<DOCUMENT>
<TYPE>EX-99.2K
<SEQUENCE>14
<FILENAME>loanandpledgeagreemt.txt
<DESCRIPTION>EXHIBIT (2)(K)(VI) LOAN AND PLEDGE AGREEMENT
<TEXT>
EXHIBIT 99.(2)(k)(vi)
LOAN AND PLEDGE AGREEMENT


                            LOAN AND PLEDGE AGREEMENT

     AGREEMENT  dated as of February 21, 2003,  between  CUSTODIAL TRUST COMPANY
("Bank"),  a bank and trust company organized and existing under the laws of the
State of New Jersey,  and BOULDER  GROWTH & INCOME FUND,  INC.  ("Borrower"),  a
company  organized  and  existing  under the laws of the State of  Maryland  and
registered as an investment company under the Investment Company Act of 1940.

     WHEREAS,  Borrower  may seek to  obtain,  and Bank may be  willing to make,
loans to Borrower  from time to time in an aggregate  principal  amount of up to
the lesser of $20,000,000  or the maximum  amount  Borrower is then permitted to
borrow under the Investment Company Act of 1940;

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

     1. DEFINITIONS. The following terms, unless the context otherwise requires,
shall have the following meanings as used herein:

     (a)  "Business  Day" means any day on which banks in both the States of New
Jersey and New York are open for business.

     (b) "Collateral" has the meaning given in Section 7(b) below.

     (c) "Collateral  Securities  Account  Agreement",  at any time, means @ the
collateral account agreement,  dated of even date herewith, among Bank, Borrower
and PFPC Trust Company, a trust company organized and existing under the laws of
the State of  Delaware,  or (IIJ if such  agreement is then no longer in effect,
the collateral  account  agreement (if any) to which Bank,  Borrower and another
securities intermediary acting as provided for therein are then parties.

     (d) "Event of Default" has the meaning given in Section 17 below.

<PAGE>

     (e) "Effective Control" by any Person over securities means such control as
will create  under the  Uniform  Commercial  Code of New York,  in favor of such
Person, a prior, perfected security interest in such securities.

     (f) "Excess Collateral" at any time means (IJ all Collateral which does not
consist of cash in the Pledge Account or Pledged Securities and (I.IJ Collateral
consisting of cash in the Pledge Account,  and/or Pledged Securities,  having an
aggregate Initial Loan Value not greater than the difference between (A) the sum
of all cash in the Pledge  Account and the  aggregate  Initial Loan Value of all
Pledged Securities and @the sum of the outstanding aggregate principal amount of
all the Loans and the interest accrued thereon.

     (g)  "Guarantee"  of or by any Person means any  obligation,  contingent or
otherwise,  of such  Person  guaranteeing  or  having  the  economic  effect  of
guaranteeing any Indebtedness of any other Person (the "Primary Obligor") in any
manner,  whether  directly or  indirectly,  and including any obligation of such
Person, direct or indirect,  (i) to purchase (or advance or supply funds for the
purchase  or payment  of) such  Indebtedness  or to  purchase  (or to advance or
supply  funds  for  the  purchase  of) any  security  for  the  payment  of such
Indebtedness,  (ii) to purchase property, securities or services for the purpose
of assuring the owner of such  Indebtedness of the payment of such  Indebtedness
or (iii)  to  maintain  working  capital,  equity  capital  or  other  financial
statement  condition  or  liquidity  of the Primary  Obligor so as to enable the
Primary  Obligor  to pay such  Indebtedness;  provided,  however,  that the term
Guarantee shall not include  endorsements  for collection or deposit,  in either
case in the ordinary course of business.

     (h)  "Indebtedness"  of any  Person  means,  without  duplication,  (i) all
obligations  of such Person for  borrowed  money or with  respect to deposits or
advances of any kind,  (ii) all  obligations of such Person  evidenced by bonds,
debentures,  notes or similar instruments,  (iii) all obligations of such Person
upon which interest  charges are customarily  paid, (iv) all obligations of such
Person issued or assumed as the deferred  purchase price of property or services
which under generally accepted accounting principles would be shown on a balance
sheet of such Person as a liability,  (v) all  Indebtedness of others secured by
(or for which the holder of such Indebtedness has an existing right,  contingent
or otherwise,  to be secured by) any Lien on property  owned or acquired by such
Person,  whether or not the obligations secured thereby have been assumed,  (vi)
all Guarantees by such Person of Indebtedness  of others,  (vii) all obligations
of such Person in respect of interest  rate and  currency  swap  agreements  and
similar  agreements  obligating such Person to make payments,  whether direct or
indirect or periodically or upon the happening of a contingency,  and (viii) all
obligations  of such Person as an account  party in respect of letters of credit
and bankers'  acceptances.  The  Indebtedness  of any Person  shall  include the
Indebtedness of any partnership in which such Person is a general partner.

<PAGE>

     (i)  "Initial  Loan  Value"  means the  collateral  value  assigned  to the
Collateral in accordance with Section 7(e) below.

     (j)  "Interest  Closing  Date" with  respect to any Loan means the day next
preceding  the day that such Loan is repaid in full and,  prior to such day, any
day next preceding an Interest Commencement Date for such Loan.

     (k) "Interest Commencement Date" with respect to any Loan means the date on
which  such  Loan is made and  thereafter  any 21st day of any month if such day
occurs while such Loan is outstanding (or if any such 21st day is not a Business
Day, then the next succeeding Business Day).

     (l)  "Interest  Period" with respect to any Loan means each period from and
including an Interest  Commencement Date for such Loan to and including the next
succeeding Interest Closing Date for such Loan.

     (m) "Lien"  means,  with respect to any asset,  (i) any  mortgage,  deed of
trust,  lien,  pledge,  encumbrance,  charge or security  interest in or on such
asset  or  any   assignment,   hypothecation,   deposit   arrangement  or  other
preferential arrangement of or with respect to such asset, and (ii) any purchase
option, call or similar right of a third party with respect to such asset.

     (n) "Loan" and "Loans" have the meaning given in Section 2 below.

<PAGE>

     (o)  "Maintenance  Loan Value" means the  collateral  value assigned to the
Collateral in accordance with Section 7(e) below.

     (p) "Market Value" means the value assigned to the Collateral in accordance
with Section 7(g) below.

     (q) "1940 Act"  means the  Investment  Company  Act of 1940 as from time to
time in effect.

     (r) "Person" means any individual, sole proprietorship,  partnership, joint
venture,  trust,  unincorporated  organization,  association,  limited liability
company,  corporation,  government  or any agency,  court or political  division
thereof, or any other entity.

