<DOCUMENT>
<TYPE>EX-99.2K
<SEQUENCE>15
<FILENAME>bifdelegationagreemtwibt.txt
<DESCRIPTION>EXHIBIT (2)(K)(VII) DELEGATION AGREEMENT
<TEXT>
EXHIBIT 99.(2)(k)(vii)
DELEGATION AGREEMENT

                              DELEGATION AGREEMENT

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

     WHEREAS,  pursuant to the  provisions  of Rule 17f-5  under the  Investment
Company Act of 1940,  as amended (the "1940 Act"),  and subject to the terms and
conditions  set forth  herein,  the Board of  Directors  of the Fund  desires to
delegate to the Delegate certain responsibilities  concerning Foreign Assets (as
defined  below),  and the Delegate hereby agrees to retain such  delegation,  as
described herein; and

     WHEREAS,  pursuant to the  provisions of Rule 17f-7 under the 1940 Act, and
subject to the terms and conditions set forth herein,  the Board of Directors of
the Fund desires to retain the Delegate to provide certain  services  concerning
Foreign  Assets,  and the Delegate  hereby agrees to provide such  services,  as
described herein;

     NOW  THEREFORE,  in  consideration  of  the  premises  and  of  the  mutual
agreements contained herein, the parties hereto agree as follows:

1. Definitions

     Capitalized terms in this Agreement have the following meanings:

     a.   Authorized Representative

          Authorized  Representative  means  any  one of  the  persons  who  are
     empowered,  on behalf of the parties to this Agreement,  to receive notices
     from the other party and to send notices to the other party.

     b.   Board

          Board means the Board of Directors (or the body authorized to exercise
     authority  similar to that of the board of directors of a  corporation)  of
     Fund.

     c.   Country Risk

          Country Risk means all factors reasonably related to the systemic risk
     of  holding  Foreign  Assets in a  particular  country  including,  but not
     limited  to,  such  country's  financial   infrastructure   (including  any
     Securities Depositories operating in such country);  prevailing custody and
     settlement  practices;  and laws applicable to the safekeeping and recovery
     of Foreign Assets held in custody.

     d.   Eligible Foreign Custodian

          Eligible  Foreign   Custodian  has  the  meaning  set  forth  in  Rule
     17f-5(a)(1) and it is understood that such term includes  foreign  branches
     of U.S. Banks (as the term "U.S. Bank" is defined in Rule 17f-5(a)(7)).

<PAGE>

     e.   Foreign Assets

          Foreign Assets has the meaning set forth in Rule 17f-5(a)(2)

     f.   Foreign Custody Manager

          Foreign Custody Manager has the meaning set forth in Rule 17f-5(a)(3).

     g.   Securities Depository

          Securities Depository has the meaning set forth in Rule 17f-4(a).

     h.   Monitor

          Monitor means to re-assess or re-evaluate,  at reasonable intervals, a
     decision, determination or analysis previously made.

2. Representations

     a.   Delegate's Representations

          Delegate  represents  that it is a trust company  chartered  under the
     laws of the Commonwealth of Massachusetts. Delegate further represents that
     the persons  executing this Agreement and any amendment or appendix  hereto
     on its behalf are duly  authorized  to so bind the Delegate with respect to
     the subject matter of this Agreement.

     b.   Fund's Representations

          Fund represents that the Board has determined that it is reasonable to
     rely  on  Delegate  to  perform  the  responsibilities  described  in  this
     Agreement.   Fund  further  represents  that  the  persons  executing  this
     Agreement  and any  amendment  or  appendix  hereto on its  behalf are duly
     authorized  to so bind the Fund with respect to the subject  matter of this
     Agreement.

3. Jurisdictions and Depositories Covered

     a.   Initial Jurisdictions and Depositories

          The  authority  delegated by this  Agreement in  connection  with Rule
     17f-5 applies only with respect to Foreign Assets held in the jurisdictions
     listed in Appendix A1. Delegate's  responsibilities under this Agreement in
     connection  with Rule  17f-7  apply  only with  respect  to the  Securities
     Depositories  listed in Appendix A2. Upon the creation of a new  Securities
     Depository in any of the jurisdictions listed in Appendix A1 at the time of
     such creation,  such Securities  Depository will automatically be deemed to
     be  listed  in  Appendix  A2 and  will  be  covered  by the  terms  of this
     Agreement.

