<DOCUMENT>
<TYPE>EX-99.2K
<SEQUENCE>12
<FILENAME>bifadminagreemtwibt.txt
<DESCRIPTION>EXHIBIT (2)(K)(IV) ADMIN AGREEMENT WITH IBT
<TEXT>
EXHIBIT 99.(2)(k)(iv)
ADMINISTRATION AGREEMENT WITH IBT


                            ADMINISTRATION AGREEMENT


     AGREEMENT  made as of 29th day of  September  2004 by and  between  Boulder
Growth & Income Fund,  Inc., a corporation  organized under the laws of Maryland
(the "Fund"),  and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company
(the "Bank").

     WHEREAS,  the Fund is  registered  as a  closed-end  management  investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");

     WHEREAS,   the  Fund   desires  to  retain  the  Bank  to  render   certain
administrative services to the Fund;

     WHEREAS,  the Fund and the Bank have entered into a Custodian Agreement and
Delegation  Agreement  of  even  date  herewith  (the  "Custody  Agreement"  and
"Delegation Agreement"); and

     WHEREAS, the Bank is willing to render such services,  subject to the terms
and conditions of this Agreement.

     NOW, THEREFORE,  in consideration of the mutual covenants herein set forth,
it is agreed between the parties hereto as follows:

     1.  Appointment.  The Fund hereby appoints the Bank to act as Administrator
of the Fund on the terms  set forth in this  Agreement.  The Bank  accepts  such
appointment  and  agrees  to  render  the  services  herein  set  forth  for the
compensation herein provided.

     2. Delivery of Documents. The Fund has furnished the Bank with copies, duly
certified or authenticated to the Bank's satisfaction, of each of the following:

          (a)  Resolutions of the Fund's Board of Directors  authorizing  and/or
     approving (i) the appointment of the Bank to provide certain administrative
     services to the Fund,  (ii) this  Agreement,  (iii)  certain  officers  and
     employees  of the Fund to give  instructions  to the Bank  pursuant to this
     Agreement,  and (iv)  certain  officers  and  employees of the Fund to sign
     checks and pay expenses on behalf of the Fund;

          (b) The  Fund's  incorporating  documents  filed  with  the  state  of
     Maryland on [date] and all amendments thereto (the "Articles");

          (c) The Fund's by-laws and all amendments thereto (the "By-Laws");

          (d) The  Fund's  agreements  with  all  service  providers  including,
     without  limitation,  any investment  advisory  agreements,  sub-investment
     advisory  agreements,  custody  agreements,  and transfer agency agreements
     (collectively, the "Agreements");

          (e)  Each of the  Fund's  Registration  Statements  on Form  N-2  (the
     "Registration   Statements")   filed  with  the   Securities  and  Exchange
     Commission  under the Securities Act of 1933, as amended and under the 1940
     Act, and all amendments thereto;

          (f) The Fund's most recent  prospectus  and  statement  of  additional
     information (the "Prospectus"); and

          (g) Such other  documents,  certificates or opinions of counsel as the
     Bank may, in its  reasonable  discretion,  deem necessary or appropriate in
     the proper performance of its duties hereunder.

<PAGE>

     The Fund will immediately furnish the Bank with copies of all amendments of
or  supplements  to the  foregoing  and  with any new  Registration  Statements.
Furthermore,  the Fund will  notify the Bank as soon as  possible  of any matter
which may  materially  affect the  performance by the Bank of its services under
this Agreement.

     3. Duties of Administrator. Subject to the supervision and direction of the
Board of  Directors  of the Fund,  the Bank,  as  Administrator,  will assist in
conducting  various  aspects  of  the  Fund's   administrative   operations  and
undertakes to perform the services described in Appendix A hereto. The Bank may,
from time to time,  perform  additional  duties and functions which shall be set
forth in an amendment to such Appendix A executed by both parties. At such time,
the fee schedule included in Appendix B hereto shall be appropriately amended.

