SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by Registrant [ X ]
Filed by a Party other than the Registrant [  ]
Check the appropriate box:

[   ]  Preliminary Proxy Statement
[   ]  Confidential, for Use of the Commission Only (as permitted by
       Rule 14a-6(e)(2))
[ X ]  Definitive Proxy Statement
[   ]  Definitive Additional Materials
[   ]  Soliciting Material Pursuant to Sec. 240.14a-12

                       BOULDER GROWTH & INCOME FUND, INC.
                (Name of Registrant as Specified In Its Charter)


                   (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

[ X ]   No fee required.

[   ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

         1)       Title of each class of securities to which transactions
                  applies:

         2)       Aggregate number of securities to which transaction applies:

         3)       Per unit price or other underlying value of transaction
                  computed pursuant to Exchange Act Rule 0-11 (Set forth the
                  amount on which the filing fee is calculated and state how it
                  was determined):

         4)       Proposed maximum aggregate value of transaction:

         5)       Total fee paid:

[   ]  Fee paid previously with preliminary materials.

[   ]  Check box if any part of the fee is offset as provided by Exchange
       Act Rule 0-11(a)(2) and identity the filing for which the offsetting
       fee was paid previously. Identify the previous filing by registration
       statement number, or the Form or Schedule and the date of its filing.

         1) Amount Previously Paid:
         2) Form, Schedule or Registration Statement No.:
         3) Filing Party:
         4) Date Filed:




[GRAPHIC OMITTED]                             BOULDER GROWTH & INCOME FUND, INC.
                                                     1680 38TH STREET, SUITE 800
                                                        BOULDER, COLORADO  80301


April 5, 2004



Dear Fellow Stockholder,

     You are cordially invited to attend the 2004 Annual Meeting of Stockholders
of Boulder  Growth & Income  Fund,  Inc.,  which will be held on May 18, 2004 at
9:00 a.m.  Mountain  Standard  Time (local  time),  at the  Doubletree La Posada
Resort, 4949 E. Lincoln Drive,  Scottsdale,  Arizona. Details of the business to
be  presented at the meeting can be found in the  accompanying  Notice of Annual
Meeting and Proxy Statement.

     This is a very important meeting at which a number of corporate  governance
initiatives  are being  proposed.  These  "Corporate  Governance  Proposals" are
described in the accompanying  Proxy Statement.  Your prompt  consideration  and
participation in voting on the various proposals is strongly encouraged.

     The  proposals are intended to implement a number of what might be referred
to  as  "shareholder-friendly"  practices  in  the  corporate  governance  area.
Generally,  the  proposals  eliminate  or  modify a number  of  current  charter
provisions  that are often  viewed as  limiting  accountability  and  insulating
management  from  stockholders.  In  particular,  one of the proposals  seeks to
"declassify"  the Board of Directors so that each Director is elected  annually.
The  Board of  Directors  thinks it is  important  for  stockholders  to have an
enhanced  say in the  direction  of the Fund  and  believes  that the  Corporate
Governance Proposals effectively promote this goal.

     As Chairman of the Board, I encourage you to support each of the proposals.
After  careful  review by the  independent  directors,  the  Board of  Directors
unanimously  approved and has recommended to stockholders that they approve each
of the proposals.

     We hope you plan to attend the meeting. Your vote is important.  Whether or
not you are able to attend,  it is important  that your shares be represented at
the  Meeting.  Accordingly,  we ask that you  please  sign,  date and return the
enclosed  Proxy Card or vote via  telephone  or the  Internet  at your  earliest
convenience.

     On behalf of the Board of Directors and the  management of Boulder Growth &
Income Fund, I extend our appreciation for your continued support.

Sincerely,

/s/ Stephen C. Miller

Stephen C. Miller
Chairman of the Board





[GRAPHIC OMITTED]                             BOULDER GROWTH & INCOME FUND, INC.
                                                     1680 38TH STREET, SUITE 800
                                                        BOULDER, COLORADO  80301


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                           To Be Held on May 18, 2004


To the Stockholders:

     Notice is hereby given that the Annual Meeting of  Stockholders  of Boulder
Growth & Income Fund, Inc. (the "Fund"), a Maryland corporation, will be held at
the Doubletree La Posada Resort, 4949 E. Lincoln Drive,  Scottsdale,  Arizona at
9:00  a.m.  Mountain  Standard  Time  (local  time),  on May 18,  2004,  for the
following purposes:

1.   The election of Directors of the Fund (Proposal 1).

2.   An amendment to the Fund's charter (the  "Charter") to declassify the Board
     and provide for annual election of Directors (Proposal 2).

3.   An amendment to the Charter  providing that Directors shall be elected by a
     plurality of votes cast at a meeting at which a quorum is present (Proposal
     3).

4.   An amendment to the Charter  providing that the Secretary of the Fund shall
     call a special stockholders meeting upon the written request of the holders
     of 25% of outstanding shares entitled to vote at the meeting (Proposal 4).

5.   An amendment to the Charter vesting in the  stockholders the power to amend
     or adopt  Bylaws by the  affirmative  vote of a majority of votes cast at a
     meeting at which a quorum is present (Proposal 5).

6.   An  amendment  to the  Charter  prohibiting  the Fund from  opting into any
     provision of the Maryland Unsolicited Takeovers Act (Proposal 6).

7.   An  amendment  to the  Charter  repealing  Article  Seventh,  Section 5 and
     replacing it with a provision  providing  that no (a) business  combination
     (e.g., mergers, consolidation,  share exchanges), (b) voluntary liquidation
     or dissolution,  (c) stockholder  proposal  regarding  specific  investment
     decisions,  (d) proposal to open-end the Fund,  or (e) self tender for more
     than 25% of the Fund's shares in any twelve-month  period,  may be effected
     without  the  affirmative  vote of the  holders of at least  two-thirds  of
     outstanding shares entitled to be cast on the matter (Proposal 7).

8.   An amendment to the Charter to establish the maximum number of Directors at
     five (5) (Proposal 8).

9.   An amendment to the Charter  providing that only certain  corporate actions
     shall be  approved  by the  affirmative  vote of the  holders of at least a
     majority of all the votes entitled to be cast on the matter (Proposal 9).

10.  A proposal to amend and restate the Charter, the implementation of which is
     contingent on the approval of Proposals 2 through 10 (Proposal 10).

11.  To transact such other  business as may properly come before the Meeting or
     any adjournments and postponements thereof.

     The Board of Directors of the Fund has fixed the close of business on April
2, 2004 as the record date for the  determination  of  stockholders  of the Fund
entitled to notice of and to vote at the Annual Meeting.

                                     By Order of the Board of Directors,

                                     /s/ Stephanie Kelley

                                     STEPHANIE KELLEY
                                     Secretary
April 5, 2004




--------------------------------------------------------------------------------
STOCKHOLDERS  WHO DO NOT EXPECT TO ATTEND THE ANNUAL  MEETING ARE  REQUESTED  TO
COMPLETE,  SIGN AND DATE THE  ENCLOSED  PROXY  CARD.  THE PROXY  CARD  SHOULD BE
RETURNED  IN THE  ENCLOSED  ENVELOPE,  WHICH  NEEDS NO  POSTAGE IF MAILED IN THE
UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON
THE INSIDE COVER.

STOCKHOLDERS  WHO HAVE  QUESTIONS  OR NEED  ASSISTANCE  IN  VOTING  MAY  CONTACT
MACKENZIE   PARTNERS,   INC.  TOLL  FREE  AT   1-800-322-2885  OR  BY  EMAIL  AT
PROXY@MACKENZIEPARTNERS.COM
--------------------------------------------------------------------------------


                      INSTRUCTIONS FOR SIGNING PROXY CARDS


     The following general rules for signing proxy cards may be of assistance to
you and may avoid the time and expense to the Fund involved in  validating  your
vote if you fail to sign your proxy card properly.

     1.  Individual  Accounts:  Sign  your name  exactly  as it  appears  in the
registration on the proxy card.

     2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to a name shown in the registration.

     3. All Other  Accounts:  The capacity of the  individual  signing the proxy
card should be indicated unless it is reflected in the form of registration. For
example:



                                                                    
            Registration                                               Valid Signature

            Corporate Accounts
            (1)  ABC Corp.                                             ABC Corp.
            (2)  ABC Corp.                                             John Doe, Treasurer
            (3)  ABC Corp., c/o John Doe Treasurer                     John Doe
            (4)  ABC Corp. Profit Sharing Plan                         John Doe, Trustee

            Trust Accounts
            (1)  ABC Trust                                             Jane B. Doe, Trustee
            (2)  Jane B. Doe, Trustee, u/t/d 12/28/78                  Jane B. Doe

            Custodian or Estate Accounts
            (1)  John B. Smith, Cust.,                                 John B. Smith
                  f/b/o John B. Smith, Jr. UGMA
            (2)  John B. Smith                                         John B. Smith, Jr., Executor





[GRAPHIC OMITTED]                             BOULDER GROWTH & INCOME FUND, INC.
                                                     1680 38TH STREET, SUITE 800
                                                        BOULDER, COLORADO  80301

             QUESTIONS & ANSWERS REGARDING THE MEETING AND PROPOSALS


Question 1: What is the purpose of the Annual Meeting?

Answer:  At the Meeting  stockholders  will be asked to vote on the  election of
directors and a number of corporate governance proposals embodied in Proposals 2
through 8 (the "Corporate Governance Proposals"),  all of which involve amending
the Charter. In particular,  Proposal 2 recommends that stockholders  approve an
amendment to the Charter to  declassify  the Board such that the election of all
Directors will be held annually. If approved, the declassification will apply to
the elections held at this Meeting.

Question 2: Who is being nominated for election at the Meeting?