<PAGE>

     b.   Added Jurisdictions and Depositories

          Jurisdictions  and  related  Securities  Depositories  may be added to
     Appendix A1 and Appendix A2, respectively, by written agreement in the form
     of Appendix B. Delegate's  responsibility and authority with respect to any
     jurisdiction or Securities Depository, respectively, so added will commence
     at the later of (i) the time that Delegate's Authorized  Representative and
     Board's Authorized  Representative  have both executed a copy of Appendix B
     listing such jurisdiction  and/or Securities  Depository,  or (ii) the time
     that  Delegate's  Authorized  Representative  receives a copy of such fully
     executed Appendix B.

     c.   Withdrawn Jurisdictions

          Board may withdraw its (i)  delegation to Delegate with respect to any
     jurisdiction  or (ii)  retention of Delegate with respect to any Securities
     Depository,  upon written notice to Delegate. Delegate may withdraw its (i)
     acceptance of delegation with respect to any jurisdiction or (ii) retention
     with respect to any  Securities  Depository,  upon written notice to Board.
     Ten days (or such  longer  period  as to which  the  parties  agree in such
     event) after receipt of any such notice by the Authorized Representative of
     the party  other  than the party  giving  notice,  Delegate  shall  have no
     further  responsibility  or authority  under this Agreement with respect to
     the  jurisdiction(s)  or Securities  Depository  as to which  delegation is
     withdrawn.

4. Delegation of Authority to Act as Foreign Custody Manager

     a.   Selection of Eligible Foreign Custodians

          Subject to the  provisions of this Agreement and the  requirements  of
     Rule 17f-5 (and any other  applicable  law),  Delegate  is  authorized  and
     directed to place and maintain  Foreign  Assets in the care of any Eligible
     Foreign  Custodian(s)  selected by Delegate in each  jurisdiction  to which
     this  Agreement  applies,   except  that  Delegate  does  not  accept  such
     authorization and direction with regard to Securities Depositories.

     b.   Contracts With Eligible Foreign Custodians

          Subject to the  provisions of this Agreement and the  requirements  of
     Rule 17f-5 (and any other applicable law),  Delegate is authorized to enter
     into, on behalf of Fund, such written  contracts  governing  Fund's foreign
     custody  arrangements  with such  Eligible  Foreign  Custodians as Delegate
     deems appropriate.

5. Monitoring of Eligible Foreign Custodians and Contracts

          In each case in which  Delegate has exercised the authority  delegated
     under this  Agreement  to place  Foreign  Assets with an  Eligible  Foreign
     Custodian,  Delegate  is  authorized  to,  and  shall,  on  behalf of Fund,
     establish a system to Monitor the  appropriateness  of maintaining  Foreign
     Assets with such Eligible Foreign Custodian. In each case in which Delegate
     has exercised the authority  delegated under this Agreement to enter into a
     written contract governing Fund's foreign custody arrangements, Delegate is
     authorized to, and shall, on behalf of Fund,  establish a system to Monitor
     the appropriateness of such contract.

<PAGE>

6. Securities Depositories

     a. In accordance with the requirements of Rule 17f-7,  Delegate shall, upon
execution  of this  Agreement,  provide  the Fund or its  investment  adviser or
administrator  with an analysis of the custody risks associated with maintaining
assets with each Securities Depository listed on Appendix A2 hereto.

     b. In  accordance  with the  requirements  of Rule  17f-7,  Delegate  shall
Monitor  the  custody  risks  associated  with  maintaining   assets  with  each
Securities  Depository  listed on Appendix A2 hereto on a continuing  basis, and
shall promptly notify the Fund or its investment  adviser of any material change
in such risks.

