Data Access Services,
(ii) sell, rent, license or otherwise use the System or the Data Access Services
in the operation of a service bureau or for any purpose other than as expressly
authorized under this Addendum, (iii) use the System or the Data Access Services
for any fund, trust or other investment vehicle without the prior written
consent of State Street, (iv) allow access to the System or the Data Access
Services through terminals or any other computer or telecommunications
facilities located outside the Designated Locations, (v) allow or cause any
information (other than portfolio holdings, valuations of portfolio holdings,
and other information reasonably necessary for the management or distribution of
the assets of the Customer) transmitted from State Street's databases,




<PAGE>

including data from third party sources, available through use of the System or
the Data Access Services to be redistributed or retransmitted to another
computer, terminal or other device for other than use for or on behalf of the
Customer or (vi) modify the System in any way, including without limitation,
developing any software for or attaching any devices or computer programs to any
equipment, system, software or database which forms a part of or is resident on
the Designated Configuration.

     d. Other Locations. Except in the event of an emergency or of a planned
System shutdown, the Customer's access to services performed by the System or to
Data Access Services at the Designated Location may be transferred to a
different location only upon the prior written consent of State Street. In the
event of an emergency or System shutdown, the Customer may use any back-up site
included in the Designated Configuration or any other back- up site agreed to by
State Street, which agreement will not be unreasonably withheld. The Customer
may secure from State Street the right to access the System or the Data Access
Services through computer and telecommunications facilities or devices complying
with the Designated Configuration at additional locations only upon the prior
written consent of State Street and on terms to be mutually agreed upon by the
parties.

     e. Title. Title and all ownership and proprietary rights to the System,
including any enhancements or modifications thereto, whether or not made by
State Street, are and shall remain with State Street.

     f. No Modification. Without the prior written consent of State Street, the
Customer shall not modify, enhance or otherwise create derivative works based
upon the System, nor shall the Customer reverse engineer, decompile or otherwise
attempt to secure the source code for all or any part of the System.

     g. Security Procedures. The Customer shall comply with data access
operating standards and procedures and with user identification or other
password control requirements and other security procedures as may be issued
from time to time by State Street for use of the System on a remote basis and to
access the Data Access Services. The Customer shall have access only to the
Customer Data and authorized transactions agreed upon from time to time by State
Street and, upon notice from State Street, the Customer shall discontinue remote
use of the System and access to Data Access Services for any security reasons
cited by State Street; provided, that, in such event, State Street shall, for a
period not less than 180 days (or such other shorter period specified by the
Customer) after such discontinuance, assume responsibility to provide accounting
services under the terms of the Custodian Contract.

     h. Inspections. State Street shall have the right to inspect the use of the
System and the Data Access Services by the Customer and the




<PAGE>

Investment Advisor to ensure compliance with this Addendum. The on-site
inspections shall be upon prior written notice to the Customer and the
Investment Advisor and at reasonably convenient times and frequencies so as not
to result in an unreasonable disruption of the Customer's or the Investment
Advisor's business.

4. PROPRIETARY INFORMATION

     a. Proprietary Information. The Customer acknowledges and State Street
represents that the System and the databases, computer programs, screen formats,
report formats, interactive design techniques, documentation and other
information made available to the Customer by State Street as part of the Data
Access Services and through the use of the System constitute copyrighted, trade
secret, or other proprietary information of substantial value to State Street.
Any and all such information provided by State Street to the Customer shall be
deemed proprietary and confidential information of State Street (hereinafter
"Proprietary Information"). The Customer agrees that it will hold such
Proprietary Information in the strictest confidence and secure and protect it in
a manner consistent with its own procedures for the protection of its own
confidential information and to take appropriate action by instruction or
agreement with its employees who are permitted access to the Proprietary
Information to satisfy its obligations hereunder. The Customer further
acknowledges that State Street shall not be required to provide the Investment
Advisor with access to the System unless it has first received from the
Investment Advisor an undertaking with respect to State Street's Proprietary
Information in the form of Attachment C to this Addendum. The Customer also
acknowledges that State Street shall not be required to provide Customer's
independent auditor with access to the System unless it has first received from
such independent auditor an undertaking with respect to State Street's
Proprietary Information in the form of Attachment C-l to this Addendum. The
Customer shall use all commercially reasonable efforts to assist State Street in
identifying and preventing any unauthorized use, copying or disclosure of the
Proprietary Information or any portions thereof or any of the logic, formats or
designs contained therein.

     b. Cooperation. Without limitation of the foregoing, the Customer shall
advise State Street immediately in the event the Customer learns or has reason
to believe that any person to whom the Customer has given access to the
Proprietary Information, or any portion thereof, has violated or intends to
violate the terms of this Addendum, and the Customer will, at its expense,
co-operate with State Street in seeking injunctive or other equitable relief in
the name of the Customer or State Street against any such person.

     c. Injunctive Relief. The Customer acknowledges that the disclosure of any
Proprietary Information, or of any information which at law or equity ought to
remain confidential, will immediately give




<PAGE>

rise to continuing irreparable injury to State Street inadequately compensable
in damages at law. In addition, State Street shall be entitled to obtain
immediate injunctive relief against the breach or threatened breach of any of
the foregoing undertakings, in addition to any other legal remedies which may be
available.

     d. Survival. The provisions of this Section 4 shall survive the termination
of this Addendum.

5. LIMITATION ON LIABILITY

     a. Limitation on Amount and Time for Bringing Action. The Customer agrees
that any liability of State Street to the Customer or any third party arising
out of State Street's provision of Data Access Services or the System under this
Addendum shall be limited to the amount paid by the Customer for the preceding
24 months for such services. In no event shall State Street be liable to the
Customer or any other party for any special, indirect, punitive or consequential
damages even if advised of the possibility of such damages. No action,
regardless of form, arising out of this Addendum may be brought by the Customer
more than two years after the Customer has knowledge that the cause of action
has arisen.

     b. Limited Warranties. NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, ARE MADE BY STATE STREET.

     c. Third-Party Data. Organizations from which State Street may obtain
certain data included in the System or the Data Access Services are solely
responsible for the contents of such data, and State Street shall have no
liability for claims arising out of the contents of such third-party data,
including, but not limited to, the accuracy thereof.

     d. Regulatory Requirements. As between State Street and the Customer, the
Customer shall be solely responsible for the accuracy of any accounting
statements or reports produced using the Data Access Services and the System and
the conformity thereof with any requirements of law.

     e. Force Majeure. Neither party shall be liable for any costs or damages
due to delay or nonperformance under this Addendum arising out of any cause or
event beyond such party's control, including without limitation, cessation of
services hereunder or any damages resulting therefrom to the other party, or the
Customer as a result of work stoppage, power or other mechanical failure,
computer virus, natural disaster, governmental action, or communication
disruption.




<PAGE>

6. INDEMNIFICATION

     The Customer agrees to indemnify and hold State Street harmless from any
loss, damage or expense including reasonable attorney's fees, (a "loss")
suffered by State Street arising from (i) the negligence or willful misconduct
in the use by the Customer of the Data Access Services or the System, including
any loss incurred by State Street resulting from a security breach at the
Designated Location or committed by the Customer's employees or agents or the
Investment Advisor and (ii) any loss resulting from incorrect Client Originated
Electronic Financial Instructions. State Street shall be entitled to rely on the
validity and authenticity of Client Originated Electronic Financial Instructions
without undertaking any further inquiry as long as such instruction is
undertaken in conformity with security procedures established by State Street
from time to time.

7. FEES

     Fees and charges for the use of the System and the Data Access Services, if
any, and related payment terms shall be as set forth in the fee schedule in
effect from time to time between the parties related to the Custodian Contract
(the "Fee Schedule"). Any tariffs, duties or taxes imposed or levied by any
government or governmental agency by reason of the transactions contemplated by
this Addendum, including, without limitation, federal, state and local taxes,
use, value added and personal property taxes (other than income, franchise or
similar taxes which may be imposed or assessed against State Street) shall be
borne by the Customer. Any claimed exemption from such tariffs, duties or taxes
shall be supported by proper documentary evidence delivered to State Street.

8. TRAINING, IMPLEMENTATION AND CONVERSION

     a. Training. State Street agrees to provide training, at a designated State
Street training facility or at the Designated Location, to the Customer's
personnel in connection with the use of the System on the Designated
Configuration. The Customer agrees that it will set aside, during regular
business hours or at other times agreed upon by both parties, sufficient time to
enable all operators of the System and the Data Access Services, designated by
the Customer, to receive the training offered by State Street pursuant to this
Addendum.

     b. Installation and Conversion. State Street shall be responsible for the
technical installation and conversion ("Installation and Conversion") of the
Designated Configuration. The Customer shall have the fo1lowing responsibilities
in connection with Installation and Conversion of the System:

          (i) The Customer shall be solely responsible for the timely
     acquisition and maintenance of the hardware and software that




<PAGE>

     attach to the Designated Configuration in order to use the Data Access
     Services at the Designated Location.

          (ii) State Street and the Customer each agree that they will assign
     qualified personnel to actively participate during the Installation and
     Conversion phase of the System implementation to enable both parties to
     perform their respective obligations under this Addendum.

9. SUPPORT

     During the term of this Addendum, State Street agrees to provide the
support services set out in Attachment D to this Addendum.

10. TERM OF ADDENDUM

     a. Term of Addendum. This Addendum shall become effective simultaneously
with State Street's execution of the Custodian Contract and shall remain in full
force and effect until terminated as herein provided.

     b. Termination of Addendum. Either party may terminate this Addendum (i)
for any reason by giving the other party at least one-hundred and eighty days'
prior written notice in the case of notice of termination by State Street to the
Customer or thirty days' notice in the case of notice from the Customer to State
Street of termination; or (ii) immediately for failure of the other party to
comply with any material term and condition of the Addendum by giving the other
party written notice of termination. In the event the Customer shall cease doing
business, sha1l become subject to proceedings under the bankruptcy laws (other
than a petition for reorganization or similar proceeding) or shall be
adjudicated bankrupt, this Addendum and the rights granted hereunder sha1l, at
the option of State Street, immediately terminate with notice to the Customer.
This Addendum shall in any event terminate as to any Customer within 90 days
after the termination of the Custodian Contract applicable to such Customer.

     c. Termination of the Right to Use. Upon termination of this Addendum for
any reason, any right to use the System and access to the Data Access Services
shall terminate and the Customer shall immediately cease use of the System and
the Data Access Services. Immediately upon termination of this Addendum for any
reason, the Customer shall return to State Street all copies of documentation
and other Proprietary Information in its possession; provided, however, that in
the event that either party terminates this Addendum or the Custodian Contract
for any reason other than the Customer's breach, State Street shall provide the
Data Access Services for a period of time and at a price to be agreed upon by
the parties.




<PAGE>

11. MISCELLANEOUS

     a. Assignment: Successors. This Addendum and the rights and obligations of
the Customer and State Street hereunder shall not be assigned by either party
without the prior written consent of the other party, except that State Street
may assign this Addendum to a successor of all or a substantial portion of its
business, or to a party controlling, controlled by, or under common control with
State Street.

     b. Survival. All provisions regarding indemnification, warranty, liability
and limits thereon, and confidentiality and/or protection of proprietary rights
and trade secrets shall survive the termination of this Addendum.

     c. Entire Contract. This Addendum and the attachments hereto constitute the
entire understanding of the parties hereto with respect to the Data Access
Services and the use of the System and supersedes any and all prior or
contemporaneous representations or agreements, whether oral or written, between
the parties as such may relate to the Data Access Services or the System, and
cannot be modified or altered except in a writing duly executed by the parties.
This Addendum is not intended to supersede or modify the duties and liabilities
of the parties hereto under the Custodian Contract or any other agreement
between the parties hereto except to the extent that any such agreement
specifically refers to the Data Access Services or the System. No single waiver
of any right hereunder shall be deemed to be a continuing waiver.

     d. Severability. If any provision or provisions of this Addendum shall be
held to be invalid, unlawful, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired.

     e. Governing Law. This Addendum shall be interpreted and construed in
accordance with the internal laws of The Commonwealth of Massachusetts without
regard to the conflict of laws provisions thereof.




<PAGE>

                                  ATTACHMENT A
                                       to
               DATA ACCESS SERVICES ADDENDUM TO CUSTODIAN CONTRACT
                                 by and between
        USLIFE INCOME FUND, INC. AND STATE STREET BANK AND TRUST COMPANY

Multicurrency HORIZON Accounting System Product Description

X The Multicurrency HORIZON Accounting System is designed to provide lot level
portfolio and general ledger accounting for SEC and ERISA type requirements and
includes the following services: 1) recording of general ledger entries; 2)
calculation of daily income and expense; 3) reconciliation of daily activity
with the trial balance, and 4) appropriate automated feeding mechanisms to (i)
domestic and international settlement systems, (ii) daily, weekly and monthly
evaluation services, (iii) portfolio performance and analytic services, (iv)
customer's internal computing systems and (v) various State Street provided
information services products.

     GlobalQuest is designed to provide customer access to the following
information maintained on The Multicurrency HORIZON Accounting System: 1) cash
transactions and balances; 2) purchases and sales; 3) income receivables; 4) tax
refund receivables; 5) daily priced positions; 6) open trades; 7) settlement
status; 8) foreign exchange transactions; 9) trade history, and 10) daily,
weekly and monthly evaluation services.

X HORIZON Gateway:. HORIZON Gateway provides customers with the ability to (i)
generate reports using information maintained on the Multicurrency HORIZON
Accounting System which may be viewed or printed at the customer's location;
(ii) extract and download data from the Multicurrency HORIZON Accounting System;
and (iii) access previous day and historical data. The fo1lowing information
which may be accessed for these purposes: I) holdings; 2) holdings pricing; 3)
transactions, 4) open trades; 5) income; 6) general ledger and 7) cash.

     SaFiRe is designed to provide the customer with the ability to prepare its
own financial reports by permitting the customer to access customer information
maintained on the Multicurrency HORIZON Accounting System, to organize such
information in a flexible reporting format and to have such reports printed on
the customer's desktop or by its printing provider.

     State Street Interchange. State Street Interchange is an open information
delivery architecture wherein proprietary communication products, data formats
and workstation tools are replaced by industry standards and is designed to
enable the connection of State Street s network to customer networks, thereby
facilitating the sharing of information.




<PAGE>

                                  ATTACHMENT B
                                       to
               DATA ACCESS SERVICES ADDENDUM TO CUSTODIAN CONTRACT
                                 by and between
        US LIFE INCOME FUND, INC. AND STATE STREET BANK AND TRUST COMPANY




<PAGE>

                                  ATTACHMENT C
                                       to
               DATA ACCESS SERVICES ADDENDUM TO CUSTODIAN CONTRACT
                                 by and between
        USLIFE INCOME FUND, INC. AND STATE STREET BANK AND TRUST COMPANY

                                   Undertaking

     The undersigned understands that in the course of its employment as
Investment Advisor to USLIFE Income Fund, Inc. (the "Customer") it will have
access to State Street Bank and Trust Company's ("State Street") Multicurrency
HORIZON Accounting System and other information systems (collectively, the
"System").

     The undersigned acknowledges that the System and the databases, computer
programs, screen formats, report formats, interactive design techniques,
documentation and other information made available to the undersigned by State
Street as part of the Data Access Services provided to the Customer and through
the use of the System constitute copyrighted, trade secret, or other proprietary
information of substantial value to State Street. Any and all such information
provided by State Street to the Undersigned shall be deemed proprietary and
confidential information of State Street (hereinafter "Proprietary
Information"). The undersigned agrees that it will hold such Proprietary
Information in confidence and secure and protect it in a manner consistent with
its own procedures for the protection of its own confidential information and to
take appropriate action by instruction or agreement with its employees who are
permitted access to the Proprietary Information to satisfy its obligations
hereunder.

     The undersigned will not attempt to intercept data, gain access to data in
transmission, or attempt entry into any system or files for which it is not
authorized. It will not intentionally adversely affect the integrity of the
System through the introduction of unauthorized code or data, or through
unauthorized deletion.

     Upon notice by State Street for any reason, any right to use the System and
access to the Data Access Services shall terminate and the undersigned shall
immediately cease use of the System and the Data Access Services. Immediately
upon notice by State Street for any reason, the undersigned shall return to
State Street all copies of documentation and other Proprietary Information in
its possession.

