<DOCUMENT>
<TYPE>EX-99.2K
<SEQUENCE>13
<FILENAME>collateralsecurities.txt
<DESCRIPTION>EXHIBIT (2)(K)(V) COLLATERAL SECURITIES ACCT
<TEXT>
EXHIBIT 99.(2)(k)(v)
COLLATERAL SECURITIES ACCOUNT AGREEMENT


                     COLLATERAL SECURITIES ACCOUNT AGREEMENT

     AGREEMENT, dated as of October 1, 2004, among BOULDER GROWTH & INCOME FUND,
INC.  ("Borrower"),  a  corporation  organized  under the laws of  Maryland  and
registered as an investment  company  under the  Investment  Company Act of 1940
(the "1940 Act"),  CUSTODIAL  TRUST COMPANY,  a bank organized under the laws of
the State of New  Jersey  ("Lender"),  and  INVESTORS  BANK & TRUST  COMPANY,  a
Massachusetts trust company ("Securities Intermediary").

     WHEREAS,  Borrower  wishes to borrow  funds from  Lender for the purpose of
purchasing and otherwise  dealing in securities in its business as an investment
company registered under the 1940 Act, and to pledge securities and other assets
as collateral for such borrowings pursuant to a Loan and Pledge Agreement, dated
as of February  21,  2003,  between  Lender and  Borrower  (the "Loan and Pledge
Agreement");

     WHEREAS, such securities and other assets belonging to Borrower are held in
custody with Securities Intermediary pursuant to a Custodian Agreement, dated as
of  September  29,  2004,  between  Borrower and  Securities  Intermediary  (the
"Custody Agreement");

     WHEREAS,  to facilitate  Borrower's  pledge pursuant to the Loan and Pledge
Agreement of such securities and other assets,  and to perfect Lender's security
interest therein,  Borrower and Lender desire that all such securities and other
assets as may from time to time be pledged to Lender be  credited to and held in
a segregated  account  established  with  Securities  Intermediary to which only
securities and other assets of Borrower are credited;

     WHEREAS,  Borrower  and  Lender  desire to  retain  and  employ  Securities
Intermediary  to  act,  and  Securities  Intermediary  is  willing  to  act,  as
securities  intermediary  as provided  herein with respect to the securities and
other assets of Borrower that are pledged to Lender;

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1.  DEFINITIONS.  Unless otherwise  defined herein,  capitalized terms used
herein that are  defined in the New York  Uniform  Commercial  Code as in effect
from time to time  (the  "NYUCC")  shall  have the  meanings  given  such  terms
therein. The term "securities intermediary" when used herein but not capitalized
shall have the  meaning  given such term in the NYUCC as in effect  from time to
time.

<PAGE>

     2. APPOINTMENT OF SECURITIES  INTERMEDIARY.  Securities  Intermediary shall
maintain a collateral  security  account for the  securities and other assets of
Borrower  entitled  "Special  Custody  Account for  Custodial  Trust  Company as
Pledgee of Boulder  Growth & Income  Fund,  Inc." (the  "Pledge  Account"),  and
Securities  Intermediary  shall  credit  thereto and  maintain  therein all such
securities  and other assets  acceptable  to it as it may receive for the Pledge
Account in  accordance  with  Section  6(b) or  Section  6(c)  below;  provided,
however,  that  Securities  Intermediary  shall  neither  accept  for the Pledge
Account,  nor credit to and maintain in the Pledge  Account,  any  securities in
physical form, unless  registered in the name of the Securities  Intermediary or
its nominee..

     3. ACCOUNT; REGISTRATION. (a) Securities Intermediary shall open the Pledge
Account  no  later  than on such  date  as  Lender  may  reasonably  direct  and
thereafter  shall maintain the Pledge Account and act hereunder  pursuant to the
terms of this Agreement. Securities Intermediary shall credit to and maintain in
the Pledge Account,  subject to the provisions hereof, all cash,  securities and
other  property  acceptable  to it that it may from time to time receive for the
Pledge Account in accordance  with Section 6(b) and Section 6(c) below.

     (b) All cash, securities and other property in the Pledge Account shall (i)
be  beneficially  owned by  Borrower,  subject  only to the  lien  and  security
interest  in favor of Lender  created  by  Borrower  under  the Loan and  Pledge
Agreement,  and (ii) not be  subject to any right,  charge,  security  interest,
lien,  set-off or claim of any kind in favor of Securities  Intermediary  or any
person (legal or natural) claiming through Securities Intermediary.

     (c) The Pledge  Account shall have credited to it only the  securities  and
other assets of Borrower.

