<DOCUMENT>
<TYPE>EX-99.2J
<SEQUENCE>8
<FILENAME>bifcustodyagreemtwibt.txt
<DESCRIPTION>EXHIBIT (2)(J) CUSTODY AGREEMENT WITH IBT
<TEXT>
EXHIBIT 99.(2)(j)
CUSTODY AGREEMENT WITH IBT

                              CUSTODIAN AGREEMENT

     AGREEMENT  made as of this  29th day of  September  2004,  between  Boulder
Growth & Income Fund,  Inc., a company  organized under the laws of the state 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 and Bank are parties to an Administration  Agreement and
Delegation Agreement of even date herewith (the  "Administration  Agreement" and
"Delegation Agreement");

     WHEREAS,  the Bank has at least  the  minimum  qualifications  required  by
Section 17(f)(1) of the 1940 Act to act as custodian of the portfolio securities
and cash of the Fund;

     WHEREAS,  the Fund  desires  to place  and  maintain  all of its  portfolio
securities and cash in the custody of the Bank; and

     WHEREAS,  the Bank is willing to act as custodian for the Fund,  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. Bank Appointed Custodian. The Fund hereby appoints the Bank as custodian
of its  portfolio  securities  and cash  delivered  to the  Bank as  hereinafter
described  and the Bank  agrees to act as such  upon the  terms  and  conditions
hereinafter set forth. For the services  rendered pursuant to this Agreement the
Fund agrees to pay to the Bank the fees set forth on Appendix A hereto.

     2. Definitions.  Whenever used herein, the terms listed below will have the
following meaning:

     2.1 Authorized Person.  Authorized Person will mean any of the persons duly
authorized to give Proper Instructions or otherwise act on behalf of the Fund by
appropriate  resolution of its Board, and set forth in a certificate as required
by Section 4 hereof.

     2.2 Board.  Board will mean the Board of Directors or the Board of Trustees
of the Fund, as the case may be.

     2.3  Security.  The term security as used herein will have the same meaning
assigned to such term in the  Securities  Act of 1933,  as  amended,  including,
without limitation,  any note, stock, treasury stock, bond, debenture,  evidence
of indebtedness,  certificate of interest or participation in any profit sharing
agreement,   collateral-trust   certificate,   preorganization   certificate  or
subscription, transferable share, investment contract, voting-trust certificate,
certificate  of deposit for a security,  fractional  undivided  interest in oil,
gas, or other mineral rights, any put, call,  straddle,  option, or privilege on
any security, certificate of deposit, or group or index of securities (including
any interest therein or based on the value thereof), or any put, call, straddle,
option, or privilege entered into on a national  securities exchange relating to
a foreign currency, or, in general, any interest or instrument commonly known as
a "security," or any certificate of interest or  participation  in, temporary or
interim  certificate  for,  receipt  for,  guarantee  of, or warrant or right to
subscribe to, or option  contract to purchase or sell any of the foregoing,  and
futures, forward contracts and options thereon.

     2.4 Portfolio Security.  Portfolio Security will mean any Security owned by
the Fund.
<PAGE>


     2.5  Officers'   Certificate.   Officers'  Certificate  will  mean,  unless
otherwise indicated, any request,  direction,  instruction,  or certification in
writing signed by any two Authorized Persons of the Fund.

     2.6   Book-Entry   System.   Book-Entry   System  shall  mean  the  Federal
Reserve-Treasury  Department  Book Entry  System for United  States  government,
instrumentality  and agency securities operated by the Federal Reserve Bank, its
successor or successors and its nominee or nominees.

     2.7 Depository. Depository shall mean The Depository Trust Company ("DTC"),
a clearing agency  registered with the Securities and Exchange  Commission under
Section  17A of the  Securities  Exchange  Act of  1934  ("Exchange  Act"),  its
successor or successors and its nominee or nominees. The term "Depository" shall
further  mean and include any other  person  authorized  to act as a  depository
under the 1940 Act,  its  successor or  successors  and its nominee or nominees,
specifically identified in a certified copy of a resolution of the Board.

     2.8 Proper  Instructions.  Proper  Instructions shall mean (i) instructions
regarding  the  purchase  or sale of  Portfolio  Securities,  and  payments  and
deliveries  in  connection  therewith,  given  by  an  Authorized  Person,  such
instructions  to be given in such form and manner as the Bank and the Fund shall
agree upon from time to time,  and (ii)  instructions  (which may be  continuing
instructions)  regarding  other  matters  signed or initialed  by an  Authorized
Person.  Oral instructions  will be considered  Proper  Instructions if the Bank
reasonably  believes them to have been given by an Authorized  Person.  The Fund
shall cause all oral instructions to be promptly confirmed in writing.  The Bank
shall act upon and comply with any subsequent Proper  Instruction which modifies
a prior  instruction  and the sole  obligation  of the Bank with  respect to any
follow-up or confirmatory  instruction  shall be to make  reasonable  efforts to
detect any discrepancy  between the original  instruction and such  confirmation
and to report such  discrepancy to the Fund. The Fund shall be  responsible,  at
the Fund's expense, for taking any action, including any reprocessing, necessary
to correct any such discrepancy or error, and to the extent such action requires
the Bank to act, the Fund shall give the Bank specific Proper Instructions as to
the action required.  Upon receipt by the Bank of an Officers' Certificate as to
the  authorization  by  the  Board  accompanied  by a  detailed  description  of
procedures approved by the Fund, Proper  Instructions may include  communication
effected directly between electro-mechanical or electronic devices provided that
the Board and the Bank agree in writing  that such  procedures  afford  adequate
safeguards for the Fund's assets.

     3. [RESERVED]

     4.  Certification  as to  Authorized  Persons.  The  Secretary or Assistant
Secretary  of the Fund will at all times  maintain  on file with the Bank his or
her certification to the Bank, in such form as may be acceptable to the Bank, of
(i) the names and signatures of the Authorized Persons and (ii) the names of the
members of the Board, it being understood that upon the occurrence of any change
in the information set forth in the most recent certification on file (including
without  limitation any person named in the most recent  certification who is no
longer an Authorized Person as designated  therein),  the Secretary or Assistant
Secretary of the Fund will sign a new or amended certification setting forth the
change and the new, additional or omitted names or signatures.  The Bank will be
entitled to rely and act upon any Officers'  Certificate given to it by the Fund
which  has  been  signed  by  Authorized   Persons  named  in  the  most  recent
certification received by the Bank.

     5.  Custody  of Cash.  As  custodian  for the Fund,  the Bank will open and
maintain a separate  account or  accounts in the name of the Fund or in the name
of the Bank,  as Custodian  of the Fund,  and will deposit to the account of the
Fund  all of the  cash of the  Fund,  except  for  cash  held by a  subcustodian
appointed  pursuant to Sections 14.2 or 14.3 hereof,  including  borrowed funds,
delivered  to the  Bank,  subject  only to draft  or  order  by the Bank  acting
pursuant  to the  terms  of this  Agreement.  Pursuant  to the  Bank's  internal
policies  regarding  the  management  of cash  accounts,  the Bank may segregate
certain portions of the cash of the Fund into a separate savings deposit account
upon which the Bank reserves  theright to require seven (7) days notice prior to
withdrawal  of cash from such an  account.  Upon  receipt  by the Bank of Proper
Instructions  (which may be continuing  instructions) or in the case of payments
for repurchases of outstanding shares of common stock of the Fund,  notification
from the  Fund's  transfer  agent as  provided  in Section  7,  requesting  such
payment, designating the payee or the account or accounts to which the Bank will
release funds for deposit,  and stating that it is for a purpose permitted under
the terms of this Section 5, specifying the applicable subsection, the Bank will
make  payments of cash held for the  accounts of the Fund,  insofar as funds are
available for that purpose, only as permitted in subsections 5.1-5.9 below.

<PAGE>

     5.1 Purchase of  Securities.  Upon the purchase of securities for the Fund,
against  contemporaneous  receipt  of such  securities  by the  Bank or  against
delivery of such  securities to the Bank in accordance  with generally  accepted
settlement  practices  and  customs  followed  by  U.S.  registered   investment
companies  in the  jurisdiction  or  market  in  which  the  transaction  occurs
registered  in the name of the Fund or in the name of, or properly  endorsed and
in form for transfer to, the Bank,  or a nominee of the Bank, or receipt for the
account of the Bank  pursuant to the  provisions  of Section 6 below,  each such
payment to be made at the purchase  price shown on a broker's  confirmation  (or
transaction  report in the case of Book Entry  Paper (as that term is defined in
Section 6.6 hereof)) of purchase of the  securities  received by the Bank before
such payment is made,  as confirmed in the Proper  Instructions  received by the
Bank before such payment is made.

