<DOCUMENT>
<TYPE>EX-99.2K
<SEQUENCE>9
<FILENAME>taagreementpfpc090203.txt
<DESCRIPTION>EXHIBIT (2)(K)(I) TRANSFER AGENCY AGREEMENT PFPC
<TEXT>
EXHIBIT 99.(2)(k)(i)
TRANSFER AGENCY AGREEMENT WITH PFPC


                       TRANSFER AGENCY SERVICES AGREEMENT


          THIS  AGREEMENT  is made as of  September  2, 2003 by and between PFPC
     INC., a Massachusetts  corporation ("PFPC"),  BOULDER GROWTH & INCOME FUND,
     INC.,  a Maryland  corporation  (the  "Fund")  and solely  with  respect to
     Sections  11,  12 and  16  hereby,  Fund  Administrative  Services,  L.L.C.
     ("FAS").

                              W I T N E S S E T H:

          WHEREAS,  the Fund  wishes  to  retain  PFPC to serve as its  transfer
     agent, registrar, dividend disbursing agent and shareholder servicing agent
     and PFPC wishes to furnish such services.

          NOW, THEREFORE,  in consideration of the premises and mutual covenants
     herein  contained,  and intending to be legally  bound hereby,  the parties
     hereto agree as follows:

     1. Definitions. As Used in this Agreement:

          (a)  "1933 Act" means the Securities Act of 1933, as amended.

          (b)  "1934 Act" means the Securities Exchange Act of 1934, as amended.

          (c)  "Authorized  Person"  means any officer of the Fund and any other
               person  duly  authorized  by the  Fund's  Board of  Directors  or
               Trustees to give Oral  Instructions  and Written  Instructions on
               behalf of the Fund. An Authorized Person's scope of authority may
               be limited by setting forth such limitation in a written document
               signed by both parties hereto.

          (d)  "CEA" means the Commodities Exchange Act, as amended.

          (e)  "Oral Instructions" mean oral instructions  received by PFPC from
               an Authorized Person or from a person reasonably believed by PFPC
               to be an Authorized  Person.  PFPC may, in its sole discretion in
               each separate  instance,  consider and rely upon  instructions it
               receives from an Authorized  Person via  electronic  mail as Oral
               Instructions.

<PAGE>

          (f)  "SEC" means the Securities and Exchange Commission.

          (g)  "Securities  Laws" mean the 1933 Act,  the 1934 Act, the 1940 Act
               and the CEA.

          (h)  "Shares" mean the shares of beneficial  interest of any series or
               class of the Fund.

          (i)  "Written Instructions" mean (i) written instructions signed by an
               Authorized Person and received by PFPC or (ii) trade instructions
               transmitted  (and  received  by PFPC)  by means of an  electronic
               transaction  reporting  system access to which  requires use of a
               password or other authorized identifier.  The instructions may be
               delivered  by  hand,  mail,  tested  telegram,  cable,  telex  or
               facsimile sending device.

     2. Appointment. The Fund hereby appoints PFPC to serve as transfer agent,
     registrar, dividend disbursing agent and shareholder servicing agent to the
     Fund in accordance with the terms set forth in this Agreement. PFPC accepts
     such  appointment  and agrees to furnish  such  services.

     3. Delivery of Documents. The Fund has provided or, where applicable,  will
     provide PFPC with the following:

          (a)  At  PFPC's  request,  certified  or  authenticated  copies of the
               resolutions  of  the  Fund's  Board  of  Directors  or  Trustees,
               approving the  appointment  of PFPC or its  affiliates to provide
               services to the Fund and approving this Agreement;

          (b)  A  copy  of  the  Fund's  most  recent   effective   registration
               statement;

          (c)  A copy of the advisory agreement of the Fund;

          (d)  A copy of the distribution/underwriting agreement with respect to
               each class of Shares of the Fund;

<PAGE>

          (e)  A copy of the  Fund's  administration  agreements  if PFPC is not
               providing the Fund with such services;

          (f)  Copies of any distribution and/or shareholder servicing plans and
               agreements made in respect of the Fund;

          (g)  A copy of the Fund's organizational  documents, as filed with the
               state in which the Fund is organized; and

          (h)  Copies  (certified or authenticated  where applicable) of any and
               all amendments or supplements to the foregoing.