     (d) In maintaining the Pledge Account and otherwise acting pursuant to this
Agreement, Securities Intermediary is acting solely as a securities intermediary
as provided in this Agreement.

     (e) The Pledge Account is an account to which  Financial  Assets are or may
be credited,  and all securities and other assets credited to the Pledge Account
shall be deemed to be Financial Assets under Article 8 of the NYUCC.  Securities
Intermediary  shall indicate by book entry that such Financial  Assets have been
credited to the Pledge Account.

<PAGE>

     (f) Any and all  securities  and  other  property  credited  to the  Pledge
Account may be credited to a Securities  Account that (i) maintained in the name
of Securities  Intermediary or its nominee at (A) any sub-custodian  employed by
Securities  Intermediary  pursuant  to  Section  4 below or (B) at any  clearing
corporation  (or  agency) or  book-entry  system,  inside or outside  the United
States,  which it is  standard  market  practice to use for the  comparison  and
settlement  of  trades  in such  securities  or  other  property,  and (ii) is a
Securities  Account  to  which  are  credited  only  assets  held by  Securities
Intermediary as a securities intermediary, custodian, fiduciary or otherwise for
customers.

     (g) Securities Intermediary shall not change the name of the Pledge Account
without the prior consent in writing of Lender.

     (h)  Securities  Intermediary  is authorized to disclose  Borrower's  name,
address and  securities  positions in the Pledge  Account to the issuers of such
securities when requested by them to do so.

     4.  AGENTS.  Securities  Intermediary  may  employ  other  banks  and trust
companies  as  sub-custodians   and  may  employ  other  suitable  agents.   The
appointment of any agent pursuant to this Section 4 shall not relieve Securities
Intermediary  of any of its  obligations  or liabilities  under this  Agreement.
However,  any  book-entry  system  maintained  by a Federal  Reserve  Bank,  The
Depository  Trust  Company,  Euroclear,   Clearstream  and  any  other  clearing
corporation or agency, which it is or may become standard market practice to use
for the  comparison  and  settlement of trades in securities or other  property,
shall  not  be   sub-custodians,   agents  or   sub-contractors   of  Securities
Intermediary  for  purposes  of  this  Section  4  or  otherwise.

     5.  CONTROL;  ENTITLEMENT  ORDERS AND  INSTRUCTIONS.  (a)  Without  further
consent  of  Borrower  or  any  other  person  (legal  or  natural),  Securities
Intermediary  shall act with respect to securities and other assets  credited to
the Pledge Account only in accordance with written  Entitlement Orders and other
written  instructions  of Lender.  This  Section  5(a) shall not be construed to
prevent Securities  Intermediary from taking, until such time as it is otherwise
instructed by Lender,  the actions provided for in Section 6(c) below or Section
7 below.

     (b) All  Entitlement  Orders and other  instructions  hereunder shall be in
writing.  Securities  Intermediary  may rely upon and act in accordance with any
such Entitlement Orders or other  instructions  which it reasonably  believes to
have been given or signed on behalf of Lender by one of the  persons  designated
by Lender in  Schedule  A hereto  as it may from  time to time be  revised  upon
reasonable notice to Securities Intermediary.

<PAGE>

     (c) Unless otherwise  specified  herein,  all Entitlement  Orders and other
instructions of Lender to Securities  Intermediary,  and all other instructions,
demands,  notices and other  communications given with respect to this Agreement
or the Pledge  Account by one of the parties  hereto to one or both of the other
parties  hereto  shall be sent,  delivered  or  given  to the  recipient  at the
address, or the relevant telephone number, set forth after its name hereinbelow:

                           To Borrower:

                           BOULDER GROWTH & INCOME FUND, INC.
                           1680 38th Street, Suite 800
                           Boulder, CO 80301
                           Attention: Stephen C. Miller
                           Telephone: (303) 442-2156
                           Facsimile: (303 245-0420


                           To Lender:

                           CUSTODIAL TRUST COMPANY
                           101 Carnegie Center
                           Princeton, NJ 08540-6231
                           Attention: Vice President - Trust Operations
                           Telephone: (609) 951-2320
                           Facsimile: (609) 951-2327


                           To Securities Intermediary:

                           INVESTORS BANK & TRUST COMPANY
                           200 Clarendon Street
                           Boston, MA  02116
                           Attention:  Paula Lordi, Client Management
                           Telephone: (617) 937-6674

or at such other address or telephone number as any party shall have provided to
the others by notice given in accordance with this Section 5(c).