     5.2 [RESERVED]

     5.3  Distributions and Expenses of the Fund. For the payment on the account
of the Fund of  dividends  or other  distributions  to  shareholders  (including
holders  of the  Fund's  preferred  stock,  if any) as may from  time to time be
declared by the Board,  interest,  taxes,  management  or  administration  fees,
distribution fees, fees of the Bank for its services hereunder and reimbursement
of the expenses and liabilities of the Bank as provided herein or as approved by
the Funds, fees of any transfer agent, fees and expenses for the Board, fees for
legal,  accounting,  and auditing  services,  exchange  listing  fees,  or other
operating expenses of the Fund.

     5.4 Payment in Respect of Securities.  For payments in connection  with the
conversion,   exchange  or  surrender  of  Portfolio  Securities  or  securities
subscribed to by the Fund held by or to be delivered to the Bank.

     5.5 Repayment of Loans.  To repay loans of money made to the Fund,  but, in
the case of final  payment,  only upon  redelivery  to the Bank of any Portfolio
Securities  pledged or  hypothecated  therefor  and upon  surrender of documents
evidencing the loan;

     5.6  Repayment  of Cash.  To repay the cash  delivered  to the Fund for the
purpose of  collateralizing  the  obligation to return to the Fund  certificates
borrowed  from  the  Fund  representing  Portfolio  Securities,  but  only  upon
redelivery to the Bank of such borrowed certificates.

     5.7 Foreign Exchange Transactions.

          (a) For  payments in  connection  with foreign  exchange  contracts or
     options  to  purchase  and sell  foreign  currencies  for  spot and  future
     delivery (collectively, "Foreign Exchange Agreements") which may be entered
     into  by the  Bank on  behalf  of the  Fund  upon  the  receipt  of  Proper
     Instructions,  such Proper  Instructions  to specify the currency broker or
     banking  institution  (which may be the Bank, or any other  subcustodian or
     agent hereunder,  acting as principal) with which the contract or option is
     made, and the Bank shall have no duty with respect to the selection of such
     currency brokers or banking  institutions  with which the Fund deals or for
     their failure to comply with the terms of any contract or option.

<PAGE>

          (b) In order  to  secure  any  payments  in  connection  with  Foreign
     Exchange  Agreements  which may be  entered  into by the Bank  pursuant  to
     Proper Instructions,  the Fund agrees that the Bank shall have a continuing
     lien and  security  interest,  to the extent of any  payment  due under any
     Foreign Exchange Agreement,  in and to any property at any time held by the
     Bank for the Fund's  benefit and which is then in the Bank's  possession or
     control (or in the  possession  or control of any third party acting on the
     Bank's  behalf).   The  Fund  authorizes  the  Bank,  in  the  Bank's  sole
     discretion,  at any time to charge any such  payment  due under any Foreign
     Exchange Agreement against any balance of account standing to the credit of
     the Fund on the Bank's books.

     5.8 Other Authorized  Payments.  For other  authorized  transactions of the
Fund,  or other  obligations  of the Fund  incurred  for proper  Fund  purposes;
provided  that  before  making  any such  payment  the Bank will also  receive a
certified  copy of a  resolution  of the Board  signed by an  Authorized  Person
(other  than  the  Person  certifying  such  resolution)  and  certified  by its
Secretary  or  Assistant  Secretary,  naming  the person or persons to whom such
payment is to be made, and either  describing the  transaction for which payment
is to be made and declaring it to be an authorized  transaction  of the Fund, or
specifying the amount of the obligation for which payment is to be made, setting
forth the purpose for which such  obligation  was  incurred and  declaring  such
purpose to be a proper corporate purpose.

     5.9 Termination.  Upon the termination of this Agreement as hereinafter set
forth pursuant to Section 8 and Section 16 of this Agreement.

     6. Securities.

          6.1 Segregation and Registration. Except as otherwise provided herein,
     and except for  securities  to be delivered to any  subcustodian  appointed
     pursuant  to  Sections  14.2 or 14.3  hereof,  the Bank as  custodian  will
     receive and hold pursuant to the provisions  hereof,  in a separate account
     or  accounts  and  physically  segregated  at all times from those of other
     persons,  any and all  Portfolio  Securities  which may now or hereafter be
     delivered  to it by or for the  account  of the  Fund.  All such  Portfolio
     Securities  will be held or disposed of by the Bank for, and subject at all
     times to the  instructions  of,  the  Fund  pursuant  to the  terms of this
     Agreement.  Subject to the specific provisions herein relating to Portfolio
     Securities that are not physically held by the Bank, the Bank will register
     all Portfolio  Securities (unless otherwise directed by Proper Instructions
     or an Officers'  Certificate),  in the name of a registered  nominee of the
     Bank as defined in the  Internal  Revenue Code and any  Regulations  of the
     Treasury  Department  issued  thereunder,  and will execute and deliver all
     such  certificates in connection  therewith as may be required by such laws
     or regulations  or under the laws of any state.  The Fund will from time to
     time furnish to the Bank  appropriate  instruments  to enable it to hold or
     deliver in proper  form for  transfer,  or to  register  in the name of its
     registered nominee, any Portfolio Securities which may from time to time be
     registered in the name of the Fund.

          6.2 Voting and  Proxies.  Neither the Bank nor any nominee of the Bank
     will  vote  any of the  Portfolio  Securities  held  hereunder,  except  in
     accordance with Proper Instructions or an Officers'  Certificate.  The Bank
     will promptly forward and, where appropriate, execute and deliver, or cause
     to be executed and  delivered,  to the Fund all notices,  proxies and proxy
     soliciting materials delivered to the Bank with respect to such Securities,
     such proxies to be executed by the registered holder of such Securities (if
     registered  otherwise than in the name of the Fund), but without indicating
     the manner in which such proxies are to be voted.

<PAGE>

          6.3  Corporate  Action.  If at any time the Bank is  notified  that an
     issuer of any  Portfolio  Security has taken or intends to take a corporate
     action (a "Corporate Action") that affects the rights, privileges,  powers,
     preferences, qualifications or ownership of a Portfolio Security, including
     without limitation, liquidation,  consolidation,  merger, recapitalization,
     reorganization,  reclassification, subdivision, combination, stock split or
     stock dividend,  which Corporate Action requires an affirmative response or
     action on the part of the holder of such Portfolio Security (a "Response"),
     the Bank shall  notify  the Fund  promptly  of the  Corporate  Action,  the
     Response  required in connection  with the Corporate  Action and the Bank's
     deadline for receipt  from the Fund of Proper  Instructions  regarding  the
     Response (the "Response Deadline").  The Bank shall forward to the Fund via
     telecopier and/or overnight courier all notices,  information statements or
     other materials  relating to the Corporate Action promptly after receipt of
     such materials by the Bank.

               (a) The  Bank  shall  act upon a  required  Response  only  after
          receipt by the Bank of Proper Instructions from the Fund no later than
          5:00 p.m. on the date  specified as the Response  Deadline and only if
          the  Bank  (or  its  agent  or  subcustodian   hereunder)  has  actual
          possession of all necessary  Securities,  consents and other materials
          no  later  than  5:00  p.m.  on the  date  specified  as the  Response
          Deadline.

               (b) The Bank shall  have no duty to act upon a required  Response
          if Proper  Instructions  relating to such  Response and all  necessary
          Securities,  consents and other  materials  are not received by and in
          the  possession  of the  Bank no  later  than  5:00  p.m.  on the date
          specified as the Response Deadline. Notwithstanding,  the Bank may, in
          its sole  discretion,  use its best efforts to act upon a Response for
          which Proper  Instructions  and/or necessary  Securities,  consents or
          other  materials  are received by the Bank after 5:00 p.m. on the date
          specified as the Response  Deadline,  it being acknowledged and agreed
          by the  parties  that  any  undertaking  by the  Bank to use its  best
          efforts in such circumstances shall in no way create any duty upon the
          Bank to complete such Response prior to its expiration.