THE VARIABLE ANNUITY LIFE INSURANCE COMPANY
By: /s/ Normal Jaskol
Title: President
Date: Apri1 10, 1998




<PAGE>

                                  ATTACHMENT D
                                       to
               DATA ACCESS SERVICES ADDENDUM TO CUSTODIAN CONTRACT
                                 by and between
        USLIFE INCOME FUND, INC. AND STATE STREET BANK AND TRUST COMPANY

                                     Support

     During the term of this Addendum, State Street agrees to provide the
following on-going support services:

     a. Telephone Support. The Customer Designated Persons may contact State
Street's Multicurrency HORlZON Help Desk and Customer Assistance Center between
the hours of 8 a.m. and 6 p.m. (Eastern time) on all business days for the
purpose of obtaining answers to questions about the use of the System, or to
report apparent problems with the System. From time to time, the Customer shall
provide to State Street a list of persons, not to exceed five in number, who
shall be permitted to contact State Street for assistance (such persons being
referred to as "the Customer Designated Persons").

     b. Technical Support. State Street will provide technical support to assist
the Customer in using the System and the Data Access Services. The total amount
of technical support provided by State Street shall not exceed 10 resource days
per year. State Street shall provide such additional technical support as is
expressly set forth in the fee schedule in effect from time to time between the
parties (the "Fee Schedule"). Technical support, including during installation
and testing, is subject to the fees and other terms set forth in the Fee
Schedule.

     c. Maintenance Support. State Street shall use commercially reasonable
efforts to correct system functions that do not work according to the System
Product Description as set forth on Attachment A in priority order in the next
scheduled delivery release or otherwise as soon as is practicable.

     d. System Enhancements. State Street will provide to the Customer any
enhancements to the System developed by State Street and made a part of the
System; provided that, sixty (60) days prior to installing any such enhancement,
State Street shall notify the Customer and shall offer the Customer reasonable
training on the enhancement. Charges for system enhancements shall be as
provided in the Fee Schedule. State Street retains the right to charge for
related systems or products that may be developed and separately made available
for use other than through the System.

     e. Custom Modifications. In the event the Customer desires custom
modifications in connection with its use of the System, the Customer shall make
a written request to State Street providing specifications for the desired
modification. Any custom modifications may be




<PAGE>

undertaken by State Street in its sole discretion in accordance with the Fee
Schedule.

     f. Limitation on Support. State Street shall have no obligation to support
the Customer's use of the System: (i) for use on any computer equipment or
telecommunication facilities which does not conform to the Designated
Configuration or (ii) in the event the Customer has modified the System in
breach of this Addendum.




<PAGE>

                           FUNDS TRANSFER INSTRUCTIONS

TELEPHONE CONFIRMATION

Client /Investment Manager: THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Authorized Initiators Please Type or Print

Please provide a listing of your staff members who are currently authorized to
INITIATE wire transfer instructions to State Street:

NAME                TITLE                   SPECIMEN SIGNATURE

Norman Jaskol       President

Gregory R. Seward   Treasurer

Leon A. Olver       Vice President

Kathryn Pearce      Assistant Treasurer

Authorized Verifiers Please Type or Print

Please provide a listing of your staff members who will be CALLED BACK to verify
the initiation of repetitive wires of $10 mil/ion or more and all non repetitive
wire instructions:

NAME                CALLBACK PHONE NUMBER   DOLLAR LIMITATION (IF ANY)

Hugo Gomez              1-713-831-5440

Kathryn Pearce          1-713-831-5412


/s/ Gregory R. Seward

Type or Print Name      Authorized Signature

Treasurer               Dated:  April 15, 1998




<PAGE>

                       FUNDS TRANSFER SECURITY PROCEDURES

Selection Form

Please select one or more of the funds transfer security procedures indicated
below

SWIFT

SWIFT (Society for Worldwide Interbank Financial Telecommunication ) is a
cooperative society owned and operated by member financial institutions that
provides telecommunication services for its membership. Participation is limited
to securities brokers and dealers, clearing and depository institutions,
recognized exchanges for securities, and investment management institutions.
SWIFT provides a number of security features through encryption and
authentication to protect against unauthorized access, loss or wrong delivery of
messages, transmission errors, loss of confidentiality and fraudulent changes to
messages. SWIFT is considered to be one of the most secure and efficient
networks for the delivery of funds transfer instructions. Selection of this
security procedure would be most appropriate for existing SWIFT members.

Standing Instructions

Standing Instructions may be used where funds are transferred to a broker on the
Client's established list of brokers with which it engages in foreign exchange
transactions. Only the date, the currency and the currency amount are variable.
In order to establish this procedure, State Street will send to the Client a
list of the brokers that State Street has determined are used by the Client. The
Client will confirm the list in writing, and State Street will verify the
written confirmation by telephone. Standing Instructions will be subject to a
mutually agreed upon limit. If the payment order exceeds the established limit,
the Standing Instruction will be confirmed by telephone prior to execution.

Remote Batch Transmission

Wire transfer instructions are delivered via Computer-to-Computer (CPU-CPU) data
communications between the Client and State Street. Security procedures include
encryption and or the use of a test key by those individuals authorized as
Automated Batch Verifiers. Clients selecting this option should have an existing
facility for completing CPU-CPU transmissions. This delivery mechanism is
typically used for high-volume business.

Global Horizon Interchange Funds Transfer Service

Global Horizon Interchange Funds Transfer Service (FTS) is a State Street
proprietary microcomputer-based wire initiation system. FTS enables Clients to
electronically transmit authenticated Fedwire, CHIPS or internal book transfer
instructions to State Street. This delivery mechanism is most appropriate for
Clients with a low-to-




<PAGE>

medium number of transactions (5- 75 per day), allowing Clients to enter, batch,
and review wire transfer instructions on their PC prior to release to State
Street.

X Telephone Confirmation (Callback)

Telephone confirmation will be used to verify all non-repetitive funds transfer
instructions received via untested facsimile or phone. This procedure requires
Clients to designate individuals as authorized Initiators and authorized
verifiers. State Street will verify that the instruction contains the signature
of an authorized person and prior to execution, will contact someone other than
the originator at the Client's location to authenticate the instruction.
Selection of this alternative is appropriate for Clients who do not have the
capability to use other security procedures.

X Repetitive Wires

For situations where funds are transferred periodically (minimum of one
instruction per calendar quarter) from an existing authorized account to the
same payee (destination bank and account number) and only the date and currency
amount are variable, a repetitive wire may be implemented. Repetitive wires will
be subject to a mutually agreed upon limit. If the payment order exceeds the
established limit, the instruction will be confirmed by telephone prior to
execution. Telephone confirmation is used to establish this process. Repetitive
wire instructions must be reconfirmed annually. This alternative is recommended
whenever funds are frequently transferred between the same two accounts.

X Transfers Initiated by Facsimile

The Client faxes wire transfer instructions directly to State Street Mutual Fund
Services. Standard security procedure requires the use of a random number test
key for all transfers. Every six months the Client receives test key togs from
State Street. The test key contains alpha-numeric characters, which the Client
puts on each document faxed to State Street. This procedure ensures all wire
instructions received via fax are authorized by the Client. We provide this
option for Clients who wish to batch wire instructions and transmit these as a
group to State Street Mutual Fund Services once or several times a day.

IMPORTANT: SIGNATURE REQUIRED ON THE REVERSE SIDE




<PAGE>

FUNDS TRANSFER OPERATING GUIDELINES

1. OBLIGATION OF THE SENDER: State Street is authorized to promptly debit
client's account(s) upon the receipt of a payment order in compliance with the
selected Security Procedure chosen for funds transfer and in the amount of money
that State Street has been instructed to transfer. State Street shall execute
payment orders in compliance with the Security Procedure and with the
Client's/Investment Manager's instructions on the execution date provided that
such payment order is received by the customary deadline for processing such a
request, unless the payment order specifies a later time. All payment orders and
communications received after this time will be deemed to have been received on
the next business day.

2. SECURITY PROCEDURE: The Client acknowledges that the Security Procedure it
has designated on the Selection Form was selected by the Client from Security
Procedures offered by State Street. The Client shall restrict access to
confidential information relating to the Security Procedure to authorized
persons as communicated in writing to State Street. The Client must notify State
Street immediately if it has reason to believe unauthorized persons may have
obtained access to such information or of any change in the Client's authorized
personnel. State Street shall verify the authenticity of all instructions
according to the Security Procedure.

3. ACCOUNT NUMBERS: State Street shall process all payment orders on the basis
of the account number contained in the payment order. In the event of a
discrepancy between any name indicated on the payment order and the account
number, the account number shall take precedence and govern.

4. REJECTION: State Street reserves the right to decline to process or delay the
processing of a payment order which (a) is in excess of the collected balance in
the account to be charged at the time of State Street's receipt of such payment
order; (b) if initiating such payment order would cause State Street, in State
Street's sole judgment, to exceed any volume, aggregate dollar, network, time,
credit or similar limits upon wire transfers which are applicable to State
Street; or (c) if State Street, in good faith, is unable to satisfy itself that
the transaction has been properly authorized.

5. CANCELLATION OR AMENDMENT: State Street shall use reasonable efforts to act
on all authorized requests to cancel or amend payment orders received in
compliance with the Security Procedure provided that such requests are received
in a timely manner affording State Street reasonable opportunity to act.
However, State Street assumes no liability if the request for amendment or
cancellation cannot be satisfied.




<PAGE>

6. ERRORS: State Street shall assume no responsibility for failure to detect any
erroneous payment order provided that State Street complies with the payment
order instructions as received and State Street complies with the Security
Procedure. The Security Procedure is established for the purpose of
authenticating payment orders only and not for the detection of errors in
payment orders.

7. INTEREST AND LIABILITY LIMITS: State Street shall assume no responsibility
for lost interest with respect to the refundable amount of any unauthorized
payment order, unless State Street is notified of the unauthorized payment order
within thirty (30) days of notification by State Street of the acceptance of
such payment order. In no event shall State Street be liable for special,
indirect or consequential damages, even if advised of the possibility of such
damages and even for failure to execute a payment order.

8. AUTOMATED CLEARING HOUSE ("ACH") CREDIT ENTRIES/PROVISIONAL PAYMENTS : When
a Client initiates or receives ACH credit and debit entries pursuant to these
Guidelines and the rules of the National Automated Clearing House Association
and the New England Clearing House Association, State Street will act as an
Originating Depository Financial Institution and/or Receiving Depository
Institution, as the case may be, with respect to such entries. Credits given by
State Street with respect to an ACH credit entry are provisional until State
Street receives final settlement for such entry from the Federal Reserve Bank.
If State Street does not receive such final settlement, the Client agrees that
State Street shall receive a refund of the amount credited to the Client in
connection with such entry , and the party making payment to the Client via such
entry shall not be deemed to have paid the amount of the entry.

9. CONFIRMATION STATEMENTS: Confirmation of State Street's execution of payment
orders shall ordinarily be provided within 24 hours notice which may be
delivered through State Street's proprietary information systems, such as, but
not limited to Horizon and GlobaIQuest, or by facsimile or callback. The Client
must report any objections to the execution of a payment order within 30 days.

I understand and agree to the terms and conditions described above. I am
authorized to sign on behalf of each of the mutua1 funds or other entities named
on Schedule A attached.

EACH OF THE PARTIES NAMED ON SCHEDULE A ATTACHED HERETO


By: /s/ Gregory R. Seward, Treasurer


April 10, 1998




<PAGE>

FUNDS TRANSFER

SCHEDULE A

Name of Management Company: THE VARIABLE ANNUITY LIFE INSURANCE COMPANY

Fund Name(s): USLIFE INCOME FUND, INC.


Authorized Signature: /s/ Gregory R. Seward

Date:  April 10, 1998




<PAGE>

         STATE STREET BANK AND TRUST COMPANY U.S. LIFE INCOME FUND, INC.
                             CUSTODIAN FEE SCHEDULE

ADMINISTRATION (Domestic)

Custody -Maintain custody of fund assets. Settle portfolio purchases and sales.
Report buy and sell fails. Determine and collect portfolio income. Make cash
disbursements and report cash transactions. Maintain investment ledgers, provide
selected portfolio transactions, position and income reports.

The administration fee shown below is an annual charge, billed and payable
monthly.

                            ANNUAL FEES PER PORTFOLIO

             Custody Maintenance Fee Per Portfolio Per Month $150.00

Portfolio Trades -For each line item processed

- ---------------------------------------------------------------
State Street Repos                                       $ 7.00
- ---------------------------------------------------------------
DTC or Fed Book Entry                                    $10.00
- ---------------------------------------------------------------
SSB Boston Commercial Paper Book Entry                   $10.00
- ---------------------------------------------------------------
PTC Purchase, Sale, Deposit & Withdrawal                 $10.00
- ---------------------------------------------------------------
All Other Trades                                         $16.00
- ---------------------------------------------------------------
Maturity Collections                                     $ 8.00
- ---------------------------------------------------------------
Option charge for each option written or closing
contract, per issue, per broker                          $25.00
- ---------------------------------------------------------------
Option expiration/option exercised                       $15.00
- ---------------------------------------------------------------
Interest Rate Futures - no security movement             $ 8.00
- ---------------------------------------------------------------
Monitoring for calls and processing coupons - for
each coupon issue held (monthly charge)                  $ 5.00
- ---------------------------------------------------------------




<PAGE>

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

- ---------------------------------------------------------------
Holdings Charge:

For each issue maintained (annual charge)                $30.00

Physical issues                                          $66.00
- ---------------------------------------------------------------

- ---------------------------------------------------------------
Principal Reduction Payments

Per Paydown                                              $ 1.50
- ---------------------------------------------------------------

- ---------------------------------------------------------------
Dividend Charges (for items held at request of traders
over record date in street form)                         $50.00
- ---------------------------------------------------------------




<PAGE>

ADMINISTRATION (FOREIGN)

Custody - Maintain custody of fund assets. Settle portfolio purchases and sales.
Report buy and sell fails. Determine and collect portfolio income. Make cash
disbursements and report cash transactions. Monitor corporate actions. Withhold
foreign taxes. File foreign tax reclaims. Annual fee in basis points per
portfolio.

- ----------------------------------------------------------------------------
Group I     Group II      Group III        Group IV   Group V    Group VI
- ----------------------------------------------------------------------------
Euroclear   Australia     Austria          Denmark    Mexico     Greece
- ----------------------------------------------------------------------------
Japan       Canada        Belgium          Finland    Portugal   Malaysia
- ----------------------------------------------------------------------------
            Germany       France           Italy      Spain      Indonesia
- ----------------------------------------------------------------------------
            Hong Kong     United Kingdom   Thailand   Sweden     Turkey
- ----------------------------------------------------------------------------
            Netherlands   New Zealand                            Philippines
- ----------------------------------------------------------------------------
                          Norway
- ----------------------------------------------------------------------------
                          Singapore
- ----------------------------------------------------------------------------
                          Switzerland
- ----------------------------------------------------------------------------

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
                    Group I    Group II   Group III   Group IV   Group V   Group VI
- -----------------------------------------------------------------------------------
<S>                    <C>        <C>         <C>        <C>        <C>       <C>
First $50 Million      4          10          17         20         27        52
- -----------------------------------------------------------------------------------
Next $50 Million       4          10          15         18         27        52
- -----------------------------------------------------------------------------------
Over $100 Million      3           8          13         16         27        52
- -----------------------------------------------------------------------------------
</TABLE>

Transaction Charges

- --------------------------------------------------------------
Group I   Group II   Group III   Group IV   Group V   Group VI
- --------------------------------------------------------------
  $30        $30        $45         $60       $75       $250
- --------------------------------------------------------------

BALANCE CREDIT

Balance credits for all funds will be applied against the custody fees based on
the 90 Day T-Bill rate announced weekly and adjusted by the current Federal
Reserve requirements. The rate announced weekly (every Monday) at the Fed T-Bill
auction will be utilized against the average collected balance in the Demand
Deposit Account maintained at State Street Bank.




<PAGE>

SPECIAL SERVICES

Fees for activities of a non-recurring nature such as fund consolidation or
reorganizations, extraordinary security shipments and the preparation of special
reports will be subject to negotiation. Fees for automated pricing, yield
calculation and other special items will be negotiated separately.

OUT OF POCKET EXPENSES

A billing for the recovery of applicable out-of-pocket expenses will be made as
of the end of each month. Out of Pocket expenses include, but are not limited
to, the following:

Telephone
Wire Charges ($5.50 per wire)
Postage and Insurance
Courier Service
Duplicating Archiving
Legal Fees
Supplies Related to Fund Records
Rush Transfer - $8.00 each
Transfer fees
Sub-custodian Charges (e.g., Stamp Duties, Registration, etc.)
Price Waterhouse Audit Letter
Federal Reserve Fee for Return Check items over $2,500 - $4.25
GNMA Transfer - $15.00 each
PTC Deposit/Withdrawal for same day turnarounds - $50.00

APPROVED BY:

USLIFE INCOME FUND, INC.
By: /s/ Gregory R. Seward
Title: Treasurer
Date: April 14, 1998


STATE STREET BANK AND TRUST COMPANY
By:
Title: Vice President
Date: April 14, 1998




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2K
<SEQUENCE>23
<FILENAME>ex2-ki.txt
<DESCRIPTION>EXHIBIT 2(K)(I)
<TEXT>

<PAGE>

EXHIBIT (k)(i)
  TRANSFER AGENCY AGREEMENT

                        CHASEMELLON SHAREHOLDER SERVICES

        SERVICE AGREEMENT AND FEE PROPOSAL FOR TRANSFER AGENT SERVICES TO

                            USLIFE INCOME FUND, INC.
                              Date: January 9, 1998

                            Transfer Agent Agreement




<PAGE>

     TRANSFER AGENT AGREEMENT, dated November 13,1997 between USLife Income
Fund, Inc., a. corporation ("Client"} and ChaseMellon Shareholder Services,
L.L.C., a New Jersey limited liability company ("ChaseMellon").