     In  performing  all services  under this  Agreement,  the Bank shall act in
conformity  with the Fund's  Articles  and By-Laws and the 1940 Act, as the same
may be amended  from time to time,  and the  investment  objectives,  investment
policies and other  practices and policies set forth in the Fund's  Registration
Statement,  as the same may be amended from time to time, or as set forth in the
Fund's annual or semi-annual  reports to shareholders.  Notwithstanding any item
discussed herein, the Bank has no discretion over the Fund's assets or choice of
investments and cannot be held liable for any losses arising from such assets or
choice of investments.

     4. Duties of the Fund.

          (a) The Fund will  perform such actions and provide the Bank with such
     information as described in Appendix A hereto.

          (b) The Fund is solely  responsible  (through  its  transfer  agent or
     otherwise) for (i) providing timely and accurate reports ("Share  Reports")
     which will enable the Bank as  Administrator to monitor the total number of
     shares  outstanding  and (ii) providing  timely and accurate  notice of the
     issuance of any new shares.

          (c) The Fund agrees to make its legal  counsel  available  to the Bank
     for  instruction  with  respect to any matter of law arising in  connection
     with the Bank's duties hereunder, and the Fund further agrees that the Bank
     shall be entitled to rely on such instruction without further investigation
     on the part of the Bank.

     5. Fees and Expenses.

          (a) For the services to be rendered and the facilities to be furnished
     by the Bank, as provided for in this  Agreement,  the Fund will  compensate
     the Bank in accordance with the fee schedule attached as Appendix B hereto.
     Such fees do not include out-of-pocket  disbursements (as delineated on the
     fee  schedule  or other  expenses  with the prior  approval  of the  Fund's
     management)  of the Bank for which the Bank shall be  entitled  to bill the
     Fund separately and for which the Fund shall reimburse the Bank.

          (b) The Bank will bear all of its own expenses in connection  with the
     performance  of its  services  under  this  Agreement.  The Fund  will bear
     certain  expenses  to be  incurred  in  its  operation,  including:  taxes,
     interest,  brokerage fees and  commissions,  if any; fees of the members of
     the Board of the Fund who are not officers,  directors, or employees of the
     Bank or its  affiliates  or any person who is an affiliate of any person to
     whom duties may be delegated by the Bank hereunder;  SEC fees and any state
     blue sky qualification fees; any stock exchange fees; charges of custodians
     and  transfer  and  dividend   disbursing   agents;   insurance   premiums,
     professional  association  dues and/or  assessments;  outside  auditing and
     legal  expenses;   costs  of  maintaining  the  Fund's   existence;   costs
     attributable to investor services, including, without limitation, telephone
     and  personnel   expenses;   costs  of   preparing,   printing  and  filing
     registration statements or amendments thereto,  prospectuses and statements
     of additional  information for regulatory  purposes and for distribution to
     existing  or  prospective  shareholders;  costs of  shareholders'  reports,
     meetings of the officers or Board and any extraordinary expenses.

<PAGE>

          (c) The Bank shall not be required to pay any expenses incurred by the
     Fund.

     6. Limitation of Liability.

          (a)  The  Bank,  its  directors,  officers,  employees,  shareholders,
     nominees and agents,  whether past, present or future,  shall not be liable
     for any  error of  judgment  or  mistake  of law or for any loss or  damage
     resulting from the  performance or  nonperformance  of its  obligations and
     duties  under  this  Agreement,   except  a  loss  resulting  from  willful
     misfeasance, bad faith or negligence in the performance of such obligations
     and duties, or by reason of its reckless disregard  thereof.  The Fund will
     indemnify the Bank, its directors,  officers,  employees and agents against
     and hold it and them  harmless  from any and all losses,  claims,  damages,
     liabilities or expenses  (including legal fees and expenses) resulting from
     any  claim,  demand,  action  or suit (i)  arising  out of the  actions  or
     omissions  of the  Fund;  (ii)  arising  out of the  offer  or  sale of any
     securities  of the  Fund in  violation  of (x) any  requirement  under  the
     Federal  securities  laws or  regulations,  (y) any  requirement  under the
     securities laws or regulations of any state, or (z) any stop order or other
     determination  or ruling by any Federal or state agency with respect to the
     offer or sale of such  securities;  or (iii) not resulting from the willful
     misfeasance, bad faith or negligence of the Bank in the performance of such
     obligations and duties or by reason of its reckless disregard thereof.