               (c) In the event that the Fund  notifies  the Bank of a Corporate
          Action  requiring a Response and the Bank has received no other notice
          of such  Corporate  Action,  the Response  Deadline  shall be 48 hours
          prior to the Response expiration time set by the depository processing
          such Corporate Action.

               (d) Section  14.3(c) of this Agreement shall govern any Corporate
          Action  involving  Foreign  Portfolio  Securities  held by an Eligible
          Foreign Sub-Custodian (as defined below).

          6.4 Book-Entry System.  Provided (i) the Bank has received a certified
     copy of a resolution of the Board  specifically  approving deposits of Fund
     assets in the Book-Entry  System,  and (ii) for any  subsequent  changes to
     such  arrangements  following  such  approval,  the Board has  reviewed and
     approved the arrangement and has not delivered an Officer's  Certificate to
     the Bank indicating that the Board has withdrawn its approval:

               (a) The Bank  may keep  Portfolio  Securities  in the  Book-Entry
          System  provided that such Portfolio  Securities are represented in an
          account  ("Account")  of the Bank (or its agent) in such System  which
          shall not include  any assets of the Bank (or such  agent)  other than
          assets held as a fiduciary, custodian, or otherwise for customers;

               (b) The records of the Bank (and any such agent) with  respect to
          the Fund's participation in the Book-Entry System through the Bank (or
          any such agent) will identify by book entry the  Portfolio  Securities
          which are included with other securities  deposited in the Account and
          shall at all times during the regular  business  hours of the Bank (or
          such  agent)  be open  for  inspection  by duly  authorized  officers,
          employees or agents of the Fund.  Where  securities are transferred to
          the Fund's  account,  the Bank shall also, by book entry or otherwise,
          identify  as  belonging  to the Fund a  quantity  of  securities  in a
          fungible bulk of securities  (i) registered in the name of the Bank or
          its nominee,  or (ii) shown on the Bank's  account on the books of the
          Federal Reserve Bank;

               (c) The Bank (or its agent)  shall pay for  securities  purchased
          for the account of the Fund or shall pay cash  collateral  against the
          return of Portfolio Securities loaned by the Fund upon:

<PAGE>

                    (i) receipt of advice from the  Book-Entry  System that such
               Securities have been transferred to the Account,and

                    (ii) the  making of an entry on the  records of the Bank (or
               its agent) to reflect  such  payment and transfer for the account
               of the Fund.  The Bank (or its agent) shall  transfer  securities
               sold or loaned for the account of the Fund upon:

               (d) The Bank  will  promptly  provide  the Fund  with any  report
          obtained  by  the  Bank  or  its  agent  on  the  Book-Entry  System's
          accounting  system,  internal  accounting  control and  procedures for
          safeguarding securities deposited in the Book-Entry System;

          6.5  Use of a  Depository.  Provided  (i)  the  Bank  has  received  a
     certified copy of a resolution of the Board specifically approving deposits
     in DTC or other such Depository and (ii) for any subsequent changes to such
     arrangements  following such approval,  the Board has reviewed and approved
     the arrangement and has not delivered an Officer's  Certificate to the Bank
     indicating that the Board has withdrawn its approval:

               (a) The Bank may use a  Depository  to hold,  receive,  exchange,
          release,  lend,  deliver and otherwise deal with Portfolio  Securities
          including stock dividends,  rights and other items of like nature, and
          to receive  and remit to the Bank on behalf of the Fund all income and
          other payments  thereon and to take all steps  necessary and proper in
          connection with the collection thereof;

               (b) Registration of Portfolio  Securities may be made in the name
          of any nominee or nominees used by such Depository;

               (c) Payment for securities purchased and sold may be made through
          the clearing medium  employed by such  Depository for  transactions of
          participants  acting  through  it.  Upon  any  purchase  of  Portfolio
          Securities,  payment will be made only upon delivery of the securities
          to or for  the  account  of the  Fund  and the  Fund  shall  pay  cash
          collateral  against the return of Portfolio  Securities  loaned by the
          Fund only upon delivery of the Securities to or for the account of the
          Fund;  and upon  any sale of  Portfolio  Securities,  delivery  of the
          Securities will be made only against payment therefor or, in the event
          Portfolio  Securities are loaned,  delivery of Securities will be made
          only  against  receipt of the initial  cash  collateral  to or for the
          account of the Fund; and

               (d) The Bank shall use its best efforts to provide that:

                    (i) The Depository  obtains  replacement of any certificated
               Portfolio  Security  deposited with it in the event such Security
               is lost,  destroyed,  wrongfully taken or otherwise not available
               to be returned to the Bank upon its request;

                    (ii) Proxy  materials  received by a Depository with respect
               to  Portfolio  Securities  deposited  with  such  Depository  are
               forwarded  immediately to the Bank for prompt  transmittal to the
               Fund;

<PAGE>

                    (iii)  Such  Depository   promptly   forwards  to  the  Bank
               confirmation of any purchase or sale of Portfolio  Securities and
               of the  appropriate  book  entry made by such  Depository  to the
               Fund's account;

                    (iv) Such Depository  prepares and delivers to the Bank such
               records with respect to the performance of the Bank's obligations
               and duties  hereunder as may be necessary  for the Fund to comply
               with the recordkeeping  requirements of Section 31(a) of the 1940
               Act and Rule 31(a) thereunder; and

                    (v)  Such  Depository  delivers  to the  Bank  all  internal
               accounting  control  reports,   whether  or  not  audited  by  an
               independent public  accountant,  as well as such other reports as
               the Fund may reasonably  request in order to verify the Portfolio
               Securities held by such Depository.

          6.6 Use of Book-Entry  System for Commercial  Paper.  Provided (i) the
     Bank  has  received  a  certified   copy  of  a  resolution  of  the  Board
     specifically approving participation in a system maintained by the Bank for
     the holding of commercial paper in book-entry form ("Book-Entry Paper") and
     (ii) for each year  following  such  approval  the Board has  received  and
     approved the  arrangements,  upon receipt of Proper  Instructions  and upon
     receipt of confirmation from an Issuer (as defined below) that the Fund has
     purchased such Issuer's Book-Entry Paper, the Bank shall hold in book-entry
     form, on behalf of the Fund,  commercial  paper issued by issuers with whom
     the Bank has  entered  into a  book-entry  agreement  (the  "Issuers").  In
     maintaining procedures for Book-Entry Paper, the Bank agrees that:

               (a) The Bank will maintain all Book-Entry  Paper held by the Fund
          in an account of the Bank that  includes  only  assets  held by it for
          customers;

               (b) The records of the Bank with  respect to the Fund's  purchase
          of Book-Entry  paper through the Bank will  identify,  by  book-entry,
          commercial  paper  belonging  to the  Fund  which is  included  in the
          Book-Entry  System and shall at all times during the regular  business
          hours of the Bank be open for inspection by duly authorized  officers,
          employees or agents of the Fund;

               (c) The Bank shall pay for  Book-Entry  Paper  purchased  for the
          account of the Fund upon  contemporaneous  (i)  receipt of advice from
          the Issuer that such sale of Book-Entry  Paper has been effected,  and
          (ii) the making of an entry on the records of the Bank to reflect such
          payment and transfer for the account of the Fund;

               (d) The Bank shall cancel such Book-Entry  Paper  obligation upon
          the maturity thereof upon  contemporaneous  (i) receipt of advice that
          payment for such  Book-Entry  Paper has been  transferred to the Fund,
          and (ii) making of an entry on the records of the Bank to reflect such
          payment for the account of the Fund; and

               (e) The Bank will send to the Fund such  reports on its system of
          internal  accounting  control with respect to the Book-Entry  Paper as
          the Fund may reasonably request from time to time.

          6.7 Use of Immobilization Programs. Provided (i) the Bank has received
     a certified  copy of a resolution of the Board  specifically  approving the
     maintenance of Portfolio  Securities in an immobilization  program operated
     by a bank which meets the requirements of Section 26(a)(1) of the 1940 Act,
     and (ii) for each year  following  such approval the Board has reviewed and
     approved the arrangement and has not delivered an Officer's  Certificate to
     the Bank  indicating  that the Board has withdrawn  its approval,  the Bank
     shall  enter into such  immobilization  program  with such bank acting as a
     subcustodian hereunder.