1. Appointment. Client appoints ChaseMellon as its transfer agent, registrar and
dividend disbursing agent and ChaseMellon accepts such appointment in accordance
with the following terms and conditions for all authorized shares of each class
of stock listed in Annex A hereto (the "Shares").

2. Term of Agreement. This Agreement shall commence on the date hereof and shall
continue for a term of three years. Unless either party gives written notice of
termination of this Agreement at least 60 days prior to the end of the
three-year term, or any successive three-year term, this Agreement shall
automatically renew for an additional three-year term.

In the event this Agreement is terminated by Client, Client's notice must
include a certified resolution of the Board of Directors of Client to such
effect, instructions as to the disposition of records, as well as any additional
documentation reasonably requested by ChaseMellon. Except as otherwise expressly
provided in this Agreement, the respective rights and duties of Client and
ChaseMellon under this Agreement shall cease upon termination of the
appointment.

3. Duties of ChaseMellon. ChaseMellon will provide all necessary operational,
administrative and management services for Client in the performance of the
stock transfer, registrar, dividend disbursing, and other related services
listed in Annex B hereto.

4. The Shares. Client represents, warrants and covenants to ChaseMellon that:

     a) the Shares issued and outstanding on the date hereof have been duly
authorized, validly issued and are fully paid and are non-assessable; and any
Shares to be issued hereunder, when issued, shall have been duly authorized,
validly issued and fully paid and will be non-assessable.

     b) the Shares issued and outstanding on the date hereof have been duly
registered under the Securities Act of 1933, as amended, and such registration
has become effective, or are exempt from such registration; and have been duly
registered under the Securities Exchange Act of 1934, as amended, or are exempt
from such registration;

     c) any Shares to be issued hereunder, when issued shall have been duly
registered under the Securities Act of 1933, as amended, and such registration
shall have become effective or shall be exempt from such registration; and shall
have been duly registered under the Securities Exchange Act of 1934, as amended,
or shall be exempt from such registration.




<PAGE>

     d) Client has paid or caused to be paid all taxes, if any, which were
payable upon or in respect of the original issuance of the Shares issued and
outstanding on the date hereof, and

     e) the execution and delivery of this Agreement, and the issuance and any
subsequent transfer of the Shares hereunder, do not and will not conflict with,
violate, or result in a breach of the terms, conditions or provisions of, or
constitute a default under, the charter or the by-laws of Client, any law or
regulation, any order or decree of any court or public authority having
jurisdiction, or any mortgage, indenture, contract, agreement or undertaking to
which Client is a party or by which it is bound and this Agreement is
enforceable against Client in accordance with it terms, except as may be limited
by bankruptcy , insolvency, moratorium, reorganization and other similar laws
affecting the enforcement of creditor's rights generally.

     Client agrees to provide the documentation and notifications listed in
Annex C hereto.

5. Compensation, Expenses, Scope of Agency and Indemnification. Client shall
compensate ChaseMellon for its services hereunder in accordance with the fee
schedule agreed to by the parties. Such fees shall be adjusted annually by the
annual percentage of change in the latest Consumer Price Index of All Urban
Consumers (CPI-U) for the Northeast region, 1982-84-100, as published by the
U.S. Department of Labor, Bureau of Labor Statistics. Client shall reimburse
ChaseMellon for all reasonable expenses, disbursements or advances incurred by
it in accordance herewith. All amounts owed to ChaseMellon hereunder are due
upon receipt of the invoice. Delinquent payments are subject to a late payment
charge of one and one half percent (1.5%) per month commencing forty-five (45)
days from the invoice date. Client agrees to reimburse ChaseMellon for any
attorney's fees and any other costs associated with collecting delinquent
payments.

     ChaseMellon may rely and shall be protected in acting or refraining from
acting upon any Client communication authorized by this Agreement; upon any
communication from any predecessor Transfer Agent or co-Transfer Agent or from
any Registrar (other than ChaseMellon), predecessor Registrar or co-Registrar;
and upon any other written instruction, notice, request, direction, consent,
report, certificate or other instrument, paper or document believed by
ChaseMellon to be genuine. ChaseMellon is authorized to refuse to make any
transfer it deems improper. In the absence of gross negligence or intentional
misconduct on its part, ChaseMellon shall not be liable for any action taken,
suffered, or omitted by it or for any error of judgment made by it in the
performance of its duties under this Agreement.

     ChaseMellon may consult with counsel (including internal counsel) whose
advice shall be full and complete authorization and protection in respect of any
action taken, suffered or omitted by it hereunder in good faith and in
reasonable reliance thereon.




<PAGE>

     Client shall indemnify ChaseMellon for, and hold it harmless against, any
loss, liability or expense incurred without gross negligence or intentional
misconduct on its part arising out of or in connection with its duties under
this Agreement, including and expenses of defending itself against any claim or
liability in connection with its exercise or performance of any of its duties
under this Agreement. In no case will ChaseMellon be liable for special,
indirect, incidental or consequential loss or damages of any kind whatsoever
(including but not limited to lost profits), even if ChaseMellon has been
advised of the possibility of such damages. Any liability of ChaseMellon will be
limited to the amount of fees paid by Client hereunder.

     The obligations of Client under this section shall survive the termination
of this Agreement.

6. Notices. All notices, demands and other communications shall be in writing
and sent or delivered to the addresses indicated on the signature page hereof.

7. Miscellaneous. This Agreement may not be amended or modified in any manner
except by a written agreement signed by both ChaseMellon and Client.

     This Agreement shall be governed by, construed and interpreted in
accordance with the laws of the State of New York, without reference to the
choice of law doctrine of such state.

     ChaseMellon is acting solely as agent for Client under this Agreement and
owes no duties hereunder to any other person. ChaseMellon undertakes to perform
the duties and only the duties that are specifically set forth in this
Agreement, and no implied covenants or obligations shall be read into this
Agreement against ChaseMellon.

     This Agreement shall be binding upon, inure to the benefit of, and be
enforceable by, the respective successors and assigns of Client and ChaseMellon.

     ChaseMellon shall not be liable for any failure or delays arising out of
conditions beyond its reasonable control including, but not limited to, work
stoppages, fires, civil disobedience, riots, rebellions, storms, electrical,
mechanical, computer or communications facilities failures, acts of God or
similar occurrences.

     The Schedules and Annexes hereto are an integral part of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their
duly authorized officers as of the day and year above written.




<PAGE>

US LIFE INCOME FUND, INC.


By:

Name:

Title:

Address:

Attn:


CHASEMELLON SHAREHOLDER SERVICES. L.L.C.


By:

Name:

Title:

Address:

Attn:




<PAGE>

Annex A
                 STOCK SUBJECT TO THE AGREEMENT
- ----------------------------------------------------------------
                                                 Number of
                              Number of          Authorized
                              Authorized         Shares Reserved
                              Shares Issued      for Future
                 Number of    and Outstanding    Issuance Under
                 Authorized   (including         Existing
Class of Stock   Shares       Treasury Shares)   Agreements
- ----------------------------------------------------------------




<PAGE>

Annex B
                             SERVICES TO BE PROVIDED

Account Maintenance Functions

     o    Opening new accounts

     o    Posting debits and credits

     o    Maintaining certificate history

     o    Placing and releasing stop transfer notations

     o    Consolidating accounts

     o    Coding accounts requiring special handling (e.g., "bad address," "do
          not mail," "VIP," etc.)

     o    Processing address changes

     o    Responding to shareholder correspondence

     o    Providing a general 800 phone number for shareholder inquiries

     o    Obtaining and posting Taxpayer Identification Number certifications
          pursuant to IDTCA regulations

     o    Maintaining closed accounts for the purpose of research and tax
          reporting

     o    Purging closed accounts that meet selective criteria

     o    Providing unlimited on-line access to shareholder records

     o    Training on system access

Certificate Issuance Functions

     o    Qualifying under the rules of the NYSE and AMEX to act in the dual
          capacity as transfer agent and registrar

     o    Maintaining mail and window facilities for the receipt of transfer
          requests

     o    Maintaining and securing unissued certificate inventory and supporting
          documents

     o    Examining issuance or transfer requests to ensure that proper
          authority is being exercised

     o    Verifying (to the extent possible) that surrendered certificates are
          genuine and have not been altered

     o    Verifying that original issuances are properly authorized and have
          necessary regulatory approval

     o    Verifying that Shares issued equal the amount surrendered

     o    Verifying that no stop orders are held against the surrendered
          certificates

     o    Issuing and registering new certificates

     o    Recording canceled and issued certificates by registration,
          certificate number and Shares

     o    Canceling surrendered certificates and storing for two years

     o    Delivering completed transfers

     o    Processing restricted and legal transfers upon presentment of
          appropriate supporting documentation




<PAGE>

     o    Preparing Daily Transfer or Management Summary Journals

     o    Replacing lost, destroyed or stolen certificates provided that
          ChaseMellon is in receipt of (a) evidence acceptable to it of the
          loss, theft or destruction, and (b) a surety bond acceptable to
          ChaseMellon sufficient to indemnify and save it and Client harmless
          (charge imposed on shareholder)

Proxy and Annual Meeting Functions

     o    Identifying broker/nominee account requirements to determine amount of
          sets of material needed

     o    Preparing and mailing proxy material and Annual Report

     o    Suppressing the mailing of multiple Annual Reports to households
          requesting it

     o    Tabulating proxies (both scanner and manual) returned by shareholders

     o    Identifying shareholders who will attend the Annual Meeting

     o    Providing Inspector(s) of Election for the Annual Meeting

     o    Supporting efforts of any proxy solicitor

     o    Preparing list of record date holders

     o    Preparing report of final vote

     o    Providing remote access to proxy tabulation system

     o    Maintaining an automated link with DTC and ADP to receive
          transmissions of broker votes

     o    Processing omnibus proxies for respondent banks

Other Services

     o    Preparing shareholder listings and labels

     o    Preparing analytical reports

     o    Mailing quarterly or periodic reports

     o    Locating lost shareholders through Shareholder Asset Recovery Program
          ("SHARP")

(If requested, the following services are subject to additional fees):

Dividend Disbursement Functions

     o    Preparing and mailing checks

     o    Reconciling checks

     o    Preparing payment register in list or microfiche form

     o    Withholding and filing taxes for non-resident aliens and others

     o    Filing federal tax information returns

     o    Processing "B" and "C" Notices received from the IRS

     o    Mailing required statements (Form 1099) to registered holders

     o    Maintaining stop files and issuing replacement checks

     o    Maintaining payment orders and addresses




<PAGE>

     o    Maintaining records to support escheat filings

Dividend Reinvestment Services

     o    Opening and maintaining participant accounts

     o    Processing reinvestment and optional cash payments

     o    Preparing participant statements of account, after each transaction,
          showing activity for current period

     o    Processing liquidations and terminations according to plan
          specifications

     o    Providing periodic investment reports to USLife Income Fund, Inc.

     o    Preparing Form 1099B to report sales proceeds

Other Services

     o    Filing escheat reports through Escheat Management Option

     o    Providing ACH, direct deposit services

     o    Providing a dedicated toll free 800 number

     o    Providing confidential voting for annual meeting

     o    Dividend Disbursement Functions

     o    Dividend Reinvestment Services




<PAGE>

Annex C

           DOCUMENTS AND NOTIFICATIONS TO BE DELIVERED TO CHASEMELLON
                        UPON EXECUTION OF THIS AGREEMENT

Client shall provide ChaseMellon with the following:

1.   An adequate supply of Share certificates.

2.   A copy of the resolutions adopted by the Board of Directors of Client
     appointing ChaseMellon as Transfer Agent and/or Registrar and Dividend
     Disbursement Agent, as the case may be, duly certified by the Secretary or
     Assistant Secretary of Client under the corporate seal.

3.   A copy of the Certificate of Incorporation of Client, and all amendments
     thereto, certified by the Secretary of State of incorporation.

4.   A copy of the By-laws of Client as amended to date, duly certified by the
     Secretary of Client under the corporate seal.

5.   A certificate of the Secretary or an Assistant Secretary of Client, under
     its corporate seal, stating that:

          a.   This Agreement has been executed and delivered pursuant to the
               authority of the Client's Board of Directors;

          b.   The attached specimen Share certificate(s) are in substantially
               the form submitted to and approved by Client's Board of Directors
               for current use and the attached specimen Share certificates for
               each Class of Stock with issued and outstanding Shares are in the
               form previously submitted to and approved by Client's Board of
               Directors for past use;

          c.   The attached list of existing agreements pursuant to which Shares
               have been reserved for future issuance specifying the number of
               reserved Shares subject to each such existing agreement and the
               substantive provisions thereof, is true and complete, or no
               Shares have been reserved for future issuance;

          d.   Each shareholder list provided is true and complete (such
               certification may state that it is based upon the certification
               of the predecessor Transfer Agent or predecessor Registrar that
               prepared the list) or no Shares are outstanding;

          e.   The name of each stock exchange upon which any of the Shares are
               listed and the number and identity of the Shares so listed;




<PAGE>

          f.   The name and address of each co-Transfer Agent, Registrar (other
               than ChaseMellon) or co-Registrar for any of the Shares and the
               extent of its appointment, or there are no co-Transfer Agents,
               Registrars (other than ChaseMellon) or co-Registrars for any of
               the Shares;




<PAGE>

                             NOTIFICATION OF CHANGES

           Client shall promptly notify ChaseMellon of the following:

1.   Any change in the name of Client, amendment of its certificate of
     incorporation or its by-laws;

2.   Any change in the title of a Class of Stock from that set forth in Column 1
     of Schedule A;

3.   Any change in the Number of Authorized Shares from that set forth in Column
     2 of Schedule A;

4.   Any change in existing agreements or any entry into new agreements,
     changing the Number of Authorized Shares Reserved for Future Issuance Under
     Existing Agreements from that listed in Column 4 of Schedule A hereto;

5.   Any change in the number of outstanding Shares subject to stop orders or
     other transfer limitations;

6.   The listing or delisting of any Shares on any stock exchange;

7.   The appointment after the date hereof of any co-Transfer Agent, Registrar
     (other than ChaseMellon) or any co-Registrar for any of the Shares;

8.   The merger of Client into, or the consolidation of Client with, or the sale
     or other transfer of the assets of Client substantially as an entirety to,
     another person; or the merger or consolidation of another person into or
     with Client; and

9.   Any other change in the affairs of Client of which ChaseMellon must have
     knowledge to perform properly its duties under this Agreement.




<PAGE>

FEE SCHEDULE

                            USLIFE INCOME FUND, INC.

Initial Term of Agreement:      Three (3) Years

Fees Not Subject to Increase:   Two (2) Years
(During initial term only)

                                  SERVICE FEES

Shareholder Accounts Maintained                 $    4.50
New Shareholder Accounts Added                       4.50
Certificates Issued and Registered                   1.40
Certificates posted                                   .30
Transfers Requiring Special Handling                 7.50

Dividend Disbursement Services

Abandoned Property Records Posted                     .30
Withholding of Federal Tax on Domestic               3.00
Residents
Withholding Tax on Non-Resident Aliens               3.00
IRS Backup withholding                              25.00

Dividend Reinvestment

Annual Administration Fee for Dividend          $2,500.00
Reinvestment Agent
Dividend Reinvestments                               2.50

Abandoned Property

Per existing contract

Proxy Preparation




<PAGE>

Analyzing Accounts to Produce Broker/Nominee          .05
Search Card Labels
Analyzing accounts to Prepare Broker/Nominee          .05
List

Proxy Preparation                                     .15
Enclose Annual Report, Proxy, Proxy Statement         .20
and return envelope
Additional Enclosure                                  .05
Certified Shareholder List                            .05
Prepare Second Proxy Cards                            .25
Enclose Proxy, Reminder Letter and return             .15
envelope

Proxy Tally

Administrative Fee for Providing                 2,500.00
Comprehensive Annual Meeting Services
Administrative Services performed with
Respect to Monitoring and Controlling              250.00
Downstream Proxies

Incorporation of Respondent Banks Omnibus           35.00
Position into Tally File
Tally Scannable Proxies for Quorum and One           0.37
Proposition
Tally Additional Propositions                        0.12
Tally Non-machine Readable Proxies                   2.00

Other Services

Prepare Labels                                        .05
Affix Labels                                          .03
Enclose Material for Mailing                          .05




<PAGE>

Statistical                                           .05
Sheet List                                            .05




<PAGE>

                            Expense and Other Charges

Fees and Out of Pocket Expenses. All charges and fees, out of pocket costs,
expenses and disbursements of ChaseMellon are due and payable by Client upon
receipt of an invoice from ChaseMellon. Client shall pay for postage by mail
date.