     (s)  "Pledge  Account"  means  a  securities   account  maintained  at  the
securities  intermediary  under the Collateral  Securities Account Agreement and
entitled  "Special  Custody  Account for  Custodial  Trust Company as pledgee of
Boulder Growth & Income Fund".

     (t) "Pledged  Securities"  means () all  securities  recorded in the Pledge
Account  (including  uncertificated  securities  recorded  therein) and (ii) all
other  securities and interests into which such  securities are converted or for
which they are exchanged.

     (u) "30-day LIBOR" means the one-month London  Inter-Bank  Offered Rate for
U.S.  dollars as quoted on Page 3750 on the Dow Jones Market  Service,  formerly
known as the  Telerate  Service (or such other page as may replace  Page 3750 on
that service or such other  service as may be  designated  for the time being by
the British  Bankers'  Association as the information  vendor for the purpose of
displaying British Bankers' Association Interest Settlement Rates), as of 11 :00
a.m., London time, on an Interest Commencement Date.

     2. LOANS.  (a) Subject to the terms and conditions of this Agreement,  Bank
may,  in its sole and  absolute  discretion,  make loans to  Borrower  (each,  a
"Loan",  and,  collectively,  the  "Loans") at such times and in such amounts as
Borrower may  request,  which  amounts may  beborrowed,  repaid and  reborrowed,
provided that the Loans shall not exceed, in- aggregate  principal amount at any
one time  outstanding,  the lesser of $20,000,000 or the maximum amount Borrower
is then permitted under the 1940 Act to borrow.

<PAGE>

     (b) Each Loan shall be in a principal amount of $100,000 or more.

     (c) Borrower shall request each Loan by notice to Bank,  specifying (i) the
date (which shall be a Business Day) on which Borrower desires that such Loan be
made, (ii) the principal amount of such Loan, (iii) the Collateral for such Loan
and (iv) such  information  about the use of the proceeds from such Loan as Bank
may from time to time  require,  which notice shall be received by Bank no later
than the last Business Day prior to the date on which Borrower desires that such
Loan be made.

     (d) The Loans shall be evidenced by a loan  account  maintained  by Bank in
Borrower's  name  and by the  records  made  therein  by  Bank,  which  shall be
conclusive,  absent  manifest  error,  as to the  amount  of the  Loans  and the
interest and payments thereon. Any failure so to record or any error in doing so
shall not limit or  otherwise  affect  the  obligation  of  Borrower  under this
Agreement to pay any amount owing with respect to the Loans.

     (e)  Performance  by Borrower of all the  obligations  and covenants it has
incurred and made under this Agreement  shall in no way impair or compromise the
sole and absolute  discretion  of Bank to agree or not agree to make any Loan at
any time.

     3. CONDITIONS PRECEDENT. (a) The obligation of Bank to make any Loan, which
it has, in its sole and absolute discretion, agreed to make, shall be subject to
the  fulfillment on the date of the making of such Loan of each of the following
conditions  precedent:  (i) that no event has occurred and is  continuing  which
constitutes an Event of Default or which,  upon the giving of notice,  the lapse
of  time,  or  both,  would  constitute  an  Event  of  Default,  (ii)  that the
representations  and  warranties of Borrower in Sections 9, 10 and 1 I below are
correct and accurate as though made on such date, (iii) that after giving effect
to the making of such Loan,  Borrower's continuous asset coverage, as defined in
the 1940 Act, is no less than 300% of the aggregate  principal  amount of all of
its borrowings,  including such Loan, then  outstanding,  (iv) that Borrower has
fulfilled,  to the satisfaction of Bank, Borrower's  obligations with respect to
such Loan and the  Collateral  therefor as set forth in Section 7(a) below,  (v)
that after giving effect to the making of such Loan and the pledge of Collateral
therefor,  the Collateral then held by Bank includes Pledged Securities,  and/or
cash in the Pledge Account,  having an aggregate  Initial Loan Value equal to or
greater than the sum of the outstanding  aggregate  principal  amount of all the
Loans and the accrued  interest  thereon,  (vi) that after giving  effect to the
making of such Loan and the pledge of Collateral  therefor,  the  representation
and  warranty  of Borrower in Section  11(a) below  continues  to be correct and
accurate,  and (vii) that Bank has received from Borrower such documents as Bank
may reasonably request.

<PAGE>

     (b) The obligation of Bank to make the first Loan which it has, in its sole
and absolute  discretion,  agreed to make shall be subject to the fulfillment of
the  condition  precedent  that,  on or prior to the date of the  making of such
Loan,  Bank shall have received from Borrower (i) the  origination  fee provided
for in Section 13 below,  (ii) a  statement  of assets and  liabilities  and the
related  statement  of  operations  and  statement  of  changes  in  net  assets
("Financials")  for Borrower's most recent  (6-month or 12-month)  fiscal period
for which they are available,  as well as audited Financials for Borrower's most
recent fiscal year for which such audited Financials are available, and (iii) if
requested  by Bank,  a  Statement  of Purpose  (Federal  Reserve  Form U-1) duly
completed and signed by Borrower.

     4. TERMS OF REPAYMENT; WAIVERS. (a) The principal amount of each Loan shall
be  repayable  by Borrower  at any time,  whether or not an Event of Default has
occurred and is then  continuing,  either (i) in full (together with all accrued
interest  on such Loan) upon demand by Bank to Borrower  for such  repayment  in
full,  or (ii) in part  (together  with all accrued  interest on such part) upon
demand by Bank to Borrower for repayment of such part.

     (b)  Performance  by Borrower of all the  obligations  and covenants it has
incurred and made under this Agreement  shall in no way impair or compromise the
right  of Bank in its sole and  absolute  discretion  to  demand,  at any  time,
repayment of all or any portion of any Loan.

<PAGE>

     (c) Any Loan may also become repayable by Borrower, in whole or in part, as
provided in Section 7(d) below,  and shall  become  repayable by Borrower in its
entirety  as  provided  in Section 17 below upon the  occurrence  of an Event of
Default.

     (d)  Borrower  may repay any Loan in its  entirety  or in part at any time,
without premium or notice of any kind but together with all accrued  interest on
the amount thereof that is repaid.

     (e) Borrower  hereby waives  presentment  and protest of any instrument and
notice  thereof,  notice of default and, to the extent  permitted by  applicable
law, all other notices to which Borrower might otherwise be entitled.