          6.8 Eurodollar CDs. Any Portfolio  Securities which are Eurodollar CDs
     may be  physically  held  by  the  European  branch  of  the  U.S.  banking
     institution that is the issuer of such Eurodollar CD (a "European Branch"),
     provided that such Portfolio  Securities are identified on the books of the
     Bank  asbelonging  to the Fund and that the books of the Bank  identify the
     European  Branch holding such  Portfolio  Securities.  Notwithstanding  any
     other provision of this Agreement to the contrary,  except as stated in the
     first  sentence of this  subsection  6.8,  the Bank shall be under no other
     duty with respect to such Eurodollar CDs belonging to the Fund.

<PAGE>

          6.9 Options and Futures Transactions.

               (a) Puts and Calls  Traded  on  Securities  Exchanges,  NASDAQ or
          Over-the-Counter.

                    (i) The Bank shall take  action as to put  options  ("puts")
               and call options  ("calls")  purchased  or sold  (written) by the
               Fund  regarding  escrow or other  arrangements  (i) in accordance
               with the provisions of any agreement entered into upon receipt of
               Proper Instructions among the Bank, any broker-dealer  registered
               with the National  Association of Securities  Dealers,  Inc. (the
               "NASD"), and, if necessary,  the Fund, relating to the compliance
               with the rules of the  Options  Clearing  Corporation  and of any
               registered  national  securities  exchange,  or  of  any  similar
               organization or organizations.

                    (ii) Unless another agreement requires it to do so, the Bank
               shall  be under  no duty or  obligation  to see that the Fund has
               deposited or is maintaining  adequate margin,  if required,  with
               any broker in connection  with any option,  nor shall the Bank be
               under duty or obligation to present such option to the broker for
               exercise  unless it receives Proper  Instructions  from the Fund.
               The Bank shall have no responsibility for the legality of any put
               or call purchased or sold on behalf of the Fund, the propriety of
               any such  purchase or sale,  or the  adequacy  of any  collateral
               delivered to a broker in  connection  with an option or deposited
               to  or  withdrawn  from  a  Segregated  Account  (as  defined  in
               subsection 6.10 below). The Bank specifically,  but not by way of
               limitation,  shall not be under any duty or  obligation  to:  (i)
               periodically  check or notify  the Fund  that the  amount of such
               collateral  held by a broker or held in a  Segregated  Account is
               sufficient  to protect  such broker or the Fund against any loss;
               (ii) effect the return of any  collateral  delivered to a broker;
               or (iii)  advise  the Fund that any  option  it holds,  has or is
               about to expire.  Such  duties or  obligations  shall be the sole
               responsibility of the Fund.

               (b) Puts, Calls and Futures Traded on Commodities Exchanges

                    (i) The Bank shall take action as to puts, calls and futures
               contracts ("Futures") purchased or sold by the Fund in accordance
               with  the  provisions  of any  agreement  entered  into  upon the
               receipt  of Proper  Instructions  among the Fund,  the Bank 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.

                    (ii) The  responsibilities  of the Bank as to futures,  puts
               and calls traded on commodities exchanges, any Futures Commission
               Merchant  account and the Segregated  Account shall be limited as
               set forth in subparagraph  (a)(ii) of this Section 6.9 as if such
               subparagraph referred to Futures Commission Merchants rather than
               brokers,  and  Futures  and puts and  calls  thereon  instead  of
               options.

          6.10  Segregated  Account.  The Bank  shall,  upon  receipt  of Proper
     Instructions,  establish and maintain a Segregated  Account or Accounts for
     and on behalf of the Fund.

               (a) Cash and/or  Portfolio  Securities may be transferred  into a
          Segregated  Account  upon  receipt  of  Proper   Instructions  in  the
          following circumstances:

                    (i) in accordance with the provisions of any agreement among
               the  Fund,  the Bank 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 theCommodity
               Futures Trading Commission or any registered  Contract Market, or
               of  any   similar   organizations   regarding   escrow  or  other
               arrangements in connection with transactions by the Fund;

<PAGE>

                    (ii) for the purpose of  segregating  cash or  securities in
               connection  with  options  purchased  or  written  by the Fund or
               commodity futures purchased or written by the Fund;

                    (iii) for the deposit of liquid assets,  such as cash,  U.S.
               Government  securities  or other  high  grade  debt  obligations,
               having a market value  (marked to market on a daily basis) at all
               times equal to not less than the aggregate  purchase price due on
               the settlement dates of all the Fund's then  outstanding  forward
               commitment or "when-issued"  agreements  relating to the purchase
               of  Portfolio  Securities  and all the  Fund's  then  outstanding
               commitments under reverse repurchase agreements entered into with
               broker-dealer firms;

                    (iv) 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;

                    (v) for other proper  corporate  purposes,  but only, in the
               case of this clause (v),  upon  receipt of, in addition to Proper
               Instructions,  a certified copy of a resolution of the Board,  or
               of the  executive  committee of the Board signed by an officer of
               the  Fund  and   certified  by  the  Secretary  or  an  Assistant
               Secretary,   setting  forth  the  purpose  or  purposes  of  such
               Segregated  Account  and  declaring  such  purposes  to be proper
               corporate purposes.

               (b) Cash and/or  Portfolio  Securities  may be  withdrawn  from a
          Segregated  Account  pursuant to Proper  Instructions in the following
          circumstances:

                    (i) with respect to assets  deposited in accordance with the
               provisions  of any  agreements  referenced  in (a)(i) or  (a)(ii)
               above, in accordance with the provisions of such agreements;

                    (ii) with respect to assets  deposited  pursuant to (a)(iii)
               or  (a)(iv)  above,  for  sale or  delivery  to meet  the  Fund's
               obligations under outstanding  forward  commitment or when-issued
               agreements  for the  purchase of Portfolio  Securities  and under
               reverse repurchase agreements;

                    (iii)  for  exchange  for  other  liquid  assets of equal or
               greater value deposited in the Segregated Account;

                    (iv) to the  extent  that  the  Fund's  outstanding  forward
               commitment  or  when  issued   agreements  for  the  purchase  of
               portfolio securities or reverse repurchase agreements are sold to
               other parties or the Fund's  obligations  thereunder are met from
               assets of the Fund other than those in the Segregated Account;

                    (v) for delivery upon settlement of a forward  commitment or
               when-issued agreement for the sale of Portfolio Securities; or

                    (vi) with  respect to assets  deposited  pursuant  to (a)(v)
               above,  in  accordance  with the  purposes of such account as set
               forth in Proper Instructions.

          6.11  Interest  Bearing Call or Time  Deposits.  The Bank shall,  upon
     receipt of Proper  Instructions  relating  to the  purchase  by the Fund of
     interest-bearing  fixed-term and call  deposits,  transfer cash, by wire or
     otherwise,  in such amounts and to such bank or banks as shall be indicated
     in such Proper  Instructions.  The Bank shall  include in its records  with
     respect to the assets of the Fund appropriate  notation as to the amount of
     each such deposit,  the banking institution with which such deposit is made
     (the  "Deposit  Bank"),  and shall  retain  such forms of advice or receipt
     evidencing  thedeposit,  if any,  as may be  forwarded  to the  Bank by the
     Deposit Bank.  Such deposits  shall be deemed  Portfolio  Securities of the
     Fund and the  responsibility of the Bank therefore shall be the same as and
     no greater  than the Bank's  responsibility  in respect of other  Portfolio
     Securities of the Fund.