Answer:  On the assumption  that Proposal 2 (regarding  declassification  of the
Board) will be approved at the Meeting,  the Board has  nominated  the following
five  Directors,  each to serve a one-year term until the annual meeting in 2005
and until their  successors are duly elected and qualify:  Richard I. Barr, Joel
W. Looney,  Alfred G. Aldridge,  Jr., John S. Horejsi, and Stephen C. Miller. If
stockholders do not approve Proposal 2, the Board has nominated  Richard I. Barr
and Alfred G. Aldridge, Jr. to serve for a three-year term expiring in 2007; and
has nominated John S. Horejsi to fill the vacancy resulting from the resignation
of Susan Ciciora to serve the remainder of Ms. Ciciora's term expiring in 2006.

Question 3: Why is the Board recommending these Corporate Governance Proposals?

Answer:  The  Board's  recommendation  to  declassify  and to  effect  the other
Corporate Governance Proposals is part of an ongoing corporate governance review
and  initiative and in keeping with the Board's goal of ensuring that the Fund's
corporate  governance  policies maximize Board and management  accountability to
stockholders.  The Board  believes  that  corporate  power in America has subtly
shifted from the hands of  owners/stockholders  to those of boards and managers.
The  Board   believes  that  this  power  should  be   rightfully   returned  to
stockholders.  The  Corporate  Governance  Proposals  seek  to  accomplish  this
return-of-power  by giving back to stockholders  the ability to effect or have a
voice in effecting certain fundamental corporate changes. The Fund would support
these same corporate governance  initiatives in any company in which it seeks to
invest  as they  are  simply  sound  policies.  Notably,  most of the  Corporate
Governance Proposals are contained in the Fund's proxy voting guidelines.  Thus,
if we are going to "practice what we preach",  the Fund should  similarly  adopt
the governance  proposals it expects of other companies.  At the end of the day,
the Board believes all stockholders  will benefit long-term by returning control
of the Fund back to the owners and that the Fund's value and  performance may be
enhanced thereby.

Question 4: What is meant by "Declassify the Board" under Proposal 2?

Answer: A "classified" or "staggered"  board is divided into several classes and
directors  of only one class are  elected  each  year.  Currently,  the Board is
classified  into three  separate  classes and staggered  such that each Director
stands  for  election  every 3 years  rather  than  annually.  Proposal  2 would
"declassify" the Board so that each Director will stand for election every year.
If Proposal 2 is  approved  by  stockholders,  the  "declassifying"  will become
effective at this Meeting such that all of the Directors will stand for election
at this Meeting and annually thereafter.  By declassifying the Board,  directors
become removable by stockholders without cause under Maryland law.

Question 5: Why is the Board recommending declassification?

Answer:  The  election of  Directors is the primary  means for  stockholders  to
exercise  influence  over the Fund and its  policies.  Your Board  believes that
classified boards have the effect of reducing the accountability of directors to
a company's stockholders. A classified board prevents stockholders from electing
all  directors on an annual  basis and may  discourage  proxy  contests in which
stockholders  have an  opportunity  to vote for a competing  slate of  nominees.
While classified boards are viewed by many companies as increasing the long-term
stability and continuity of a board, the Board believes that long-term stability
and  continuity  should  result  from the annual  election of  Directors,  which
provides  stockholders  with the opportunity to evaluate  Director  performance,
both individually and collectively, on an annual basis.



Question 6: How do Proposal 2 and other Corporate  Governance  Proposals benefit
or  otherwise  affect  the  Fund's  largest   stockholder   (i.e.,  the  Horejsi
Affiliates)?

Answer: The Horejsi Affiliates (defined below) currently own 20.8% of the Fund's
outstanding shares (see "Security Ownership of Certain Beneficial Owners" in the
accompanying Proxy Statement). Horejsi Affiliates also own the Advisers (defined
below) and  Administrator  (defined  below).  Under Proposal 2, if a large-block
stockholder is able to significantly influence elections,  and all Board members
are  up  for  election  annually  (i.e.,  a  declassified  board),  the  Horejsi
Affiliates  may be able to effect a change of control with respect to the entire
Board in a single election whereas under the current classified structure,  such
a change  might  take two years or more.  Similarly,  several  of the  Corporate
Governance  Proposals  either  grant  stockholders  voting power or decrease the
voting  requirement  necessary for  stockholders  to take certain actions (e.g.,
Proposal 4 would  give  stockholders  the power to compel a special  stockholder
meeting with 25% of  outstanding  shares and Proposal 5 would give  stockholders
the power to amend the Fund's  Bylaws).  Because  the Horejsi  Affiliates  own a
large block of the Fund's  shares,  if the  Corporate  Governance  Proposals are
approved,  the  Affiliates  will have  greater  influence  over the  adoption or
failure of certain corporate actions requiring  stockholder vote. In particular,
the Horejsi  Affiliates  would have a greater  influence in compelling a special
meeting  with  the  support  of only a small  percentage  of  other  non-Horejsi
stockholders.  Nonetheless,  since most of the other actions under the Corporate
Governance  Proposals  would  require  the  support  of  either  a  majority  or
two-thirds  of  outstanding  shares for a future  change,  although  the Horejsi
Affiliates could significantly influence adoption of future proposals,  assuming
the  Horejsi  Affiliates  maintain  their  current  holdings,  it  would  remain
difficult to accomplish  without first soliciting Board approval and non-Horejsi
support.  However,  in these  instances,  where an action requires a majority or
two-thirds voting approval,  the Horejsi  Affiliates may have an effective veto,
again  assuming that they maintain  their  current  shareholdings.  It should be
noted that, even in the absence of adopting the Corporate Governance  Proposals,
the Horejsi Affiliates  already have significant  influence over the election of
Board members and the adoption or failure of certain corporate actions requiring
a stockholder vote.

Question  7:  How do the  Horejsi  Affiliates  intend  to vote on the  Corporate
Governance Proposals?

Answer: The Horejsi Affiliates intend to vote in favor of each of the Proposals,
including each Corporate Governance Proposal.

Question 8: What does it mean that Directors are elected by a plurality of votes
cast (Proposal 3)?

Answer: Election by a "plurality of votes cast" simply means that in an election
where there are more  candidates than there are vacancies to be filled , so long
as a quorum is present,  the person  receiving the most votes wins.  Most public
office elections are determined by a "plurality".

Question 9: Why is the Board recommending  reducing to 25% the percentage of the
Fund's  outstanding  shares required to compel a special meeting of stockholders
to be held (Proposal 4)?

Answer:  Presently,  under the Fund's  Bylaws,  stockholders  cannot  compel the
Fund's Secretary to call a special meeting unless a written request is submitted
by the  holders of a majority  of  outstanding  shares  entitled  to vote at the
meeting.  This ownership  threshold  restricts a  stockholder's  right to call a
meeting.  Proposal 4 would amend the Charter to reduce the percentage  ownership
level from a "majority" to 25% of outstanding  shares, thus making the potential
for a  stockholder  or group of  stockholders  to call a  special  meeting  more
realistic and useful.

Question 10: Why is the Board recommending that the Charter be amended to permit
stockholders to amend the Fund's Bylaws (Proposal 5)?

Answer:  The Board  believes that all  stockholders  benefit if they have better
access and more  influence in the Fund's  governance.  The Fund's Bylaws contain
important  policies  affecting the  day-to-day  management of the Fund which the
Board  believes   stockholders   should  have  a  voice  in  establishing.   The
stockholders do not currently have the authority to amend the Fund's Bylaws.  If
approved,  Proposal 5 would  amend the Charter to vest in the  stockholders  the
power to make, alter, amend or repeal Bylaws and ensure that, if stockholders do
make a change,  that the  Directors  will not be able to override or modify what
the stockholders have decided upon.



Question 11: What is the  Maryland  Unsolicited  Takeovers  Act and why does the
Board  recommend  that  the  Fund be  prohibited  from  becoming  subject  to it
(Proposal 6)?

Answer:  The Maryland  Unsolicited  Takeovers Act ("MUTA") is a Maryland statute
pursuant to which the Board, among other things, could effect one or more of the
following actions:  classify the Board, place super-majority voting requirements
on  removal of  Directors  and  require a request  by  holders of a majority  of
outstanding shares to compel a special stockholders meeting. In 2000, the Fund's
prior Board elected to be subject to certain  provisions of MUTA.  However,  the
current  Board has resolved to rescind that prior  election and is  recommending
that  stockholders  prohibit  future  Boards from electing to be subject to MUTA
without  prior  stockholder  approval.  The Board  believes  MUTA only serves to
lessen the  stockholders'  influence  over a board and thus has the potential to
diminish a board's  responsiveness and  accountability.  The Board believes that
amending the Charter to prohibit  the Fund from opting into MUTA  without  prior
approval by stockholders  enhances the  responsiveness and accountability of the
Board.

Question  12: Why is the Board  recommending  amending  the Charter to alter the
stockholder  vote  necessary  to  effect  "business   combinations"   and  other
extraordinary corporate actions (Proposal 7)?

Answer:  Proposal  7 would  amend the  Charter to change  the  stockholder  vote
requirement  to  approve  extraordinary   corporate  actions  such  as  business
combinations (e.g., mergers, consolidations,  share exchanges),  open-ending the
Fund, liquidation,  specific investment decisions, and certain self tenders. The
Board believes that most of the Fund's stockholders seek the long-term stability
and certainty offered by the closed-end investment company structure.  The Board
believes that adopting this Proposal will assure that stockholder proposals that
could dramatically  change the structure,  operations or investments of the Fund
are not implemented except where there is widespread  stockholder  support.  The
actions of arbitrageurs,  who often have short-term goals at odds with long-term
stockholders,  can  increase  Fund  expenses  if the Fund is forced  to  address
proposals to permit stockholders to effect extraordinary  actions.  Adopting the
proposed change may avoid such expenses.

Question 13: How does the Board recommend that  stockholders vote on the various
proposals?