          (b) The Bank may  apply to the Fund at any time for  instructions  and
     may consult counsel for the Fund, or its own counsel,  and with accountants
     and other experts with respect to any matter arising in connection with its
     duties  hereunder,  and the Bank shall not be liable or accountable for any
     action  taken or  omitted  by it in good  faith  in  accordance  with  such
     instruction,  or with the opinion of such  counsel,  accountants,  or other
     experts.  The Bank shall not be liable for any act or omission taken or not
     taken in reliance upon any  document,  certificate  or instrument  which it
     reasonably  believes  to be genuine  and to be signed or  presented  by the
     proper person or persons.  The Bank shall not be held to have notice of any
     change of authority of any officers, employees, or agents of the Fund until
     the Bank shall have received written notice thereof from the Fund.

          (c) In the  event  the Bank is unable to  perform,  or is  delayed  in
     performing, its obligations under the terms of this Agreement because of of
     God,  strikes,   legal  constraint,   government  actions,  war,  emergency
     conditions,  earthquakes,  fires,  floods,  storms or other disturbances of
     nature,  epidemics,   riots,   nationalization,   expropriation,   currency
     restrictions,  interruption,  loss or  malfunction  of electrical  power or
     other utilities, transportation, or telecommunication systems, or computers
     and computer facilities  (hardware or software),  equipment or transmission
     failure,  damage  reasonably  beyond its control or other causes reasonably
     beyond  its  control,  the Bank  shall  not be  liable  to the Fund for any
     damages  resulting from such failure to perform,  delay in performance,  or
     otherwise from such causes.

          (d) Notwithstanding  anything to the contrary in this Agreement, in no
     event shall the Bank be liable for  special,  incidental  or  consequential
     damages, even if advised of the possibility of such damages.

          (e) The indemnification contained herein shall survive the termination
     of this Agreement.

     7. Termination of Agreement.

          (a) The term of this Agreement shall be one year,  commencing upon the
     date hereof (the "Initial  Term"),  unless  earlier  terminated as provided
     herein.  After  the  expiration  of the  Initial  Term,  the  term  of this
     Agreement shall  automatically  renew for successive one-year terms (each a
     "Renewal  Term") unless  written  notice of non-renewal is delivered by the
     non-renewing  party to the other  party no later than  ninety days prior to
     the expiration of the Initial Term or any Renewal Term, as the case may be.
     Either party hereto may terminate this Agreement prior to the expiration of
     the Initial Term or any Renewal Term in the event of a Default. A "Default"
     shall  exist  if a  party  fails  to  substantially  perform  its  material
     obligations  under  this  Agreement  or  otherwise  violates  any  material
     provision of this  Agreement,  provided that the  violating  party does not
     cure such  violation  within thirty days of receipt of written  notice from
     the non-violating party of such violation (a "Notice of Violation"),  or if
     the nature of the  violation  is such that it cannot be cured  within  such
     thirty-day period,  the party does not commence  substantive action to cure
     such violation within thirty days of the Notice of Violation.

<PAGE>

          (b) A Default under this  Agreement  shall  constitute a  simultaneous
     default under the Custody Agreement and Delegation Agreement giving rise to
     all  appropriate   remedies   thereunder,   including  early   termination.
     Similarly,  a default under the Custody  Agreement or Delegation  Agreement
     shall  constitute  a  simultaneous  Default  hereunder  giving  rise to all
     remedies set for herein, including early termination.

          (b) At any time after the termination of this Agreement, the Fund may,
     upon written  request,  have  reasonable  access to the records of the Bank
     relating to its performance of its duties as Administrator.