     4.  Compliance with Rules and  Regulations.  PFPC undertakes to comply with
     all applicable  requirements of the Securities Laws and any laws, rules and
     regulations of governmental authorities having jurisdiction with respect to
     the duties to be performed by PFPC hereunder.  Except as  specifically  set
     forth herein,  PFPC assumes no  responsibility  for such  compliance by the
     Fund or any other entity.

     5. Instructions.

          (a)  Unless otherwise provided in this Agreement,  PFPC shall act only
               upon Oral Instructions or Written Instructions.

          (b)  PFPC  shall be  entitled  to rely  upon any Oral  Instruction  or
               Written  Instruction  it receives from an  Authorized  Person (or
               from a person  reasonably  believed  by PFPC to be an  Authorized
               Person) pursuant to this Agreement. PFPC may assume that any Oral
               Instruction or Written  Instruction  received hereunder is not in
               any  way  inconsistent  with  the  provisions  of  organizational
               documents  or  this  Agreement  or of  any  vote,  resolution  or
               proceeding of the Fund's Board of Directors or Trustees or of the
               Fund's  shareholders,  unless  and until  PFPC  receives  Written
               Instructions to the contrary.

<PAGE>

          (c)  The  Fund  agrees  to  forward  to  PFPC   Written   Instructions
               confirming  Oral  Instructions  so that PFPC receives the Written
               Instructions  by the close of  business on the same day that such
               Oral  Instructions  are received.  The fact that such  confirming
               Written  Instructions are not received by PFPC or differ from the
               Oral Instructions  shall in no way invalidate the transactions or
               enforceability  of  the  transactions   authorized  by  the  Oral
               Instructions   or   PFPC's   ability   to  rely  upon  such  Oral
               Instructions.  Where Oral  Instructions  or Written  Instructions
               reasonably  appear  to have  been  received  from  an  Authorized
               Person,  PFPC shall incur no liability to the Fund in acting upon
               such Oral  Instructions  or Written  Instructions  provided  that
               PFPC's  actions   comply  with  the  other   provisions  of  this
               Agreement.

     6. Right to Receive Advice.

          (a)  Advice  of the  Fund.  If PFPC is in  doubt as to any  action  it
               should or should not take, PFPC may request directions or advice,
               including Oral  Instructions  or Written  Instructions,  from the
               Fund.

          (b)  Advice of Counsel.  If PFPC shall be in doubt as to any  question
               of law  pertaining  to any  action it should or should  not take,
               PFPC may request advice from counsel of its own choosing (who may
               be counsel for the Fund, the Fund's  investment  adviser or PFPC,
               at the option of PFPC).

          (c)  Conflicting Advice. In the event of a conflict between directions
               or advice  or Oral  Instructions  or  Written  Instructions  PFPC
               receives from the Fund,  and the advice it receives from counsel,
               PFPC may rely upon and follow the advice of counsel.

<PAGE>

          (d)  Protection  of PFPC.  PFPC  shall be  protected  in any action it
               takes or does not take in reliance  upon  directions or advice or
               Oral  Instructions  or Written  Instructions it receives from the
               Fund or from counsel and which PFPC believes,  in good faith,  to
               be   consistent   with  those   directions   or  advice  or  Oral
               Instructions  or Written  Instructions.  Nothing in this  section
               shall be construed so as to impose an obligation upon PFPC (i) to
               seek such  directions or advice or Oral  Instructions  or Written
               Instructions,  or (ii) to act in accordance  with such directions
               or advice or Oral  Instructions or Written  Instructions  unless,
               under the terms of other  provisions of this Agreement,  the same
               is a  condition  of PFPC's  properly  taking or not  taking  such
               action.