Answer:  If no  instructions  are indicated on your proxy,  the  representatives
holding proxies will vote in accordance with the  recommendations  of the Board.
The  Board,  including  all  of  the  Independent  Directors,   has  unanimously
recommended that stockholders vote FOR all of the Proposals.

Question 14: Are other  technical  amendments  contemplated  under the Corporate
Governance Proposals?

Answer:  Yes.  The Board has  recommended  Proposal 9 to amend and  restate  the
Charter. The purpose of this Proposal is to consolidate into one document all of
the provisions of the Charter (including amendments approved at the Meeting) and
to make technical  amendments in the event that the other  Corporate  Governance
Proposals  are approved.  If Proposals 2 through 9 are  approved,  the Fund will
file with the State Department of Assessments and Taxation of Maryland  ("SDAT")
Articles  of  Amendment  and  Restatement  attached to this Proxy  Statement  as
Exhibit A (the "Articles of Amendment and Restatement").

Question 15: What happens if certain Corporate Governance Proposals are approved
by stockholders and others are not?

Answer:  If  certain of the  Corporate  Governance  Proposals  are  approved  by
stockholders and others are not, the Fund will not implement Proposal 9 and will
not file the Articles of Amendment and Restatement.  Instead, the Fund will file
Articles of Amendment with the SDAT that will contain only the amendments of the
Charter approved by stockholders at the Meeting.

Question 16: Who is entitled to vote?

Answer:  Stockholders  of record at the close of  business on April 2, 2004 (the
"Record Date") are entitled to notice of and to vote at the Meeting. Each of the
shares  outstanding  on the Record  Date is  entitled to one vote on each of the
Proposals.  As  explained  more  fully in the Proxy  Statement,  if  Proposal  2
(Declassification  of the Board) is approved at the Meeting,  then  stockholders
will be entitled to vote for the five  Directors  standing  for  election at the
Meeting.  If Proposal 2 is not  approved at the  Meeting,  stockholders  will be
entitled to vote for the two Directors standing for election.

Question 17: What is the required quorum for the Meeting?



Answer: The holders of at least a majority of the outstanding common shares must
be  represented  at the  Meeting,  either in  person  or by  proxy,  in order to
constitute a quorum permitting  business to be conducted at the Meeting.  If you
have completed,  executed and returned valid proxy instructions (in writing,  by
phone or by Internet) or attend the Meeting and vote in person, your shares will
be counted for purposes of  determining  whether there is a quorum,  even if you
abstain from voting on any or all matters introduced at the Meeting.

Question 18: How do I vote?

Answer:  Your  vote is very  important.  Stockholders  can vote in person at the
Meeting or authorize proxies to cast their votes ("proxy voting") by proxy. Most
stockholders   will  have  a  choice  of  proxy  voting  over  the  Internet  at
http://www.proxyvote.com, by using a toll-free telephone number or by completing
a Proxy Card and mailing it in the postage-paid envelope provided.  Please refer
to your Proxy Card or the  information  forwarded by your bank,  broker or other
nominee to see which options are available to you. If you proxy vote by Internet
or  telephone,  you do NOT need to return your Proxy Card. If you vote by proxy,
the  individuals  named on the Proxy Card as proxy holders will vote your shares
in accordance with your instructions. You may specify whether your shares should
be voted for all,  some or none of the  nominees  for  director and whether your
shares  should be voted for or against  the other  proposals.  If you execute an
otherwise valid proxy but do not provide voting instructions,  the persons named
as proxies will cast your votes FOR all of the Proposals.

Question 19: Can I revoke or change my proxy?

Answer:  Yes. You may change or revoke your proxy at any time before the Meeting
by timely  delivery of a properly  executed,  later-dated  proxy  (including  an
Internet or phone vote), by sending a written revocation to the Secretary of the
Fund at the Fund's address listed on the accompanying  Notice of Meeting,  or by
attending  and voting in person at the Meeting.  The powers of the proxy holders
will be  suspended  with  respect to your  shares if you  attend the  meeting in
person and so request, but attendance at the Meeting will not by itself revoke a
previously granted proxy.





[GRAPHIC OMITTED]                             BOULDER GROWTH & INCOME FUND, INC.
                                                     1680 38TH STREET, SUITE 800
                                                        BOULDER, COLORADO  80301

                         ANNUAL MEETING OF STOCKHOLDERS
                                  May 18, 2004

                                 PROXY STATEMENT

     This proxy statement ("Proxy  Statement") for Boulder Growth & Income Fund,
Inc., a Maryland  corporation ("BIF" or the "Fund"),  is furnished in connection
with the solicitation of proxies by the Fund's Board of Directors (collectively,
the "Board" and individually,  the "Directors") for use at the Annual Meeting of
Stockholders  of the  Fund to be held on  Tuesday  May 18,  2004,  at 9:00  a.m.
Mountain Standard Time (local time), at the Doubletree La Posada Resort, 4949 E.
Lincoln Drive,  Scottsdale,  Arizona,  and at any adjournments and postponements
thereof (the  "Meeting").  A Notice of Annual Meeting of Stockholders  and proxy
card for the Fund accompany this Proxy Statement.  Proxy  solicitations  will be
made,  beginning  on or about  April 5,  2004,  primarily  by  mail,  but  proxy
solicitations may also be made by telephone, by Internet on the Fund's web site,
telegraph  or  personal  interviews  conducted  by officers of the Fund and PFPC
Inc.,  the transfer  agent and  co-administrator  of the Fund,  and by MacKenzie
Partners,  Inc.  ("MacKenzie"),  the Fund's proxy solicitor.  MacKenzie's fee to
assist in the  solicitation  of proxies is estimated to be $7,500 plus expenses.
The costs of proxy  solicitation  and expenses  incurred in connection  with the
preparation of this Proxy Statement and its enclosures will be paid by the Fund.
The Fund also will  reimburse  brokerage  firms and others for their expenses in
forwarding  solicitation  material to the beneficial  owners of its shares.  The
Board has fixed the close of  business  on April 2, 2004 as the record date (the
"Record Date") for the  determination of stockholders  entitled to notice of and
to vote at the Meeting.

     The Annual Report of the Fund,  including audited financial  statements for
the fiscal  period ended  November 30,  2003,  has been mailed to  stockholders.
Additional  copies  are  available  upon  request,  without  charge,  by calling
1-800-331-1710.  The report is also  viewable  online at the  Fund's  website at
www.boulderfunds.net.  The report is not to be  regarded  as proxy  solicitation
material.

     Boulder Investment Advisers,  L.L.C.  ("BIA"), 1680 38th Street, Suite 800,
Boulder,  Colorado 80301 and Stewart  Investment  Advisers  ("SIA"),  Bellerive,
Queen Street, St. Peter, Barbados,  currently serve as co-investment advisers to
the Fund.  BIA and SIA are  collectively  referred to herein as the  "Advisers".
Fund Administrative Services, L.L.C., serves as co-administrator to the Fund and
is located at 1680 38th Street,  Suite 800,  Boulder,  Colorado 80301. PFPC Inc.
acts as the transfer  agent and  co-administrator  to the Fund and is located at
4400 Computer Drive, Westborough, Massachusetts 01581.

     If the enclosed proxy is properly  executed and returned by May 18, 2004 in
time to be voted at the  Meeting,  the Shares  (as  defined  below)  represented
thereby will be voted in accordance with the instructions marked thereon. Unless
instructions to the contrary are marked  thereon,  a proxy will be voted FOR the
election of the nominees for Directors,  FOR each of the other Proposals and, in
the discretion of the proxy holders, on any other matters that may properly come
before  the  Meeting.  Any  stockholder  who has  given a proxy has the right to
revoke it at any time prior to its exercise  either by attending the Meeting and
casting his or her votes in person or by  submitting a letter of revocation or a
later-dated proxy to the Fund's Secretary at the above address prior to the date
of the Meeting.

     A quorum of the Fund's stockholders is required for the conduct of business
at the  Meeting.  Under the Bylaws of the Fund, a quorum is  constituted  by the
presence in person or by proxy of the  holders of a majority of the  outstanding
shares of the Fund as of the  Record  Date.  In the  event  that a quorum is not
present at the Meeting,  or in the event that a quorum is present but sufficient
votes to approve one or more  proposals are not  received,  the persons named as
proxies  may  propose  and vote for one or more  adjournments  of the Meeting to
permit further solicitation of proxies with respect to any proposal that did not
receive the votes necessary for its passage. With respect to those proposals for
which there is represented a sufficient number of votes in favor,  actions taken
at the Meeting will be approved and implemented irrespective of any adjournments
with  respect to any other  proposals.  Any such  adjournment  will  require the
affirmative vote of a majority of votes cast on the matter at the Meeting.  If a
quorum is present,  the persons  named as proxies will vote those  proxies which
they are entitled to vote FOR any proposal in favor of such an  adjournment  and
will vote those proxies  required to be voted  AGAINST any proposal  against any
such adjournment.



     The Fund has one class of capital stock:  common stock, par value $0.01 per
share (the  "Common  Stock" or the  "Shares").  On the Record  Date,  there were
11,327,784 Shares issued and outstanding.  Each Share is entitled to one vote at
the Meeting and fractional  shares are entitled to  proportionate  shares of one
vote.

     SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL OWNERS. The following table sets
forth certain information regarding the beneficial ownership of the Shares as of
the Record Date by each person who may be deemed by the Fund to beneficially own
5% or more of the Common Stock.




           Name of Owner*             Number of Shares     Number of Shares           Percentage
                                        Directly Owned    Beneficially Owned      Beneficially Owned
------------------------------------- ------------------ ---------------------- -----------------------

                                                                               
Ernest Horejsi Trust  No. 1B              2,354,600            2,354,600                20.79%
Badlands Trust Company                       ---                 ---**                  20.79%
Stewart R. Horejsi Trust No. 2               ---                 ---**                  20.79%
Aggregate Shares Owned**                  2,354,600            2,354,600                20.79%



* The address of each listed owner is c/o Badlands Trust  Company,  POB 801, 614
Broadway, Yankton, South Dakota 57078.