7. Guidelines and Procedures for the Exercise of Delegated Authority

     a.   Board's Conclusive Determination Regarding Country Risk

          In exercising its delegated  authority under this Agreement,  Delegate
     may assume,  for all purposes,  that Board (or Fund's  investment  adviser,
     pursuant to authority  delegated by Board) has considered,  and pursuant to
     its fiduciary duties to Fund and Fund's shareholders, determined to accept,
     such Country Risk as is incurred by placing and maintaining  Foreign Assets
     in the  jurisdictions  to which this Agreement  applies.  In exercising its
     delegated  authority  under this  Agreement,  Delegate may also assume that
     Board (or Fund's  investment  adviser,  pursuant to authority  delegated by
     Board) has, and will  continue to,  Monitor such Country Risk to the extent
     Board deems necessary or appropriate.

          Except as  specifically  described  herein,  nothing in this Agreement
     shall require Delegate to make any selection or to engage in any Monitoring
     on behalf of Fund that would entail consideration of Country Risk.

     b.   Selection of Eligible Foreign Custodians

          In exercising  the authority  delegated  under this Agreement to place
     Foreign Assets with an Eligible Foreign Custodian, Delegate shall determine
     that  Foreign  Assets  will be subject  to  reasonable  care,  based on the
     standards  applicable  to  custodians  in the  market in which the  Foreign
     Assets  will  be  held,  after  considering  all  factors  relevant  to the
     safekeeping of such Foreign Assets, including, without limitation:

               i.   The Eligible Foreign Custodian's practices,  procedures, and
                    internal  controls,  including,  but  not  limited  to,  the
                    physical protections  available for certificated  securities
                    (if applicable),  the method of keeping  custodial  records,
                    and the security and data protection practices;

               ii.  Whether the Eligible  Foreign  Custodian  has the  financial
                    strength to provide reasonable care for Foreign Assets;

               iii. The Eligible  Foreign  Custodian's  general  reputation  and
                    standing;

               iv.  Whether  Fund  will  have  jurisdiction  over and be able to
                    enforce  judgments  against the Eligible Foreign  Custodian,
                    such as by virtue of the  existence  of any  offices  of the
                    Eligible Foreign Custodian in the

<PAGE>

                    United States or the Eligible Foreign Custodian's consent to
                    service of process in the United States; and

               v.   In the  case  of an  Eligible  Foreign  Custodian  that is a
                    banking institution or trust company, any additional factors
                    and criteria set forth in Appendix C to this Agreement.

     c.   Evaluation of Written Contracts

          In exercising  the authority  delegated  under this Agreement to enter
     into written contracts  governing Fund's foreign custody  arrangements with
     an Eligible Foreign Custodian, Delegate shall determine that such contracts
     provide   reasonable  care  for  Foreign  Assets  based  on  the  standards
     applicable to Eligible Foreign Custodians in the relevant market. In making
     this determination,  Delegate shall ensure that the terms of such contracts
     comply with the provisions of Rule 17f-5(c)(2).

     d.   Monitoring of Eligible Foreign Custodians

          In  exercising  the  authority   delegated  under  this  Agreement  to
     establish a system to Monitor the  appropriateness  of maintaining  Foreign
     Assets with an  Eligible  Foreign  Custodian  or the  appropriateness  of a
     written contract  governing Fund's foreign custody  arrangements,  Delegate
     shall  consider  any factors and  criteria  set forth in Appendix D to this
     Agreement.  If, as a result of its Monitoring of Eligible Foreign Custodian
     relationships  hereunder or otherwise,  the Delegate determines in its sole
     discretion  that  it is in the  best  interest  of the  safekeeping  of the
     Foreign Assets to move such Foreign Assets to a different  Eligible Foreign
     Custodian,  the Fund shall bear any expense  related to such  relocation of
     Foreign Assets.

8. Standard of Care

     a. In exercising the authority  delegated  under this Agreement with regard
to its duties under Rule 17f-5,  Delegate  agrees to exercise  reasonable  care,
prudence  and  diligence  such  as  a  person  having   responsibility  for  the
safekeeping of Foreign Assets of an investment company registered under the 1940
Act would exercise.

     b. In carrying out its responsibilities under this Agreement with regard to
Rule  17f-  7,  Delegate  agrees  to  exercise  reasonable  care,  prudence  and
diligence.