<PAGE>


     6. DELIVERY AND RECEIPT OF  SECURITIES;  PAYMENT FOR  SECURITIES;  ETC. (a)
Securities  Intermediary  shall make  deliveries of securities  and other assets
from the Pledge  Account (i) if to Borrower,  only upon and in  accordance  with
instructions  of Lender,  and (ii) if to any other  person  (legal or  natural),
including Lender,  only upon and in accordance with instructions of Lender,  and
only if, before making any such  delivery,  it has received a notice from Lender
certifying  either (A) that an Event of Default  with  respect to  Borrower  has
occurred  under the Loan and Pledge  Agreement  and is  continuing or (B) if the
asset to be delivered from the Pledge  Account is cash,  that such cash is being
applied  in  accordance  with the  Loan  and  Pledge  Agreement  to repay  loans
thereunder.

<PAGE>

     (c) Securities  Intermediary  shall receive for the Pledge Account,  as and
when it becomes due and payable,  any money or property  (including  payments of
principal,  dividends  and  interest)  due and  payable  on or on account of the
securities and other assets credited to the Pledge Account and, unless otherwise
instructed by Lender in a timely manner,  shall promptly pay any such money over
to  Borrower.   All  non-cash   property  that  is  so  received  by  Securities
Intermediary  for the Pledge  Account shall be credited to and maintained in the
Pledge Account as provided in this Agreement.

     7. PROXIES AND OTHER MATERIALS.  (a) Unless otherwise  instructed by Lender
in a timely manner,  Securities Intermediary shall promptly deliver to Borrower,
to the extent required in the Custody Agreement, all notices of meeting, proxies
and proxy  materials  which it receives  regarding  securities held by it in the
Pledge Account.

     (b) Unless otherwise  instructed by Lender,  Securities  Intermediary shall
promptly deliver to Borrower,  to the extent required in the Custody  Agreement,
other documents and written information received by Securities Intermediary from
issuers of securities  credited to the Pledge  Account or from others  regarding
such securities or other assets held in the Pledge Account.

     8. RECORDS AND REPORTS. (a) Securities Intermediary shall keep accurate and
detailed  accounts,  in  accordance  with industry  standards,  of all receipts,
deliveries and other transactions in the Pledge Account, and all accounts, books
and  records  relating  thereto  shall be open to  inspection  and  audit at all
reasonable  times and upon reasonable  prior notice by any person  designated by
Borrower or Lender.

     (b) For each business day that there are securities or other assets held in
the Pledge Account, or there is a transaction in the Pledge Account, a report of
all transactions in the Pledge Account on such business day (or if there were no
such  transactions,  then a statement  to that  effect)  shall be  delivered  by
Securities  Intermediary  to Lender  (at such  e-mail  address  or in such other
manner as Lender may agree  with  Securities  Intermediary  from time to time in
writing) on the next succeeding business day.

<PAGE>

     (c) Securities  Intermediary shall furnish to Borrower and Lender a monthly
statement of  transactions in the Pledge Account and such other reports as shall
be  reasonably  requested by Lender or Borrower  and are provided by  Securities
Intermediary in the ordinary course of its business.

     9. FEES AND  TRANSACTION  COSTS.  Lender shall pay Securities  Intermediary
such fees and charges for services  rendered by  Securities  Intermediary  under
this  Agreement as Lender and  Securities  Intermediary  shall from time to time
agree.

     10. SUPER PRIORITY LIEN;  ADVERSE CLAIMS.  (a) In the event that Securities
Intermediary has, or subsequently obtains, by agreement,  by operation of law or
otherwise a security  interest in the Pledge Account or in any security or other
asset credited thereto,  such security interest shall be subordinate to Lender's
security  interest  therein  pursuant  to the Loan  and  Pledge  Agreement.  The
securities  and other assets held in the Pledge  Account shall not be subject to
deduction,  set-off,  banker's  lien or any other  right in favor of  Securities
Intermediary.

     (b) If, to the knowledge of Securities  Intermediary,  any person (legal or
natural)  asserts any lien,  encumbrance  or other adverse claim  (including any
writ,  garnishment,  judgment,  warrant  of  attachment,  execution  or  similar
process)  against the Pledge Account or any securities or other assets  credited
thereto,  Securities Intermediary shall promptly give notice thereof to Borrower
and Lender.  Securities  Intermediary  shall have no  obligation  to conduct any
investigation or to take any other steps to obtain such knowledge.

     (c) Upon  Security  Intermediary's  request that it do so,  Borrower  shall
exercise such rights as it may then have under the Loan and Pledge  Agreement to
obtain the  release  from the  Pledge  Account of  securities  and other  assets
constituting  excess  collateral in the Pledge Account  pursuant to the Loan and
Pledge Agreement.