** Excludes  shares owned by the Ernest  Horejsi  Trust No. 1B (the "EH Trust").
Badlands  Trust Company  ("Badlands")  is one of three trustees of the EH Trust.
Badlands  is a trust  company  organized  under the laws of South  Dakota and is
wholly  owned by the  Stewart  R.  Horejsi  Trust  No. 2, an  irrevocable  trust
organized by Stewart R. Horejsi for the benefit of his issue.  The  directors of
Badlands are Larry Dunlap, Stephen C. Miller, Robert Ciciora, who is the brother
of Mr.  Horejsi's  son-in-law  (John  Ciciora),  Gail G. Gubbels and Marty Jans.
Badlands and its directors disclaim beneficial  ownership of shares owned by the
EH Trust.  Together with Larry Dunlap and Badlands,  Ms. Ciciora is a trustee of
the EH Trust and also one of the beneficiaries of the EH Trust. Mr. Miller is an
officer and  director of  Badlands.  Because  two of the  Trust's  trustees  are
required in order for the Trust to vote or exercise  dispositive  authority with
respect to shares owned by the Trust,  Ms.  Ciciora and Mr. Miller each disclaim
beneficial ownership of such shares.



----------------------------

The EH Trust, Badlands and the Stewart R. Horejsi Trust No. 2, as well as other
Horejsi affiliated trusts and entities are collectively referred to herein as
the "Horejsi Affiliates". Information as to beneficial ownership in the previous
paragraph has been obtained from a representative of the beneficial owners; all
other information as to beneficial ownership is based on reports filed with the
Securities and Exchange Commission (the "SEC") by such beneficial owners.

     As of the Record Date, Cede & Co., a nominee  partnership of the Depository
Trust Company, held of record, but not beneficially, 10,235,192 shares or 90.35%
of Common Stock outstanding of the Fund.

     As of the Record Date, the executive officers and directors of the Fund, as
a group,  owned  2,509,929  shares of Common  Stock (this  amount  includes  the
aggregate  shares of Common  Stock  owned by the  Horejsi  Affiliates  set forth
above), representing 22.16% of Common Stock.

     In order  that your  Shares  may be  represented  at the  Meeting,  you are
requested to vote on the following matters:

                                   PROPOSAL 1

                        ELECTION OF DIRECTORS OF THE FUND

     The Charter  provides  that the Board is divided into three  classes,  each
class having a term of three years.  Each year the term of one class expires and
the  individuals  elected to such class serve for a three-year  term until their
successors  are duly  elected  and  qualify.  The terms of two of the  Directors
(Richard I. Barr and Alfred G.  Aldridge,  Jr.,  both Class III Directors of the
Fund) expire at the Meeting.  In addition,  Susan  Ciciora,  one of the Class II
Directors has submitted her  resignation and the Nominating  Committee  (defined
below) has  nominated  John S.  Horejsi to fill her vacancy.  Accordingly,  John
Horejsi will stand for election at the Meeting.

     As discussed in Proposal 2 below, this Proxy Statement  contains a proposal
to amend the Charter to  "declassify"  the Board and require annual  election of
all  Directors  beginning  at this  Meeting.  If  Proposal  2 is  approved,  the
Directors  whose terms would not otherwise  expire at the Meeting have agreed to
resign and stand for  reelection at this Meeting for one-year  terms expiring at
the annual meeting of stockholders in 2005.



     IF PROPOSAL 2 IS APPROVED.  If  stockholders  approve  Proposal 2 regarding
declassification  of the Board,  proxy  holders will propose and vote to adjourn
the  Meeting for a short time in order for the  amendments  to the Charter to be
filed  with the  State  Department  of  Assessments  and  Taxation  of  Maryland
("SDAT").  Once the proper  amending  documents  are filed,  the Meeting will be
reconvened  and the following  five  Director  nominees will stand for election,
each for a  one-year  term and  until  their  successors  are duly  elected  and
qualify:  Richard I. Barr,  Joel W. Looney,  Alfred G.  Aldridge,  Jr.,  John S.
Horejsi and Stephen C. Miller. As discussed above, John Horejsi was nominated by
the Nominating  Committee to fill the vacancy  resulting from the resignation of
Susan  Ciciora,  whose  resignation  becomes  effective  as of the  date  of the
Meeting.  The above  nominees have consented to serve as Directors if elected at
the Meeting for the one-year term.

     IF PROPOSAL 2 IS NOT APPROVED.  If stockholders  do not approve  Proposal 2
regarding declassification of the Board, the Board has nominated

               (i) Alfred G. Aldridge,  Jr. and Richard I. Barr,  both Class III
          Directors,  to serve for a  three-year  term to  expire at the  Fund's
          annual meeting in 2007 and until their successors are duly elected and
          qualify; and

               (ii) John S. Horejsi, a Class II Director, to serve the remainder
          of the Class II term to expire at the  Fund's  annual  meeting in 2006
          and until his successor is duly elected and qualifies.

Stephen C.  Miller,  a Class I Director  of the Fund,  was elected on October 1,
2002 for a  three-year  term to expire at the  Fund's  2005  annual  meeting  of
stockholders  and until his  successor is duly elected and  qualifies.  Susan L.
Ciciora,  who as discussed  above has  submitted  her  resignation,  and Joel W.
Looney, both Class II Directors of the Fund, were elected on April 22, 2003, for
a three-year  term to expire at the Fund's 2006 annual  meeting of  stockholders
and until their successors are duly elected and qualify.

     The above  nominees have  consented to serve as Directors if elected at the
Meeting  either for the  three-year  term (in the case of Messrs.  Aldridge  and
Barr) or the remainder of Ms.  Ciciora's  Class II term expiring in 2006 (in the
case of John Horejsi).  If the designated  nominees  decline or otherwise become
unavailable for election,  however, the proxy confers discretionary power on the
persons named therein to vote in favor of a substitute nominee or nominees.

     INFORMATION ABOUT DIRECTORS AND OFFICERS.  Set forth in the following table
is information about the nominees for election to the Board of Directors, all of
whom, with the exception of Mr. Horejsi, are currently Directors of the Fund:





------------------------------ ------------------------ ---------------------------------------------- ------------------
Name, Address*, Age              Position, Length of          Principal Occupation(s) and Other         Number of Funds
                                Term Served, and Term   Directorships Held During the Past Five Years   in Fund Complex
                                      of Office                                                           Overseen by
                                                                                                           Director
------------------------------ ------------------------ ---------------------------------------------- ------------------

Independent Directors

------------------------------ ------------------------ ---------------------------------------------- ------------------
                                                                                                      
Alfred G. Aldridge, Jr.        Director of the Fund     Retired;  from  1982-2002,  Sales  Manager of          2
Brig. Gen. (Retired)           since January 2002.      Shamrock  Foods  Company;   Director  of  the
Cal. Air National Guard        Current Nominee for a    Fiesta   Bowl,    Tempe,   AZ   since   1997;
Age: 66                        term to expire at the    Director,  Boulder  Total Return Fund,  Inc.,
                               2007 annual meeting,     since   1999;   Director,    Maricopa   Youth
                               unless Proposal 2 is     Assistance  Foundation,   Phoenix,  AZ  since
                               approved                 2004.

Richard I. Barr                Director of the Fund     Retired;    from   1963-2001,    Manager   of          3
Age:  65                       since January 2002.      Advantage    Sales   and   Marketing,    Inc;
                               Current Nominee for a    Director,  Boulder  Total Return Fund,  Inc.,
                               term to expire at the    since 1999 and  Chairman  of the Board  since
                               2007 annual meeting,     2003;  Director,  First Financial Fund, Inc.,
                               unless Proposal 2 is     since 2001.
                               approved

Joel W. Looney                 Director of the Fund     Partner,   Financial  Management  Group,  LLC          3
Age:  42                       since January, 2002.     since July 1999;  CFO,  Bethany  College from
                               Current term expires     1995 -1999;  Director,  Boulder  Total Return
                               at the 2006 annual       Fund, Inc., since January 2001;  Director and
                               meeting, unless          Chairman of the Board,  First Financial Fund,
                               Proposal 2 is approved   Inc. since August 2003.



Interested Directors**

John S. Horejsi                Current nominee for a    President  of Hojo  Records,  LLC since 2001;          1
Age: 36                        term to expire at the    Director  of  Horejsi  Charitable  Foundation
                               2006 annual meeting,     since 1997.
                               unless Proposal 2 is
                               approved

Stephen C. Miller              Director and Chairman    President of and General  Counsel for Boulder          3
Age:  51                       of the Board since       Investment  Advisers,   LLC;  Manager,   Fund
                               January 2002.            Administrative  Services,  LLC ("FAS");  Vice
                               President of the         President  of  Stewart  Investment  Advisers;
                               Fund.  Current term      Director,  and  President  of  Boulder  Total
                               expires at the 2005      Return Fund, Inc.,  since 1999;  Director and
                               annual meeting, unless   President,  First  Financial Fund, Inc. since
                               Proposal 2 is approved   August 2003;  President and General  Counsel,
                                                        Horejsi, Inc. (liquidated in 1999); General
                                                        Counsel, Brown Welding Supply, LLC  (sold in
                                                        1999); officer of various other Horejsi
                                                        Affiliates; Of Counsel, Krassa & Miller, LLC
                                                        since 1991.




* Unless  otherwise  specified,  the  Directors'  respective  addresses  are c/o
Boulder  Growth & Income  Fund,  Inc.,  1680 38th  Street,  Suite 800,  Boulder,
Colorado 80301.