     5. INTEREST AND OTHER CHARGES.  (a) Borrower  shall pay Bank  interest,  in
arrears,  on the principal  amount of each Loan from the date on which such Loan
is made pursuant to Section 2 above until such Loan is due under this  Agreement
(whether at maturity, upon prepayment or otherwise),  at a rate per annum during
each Interest Period equal to 30-day LIBOR on the Interest  Commencement Date of
such Interest Period plus one percent (100 basis points).

     (b) All interest  payable under this Agreement shall be calculated by Bank,
on the  basis of a  360-day  year and for the  actual  number  of days  elapsed.
Interest  accrued  on a Loan  pursuant  to Section  5(a) above  shall be payable
monthly  on the 10th day of each  month  (or,  if the 10th day is not a Business
Day, on the next succeeding  Business Day), upon repayment of such Loan in full,
and as otherwise provided in this Agreement.

     (c)  Borrower  shall pay Bank  interest  on any amount not paid by Borrower
when due under this  Agreement,  from the date  payment  of such  amount was due
until the date such amount is paid,  at a rate per annum  during  each  Interest
Period equal to 30-day LIBOR on the Interest  Commencement Date of such Interest
Period plus three percent (300 basis points).  Such interest shall be payable on
demand made by Bank from time to time.

<PAGE>

     (d)  Each  determination  of an  interest  rate  by Bank  pursuant  to this
Agreement shall be conclusive and binding on Borrower in the absence of manifest
error.

     (e) In no event  whatsoever  shall  the  interest  rate and  other  charges
charged  hereunder  exceed the highest  rate  permissible  under any law which a
court of competent  jurisdiction,  in a final  determination,  deems  applicable
hereto.  In the event that such a court  determines,  in a final  determination,
that Bank has received  interest and other  charges  hereunder in excess of such
highest rate, Bank shall promptly refund such excess amount to Borrower, and the
provisions hereof shall be deemed amended to provide for such permissible rate.

     6. PLACE AND MANNER OF PAYMENT.  Borrower shall make all payments  required
to be made by it under this  Agreement  (whether of  principal,  interest or any
other amount) prior to 11:OO A.M. New York time on the date such payment is due,
at such address in the United  States of America as Bank shall from time to time
indicate to Borrower, in U.S. dollars and in immediately available funds.

     7. COLLATERAL  SECURITY,  PLEDGE AND LOAN VALUES. (a) On or before the date
of the making of any Loan, (i) Borrower shall deliver to the Pledge Account,  or
otherwise give to Bank as pledgee Effective  Control over,  securities which are
acceptable  to Bank in its sole and absolute  discretion  and on the date of the
making of such Loan either (A) have an  aggregate  Initial Loan Value of no less
than the  principal  amount of such Loan or (B) if there is on such date  Excess
Collateral consisting of Pledged Securities,  and/or cash in the Pledge Account,
have an aggregate Initial Loan Value of no less than the difference  between (x)
the principal  amount of such Loan and (y) the  aggregate  Initial Loan Value of
such Excess  Collateral,  and (ii) in the case of securities  in physical  form,
Borrower shall deliver to Bank such  instruments of assignment,  signed in blank
by  Borrower,   consents  and  other  documents,   all  in  form  and  substance
satisfactory  to Bank,  as may be required to enable Bank as pledgee to exercise
its rights and remedies under Section 18 below .

<PAGE>

     (b) To secure the due and punctual payment of all of the Loans, all accrued
interest  thereon and all other  amounts  from time to time  payable by Borrower
under this Agreement, and the performance by Borrower of all its obligations and
covenants under this  Agreement,  Borrower hereby pledges to Bank, and grants to
Bank a first  priority,  perfected  security  interest in and lien upon, (i) all
Pledged Securities at any time in the Pledge Account,  including  uncertificated
securities  recorded therein,  (ii) all other property of Borrower now or at any
time  hereafter in Bank's  possession  including,  but not limited to, all other
securities,  monies, claims and credit balances,  (iii) all property of Borrower
now or at any  time  hereafter  held by or  through  any of  Bank's  affiliates,
including  securities held in Borrower's accounts with securities  broker-dealer
affiliates of Bank, and (iv) all proceeds, products and profits derived from any
of the foregoing (including all cash,  securities,  dividends and other property
at any time and from time to time received,  receivable or otherwise distributed
in respect of or in exchange  for any or all of the  foregoing,  proceeds of any
insurance policies, proceeds of proceeds, and claims against third parties), and
all books and  records  related to any of the  foregoing  (all of the  foregoing
Pledged Securities and other property, together with all other property in which
Borrower may hereafter grant a Lien to Bank, being herein collectively  referred
to as the "Collateral").

     (c) Bank and Borrower hereby agree that each partnership interest,  limited
liability company member interest and other item of property (whether investment
property, financial asset, security,  instrument or cash) held in or credited to
any account of Borrower at Bank or at any  affiliate of Bank shall be treated as
a "financial asset" under Article 8 of the New York Uniform Commercial Code.

     (d) At all times while any Loan is  outstanding,  Borrower  shall  maintain
Collateral in the Pledge Account  consisting of Pledged  Securities  and/or cash
having  an  aggregate  Maintenance  Loan  Value of not less  than the sum of the
outstanding aggregate principal amount of all the Loans and the interest accrued
(and unpaid) thereon.  Forthwith upon demand made to Borrower by Bank,  Borrower
shall, at its option,  either (i) deliver into the Pledge Account,  or otherwise
give to  Bank  as  pledgee  Effective  Control  over,  such  additional  Pledged
Securities, which are acceptable to Bank in its sole and absolute discretion, or
(ii) repay so much of the outstanding  aggregate  principal amount of the Loans,
as, in either case, may be necessary for the aggregate Maintenance Loan Value of
all  Collateral  consisting  of Pledged  Securities,  and/or  cash in the Pledge
Account,  to be no less  than  the sum of the  outstanding  aggregate  principal
amount of all the Loans and the interest accrued thereon.

<PAGE>

     (e) The  Initial  Loan Value and the  Maintenance  Loan Value of any of the
Pledged Securities or other item of Collateral in the Pledge Account are each an
amount representing a percentage of the Market Value of such Pledged Security or
other item of  Collateral  and shall be  determined  either in  accordance  with
Schedule A hereto (which may be  supplemented or revised at any time in the sole
and  absolute  discretion  of Bank) or from time to time by Bank in its sole and
absolute  discretion if such Initial Loan Value and  Maintenance  Loan Value are
not set forth on such Schedule A, provided that any of such  Collateral  that is
subject to any Lien other than one permitted under Section 16(b)(iv) below shall
have no Initial or Maintenance Loan Value.