     7. Records; Visits. The books and records pertaining to the Fund, which are
     in the  possession  or under the control of PFPC,  shall be the property of
     the Fund.  Such books and  records  shall be  prepared  and  maintained  as
     required by the 1940 Act and other  applicable  securities  laws, rules and
     regulations.  The Fund and  Authorized  Persons  shall have  access to such
     books and records at all times during PFPC's normal  business  hours.  Upon
     the  reasonable  request of the Fund,  copies of any such books and records
     shall be provided by PFPC to the Fund or to an  Authorized  Person,  at the
     Fund's expense.

<PAGE>

     8.  Confidentiality.  Each party shall keep  confidential  any  information
     relating  to  the  other  party's  business  ("Confidential  Information").
     Confidential  Information shall include (a) any data or information that is
     competitively  sensitive  material,  and not generally known to the public,
     including,  but not limited to, information about product plans,  marketing
     strategies,   finances,   operations,   customer  relationships,   customer
     profiles,  customer lists,  sales  estimates,  business plans, and internal
     performance  results  relating  to the past,  present  or  future  business
     activities  of  the  Fund  or  PFPC,  their  respective   subsidiaries  and
     affiliated  companies  and the  customers,  clients and suppliers of any of
     them;  (b)  any  scientific  or  technical  information,  design,  process,
     procedure, formula, or improvement that is commercially valuable and secret
     in  the  sense  that  its  confidentiality  affords  the  Fund  or  PFPC  a
     competitive  advantage  over  its  competitors;  (c)  all  confidential  or
     proprietary  concepts,   documentation,   reports,  data,   specifications,
     computer  software,  source  code,  object code,  flow  charts,  databases,
     inventions,  know-how,  and trade  secrets,  whether or not  patentable  or
     copyrightable; and (d) anything designated as confidential. Notwithstanding
     the  foregoing,  information  shall not be subject to such  confidentiality
     obligations if it: (a) is already known to the receiving  party at the time
     it is obtained;  (b) is or becomes  publicly known or available  through no
     wrongful act of the  receiving  party;  (c) is  rightfully  received from a
     third party who, to the best of the  receiving  party's  knowledge,  is not
     under a duty of confidentiality;  (d) is released by the protected party to
     a third party without  restriction;  (e) is required to be disclosed by the
     receiving  party  pursuant to a  requirement  of a court  order,  subpoena,
     governmental or regulatory agency or law (provided the receiving party will
     provide the other party written notice of such  requirement,  to the extent
     such notice is  permitted);  (f) is relevant to the defense of any claim or
     cause of action asserted against the receiving party; or (g) has been or is
     independently developed or obtained by the receiving party.

<PAGE>

     9.  Cooperation  with  Accountants.  PFPC shall  cooperate  with the Fund's
     independent public accountants and shall take all reasonable actions in the
     performance  of its  obligations  under this  Agreement  to ensure that the
     necessary  information  is  made  available  to  such  accountants  for the
     expression of their opinion, as required by the Fund.

     10. PFPC System.  PFPC shall  retain title to and  ownership of any and all
     data bases, computer programs, screen formats, report formats,  interactive
     design techniques, derivative works, inventions, discoveries, patentable or
     copyrightable matters,  concepts,  expertise,  patents,  copyrights,  trade
     secrets, and other related legal rights utilized by PFPC in connection with
     the services  provided by PFPC to the Fund.

     11. Disaster  Recovery.  PFPC shall enter into and shall maintain in effect
     with  appropriate   parties  one  or  more  agreements   making  reasonable
     provisions for emergency use of electronic data processing equipment to the
     extent  appropriate  equipment  is  available.  In the  event of  equipment
     failures,  PFPC shall,  at no  additional  expense to the Fund or FAS, take
     reasonable  steps to  minimize  service  interruptions.  PFPC shall have no
     liability with respect to the loss of data or service  interruptions caused
     by equipment  failure,  provided such loss or interruption is not caused by
     PFPC's own willful misfeasance, bad faith, negligence or reckless disregard
     of its duties or obligations  under this Agreement.