** Mr. Miller is an "interested person" because he is an officer of BIA and SIA,
the Fund's  investment  advisers.  Mr.  Horejsi is an  "interested  person" as a
result of the extent of his beneficial ownership of Fund shares and by virtue of
his indirect beneficial ownership of BIA and FAS.



----------------------------

     From the late 1980's until January,  2001,  Mr. Looney had served,  without
compensation,  as  one of  three  trustees  of the  Mildred  Horejsi  Trust,  an
affiliate of the EH Trust.

     The names of the executive officers of the Fund (other than Mr. Miller, who
is described  above) are listed in the table below.  Each officer was elected to
office by the Board at a meeting held on April 22,  2003.  This table also shows
certain  additional  information.  Each  officer  will hold such office  until a
successor has been elected by the Board.





------------------------------ -------------------------- ----------------------------------------------------------
                                  Position, Length of
Name, Address, Age             Term Served, and Term of     Principal Occupation(s) and Other Directorships held
                        Office During the Past Five Years
------------------------------ -------------------------- ----------------------------------------------------------

                                                    
Carl D. Johns                  Chief Financial Officer,   Vice President and Treasurer of BIA and Assistant
1680 38th Street,              Chief Accounting           Manager of FAS, since April, 1999; Vice President, Chief
Suite 800                      Officer, Vice President    Financial Officer and Chief Accounting Officer, Boulder
Boulder, CO 80301              and Treasurer since        Total Return Fund, Inc., since 1999; Vice President,
Age: 41                        January 2002.  Appointed   Chief Financial Officer and Chief Accounting Officer,
                               annually.                  First Financial Fund, Inc., since August 2003.

Stephanie Kelley               Secretary since January    Secretary, Boulder Total Return Fund, Inc., since
1680 38th Street,              2002.  Appointed           October 27, 2000; Secretary, First Financial Fund, Inc.,
Suite 800                      annually.                  since August 2003; Assistant Secretary and Assistant
Boulder, CO 80301                                         Treasurer of various Horejsi Affiliates; employee of FAS
Age:  47                                                  since March 1999.



     Set forth in the  following  table are the  nominees  for  election  to the
Board, assuming Proposal 2 is approved (all of whom, other than Mr. Horejsi, are
current  Directors  of the  Fund)  together  with the  dollar  range  of  equity
securities beneficially owned by each Director as of the Record Date, as well as
the aggregate dollar range of the Fund's equity securities in all funds overseen
in a family of investment  companies  (i.e.,  other funds managed by BIA and SIA
(collectively, the "Advisers")).






                                   OWNERSHIP OF THE FUND BY DIRECTORS
---------------------------------------------------------------------------------------------------------

 Independent Directors and Nominees        Dollar Range of Equity          Aggregate Dollar Range of
                                           Securities in the Fund        Equity Securities in All Funds
                                                                          in the Family of Investment
                                                                                   Companies

                                                                        
       Alfred G. Aldridge, Jr.               $10,001 to $50,000                $10,001 to $50,000
           Richard I. Barr                   $50,001 to $100,000                 Over $100,000
           Joel W. Looney                    $10,001 to $50,000               $50,000 to $100,000

  Interested Directors and Nominees
-------------------------------------- -------------------------------- ---------------------------------

           John S. Horejsi                     Over $100,000+                    Over $100,000
          Stephen C. Miller                    Over $100,000++                   Over $100,000



+  2,354,600  Shares  of the  Fund are held by the EH  Trust.  Accordingly,  Mr.
Horejsi may be deemed to have indirect beneficial  ownership of such Shares. Mr.
Horejsi disclaims all such beneficial  ownership.  Mr. Horejsi does not directly
own any shares of the Fund.

++ Mr. Miller  indirectly owns and controls 7,600 shares of the Fund through his
membership  in Erma Miller,  LLC.  Mr.  Miller is also a director and officer of
Badlands  Trust  Company.  By virtue of such  relationships,  Mr.  Miller may be
deemed to share the  indirect  power to vote and direct the  disposition  of the
Shares  directly and  beneficially  held by EH Trust and Badlands Trust Company.
Mr. Miller disclaims beneficial ownership of such Shares.



----------------------------

     None  of  the   independent   Directors  or  their  family   members  owned
beneficially  or of record any securities of the Advisers or any person directly
or  indirectly  controlling,  controlled  by, or under  common  control with the
Advisers.

     DIRECTOR AND OFFICER  COMPENSATION.  The following table sets forth certain
information  regarding the  compensation of the Fund's  Directors for the fiscal
year ended November 30, 2003. No persons (other than the independent  Directors,
as set forth below) currently receive compensation from the Fund for acting as a
Director or officer. Directors and executive officers of the Fund do not receive
pension or retirement  benefits from the Fund.  Directors receive  reimbursement
for travel and other out of pocket  expenses  incurred in connection  with Board
meetings.



                                              Aggregate
                                             Compensation
Name of Person and Position with the        from the Fund       Total Compensation from
Fund                                           Paid to         the Fund and Fund Complex
                                     Directors Paid to Directors
----------------------------------------- ------------------- ----------------------------
                                                                 
Alfred G. Aldridge, Jr., Director              $14,530                 $ 37,784
                                                                       (2 funds)
Richard I. Barr, Director                      $14,530                 $ 50,713
                                                                       (3 funds)
Joel W. Looney, Director                       $15,530                 $ 45,784
                                                                       (3 funds)
Susan L. Ciciora, Director                        $0                      $0

John S. Horejsi, Director nominee                 $0                      $0

Stephen C. Miller, President of the               $0                      $0
Fund, Chairman of the Board and Director



Prior to October  15,  2003,  each  Director  of the Fund who is not a director,
officer or employee of one of the Advisers, or any of their affiliates, received
a fee of $3,000 for each in-person meeting, and $500 for each telephone meeting.
As of  October  15,  2003,  each  Director  of the Fund who was not a  Director,
officer or employee of one of the Advisers, or any of their affiliates, receives
a fee of $8,000 per annum plus $3,000 for each in person meeting,  $500 for each
Audit  Committee  meeting  ($1,000  for the  independent  Chairman  of the Audit
Committee) and $500 for each telephonic  meeting of the Board.  Each Director of
the Fund is reimbursed for travel and  out-of-pocket  expenses  associated  with
attending  Board and  Committee  meetings.  The Board held six meetings  (two of
which were held by  telephone  conference  call)  during  the fiscal  year ended
November 30, 2003. Each Director  currently serving in such capacity attended at
least  75% of the  meetings  of  Directors  and any  Committee  of which he is a
member. The aggregate  remuneration paid to the Directors of the Fund for acting
as such during the fiscal year ended November 30, 2003 amounted to $44,590.72 .



                      COMMITTEES OF THE BOARD OF DIRECTORS

     AUDIT  COMMITTEE;  REPORT OF AUDIT  COMMITTEE.  The  purposes  of the Audit
Committee are to assist Board oversight of the integrity of the Fund's financial
statements,  the Fund's compliance with legal and regulatory  requirements,  the
independent auditor's qualifications and independence and the performance of the
Fund's independent  auditors.  The Audit Committee reviews the scope and results
of  the  Fund's  annual  audit  with  the  Fund's  independent  accountants  and
recommends  the  engagement  of  such  accountants.   Management,   however,  is
responsible  for the  preparation,  presentation  and  integrity  of the  Fund's
financial  statements,  and the  independent  accountants  are  responsible  for
planning  and carrying  out proper  audits and  reviews.  The Board of Directors
adopted a written  charter for the Audit  Committee on January 23, 2002 and most
recently  amended the Charter on January 23, 2004. A copy of the Audit Committee
Charter  is  attached  hereto as  Exhibit  B. The Audit  Committee  is  composed
entirely of the Fund's independent  Directors,  consisting of Messrs.  Aldridge,
Barr and Looney. Each member of the Audit Committee is independent, as that term
is defined by the NYSE  Listing  Standards.  The Audit  Committee  met two times
during the fiscal year ended November 30, 2003.

     In  connection  with the  audited  financial  statements  as of and for the
period ended  November  30, 2003  included in the Fund's  Annual  Report for the
period  ended  November  30, 2003 (the  "Annual  Report"),  at a meeting held on
January 23, 2004,  the Audit  Committee  considered  and  discussed  the audited
financial  statements  with  management  and the  independent  accountants,  and
discussed  the  audit  of  such  financial   statements   with  the  independent
accountants.

     The Audit  Committee has received the written  disclosures  and letter from
the independent  accountants  required by Independence  Standards Board Standard
No. 1 (Independence  Discussions  with Audit  Committees) and has discussed with
independent  accountants their independence.  The Audit Committee discussed with
the independent  accountants the accounting  principles  applied by the Fund and
such  other  matters  brought to the  attention  of the Audit  Committee  by the
independent  accountants  required by  Statement of Auditing  Standards  No. 61,
Communications With Audit Committees, as currently modified or supplemented.

     The members of the Audit  Committee are not  professionally  engaged in the
practice  of  auditing  or  accounting  and are not  employed  by the  Fund  for
accounting,  financial  management  or  internal  control.  Moreover,  the Audit
Committee relies on and makes no independent verification of the facts presented
to it or  representations  made by  management or the  independent  accountants.
Accordingly,  the Audit  Committee's  oversight  does not provide an independent
basis to determine that  management has  maintained  appropriate  accounting and
financial   reporting   principles  and  policies,   or  internal  controls  and
procedures,   designed  to  assure  compliance  with  accounting  standards  and
applicable   laws  and   regulations.   Furthermore,   the   Audit   Committee's
considerations  and discussions  referred to above do not provide assurance that
the audit of the Fund's financial  statements has been carried out in accordance
with generally accepted  accounting  standards or that the financial  statements
are presented in accordance with generally accepted accounting principles.