     (f) With the prior approval of Bank as to any substitute  securities and/or
other collateral and as to the manner of substitution,  Borrower may at any time
and from time to time substitute such securities and/or other collateral for all
or some of the Collateral, provided that no Event of Default has occurred and is
continuing and that,  immediately after giving effect to such substitution,  the
aggregate  Initial Loan Value of all remaining Pledged  Securities,  and cash in
the  Pledge  Account,  is not  less  than the sum of the  outstanding  aggregate
principal amount of the Loans and the interest accrued thereon.

     (g) If and for so long as any  securities  (including  Pledged  Securities)
belonging to Borrower are listed on a national securities exchange in the United
States of America,  their Market Value shall be  determined  for all purposes by
the last sales price for such  Pledged  Securities  on any such  exchange on the
Business Day next preceding the date of  determination  or, if there was no sale
on that Business Day, by the last sales price for such Pledged Securities on the
next  preceding  Business  Day on which  there  was a sale  thereof  on any such
exchange,  all as quoted on the Consolidated Tape of the New York Stock Exchange
or,  if not  quoted  on such  Consolidated  Tape,  then as  quoted  by any  such
exchange. The Market Value of any other item of Collateral, and the Market Value
of  Pledged  Securities  if they are not listed on any such  exchange,  shall be
determined  by Bank for all  purposes  (i)  based  upon the  prices  bid (on the
Business  Day  next   preceding  the  date  of   determination)   by  banks  and
broker/dealers which regularly quote prices on property of the same type as such
item of Collateral or (ii) if no such quotations are available for such Business
Day, based upon such factors as Bank, in its sole and absolute discretion, shall
determine.  Market  Value,  in the case of  interest-bearing  Collateral,  shall
include  accrued  interest to the date on which such Market Value is determined.
Each  determination  of Market Value shall be conclusive and binding on Borrower
in the absence of manifest error.

<PAGE>

     (h)  Subject to Section  7(j) below,  Bank shall cause to be promptly  paid
over to Borrower (i) any and all cash  dividends and interest paid on any of the
Collateral and credited to the Pledge Account,  and (ii) any other cash credited
to the Pledge Account on account of the Collateral  (whether upon the repayment,
redemption or exchange of any thereof or otherwise), unless, after giving effect
to such payment of cash  dividends  or interest or other cash to  Borrower,  the
aggregate  Maintenance  Loan Value of all  Pledged  Securities,  and cash in the
Pledge  Account,  would  be  less  than  the  sum of the  outstanding  aggregate
principal  amount of all the Loans and the interest  accrued  thereon,  in which
case such cash shall  promptly  be applied to the  repayment  of such  aggregate
principal  amount  and the  payment  of  such  interest.  Any  and all  non-cash
distributions  of  property  (including  stock  dividends)  made for any  reason
whatsoever  on or in respect of any of the  Collateral  shall be credited to the
Pledge Account and form part of the Collateral subject to this Agreement.

     (i) Subject to Section 7(j) below,  Borrower shall be entitled to exercise,
for any purpose not inconsistent  with the terms of this Agreement,  any and all
voting  and/or  consensual  rights  and powers  relating  or  pertaining  to the
Collateral.  In  furtherance of such exercise and to the extent that it receives
them,  Bank shall deliver to Borrower all notices of meetings,  proxy  materials
(other than  proxies) and other  materials  that are  distributed  (i) regarding
Pledged Securities,  by the issuers thereof or, in the case of tender,  exchange
or similar offers for Pledged Securities, by the party (or its agent) making the
offer and (ii) regarding Pledged Securities or any other item of Collateral,  by
any  court  having  jurisdiction  over  (or by any  Person  who is a  party  to)
reorganization,  liquidation or other similar proceedings for the issuer of such
Pledged  Securities  or the obligor on such other item of  Collateral.  Whenever
Bank or any of its agents  receives a proxy with respect to Pledged  Securities,
Bank shall promptly  request  instructions  from Borrower on how such securities
are to be  voted,  and shall  give  such  proxy,  or-cause  it to be  given,  in
accordance with such instructions. If Borrower timely informs Bank that Borrower
wishes to vote any such Pledged  Securities in person,  Bank shall promptly seek
to have a legal proxy covering such securities issued to Borrower.

<PAGE>

     (j) If an Event of Default occurs and for so long as it continues, Borrower
shall cease to be entitled (i) to exercise any and all voting and/or  consensual
rights and powers  relating or pertaining to any of the  Collateral  and (ii) to
receive any cash dividends and interest, or other cash, payable on or on account
of any of the  Collateral;  and Bank shall have the sole and exclusive right and
authority to exercise  such voting  and/or  consensual  rights and powers and to
receive and retain such  dividends,  interest and other cash. Any money received
by Bank pursuant to this Section  7(j),  shall be retained by Bank as additional
Collateral and applied in accordance with the provisions of this Agreement.

     (k) (i) Any time there is Excess Collateral,  and provided that no Event of
Default has  occurred and is  continuing,  Borrower  may  designate to Bank,  in
writing,  any of such Excess  Collateral,  and,  promptly upon such designation,
such designated  Excess  Collateral shall be released from the lien and security
interest granted in Section 7(b) above and, if such designated Excess Collateral
is credited to the Pledge  Account,  Bank shall  instruct PFPC Trust Company (or
such other Person then acting as securities  intermediary  under the  Collateral
Securities  Account  Agreement)  to deliver it to such  account of  Borrower  as
Borrower may designate,  provided that,  immediately after giving effect to such
delivery,  the aggregate Initial Loan Value of all remaining Pledged Securities,
and cash in the  Pledge  Account,  is not less  than the sum of the  outstanding
aggregate principal amount of all the Loans and the interest accrued thereon.

          (ii) Provided that no Event of Default has occurred and is continuing,
     and unless Bank and Borrower agree otherwise, Borrower shall have the right
     to deal freely  under this  Agreement  in any item of  Collateral  which is
     neither a Pledged Security nor cash credited to the Pledge Account.

<PAGE>

     (l) Upon (i) the  payment in full of all the Loans,  all  accrued  interest
thereon and all other amounts payable by Borrower under this Agreement, and (ii)
the  performance  by Borrower of all its  obligations  and covenants  under this
Agreement,  the security  interest and lien granted in Section 7(b) above in and
upon the Collateral shall  terminate,  and all of Bank's rights hereunder to the
Collateral  shall  revert to  Borrower.  Upon  notice from  Borrower  after such
termination,  Bank shall deliver to Borrower, or give Borrower Effective Control
over, all  Collateral  under Bank's  control,  and shall deliver to Borrower all
instruments and documents evidencing such Collateral and such other documents as
Borrower shall reasonably request to evidence such termination.