     12. Compensation.  As compensation for services rendered by PFPC during the
     term of this Agreement, FAS will pay to PFPC a fee or fees as may be agreed
     to from time to time in writing by FAS and PFPC.  PFPC  agrees that it will
     not look to the Fund for  compensation of its services  hereunder but shall
     look  solely to FAS.  The Fund and FAS  acknowledges  that PFPC may receive
     float benefits and/or  investment  earnings in connection with  maintaining
     certain accounts required to provide services under this Agreement.

<PAGE>

     13.  Indemnification.  The Fund agrees to indemnify  and hold harmless PFPC
     and its affiliates from all taxes, charges, expenses,  assessments,  claims
     and liabilities (including, without limitation,  reasonable attorneys' fees
     and disbursements and liabilities arising under the Securities Laws and any
     state  and  foreign  securities  and blue sky  laws)  arising  directly  or
     indirectly  from  any  action  or  omission  to act  which  PFPC  takes  in
     connection  with the provision of services to the Fund.  Neither PFPC,  nor
     any of its affiliates,  shall be indemnified  against any liability (or any
     expenses  incident to such  liability)  caused by PFPC's or its affiliates'
     own willful misfeasance, bad faith, negligence or reckless disregard of its
     duties and obligations  under this Agreement,  provided that in the absence
     of a finding to the contrary the acceptance,  processing and/or negotiation
     of a fraudulent payment for the purchase of Shares shall be presumed not to
     have been the result of PFPC's or its affiliates  own willful  misfeasance,
     bad faith, negligence or reckless disregard of such duties and obligations.

     14.  Responsibility  of PFPC.

          (a)  PFPC  shall  be under no duty to take  any  action  hereunder  on
               behalf of the Fund except as specifically  set forth herein or as
               may be  specifically  agreed to by PFPC and the Fund in a written
               amendment  hereto.  PFPC shall be obligated to exercise  care and
               diligence in the  performance of its duties  hereunder and to act
               in good  faith in  performing  services  provided  for under this
               Agreement.  PFPC shall be liable only for any damages arising out
               of PFPC's  failure to perform its duties under this  Agreement to
               the extent such damages arise out of PFPC's willful  misfeasance,
               bad faith, negligence or reckless disregard of such duties.

<PAGE>

          (b)  Without  limiting the generality of the foregoing or of any other
               provision  of this  Agreement,  (i) PFPC  shall not be liable for
               losses beyond its control,  including without limitation (subject
               to Section  11),  delays or errors or loss of data  occurring  by
               reason of circumstances beyond PFPC's control, provided that PFPC
               has acted in  accordance  with the  standard set forth in Section
               14(a)  above;  and  (ii)  PFPC  shall  not be  under  any duty or
               obligation  to  inquire  into and  shall  not be  liable  for the
               validity or  invalidity  or authority or lack thereof of any Oral
               Instruction or Written  Instruction,  notice or other  instrument
               which conforms to the applicable  requirements of this Agreement,
               and which PFPC reasonably believes to be genuine.

          (c)  Notwithstanding  anything  in  this  Agreement  to the  contrary,
               neither  PFPC  nor  its  affiliates   shall  be  liable  for  any
               consequential,  special or indirect losses or damages, whether or
               not the likelihood of such losses or damages was known by PFPC or
               its affiliates.

          (d)  No party may assert a cause of action hereunder against any party
               hereto more that 12 months after the date on which the  asserting
               became aware of such cause of action.

          (e)  Each party  shall have a duty to  mitigate  damages for which the
               other party may become responsible.

     15.  Description  of  Services.

          (a)  Shareholder  Information.  PFPC  shall  maintain  a record of the
               number of Shares held by each  Shareholder  of record which shall
               include name,  address,  taxpayer  identification and which shall
               indicate   whether  such  Shares  are  held  in  certificates  or
               uncertificated form.