     Based on its  consideration  of the audited  financial  statements  and the
discussions  referred to above with management and the  independent  accountants
and  subject to the  limitation  on the  responsibilities  and role of the Audit
Committee  set  forth in the  Charter  and  those  discussed  above,  the  Audit
Committee  of the Fund  recommended  to the  Board  that the  audited  financial
statements be included in the Fund's Annual Report and be mailed to stockholders
and filed with the SEC.

     Submitted by the Audit Committee of the Fund's Board of Directors:

                  Alfred G. Aldridge, Jr.
                  Richard I. Barr
                  Joel W. Looney

     NOMINATING  COMMITTEE.  The Board of Directors  has a nominating  committee
(the "Nominating  Committee") consisting of Messrs.  Looney,  Aldridge and Barr,
which is responsible for considering candidates for election to the Board in the
event a position is vacated or created.  Each member of the Nominating Committee
is  independent,  as that term is defined  by the NYSE  Listing  Standards.  The
Nominating  Committee  did not meet  during the fiscal year ended  November  30,
2003. The Nominating Committee met on March 17, 2004, to consider the nomination
of John S. Horejsi, the son of Stewart R. Horejsi, the Fund's portfolio manager.
John Horejsi was being  considered to fill a vacancy on the Board resulting from
the  resignation of Susan  Ciciora.  At this meeting,  the Nominating  Committee
considered the  qualifications and determined the suitability of John Horejsi to
be Director and resolved to recommend John Horejsi to stockholders  for election
at the Meeting. If elected, John Horejsi would be an "interested"  Director. The
Board of Directors has adopted a charter for the  Nominating  Committee  that is
available on the Fund's website, www.boulderfunds.net



     The Nominating  Committee  does not have a formal  process for  identifying
candidates. The Nominating Committee takes into consideration such factors as it
deems  appropriate  when  nominating  candidates.   These  factors  may  include
judgment,  skill,  diversity,  experience  with  investment  companies and other
organizations  of comparable  purpose,  complexity,  size and subject to similar
legal  restrictions and oversight,  the interplay of the candidate's  experience
with  the  experience  of other  Board  members,  and the  extent  to which  the
candidate would be a desirable addition to the Board and any committees thereof.
The  Nominating  Committee  will consider all  qualified  candidates in the same
manner.  The  Nominating  Committee may modify its policies and  procedures  for
director  nominees  and  recommendations  in  response  to changes in the Fund's
circumstances, and as applicable legal or listing standards change.

     The Nominating Committee would consider director candidates  recommended by
stockholders  (if a vacancy  were to exist) and  submitted  in  accordance  with
applicable  law and  procedures  as  described  in  this  Proxy  Statement  (see
"Submission of Stockholder  Proposals" below).  Such  recommendations  should be
forwarded to the Secretary of the Fund.

     The Fund does not have a compensation committee.

                          OTHER BOARD-RELATED MATTERS.

     Stockholders who wish to send  communications to the Board should send them
to the  address  of  the  Fund  and to the  attention  of the  Board.  All  such
communications will be directed to the Board's attention.

     The Fund does not have a formal policy regarding Board member attendance at
the Annual Meeting of  Stockholders;  however,  all of the Directors of the Fund
attended the April 22, 2003 Annual Meeting of Stockholders.

REQUIRED VOTE.

If Stockholders  Approve Proposal 2. If stockholders approve Proposal 2 and thus
declassify the Board, the election of Messrs.  Looney,  Aldridge,  Barr, Horejsi
and Miller as Directors will require the affirmative  vote of a plurality of the
votes cast by holders of the Common  Stock at the  Meeting in person or by proxy
on Proposal 1.

If  Stockholders  Do Not  Approve  Proposal  2. If  stockholders  do not approve
Proposal 2, and thus the Board remains classified,  the election of Mr. Aldridge
and Mr. Barr as Class III  Directors,  and Mr.  Horejsi as a Class II  Director,
will  require  the  affirmative  vote of a  plurality  of the votes  cast by the
holders of the Common Stock at the Meeting in person or by proxy on Proposal 1.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE ELECTION OF ALL THE NOMINEES.

                                   PROPOSAL 2

          AMENDMENT TO THE CHARTER TO DECLASSIFY THE BOARD AND PROVIDE
                        FOR ANNUAL ELECTION OF DIRECTORS

     The Charter currently provides that the Board is divided into three classes
with each class to be nearly as equal in number as  possible.  The Charter  also
provides that the three classes of Directors have staggered  terms,  so that the
term of only one class expires at each annual meeting of  stockholders  and each
class is  elected to a  three-year  term.  The Board  proposes  and  unanimously
recommends that  stockholders  approve an amendment to the Charter to declassify
the Board and provide for the annual  election of  Directors  beginning  at this
Meeting (the "Declassification  Proposal").  If the Declassification Proposal is
approved  by  stockholders,  because the  Charter  does not  provide  otherwise,
Directors may thereafter be removed by the stockholders "without cause".

     If the stockholders  approve the Declassification  Proposal,  the Fund will
take action to  implement  declassification  by filing the  appropriate  charter
documents with the SDAT.



     If Proposal 2 is approved,  Article Sixth, paragraph 2 of the Charter would
be repealed in its entirety and replaced with the following language:

     The directors  shall be elected at each annual meeting of the  stockholders
     commencing  in 2004,  except as necessary to fill any  vacancies,  and each
     director  elected  shall hold  office  until his or her  successor  is duly
     elected and qualifies,  or until his or her earlier resignation,  death, or
     removal.

If Proposal 2 is approved by stockholders,  any subsequent proposal to amend the
Charter to classify the Board would require the  affirmative  vote of a majority
of all the votes  entitled to be cast on the  matter.  In  addition,  the Fund's
Bylaws  contain  provisions  that are similar to certain of those in the Charter
that are  proposed  to be changed  hereunder.  If the  Charter is  amended,  the
corresponding  provision  in the  Bylaws  will be amended by the Board in a like
manner.  The  Board  also  intends  to  consider  certain  additional  corporate
governance-related  changes to the Bylaws,  including  modifying  the  provision
setting forth the prior notice  required for  stockholders to propose matters to
be considered at a regular or special meeting.

Purpose of the Amendment. The Board is submitting the Declassification  Proposal
to stockholders as part of its ongoing corporate  governance  initiatives and in
keeping with its goal of ensuring that the Fund's corporate  governance policies
maximize management accountability to stockholders. The election of Directors is
the primary means for  stockholders to exercise  influence over the Fund and its
policies.  Your Board believes that classified boards are often viewed as having
the effect of reducing the  accountability  and responsiveness of directors to a
company's  stockholders.  A classified board limits the power of stockholders to
elect all  directors on an annual  basis and may  discourage  proxy  contests in
which  stockholders  have  an  opportunity  to vote  for a  competing  slate  of
nominees.  Moreover,  accumulations of large stockholder positions are sometimes
followed by proxy contests. Declassifying the Board could therefore make it more
likely that an acquirer may precipitate  actions that would result in the Fund's
stockholders  receiving a premium over the Fund's then current  market price for
their shares. However, if the Declassification  Proposal is approved, the entire
Board could be removed in any single year, which could make it more difficult to
discourage  persons from engaging in proxy contests or otherwise seeking control
of the Fund on terms that the  then-incumbent  Board did not  believe are in the
best  interest of the Fund.  In addition,  classified  boards are viewed by many
companies as increasing  the long-term  stability and  continuity of a board and
the company it serves;  however, the Board believes that long-term stability and
continuity  should result from the annual election of Directors,  which provides
stockholders with the opportunity to evaluate the Directors'  performance,  both
individually and collectively, on an annual basis.

Effect of the Approval of the Amendment on Election of Directors.  As more fully
discussed above, if the Declassification  Proposal is approved, the Meeting will
be recessed briefly so that (i) the appropriate  charter  documents may be filed
with the SDAT, (ii) all of the Directors whose terms would not otherwise  expire
at the Meeting may resign and (iii) John  Horejsi  and the  incumbent  Directors
other than Mr. Horejsi will stand for re-election.

Board Considerations  Regarding  Declassification and Other Corporate Governance
Proposals.  The Board first considered the  Declassification  Proposal and other
Corporate  Governance  Proposals at its regularly  scheduled  meeting in January
2004. At the January  meeting,  the Board held informal  meetings and a separate
executive  session  during  which  the  significant  aspects  of  the  Corporate
Governance  Proposals were discussed in detail. Also at the January meeting, the
Directors who are not  "interested  persons" of the Fund, as defined in the 1940
Act (the  "Independent  Directors")  met separately with Fund counsel as well as
counsel  for the  Independent  Directors  to  generally  discuss  the  Corporate
Governance  Proposals.  At that time, the Board  determined that it should defer
any action on the Corporate  Governance  Proposals  pending further analysis and
consideration.  Based on questions raised during the January meeting,  the Board
directed  management to prepare additional  materials and analysis to refine the
Corporate   Governance   Proposals  for  the  Board's   subsequent   review  and
consideration.  At a special  meeting of the Board held in  February  2004,  the
Board again met to discuss the  Corporate  Governance  Proposals and to consider
the supplementary analysis and materials prepared by management. The Independent
Directors met  separately  with Fund counsel,  the Fund's  Maryland  counsel and
counsel  for the  Independent  Directors  to discuss the  refined  proposal  and
supplementary  materials.  Again, at this meeting, the Board determined to defer
any  immediate  action on the  proposals  and  directed  management  to  prepare
additional  materials  including  specific language for amending the Charter for
each of the  Corporate  Governance  Proposals.  On March  17,  2004,  management
presented specific language and additional  requested  materials for each of the
Corporate  Governance  Proposals.  At this  meeting,  the Board,  including  the
Independent   Directors,   unanimously   resolved  to  recommend  the  Corporate
Governance Proposals,  including the Declassification  Proposal, for approval by
stockholders.