     8. Miscellaneous.

          (a) Any notice or other  instrument  authorized  or  required  by this
     Agreement  to be  given  in  writing  to the  Fund  or the  Bank  shall  be
     sufficiently  given if  transmitted by facsimile or addressed to that party
     and  received by it at its office set forth below or at such other place as
     it may from time to time designate in writing.


          To the Fund:
                  Boulder Growth & Income Fund, Inc.
                  1680 38th Street, Suite 800
                  Boulder, CO 80301
                  Facsimile (303) 245-0420
                  Attention: Stephen C. Miller, President & General Counsel


          To the Bank:
                  Investors Bank & Trust Company
                  200 Clarendon Street, P.O. Box 9130
                  Boston, MA 02117-9130
                  Facsimile 617-330-6033
                  Attention: Paula A. Lordi, SeniorDirector, Client Management
                  With a copy to: John E. Henry, General Counsel


          (b) This  Agreement  shall  extend  to and shall be  binding  upon the
     parties  hereto and their  respective  successors  and  assigns;  provided,
     however,  that this Agreement  shall not be assignable  without the written
     consent of the other party.

          (c) This Agreement  shall be construed in accordance  with the laws of
     the Commonwealth of  Massachusetts,  without regard to its conflict of laws
     provisions.

          (d) This Agreement may be executed in any number of counterparts  each
     of which shall be deemed to be an original and which  collectively shall be
     deemed to constitute only one instrument.

          (e) The captions of this  Agreement  are included for  convenience  of
     reference only and in no way define or delimit any of the provisions hereof
     or otherwise affect their construction or effect.

<PAGE>

          (f)  This  Agreement  may not be  altered  or  amended,  except  by an
     instrument in writing, executed by both parties.

     9. Confidentiality.  All books, records, information and data pertaining to
the business of the other party which are exchanged or received  pursuant to the
negotiation or the carrying out of this Agreement shall remain confidential, and
shall  not be  voluntarily  disclosed  to any  other  person,  except  as may be
required in the performance of duties hereunder or as otherwise required by law.

     10. Use of Name.  The Fund shall not use the name of the Bank or any of its
affiliates in any prospectus,  statement of additional information,  shareholder
report,  sales literature or other material relating to the Fund in a manner not
approved  by the Bank  prior  thereto in  writing;  provided  however,  that the
approval of the Bank shall not be required  for any use of its name which merely
refers in accurate and factual  terms to its  appointment  hereunder or which is
required by the  Securities  and  Exchange  Commission  or any state  securities
authority  or  any  other  appropriate  regulatory,   governmental  or  judicial
authority;   provided  further,   that  in  no  event  shall  such  approval  be
unreasonably withheld or delayed.

     11. Non-exclusive Services. The Fund understands that the Bank now acts and
will  continue  to act as  administrator  of various  investment  companies  and
fiduciary of other managed accounts, and the Fund has no objection to the Bank's
so acting.  In addition,  it is understood that the persons employed by the Bank
to assist in the  performance of its duties  hereunder may not devote their full
time to such services and nothing herein  contained  shall be deemed to limit or
restrict  the  right of the Bank or any  affiliate  of the Bank to engage in and
devote time and attention to other  businesses or to render services of whatever
kind or nature.

     12.  Business  Continuity.  The  Bank  represents  that  it has in  place a
reasonable business continuity plan.


                  [Remainder of Page Intentionally Left Blank]


<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have caused this  instrument to be
duly  executed and  delivered by their duly  authorized  officers as of the date
first written above.



                                Boulder Growth & Income Fund, Inc.