     8. PROTECTION OF SECURITY INTEREST.  (a) Borrower shall, at its expense and
from time to time, perform all steps reasonably requested by Bank at any time to
perfect, maintain, protect and enforce Bank's security interest in and lien upon
the  Collateral,   including,  without  limitation,  (i)  executing  and  filing
financing  or  continuation  statements  and  amendments  thereto,  in form  and
substance   satisfactory   to  Bank,   and  (ii)  obtaining  such  consents  and
registrations  of  transfer,  providing  such  endorsements  and  executing  and
delivering  such other  documents as may be required  for any sale,  transfer or
other  disposition  thereof by Bank  pursuant to Section 18 below.  From time to
time, Borrower shall, upon Bank's written request,  promptly execute and deliver
confirmatory  written  instruments  pledging  the  Collateral  to Bank,  but any
failure by Borrower to do so shall not affect or limit Bank's security  interest
in, lien upon or other rights in and to the Collateral. Until payment in full of
all the Loans,  all accrued  interest  thereon and all other amounts  payable by
Borrower  under  this  Agreement,   and  the  performance  by  Borrower  of  its
obligations and covenants under this Agreement,  Bank's security interest in the
Collateral shall continue in full force and effect.

     (b) Borrower hereby irrevocably  appoints Bank its true and lawful attorney
in its name, place and stead, and at its expense,  solely in connection with the
preservation  and enforcement of Bank's rights and remedies under this Agreement
and whether before or after an Event of Default, to receive, endorse and collect
all checks and other  orders for the  payment of money made  payable to Borrower
representing   any  dividend,   interest  or  other   distribution   payable  or
distributable in respect of any of the Collateral and to give full discharge for
the same, and after an Event of Default, and for so long as it continues, (i) to
give all notices,  obtain aH consents,  effectuate all  registrations  in Bank's
name or that of a proposed  purchaser or other transferee and make all transfers
of all or any part of the  Collateral  which are  necessary  or  appropriate  in
connection with any sale, transfer or other disposition thereof pursuant to this
Agreement,  (ii) to date,  insert  therein the name of an assignee,  and deliver
each of any instruments of assignment delivered to Bank pursuant to Section 7(a)
above, and to prepare and execute all such amendments thereto as may be required
to obtain any consent  necessary for Bank's sale,  transfer or other disposition
of the item of Collateral to which such instrument of assignment pertains, (iii)
to execute and deliver for value all necessary or  appropriate  assignments  and
other  instruments  in  connection  with  any  such  sale,   transfer  or  other
disposition,  and (iv) to execute and deliver  all other  documents,  and do all
other acts and things, which Bank deems appropriate in such connection.

<PAGE>

     9.  OTHER  LIENS.  Borrower  represents  and  warrants  to  Bank  that  all
Collateral is owned by Borrower free and clear of all Liens  whatsoever  (except
for Liens permitted under Section 16(b)(iv) and that (except for Liens permitted
under Section 16(b) below) it will continue to be so owned by Borrower.

     10. USE OF  PROCEEDS.  Borrower  represents  and  warrants to Bank that the
proceeds  of each  Loan will be used to  purchase  portfolio  securities  in its
business as an investment company registered under the 1940 Act.

     11. OTHER  REPRESENTATIONS AND WARRANTIES.  Borrower further represents and
warrants to Bank that:

     (a) at no time shall the Collateral include any Pledged Securities or other
property  in an amount  such that  (without  taking any other  relationships  or
assets of Bank into  account)  Bank,  either upon  exercising  its rights  under
Section 18 below or otherwise, would become a holder of 10% or more of any class
of any equity  security of any issuer or would  become (or be presumed to be) an
affiliate of any issuer of securities  (as such term  "affiliate" is defined for
purposes of the Securities Act of 1933);

<PAGE>

     (b) Borrower is not an affiliate (as such term  "affiliate"  is defined for
purposes of the  Securities  Act of 1933) of the issuer of any Pledged  Security
(or other security included in the Collateral);

     (c) if any Pledged  Securities  are  "restricted  securities" as defined in
Rule 144 under the Securities Act of 1933,  then at least two years have elapsed
since the later of the date such Pledged  Securities were acquired by any Person
from the  issuer  thereof  or from an  affiliate  of such  issuer  (as such term
"affiliate"  is  defined  for  purposes  of the  Securities  Act of 1933),  and,
assuming that Bank is not an affiliate of the issuer of such securities (as such
term  "affiliate" is defined for purposes of the  Securities Act of 1933),  Bank
may, in the  exercise of its rights  under  Section 18 below,  sell such Pledged
Securities pursuant to paragraph (k) of such Rule 144;

     (d) Borrower (i) is a company duly organized,  validly existing and in good
standing  under the laws of the State of  Maryland,  (ii) is subject to and duly
registered as a management  investment  company in accordance with the 1940 Act,
(iii) is qualified to do business and is in good standing in all states in which
qualification  and good  standing  are  necessary in order for it to conduct its
business and own its property, and (iv) has all requisite power and authority to
conduct its business, to own its property, to execute and deliver this Agreement
and to perform its obligations hereunder;

     (e) this  Agreement  has been duly and validly  executed  and  delivered by
Borrower and  constitutes  a legal,  valid and binding  obligation  of Borrower,
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;

     (f) Borrower has taken all  necessary  action to authorize  the  execution,
delivery and performance of this Agreement, and such authorization, delivery and
performance do not and will not (i) violate its corporate  charter or by-laws or
any law, rule, regulation, order, judgment, injunction, decree, determination or
award  presently  in effect and  applicable  to it, (ii)  require any consent or
result in a breach of or  constitute  a default  under any  agreement,  lease or
instrument  to which it is a party  or by which it or any of its  assets  may be
bound or affected,  or (111) result in or require the creation or  imposition of
any Lien (other than in favor of Bank pursuant to this  Agreement)  upon or with
respect to any of the properties now owned or hereafter acquired by it;

<PAGE>

     (g) no recording,  order,  authorization,  consent, license,  registration,
approval,  exemption,  filing,  notice  or other  similar  action by or with any
governmental body,  governmental  official or other regulatory authority (except
such as have been  obtained  and  copies  or  confirmations  of which  have been
delivered  by Borrower to Bank) is or will be  necessary  (i) for the  legality,
validity,  binding effect or enforceability of this Agreement and the Collateral
Securities Account Agreement,  (ii) to permit the performance by Borrower of its
obligations under this Agreement in accordance with the terms thereof,  (iii) to
enable Bank to enforce its rights and remedies under this Agreement or under the
Collateral  Securities Account Agreement,  including any sale, transfer or other
disposition  by Bank of all or any part of the  Collateral or (iv) to create and
perfect the Lien  granted  under this  Agreement on the Pledged  Securities  and
other Collateral in the Pledge Account;