<PAGE>

          6.12 Transfer of Securities. The Bank will transfer, exchange, deliver
     or  release  Portfolio  Securities  held by it  hereunder,  insofar as such
     Securities are available for such purpose,  provided that before making any
     transfer,  exchange,  delivery  or  release  under this  Section  only upon
     receipt of Proper  Instructions.  The Proper  Instructions shall state that
     such transfer,  exchange or delivery is for a purpose  permitted  under the
     terms of this Section 6.12, and shall specify the applicable subsection, or
     describe the purpose of the transaction  with sufficient  particularity  to
     permit the Bank to ascertain the  applicable  subsection.  After receipt of
     such Proper  Instructions,  the Bank will  transfer,  exchange,  deliver or
     release Portfolio Securities only in the following circumstances:

               (a) Upon sales of  Portfolio  Securities  for the  account of the
          Fund, against  contemporaneous receipt by the Bank of payment therefor
          in full, or against  payment to the Bank in accordance  with generally
          accepted settlement  practices and customs followed by U.S. registered
          investment  companies  in the  jurisdiction  or  market  in which  the
          transaction  occurs, each such payment to be in the amount of the sale
          price shown in a broker's  confirmation  of sale  received by the Bank
          before such payment is made,  as confirmed in the Proper  Instructions
          received by the Bank before such payment is made;

               (b) In  exchange  for or upon  conversion  into other  securities
          alone or other  securities  and cash  pursuant  to any plan of merger,
          consolidation,  reorganization,  share split-up,  change in par value,
          recapitalization  or  readjustment  or  otherwise,  upon  exercise  of
          subscription,  purchase or sale or other similar rights represented by
          such Portfolio  Securities,  or for the purpose of tendering shares in
          the event of a tender offer therefor,  provided,  however, that in the
          event of an offer of  exchange,  tender  offer,  or other  exercise of
          rights   requiring  the  physical  tender  or  delivery  of  Portfolio
          Securities,  the Bank shall have no liability for failure to so tender
          in a timely manner unless such Proper Instructions are received by the
          Bank at least two business days prior to the date required for tender,
          and  unless  the Bank (or its  agent or  subcustodian  hereunder)  has
          actual possession of such Security at least two business days prior to
          the date of tender;

               (c) Upon  conversion  of Portfolio  Securities  pursuant to their
          terms into other securities;

               (d) For the purpose of  repurchasing  in-kind  shares of the Fund
          upon authorization from the Fund;

               (e) In the  case of  option  contracts  owned  by the  Fund,  for
          presentation to the endorsing broker;

               (f) When  such  Portfolio  Securities  are  called,  redeemed  or
          retired or otherwise become payable;

               (g) For the  purpose  of  effectuating  the  pledge of  Portfolio
          Securities  held by the Bank in order to  collateralize  loans made to
          the Fund by any bank, including the Bank; provided, however, that such
          Portfolio  Securities  will be released  only upon payment to the Bank
          for the account of the Fund of the moneys borrowed,  provided further,
          however,  that in cases  where  additional  collateral  is required to
          secure a borrowing  already  made,  and such fact is made to appear in
          the Proper Instructions, Portfolio Securities may be released for that
          purpose  without  any such  payment.  In the  event  that any  pledged
          Portfolio  Securities  are held by the Bank,  they will be so held for
          the  account  of the  lender,  and  after  notice to the Fund from the
          lender in accordance with the normal  procedures of the lender and any
          loan  agreement  between  the  fund  and the  lender  that an event of
          deficiency or default on the loan has  occurred,  the Bank may deliver
          such pledged Portfolio Securities to or for the account of the lender;

<PAGE>

               (h)  for  the  purpose  of  releasing  certificates  representing
          Portfolio Securities,  against  contemporaneous receipt by the Bank of
          the fair  market  value of such  security,  as set forth in the Proper
          Instructions received by the Bank before such payment is made;

               (i) for the purpose of delivering  securities lent by the Fund to
          a bank or broker dealer,  but only against  receipt in accordance with
          street  delivery  custom  except  as  otherwise  provided  herein,  of
          adequate  collateral  as agreed upon from time to time by the Fund and
          the  Bank,  and  upon  receipt  of  payment  in  connection  with  any
          repurchase  agreement  relating to such securities entered into by the
          Fund;

               (j) for other  authorized  transactions  of the Fund or for other
          proper corporate purposes;  provided that before making such transfer,
          the Bank will also  receive a  certified  copy of  resolutions  of the
          Board,  signed by an  authorized  officer of the Fund  (other than the
          officer  certifying such resolution) and certified by its Secretary or
          Assistant  Secretary,   specifying  the  Portfolio  Securities  to  be
          delivered,  setting forth the transaction in or purpose for which such
          delivery is to be made, declaring such transaction to be an authorized
          transaction  of the  Fund or such  purpose  to be a  proper  corporate
          purpose,  and naming the  person or persons to whom  delivery  of such
          securities shall be made; and

               (k) upon  termination of this Agreement as hereinafter  set forth
          pursuant to Section 8 and Section 16 of this Agreement.

     As to any  deliveries  made by the  Bank  pursuant  to this  Section  6.12,
securities  or cash  receivable in exchange  therefor  shall be delivered to the
Bank.

     7.  Repurchases.  In the case of  payment of assets of the Fund held by the
Bank in connection  with  repurchases by the Fund of outstanding  common shares,
the Bank will rely on  notification by the Fund's transfer agent of a repurchase
of shares and certificates, if issued, in proper form for repurchase before such
payment  is made.  Payment  shall be made in  accordance  with the  Articles  of
Incorporation or Declaration of Trust and By-laws of the Fund (the  "Articles"),
from assets available for said purpose.

     8.  Merger,  Dissolution,  etc.  of  Fund.  In the  case  of the  following
transactions,  not in the ordinary course of business, namely, the merger of the
Fund into or the consolidation of the Fund with another investment company,  the
sale by the  Fund  of all,  or  substantially  all,  of its  assets  to  another
investment   company,  or  the  liquidation  or  dissolution  of  the  Fund  and
distribution  of its  assets,  the Bank  will  promptly  deliver  the  Portfolio
Securities held by it under this Agreement and disburse cash only upon the order
of the Fund set forth in an Officers'  Certificate,  accompanied  by a certified
copy of a resolution of the Board authorizing any of the foregoing transactions.
Upon  completion of such delivery and  disbursement  and the payment of the fees
through the end of the then current term of this  Agreement,  and  disbursements
and expenses of the Bank,  this  Agreement  will terminate and the Bank shall be
released from any and all obligations hereunder.

     9. Actions of Bank Without Prior  Authorization.  Notwithstanding  anything
herein  to the  contrary,  unless  and  until  the Bank  receives  an  Officers'
Certificate to the contrary,  the Bank will take the following  actions  without
prior authorization or instruction of the Fund or the transfer agent:

          9.1 Endorse for collection and collect on behalf of and in the name of
     the  Fund  all  checks,   drafts,   or  other  negotiable  or  transferable
     instruments or other orders for the payment of money received by it for the
     account  of the  Fund  and hold  for the  account  of the Fund all  income,
     dividends,  interest  and  other  payments  or  distributions  of cash with
     respect to the Portfolio Securities held thereunder;

          9.2 Present for payment all coupons and other  income items held by it
     for the account of the Fund which call for payment  upon  presentation  and
     hold the cash received by it upon such payment for the account of the Fund;

<PAGE>

          9.3  Receive  and hold  for the  account  of the  Fund all  securities
     received as a distribution  on Portfolio  Securities as a result of a stock
     dividend,  share  split-up,   reorganization,   recapitalization,   merger,
     consolidation,  readjustment, distribution of rights and similar securities
     issued with respect to any Portfolio Securities held by it hereunder.

          9.4 Execute as agent on behalf of the Fund all necessary ownership and
     other certificates and affidavits  required by the Internal Revenue Code or
     the regulations of the Treasury  Department  issued  thereunder,  or by the
     laws of any state, now or hereafter in effect, inserting the Fund's name on
     such  certificates as the owner of the securities  covered thereby,  to the
     extent it may  lawfully do so and as may be  required to obtain  payment in
     respect  thereof.  The Bank will execute and deliver such  certificates  in
     connection  with Portfolio  Securities  delivered to it or by it under this
     Agreement as may be required under the  provisions of the Internal  Revenue
     Code and any Regulations of the Treasury  Department issued thereunder,  or
     under the laws of any State;

          9.5 Present for payment  all  Portfolio  Securities  which are called,
     redeemed, retired or otherwise become payable, and hold cash received by it
     upon payment for the account of the Fund; and

          9.6 Exchange interim  receipts or temporary  securities for definitive
     securities.

     10.  Collections  and  Defaults.  The Bank will use  reasonable  efforts to
collect any funds which may to its  knowledge  become  collectible  arising from
Portfolio  Securities,  including  dividends,  interest and other income, and to
transmit to the Fund notice actually  received by it of any call for redemption,
offer of exchange,  right of subscription,  reorganization  or other proceedings
affecting such  Securities.  If Portfolio  Securities  upon which such income is
payable are in default or payment is refused  after due demand or  presentation,
the Bank will notify the Fund in writing of any default or refusal to pay within
two business days from the day on which it receives knowledge of such default or
refusal.