<PAGE>

          (b)  Shareholder  Services.  PFPC shall respond as  appropriate to all
               inquiries  and  communications  from  Shareholders   relating  to
               Shareholder  accounts with respect to its duties hereunder and as
               may be from time to time  mutually  agreed upon  between PFPC and
               the Fund.

          (c)  Share Certificates.

               (i)  At the expense of the Fund,  the Fund shall supply PFPC with
                    an adequate supply of blank share  certificates to meet PFPC
                    requirements  therefor.  Such  Share  certificates  shall be
                    properly   signed  by  facsimile.   The  Fund  agrees  that,
                    notwithstanding  the death,  resignation,  or removal of any
                    officer  of  the  Fund  whose  signature   appears  on  such
                    certificates,  PFPC or its agent may continue to countersign
                    certificates  which  bear such  signatures  until  otherwise
                    directed by Written Instructions.

               (ii) PFPC shall issue replacement  Share  certificates in lieu of
                    certificates which have been lost, stolen or destroyed, upon
                    receipt by PFPC of  properly  executed  affidavits  and lost
                    certificate  bonds,  in form  satisfactory to PFPC, with the
                    Fund and PFPC as obligees under the bond.

               (iii)PFPC  shall  also  maintain  a  record  of each  certificate
                    issued,  the number of Shares  represented  thereby  and the
                    Shareholder  of record.  With respect to Shares held in open
                    accounts or uncertificated  form (i.e., no certificate being
                    issued with respect thereto) PFPC shall maintain  comparable
                    records of the Shareholders thereof,  including their names,
                    addresses  and taxpayer  identification.  PFPC shall further
                    maintain  a stop  transfer  record on lost  and/or  replaced
                    certificates.

          (d)  Mailing  Communications  to  Shareholders.  PFPC will address and
               mail to Shareholders of the Fund, all proxy materials and reports
               to Shareholders, dividend and distribution notices.

          (e)  Transfer of Shares.

               (i)  PFPC  shall  process  all  requests  to  transfer  Shares in
                    accordance  with the  transfer  procedures  set forth in the
                    Fund's Prospectus.

<PAGE>

               (ii) PFPC  will   transfer   Shares   upon   receipt  of  Written
                    Instructions  or otherwise  pursuant to the  Prospectus  and
                    Share certificates,  if any, properly endorsed for transfer,
                    accompanied  by such  documents as PFPC  reasonably may deem
                    necessary.

               (iii)PFPC  reserves the right to refuse to transfer  Shares until
                    it is satisfied that the endorsement on the  instructions is
                    valid and genuine. PFPC also reserves the right to refuse to
                    transfer  Shares  until it is satisfied  that the  requested
                    transfer  is  legally  authorized,  and it  shall  incur  no
                    liability for the refusal,  in good faith, to make transfers
                    which  PFPC  in  its  good   judgment,   deems  improper  or
                    unauthorized, or until it is reasonably satisfied that there
                    is no basis to any claims adverse to such transfer.

          (f)  Dividends.

               (i)  Upon the declaration of each dividend and each capital gains
                    distribution  by the  Board of  Directors  of the Fund  with
                    respect  to Shares of the Fund,  the Fund  shall  furnish or
                    cause to be furnished to PFPC Written  Instructions  setting
                    forth  the  date  of the  declaration  of such  dividend  or
                    distribution,  the  ex-dividend  date,  the date of  payment
                    thereof,  the record date as of which Shareholders  entitled
                    to payment shall be determined, the amount payable per Share
                    to the  Shareholders  of record as of that  date,  the total
                    amount payable on the payment date and whether such dividend
                    or distribution is to be paid in Shares at net asset value.

               (ii) On or before the payment date  specified in such  resolution
                    of the Board of  Directors,  the Fund will provide PFPC with
                    sufficient  cash  to make  payment  to the  Shareholders  of
                    record as of such payment date.