     (h) Borrower has no Indebtedness  other than  Indebtedness  permitted under
Section 16(a) below;

     (i) Borrower is not in default with respect to any of its Indebtedness;

     (j ) except as disclosed by it to Bank in writing prior to the date of this
Agreement,  there  is no  litigation  or other  proceeding  pending  or,  to its
knowledge,  threatened  against  or  affecting  Borrower  which,  if  determined
adversely  to it,  would have a  material  adverse  effect (i) on its  financial
condition, operations or business or (ii) on any of the Collateral; and

     (k) the audited  statement of assets and liabilities of Borrower as of June
30, 2002,  and the related  statement of operations  and statement of changes in
net assets for the  12-month  period then ended and the  unaudited  statement of
assets and  liabilities  of  Borrower  as of  November  30, 2002 and the related
statement  of  operations  and  statement  of  changes  in net  assets  for  the
five-month  period  then  ended,  copies of all of which  have  heretofore  been
delivered to Bank by Borrower,  and all other  statements  and data submitted in
writing in  connection  with the  request  for the credit  contemplated  by this
Agreement are true and correct, and said financials fairly present the financial
condition of Borrower as at the dates thereof and the results of its  operations
for the periods then ended,  and have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis, subject,  however,
to year-end audit  adjustments in the case of such financials for the five-month
period  ended  November 30, 2002.  Since  November 30, 2002,  there have been no
changes in the assets or  liabilities  or financial  condition of Borrower other
than changes in the ordinary  course of business,  and no such changes have been
materially adverse changes. Borrower has no knowledge of any liabilities that it
has at said dates,  contingent  or  otherwise,  not  reflected  in said  balance
sheets,  and Borrower  has not entered into any  commitments  or  contracts,  or
incurred any other liabilities,  which are not reflected in said balance sheets,
which  may  have a  materially  adverse  effect  upon its  financial  condition,
operations or business as now conducted.

<PAGE>

     12. REITERATION OF  REPRESENTATIONS.  The representations in Sections 9, 10
and 11 above  shall be deemed to be  repeated  by  Borrower  each time a Loan is
made.

     13.  ORIGINATION FEE. Upon execution of this Agreement,  Borrower shall pay
Bank an origination fee of $5,000 for the  establishment  of the credit facility
provided in this Agreement.

     14.  REPORTING.  (a) As soon as available,  and in any event within 45 days
after the close of each of the first six months of each fiscal year of Borrower,
commencing with the six months ending on May 31, 2003, Borrower shall deliver to
Bank its statement of assets and  liabilities  at the end of such six months and
its related  statement of operations  and statement of changes in net assets for
the portion of the fiscal year ending on the last day of such six months, all in
reasonable   detail  and  stating  in  comparative  form  the  figures  for  the
corresponding  date  and  period  in  the  previous  fiscal  year,  prepared  in
accordance with generally accepted accounting principles applied on a consistent
basis and  certified  by  Borrower's  chief  financial  or  accounting  officer,
subject, however, to year-end audit adjustments.

<PAGE>

     (b) As soon as  available,  and in any event within 90 days after the close
of each of its fiscal  years,  Borrower  shall  deliver to Bank its statement of
assets  and  liabilities  as at the close of such  fiscal  year and its  related
statement of  operations  and statement of changes in net assets for such fiscal
year, all in reasonable detail and stating in comparative form the figures as at
the close of and for the  previous  fiscal  year,  audited by  certified  public
accountants   satisfactory   to  Bank  and  accompanied  by  a  report  thereon,
satisfactory to Bank, issued by such accountants.

     (c) Promptly after the same are  available,  Borrower shall deliver to Bank
copies  of all  reports  and  other  material  that  Borrower  may  send  to its
shareholders.

     15. BORROWER'S OTHER AFFIRMATIVE  COVENANTS.  Borrower  covenants with Bank
that until the payment in full of all Loans,  all accrued  interest  thereon and
all other amounts payable by Borrower under this Agreement,  and the performance
by Borrower of all its obligations and covenants under this Agreement, it shall:

     (a)  maintain  and  preserve  its  existence  and all  rights,  privileges,
approvals and other authority adequate for the conduct of its business;

     (b)  promptly  notify Bank in writing of any  violation  by Borrower of any
law,  statute,  regulation or ordinance of any  governmental  entity,  or of any
agency  thereof,  applicable to it which would likely  materially  and adversely
affect the  Collateral  or the  financial  condition,  operations or business of
Borrower;

     (c) promptly notify Bank in writing of any default by Borrower with respect
to any of Borrower's Indebtedness;

     (d)  promptly  execute  and  deliver  to Bank such  Statements  of  Purpose
(Federal Reserve Form U-1's) under Regulation U of the Board of Governors of the
Federal  Reserve  System as Bank may request  from  Borrower  with regard to any
Pledged Securities; and

<PAGE>

     (e) promptly upon Bank's request therefor, deliver to Bank such information
and  documents  regarding  Borrower as Bank may from time to time  request  from
Borrower.

     16.  BORROWER'S  NEGATIVE  COVENANTS.  Borrower  covenants  that  until the
payment in full of all Loans, all accrued interest thereon and all other amounts
payable by Borrower under this Agreement, and the performance by Borrower of all
its obligations and covenants under this Agreement, Borrower shall not:

     (a) create,  incur, assume or permit to exist any Indebtedness,  except for
accounts payable incurred in the ordinary course of business,  Loans outstanding
hereunder and Indebtedness to affiliates of Bank; or

     (b) create,  incur,  assume or permit to exist any Lien on any  property or
assets now owned or  hereafter  acquired by  Borrower,  other than (i) Liens for
taxes  not  delinquent  or  which  are  being  contested  in good  faith  and in
appropriate  proceedings,  (ii) Liens in connection with workers'  compensation,
unemployment  insurance  or  social  security  obligations,   (iii)  mechanics',
workmen's,  materialmen's,  landlords', carriers' or other like Liens arising in
the ordinary course of business with respect to obligations which are not due or
which are being  contested in good faith,  (iv) Liens in favor of the securities
intermediary  under the Collateral  Securities  Account Agreement that are fully
and  unconditionally   subordinated  to  Bank's  security  interest  under  this
Agreement,  (v)  Liens  in favor  of  Bank,  and (v) in the  case of  Collateral
consisting of property held by or through Bank's  affiliates,  Liens in favor of
such affiliates.