                                By:     /s/ Stephen C. Miller
                                Name:   Stephen C. Miller
                                Title:  President



                                INVESTORS BANK & TRUST OMPANY


                                By:     /s/ Robert D. Mancuso
                                Name:   Robert D. Mancuso
                                Title:  SVP



<PAGE>


                                   Appendices


 Appendix A............................................................ Services

 Appendix B........................................................ Fee Schedule


<PAGE>


                                   APPENDIX B

                             Investors Bank & Trust
                       Summary of Administration Functions
                                The Boulder Funds

<TABLE>
<S>                                             <C>                                     <C>
Function                                        Investors Bank & Trust                  Boulder

MANAGEMENT REPORTING
& TREASURY ADMINISTRATION

Monitor portfolio compliance in                 Perform tests of certain specific       Continuously monitor portfolio
accordance with the current Prospectus          portfolio activity designed from        activity and Fund operations in
and SAI.                                        provisions of the Fund's Prospectus     conjunction with 1940 Act,
                                                and SAI.  Follow-up on potential        Prospectus, SAI and any other
                                                violations.                             Applicable laws and regulations.
                                                                                        Monitor testing results and
                                                                                        approve resolution of
                                                                                        compliance issues.
Frequency: Daily

Provide compliance summary package.             Provide a report of compliance          Review report.
                                                testing results.
Frequency: Monthly

Perform asset diversification testing to        Perform asset diversification tests at  Continuously monitor portfolio
establish qualification as a RIC.               each tax quarter end. Follow-up on      activity in conjunction with IRS
                                                issues.                                 requirements. Review test
                                                                                        results and take any necessary
                                                                                        action. Approve tax positions
                                                                                        taken.

Frequency: Quarterly


Perform qualifying income testing to            Perform qualifying income testing       Continuously monitor portfolio
establish qualification as a RIC.               (on book basis income, unless           activity in conjunction with IRS
                                                material differences are anticipated)   requirements.  Review test
                                                on quarterly basis and as may           results and take any necessary
                                                otherwise be necessary. Follow-up       action.  Approve tax positions
                                                on issues.                              taken.

Frequency: Quarterly
</TABLE>

<PAGE>



                                   APPENDIX B


MANAGEMENT REPORTING
& TREASURY ADMINISTRATION
(CONTINUED)

<TABLE>
<S>                                             <C>                                     <C>

Prepare the Fund's annual expense               Prepare preliminary expense budget.     Provide asset level projections
budget. Establish daily accruals.               Notify fund accounting of new           and vendor fee information.
                                                accrual rates.                          Approve expense budget.

Frequency: Annually

Monitor the Fund's expense budget.              Monitor actual expenses updating        Provide asset level projections
                                                budgets/ expense accruals and notify    quarterly. Provide vendor
                                                FAS of any proposed adjustments.        information as necessary.
                                                                                        Review expense analysis and
                                                                                        approve budget revisions.

Frequency: Quarterly

Receive and coordinate payment of fund          Propose allocations of invoice among    Approve invoices and
expenses.                                       funds and obtain authorized approval    allocations of payments. Send
                                                to process payment.                     expense Authorizations and
                                                Calculate various contractual           invoices to IBT in a timely
                                                expenses (e.g. advisory,                manner.
                                                administrative and custody fees).

Frequency: As often as necessary

Calculate periodic dividend rates to be         Calculate amounts available for         Establish and maintain dividend.
declared in accordance with management          distribution.  Coordinate review by     and distribution policies.
guidelines.                                     management and/or auditors.  Notify     Approve distribution rates per
                                                custody and transfer agent of           share and aggregate amounts.
                                                authorized dividend rates in            Obtain Board approval when
                                                accordance with Board approved          required.
                                                policy.  Report dividends to Board as
                                                required.

Frequency: In accordance with the
Funds' dividend policy
</TABLE>


<PAGE>


                                   APPENDIX B


MANAGEMENT REPORTING
& TREASURY ADMINISTRATION
(CONTINUED)

<TABLE>
<S>                                             <C>                                     <C>

Calculate pre-tax total return information      Provide SEC total return calculations.  Review total return information.
on Funds as defined in the current
Prospectus and SAI.

Frequency: Monthly

Prepare disinterested trustee Form 1099-        Summarize amounts paid to               Provide social security numbers
Misc.                                           directors/trustees during the calendar  and current mailing addresses for
                                                year. Prepare and mail Form 1099-       trustees. Review and approve
                                                Misc.                                   information provided for Form
                                                                                        1099-Misc.