The cost of stationary and supplies, such as transfer sheets, dividend checks,
etc., together with a disbursement for telephone, postage, mail insurance,
travel for annual meeting, link-up charges for ADP/IECA, tape charges from DTC,
etc. are billed in addition to the above fees.

For companies who participate in the Direct Registration System (DRS),
ChaseMellon will provide a "sell" feature for disposal of book-entry shares held
on behalf of a shareholder. Upon receipt of a sell request by the registered
shareholder, ChaseMellon will process the request and remit the proceeds to the
shareholder in the form of a check (less the appropriate handling charge and
trading fee). The handling charge for each sell request is $15.00 and the
trading fee is $0.12 per share.

Initial Fee. A fee of $2,000.00 will be imposed for any additional activities
associated with the acceptance of appointments involving initial public
offerings (IPO's) and secondary offerings. The initial fee will cover the
issuance of up to 200 certificates. Certificates issued over this threshold will
be billed at $1.50 each.

Termination Fee. In the event Client terminates prior to the termination of the
initial term of this Agreement, the Client shall pay ChaseMellon a fee of one
dollar ($1.00) per registered shareholder account then maintained for the Client
on ChaseMellon's records, subject to a minimum fee of two thousand five hundred
dollars ($2,500.00). This fee, subject to change upon written notification to
the Client by ChaseMellon, is separate from any other amounts payable by the
Client to ChaseMellon incidental to such termination, such as, the cost to
produce and ship records, reports and unused certificate stock to a successor
agent. It is also separate from any other fees for services under this
Agreement, which would be accrued and payable by the Client to ChaseMellon prior
to such termination. ChaseMellon may withhold the Client's records, reports and
unused certificate stock from a successor agent pending the Client's payment in
full of its fees and expenses owed under this Agreement.

Conversion. There is usually no charge for converting the Client's files to
ChaseMellon's system with the exception of outstanding check history from the
current agent's file. A review of the current rules and formats will be made to




<PAGE>

determine if any situation exists which will require extraordinary effort to
complete the conversion. Any charge will be discussed with the Client prior to
work commencing.

Interest. In the event Client shall default in the payment of any such charges,
such defaulted sums shall bear interest or finance charges at the maximum
applicable legal rate and all costs and expenses of effecting collection of any
said sums, including a reasonable attorney's fee, shall be paid by Client.

Legal, Technological Expenses. Certain legal expenses may be incurred in
resolving matters not anticipated in the normal course of business. This may
result in a separate charge to cover our expenses in resolving such matters;
provided that any legal expenses charged to the Client shall be reasonable.

In the event any Federal regulation and/or state or local law are enacted which
require ChaseMellon to make any technological improvements and/or modifications
to our current system, Client shall reimburse ChaseMellon, on a pro rata basis
proportionate to the Client's registered shareholder base, for the costs
associated with making such required technological improvements and/or
modifications.

Other Services. Fees for any services not specified, such as maintaining mail
lists, storing canceled certificates after the initial two year period,
escheating unclaimed property to the states, stock splits, exchanges, tenders,
solicitation mailings and coding of dividend reinvestment and ACH accounts,
etc., will be based on ChaseMellon's standard fees at the time of the request
or, if no standard fees have been established, an appraisal of the work to be
performed.




<PAGE>

                        CHASEMELLON SHAREHOLDER SERVICES

                              LISTS/LABELS/ANALYSES

                                  FEE SCHEDULE

LISTS

   Per name listed                        .035

LABELS

   Per label printed                      .035

ANALYSES

   Per name passed on data base            .01

   Per name listed in report              .035

(MINIMUM charge for each of the above services will be based on 1,000 names
listed or passed on data base or labels printed.)

OUT-OF-POCKET EXPENSES

Any expenses of this nature, which include but are not limited to telephone,
facsimile transmissions, postage, insurance, messenger, stationary, etc., will
be billed in addition to the above stated fees.




<PAGE>

                        CHASEMELLON SHAREHOLDER SERVICES

                                MAILING SERVICES

                                  FEE SCHEDULE

ADDRESSING

   Addressing mailing medium (per name)   .035

AFFIXING

   Affixing labels (per label)            .035

INSERTING

   Inserting Enclosures (Machine)

      1st Enclosure (per piece)           .040

      2nd Enclosure (per piece)           .025

      3rd Enclosure (per piece)           .020

      4th Enclosure (per piece)           .015

   Inserting Enclosures (Manual)

          Charge will be determined based on analysis of work to be performed.

(MINIMUM charge for each of the above mailing services will be based on 1,000
names, labels or pieces.)

OUT-OF-POCKET EXPENSES

Any expenses of this nature, which include but are not limited to telephone,
facsimile transmissions, postage, insurance, messenger, stationary, etc., will
be billed in addition to the above stated fees.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2K
<SEQUENCE>24
<FILENAME>ex2-kii.txt
<DESCRIPTION>EXHIBIT 2(K)(II)
<TEXT>

<PAGE>

EXHIBIT (k)(ii)
ADMINISTRATION AGREEMENT

                            ADMINISTRATION AGREEMENT

          This ADMINISTRATION AGREEMENT (the "Agreement") is dated as of January
23, 2002 and is between USLIFE INCOME FUND, INC., a Maryland corporation (the
"Fund") whose principal offices are located at 1680 38TH Street, Suite 800,
Boulder, CO. 80301, and FUND ADMINISTRATIVE SERVICES, LLC, a Colorado limited
liability company (the "Administrator"), whose principal offices are located at
1680 38th Street, Suite 800, Boulder, CO. 80301.

                                    RECITALS

          A. The Fund is a closed-end management investment company organized as
a Maryland corporation.

          B. The Fund desires to retain the Administrator to provide
administrative services to the Fund, and the Administrator is willing to provide
such services on the terms and subject to the conditions set forth in this
Agreement.

                                    COVENANTS

          NOW, THEREFORE, in consideration of the premises and the mutual
promises contained herein, and for other good and valuable consideration, the
parties agree as follows:

     1. Definitions. As Used in this Agreement:

          (a) "1933 Act" means the Securities Act of 1933, as amended.

          (b) "1934 Act" means the Securities Exchange Act of 1934, as amended.

          (c) "1940 Act" means the Investment Company Act of 1940, as amended.

          (d) "Adviser" means the investment adviser for the Fund as defined in
the 1940 Act.

          (e) "Authorized Person" means any officer of the Fund and any other
person duly authorized by the Fund's Board of Directors to give Oral
Instructions and Written Instructions on behalf of the Fund. An Authorized
Person's scope of authority may be limited by setting forth such limitation in a
written document signed by both parties hereto.

          (f) "CEA" means the Commodities Exchange Act, as amended.

          (g) "Oral Instructions" mean oral instructions received by
Administrator from an Authorized Person or from a person reasonably believed by
Administrator to be an Authorized Person. Administrator may, in its sole
discretion in each separate instance, consider and




<PAGE>

rely upon instructions it receives from an Authorized Person via electronic mail
as Oral Instructions.

          (h) '"SEC" means the Securities and Exchange Commission.

          (i) "Securities Laws" means the 1933 Act, the 1934 Act, the 1940 Act
and the CEA.

          (j) "Shares" means the shares of common stock of any series or class
of the Fund.

          (k) "Written Instructions" means (i) written instructions signed by an
Authorized Person and received by Administrator or (ii) trade instructions
transmitted (and received by Administrator) by means of an electronic
transaction reporting system access to which requires use of a password or other
authorized identifier. The instructions may be delivered by hand, mail, tested
telegram, cable, telex, facsimile sending device or email.

     2. Appointment. The Fund hereby appoints Administrator to provide
administration and accounting services in accordance with the terms set forth in
this Agreement. Administrator accepts such appointment and agrees to provide
such services.

     3. Delivery of Documents. The Fund has provided or, where applicable, will
provide Administrator with the following:

          (a) at Administrator's request, certified or authenticated copies of
the resolutions of the Fund's Board of Directors approving the appointment of
Administrator or its affiliates to provide services to the Fund and approving
this Agreement.

          (b) A copy of the Fund's most recent effective registration statement.

          (c) A copy of the Fund's advisory agreement or agreements.

          (d) A copy of each additional Administration Agreement of the Fund, if
any; and

          (e) Copies (certified or authenticated, where applicable) of any and
all amendments or supplements to the foregoing.

     4. Compliance with Rules and Regulations. Administrator undertakes to
comply with all applicable requirements of the Securities Laws, and any laws,
rules and regulations of governmental authorities having jurisdiction with
respect to the duties to be performed by Administrator hereunder. Except as
specifically set forth herein, Administrator assumes no liability for such
compliance by the Fund or other entity.

     5. Instructions.

          (a) Unless otherwise provided in this Agreement, Administrator shall
act only upon Oral Instructions or Written Instructions.

          (b) Administrator shall be entitled to rely upon any Oral Instruction
or Written Instruction it receives from an Authorized




<PAGE>

Person (or from a person reasonably believed by Administrator to be an
Authorized Person) pursuant to this Agreement. Administrator may assume that any
Oral Instruction or Written Instruction received hereunder is not in any way
inconsistent with the provisions of organizational documents or this Agreement
or of any vote, resolution or proceeding of the Fund's Board of Directors or of
the Fund's shareholders, unless and until Administrator receives Written
Instructions to the contrary.

          (c) The Fund agrees to forward to Administrator Written Instructions
confirming Oral Instructions (except where such Oral Instructions are given by
Administrator or its affiliates) so that Administrator receives the Written
Instructions by the close of business on the same day that such Oral
Instructions are received. The fact that such confirming Written Instructions
are not received by Administrator or differ from the Oral Instructions shall in
no way invalidate the transactions or enforceability of the transactions
authorized by the Oral Instructions or Administrator's ability to rely upon such
Oral Instructions. Where Oral Instructions or Written Instructions reasonably
appear to have been received from an Authorized Person, Administrator shall
incur no liability to the Fund in acting upon such Oral Instructions or Written
Instructions provided that Administrator's actions comply with the other
provisions of this Agreement.

     6. Right to Receive Advice.

          (a) Advice of the Fund. If Administrator is in doubt as to any action
it should or should not take, Administrator may request directions or advice,
including Oral Instructions or Written Instructions, from the Fund.

          (b) Advice of Counsel. If Administrator shall be in doubt as to any
question of law pertaining to any action it should or should not take,
Administrator may request advice from counsel of its own choosing (who may be
counsel for the Fund, the Fund's investment adviser or Administrator, at the
option of Administrator).

          (c) Conflicting Advice. In the event of a conflict between directions
or advice or Oral Instructions or Written Instructions, Administrator receives
from the Fund and the advice Administrator receives from counsel, Administrator
may rely upon and follow the advice of counsel.

          (d) Protection of Administrator. Administrator shall be protected in
any action it takes or does not take in reliance upon directions or advice or
Oral Instructions or Written Instructions it receives from the Fund or from
counsel and which Administrator believes, in good faith, to be consistent with
those directions or advice and Oral Instructions or Written Instructions.
Nothing in this section shall be construed so as to impose an obligation upon
Administrator (i) to seek such directions or advice or Oral Instructions or
Written Instructions, or (ii) to act in accordance with such directions or
advice or Oral Instructions or Written Instructions unless, under the terms of
other provisions of this




<PAGE>

Agreement, the same is a condition of Administrator's properly taking or not
taking such action.

     7. Records; Visits.

          (a) The books and records pertaining to the Fund which are in the
possession or under the control of Administrator shall be the property of the
Fund. Such books and records shall be prepared and maintained as required by the
1940 Act and other applicable Securities Laws, rules and regulations. The Fund
and Authorized Persons shall have access to such books and records at all times
during Administrator's normal business hours. Upon the reasonable request of the
Fund, copies of any such books and records shall be provided by Administrator to
the Fund or an Authorized Person, at the Fund's expense.

          (b) Administrator shall keep the following records:

               (1) all books and records with respect to the Fund's books of
     account;

               (2) records of the Fund's securities transactions; and

               (3) all other books and records as the Fund is required to
     maintain pursuant to Rule 31a-1 of the 1940 Act.

     8. Officers and Staff. The Administrator shall provide personnel to act as
officers of the Fund, to do such things as are permitted in the Fund's Articles
of Incorporation and By-laws, as each is amended to the date hereof.

     9. Administrative Services. The Administrator shall provide the following
administrative, accounting, legal and regulatory services to the Fund
(collectively, the "Administrative Services"). It is intended that the
Administrative Services provided by the Administrator shall be of an
administrative nature only and shall under no circumstances include services
associated with the provision of investment advisory services.

          (a) Negotiation of Service Provider Contracts. Administrator shall
negotiate all contracts with Service Providers, supervise their obligations, and
make periodic reports to the Board on their respective performance. For this
purpose, "Service Provider" means the Fund's Investment Adviser(s), the Fund's
transfer agent and registrar, the Fund's custodian, and all other service
providers and vendors of the Fund.

          (b) Oversight of Service Providers. The Administrator shall maintain
oversight with respect to the activities of the Service Providers and shall
review all relevant reports, documentation and other work product prepared by
the Service Providers including but not limited to:

               (1) Prepare quarterly broker security transactions summaries;

               (2) Prepare monthly security transaction listings;




<PAGE>

               (3) Supply various normal and customary Fund statistical data as
     requested on an ongoing basis;

               (4) Prepare for execution and file the Fund's federal and state
     tax returns;

               (5) Monitor the Fund's status as a regulated investment company
     under Sub-chapter M of the Internal Revenue Code of 1986, as amended, and
     compliance with its investment objectives, policies and restrictions;

               (6) Prepare and file with the SEC the Fund's annual and
     semi-annual shareholder reports;

               (7) Prepare, coordinate with Fund's outside counsel and file with
     the SEC Post-Effective Amendments to the Fund's Registration Statement as
     needed, prepare reports to the SEC including the preparation and filing of
     semi-annual reports on Form N-SAR;

               (8) Prepare, coordinate with Fund's outside counsel and file with
     the SEC notices of Annual or Special Meetings of Shareholders and Proxy
     materials relating to such meetings;

               (9) Assist in obtaining the fidelity bond and directors' and
     officers' errors and omissions insurance policies for the Fund in
     accordance with the requirements of Rule 17g-1 and 17d-1(d)(7) under the
     1940 Act as such bond and policies are approved by the Fund's Board of
     Directors;

               (10) Monitor the Fund's assets to assure adequate fidelity bond
     coverage is maintained;

               (11) Draft agendas, resolutions, minutes and materials for
     quarterly and special Board and Board committee meetings;

               (12) Coordinate the preparation, assembly and mailing of Board
     materials;

               (13) Maintain the Fund's corporate calendar to assure compliance
     with various filing and Board approval deadlines;

               (14) Coordinate contractual relationships and communications
     between the Fund and its contractual Service Providers;

               (15) Provide documentation regarding the current investments of
     the Fund and all trades executed by such investment adviser(s) as the Fund
     may engage from time to time (the "Adviser(s)");

               (16) Calculate monthly, quarterly and annual total returns;

               (17) Calculate and monitor net realized and unrealized gains
     (losses) of the Fund;

               (18) Prepare weekly and month-end calculation of the Fund's NAV;




<PAGE>

               (19) Determine the Fund's asset allocation;

               (20) Review any and all other reports produced by Service
     Providers in regards to the Fund; and

               (21) Construct, maintain and administer a website for the Fund.

          (c) Reports to the Board. The Administrator shall make periodic
reports to the Board and insure that all relevant information regarding the Fund
is made available to shareholders, analysts, investors, and the like through
shareholder reports, proxy statements, press releases, other public documents
and filings and other communications.

          (d) Dividend Recommendations and Compliance With Fund Policies. The
Administrator shall, at the request of the Directors, study and make
recommendations to the Directors regarding the Fund's dividend payout of income
and capital gains, and the Fund's compliance with its policies and
organizational documents, with the 1940 Act and with IRS tax codes and
regulations.

          (e) General Management and Shareholder Communication. The
Administrator shall provide general management and oversight for the Fund, to
the extent not provided by the Adviser(s). The Administrator shall provide such
necessary personnel and equipment to adequately receive and respond to all
inquiries of the Fund's shareholders.

          (f) Directors & Officers Liability Insurance. At least annually, the
Administrator shall solicit proposals and make recommendations to the Board
regarding the availability, cost and acquisition of errors and
omissions/directors and officers liability insurance, fidelity bonds, and such
other insurance as might be required or prudent, as the Board may determine.