     17. EVENTS OF DEFAULT.  It shall  constitute an Event of Default  hereunder
(and upon the occurrence  thereof the then outstanding  principal amount of each
Loan and all accrued interest thereon shall become  immediately due and payable,
without  demand,  presentment  or notice of any  kind,  all of which are  hereby
expressly waived) if at any time:

     (a) Borrower fails to pay the principal  amount of any Loan when and in the
amount due; or

<PAGE>

     (b) Borrower fails to make or pay when due any interest payment,  charge or
other amount  required to be made or paid by it under this  Agreement,  and such
failure continues for a period in excess of five Business Days; or

     (c) Borrower  fails to deliver into the Pledge  Account,  and/or  otherwise
give to Bank Effective Control over,  Collateral in accordance with Section 7(d)
above upon demand therefor made by Bank orally or in writing; or

     (d)  Borrower  fails to perform  or observe  any other  term,  covenant  or
condition  to be  performed  or  observed by it under this  Agreement,  and such
failure  continues  for a period  in  excess  of ten days  after  Bank has given
Borrower notice of such failure to perform or observe; or

     (e) any representation or warranty made by Borrower in Sections 9, 10 or 11
above proves to have been incorrect in any material  respect on any of the dates
as of which made or deemed to have been repeated; or

     (f) Borrower  defaults in the payment when due,  whether at stated maturity
or otherwise,  or within any applicable  grace period,  of any  Indebtedness  of
Borrower (other than Indebtedness under this Agreement) in a principal amount of
more than $100,000, whether now or hereafter existing; or

     (g) Borrower fails to perform any other term,  covenant or agreement on its
part to be  performed  under  any  agreement  or  instrument  (other  than  this
Agreement)  evidencing  or  securing  or  relating  to any  of its  Indebtedness
(whether now or hereafter existing) in a principal amount of more than $100,000,
or any event occurs or condition exists, if the effect of such failure, event or
condition is to cause,  or to permit the holder or holders of such  Indebtedness
(with or without  the giving of  notice,  lapse of time or both) to cause,  such
Indebtedness to become due prior to its stated maturity; or

     (h)(i)  Borrower  as  debtor  commences  a case  or  proceeding  under  any
bankruptcy,  insolvency,  reorganization,  liquidation,  dissolution, or similar
law, or seeks the  appointment  of a  receiver,  trustee,  custodian  or similar
official for itself or any substantial part of its property,  (ii) any such case
or  proceeding is commenced  against it, or another  seeks such an  appointment,
which (A) is  consented  to or not timely  contested  by it, (B)  results in the
entry of an order  for  relief,  such an  appointment,  or the entry of an order
having a similar effect,  or (C) is not dismissed within 60 days, (iii) it makes
a general assignment for the benefit of creditors,  or (iv) it admits in writing
its inability to pay its debts as they become due; or

<PAGE>

     (i) one or  more  judgments  or  orders  for the  payment  of  money  in an
aggregate amount in excess of $100,000 are rendered against Borrower and (A) the
same  remain  undischarged  for a period of 14 or more  consecutive  days during
which execution  thereof is not  effectively  stayed upon appeal or otherwise or
(B) any proceeding by a creditor to enforce the same is pending; or

     (j) any event or  circumstance  occurs which in the reasonable  judgment of
Bank  materially  impairs  the  creditworthiness  of  Borrower or its ability to
perform its payment or other obligations under this Agreement; or

     (k)  Borrower  (i)  materially  violates the 1940 Act in the conduct of its
business,  (ii)  ceases  to be  registered  under  the 1940 Act as a  management
investment company, or (iii) is dissolved or ceases to do business; or

     (1) PFPC Trust  Company (or such other  Person  then  acting as  securities
intermediary under the Collateral Securities Account Agreement) fails to perform
or observe any material term,  covenant or condition to be performed or observed
by it under the Collateral  Securities Account Agreement,  which, in Bank's sole
and absolute  judgment,  in any way materially  impairs or otherwise  materially
jeopardizes the enforcement of Bank's rights in the Collateral; or

     (m) the Collateral  Securities Account Agreement ceases at any time and for
any reason to be in full force and effect, provided, that any termination of the
Collateral  Securities  Account Agreement to which PFPC Trust Company is a party
that is strictly in accordance with the terms of Section 11 thereof shall not be
an Event of Default hereunder.

<PAGE>

     18. BANK'S RIGHTS AND REMEDIES. (a) If an Event of Default occurs hereunder
and is continuing,  then, in addition to having the right to exercise any rights
and remedies  available to a secured  creditor under  applicable law, Bank shall
have (i) the right (without being required to give any notice to Borrower except
as may be required in Section 18(c) below) to sell, publicly or privately,  at a
place of Bank's  choosing,  any or all of the  Collateral  and (in such order as
Bank in its sole and absolute discretion may determine) to apply the proceeds of
such sale to the payment of the principal of, and accrued (but unpaid)  interest
on, the Loans and of any other amounts payable by Borrower under this Agreement,
and (ii) the right to apply to the payment of such principal, interest and other
amounts  (in  such  order  as Bank  in its  sole  and  absolute  discretion  may
determine) any cash held by Bank as part of the  Collateral  pursuant to Section
7(j) above.

     (b) If any Pledged Securities or other items of Collateral are, in whole or
in part,  actually  convertible  into or  exchangeable  for  securities or other
property, then, upon the occurrence of an Event of Default and for so long as it
continues,  Bank  shall  have the right,  in its sole and  absolute  discretion,
instead of selling  such  Pledged  Securities  or other items of  Collateral  as
provided in Section  18(a) above,  to convert or exchange  them  pursuant to the
terms applicable  thereto, to apply any cash received by Bank in such conversion
or exchange to the payment of the principal of and accrued interest on the Loans
and of any other amounts payable by Borrower under this  Agreement,  and to sell
as provided in Section 18(a) above any  securities or other property it receives
in such conversion or exchange.

     (c) If any of the Pledged Securities and other items of Collateral are of a
type customarily sold 011 recognized  markets,  then no notification to Borrower
of any public or private sale thereof by Bank is  required,  provided,  however,
that if any such notice is required by  applicable  law with respect to any such
sale, then one Business Day's notice thereof shall be reasonable notification to
Borrower.

<PAGE>

     19. NO WAIVER.  No failure by Bank to exercise  any right,  power or remedy
under this Agreement,  and no delay by Bank in exercising any such right,  power
or remedy,  shall operate as a waiver  thereof;  nor shall any single or partial
exercise  of any such  right,  power or remedy  preclude  any  other or  further
exercise  thereof or the exercise by Bank of any other  right,  power or remedy.
The rights and remedies of Bank provided for in this  Agreement  are  cumulative
and not exclusive of any rights and remedies otherwise available.