     11. Maintenance of Records and Accounting Services.  The Bank will maintain
records with respect to transactions for which the Bank is responsible  pursuant
to the  terms and  conditions  of this  Agreement,  and in  compliance  with the
applicable  rules and  regulations of the 1940 Act. The books and records of the
Bank  pertaining to its actions under this  Agreement and reports by the Bank or
its independent  accountants  concerning its accounting  system,  procedures for
safeguarding  securities  and  internal  accounting  controls  will  be  open to
inspection  and audit at  reasonable  times by  officers of or auditors or other
agents  employed by the Fund and will be preserved by the Bank in the manner and
in accordance with the applicable rules and regulations under the 1940 Act.

     The Bank shall perform fund accounting in accordance with applicable  laws,
regulations and other  applicable  requirements  to which other U.S.  registered
investment  companies are subject and shall keep the books of account and render
statements or copies from time to time as reasonably  requested by the Treasurer
or any executive officer of the Fund.

     The  Bank  shall  assist   generally  in  the  preparation  of  reports  to
shareholders,  regulators and others, audits of accounts,  and other ministerial
matters of like nature.

     12. Fund Evaluation and Yield Calculation

          12.1 Fund  Evaluation.  The Bank shall compute and,  unless  otherwise
     directed by the Board,  determine as of the close of regular trading on the
     New York  Stock  Exchange  on the last day of each week and the last day of
     each month, on which said Exchange is open for unrestricted  trading and as
     of such other days, or hours, if any, as may be authorized by the Board and
     agreed to by the Bank,  the net asset value of a share of capital  stock of
     the Fund, such  determination  to be made in accordance with the provisions
     of the Articles and By-laws of the Fund and the Prospectus and Statement of
     Additional  Information relating to the Fund, as they may from time to time
     be amended, the Fund's  valuationprocedures,  applicable law and regulatory
     guidance,  and any applicable resolutions of the Board at the time in force
     and  applicable;  and promptly to notify the Fund, the proper  exchange and
     the NASD or such other  persons as the Fund may  request of the  results of
     such  computation  and  determination.  In  computing  the net asset  value
     hereunder, the Bank may rely in good faith upon information furnished to it
     by any  Authorized  Person in  respect  of (i) the manner of accrual of the
     liabilities  of the  Fund and in  respect  of  liabilities  of the Fund not
     appearing on its books of account kept by the Bank, (ii) reserves,  if any,
     authorized  by the Board or that no such  reserves  have  been  authorized,
     (iii) the source of the  quotations  to be used in computing  the net asset
     value and (iv) the value to be assigned to any  security for which no price
     quotations are readily available, and the Bank shall not be responsible for
     any loss  occasioned by such reliance or for any good faith reliance on any
     quotations received from a source pursuant to (iii) above.

<PAGE>

          12.2. Yield Calculation. The Bank will compute the performance results
     of the Fund (the "Yield  Calculation") in accordance with the provisions of
     Release  No.  33-6753 and  Release  No. IC- 16245  (February  2, 1988) (the
     "Releases")  promulgated  by the Securities  and Exchange  Commission,  any
     subsequent amendments thereto, and published  interpretations of or general
     conventions accepted by the staff of the Securities and Exchange Commission
     with respect to such releases or the subject  matter  thereof  ("Subsequent
     Staff Positions"), subject to the terms set forth below:

               (a) The Bank shall compute the Yield Calculation for the Fund for
          the  stated  periods of time as shall be  mutually  agreed  upon,  and
          communicate  in a timely manner the result of such  computation to the
          Fund.

               (b) In performing the Yield Calculation, the Bank will derive the
          items  of data  necessary  for the  computation  from the  records  it
          generates and maintains for the Fund pursuant  Section 11 hereof.  The
          Bank shall have no  responsibility  to review,  confirm,  or otherwise
          assume  any  duty  or  liability  with  respect  to  the  accuracy  or
          correctness  of any such data  supplied to it by the Fund,  any of the
          Fund's  designated  agents or any of the Fund's designated third party
          providers.

               (c) At the request of the Bank, the Fund shall  provide,  and the
          Bank shall be entitled to rely on, written standards and guidelines to
          be followed by the Bank in  interpreting  and applying the computation
          methods set forth in the Releases or any Subsequent Staff Positions as
          they specifically apply to the Fund. In the event that the computation
          methods in the  Releases  or the  Subsequent  Staff  Positions  or the
          application  to the Fund of a standard or  guideline  is not free from
          doubt or in the event there is any  question of  interpretation  as to
          the  characterization  of a  particular  security  or any  aspect of a
          security or a payment  with  respect  thereto  (e.g.,  original  issue
          discount,  participating  debt security,  income or return of capital,
          etc.) or otherwise or as to any other element of the computation which
          is pertinent to the Fund, the Fund or its designated  agent shall have
          the  full  responsibility  for  making  the  determination  of how the
          security or payment is to be treated for  purposes of the  computation
          and how the  computation  is to be made  and  shall  inform  the  Bank
          thereof on a timely basis.  The Bank shall have no  responsibility  to
          make  independent  determinations  with  respect  to any item which is
          covered  by  this  Section,  and  shall  not be  responsible  for  its
          computations  made in accordance with such  determinations  so long as
          such computations are mathematically correct.

               (d) The  Fund  shall  keep  the  Bank  informed  of all  publicly
          available  information  and of any  non-public  advice or  information
          obtained by the Fund from its independent auditors or by its personnel
          or the personnel of its  investment  adviser(s),  or Subsequent  Staff
          Positions  related to the  computations  to be  undertaken by the Bank
          pursuant  to this  Agreement  and the Bank shall not be deemed to have
          knowledge of such  information  (except as contained in the  Releases)
          unless it has been furnished to the Bank in writing.

     13. Additional Services. The Bank shall perform the additional services for
the Fund as are set forth on Appendix B hereto.  Appendix B may be amended  from
time to time  upon  agreement  of the  parties  to  include  further  additional
services  to be  provided  by the Bank to the Fund,  at which  time the fees set
forth in Appendix A shall be appropriately increased.

<PAGE>

     14. Duties of the Bank.

          14.1  Performance  of Duties and Standard of Care. In  performing  its
     duties  hereunder  and any other duties listed on any Schedule  hereto,  if
     any,  the Bank  will be  entitled  to  receive  and act upon the  advice of
     independent  counsel of its own  selection,  which may be  counsel  for the
     Fund,  and will be without  liability for any action taken or thing done or
     omitted  to be done in  accordance  with this  Agreement  in good  faith in
     conformity with such advice.

          The Bank will be under no duty or  obligation to inquire into and will
     not be liable for:

               (a)  the  validity  of  the  issue  of any  Portfolio  Securities
          purchased by or for the Fund, the legality of the purchases thereof or
          the propriety of the price incurred therefor;

               (b) the legality of any sale of any  Portfolio  Securities  by or
          for the Fund or the  propriety  of the  amount  for which the same are
          sold;

               (c) the legality of an issue or sale of any common  shares of the
          Fund or the sufficiency of the amount to be received therefor;

               (d) the legality of the  repurchase  of any common  shares of the
          Fund or the propriety of the amount to be paid therefor;

               (e) the legality of the  declaration  of any dividend by the Fund
          or the legality of the  distribution  of any  Portfolio  Securities as
          payment in kind of such dividend; and

               (f) any property or moneys of the Fund unless and until  received
          by it,  and  any  such  property  or  moneys  delivered  or paid by it
          pursuant to the terms hereof.

          Moreover,  the  Bank  will  not be under  any  duty or  obligation  to
     ascertain whether any Portfolio Securities at any time delivered to or held
     by it for the  account of the Fund are such as may  properly be held by the
     Fund under the  provisions of its Articles,  By-laws,  any federal or state
     statutes or any rule or regulation of any governmental agency.

          14.2  Agents and  Subcustodians  with  Respect to Property of the Fund
     Held in the United States.  The Bank may employ agents of its own selection
     in the performance of its duties hereunder and shall be responsible for the
     acts and  omissions of such agents as if  performed by the Bank  hereunder.
     Without limiting the foregoing, certain duties of the Bank hereunder may be
     performed by one or more affiliates of the Bank.

          Upon receipt of Proper Instructions, the Bank may employ subcustodians
     selected  by or at the  direction  of the  Fund,  provided  that  any  such
     subcustodian meets at least the minimum qualifications  required by Section
     17(f)(1)  of the 1940 Act to act as a custodian  of the Fund's  assets with
     respect to property of the Fund held in the United  States.  The Bank shall
     have no  liability  to the Fund or any other person by reason of any act or
     omission of any such subcustodian and the Fund shall indemnify the Bank and
     hold it harmless  from and against any and all  actions,  suits and claims,
     arising directly or indirectly out of the performance of any  subcustodian.
     Upon request of the Bank,  the Fund shall assume the entire  defense of any
     action, suit, or claim subject to the foregoing  indemnity.  The Fund shall
     pay all fees and expenses of any subcustodian.