          (g) Disbursement Services. The Administrator shall review and approve
all Fund expenses and cause them to be paid in a timely manner.

          (h) Personnel. Except as provided in Section 10 hereof, the
Administrator shall, at its sole cost and expense, employ, engage or associate
with itself such persons as it believes appropriate to assist it in performing
its obligations under this Agreement.

          (i) Other Services Requested by the Board. The Administrator shall
provide such other administrative services as may be reasonably requested from
time to time by the Board.

          (j) Accounting Services. Administrator will perform the following
accounting services (collectively, the "Accounting Services"), all of which are
included under the definition of "Administrative Services":

               (1) Journalize investment, capital share and income and expense
     activities;




<PAGE>

               (2) Verify investment buy/sell trade tickets when received from
     an investment adviser for the Fund and transmit trades to the Fund's
     Custodian for proper settlement;

               (3) Maintain individual ledgers for investment securities;

               (4) Maintain historical tax lots for each security;

               (5) Reconcile cash and investment balances of the Fund with the
     Fund's Custodian, and provide the Adviser(s) with the beginning cash
     balance available for investment purposes;

               (6) Update the cash availability throughout the day as required
     by the Adviser(s);

               (7) Post to and prepare the Statement of Assets and Liabilities
     and the Statement of Operations;

               (8) Calculate various contractual expenses (e.g., advisory and
     custody fees);

               (9) Monitor the expense accruals and notify an officer of the
     Fund of any proposed adjustments;

               (10) Control all disbursements and authorize such disbursements
     upon Written Instructions;

               (11) Calculate capital gains and losses;

               (12) Determine net income;

               (13) Obtain security market quotes from independent pricing
     services approved by the Board, or if such quotes are unavailable, then
     solicit an appropriate pricing protocol from the Adviser(s), subject to
     approval by the Board, and in either case calculate the market value of the
     Fund's investments;

               (14) Transmit or mail a copy of the daily portfolio valuation to
     the Adviser;

               (15) Compute net asset value;

               (16) As appropriate, compute yields, total returns, expense
     ratios, portfolio turnover rate and, if required, portfolio average
     dollar-weighted maturity; and

               (17) Prepare a monthly financial statement, which will include
     the following items: (i) Schedule of Investments; (ii) Statement of Assets
     and Liabilities; (iii) Statement of Operations; (iv) Statement of Changes
     in Net Assets; (v) Cash Statement, and (vi) Schedule of Capital Gains and
     Losses.

     10. Outsourcing. It is anticipated that Administrator will outsource
substantial responsibilities under this Agreement (the "Outsourced
Responsibilities") to reputable service providers who are qualified and in the
business of providing some or all of the services contemplated hereunder to
registered investment companies ("Outsource Providers"). Although custodian and
transfer agency and appurtenant responsibilities must be dealt with under
separate agreements between




<PAGE>

the Fund, the Administrator and such service providers, for the purposes of this
Agreement, such terms shall be included in the definition of "Outsourced
Responsibilities". In particular, but not by way of limitation, Administrator
will initially outsource the transfer agency services, Accounting Services and
other specific Administrative Services to PFPC Inc. and will outsource custody
services to PNC Bank. Notwithstanding the foregoing, the Administrator may, in
its reasonable discretion, change Outsource Providers or reallocate all or any
portion of the Accounting Services or other Outsourced Responsibilities
hereunder to one or any number of Outsource Providers. Whenever Administrator
proposes to enter into new agreements for the providing of any Outsourced
Responsibilities, or if Administrator proposes to change Outsource Providers for
any Administrative Services, it shall provide at least 60 days' prior written
notice to the Board of the details of the anticipated change.

     11. Best Efforts. The Administrator shall give the Fund the benefit of the
Administrator's best judgment and efforts in rendering services under this
Agreement. As an inducement to the Administrator's undertaking to render these
services, the Fund agrees that the Administrator shall not be liable under this
Agreement for any error of judgment or mistake of law or for any loss suffered
by the Fund in connection with the performance of its obligations and duties
under this Agreement, except a loss resulting from the Administrator's willful
misfeasance, bad faith or gross negligence in the performance of such
obligations and duties, or by reason of its reckless disregard thereof.

     12. Compensation.

          (a) The Administration Fee. In consideration of the responsibilities
assumed and the Administrative Services to be rendered by the Administrator
under this Agreement, the Fund shall pay the Administrator a monthly fee
(commencing on the Effective Date (defined below) calculated at an annual rate
of thirty (30) basis points applied against the value of the Fund's average
monthly net assets which, for the purposes of calculating such fee, will be
deemed to be the average monthly value of the Fund's total assets minus the sum
of the Fund's liabilities (excluding leverage, if any) (the "Administration
Fee"). If the fees payable to the Administrator pursuant to this Section begin
to accrue before the end of any month or if this Agreement terminates before the
end of any month, the fees for the period from that date to the end of that
month or from the beginning of that month to the date of termination, as the
case may be, shall be prorated according to the proportion that the period bears
to the full month in which the effectiveness or termination occurs.

          (b) All Inclusive Fee. The Administration Fee shall be "all-inclusive"
in that it shall constitute the entirety of the fees that the Fund pays with
respect to Administrative Services (including Accounting Services) as well as
custody and transfer agency services. The Administration Fee shall not be
construed to include outside




<PAGE>

auditor fees, outside legal services (e.g., Fund counsel and counsel for the
independent directors), extraordinary expenses or board related expenses. It is
understood and agreed that, because of the nature of the services, the
Administrator is not capable of providing custody and transfer agency services
under this Agreement and such services will be provided pursuant to separate
custody and transfer agency agreements between the Fund, the Administrator and
the respective custodian and transfer agent. Nonetheless, the Administration Fee
shall include all custodian and transfer agency fees and the actual cost of such
services paid by the Fund in the ordinary course of its business shall be
deducted from the Administration Fee as accrued.

     13. Reimbursement for Out of Pocket Expenses. The Fund shall reimburse
Administrator for all out of pocket expenses incurred in connection with its
duties hereunder, including travel expenses for Administrator's staff and the
staff of the Outsource Providers to attend meetings of the Board of Directors as
is reasonably necessary.

     14. Liaison with Accountants. Administrator shall act as liaison with the
Fund's independent public accountants and shall provide account analyses, fiscal
year summaries, and other audit-related schedules with respect to the Fund.
Administrator shall take all reasonable action in the performance of its duties
under this Agreement to assure that the necessary information is made available
to such accountants for the expression of their opinion, as required by the
Fund.

     15. Administrator's Systems. Administrator shall retain title to and
ownership of any and all data bases, computer programs, screen formats, report
formats, interactive design techniques, derivative works, inventions,
discoveries, patentable or copyrightable matters, concepts, expertise, patents,
copyrights, trade secrets, and other related legal rights utilized by
Administrator in connection with the services provided by Administrator to the
Fund.

     16. Disaster Recovery. Administrator shall enter into and shall maintain in
effect with appropriate parties one or more agreements making reasonable
provisions for emergency use of electronic data processing equipment to the
extent appropriate equipment is available. In the event of equipment failures,
Administrator shall, at no additional expense to the Fund, take reasonable steps
to minimize service interruptions. Administrator shall have no liability with
respect to the loss of data or service interruptions caused by equipment
failure, provided such loss or interruption is not caused by Administrator's own
willful misfeasance, bad faith, negligence or reckless disregard of its duties
or obligations under this Agreement.

     17. Approval of Agreement. This Agreement shall become effective as of
January 23, 2002 (the "Effective Date"), the date on which the Agreement was
approved by vote of a majority of:

          (a) The Board of Directors of the Fund and




<PAGE>

          (b) The Directors who are not "interested persons" (as defined in the
1940 Act) of the Fund and who have no direct or indirect financial interest in
this Agreement (the "Non-Interested Directors");

          (c) cast in person at a meeting called for the purpose of voting on
such approval (the "Board Approval").

This Agreement shall continue in effect with respect to the Fund until August
31, 2003, and thereafter shall continue automatically for successive annual
periods ending on the last day of August of each year, subject to the
immediately following sentence, and provided such continuance receives Board
Approval, including approval by the Non-Interested Directors. This Agreement may
be terminated with respect to the Fund at any time, without payment of any
penalty, by a vote of a majority of the outstanding voting securities of the
Fund (as defined in the 1940 Act) or by a vote of a majority of the Fund's Board
of Directors on 60 days' written notice to the Administrator or by the
Administrator on 90 days' written notice to the Fund. This Agreement shall
terminate automatically in the event of its assignment (as defined in the 1940
Act).

     18. Confidentiality. Each party shall keep confidential any information
relating to the other party's business ("Confidential Information").
Confidential Information shall include (a) any data or information that is
competitively sensitive material, and not generally known to the public,
including, but not limited to, information about product plans, marketing
strategies, finances, operations, customer relationships, customer profiles,
customer lists, sales estimates, business plans, and internal performance
results, relating to the past, present or future business activities of the Fund
or Administrator, their respective subsidiaries and affiliated companies and the
customers, clients and suppliers of any of them; (b) any scientific or technical
information, design, process, procedure, formula, or improvement that is
commercially valuable and secret in the sense that its confidentiality affords
the Fund or Administrator a competitive advantage over its competitors.; (c) all
confidential or proprietary concepts, documentation, reports, data,
specifications, computer software, source code, object code, flow charts,
databases, inventions, know-how, and trade secrets, whether or not patentable or
copyrightable; and (d) anything designated as confidential. Notwithstanding the
foregoing, information shall not be subject to such confidentiality obligations
if it (a) is already known to the receiving party at the time it is obtained;
(b) is or becomes publicly known or available through no wrongful act of the
receiving party; (c) is rightfully received from a third party who, to the best
of the receiving party's knowledge, is not under a duty of confidentiality; (d)
is released by the protected party to a third party without restriction; (e) is
required to be disclosed by the receiving party pursuant to a requirement of a
court order, subpoena, governmental or regulatory agency or law (provided the
receiving party will provide the other party written notice of such requirement,
to the extent such notice is permitted); (f) is relevant to the defense of any
claim or




<PAGE>

cause of action asserted against the receiving party; or (g) has been or is
independently developed or obtained by the receiving party.

     19. Indemnification. The Fund agrees to indemnify and hold harmless
Administrator and its affiliates from all taxes, charges, expenses, assessments,
claims and liabilities (including, without limitation, reasonable attorneys fees
and disbursements and liabilities arising under the Securities Laws and any
state and foreign securities and blue sky laws) arising directly or indirectly
from any action or omission to act which Administrator takes in connection with
its provision of services to the Fund. Neither Administrator, nor any of its
affiliates, shall be indemnified against any liability (or any expenses incident
to such liability) caused by Administrator's or its affiliates' own willful
misfeasance, bad faith, negligence or reckless disregard of its duties and
obligations under this Agreement.

     20. Responsibility of Administrator.

          (a) Administrator shall be under no duty to take any action hereunder
on behalf of the Fund except as specifically set forth herein or as may be
specifically agreed to by Administrator and the Fund in a written amendment
hereto. Administrator shall be obligated to exercise care and diligence in the
performance of its duties hereunder and to act in good faith in performing
services provided for under this Agreement. Administrator shall be liable only
for any damages arising out of Administrator's failure to perform its duties
under this Agreement to the extent such damages arise out of Administrator's
willful misfeasance, bad faith, negligence or reckless disregard of such duties.

          (b) Without limiting the generality of the foregoing or of any other
provision of this Agreement, (i) Administrator shall not be liable for losses
beyond its control, including without limitation (subject to Section 11), delays
or errors or loss of data occurring by reason of circumstances beyond
Administrator's control, provided that Administrator has acted in accordance
with the standard set forth in Section 20(a) above, and (ii) Administrator shall
not be under any duty or obligation to inquire into and shall not be liable for
the validity or invalidity or authority or lack thereof of any Oral Instruction
or Written Instruction, notice or other instrument which conforms to the
applicable requirements of this Agreement, and which Administrator reasonably
believes to be genuine.

          (c) Notwithstanding anything in this Agreement to the contrary,
neither Administrator nor its affiliates shall be liable for any consequential,
special or indirect losses or damages, whether or not the likelihood of such
losses or damages was known by Administrator or its affiliates.

          (d) Each party shall have a duty to mitigate damages for which the
other party may become responsible.

     21. No Restrictions on Other Business. Except to the extent necessary to
perform the Administrator's obligations under this




<PAGE>

Agreement, nothing herein shall be deemed to limit or restrict the right of the
Administrator, or any affiliate of the Administrator, or any employee of the
Administrator, to engage in any other business or to devote time and attention
to the management or other aspects of any other business, whether of a similar
or dissimilar nature, or to render services to any other corporation, firm,
individual or association.

     22. Miscellaneous Provisions.

          (a) Articles of Incorporation; Binding Effect. The Articles of
Incorporation, establishing the Fund, together with all amendments thereto, is
on file in the office of the Secretary of the State of Maryland. The obligations
of the Fund are not personally binding upon, nor shall resort be had to the
private property of, any of the officers, directors or shareholders of the Fund
or any of their agents, but only the Fund's property shall be bound.

          (b) Governing Law. This Agreement shall be construed and its
provisions interpreted in accordance with the laws of the State of Maryland.

          (c) Binding Agreement; Assignment. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their successors. This
Agreement shall not be assignable by either party under any circumstances.

          (d) Severability. If any term or provision hereunder, or any portion
thereof, is held to be invalid or unenforceable, it shall not affect any other
term or provision hereunder or any part thereof.

          (e) Survival. All promises, covenants, agreements, representations and
warranties contained herein shall survive the execution and delivery, and the
subsequent termination, of this Agreement and the transactions contemplated
hereunder.

          (f) Entire Agreement. This Agreement contains the full, entire, and
integrated agreement and understanding between the parties with respect to the
covenants, promises and agreements herein described, and no representations,
warranties, provisions, covenants, agreements or understandings, written or
oral, not herein contained or referred to shall be of any force or effect.
Except as otherwise provided herein, this Agreement may not be modified or
amended except in writing signed by both of the parties hereto.

          (g) Counterparts. This Agreement may be executed in counterparts, all
of which together shall constitute one and the same instrument.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first written above.




<PAGE>

THE FUND:                              THE ADMINISTRATOR:

USLIFE INCOME FUND, INC.,              FUND ADMINISTRATIVE SERVICES,
a Maryland Corporation                 LLC, a Colorado limited liability Company


By: /s/ Stephen C. Miller              By: /s/ Carl D. Johns

    Stephen C. Miller, President           Carl D. Johns, Assistant Manager




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2K
<SEQUENCE>25
<FILENAME>ex2-kiii.txt
<DESCRIPTION>EXHIBIT 2(K)(III)
<TEXT>

<PAGE>

EXHIBIT (k)(iii)
AMENDMENT TO ADMINISTRATIVE AGREEMENT

                               FIRST AMENDMENT TO

                            ADMINISTRATION AGREEMENT

          THIS FIRST AMENDMENT TO ADMINISTRATION AGREEMENT (this "Amendment") is
made as of the 14th day of October 2002, by and among Fund Administrative
Services, L.L.C., a Colorado limited liability company (the "Administrator") and
BOULDER GROWTH & INCOME FUND, INC., a Maryland corporation (formerly known as
USLIFE Income Fund, Inc.) (the "Fund").

                                    RECITALS

     A. The Fund and Administrator are parties to an Administration Agreement
dated as of January 23, 2002, pursuant to which the Administrator provides
certain administrative functions for the Fund (the "Original Agreement"). The
Original Agreement together with the Amendment and any future amendments is
collectively referred to herein as the "Agreement".

     B. Under the terms of the Original Agreement the Board of Directors of the
Fund (the "Board") was to review, approve and renew the Original Agreement
annually on the anniversary of the date of the Original Agreement beginning on
January 23, 2004 (the "First Renewal Date").

     C. Notwithstanding the First Renewal Date being in 2004, at a meeting of
the Board on October 14, 2002, in conjunction with the renewal of the
administration agreement with the Fund's "sister" fund, Boulder Total Return
Fund, Inc. ("BTF"), the Administrator submitted a renewal proposal regarding the
Agreement which recommended that the Agreement be synchronized with renewal of
the administration agreement with BTF which expires, unless renewed, on December
31 of each year.

     D. The Board accepted the Administrator's recommendation and determined
that it would be more efficient for the Fund to consider renewal of the
Agreement on an annual basis in conjunction with the Board's review of the BTF
administration agreement. Accordingly, the parties have agreed to amend the
Original Agreement as follows.

                                    COVENANTS

          1. Amendment. The first sentence of the last paragraph of Paragraph 17
(Approval of Agreement) of the Original Agreement is deleted and replaced with
the following language:

          This Agreement shall continue in effect with respect to the Fund until
          December 31, 2002, and thereafter shall continue automatically for
          successive annual periods ending on the last day of each calendar
          year, subject to the immediately following sentence, and provided such
          continuance receives Board Approval, including approval by the
          Non-Interested




<PAGE>

          Directors.