     In considering the Declassification Proposal, the Board recognized that the
Horejsi  Affiliates own a substantial and influential  interest in the Fund (see
"Security  Ownership  of Certain  Beneficial  Owners"  above) and a  controlling
interest  in the  Advisers  and  FAS.  The  Board  recognized  that,  because  a
large-block  stockholder is able to significantly  influence  elections,  if all
Board members were elected  annually (i.e., a declassified  board),  the Horejsi
Affiliates may be able to  significantly  influence a change of the entire Board
in a single  election.  However,  the Board noted  that,  even under the current
classified structure,  such a change would likely only take two years. Moreover,
notwithstanding  a classified  structure,  the Horejsi  Affiliates  or any other
significant  group of  stockholders  could  seek to  replace a  majority  of the
Directors in a single year by  soliciting  the votes of enough other  holders of
Common Stock to remove the  Directors as  permitted  under the Maryland  General
Corporation  Law (although  there is, of course,  no assurance  that the Horejsi
Affiliates or such other group of  stockholders  would be successful in any such
effort).

     The Board  noted that the  potential  ability to replace a majority  of the
Board in a single year may have the effect of increasing the Horejsi Affiliates'
influence  over the  Board,  including  with  respect  to  matters  on which the
interests  of  the  Horejsi  Affiliates,   on  one  hand,  and  the  non-Horejsi
stockholders,  on the other, might diverge. For example, if the Declassification
Proposal  is  approved,   the  Horejsi   Affiliates  may  be  viewed  as  having
significantly greater influence over the Board with respect to future renewal of
the Fund's investment advisory and administrative contracts, which are presently
with companies  owned by the Horejsi  Affiliates.  The Board also noted that, in
the  unlikely  event that the Horejsi  Affiliates  were able to effect  repeated
changes in the  composition  of the Board,  the  continuity of experience on the
Board could be  diminished,  the Fund's  ability to attract  qualified  director
candidates to serve on the Board could be lessened,  and the Board might find it
more difficult to engage in strategic,  long-term planning.  Although one of the
effects of the  Declassification  Proposal would be that the Horejsi  Affiliates
would have a greater  influence in unseating  the entire Board in a single year,
or may be able to initiate repeated attempts to change the Board's  composition,
representatives  of the Horejsi  Affiliates have advised the Fund that they have
no current plan or intention to take any such steps.

     In its consideration of the Declassification Proposal, the Board noted that
one  perceived  benefit  of a  classified  Board is that it  lengthens  the time
required for a  substantial  stockholder  to gain control of the Board.  Thus, a
classified Board may discourage  attempts to remove Directors and could serve to
prevent a sudden  change of control.  Under a  classified  structure,  the Board
would have more time to review any proposed  business  transaction  and consider
all relevant factors,  in an open and orderly process,  and the Board would have
more negotiating leverage and flexibility to make decisions that are in the best
interests of the Fund.  In the case of the Fund,  however,  the Board  concluded
that the Horejsi  Affiliates'  current  ownership  of  approximately  22% of the
voting power of the  outstanding  Common Stock may dissuade any  acquisition  of
control of the Fund by another party, and therefore,  for so long as the Horejsi
Affiliates  retain  an  influential  ownership  in the  Fund  and act  together,
eliminating  the  classified   Board  is  not  likely  to  increase  the  Fund's
vulnerability  to attempts  to remove  Directors  in any  material  respect.  If
ownership by the Horejsi Affiliates is significantly reduced, the Board believes
that it  nonetheless  would be able to  fulfill  its  duties  to the Fund in the
circumstances described in this paragraph.

     Because  the  Declassification  Proposal  may give the  Horejsi  Affiliates
greater influence over the Board, and therefore the interests of the non-Horejsi
stockholders  and the Horejsi  Affiliates  may diverge  with  respect to certain
aspects  of the  decision  whether to  declassify  the  Board,  the  Independent
Directors,  who  comprise  a  majority  of the Board,  met  separately  (without
representatives  of  management  or  the  interested  Directors)  at  all of the
meetings  discussed  above,  and consulted  with Fund  counsel,  counsel for the
Independent Directors and the Fund's Maryland counsel, as to the advisability of
all  of the  Corporate  Governance  Proposals,  including  the  Declassification
Proposal.  The  Independent  Directors  observed  that the  Horejsi  Affiliates'
ownership of the Fund has historically  provided,  and, based on representations
made by a  representative  of the Horejsi  Affiliates,  would likely continue to
provide, significant stability and continuity in the governance of the Fund. The
Independent  Directors further observed that the Horejsi  Affiliates have stated
that they value the contributions made to the Board by the Independent Directors
and noted  that the  Horejsi  Affiliates,  by their  actions  during  the recent
history of their stock  ownership,  have  demonstrated  their awareness that any
arbitrary  exercise of their influence to replace Directors would likely make it
more  difficult for the Fund to attract  qualified  individuals  to serve on the
Board in the future.



     The  Independent   Directors  determined  that,  in  their  judgment,   the
elimination  of the  classified  Board  would  not  significantly  increase  the
influence of the Horejsi Affiliates,  because the declassification only shortens
the period for  replacement of a majority of directors,  and does not change the
relative  voting  power  of the  Horejsi  Affiliates  compared  to  that  of the
non-Horejsi stockholders. In addition, it does not diminish or change in any way
the  Directors'  duties  to the Fund and its  stockholders,  including  minority
non-Horejsi  stockholders.  The Independent Directors also concluded that having
annual  elections of all Directors would give all stockholders a more direct and
effective means to express their  evaluation of the Directors'  performance than
exists currently with the classified  Board system in which Directors,  although
always subject to removal by the stockholders, are as a practical matter subject
to  stockholder  evaluation  only once every  three  years  with the  three-year
election cycle. The Independent Directors believe that the annual election cycle
thus would provide significant  benefits to the Fund's non-Horejsi  stockholders
that would  outweigh any  disadvantage  resulting  from the potential  increased
influence of the Horejsi Affiliates.

     In  approving  the  Declassification   Proposal  and  the  other  Corporate
Governance Proposals, the Board was aware of their impact given the current size
of the  Horejsi  Affiliates'  holdings in the Fund.  However,  given the Horejsi
Affiliates'  current  holdings,  it would not be possible for the  Affiliates to
unilaterally  change the Board or to effect other  fundamental  changes  without
first garnering substantial  non-Horejsi  stockholder support.  Nonetheless,  in
general,  the Corporate  Governance  Proposals make it harder for both the Board
and  other  stockholders  to  effect  significant  changes  to the Fund that the
Horejsi  Affiliates  might  oppose.  The  Board  also  noted  that  there  is no
requirement  for the Horejsi  Affiliates to maintain  their current  influential
position in the Fund,  and that at lower  ownership  levels,  the ability of the
Horejsi  Affiliates to influence changes or to effectively block certain changes
is reduced.  The Board also  believed  that,  notwithstanding  the effect of the
Corporate Governance Proposals in light of current stockholder demographics, the
Proposals are part of a consistent  philosophy of Board  accountability  to Fund
stockholders.

     Accordingly,  after due  consideration of the various arguments in favor of
and against a classified board, and after taking into account the support of the
Horejsi Affiliates and the unanimous support of the Independent  Directors,  the
full  Board  has  concluded  that it is in the  best  interests  of the  Fund to
declassify the Board and to implement the  Declassification  Proposal as well as
the other Corporate Governance Proposals.

Vote  Required.  Proposal 2 requires the  affirmative  vote of a majority of the
votes entitled to be cast on the matter by the holders of the Common Stock.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 2.


                                   PROPOSAL 3

           AMENDMENT TO THE CHARTER PROVIDING THAT DIRECTORS SHALL BE
              ELECTED BY A PLURALITY OF VOTES CAST AT A MEETING AT
                            WHICH A QUORUM IS PRESENT

     The Board proposes and unanimously  recommends that stockholders approve an
amendment to the Fund's  Charter to provide that the Directors  shall be elected
by a  "plurality"  of votes  cast at a meeting at which a quorum is  present.  A
"plurality of votes cast" simply means that, in an election where there are more
than two nominees for a single  position,  the person  receiving  the most votes
wins.  Most public office  elections are decided by a "plurality" of votes cast.
If Proposal 3 is approved by stockholders,  any subsequent proposal to amend the
Charter to amend the plurality vote  requirement  would require the  affirmative
vote of the  holders of a majority  of all the votes  entitled to be cast on the
matter.

     If  stockholders  approve  this  Proposal,  the Fund  will  take  action to
implement the Proposal by filing the appropriate charter documents with the SDAT
adding the following provision to the Charter:

     A plurality of all the votes cast at a meeting at which a quorum is present
     shall be sufficient to elect a director.

Purpose  of  the  Amendment.  The  Board  is  submitting  this  Proposal  to the
stockholders  as part of its ongoing  corporate  governance  initiatives  and in
keeping with its goal of ensuring that the Fund's corporate  governance policies
maximize management  accountability to stockholders.  Under the Maryland General
Corporation  Law ("MGCL"),  a plurality vote is the vote  currently  required to
elect directors of the Fund.  However,  also under the MGCL, the Board may amend
the Fund's Bylaws to increase the vote  requirement  (e.g., the affirmative vote
of the holders of a majority of the  outstanding  shares entitled to vote in the
election of directors). Because, generally, bylaws of a Maryland corporation may
not  conflict  with charter  provisions,  the effect of Proposal 3, if approved,
would be to preclude the Board from changing the plurality  vote through a Bylaw
amendment without a stockholder vote.



     Generally, higher-than-plurality requirements to elect directors are viewed
as having the effect of  reducing  accountability  of  directors  to a company's
stockholders  and  violating  the  principle  that a simple  plurality of voting
shares  should be all that is  necessary to effect  change  regarding a board of
directors.  Requiring a higher voting standard may permit management to entrench
itself in  contested  elections.  It is the Board's  belief  that  election by a
"plurality"  is an  essential  element of good  corporate  democracy  and is the
fairest  means of electing the  Directors.  Notably,  under  Maryland  law, once
approved,  the  plurality  voting  requirement  under this  Proposal  may not be
changed without the  affirmative  vote of a majority of the votes entitled to be
cast on the matter by the holders of the Fund's Common Stock.