<PAGE>

          14.3  Duties of the Bank with  Respect  to  Property  of the Fund Held
     Outside of the United States.

               (a)  Appointment  of  Foreign  Custody  Manager.  If the Fund has
          appointed  any person or entity  other than the Bank  Foreign  Custody
          Manager  (as that term is defined  in Rule 17f-5  under the 1940 Act),
          the Bank shall act only upon  Proper  Instructions  from the Fund with
          regard to any of the Fund's Portfolio  Securities or other assets held
          or to be held  outside  of the  United  States,  and the Bank shall be
          without liability for any Claim (as that term is defined in Section 15
          hereof) arising out of maintenance of the Fund's Portfolio  Securities
          or other  assets  outside of the United  States.  The Fund also agrees
          that it shall enter into a written agreement with such Foreign Custody
          Manager that shall obligate such Foreign Custody Manager to provide to
          the Bank in a timely  manner all  information  required by the Bank in
          order to complete  its  obligations  hereunder.  The Bank shall not be
          liable  for any  Claim  arising  out of the  failure  of such  Foreign
          Custody Manager to provide such information to the Bank.

               (b)  Segregation  of  Securities.  The Bank shall identify on its
          books as belonging to the Fund the Foreign  Portfolio  Securities held
          by each foreign  sub-custodian  (each an "Eligible Foreign Custodian,"
          as that term is defined in Rule 17f-5 under the 1940 Act)  selected by
          the  Foreign  Custody  Manager,  subject to receipt by the Bank of the
          necessary  information  from such  Eligible  Foreign  Custodian if the
          Foreign Custody Manager is not the Bank.

               (c)  Transactions in Foreign Custody Account.  Transactions  with
          respect  to the  assets  of  the  Fund  held  by an  Eligible  Foreign
          Custodian shall be effected  pursuant to Proper  Instructions from the
          Fund to the  Bank  and  shall  be  effected  in  accordance  with  the
          applicable  agreement  between  the Foreign  Custody  Manager and such
          Eligible  Foreign  Custodian.  If at any  time any  Foreign  Portfolio
          Securities  shall  be  registered  in the name of the  nominee  of the
          Eligible Foreign  Custodian,  the Fund agrees to hold any such nominee
          harmless  from any  liability  by reason of the  registration  of such
          securities in the name of such nominee.

               Notwithstanding  any provision of this Agreement to the contrary,
          settlement and payment for Foreign Portfolio  Securities  received for
          the account of the Fund and delivery of Foreign  Portfolio  Securities
          maintained  for the account of the Fund may be effected in  accordance
          with  the  customary  established  securities  trading  or  securities
          processing  practices  and  procedures  utilized  by  U.S.  registered
          investment  companies  in the  jurisdiction  or  market  in which  the
          transaction  occurs,   including,   without   limitation,   delivering
          securities  to the  purchaser  thereof or to a dealer  therefor (or an
          agent  for such  purchaser  or  dealer)  against  a  receipt  with the
          expectation of receiving  later payment for such  securities from such
          purchaser or dealer.

               In  connection  with any action to be taken  with  respect to the
          Foreign  Portfolio  Securities  held  hereunder,   including,  without
          limitation,  the exercise of any voting rights,  subscription  rights,
          redemption  rights,  exchange  rights,  conversion  rights  or  tender
          rights,  or any other  action  in  connection  with any  other  right,
          interest or privilege with respect to such  Securities  (collectively,
          the  "Rights"),  the Bank  shall  promptly  transmit  to the Fund such
          information  in connection  therewith as is made available to the Bank
          by the Eligible Foreign  Custodian,  and shall promptly forward to the
          applicable  Eligible  Foreign  Custodian  any  instructions,  forms or
          certifications  with  respect  to such  Rights,  and any  instructions
          relating to the actions to be taken in  connection  therewith,  as the
          Bank shall  receive  from the Fund  pursuant  to Proper  Instructions.
          Notwithstanding the foregoing,  the Bank shall have no further duty or
          obligation with respect to such Rights, including, without limitation,
          the  determination  of whether the Fund is entitled to  participate in
          such  Rights  under   applicable   U.S.  and  foreign   laws,  or  the
          determination  of whether any action proposed to be taken with respect
          to such  Rights  by the  Fund or by the  applicable  Eligible  Foreign
          Custodian will comply with all applicable  terms and conditions of any
          such Rights or any applicable laws or regulations, or market practices
          within the market in which such action is to be taken or omitted.

<PAGE>

               (d) Tax Law. The Bank shall have no  responsibility  or liability
          for any obligations  now or hereafter  imposed on the Fund or the Bank
          as custodian of the Fund by the tax laws of any  jurisdiction,  and it
          shall  be the  responsibility  of the Fund to  notify  the Bank of the
          obligations  imposed on the Fund or the Bank as the  custodian  of the
          Fund  by  the  tax  law  of  any  non-U.S.   jurisdiction,   including
          responsibility  for withholding and other taxes,  assessments or other
          governmental charges,  certifications and governmental reporting.  The
          sole  responsibility  of the Eligible Foreign Custodian with regard to
          such tax law shall be to use  reasonable  efforts  to assist  the Fund
          with respect to any claim for exemption or refund under the tax law of
          jurisdictions for which the Fund has provided such information.

          14.4  Insurance.  The Bank shall use the same care with respect to the
     safekeeping  of Portfolio  Securities and cash of the Fund held by it as it
     uses in respect of its own similar  property  but it need not  maintain any
     special insurance for the benefit of the Fund.

          14.5.  Fees and  Expenses of the Bank.  The Fund will pay or reimburse
     the Bank from time to time for any transfer  taxes payable upon transfer of
     Portfolio   Securities  made  hereunder,   and  for  all  necessary  proper
     disbursements,  expenses  and  charges  made or incurred by the Bank in the
     performance of this Agreement  (including any duties listed on any Schedule
     hereto,  if any)  including any  indemnities  for any loss,  liabilities or
     expense to the Bank as provided  above.  For the  services  rendered by the
     Bank hereunder,  the Fund will pay to the Bank such compensation or fees at
     such  rate and at such  times as shall be  agreed  upon in  writing  by the
     parties from time to time. The Bank will also be entitled to  reimbursement
     by the  Fund for all  reasonable  expenses  incurred  in  conjunction  with
     termination of this Agreement.

          14.6  Advances  by the  Bank.  The Bank may,  in its sole  discretion,
     advance  funds on behalf of the Fund to make any payment  permitted by this
     Agreement  upon  receipt  of any  proper  authorization  required  by  this
     Agreement for such payments by the Fund. Should such a payment or payments,
     with advanced funds,  result in an overdraft (due to insufficiencies of the
     Fund's account with the Bank, or for any other reason) this Agreement deems
     any such  overdraft or related  indebtedness a loan made by the Bank to the
     Fund payable on demand.  Such overdraft  shall bear interest at the current
     rate charged by the Bank for such loans  unless the Fund shall  provide the
     Bank with agreed upon compensating  balances. The Fund agrees that the Bank
     shall have a  continuing  lien and  security  interest to the extent of any
     overdraft or indebtedness  and to the extent required by law, in and to any
     property at any time held by it for the Fund's benefit or in which the Fund
     has an interest and which is then in the Bank's  possession  or control (or
     in the  possession  or  control  of any third  party  acting on the  Bank's
     behalf).  The Fund authorizes the Bank, in the Bank's sole  discretion,  at
     any time to charge any  overdraft or  indebtedness,  together with interest
     due thereon,  against any balance of account  standing to the credit of the
     Fund on the Bank's books.