          2. All Other Terms and Conditions Unchanged. All other terms and
conditions of the Agreement shall remain unchanged and in full force and effect.

          3. Counterparts. This Amendment may be executed in counterparts, each
of which shall be deemed an original for all purposes, and together shall
constitute one and the same Amendment.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.

THE FUND:                              THE ADMINISTRATOR:

BOULDER GROWTH & INCOMD FUND, INC.,    FUND ADMINISTRATIVE SERVICES, L.L.C.,
a Maryland Corporation                 a Colorado limited liability company


By: /s/ Stephen C. Miller              By: /s/ Carl D. Johns

    Stephen C. Miller                      Carl D. Johns
Its: President                         Its: Assistant Manager




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2K
<SEQUENCE>26
<FILENAME>ex2-kiv.txt
<DESCRIPTION>EXHIBIT 2(K)(IV)
<TEXT>

<PAGE>

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;




<PAGE>

          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




<PAGE>

          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




<PAGE>

          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




<PAGE>

                                   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.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2K
<SEQUENCE>27
<FILENAME>ex2-kv.txt
<DESCRIPTION>EXHIBIT 2(K)(V)
<TEXT>

<PAGE>

EXHIBIT (k)(v)
SUBSCRIPTION AGENT FEE AGREEMENT

[On the Letterhead of The Colbent Corporation]

                             The Colbent Corporation
                                   -Proposal-

     A.   Fees for Services*

- ----------------------------------------------------------------------
   Fee                          Service Provided
- ----------------------------------------------------------------------
$5000.00   Project Management Fee
======================================================================
$   1.00   Per subscription form issued and mailed
======================================================================
$   6.00   Per subscription form processed (registered and beneficial)
======================================================================
$   6.50   Per defective subscription form received
======================================================================
$   7.50   Per notice of guaranteed delivery received
======================================================================
$   1.00   Per broker split certificate issued
======================================================================
$   1.50   Per sale of right (if applicable)
======================================================================
$   2.25   Per invoice mailed (if applicable)
======================================================================
$    .75   Per refund check issued and mailed (if applicable)
======================================================================
$   3.00   Per solicitation check processed and mailed (if applicable)
======================================================================
$   6.00   Per withdrawal of subscription certificate (if applicable)
======================================================================
$1500.00   Per Pro-ration (if applicable)
======================================================================
$1500.00   Per offer extension
======================================================================
$5000.00   Minimum charge should the project be cancelled for any
           reason prior to the mailing of the subscription form
======================================================================

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

* Excludes out-of-pocket expenses as described in Section C, "Items Not Covered"




<PAGE>

     B.   Services Covered

          o    Designate an operational team to carry out Subscription Agent
               duties, including document review and execution of legal
               agreement, review of subscription forms and communication
               materials, project management and on-going project updates and
               reporting.

          o    Calculating Rights to be distributed to each shareholder and
               printing shareholder information on the subscription form.

          o    Issuing subscription forms, and causing forms to be mailed to
               registered shareholders.

          o    Tracking and reporting the number of exercises made, as required.

          o    Processing Rights received and exercised.

          o    Deposit participant checks daily and forward all participant
               funds to Fund at the end of the offering period.

          o    Providing receipt summation of checks received.

          o    Issuing/ Printing (if applicable,) and mailing stock certificates
               and/or checks.

          o    Interfacing with the Information Agent.

          o    Calculating, issuing and mailing of proration and/or
               over-subscription checks if applicable.

          o    Calculating, issuing and mailing of solicitation checks if
               applicable.

     C.   Items Not Covered

          o    Items not specified in the "Services Covered" section set forth
               in this Agreement, including any services associated with new
               duties, legislation or regulatory fiat which become effective
               after the date of this Agreement (these will be provided on an
               appraisal basis)

          o    All out-of-pocket expenses such as telephone line charges,
               certificates, checks, postage, stationary, wire transfers and
               excess material disposal (these will be billed as incurred)

          o    Reasonable legal review fees if referred to outside counsel.

          o    Overtime charges assessed in the event of late delivery of
               material for mailings unless the target mail date is rescheduled.




<PAGE>

     D.   Assumptions

          o    Proposal based upon document review and information known at this
               time about the transaction.

          o    Significant changes made in the term or requirements of this
               transaction could require modifications to this proposal.

          o    Proposal must be executed prior to the initial mailing.

          o    Company responsible for printing of materials (Rights Card,
               Prospectus and ancillary documents).

          o    Material to be mailed to shareholders must be received no less
               than five (5) business days prior to the start of the mailing
               project.3

          o    No interest shall accrue to the company or the shareholders.

     E.   Payment for Services

          o    The Project Management Fee will be rendered and payable upon the
               effective date of the transaction. An invoice for any
               out-of-pocket and per items fees realized will be rendered and
               payable on a monthly basis, except for postage expenses in excess
               of $5,000.00. Funds for such mailing expenses must be received
               one (1) business day prior to the scheduled mail date.

The Colbent Corporation                     BOULDER GROWTH & INCOME FUND


By: /s/ Carmine C. Chirichiello             By: /s/ Stephen C. Miller

    Carmine C. Chirichiello                     Stephen C. Miller

Title: President,                           Title: President
The Colbent Corporation

Date    11/14/02                            Date     11/15/02




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2L
<SEQUENCE>28
<FILENAME>ex2-li.txt
<DESCRIPTION>EXHIBIT 2(L)(I)
<TEXT>

<PAGE>

EXHIBIT (l)(i)
OPINION AND CONSENT OF WILLKIE FARR & GALLAGHER

[ON THE LETTERHEAD OF WILLKIE FARR & GALLAGHER]

November 20, 2002

Boulder Growth & Income Fund, Inc.
1680 38th Street, Suite 800
Boulder, Colorado 80301

Ladies and Gentlemen:

We have acted as counsel to Boulder Growth & Income Fund, Inc. (the "Fund"), a
corporation organized under the laws of the State of Maryland, in connection
with the issuance of up to 5,663,892 shares (the "Shares") of its common stock,
par value $.01 per share (the "Common Stock"), pursuant to the exercise of
rights (the "Rights") to purchase Common Stock to be distributed to the
shareholders of the Fund (the "Offer") in accordance with the Fund's
Registration Statement on Form N-2 under the Securities Act of 1933, as amended
(File 333-100634), and under the Investment Company Act of 1940, as amended
(File No. 811-7390) (the "Registration Statement").

We have examined copies of the Charter and By-Laws of the Fund, as amended or
supplemented as of the date hereof, the Registration Statement, resolutions
adopted by the Fund's Board of Directors and other records and documents that we
have deemed necessary for the purpose of this opinion. We have also examined
such other documents, papers, statutes and authorities as we have deemed
necessary to form a basis for the opinion hereinafter expressed. In our
examination, we have assumed the genuineness of all signatures and the
conformity to original documents of all copies submitted to us. As to various
questions of fact material to our opinion, we have relied upon statements and
certificates of officers and representatives of the Fund and others. As to
matters governed by the laws of Maryland, we have relied upon the opinion of
Messrs. Venable, Baetjer and Howard, LLP that is attached to this opinion.

Based upon the foregoing, we are of the opinion that the Shares of Common Stock
to be issued upon exercise of the Rights have been duly authorized and that
when the Shares have sold, issued and paid for as contemplated by the
Prospectus, the Shares will be validly and legally issued, fully paid and
nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus included as part of the Registration




<PAGE>

Statement. We do not thereby admit that we are "experts" as that term is used in
the Securities Act of 1933, as amended, and the regulations thereunder.

Very truly yours,


/s/ Willkie Farr & Gallagher





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2L
<SEQUENCE>29
<FILENAME>ex2-lii.txt
<DESCRIPTION>EXHIBIT 2(L)(II)
<TEXT>

<PAGE>

EXHIBIT (l)(ii)
OPINION AND CONSENT OF VENABLE, BAETJER & HOWARD, LLP

[ON THE LETTERHEAD OF VENABLE, BAETJER & HOWARD LLP]

                                November 20, 2002

Willkie Farr & Gallagher
787 Seventh Avenue
New York, New York  10019-6099

          Re: Boulder Growth and Income Fund, Inc.
              ------------------------------------

Ladies and Gentlemen:

          We have acted as special Maryland counsel for Boulder Growth and
Income Fund, Inc., a Maryland corporation (the "Fund"), in connection with the
issuance of up to 5,663,892 shares (the "Shares") of its common stock, $.01 par
value per share (the "Common Stock"), pursuant to the exercise of transferable
rights (the "Rights") to purchase Common Stock to be distributed to the Fund's
stockholders in accordance with the Fund's Registration Statement on Form N-2
(File No. 333-100634) (the "Registration Statement") (the "Rights Offering").

          As Maryland counsel for the Fund, we are familiar with its Charter and
Bylaws. We have examined the prospectus with respect to the Rights contained in
the Registration Statement, substantially in the form in which it is to become
effective (the "Prospectus"), and the form of subscription certificate for
exercise of the Rights. We have examined and relied on a certificate of the
Maryland State Department of Assessments and Taxation to the effect that the
Fund is duly incorporated and existing under the laws of the State of Maryland
and is in good standing and duly authorized to transact business in the State of
Maryland. We have further examined and relied on a certificate of an officer of
the Fund with respect to the Fund's Charter and Bylaws and certain action taken
by its Board of Directors, among other matters addressed in the certificate. We
have examined and relied on such corporate records of the Fund and other
documents and certificates as to factual matters as we have deemed necessary to
render the opinion expressed herein.

          We have assumed, without independent verification, the authenticity of
all documents submitted to us as originals, the conformity with originals of all
documents submitted to us as copies, and the genuineness of all signatures.

          Based on such examination, we are of the opinion that



<PAGE>

the Shares of Common Stock to be issued upon exercise of the Rights have been
duly authorized and that when the Shares have been sold, issued and paid for as
contemplated by the Prospectus, the Shares will be validly and legally issued,
fully paid and nonassessable.

          This letter expresses our opinion with respect to the Maryland General
Corporation Law governing matters such as the authorization and issuance of
stock. It does not extend to the securities laws or "Blue Sky" laws of Maryland,
to federal securities laws or to other laws.

          You may rely on our foregoing opinion in rendering your opinion to the
Fund that is to be filed as an exhibit to the Registration Statement. We consent
to the filing of this opinion as an exhibit to the Registration Statement. We do
not thereby admit that we are "experts" as that term is used in the Securities
Act of l933 and the regulations thereunder.

                                            Very truly yours,


                                            /s/ Venable, Baetjer and Howard, LLP




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2M
<SEQUENCE>30
<FILENAME>ex2-m.txt
<DESCRIPTION>EXHIBIT 2(M)
<TEXT>

<PAGE>

EXHIBIT (m)
CONSENT TO SERVICE OF PROCESS

Effective August 2, 1954

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

                                    FORM 5-R

     IRREVOCABLE APPOINTMENT OF AGENT FOR SERVICE OF PROCESS, PLEADINGS AND
          OTHER PAPERS BY CORPORATION* NON-RESIDENT INVESTMENT ADVISER

                 THIS FORM SHALL BE FILED IN DUPLICATE ORIGINAL

1. The STEWART WEST INDIES TRADING CO., LTD. a corporation incorporated under
the laws of Barbados, and having its principal place of business at Bellerive,
Queen Street, St. Peter, Barbados, hereby designates and appoints, without power
of revocation, the United States Securities and Exchange Commission as the agent
of said corporation upon which may be served all process, pleadings, and other
papers in any civil suit or action brought against it in any appropriate court
in any place subject to the jurisdiction of the United States, where the cause
of action (a) accrues on or after August 2, 1954, (b) arises out of activity, in
any place subject to the jurisdiction of the United States, occurring in
connection with the conduct of business by the corporation as an investment
adviser, and (c) is founded, directly or indirectly, upon the provisions of the
Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture
Act of 1939, the Investment Company Act of 1940, the Investment Advisers Act of
1940, or any rule or regulation under any of said Acts; and

2. Said corporation, STEWART WEST INDIES TRADING COMPANY, LTD. hereby consents,
stipulates and agrees, without power of revocation, (a) that any such civil suit
or action may be commenced against it by the service of process upon the
Commission and the forwarding by the Commission of a copy thereof by registered
mail to it at the last address of record filed by it with the Commission, (b)
that all service of process, pleadings, or other papers upon the Commission and
the forwarding of a copy thereof by registered mail to it at the last address of
record filed with the Commission shall be taken and held in all courts to be as
valid and binding as if due personal service had been had upon it, and (c) that
service upon the Commission may be effected by delivering copies of said
process, pleadings or papers to the Secretary of the Commission or to any other
person designated by the Commission for such purpose, and the certificate of the
Secretary of the Commission or of such other person reciting that said process,
pleadings or other papers were received by the Commission and that a copy
thereof was forwarded to said corporation at the last address of record filed by
it with the Commission shall constitute evidence of such service upon it.




<PAGE>

     IN WITNESS WHEREOF, the President and Secretary of said corporation STEWART
WEST INDIES TRADING CO. , LTD. , by the authority and direction of the Board of
Directors of said corporation have executed this irrevocable power of attorney,
consent, stipulation and agreement for and on behalf of said corporation at
Boulder, Colorado this 17th day of May A.D., 1999.

                                            Stewart West Indies Trading Co. Ltd


/s/ Stephen C. Miller                        By: /s/ Stephen C. Miller

Attest:  Stephen C. Miller                      Stephen C. Miller,
         (Secretary)                            Vice President and Chairman
Corporate Seal




<PAGE>

     NOTE: The persons executing this irrevocable power of attorney, consent,
stipulation and agreement should appear before a person authorized to administer
acknowledgments in the jurisdiction in which it is executed and acknowledge that
they executed it on behalf of said corporation as its free and voluntary act.
The acknowledgment should be in the form prescribed by the law of the
jurisdiction in which it is executed. The form of acknowledgment suggested below
should be used only if it is consistent with the requirements of the law of such
jurisdiction.

     The failure of any acknowledgment to meet applicable requirements shall not
affect the validity or effect of the foregoing irrevocable power of attorney,
consent, stipulation and agreement.

State of Colorado)

County of Boulder) ss:

     I, STEPHANIE KELLEY, Notary Public in and for (said County in) the State)
aforesaid, do hereby certify that STEPHEN C. MILLER (name of President) and
STEPHEN C. MILLER (Name of Secretary) personally appeared before me this day,
stated that they are respectively the Chairman of the Board and Vice-President
and secretary of the STEWART WEST INDIES TRADING COMPANY, LTD. that they are the
same persons named in the foregoing instrument as the vice-president and
secretary of said corporation, that they have been duly authorized to execute
said instrument for the corporation, and that they signed and sealed said
instrument for and on behalf of said corporation as its free and voluntary act
for the uses and purposes therein set forth.

     Given under my hand and seal this 17th day of May A.D., 1999.


                                            /s/ Stephanie Kelley

                                            Notary Public, State of Colorado

My commission (or office) expires:

4/28/2002

*This form should be appropriately revised for use by an investment adviser
which is an unincorporated organization or association other than a partnership.




</TEXT>
</DOCUMENT>
<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>
<DOCUMENT>
<TYPE>EX-99.2P
<SEQUENCE>32
<FILENAME>ex2-p.txt
<DESCRIPTION>EXHIBIT 2(P)
<TEXT>

<PAGE>

EXHIBIT (p)
FORM OF LETTER AGREEMENT BETWEEN THE FUND AND USLIFE CORPORATION

125 Maiden Lane
New York, NY 10038
212 422 5670

USLIFE CORPORATION

December 1, 1972

USLIFE Income Fund, Inc.
125 Maiden Lane
New York, New York 10038

Dear Sirs:

In connection with the purchase of USLIFE Corporation today of 8,400 shares of
Common Stock, par value $1.00 per share (the "Shares", of USLIFE Income Fund,
Inc. the undersigned hereby represents and warrants that it is acquiring the
Shares for investment and not with a view to any resale or distribution thereof.

The undersigned is aware that the Shares must be held indefinitely unless they
are subsequently registered under the Securities Act of 1933 or an exemption
from such registration is available. The undersigned understands that Rule 144
under the Securities Act of 1933 may provide a limited means of selling the
Shares after two years if all the conditions set forth in such Rule are met, but
that the possibility of a sale other than in accordance with such Rule and
without registration under the Securities Act of 1933 is remote.

Very truly yours,

USLIFE Corporation


/s/ Gordon E. Crosby, Jr.