               (iii)If PFPC does not  receive  sufficient  cash from the Fund to
                    make total  dividend  and/or  distribution  payments  to all
                    Shareholders  of the Fund as of the record date,  PFPC will,
                    upon   notifying   the  Fund,   withhold   payment   to  all
                    Shareholders   of  record  as  of  the  record   date  until
                    sufficient cash is provided to PFPC.

          (g)  Miscellaneous

               In addition to and  neither in lieu nor in  contravention  of the
               services set forth above,  PFPC shall:  perform all the customary
               services  of a transfer  agent,  registrar,  dividend  disbursing
               agent and agent of the dividend  reinvestment  and cash  purchase
               plan as described  herein  consistent with those  requirements in
               effect as at the date of this Agreement. The detailed definition,
               frequency,  limitations and associated  costs (if any) set out in
               the agreed upon fees, include but are not limited to: maintaining
               all Shareholder  accounts,  preparing  Shareholder meeting lists,
               mailing proxies,  tabulating proxies, mailing Shareholder reports
               to current  Shareholders,  withholding taxes on U.S. resident and
               non-resident  alien  accounts  where  applicable,  preparing  and
               filing U.S. Treasury  Department Forms 1099 and other appropriate
               forms  required  with respect to dividends and  distributions  by
               federal authorities for all registered Shareholders.

<PAGE>

     16.  Duration  and   Termination.   This  Agreement  shall  continue  until
     terminated by the Fund or by PFPC on sixty (60) days' prior written  notice
     to the other party. In the event the Fund gives notice of termination,  all
     reasonable  expenses  associated with movement (or  duplication) of records
     and materials and conversion thereof to a successor transfer agent or other
     service  provider,  and all reasonable  trailing expenses incurred by PFPC,
     will be borne by FAS.

     17.  Notices.  Notices  shall be addressed  (a) if to PFPC, at 400 Bellevue
     Parkway,  Wilmington,  Delaware 19809, Attention:  President; (b) if to the
     Fund, at 1680 38th Street, Suite 800, Boulder,  Colorado 80301,  Attention:
     President or (c) if to neither of the  foregoing,  at such other address as
     shall  have been given by like  notice to the sender of any such  notice or
     other  communication  by the other party.  If notice is sent by  confirming
     telegram,  cable,  telex or facsimile sending device, it shall be deemed to
     have been given  immediately.  If notice is sent by  first-class  mail,  it
     shall be deemed to have been given three days after it has been mailed.  If
     notice is sent by  messenger,  it shall be deemed to have been given on the
     day it is delivered.

     18.  Amendments.  This  Agreement,  or any term thereof,  may be changed or
     waived  only by a  written  amendment,  signed by the  party  against  whom
     enforcement of such change or waiver is sought.

     19. Assignment. PFPC may assign this Agreement to any majority-owned direct
     or indirect  subsidiary of The PNC Financial Services Group, Inc., provided
     that PFPC remains responsible for the action of its assignees.

<PAGE>

     20.   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
     counterparts,  each of which shall be deemed an original,  but all of which
     together shall constitute one and the same instrument.

     21.  Further  Actions.  Each party  agrees to perform such further acts and
     execute such further  documents as are necessary to effectuate the purposes
     hereof.

     22. Miscellaneous.

          (a)  Entire  Agreement.  This Agreement  embodies the entire agreement
               and  understanding  between the parties and  supersedes all prior
               agreements  and  understandings  relating to the  subject  matter
               hereof,  provided  that the  parties  may  embody  in one or more
               separate  documents  their  agreement,  if any,  with  respect to
               delegated duties.

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

          (c)  Governing  Law. This  Agreement  shall be deemed to be a contract
               made in Delaware and governed by Delaware law,  without regard to
               principles of conflicts of law.

          (d)  Partial  Invalidity.  If any provision of this Agreement shall be
               held  or  made  invalid  by a court  decision,  statute,  rule or
               otherwise,  the remainder of this Agreement shall not be affected
               thereby.