     15. Limitation of Liability.

          15.1 Notwithstanding anything in this Agreement to the contrary, in no
     event shall the Bank or any of its officers, directors, employees or agents
     (collectively,  the  "Indemnified  Parties")  be  liable to the Fund or any
     third  party,  and the  Fund  shall  indemnify  and  hold  the Bank and the
     Indemnified  Parties  harmless  from and against any and all loss,  damage,
     liability,  actions,  suits,  claims,  costs and expenses,  including legal
     fees, (a "Claim") arising as a result of any act or omission of the Bank or
     any  Indemnified  Party under this  Agreement,  except for any Claim to the
     extent resulting from the negligence,  willful  misfeasance or bad faith of
     the Bank, or any Indemnified Party. Without limiting the foregoing, neither
     the Bank nor the Indemnified  Parties shall be liable for, and the Bank and
     the Indemnified Parties shall be indemnified  against, any Claim arising as
     a result of:

               (a) Any act or omission by the Bank or any  Indemnified  Party in
          good faith reasonable  reliance upon the terms of this Agreement,  any
          Officer's Certificate,  Proper Instructions,  resolution of the Board,
          telegram, telecopier, notice, request, certificate or other instrument
          reasonably believed by the Bank to genuine;

<PAGE>

               (b) Any act or omission of any subcustodian selected by or at the
          direction of the Fund;

               (c) Any act or omission of any Foreign Custody Manager other than
          the Bank or any act or omission of any Eligible  Foreign  Custodian if
          the Bank is not the Foreign Custody Manager;

               (d) Any Corporate Action,  distribution or other event related to
          Portfolio  Securities  which,  at the direction of the Fund,  have not
          been registered in the name of the Bank or its nominee;

               (e) Any Corporate  Action requiring a Response for which the Bank
          has not received Proper  Instructions or obtained actual possession of
          all necessary Securities,  consents or other materials by 5:00 p.m. on
          the date specified as the Response Deadline;

               (f) Any act or omission of any European Branch of a U.S.  banking
          institution  that is the issuer of Eurodollar  CDs in connection  with
          any Eurodollar CDs held by such European Branch;

               (g)  Information  reasonably  relied on in good faith by the Bank
          and  supplied  by  any  Authorized   Person  in  connection  with  the
          calculation  of (i) the net asset value of the shares of capital stock
          of the Fund or (ii) the Performance Calculation; or

               (h) Any  acts  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.

          15.2 Notwithstanding anything to the contrary in this Agreement, in no
     event  shall the Bank or the  Indemnified  Parties be liable to the Fund or
     any  third  party  for  lost  profits  or  lost  revenues  or any  special,
     consequential,  punitive or  incidental  damages of any kind  whatsoever in
     connection with this Agreement or any activities hereunder.

          15.3  The   indemnification   contained   herein  shall   survive  the
     termination of this Agreement.

     16. Termination.

          16.1 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.

          16.2 A Default under this  Agreement  shall  constitute a simultaneous
     default under the Administration  Agreement and Delegation Agreement giving
     rise to all appropriate remedies  thereunder,  including early termination.
     Similarly,    a   default   under   the    Administration    Agreement   or
     DelegationAgreement  shall  constitute  a  simultaneous  Default  hereunder
     giving rise to all remedies set forth herein, including early termination.

<PAGE>

          16.3 In the event of the termination of this Agreement,  the Bank will
     immediately  upon receipt or transmittal,  as the case may be, of notice of
     termination,  commence and prosecute  diligently to completion the transfer
     of all cash and the delivery of all Portfolio  Securities duly endorsed and
     all records  maintained  under Section 11 to the successor  custodian  when
     appointed by the Fund.  The  obligation of the Bank to deliver and transfer
     over the assets of the Fund held by it directly to such successor custodian
     will  commence as soon as such  successor  is appointed  and will  continue
     until  completed  as  aforesaid.  If the Fund does not  select a  successor
     custodian  within  fifty (50) days from the date of  delivery  of notice of
     termination  the Bank may,  subject to the  provisions of subsection  16.3,
     deliver the Portfolio Securities and cash of the Fund held by the Bank to a
     bank  or  trust  company  of the  Bank's  own  selection  which  meets  the
     requirements  of  Section  17(f)(1)  of the  1940  Act and  has a  reported
     capital,   surplus  and  undivided   profits   aggregating  not  less  than
     $2,000,000,  to be held as the property of the Fund under terms  similar to
     those on which  they were held by the  Bank,  whereupon  such bank or trust
     company so selected by the Bank will become the successor custodian of such
     assets of the Fund with the same  effect as though  selected  by the Board.
     Thereafter,  the Bank shall be released from any and all obligations  under
     this Agreement.

          16.4  Prior to the  expiration  of fifty  (50)  days  after  notice of
     termination has been given,  the Fund may furnish the Bank with an order of
     the Fund  advising that a successor  custodian  cannot be found willing and
     able to act upon  reasonable  and customary  terms.  In that event the Bank
     will  deliver  the  Portfolio  Securities  and cash of the Fund held by it,
     subject as aforesaid,  upon receipt by the Bank of a copy of the minutes of
     the meeting of the Board at which action was taken, certified by the Fund's
     Secretary  and an  opinion  of  counsel  to the  Fund in form  and  content
     satisfactory to the Bank.  Thereafter,  the Bank shall be released from any
     and all obligations under this Agreement.

               16.4  The  Fund  shall  reimburse  the  Bank  for any  reasonable
          expenses  incurred by the Bank in connection  with the  termination of
          this Agreement.

               16.5 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 custodian.

     17.  Confidentiality.   Both  parties  hereto  agree  that  any  non-public
information obtained hereunder concerning the other party or the shareholders of
the Fund is  confidential  and may not be  disclosed  without the consent of the
other party,  except as may be required by applicable law or at the request of a
governmental  agency.  The parties further agree that a breach of this provision
would irreparably damage the other party and accordingly agree that each of them
is  entitled,  in  addition  to all  other  remedies  at law or in  equity to an
injunction or injunctions  without bond or other security to prevent breaches of
this provision.

     18.  Notices.  Any  notice or other  instrument  in writing  authorized  or
required  by  this  Agreement  to be  given  to  either  party  hereto  will  be
sufficiently  given if  addressed  to such  party and  delivered  via (i) United
States Postal Service registered mail, (ii) facsimile with written confirmation,
(iii) hand  delivery  with  signature to such party at its office at the address
set forth below, namely:

          (a) In the  case of  notices  sent to the Fund  to:

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

<PAGE>

          (b) In the case of notices sent to the Bank to:

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

          or at such other  place as such party may from time to time  designate
          in writing.

     19. Amendments.  This Agreement may not be altered or amended, except by an
instrument in writing, executed by both parties.

     20.  Parties.  This  Agreement  will be binding upon and shall inure to the
benefit of the  parties  hereto and their  respective  successors  and  assigns;
provided,  however,  that  this  Agreement  will not be  assignable  by the Fund
without  the  written  consent of the Bank or by the Bank  without  the  written
consent of the Fund,  authorized and approved by its Board; and provided further
that termination proceedings pursuant to Section 16 hereof will not be deemed to
be an assignment within the meaning of this provision.

     21.  Governing  Law. This Agreement and all  performance  hereunder will be
governed by the laws of the  Commonwealth  of  Massachusetts,  without regard to
conflict of laws provisions.

     22.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of  which  shall  be  deemed  to be an  original,  but  such
counterparts shall, together, constitute only one instrument.

     23.  Entire  Agreement.  This  Agreement,  together  with  its  Appendices,
constitutes the sole and entire  agreement  between the parties  relating to the
subject  matter herein and does not operate as an acceptance of any  conflicting
terms or provisions of any other  instrument  and  terminates and supersedes any
and all prior  agreements and  undertakings  between the parties relating to the
subject matter herein.

     24. Limitation of Liability.  The Bank agrees that the obligations  assumed
by the Fund  hereunder  shall be  limited in all cases to the assets of the Fund
and that the Bank shall not seek  satisfaction  of any such  obligation from the
officers, agents, employees, trustees, or shareholders of the Fund.

     25. Non-exclusive Services. The Fund understands that the Bank now acts and
will continue to act as custodian 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.

     26.  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  Agreement to be
executed by their  respective  officers  thereunto duly authorized as of the day
and year first written above.


                                Boulder Growth & Income Fund, Inc.


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



                                INVESTORS BANK & TRUST COMPANY

                                By: /s/ Robert D. Mancuso
                                Name:   Robert D. Mancuso
                                Title:  Senior Vice President


<PAGE>


                                   Appendices


          Appendix . . . . . . . .. . . . .. . . . . . .. . . . . . Fee Schedule
          Appendix B . . . . . . . . . . . . . . . . . . . . Additional Services

</TEXT>
</DOCUMENT>