     20.  ENTIRE  AGREEMENT;  AMENDMENTS.  This  Agreement  contains  the entire
agreement of the parties with respect to the Loans,  and,  except as provided in
Section 5(e) above,  no amendment,  modification,  termination  or waiver of any
provision  thereof or consent to a  departure  therefrom  by  Borrower  shall be
effective unless the same is in writing and signed by both Bank and Borrower.

     21.  SUCCESSORS AND ASSIGNS;  PARTICIPATIONS.  (a) This Agreement  shall be
binding  upon and shall  inure to the  benefit of the  parties  hereto and their
respective  representatives,  successors and assigns,  provided,  however,  that
except as  provided  in  Section 21 (b) below it may not be  assigned  by either
party hereto  without the prior written  consent of the other party hereto,  and
any purported assignment in violation of this provision shall be null and void.

     (b) Section 21(a) above notwithstanding, Bank may from time to time, in its
sole and absolute discretion and without Borrower's further consent,  (i) assign
this  Agreement  and the  Loans to any  affiliate  of Bank,  which is a bank (as
defined  in the 1940  Act),  or (ii) sell  participations  in any Loan or Loans,
provided,  however, that in the case of any such sale of participations,  Bank's
obligations under this Agreement shall remain unchanged and that it shall remain
solely responsible to Borrower for its performance thereof.

     22.  GOVERNING LAW;  JURISDICTION.  (a) This Agreement shall be governed by
and  construed  in  accordance  with the laws of the State of New York,  without
regard to the  conflict of law  principles  thereof.  Bank's  jurisdiction  as a
securities  intermediary  shall, for purposes of the New York Uniform Commercial
Code, be the State of New York.

<PAGE>

     (b) Any suit,  action or proceeding  with respect to this  Agreement or any
Loan 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
waive for such purpose any other  preferential  jurisdiction  by reason of their
present or future  domicile  or  otherwise.  Each of the parties  hereto  hereby
irrevocably  waives its right to trial by jury in any suit, action or proceeding
with respect to this Agreement or any Loan.

     23. NOTICES. Unless otherwise specified,  all notices and demands, given or
required to be given by any party hereto to any other party hereto,  shall be in
writing and shall be deemed to have been properly given if and when delivered in
person to the address set forth after the recipient's  name herein below or sent
by facsimile to the telephone  number set forth after the recipient' name herein
below or if sent by mail,  five (5) business  days after having been  deposited,
registered or certified mail, postage prepaid,  in any post office,  branch post
office or mail depository maintained by the U.S. Postal Service and addressed as
follows:


                  If to Bank, at:
                           CUSTODIAL TRUST COMPANY
                           101 Carnegie Center
                           Princeton, NJ 08540-6231
                           Attention: Loan Compliance Officer
                           Telephone: (609) 951-2313
                           Facsimile:  (609) 951-2317


                  If to Borrower, at:
                           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

<PAGE>

or to such other address or telephone number as each party may designate for
itself by like notice.

     24.  EXPENSES.  Borrower  shall  pay or,  at the  election  of Bank,  shall
reimburse  Bank  for  paying,  (a)  all  reasonable  costs,  fees  and  expenses
(including  reasonable  attorneys' fees) incurred by Bank in connection with the
enforcement of this Agreement and Bank's  security  interest in the  Collateral,
and (b) all transfer,  stamp, documentary or other similar taxes, assessments or
charges  levied by any tax or other  governmental  authority  in respect of this
Agreement  or any Loan (but not  including  any taxes  imposed on or measured by
Bank's overall net income).

     25. SEVERABILITY. If any provision of this Agreement is invalid, illegal or
unenforceable in any jurisdiction,  the validity, legality and enforceability of
the remaining  provisions  of this  Agreement  (and the  validity,  legality and
enforceability  of  such  provision  in any  other  jurisdiction)  shall  not be
affected or impaired thereby.

     26.  MISCELLANEOUS.  (a) All  agreements,  representations  and  warranties
contained in this  Agreement  shall  survive the  execution and delivery of this
Agreement and the making of any Loan.

     (b) Bank shall not be under any obligation at any time to ascertain whether
Borrower is in compliance  with the 1940 Act, the  regulations  thereunder,  the
provisions of its charter documents or by-laws, or its investment objectives and
policies as then in effect.

     (c) Bank shall be held to the  exercise of  reasonable  care in the custody
and  preservation  of the Collateral in its  possession,  and shall be deemed to
have exercised such care if such Collateral is accorded treatment  substantially
equal to that which Bank accords to its own property.

     (d) Except to the extent that  pursuant to Section  26(c) above Bank may be
liable to Borrower  for Bank's  negligence  in the custody and  preservation  of
Collateral in Bank's possession,  and except as may be otherwise provided in the
matter of collateral by applicable  provisions of the Uniform Commercial Code as
in effect in the State of New York, Bank shall be without  liability to Borrower
for any loss,  damage,  cost,  expense,  liability or claim which does not arise
from willful  misfeasance,  bad faith or gross negligence on the part of Bank in
taking or omitting to take any action under this Agreement.

<PAGE>

     (d) Bank shall have the continuing and exclusive right to apply any and all
payments to any portion of the Loans.  All payments by Borrower to Bank pursuant
to this Agreement shall be made without set-off, and none of such payments shall
be subject to any counterclaim by Borrower.  To the extent that Borrower makes a
payment  or  Bank  receives  any  payment  for  Borrower's  benefit,   which  is
subsequently invalidated,  declared to be fraudulent or preferential,  set aside
or required  to be repaid to a trustee,  debtor in  possession,  receiver or any
other party under any bankruptcy,  reorganization  or insolvency law, common law
or equitable cause, then, to such extent,  the obligation  hereunder of Borrower
which was to have been  satisfied by such payment  shall be revived and continue
as if such payment had not been received by Bank.

     (e) 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.

     (f) 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.


<PAGE>


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


                        BOULDER GROWTH & INCOME FUND


                        By: /s/ Carl Johns
                        Name: Carl Johns
                        Title: Vice President and Chief Financial Officer



                        CUSTODIAL TRUST COMPANY


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


<PAGE>


                                   SCHEDULE A


        Collateral Type                         Loan Value
                                                (as a % of Market Value)


                                                Initial          Maintenance
Cash                                            100%             100%


Equity securities
(U.S. issuers only)                             50%             66.6%

</TEXT>
</DOCUMENT>