<PAGE>

          (e)  Successors and Assigns.  This Agreement shall be binding upon and
               shall  inure to the  benefit  of the  parties  hereto  and  their
               respective successors and permitted assigns.

          (f)  No Representations or Warranties. Except as expressly provided in
               this Agreement,  PFPC hereby  disclaims all  representations  and
               warranties,  express  or  implied,  made to the Fund or any other
               person, including,  without limitation,  any warranties regarding
               quality, suitability,  merchantability,  fitness for a particular
               purpose or  otherwise  (irrespective  of any  course of  dealing,
               custom or usage of trade),  of any services or any goods provided
               incidental  to  services  provided  under  this  Agreement.  PFPC
               disclaims  any  warranty of title or  non-infringement  except as
               otherwise set forth in this Agreement.

          (g)  Facsimile  Signatures.  The  facsimile  signature of any party to
               this Agreement shall  constitute the valid and binding  execution
               hereof by such party.


<PAGE>


          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
     be executed as of the day and year first above written.

                                  PFPC INC.

                                  By:     /s/ Michael G. McCarthy
                                          Michael G. McCarthy
                                  Title:  Senior V.P. and General Manager


                                  BOULDER GROWTH & INCOME FUND, INC.

                                  By:     /s/ Carl Johns
                                  Title:  V.P. & Treasurer


                                  Solely with respect to Sections 11, 12 and 16:
                                  FUND  ADMINISTRATIVE SERVICES, L.L.C. -

                                  By:     /s/ Stephen C. Miller
                                  Title:  Pres.


<PAGE>


                                September 2, 2003

BOULDER GROWTH & INCOME FUND, INC.

     Re: Transfer Agency Services Fees

Dear Sir/Madam:

     This letter  constitutes  our agreement with respect to  compensation to be
paid to PFPC  Inc.  ("PFPC")  under  the  terms of a  Transfer  Agency  Services
Agreement  dated  September  2, 2003 between  Boulder  Growth & Income Fund (the
"Fund"),  Fund  Administrative  Services,  L.L.C. ("you" or "FAS") and PFPC (the
"Agreement") for service  provided on behalf of the Fund.  Pursuant to paragraph
12 of the Agreement,  and in consideration of the services to be provided to the
Fund,  FAS will pay PFPC certain fees and reimburse  PFPC for its  out-of-pocket
expenses incurred on the Fund's behalf, as follows:

Monthly Base Fee:

               $2,083.33 per month.

Out-of-Pocket Expenses.  Out-of-Pocket Expenses include, but are not limited to,
postage (direct pass through to the Fund), telephone and telecommunication costs
(including  all  lease,   maintenance  and  line  costs),   proxy  solicitations
(including  mailings and  tabulations),  shipping,  certified and overnight mail
(including related  insurance),  terminals,  communication  lines,  printers and
other equipment and any expenses  incurred in connection with such terminals and
lines, duplicating services, distribution and redemption check issuance, courier
services, Federal Reserve charges for check clearance,  overtime (as approved by
the Fund),  temporary staff (as approved by the Fund),  travel and entertainment
(as approved by the Fund), record retention (including retrieval and destruction
costs,  exit fees charged by third party record  keeping  vendors),  third party
audit reviews, insurance.

     Any fee or  out-of-pocket  expenses  not paid within 30 days of the date of
the  original  invoice  will be charged a late payment fee of 1% per month until
payment of the fees are received by PFPC.


<PAGE>


     If the foregoing  accurately  sets forth our agreement and you intend to be
legally bound thereby, please execute a copy of this letter and return it to us.

                                        Very truly yours,

                                        PFPC INC.


                                        By:     /s/ Michael M. McCarthy

                                        Name:   Michael M. McCarthy

                                        Title:  Senior V.P. and General Manager


     Agreed and Accepted:

     BOULDER GROWTH & INCOME FUND, INC.


     By:        /s/ Carl Johns

     Name:      Carl Johns

     Title:     V.P. & Treasurer

</TEXT>
</DOCUMENT>