Frequency: Annually

Prepare selected portfolio and financial        Prepare selected portfolio and          Review financial information.
information for presentation to Fund            financial information for inclusion in
Management and Board of Directors.              board material.

Frequency: Quarterly (board materials)

Prepare and file Form N-SAR.                    Prepare form for filing. Obtain any     Provide appropriate responses.
                                                necessary supporting documents.         Review and authorize filing.
                                                File with SEC via EDGAR.

Frequency: Semi-annually
</TABLE>


<PAGE>


                                   APPENDIX B

FINANCIAL REPORTING

<TABLE>
<S>                                             <C>                                     <C>

Coordinate the annual audit and semi-           Coordinate the creation of templates    Provide past financial
Annual and quarterly preparation and            reflecting client-selected standardized statements and other
printing of financial statements and notes      appearance and text of financial        information required to create
with management, fund accounting and            statements and footnotes.  Draft and    templates, including report style
the fund auditors.                              manage production cycle.                and graphics. Approve format
                                                Coordinate with IBT fund accounting     and text as standard.  Approve
                                                the electronic receipt of portfolio and production cycle and assist in
                                                general ledger information. Assist in   managing to the cycle.
                                                resolution of accounting issues.        Coordinate review and approval
                                                Using templates, draft financial        by portfolio managers of
                                                statements, coordinate auditor and      portfolio listing to be included
                                                management review, and clear            in financial statements. Prepare
                                                comments. Coordinate NCSR and           appropriate management letter
                                                NQ filings, printing of reports,        and coordinate production of
                                                EDGAR conversion with outside           Management Discussion and
                                                Printer and filing with the SEC via     Analysis. Review and approve
                                                EDGAR.                                  entire report. Make appropriate
                                                                                        representations in conjunction
                                                                                        with audit. Review and approve
                                                                                        Form N-CSR and NQ. Forward
                                                                                        signed Form N-CSR and NQ to
                                                                                        IBT prior to filing report.

Frequency: Annually/semi-annually,
Quarterly
</TABLE>


<PAGE>


                                   APPENDIX B


LEGAL

<TABLE>
<S>                                             <C>                                     <C>
Prepare agenda and board materials for          Assist FAS in maintaining annual        Review and approve board
quarterly board meetings.                       calendar of required quarterly and      materials and board and
                                                annual approvals. Prepare agenda,       committee meeting minutes.
                                                resolutions and certain board
                                                materials for quarterly board
                                                meetings. Prepare supporting
                                                information and materials when
                                                necessary. Assemble, check and
                                                distribute books in advance of
                                                meeting. Attend board and
                                                committee meeting and prepare
                                                minutes.

Frequency: Quarterly


Provide some assistance with updating           Make annual filing of fidelity bond     Obtain required fidelity bond
and filing with the SEC of fidelity bond        insurance material with the SEC.        insurance coverage. Provide
insurance coverage and the directors and        Monitor level of fidelity bond          materials to IBT for SEC filing.
officers errors and omission insurance          insurance maintained in accordance
policies.                                       with required coverage.

Frequency: Annually

Respond to regulatory audits.                   Compile and provide documentation       Coordinate with regulatory
                                                pursuant to audit requests. Assist      auditors to provide requested
                                                client in resolution of audit inquiries.Documentation and resolutions
                                                                                        to inquiries.
Frequency: As needed
</TABLE>


<PAGE>


                                   APPENDIX B


LEGAL    (CONTINUED)

<TABLE>
<S>                                             <C>                                     <C>
Assist with SEC Post-Effective                  Prepare, coordinate with the            Review and approve filings.
Amendments                                      Fund's counsel and file with the
                                                SEC Post-Effective Amendments
                                                to the Fund's Registration
                                                Statement as needed. (PEAs for a
                                                rights offerings are not included in
                                                current fee schedule).

Frequency: As needed

Assist with SEC notices of Annual or            Coordinate with the Fund and            Prepare notices and proxy
Special Meetings of Shareholders.               Fund's counsel and file with the        materials relating to
                                                SEC notices of Annual or Special        shareholder meetings.
                                                Meetings of Shareholders and
                                                proxy materials relating to such
                                                meetings.