Chairman of the Board


                                           Attest:


                                           /s/ Anthony J. Stilo

                                           Vice President and Secretary




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2R
<SEQUENCE>33
<FILENAME>ex2-r.txt
<DESCRIPTION>EXHIBIT 2(R)
<TEXT>

<PAGE>

EXHIBIT (r)
CODE OF ETHICS

                         BOULDER TOTAL RETURN FUND, INC.
                       BOULDER GROWTH & INCOME FUND, INC.
                       BOULDER INVESTMENT ADVISERS, L.L.C.
                           STEWART INVESTMENT ADVISERS

                              AMENDED AND RESTATED

                                 CODE OF ETHICS

I.   Introduction

     A.   General Principles

          This Code of Ethics ("Code") establishes rules of conduct for "Covered
          Persons" (as defined herein) of the Boulder Total Return Fund, Inc.
          ("BTF"), Boulder Growth & Income Fund, Inc. (formerly known as USLIFE
          Income Fund, Inc.), ("BIF"), and collectively, the "Funds", Boulder
          Investment Advisers, L.L.C. and Stewart Investment Advisers (each an
          "Adviser" and together the "Advisers") and is designed to govern the
          personal securities activities of Covered Persons. In general, in
          connection with personal securities transactions, Covered Persons
          should (1) always place the interests of the Funds' shareholders
          first; (2) ensure that all personal securities transactions are
          conducted consistent with this Code and in such a manner as to avoid
          any actual or potential conflict of interest or any abuse of a Covered
          Person's position of trust and responsibility; and (3) not take
          inappropriate advantage of their positions.

     B.   Applicability

          For purposes of this Code, "Covered Person" shall mean:

          1.   Any officer or employee of the Funds or officer, employee or
               Director of any Adviser, or of any company in a control
               relationship to the Funds or any Adviser who, in connection with
               his or her regular functions or duties, makes, participates in or
               obtains information regarding the purchase or sale of securities
               by the Funds or whose functions relate to the making of any
               recommendation to the Funds regarding the purchase or sale of
               securities, or any natural person in a control relationship to
               the Funds or any Adviser who obtains information concerning
               recommendations made to the Funds with regard to the purchase or
               sale of a security (collectively, an "Advisory Person"),
               including the person or persons




<PAGE>

               with the direct responsibility and authority to make investment
               decisions affecting the Fund (the "Portfolio Manager"); and

          2.   Any Director of the Funds.

          This Code shall not apply to any director, officer, or other person if
          such individual is required to comply with another organization's code
          of ethics which has been approved by the Board of Directors of the
          Fund pursuant to Rule 17j-1 under the Investment Company Act of 1940,
          as amended (the "1940 Act").

          [Note: This code does not cover any Principal Underwriter and
          affiliated persons.]

II.  Restrictions on Activities

     A.   Blackout Periods

          1.   No Advisory Person shall purchase or sell, directly or
               indirectly, any security in which he or she has, or by reason of
               such transaction acquires, any direct or indirect beneficial
               ownership (as defined in Attachment A to this Code) on a day
               during which the Funds have a pending "buy" or "sell" order in
               that same security until that order is executed or withdrawn.

          2.   No Portfolio Manager shall purchase or sell, directly or
               indirectly, any security in which he or she has, or by reason of
               such transaction acquires, any direct or indirect beneficial
               ownership (as defined in Attachment A to this Code) within (i)
               seven (7) calendar days before and one (1) calendar day after the
               Funds trade in that security with respect to Matching
               Transactions and (ii) seven (7) calendar days before and seven
               (7) calendar days after with respect to Non-Matching
               Transactions. The term "Matching Transaction" shall mean a
               buy-buy or sell-sell transaction where the Funds purchase and the
               Portfolio Manager purchases the same security or the Funds sell
               and the Portfolio Manager sells the same security. The term
               "Non-Matching Transaction" shall mean a buy-sell or sell-buy
               transaction where the Funds purchase and the Portfolio Manager
               sells the same security, or the Funds sell and the Portfolio
               Manager purchases the same security.

     B.   Interested Transactions

          No Covered Person shall recommend any securities transactions by the
          Funds without having disclosed his or her interest, if any, in such
          securities or the issuer




<PAGE>

          thereof, including without limitation:

          a.   any direct or indirect beneficial ownership (as defined in
               Attachment A to this Code) of any securities of such issuer;

          b.   any contemplated transaction by such person in such securities;

          c.   any position with such issuer or its affiliates; and

          d.   any present or proposed business relationship between such issuer
               or its affiliates and such person or any party in which such
               person has a significant interest.

     C.   Initial Public Offerings

          No Advisory Person shall acquire, directly or indirectly, beneficial
          ownership of any securities in an initial public offering without the
          prior approval of the Designated Supervisory Person (as hereinafter
          defined). Prior to granting any such approval, the Designated
          Supervisory Person will carefully review information provided by such
          Advisory Person on a Preclearance Approval Form (see Exhibit B)
          containing full details of the proposed transaction. The Designated
          Supervisory Person shall take into consideration, among other factors,
          whether the investment opportunity should be reserved for the Funds
          and their respective shareholders, whether the opportunity is being
          offered to the Advisory Person as a reward for prior business, or
          otherwise by virtue of his or her position with the Funds, and whether
          it would be reasonable to expect that the Advisory Person's future
          investment decisions for the Funds will continue to be based solely on
          the best interest of the Funds' respective shareholders. Purchases of
          initial public offerings of volatile securities which are difficult to
          obtain, such as certain common stocks, will ordinarily not be
          approved. In contrast, purchases of generally available initial public
          offerings of less volatile securities such as municipal bonds in which
          the Funds do not customarily invest would usually be approved.

     D.   Private Placements

          No Advisory Person shall acquire, directly or indirectly, beneficial
          ownership of any securities in a private placement without the prior
          approval of the Designated Supervisory Person. Prior to granting any
          such approval, the Designated Supervisory Person will carefully review
          information provided by such Advisory Person on a Preclearance
          Approval Form (see Exhibit B) containing full details of the proposed
          transaction. The Designated Supervisory Person shall take into
          consideration, among




<PAGE>

          other factors, whether the investment opportunity should be reserved
          for the Fund and its shareholders, whether the opportunity is being
          offered to the Advisory Person as a reward for prior business, or
          otherwise by virtue of his or her position with the Funds, and whether
          it would be reasonable to expect that the Advisory Person's future
          investment decisions for the Funds will continue to be based solely on
          the best interest of the Funds' respective shareholders. Advisory
          Persons who have acquired securities in a private placement shall
          disclose that investment (i) when they play a part in the Funds'
          subsequent consideration of an investment in the issuer, or (ii)
          otherwise prior to any investment by the Funds when such Advisory
          Person knows or should know of the Funds' planned investment. In such
          circumstances, the Funds' decision to purchase securities of the
          issuer will be subject to an independent review by Advisory Persons
          with no personal interest in the issuer.

     E.   Gifts

          No Advisory Person shall receive any gift or other things of more than
          de minimis value i.e., totaling $250 in any 12-month period, from any
          person or entity that does business with or on behalf of the Funds,
          other than reasonable business-related meals or tickets to sporting
          events, theater or similar activities.

     F.   Service as a Director

          No Advisory Person shall serve on the board of directors of any
          publicly traded company without prior authorization from a committee
          comprised of the Designated Supervisory Person and any one
          non-interested director (the "Compliance Committee") based upon a
          determination that such board service would be consistent with the
          interests of the Funds and their respective shareholders. If such
          service is authorized, the Advisory Person will be isolated from
          making investment decisions relating to such service through the
          implementation of appropriate "Chinese Wall" procedures established by
          the Compliance Committee.

III. Exempt Transactions

     A.   For purposes of this Code, the term "security" shall not include the
          following:

          1.   securities issued or guaranteed as to principal or interest by
               the Government of the United States or its instrumentalities;

          2.   bankers' acceptances;

          3.   bank certificates of deposit;

          4.   commercial paper and similar high quality short-term debt
               instruments, including repurchase agreements; and




<PAGE>

          5.   shares of registered open-end investment companies.

          "Security" shall include options, futures contracts as well as
          "related securities," such as convertible securities and warrants.

     B.   The prohibitions described in paragraph (A) of Article II shall not
          apply to:

          1.   Purchases or sales effected in any account over which the Covered
               Person has no direct or indirect influence or control;

          2.   Purchases or sales that are non-volitional on the part of the
               Covered Person;

          3.   Purchases that are part of an automatic dividend reinvestment
               plan;

          4.   Purchases effected upon the exercise of rights issued by an
               issuer pro rata to all holders of a class of its securities, to
               the extent such rights were acquired from the issuer, and sales
               of such rights so acquired; or

          5.   Subject to the advance approval by a Designated Supervisory
               Person (as defined below) purchases or sales which are only
               remotely potentially harmful to the Fund because such purchases
               or sales would be unlikely to affect a highly institutional
               market, or because such purchases or sales are clearly not
               related economically to the securities held, purchased or sold by
               the Fund.

IV.  Compliance Procedures

     A.   1. Preclearance - Generally

          Subject to paragraphs B (Reporting) and D (Certification of
          Compliance) below, a Covered Person may directly or indirectly acquire
          or dispose of beneficial ownership of a security (collectively
          referred to herein as a "Transaction"), including shares of the Funds,
          only if (1) such Transaction has been approved by the Supervisory
          Person designated by the Board of Directors of the Funds or, in the
          case of any other supervisory person employed by an Adviser, by such
          Adviser and approved by the Board of Directors of the Funds (the
          "Designated Supervisory Person"), (2) the approved Transaction is
          completed within a thirty (30) day period (or in the case of a
          Transaction in shares of the Funds, a seven (7) day period) after such
          approval is received and (3) the Designated Supervisory Person has not
          rescinded such approval prior to execution of the Transaction.




<PAGE>

          The term "Covered Person" applies to the Adviser, the Sub-Adviser,
          those persons identified in "Schedule ___", attached hereto and their
          immediate family members or "significant others", and all Horejsi
          Affiliates, as defined in the Policies and Procedures Manual of the
          Fund.

          2. Rescission of Transaction. Notwithstanding a Covered Person's
          receiving the foregoing prior approval of a Transaction, such Covered
          Person may nonetheless be required to rescind any Transaction in any
          security in which the Funds have made a trade, if the Covered Person's
          Transaction is not effected within 48 hours of the pre-clearance and
          it occurs within seven (7) calendar days of the Funds' transaction in
          the same security or a related security. Such rescission may be
          required whether or not notice of the Funds' purchase or sale was
          given to the Covered Person.

          3. Blanket Preclearances. The Designated Supervisory Person may from
          time to time issue blanket pre-clearances to any and all Covered
          Persons for specific securities or limited classes of securities if
          the stated policy of the Funds is to avoid such specific securities or
          limited classes of securities because they are inappropriate
          investments given the stated investment philosophy of the respective
          Fund (e.g., specific high-tech or dot-com stocks, common stock,
          including RICs and REITs, having a market-cap of less than $100
          million, and/or RICs and REITs after the Fund has completed its buying
          program in such securities). Notwithstanding the grant of a blanket
          pre-clearance, such pre-clearance may be rescinded at any time by the
          Designated Supervisory Person and any Transactions with respect to a
          security that is the subject of a blanket pre-clearance may be subject
          to rescission under circumstances contemplated in paragraph (2) above
          (i.e., if a Transaction in the pre-cleared security occurs within 7
          days of a transaction in the same security or a related security by
          the Funds).

          Transactions for which pre-clearance has been given under Sections 1
          and 3 above remain subject to the reporting requirements of this Code.
          Neither the Funds, nor the Supervisory Person shall be responsible for
          any loss or expense or other adverse consequences arising from a
          rescission of a Transaction for which pre-clearance had been given;
          and any gains on a rescinded Transaction shall be donated to a charity
          selected by the Adviser.

          4. "De Minimus" Transactions. The pre-clearance requirements of this
          Code shall not apply to "de minimus" transactions, defined as any
          purchase or sale of a security by an Access Person who is not also
          buying or selling the same security or a related security for the
          Funds, and




<PAGE>

          which:

               a. Is issued by a company with a market capitalization of at
               least $1 billion and has an average daily trading volume of at
               least 100,000 shares; and

               b. Involves no more than 100 shares or units, regardless of the
               dollar amount of the transaction, or any number of shares or
               units having a value of no more than $5,000.

          If, during any two consecutive calendar quarters, aggregate purchase
          or sale transactions by the Access Person in shares or units of the
          same issuer exceed 300 shares or units or a cumulative purchase value
          of $15,000, whichever is the last to occur, subsequent transactions in
          the issuer's securities shall no longer be regarded as "de minimus"
          transactions. Within three business days of the transaction which
          causes a limit of 300 shares or units or $15,000 to be exceeded, the
          Access Person shall notify the Designated Supervisory Person of the
          occurrence of the transaction. Transactions in the applicable issuer's
          securities during the next 12 months will be subject to the
          pre-clearance provisions of this Code. De minimus transactions remain
          subject to all provisions of this Code other than the pre-clearance
          requirements.

          In order to facilitate the foregoing preclearance procedures:

          1.   A Trading Approval Form, attached as Exhibit A, must be completed
               and submitted to the Designated Supervisory Person prior to any
               decision to approve a transaction.

          2.   After reviewing the proposed trade and the level of potential
               investment interest on behalf of the Funds in the security in
               question, and the Funds' restricted lists, if any, the Designated
               Supervisory Person shall approve (or disapprove) a trading order
               as expeditiously as possible. The Designated Supervisory Person
               will generally approve transactions described below unless the
               security in question or a related security is on the Restricted
               List or the Designated Supervisory Person believes for any other
               reason that the Covered Person should not trade in such security
               at such time:

               a.   Non-convertible fixed income securities rated at least "A";

               b.   Equity Securities of a class having a market capitalization
                    in excess of $5 billion if the




<PAGE>

                    transaction in question and the aggregate amount of such
                    Securities and any related Securities purchased and sold for
                    the Covered Person in question during the preceding 60 days
                    does not exceed (x) $10,000 or (y) 100 shares or (z) 1% of
                    the trading volume in the shares over the previous 4
                    calendar weeks; and

               c.   Municipal Securities.

          3.   In the absence of the Designated Supervisory Person, a Covered
               Person may submit his or her Trading Approval Form to a designee
               of the Designated Supervisory Person if the Designated
               Supervisory Person in his sole discretion wishes to appoint one.
               Trading approval for the Designated Supervisory Person must be
               obtained from a designated supervisory person for the Designated
               Supervisory Person.

          4.   In rendering approvals, the Designated Supervisory Person shall
               consider information contained in previously submitted Trading
               Approval Forms and any initial, quarterly and annual disclosure
               certifications previously submitted by the Covered Person, in
               order to generally consider that person's trading activities with
               a view to ensuring that all Covered Persons are complying with
               the spirit as well as the detailed requirements of this Code.

     B.   Reporting

          1.   Initial Holdings Reports. No later than 10 calendar days after
               the person becomes a Covered Person, the following information
               shall be submitted by each Covered Person to the Designated
               Compliance Person in an Initial Holdings Report in the form set
               forth as Exhibit C:

               a.   The title, number of shares and principal amount of each
                    Covered Security in which the Covered Person had any direct
                    or indirect beneficial ownership when the person became a
                    Covered Person;

               b.   The name of any broker, dealer or bank with whom the Covered
                    Person maintained an account in which any securities were
                    held for the direct or indirect benefit of the Covered
                    Person as of the date the person became a Covered Person;
                    and

               c.   The date that the report is submitted by the Covered Person

          2.   Quarterly Transaction Reports. Every Covered Person




<PAGE>

               must make a quarterly transaction report covering each non-exempt
               transaction by which the Covered Person acquires any direct or
               indirect beneficial ownership (as defined in Exhibit A to this
               Code) of a security, provided, however, that a Covered Person
               shall not be required to make a report with respect to any
               transaction effected for any account over which such person does
               not have any direct or indirect influence or control or which
               would duplicate information recorded pursuant to Rules
               204-2(a)(12) or 204-2(a)(13) under the Investment Advisers Act of
               1940, as amended.

               A Covered Person must submit the quarterly transaction report
               (see Exhibit D) to the Designated Supervisory Person no later
               than 10 days after the end of the calendar quarter in which the
               transaction to which the report relates was effected. Each report
               must contain the following information:

               a.   The date of the transaction, the title, the interest rate
                    and maturity date (if applicable) and the number of shares,
                    and the principal amount of each security involved:

               b.   The nature of the transaction (i.e., purchase, sale or other
                    acquisition or disposition);

               c.   The price at which the transaction was effected;

               d.   The name of the broker, dealer or bank with or through whom
                    the transaction was effected; and

               e.   The date that the report is submitted.

