<DOCUMENT>
<TYPE>EX-99.2K
<SEQUENCE>10
<FILENAME>bifadminagreemt0104v2.txt
<DESCRIPTION>EXHIBIT (2)(K)(II) ADMINISTRATION AGREEMENT FAS
<TEXT>
EXHIBIT 99.(2)(k)(ii)
ADMINISTRATION AGREEMENT WITH FAS


                            ADMINISTRATION AGREEMENT

     This ADMINISTRATION  AGREEMENT (the "Agreement") is dated as of February 1,
2004 and is between BOULDER GROWTH & 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 or advisers 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 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.

<PAGE>

          (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  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   and   self-regulating
organizations  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  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.

<PAGE>

     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 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 and co-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 cause the following records to be kept at its
     offices or at the offices of the Fund's co-administrator:

               (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, including 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 and to act as the Fund's  Chief  Legal  Officer  and Chief
Compliance Officer, 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, or as required
by law.

     9. Administrative  Services.  The Administrator shall provide the following
administrative,  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.

<PAGE>

          (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),  co-administrator(s),  transfer agent and registrar,
     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) Transfer agency services;

               (2)  Coordinate  contractual   relationships  and  communications
               between the Fund and its contractual Service Providers;

               (3) 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)");.

               (4) Custodian services;

               (5) All fund accounting, including

                    a. The Fund's financial statements on a monthly basis;

                    b.  Reviewing  monthly  financials  of the  Fund,  including
                    income, expenses, gains and losses;

                    c. Evaluating and monitoring the expense accrual rate of the
                    Fund;

                    d.  Calculating  and  confirming  the NAV of the  Fund  each
                    Friday and at month-end with the Fund's accountant;

                    e. Providing internal auditing;

                    f.  Responding  to SEC and other  regulatory  inquiries  and
                    audits;

                    g. Serving as liaison to the Fund's independent accountants;

                    h. Calculate monthly, quarterly and annual total returns;

                    i. Calculate and monitor net realized and  unrealized  gains
                    (losses) of the Fund;

                    j. Prepare  weekly and month-end  calculation  of the Fund's
                    NAV;

                    k. Obtaining prices for portfolio  holdings and assisting in
                    the valuation of illiquid securities;

               (6)  Review  any  and  all  other  reports  produced  by  Service
               Providers in regards to the Fund.

<PAGE>

          (c) POLICIES AND  PROCEDURES.  The  Administrator  shall establish and
     maintain the Fund's Code of Ethics and such other  policies  and  operating
     procedures   required  under  the  1940  Act  and  other  Securities  Laws,
     including,  without  limitation,  Rule  38a-1  under the 1940  Act,  and as
     required by any exchange on which Fund shares are traded.

          (d) INVESTMENT  RECORDS.  The Administrator  shall review and maintain
     records of current  investments  of the Fund,  including  daily  trades and
     monthly appraisals,  analyze the Adviser's  performance based on investment
     objectives  against relevant indexes and other  investment  companies,  and
     present results to the Board of Directors.

          (e) TOTAL RETURNS.  The Administrator  shall assist in the calculation
     and  maintenance  total  returns  (both  NAV and  market)  of the  Fund for
     purposes mentioned above and investor relations.

          (f) LEGAL  SERVICES.  The  Administrator  shall  provide the following
     general counsel and legal services:

               (1) Provide in-house general counsel and ancillary legal services
          (e.g.,  contract  drafting and  negotiation;  drafting of  non-routine
          proxies,   prospectuses,   registration   statements,   statements  of
          additional information,  articles  supplementary,  rights offering and
          other memoranda and ancillary  items;  negotiating  loan documents and
          terms  with  banks on lines of credit  for  leveraging  for the Fund);
          periodically  reviewing,  analyzing,  updating and revising the Funds'
          fundamental  documents;  legal  research  and  analysis for such other
          topics that affect the Fund;  coordinate  with outside Fund counsel as
          needed.

               (2) In conjunction with  co-administrator(s),  prepare board book
          materials  and  insure  that  all  necessary  materials  are  promptly
          provided to the Board of Directors in advance of their  quarterly  and
          special meetings;

               (3) Attend all Board meetings and annual shareholder  meetings of
          the Fund and review minutes of same;

               (4)  Review  all  legal  matters  concerning  the Fund  with Fund
          counsel;

               (5) 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,  and produce  camera-ready
          documents for printing;

               (6)  Prepare,  review and file all  registration  statements  and
          coordinate review of same by Fund counsel;

               (7) Provide compliance procedures for the Fund with regard to the
          Fund's investment  objective,  policies,  restrictions,  rating agency
          guidelines, tax matters and applicable laws and exchange rules;

               (8) Make necessary SEC and NYSE filings on behalf of the Fund and
          its Directors;

               (9) Maintain the Fund's compliance  calendar to assure compliance
          with various filing and Board approval deadlines;

               (10) Make all  applications  for  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;

<PAGE>

          (g) TREASURY SERVICES.