     11.  TERMINATION.  (a) This  Agreement  may be  terminated at any time that
there are no loans outstanding under the Loan and Pledge Agreement by any of the
parties  hereto upon seven  days'  written  notice to each of the other  parties
hereto.  In the event of any such  termination  and in accordance  with Lender's
instructions to do so (which  instructions shall not be unreasonably  withheld),
all property  then in the Pledge  Account shall be  transferred  to such custody
accounts of Borrower as Borrower shall have designated to Lender in writing.

<PAGE>

     (b) This Agreement may also be terminated by Securities  Intermediary  upon
termination of the Custody  Agreement and one day's written notice to Lender and
Borrower,  if, prior to the termination of the Custody  Agreement,  all property
then  in  the  Pledge  Account  has  been  transferred  to  collateral  accounts
established on terms and at another securities  intermediary that Lender, in the
exercise of its sole discretion, has approved in writing.

     12.  REPRESENTATIONS  AND  WARRANTIES.  (a) Each of  Borrower,  Lender  and
Securities  Intermediary represents and warrants, as to itself only, that (i) it
has all necessary power and authority to perform its obligations hereunder, (ii)
the execution and delivery by it of this Agreement, and the performance by it of
its obligations under this Agreement, have been duly authorized by all necessary
action,  corporate  or  otherwise,  and will not  violate  any law,  regulation,
charter, by-law, or other instrument,  restriction or provision applicable to it
or by which it is bound, and (iii) this Agreement  constitutes its legal,  valid
and binding  obligation,  enforceable  against it in accordance  with its terms,
subject, as to enforceability of remedies,  to bankruptcy,  insolvency and other
laws affecting  creditors' rights generally and to general principles of equity.
(b) Securities  Intermediary further represents and warrants that (i) the Pledge
Account  has been  established  as set  forth  in  Section  2 above  and will be
maintained  in the  manner  set  forth  herein  until  the  termination  of this
Agreement  pursuant to Section 11 above, (ii) except for the Custody  Agreement,
there are no other agreements entered into between  Securities  Intermediary and
Borrower with respect to the Pledge Account,  (iii) it has not entered into, and
until the  termination  of this  Agreement it will not enter into, any agreement
with any other person (legal or natural)  relating to the Pledge  Account and/or
any Financial Assets credited  thereto pursuant to which it has agreed,  or will
agree, to comply with  Entitlement  Orders or other  instructions of such person
with respect to the Pledge Account or such Financial Assets, and (iv) it has not
entered  into,  and until the  termination  of this  Agreement it will not enter
into,  any  agreement  with  Borrower  purporting  to  limit  or  condition  the
obligation of Securities  Intermediary  to comply with  instructions  of Lender,
including Entitlement Orders, as set forth in this Agreement.

     13. STANDARD OF LIABILITY AND INDEMNITY.  (a) Securities Intermediary shall
be  liable  to  Lender  only for any  loss,  damage,  cost,  expense  (including
reasonable attorneys' fees and disbursements),  liability or claim to the extent
arising  from  willful  misfeasance,  bad  faith  or  negligence  on the part of
Securities  Intermediary.  Securities  Intermediary  shall be liable to Borrower
only for any loss, damage, cost, expense (including  reasonable  attorneys' fees
and  disbursements),  liability  or claim to the  extent  arising  from  willful
misfeasance,   bad  faith  or  gross   negligence  on  the  part  of  Securities
Intermediary.  In no event shall Securities  Intermediary be liable for special,
indirect or  consequential  damages,  even if Securities  Intermediary  has been
advised of the possibility of such damages.

<PAGE>

     (b) Borrower shall indemnify and hold harmless Securities  Intermediary and
any nominee of Securities  Intermediary from and against any loss, damage, cost,
expense (including reasonable  attorneys' fees and disbursements),  liability or
claim arising  directly or indirectly  (i) from the fact that  securities in the
Pledge  Account  are  registered  in the  name of a  nominee,  or (ii)  from the
provision  of  services   under  this   Agreement,   provided  that   Securities
Intermediary  shall not be  indemnified  and held  harmless from and against any
such loss, damage, cost, expense,  liability or claim to the extent arising from
Securities Intermediary's willful misfeasance, bad faith or gross negligence.