               With respect to any account established by a Covered Person
               during the quarter for the direct or indirect benefit of the
               Covered Person, the Covered Person shall report:

               1.   The name of the broker, dealer or bank with whom the Covered
                    Person established the account;

               2.   The date the account was established; and

               3.   The date that the report is submitted by the Covered Person.

               Any broker or futures commission merchant through which a
               transaction is effected shall be directed by the Covered Person
               to supply to the Designated Supervisory Person, on a timely
               basis, duplicate confirmations and monthly brokerage statements
               for all securities accounts.




<PAGE>

          3.   Annual Holdings Reports. Annually, the following information
               (which information must be current as of a date no more than 30
               calendar days before the report is submitted):

               a.   The title, number of shares and principal amount of each
                    Security in which the Covered Person had any direct or
                    indirect beneficial ownership;

               b.   The name of any broker, dealer or bank with whom the Covered
                    Person maintains an account in which any securities are held
                    for the direct or indirect benefit of the Covered Person;
                    and

               c.   The date that the report is submitted by the Covered Person.

          4.   Disclaiming Beneficial Ownership. Any report submitted to comply
               with the requirements of this Section IV.B. may contain a
               statement that the report shall not be construed as an admission
               by the person making such report that such person has any direct
               or indirect beneficial ownership (as defined in Exhibit A) in the
               securities to which the report relates.

     C.   Non-Interested Directors and Covered Persons Not Affiliated with any
          of the Funds' Investment Advisers

          1.   Any person who is a Covered Person by virtue of being (i) a
               Director of the Funds, but who is not an "interested person" (as
               defined in the 1940 Act) of the Funds (an "Independent Director")
               shall be required to comply with Sections IV.A. (Preclearance)
               and Section IV.B.2. (Quarterly Transaction Reports) above, or
               (ii) an officer of the Funds, but is not an Advisory Person and
               is not an affiliate of any Adviser, shall be required to comply
               with Section IV.A. (Preclearance) above, with respect to a
               transaction only if such person, at the time of that transaction,
               knew, or in the ordinary course of fulfilling his or her official
               duties should have known, that during the 15-day period
               immediately preceding the date of the transaction by such person,
               the security such person purchased or sold is or was purchased or
               sold by the Funds or was being considered for purchase or sale by
               the Funds. In addition, Independent Directors are not required to
               submit the Initial Holdings Reports and Annual Holdings Reports
               required by Sections IV.B.1 and 3 above.

          2.   Notwithstanding Section IV.C.1 above, any Independent Director
               shall be required to comply with Section




<PAGE>

               IV.A. (Preclearance) above, with respect to all purchases or
               sales of the Funds' shares at all times.

     D.   Certification of Compliance

          Each Covered Person is required to certify annually that he or she has
read and understood the Fund's' Code and recognizes that he or she is subject to
such Code. Further, each Covered Person is required to certify annually that he
or she has complied with all the requirements of the Code and that he or she has
disclosed or reported all personal securities transactions required to be
disclosed or reported pursuant to the requirements of the Code.

     E.   Review by the Board of Directors

          No less frequently than annually, the Fund and each Adviser must
          furnish to the Funds' Board of Directors, and the Board of Directors
          must consider, a written report that:

          1.   Describes any issues arising under the Code or procedures since
               the last report to the Funds' Board of Directors, including, but
               not limited to, information about material violations of the Code
               or procedures and sanctions imposed in response to the material
               violations; and

          2.   Certifies that the Funds and each Adviser have adopted procedures
               reasonably necessary to prevent Covered Persons from violating
               the Code.

          The Board of Directors of the Funds, including a majority of
Independent Directors, must approve any material changes to the Code no later
than six months after adoption of the material change. The Board must base its
approval of any material changes to the Code on a determination that the Code
contains provisions reasonably necessary to prevent Covered Persons from
engaging in any conduct prohibited under Rule 17j-1 under the 1940 Act and the
Code.

          Before approving any amendment to the Code, the Board must receive a
          certification from each Fund and each Adviser that it has adopted
          procedures reasonably necessary to prevent Covered Persons from
          violating the Code.

V.   Sanctions

     Upon discovering that a Covered Person has not complied with the
     requirements of this Code, the Designated Supervisory Person shall submit
     findings to the Board of Directors, or any Compliance Committee. The Board
     or Compliance Committee may impose on that Covered Person whatever
     sanctions it deems appropriate, including, among other things, disgorgement
     of profits, censure, suspension or termination of employment. Any
     significant sanction imposed shall be reported to the Board of Directors in
     accordance with Section IV.E. above.




<PAGE>

VI.  Confidentiality

     All information obtained from any Covered Person hereunder shall be kept in
     strict confidence, except that reports of securities transactions hereunder
     may be made available to the Securities and Exchange Commission or any
     other regulatory or self-regulatory organization, and may otherwise be
     disclosed to the extent required by law or regulation.

VII. Other Laws, Rules and Statements of Policy

     Nothing contained in this Code shall be interpreted as relieving any
     Covered Person from acting in accordance with the provision of any
     applicable law, rule, or regulation or any other statement of policy or
     procedures governing the conduct of such person adopted by the Funds.

VIII. Further Information

     If any person has any questions with regard to the applicability of the
     provisions of this Code generally or with regard to any securities
     transaction or transactions such person should consult the Designated
     Supervisory Person.

IX.  Records

     The Funds and each Adviser must maintain the following records:

     1.   A copy of each Code of Ethics for the organization that is in effect,
          or any time within the past five years was in effect, must be
          maintained in an easily accessible place.

     2.   A record of any violation of the Code, and of any action taken as a
          result of the violation, must be maintained in an easily accessible
          place for at least five years after the end of the fiscal years in
          which the violation occurs.

     3.   A copy of each report made by a Covered Person as required by the
          Code, including any information provided in lieu of the quarterly
          reports, must be maintained for at least five years after the end of
          the fiscal year in which the report is made or the information is
          provided, the first two years in an easily accessible place.

     4.   A record of all persons, currently or within the past five years, who
          are or were required to make reports, or who were responsible for
          reviewing these reports, must be maintained in an easily accessible
          place.

     5.   A copy of each annual report to the Board of Directors must be
          maintained for at least five years after the end of the fiscal year in
          which it is made, the first two years in an easily accessible place.




<PAGE>

     6.   The Funds or an Advisor, as applicable, must maintain a record of any
          decision, and the reasons supporting the decision, to approve the
          acquisition by a Covered Person of IPOs or private placements, for at
          least five years after the end of the fiscal year in which the
          approval is granted.

Originally dated: January 20, 1995
Approved as amended: January 23, 1998
Approved as amended: January 15, 1999
Approved as amended: June 23, 2000
Approved as amended: January 23, 2002
Approved as amended: October 14, 2002




<PAGE>

Exhibit A

     The term "beneficial ownership" as used in the attached Code of Ethics (the
"Code") is to be interpreted by reference to Rule 16a-1(a)(2) under the
Securities Exchange Act of 1934 (the "Rule"), except that the determination of
direct or indirect beneficial ownership for purposes of the Code must be made
with respect to all securities that a Covered Person has or acquires. Under the
Rule, a person is generally deemed to have beneficial ownership of securities if
the person, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares a direct or indirect
pecuniary interest in the securities.

     The term "pecuniary interest" in particular securities is generally defined
in the Rule to mean the opportunity, directly or indirectly, to profit or share
in any profit derived from a transaction in the securities. A person is
refutably deemed to have an "indirect pecuniary interest" within the meaning of
the Rule in any securities held by members of the person's immediate family
sharing the same household, the term "immediate family" including any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
sister-in-law, as well as adoptive relationships. Under the Rule, an indirect
pecuniary interest also includes, among other things: a general partner's
proportionate interest in the portfolio securities held by a general or limited
partnership; a performance-related fee, other than an asset-based fee, received
by any broker, dealer, bank, insurance company, investment company, investment
adviser, investment manager, trustee or person or entity performing a similar
function; a person's right to dividends that is separated or separable from the
underlying securities; a person's interest in securities held by certain trusts;
and a person's right to acquire equity securities through the exercise or
conversion of any derivative security, whether or not presently exercisable, the
term "derivative security" being generally defined as any option, warrant,
convertible security, stock appreciation right, or similar right with an
exercise or conversion privilege at a price related to an equity security, or
similar securities with, or value derived from, the value of an equity security.
For purposes of the Rule, a person who is a shareholder of a corporation or
similar entity is not deemed to have a pecuniary interest in portfolio
securities held by the corporation or entity, so long as the shareholder is not
a controlling shareholder of the corporation or the entity and does not have or
share investment control over the corporation's or the entity portfolio.




<PAGE>

                                                                       Exhibit B

                         BOULDER TOTAL RETURN FUND, INC.
                       BOULDER GROWTH & INCOME FUND, INC.

                       PRE-CLEARANCE TRADING APPROVAL FORM

I, ___________________________________________________ (name), am a Covered
Person and seek Preclearance to engage in the transaction described below:

Acquisition or Disposition (circle one)

Name of Account:
                ------------------------------------
Account Number:
                ------------------------------------
Date of Request:
                ------------------------------------
Security:
         -------------------------------------------
Amount or # of Shares:
                       -----------------------------
Broker:
        --------------------------------------------

If the transaction involves a Security that is not publicly traded, a
description of proposed transaction, source of investment opportunity and any
potential conflicts of interest:

I hereby certify that, to the best of my knowledge, the transaction described
herein is not prohibited by the Funds' Code of Ethics dated June 23, 2000 and
that the opportunity to engage in the transaction did not arise by virtue of my
activities on behalf of any Client.


Signature:
           -----------------------------------------
Print Name:
            ----------------------------------------

Approved or Disapproved (Circle One)

Date of Approval:


Signature:
           -----------------------------------------
Print Name:
            ----------------------------------------

If approval is granted, please forward this form to the trading desk (or if a
third party broker is permitted, to the Designated Supervisory Person) for
immediate execution.




<PAGE>

                                                                       Exhibit C

                         BOULDER TOTAL RETURN FUND, INC.
                       BOULDER GROWTH & INCOME FUND, INC.

                             INITIAL HOLDINGS REPORT

Report Submitted by:
                    ------------------------------------------------------------
                                          Print Your Name

          The following table supplies the information required by Section IV(B)
of the Code of Ethics dated June 23, 2000 for the period specified below.

<TABLE>
<CAPTION>
                                                          Name of the Broker/Dealer    Nature of
Securities (Name and   Quantity of   Price Per Share or   with or through whom the    Ownership of
Symbol)                Securities        Other Unit          Securities are Held       Securities
- -------                -----------   ------------------   -------------------------   ------------
<S>                    <C>           <C>                  <C>                         <C>
</TABLE>

To the extent specified above, I hereby disclaim beneficial ownership of any
security listed in this Report or in brokerage statements or transaction
confirmations provided by you.

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


I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT TO THE BEST
OF MY KNOWLEDGE THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT FOR
THE PERIOD OF __________, _____ THROUGH ____________, _____.


Signature:
           -------------------------

Position:
           -------------------------

Date:
           -------------------------




<PAGE>

                                                                       Exhibit D

                         BOULDER TOTAL RETURN FUND, INC.
                       BOULDER GROWTH & INCOME FUND, INC.

                          QUARTERLY TRANSACTION REPORT

Report Submitted by:
                    ------------------------------------------------------------
                                          Print Your Name

          This transaction report (the "Report") is submitted pursuant to
Section IV(B) of the Code of Ethics of the Fund and supplies information with
respect to transactions in any Security in which you may be deemed to have, or
by reason of such transaction acquire, any direct or indirect beneficial
ownership interest for the period specified below. If you were not employed by
us during this entire period, amend the dates specified below to cover your
period of employment.

          Unless the context otherwise requires, all terms used in the Report
shall have the same meaning as set forth in the Code of Ethics dated June 23,
2000.

          If you have no reportable transactions, sign and return this page
only. If you have reportable transactions, complete, sign and return page 2 and
any attachments.

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

          I HAD NO REPORTABLE SECURITIES TRANSACTIONS DURING THE PERIOD
__________, 2000 THROUGH _________, _______. I CERTIFY THAT I AM FULLY FAMILIAR
WITH THE CODE OF ETHICS AND THAT TO THE BEST OF MY KNOWLEDGE THE INFORMATION
FURNISHED IN THIS REPORT IS TRUE AND CORRECT.


Signature:
           -------------------------

Position:
           -------------------------

Date:
           -------------------------




<PAGE>

                                                                          Page 2

                         BOULDER TOTAL RETURN FUND, INC.
                       BOULDER GROWTH & INCOME FUND, INC.

                          QUARTERLY TRANSACTION REPORT

Report Submitted by:
                    ------------------------------------------------------------
                                          Print Your Name

          The following table supplies the information required by Section
IV(C) of the Code of Ethics dated June 23, 2000 for the period specified below.
Transactions reported on brokerage statements or duplicate confirmations
actually received by the Designated Supervisory Person do not have to be listed
although it is your responsibility to make sure that such statements or
confirmations are complete and have been received in a timely fashion.

<TABLE>
<CAPTION>
                                                                                    Name of the
                           Whether Purchase,                                       Broker/Dealer
                           Sale, Short Sale,                                      with or through
Securities                 or Other Type of                                          whom the        Nature of
(Name and      Date of       Disposition or    Quantity of   Price Per Share or   Transaction Was   Ownership of
Symbol)      Transaction      Acquisition       Securities       Other Unit          Effected        Securities
- -------      -----------   -----------------   -----------   ------------------   ---------------   ------------
<S>          <C>           <C>                 <C>           <C>                  <C>               <C>
</TABLE>

          To the extent specified above, I hereby disclaim beneficial ownership
of any security listed in this Report or in brokerage statements or transaction
confirmations provided by you.

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

          I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT TO
THE BEST OF MY KNOWLEDGE THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND
CORRECT FOR THE PERIOD OF _________, ____ THROUGH ___________, _____.


Signature:
           -------------------------

Position:
           -------------------------

Date:
           -------------------------




<PAGE>

Exhibit E

                         BOULDER TOTAL RETURN FUND, INC.
                       BOULDER GROWTH & INCOME FUND, INC.

                             ANNUAL HOLDINGS REPORT

Report Submitted by:
                    ------------------------------------------------------------
                                          Print Your Name

          The following table supplies the information required by Section IV(B)
of the Code of Ethics dated June 23, 2000 for the period specified below.

<TABLE>
<CAPTION>
                                                          Name of the Broker/Dealer    Nature of
Securities (Name and   Quantity of   Price Per Share or   with or through whom the    Ownership of
Symbol)                Securities        Other Unit       Transaction was Effected     Securities
- -------                -----------   ------------------   -------------------------   ------------
<S>                    <C>           <C>                  <C>                         <C>
</TABLE>

     To the extent specified above, I hereby disclaim beneficial ownership of
any security listed in this Report or in brokerage statements or transaction
confirmations provided by you.

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

     I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT TO THE
BEST OF MY KNOWLEDGE THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND
CORRECT FOR THE PERIOD OF __________, ____ THROUGH ____________, _____.


Signature:
           -------------------------

Position:
           -------------------------

Date:
           -------------------------




<PAGE>

                                                                       Exhibit F

                         BOULDER TOTAL RETURN FUND, INC.
                       BOULDER GROWTH & INCOME FUND, INC.

                     ANNUAL CERTIFICATION OF CODE OF ETHICS

          I (a Covered Person) hereby certify that I have read and understood
the Code of Ethics of Boulder Total Return Fund, Inc. dated June 23, 2000 and
recognize that I am subject to its provisions. In addition, I hereby certify
that I have complied with the requirements of the Code of Ethics and that I have
disclosed or reported all personal Securities transactions required to be
disclosed or reported under the Code of Ethics.


Signature:
           -------------------------

Position:
           -------------------------

Date:
           -------------------------




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>34
<FILENAME>ex2-s.txt
<DESCRIPTION>EXHIBIT 2(S)
<TEXT>

<PAGE>

EXHIBIT (s)

POWER OF ATTORNEY

POWER OF ATTORNEY

KNOW ALL PEOPLE BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Stephen C. Miller and Carl D. Johns, and each and
any of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to the Registration Statement for the Boulder Growth & Income Fund,
Inc. on Form N-2, and to sign any registration statement that is to be effective
upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933,
as amended, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done; hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Signature                 Title                                  Date
- -----------------------   ------------------------------   ----------------

/s/ Stephen C. Miller     Director, Chief Executive        October 18, 2002
                          Officer, President and
Stephen C. Miller         Chairman of the Board


/s/ Susan L. Ciciora      Director                         October 18, 2002

Susan L. Ciciora


/s/ Joel W. Looney        Director                         October 18, 2002

Joel W. Looney


/s/ Alfred G. Aldridge    Director                         October 18, 2002

Alfred G. Aldridge, Jr.


/s/ Richard I. Barr       Director                         October 18, 2002

Richard I. Barr


/s/ Carl D. Johns         Chief Financial Officer, Chief   October 18, 2002
                          Accounting Officer, Vice
Carl D. Johns             President and Treasurer



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