Frequency: As needed (at least
annually)

Review of Annual and Semi-Annual                Review drafts prepared by               Review and approve entire
Reports                                         Financial Reporting focusing on         report.
                                                MDFP, Notes to Financial
                                                Statements for accurate descriptions
                                                of: registrant's organization,
                                                valuation policies and procedures,
                                                service providers, contracts and
                                                expenses, Board of
                                                Directors/Trustees. Review for
                                                disclosure regarding availability of
                                                proxy voting policies and proxy
                                                voting record and matters submitted
                                                to a vote of shareholders during
                                                period covered by report.

Frequency: Semi-annually
</TABLE>


<PAGE>


                                   APPENDIX B

<TABLE>
<S>                                             <C>                                     <C>
Review Form N-SAR.                              Review responses with respect to        Provide appropriate responses.
                                                fidelity bond coverage and provide      Review and authorize filing.
                                                information with respect to
                                                shareholder meetings.

Frequency: Semi-annually
</TABLE>


<PAGE>


                                   APPENDIX B


TAX

<TABLE>
<S>                                             <C>                                     <C>
Prepare income tax provisions.                  Calculate investment company            Provide transaction information
                                                taxable income, net tax exempt          as requested.  Identify Passive
                                                interest, net capital gain and spillbackForeign Investment Companies
                                                dividend requirements. Identify         (PFICs).  Approve tax
                                                book-tax accounting differences.        Accounting positions to be
                                                Track required information relating     taken.  Approve provisions.
                                                to accounting differences.

Frequency: Annually

Calculate excise tax distributions.             Calculate required distributions to     Provide transaction information
                                                avoid imposition of excise tax.         As requested. Identify Passive
                                                - Calculate capital gain net            Foreign Investment Companies
                                                income and foreign currency             (PFICs). Approve tax
                                                gain/loss through October 31.           accounting positions to be
                                                - Calculate ordinary income and         taken. Review and approve all
                                                distributions through a specified       income and distribution
                                                cut off date.                           calculations, including
                                                - Project ordinary income               projected income and dividend
                                                from cut off date to December           shares. Approve distribution
                                                31.                                     rates per share and aggregate
                                                - Ascertain dividend shares.            amounts.  Obtain Board
                                                Identify book-tax accounting            approval when required.
                                                differences. Track required
                                                information relating to accounting
                                                differences. Coordinate review by
                                                management and fund auditors.
                                                Notify custody and transfer agent of
                                                authorized dividend rates in
                                                accordance with Board approved
                                                policy. Report dividends to Board as
                                                required.

Frequency: Annually
</TABLE>


<PAGE>


                                   APPENDIX B

TAX   (CONTINUED)

<TABLE>
<S>                                             <C>                                     <C>
Prepare tax returns                             Prepare excise and RIC tax returns      Review and sign tax return.
                                                (both Federal and State).

Frequency: Annually

Prepare Form 1099                               Obtain yearly distribution              Review and approve
                                                information. Calculate 1099             information provided for Form
                                                reclasses and coordinate with transfer  1099.
                                                agent.

Frequency: Annually

Prepare other year-end tax-related              Obtain yearly income distribution       Review and approve
disclosures                                     information. Calculate disclosures      information provided.
                                                (i.e., dividend received deductions,
                                                foreign tax credits, tax-exempt
                                                income, income by jurisdiction,
                                                QDI) and coordinate with transfer
                                                agent.

Frequency: Annually
</TABLE>

Review and Approval

The  attached  Summary  of  Administration   Functions  has  been  reviewed  and
represents the services currently being provided.


        /s/ Robert D. Mancuso
        Robert D. Mancuso  10-05-04
__________________________________
Signature of Account Director/Date


        /s/ Stephen C. Miller
        Stephen C. Miller, President 9/30/04
___________________________________________________
Signature of Authorized Client Representative/ Date


</TEXT>
</DOCUMENT>