9. Reporting Requirements

     Delegate agrees to provide written reports notifying Board of the placement
of Foreign  Assets  with a  particular  Eligible  Foreign  Custodian  and of any
material change in Fund's  arrangements  with such Eligible Foreign  Custodians.
Such reports shall be provided to Board quarterly for  consideration at the next
regularly  scheduled  meeting  of the Board or earlier  if deemed  necessary  or
advisable by the Delegate in its sole discretion.

<PAGE>

10. Provision of Information Regarding Country Risk

     With respect to the  jurisdictions  listed in Appendix A1, or added thereto
pursuant  to Article  3,  Delegate  agrees to  provide  the Board and the Fund's
investment  adviser  or  administrator  with  access to Eyes to the  WorldTM,  a
service available  through the Delegate's Web Site at www.ibtco.com,  containing
information relating to Country Risk, if available,  as is specified in Appendix
E to this Agreement.  Such information relating to Country Risk shall be updated
from time to time as the Delegate deems necessary.

11. Limitation of Liability.

     a. Notwithstanding  anything in this Agreement to the contrary, in no event
shall  the  Delegate  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 Delegate 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 Delegate or any  Indemnified  Party under
this  Agreement,  except for any Claim  resulting  solely  from the  negligence,
willful  misfeasance  or bad faith of the  Delegate  or any  Indemnified  Party.
Without limiting the foregoing, neither the Delegate nor the Indemnified Parties
shall be liable for,  and the  Delegate  and the  Indemnified  Parties  shall be
indemnified against, any Claim arising as a result of:

               i.   Any act or omission by the Delegate or any Indemnified Party
                    in  reasonable  good faith  reliance  upon the terms of this
                    Agreement, any resolution of the Board, telegram,  telecopy,
                    notice, request,  certificate or other instrument reasonably
                    believed by the Delegate to be genuine;

               ii.  Any  information  which the  Delegate  provides  or does not
                    provide under Section 10 hereof;

               iii. Any acts of God, earthquakes, fires, floods, storms or other
                    disturbances   of   nature,   epidemics,   strikes,   riots,
                    nationalization,  expropriation, currency restrictions, acts
                    of  war,  civil  war  or  terrorism,  insurrection,  nuclear
                    fusion,  fission or  radiation,  the  interruption,  loss or
                    malfunction  of  utilities,   transportation   or  computers
                    (hardware  or  software)   and  computer   facilities,   the
                    unavailability   of  energy   sources   and  other   similar
                    happenings or events.

     b. Notwithstanding  anything to the contrary in this Agreement, in no event
shall the Delegate 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.

12. Effectiveness and Termination of Agreement

     This Agreement  shall be effective as of the later of the date of execution
on behalf of Board or Delegate and shall remain in effect  until  terminated  as
provided herein.  This Agreement may be terminated at any time, without penalty,
by written  notice  from the  terminating  party to the  non-terminating  party.
Termination will become  effective 30 days after receipt by the  non-terminating
party of such notice.

<PAGE>

13. Authorized Representatives and Notices

     The  respective  Authorized  Representatives  of Fund  and  Board,  and the
addresses to which notices and other  documents  under this  Agreement are to be
sent to each, are as set forth in Appendix F. Any Authorized Representative of a
party  may  add  or  delete   persons  from  that  party's  list  of  Authorized
Representatives  by written notice to an Authorized  Representative of the other
party.

14. Governing Law

     This  Agreement  shall be  constructed  in accordance  with the laws of the
Commonwealth of Massachusetts without regard to principles of choice of law.

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


INVESTORS BANK & TRUST COMPANY

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


Boulder Growth & Income Fund, Inc.