               (1) Supply various normal and customary Fund  statistical data as
          requested on an ongoing basis;

               (2) Provide all certifications of senior officers required by the
          Securities Laws;

               (3) Prepare for execution  and file the Fund's  federal and state
          tax returns;

               (4) Assist the  co-administrator  and other Service  Providers in
          monitoring 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;

               (5) Supervise and assist the  co-administrator  and other Service
          Providers  in the  preparation  and filing  with the SEC of the Fund's
          annual and semi-annual shareholder reports;

               (6) Assist in the preparation of,  coordinate with Fund's outside
          counsel and file with the SEC Post-Effective  Amendments to the Fund's
          Registration  Statement as needed, assist in preparation of reports to
          the  SEC  including  the  preparation,  certification  and  filing  of
          semi-annual reports on Form N-SAR, Form N-CSR and Form N-PX;

               (7) Monitor the Fund's  assets to assure  adequate  fidelity bond
          coverage is maintained;

               (8) Monitor asset coverage requirements applicable to the Fund or
          any of its shares.

          (h)  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.

          (i) DIVIDEND  RECOMMENDATIONS  AND COMPLIANCE WITH FUND POLICIES.  The
     Administrator  shall  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, with IRS tax codes and regulations, with rating agency guidelines
     and with stock exchange requirements.

          (j)   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 and shall make periodic
     summary reports to the Board of Directors regarding same.

          (k) 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.

          (l) DISBURSEMENT  SERVICES. The Administrator shall review and approve
     all Fund expenses and cause them to be paid in a timely manner.

<PAGE>

          (m)  WEBSITE   MAINTENANCE.   The  Administrator  shall  provide  such
     personnel and equipment as is necessary to adequately  construct,  maintain
     and administer a professionally developed website for the Fund.

          (n)  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.

          (o) 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.

          (p)  ACCOUNTING  SERVICES.  Administrator  will perform the  following
     accounting  services  all of which are  included  under the  definition  of
     "Administrative Services":

               (1)  Together  with the  co-administrator,  monitor  the  expense
          accruals   and  notify  an  officer  of  the  Fund  of  any   proposed
          adjustments;

               (2) Control all  disbursements  and authorize such  disbursements
          upon Written Instructions;

               (3) Together with the  co-administrator,  calculate capital gains
          and losses,  and  determine  net income,  compute net asset value,  as
          appropriate,  compute  yields,  total  returns,  expense  ratios,  and
          portfolio turnover rate.

     10. Outsourcing. Administrator may, at its sole cost and expense, outsource
its 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").  The  Administrator  may, in its reasonable
discretion,  change Outsource  Providers or reallocate all or any portion of the
Outsourced  Responsibilities  hereunder  to  one  or  any  number  of  Outsource
Providers.  Whenever  Administrator proposes to enter into any agreement 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 as follows:

                    (1) 20 basis points on total assets under  management  up to
                    $250 million;

                    (2) 18 basis points on total assets under  management  above
                    $250 million but less than $400 million; and

                    (3) 15 basis points on total assets under  management  above
                    $400 million.

<PAGE>

     In each case,  such basis  points will be 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) Fee Waiver. If the aggregate of (i) the  Administration  Fee, (ii)
     co- or  sub-administration  fees paid  directly by the Fund,  (iii) custody
     fees and (iv) transfer agency fees (collectively, the "Fund's Admin Costs")
     for any calendar  month  exceeds 30 basis points (as applied to the average
     monthly  value  of the  Fund's  total  assets  minus  the sum of the  Fun's
     liabilities  (excluding  leverage,  if any)), the Administrator shall waive
     that  portion of the  Administration  Fee such that the Fund's  Admin Costs
     shall equal 30 basis points for such calendar month.

     13.  Reimbursement  for Out of Pocket  Expenses.  The Fund shall  reimburse
Administrator  for all reasonable out of pocket expenses  incurred in connection
with its duties hereunder,  including travel expenses for Administrator's  staff
in their  capacities as officers of the Fund to attend  meetings of the Board of
Directors.

     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.  The  Administrator  shall also negotiate all auditor's  fees,  subject to
approval by the Audit Committee of the Board of Directors.

     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.  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, 2004 (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

          (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").

<PAGE>

This  Agreement  shall continue in effect with respect to the Fund until January
31, 2005, and  thereafter  shall continue  automatically  for successive  annual
periods,  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 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  and such
     other  related  administrative  services  as are  customarily  provided  by
     administrators to registered closed-end funds (other than those required to
     be  provided  by  other  service  providers  to  the  Fund)  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, gross negligence or
     reckless disregard of such duties.

<PAGE>

          (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
     16), 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 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.

<PAGE>

          (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.



THE FUND:                               THE  ADMINISTRATOR:

BOULDER GROWTH & INCOME FUND, INC.,     FUND  ADMINISTRATIVE   SERVICES,   LLC,
a Maryland corporation                  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>