     14.  RESPONSIBILITY  OF SECURITIES  INTERMEDIARY.  Securities  Intermediary
shall  have  no  duties  or  obligations   whatsoever  except  such  duties  and
obligations as are specifically set forth in this Agreement,  and no covenant or
obligation shall be implied in this Agreement against  Securities  Intermediary.
In  particular,  but  without  limiting  the  generality  of  this  Section  14,
Securities  Intermediary  shall have no  responsibility to determine whether any
security interest created in favor of Lender under the Loan and Pledge Agreement
or  otherwise  is valid  or  enforceable  or  whether  the  value or type of the
property in the Pledge Account constitutes  adequate security under the Loan and
Pledge  Agreement or  otherwise,  or, if it does not  constitute  such  adequate
security, to take any action other than pursuant to instructions of Lender given
in accordance with this Agreement, or to ensure compliance by Lender or Borrower
with  the Loan and  Pledge  Agreement  or any law or  regulation  regarding  the
establishment or maintenance of margin credit,  or to  independently  verify the
truthfulness  of any  notice  given to  Securities  Intermediary  by  Lender  or
Borrower under this Agreement.

     15.  CONFLICT  WITH  OTHER  AGREEMENTS.  In the  event of any  conflict  or
inconsistency  between  this  Agreement  (or any portion  thereof) and any other
agreement  (whether  now or  hereafter  existing)  entered into between or among
Securities  Intermediary and one or both of the other parties hereto,  the terms
of this Agreement shall prevail.

<PAGE>

     16.  GOVERNING  LAW. This  Agreement,  the Pledge  Account and the Security
Entitlements  related  thereto  shall be governed by and construed in accordance
with the laws of the State of New York, without giving effect to the conflict of
law principles  thereof.  Securities  Intermediary's  jurisdiction as securities
intermediary  shall, for purposes of the NYUCC, be deemed to be the State of New
York.

     17. NO WAIVER. No failure by any party hereto to exercise,  and no delay by
such party in exercising, any right hereunder shall operate as a waiver thereof.
The exercise by any party hereto of any right  hereunder  shall not preclude the
exercise of any other right, and the remedies provided herein are cumulative and
not exclusive of any remedies provided at law or in equity.

     18.  AMENDMENTS.  This Agreement  cannot be changed orally,  and, except as
otherwise  provided  herein with  respect to Schedule A hereto,  no amendment to
this Agreement shall be effective  unless  evidenced by an instrument in writing
executed by all the parties hereto.

     19.   COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
counterparts, and by the parties hereto on separate counterparts,  each of which
shall be deemed an original but all of which together  shall  constitute but one
and the same instrument.

     20. SEVERABILITY. If any provision of this Agreement is invalid, illegal or
unenforceable  in any respect under any applicable  law, the validity,  legality
and enforceability of the remaining provisions shall not be affected or impaired
thereby.

     21. SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their  respective  successors and
assigns;  provided,  however, that this Agreement shall not be assignable by any
party hereto  without the written  consent of the other parties  hereto  (except
that Securities  Intermediary may assign this Agreement  without such consent to
any  affiliate of Securities  Intermediary  to which it also assigns the Custody
Agreement).  Any  purported  assignment in violation of this Section 21 shall be
void.

     22.  JURISDICTION.  Any suit,  action or  proceeding  with  respect to this
Agreement may be brought in the Supreme  Court of the State of New York,  County
of New York, or in the United States District Court for the Southern District of
New York, and the parties hereto hereby submit to the non-exclusive jurisdiction
of such  courts  for the  purpose of any such suit,  action or  proceeding,  and
hereby expressly and irrevocably  waive for such purpose any other  preferential
jurisdiction  by reason of their present or future  domicile or  otherwise.  The
parties hereto hereby expressly and irrevocably  waive the right to a jury trial
with respect to any matter relating to this Agreement.

<PAGE>

     23.  HEADINGS.   The  headings  of  sections  in  this  Agreement  are  for
convenience of reference  only and shall not affect the meaning or  construction
of any provision of this Agreement.


<PAGE>


     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by its  representative  thereunto duly
authorized, as of the day and year first above written.


                                BOULDER GROWTH & INCOME FUND, INC.


                                By /s/ Carl Johns
                                Name: Carl Johns
                                Title:  VP and Treasurer


                                CUSTODIAL TRUST COMPANY



                                By: /s/ Ben Szwalbenest
                                Name: Ben Szwalbenest
                                Title: President



                                INVESTORS BANK & TRUST COMPANY



                                By: /s/ Andrew M. Nesvet
                                Name:  Andrew M. Nesvet
                                Title:  Managing Director


<PAGE>


                                   SCHEDULE A


                        Signatures of Authorized Persons


     Set  forth  below  are the names and  specimen  signatures  of the  persons
authorized by CUSTODIAL TRUST COMPANY to give written instructions to Securities
Intermediary.


                  NAME                          SIGNATURE

  Ben Szwalbenest                               /s/ Ben Szwalbenest

  Kevin Darmody                                 /s/ Kevin Darmody

</TEXT>
</DOCUMENT>