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

<PAGE>

List of Appendices

     A1 -- Jurisdictions Covered

     A2 - Securities Depositories Covered

     B -- Additional Jurisdictions/Securities Depositories Covered

     C --  Additional  Factors and  Criteria To Be Applied in the  Selection  of
Eligible Foreign Custodians That Are Banking Institutions or Trust Companies

     D -- Factors  and  Criteria To Be Applied in  Establishing  Systems For the
Monitoring of Foreign Custody Arrangements and Contracts

     E -- Information Regarding Country Risk

     F -- Authorized Representatives

<PAGE>


<TABLE>
<CAPTION>


                                   APPENDIX A1

                              Jurisdictions Covered

                [delete those countries which are not delegated]

                           <S>                       <C>
                           Argentina                 Kenya
                           Austria                   Korea
                           Australia                 Latvia
                           Bahrain                   Lebanon
                           Bangladesh                Lithuania
                           Belgium                   Luxembourg
                           Bermuda                   Malaysia
                           Bolivia                   Mauritius
                           Botswana                  Mexico
                           Brazil                    Morocco
                           Bulgaria                  Namibia
                           Canada                    Netherlands
                           Chile                     New Zealand
                           China                     Norway
                           Clearstream (Cedel)       Oman
                           Colombia                  Pakistan
                           Costa Rica                Panama
                           Croatia                   Papau New Guinea
                           Cyprus                    Peru
                           Czech Republic            Philippines
                           Denmark                   Poland
                           Ecuador                   Portugal
                           Egypt                     Romania
                           Estonia                   Russia
                           Euroclear                 Singapore
                           Finland                   Slovak Republic
                           France                    Slovenia
                           Germany                   South Africa
                           Ghana                     Spain
                           Greece                    Sri Lanka
                           Hong Kong                 Swaziland
                           Hungary                   Sweden
                           Iceland                   Switzerland
                           India                     Taiwan
                           Indonesia                 Thailand
                           Ireland                   Turkey
                           Israel                    Ukraine
                           Italy                     United Kingdom
                           Ivory Coast               Uruguay
                           Japan                     Venezuela
                           Jordan                    Zambia
                           Kazakhstan                Zimbabwe
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                   APPENDIX A2

                         Securities Depositories Covered

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

Argentin        aCDV               Philippines       PCD
                CRYL                                 RoSS

Australia       Austraclear Ltd.   Poland            CRBS
                CHESS                                NDS
                RITS

Austria         OeKB AG            Portugal          Central de Valores
                                                     Mobiliarios

Bahrain         None               Romania           NBR
                                                     SNCDD
                                                     Stock Exchange
                                                      Registry, Clearing
                                                      & Settlement

Bangladesh      None               Russia            DCC
                                                     NDC
                                                     VTB

Belgium         BKB                Singapore         CDP
                CIK                                  MAS
Bermuda         None               Slovak Republic   NBS
                                                     SCP

Botswana        None                Slovenia         KDD

Brazil          CBLC                South Africa     STRATE
                CETIP                                The Central Depository
                SELIC                                (Pty) Ltd.

Bulgaria        The Bulgarian       Spain            Banco de Espana
                 National Bank                       SCLV
                The Central Depository

Canada          Bank of Canada      Sri Lanka        CDS
                CDS

Chile           DCV                 Sweden           VPC AB

China           SSCC                Switzerland      SIS SegaIntersettle AG
                SSCCRC

<PAGE>

Clearstream                         Taiwan           TSCD

Colombia        DCV                 Thailand         TSD
                DECEVAL

Costa Rica      CEVAL               Turkey           CBT
                                                     Takasbank

Croatia         CNB                 Ukraine          Depository of the
                Ministry of Finance                   National Bank of
                SDA                                   Ukraine
                                                     MFS Depository

Czech Republic  SCP                 Uruguay          None
                TKD

Denmark         VP                  United Kingdom   CMO
                                                     CREST

Ecuador         DECEVALE, S.A.      Venezuela        BCV
                                                     CVV

Egypt           Misr for Clearing,  Zambia           Bank of Zambia
                 Settlement & Dep.                   LuSE CSD

Estonia         ECDSL               Zimbabwe         None

Euroclear

Finland         APK

France          Sicovam SA

Germany         Clearstream

Ghana           None

Greece          Bank of Greece
                CSD

Hong Kong       CCASS
                CMU

Hungary         Keler Ltd.

India           CDSL
                NSDL

<PAGE>

Indonesia       Bank Indonesia
                PT.KSEI

Ireland         CREST
                Gilt Settlement Office

Israel          TASE Clearing
                House Ltd.

Italy           Banca d-Italia
                Monte Titoli

Ivory Coast*    Depositaire Central/
                 Banque de Reglement

Japan           Bank of Japan
                JASDEC

Jordan          SDC

Kazakhstan      Kazakhstan Central
                 Securities Depository

Kenya           Central Bank of Kenya
                 Central Depository

Korea           KSD

Latvia          Bank of Latvia
                LCD

Lebanon         Banque de Liban
                MIDCLEAR

Lithuania       CSDL

Luxembourg      Clearstream

Malaysia        BNM (SSTS)
                MCD

Mauritius       CDS

Mexico          S.D. Indeval

Morocco         Maroclear S.A.

Netherlands     NECIGEF

<PAGE>

New Zealand     New Zealand Central
                 Securities Depository

Norway          VPS

Oman            MDSRC

Pakistan        Central Depository Co.
                 of Pakistan Limited
                 State Bank of Pakistan

Peru            CAVALI
</TABLE>


* Benin,  Burkina-Faso,  Guinea Bissau,  Mali,  Nigeria,  Senegal,  and Togo are
available through the Ivory Coast



<PAGE>


                                   APPENDIX B

                        Additional Jurisdictions Covered


     Pursuant to Article 3 of this Agreement,  Delegate and Board agree that the
following jurisdictions shall be added to Appendix A1:


                   [insert additional countries/depositories]



INVESTORS BANK & TRUST COMPANY

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


Boulder Growth & Income Fund, Inc.

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


DATE:   09/30/04


                                   APPENDIX C

                  Additional Factors and Criteria To Be Applied
                 in the Selection of Eligible Foreign Custodians
                That Are Banking Institutions or Trust Companies


     In  addition to the factors  set forth in Rule  17f-5(c)(1),  in  selecting
Eligible  Foreign  Custodians that are banking  institutions or trust companies,
Delegate shall consider the following factors,  if such information is available
(check all that apply):



_________ None


_________ Other (list below):

<PAGE>


                                   APPENDIX D

                       Factors and Criteria To Be Applied
                in the Establishing Systems For the Monitoring of
                   Foreign Custody Arrangements and Contracts


     In establishing  systems for the Monitoring of foreign custody arrangements
and contracts  with Eligible  Foreign  Custodians,  Delegate  shall consider the
following factors, if such information is available:


     1. Operating performance

     2. Established practices and procedures

     3. Relationship with market regulators

     4. Contingency planning

<PAGE>


                                   APPENDIX E

                       Information Regarding Country Risk


     To aid the Board in its  determinations  regarding  Country Risk,  Delegate
will  furnish  Board  annually  with respect to the  jurisdictions  specified in
Article 3, the following information:


     1. Copy of Addenda or Side Letters to Subcustodian Agreements

     2. Legal Opinion, if available, with regard to:

         a) Access to books and records by the Fund's accountants

         b) Ability to recover assets in the event of bankruptcy of a custodian

         c) Ability to recover assets in the event of a loss

         d) Likelihood of expropriation or nationalization, if available

         e) Ability to repatriate or convert cash or cash equivalents

     3. Audit Report

     4. Copy of Balance Sheet from Annual Report

     5. Country Profile Matrix containing market practice for:

         a) Delivery versus payment

         b) Settlement method

         c) Currency restrictions

         d) Buy-in practice

         e) Foreign ownership limits

         f) Unique market arrangements

<PAGE>


                                   APPENDIX F
                           Authorized Representatives


     The names and addresses of each party's authorized  representatives are set
forth below:

     A. Board

     With a copy to:       Fund Administrative Services, LLC
                           1680 38th Street, Suite 800
                           Boulder, CO 80301
                           Attention: Stephen C. Miller, Manager
                           Fax: (303) 245-0420


     B. Delegate

         Investors Bank & Trust Company
         200 Clarendon Street
         P.O. Box 9130 Boston, MA 02117-9130
         Attention: Paula A. Lordi, Senior Director, Client Management
         Fax: (617) 330-6033

     With a copy to:

                           Investors Bank & Trust Company
                           200 Clarendon Street
                           P.O. Box 9130
                           Boston, MA 02117-9130
                           Attention: Andrew S. Josef, Assistant General Counsel
                           Fax: (617) 946-1929

</TEXT>
</DOCUMENT>