     The  Board  considered  this  Proposal  as  well  as  the  other  Corporate
Governance  Proposals  over  three  meetings  held in  early  2004  (see  "Board
Considerations   Regarding   Declassification  and  Other  Corporate  Governance
Proposals"  beginning  on Page 12  above).  The Board has  determined  that this
Proposal  furthers  the goal of ensuring  that the Fund's  corporate  governance
policies maximize Board and management accountability to stockholders.

Vote  Required.  Approval  of  Proposal 3  requires  the  affirmative  vote of a
majority  of the votes  entitled  to be cast on the matter by the holders of the
Common Stock.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 3.


                                   PROPOSAL 4

           AMENDMENT TO THE CHARTER PROVIDING THAT THE SECRETARY SHALL
            CALL A SPECIAL MEETING OF STOCKHOLDERS UPON THE REQUEST
               OF HOLDERS OF 25% OF THE FUND'S OUTSTANDING SHARES

     The Board proposes and unanimously  recommends that stockholders approve an
amendment to the Charter to provide that the  Secretary of the Fund shall call a
special meeting of stockholders at the request of stockholders  entitled to cast
at least 25% of all votes  entitled to be cast at the meeting.  If Proposal 4 is
approved,  any  subsequent  proposal  to amend  the  Charter  to  increase  this
threshold would require the affirmative vote of the holders of a majority of all
votes entitled to be cast on the matter.

     If  stockholders  approve  this  Proposal,  the Fund  will  take  action to
implement  the Proposal by filing the  appropriate  charter  documents  with the
SDAT.  If approved  by  stockholders,  the  Charter  would be amended to add the
following provision:

     The  Secretary  of the  Corporation  shall  call a special  meeting  of the
     stockholders  on the written  request of  stockholders  entitled to cast at
     least twenty-five percent (25%) of all the votes entitled to be cast at the
     meeting.

Purpose  of  the  Amendment.  The  Board  is  submitting  this  Proposal  to the
stockholders  as part of its ongoing  corporate  governance  initiatives  and in
keeping with its goal of ensuring that the Fund's corporate  governance policies
maximize  management  accountability to stockholders.  This Proposal would allow
stockholders  holding  shares  entitled  to cast at least  25% of all the  votes
entitled  to be cast at the  meeting to compel the  Secretary  to call a special
meeting of stockholders.  Most state corporation  statutes allow stockholders to
compel a special  meeting when they want to take action on certain  matters that
arise between regularly scheduled annual meetings.  Sometimes this right applies
only if a  stockholder,  or  group of  stockholders,  owns a  minimum  threshold
percentage  of   outstanding   shares.   In  terms  of  day-to-day   governance,
stockholders  may lose an important right (e.g., the ability to remove directors
or  initiate  a  stockholder  resolution  without  having  to wait  for the next
scheduled meeting) if they are unable to compel a special meeting. The inability
to compel a special  meeting and the resulting  insulation  of management  could
result in suffering corporate  performance and stockholder  returns. In summary,
excessive ownership  requirements for calling meetings constrains the ability of
stockholders to act independently and hold the Board and management accountable.

     Presently  the  Charter is silent on the  ownership  threshold  to compel a
special  meeting,  although the Fund's Bylaws provide that a special meeting may
be called by the Secretary upon the request of  stockholders  "owning a majority
of the votes entitled to be cast at the meeting". If approved,  Proposal 4 would
reduce the ownership  threshold  necessary to compel a special meeting to shares
entitled  to cast 25% all the votes  entitled  to be cast at a meeting and would
supersede the corresponding  Bylaw provision.  Notably,  the 25% requirement for
compelling a special meeting is the threshold  provided under the MGCL (see MGCL
ss.2-502) in the absence of a contrary Bylaw or charter provision.



     The  Board  considered  this  Proposal  as  well  as  the  other  Corporate
Governance  Proposals  over  three  meetings  held in  early  2004  (see  "Board
Considerations   Regarding   Declassification  and  Other  Corporate  Governance
Proposals"  beginning  on Page 12 above).  The Board  noted that,  if  approved,
because the Horejsi  Affiliates own approximately 22% of the Shares,  Proposal 4
would give the  Horejsi  Affiliates  significant  influence  to compel a special
meeting at any time,  although they would have to acquire additional Fund shares
or garner  the  support  of other  stockholders  to reach the  requisite  25% of
outstanding shares threshold  contemplated by this Proposal to compel a meeting.
The Board also considered the possibility of additional expenses associated with
special meetings and the potential  disruption to Fund business and diversion of
the  attention  of  Fund   management   should   special   meetings  be  called.
Notwithstanding,  the Board  determined that the  majority-of-outstanding-shares
threshold  is simply  too high and only  serves to  insulate  the Board from its
stockholders.  The Board also  considered  the reduction in the number of shares
needed to call a special  meeting  to be  appropriate  in light of the  proposed
modification or elimination of several of the  super-majority  voting provisions
in the Charter and  Bylaws.  When a  supermajority  vote is  required,  a higher
threshold for calling a meeting seems  reasonable to assure that the  associated
expenses  are not incurred  unless the  proposal  has a  reasonable  prospect of
passage.  With lower voting  requirements on many matters,  a lower threshold to
hold a special  meeting seems  reasonable.  The Board has  determined  that this
Proposal  furthers  the goal of ensuring  that the Fund's  corporate  governance
policies maximize Board and management accountability to stockholders and would,
if approved,  better allow  stockholders the opportunity to register their views
on the performance of the Fund and the Board.

Vote  Required.  Approval  of  Proposal 4  requires  the  affirmative  vote of a
majority  of the votes  entitled  to be cast on the matter by the holders of the
Common Stock.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 4.


                                   PROPOSAL 5

         AMENDMENT TO THE CHARTER VESTING IN THE STOCKHOLDERS THE POWER
                            TO AMEND OR ADOPT BYLAWS

     Under  the  Fund's  Charter,  the Board  has  exclusive  power to amend the
Bylaws. The Board proposes and unanimously  recommends that stockholders approve
an amendment to the Charter to (i) vest  stockholders  with the concurrent power
to make, amend, adopt or repeal Bylaws by the affirmative vote of the holders of
a majority of the votes cast on the  matter,  and (ii)  prohibit  the Board from
making,  amending,  adopting  or  repealing  any Bylaw which  conflicts  with or
otherwise  attempts  to alter the  effect  of  stockholder-approved  Bylaws.  If
Proposal 5 is approved,  any  subsequent  proposal to amend the Charter to alter
stockholders'  power to amend the Bylaws would require the  affirmative  vote of
the holders of a majority of all votes entitled to be cast on the matter.

     If  stockholders  approve  this  Proposal,  the Fund  will  take  action to
implement  the Proposal by filing the  appropriate  charter  documents  with the
SDAT.  If  approved  by  stockholders,  the  Charter  will be amended to add the
following provisions:

     The Bylaws of the Corporation, whether adopted by the Board of Directors or
     the stockholders,  shall be subject to amendment, alteration or repeal, and
     new Bylaws may be made, by either (a) the affirmative vote of a majority of
     all the votes cast at a stockholders  meeting at which a quorum is present;
     or (b) the  Board  of  Directors;  provided,  however,  that  the  Board of
     Directors  may not (i) amend or  repeal a Bylaw  that  allocates  solely to
     stockholders  the power to amend or repeal  such  Bylaw,  or (ii)  amend or
     repeal Bylaws or make new Bylaws that  conflict with or otherwise  alter in
     any  material  respect  the  effect of  Bylaws  previously  adopted  by the
     stockholders.

Purpose  of  the  Amendment.  The  Board  is  submitting  this  Proposal  to the
stockholders  as part of its ongoing  corporate  governance  initiatives  and in
keeping with its goal of ensuring that the Fund's corporate  governance policies
maximize  Board and management  accountability  to  stockholders.  This Proposal
would vest in the  stockholders  the power to amend,  repeal or adopt Bylaws and
prevent the Board's unilaterally  changing Bylaw amendments that are approved by
stockholders.  Your Board  believes that all  stockholders  benefit if they have
better  access and more  influence in the Fund's  governance.  The Fund's Bylaws
contain important policies affecting the day-to-day management of the Fund which
the Board believes stockholders should have a voice in establishing.



     Presently the Charter is silent on who has the authority to make,  alter or
repeal the Bylaws of the  Corporation.  Under the MGCL,  this authority  resides
with the stockholders unless otherwise provided in the Charter or Bylaws.  Under
the Fund's current Bylaws,  the power to make,  alter or repeal Bylaws is shared
among the Board and stockholders. The Board believes that the authority to make,
alter or repeal Bylaws should continue to be shared authority  between the Board
and  stockholders.  This permits the Board to be responsive to  house-keeping as
well as substantive  matters  regarding Fund operations,  while at the same time
giving stockholders the power to effect changes should they choose to do so. The
Board also believes that when  stockholders  "speak" by adopting a Bylaw,  their
action should not be subject to being  overturned or altered by unilateral Board
action.   The  Board   believes  that  this  Proposal   will   accommodate   the
practicalities  of  managing  the  Fund  while at the same  time  protecting  an
important right of  stockholders.  Proposal 5 codifies in the Charter the shared
authority  to make,  alter or repeal  Bylaws,  while at the same time  making it
clear that Bylaws that are adopted by stockholders  cannot be altered,  repealed
or otherwise circumvented without the affirmative approval of stockholders.

     The  Board  considered  this  Proposal  as  well  as  the  other  Corporate
Governance  Proposals  over  three  meetings  held in  early  2004  (see  "Board
Considerations   Regarding   Declassification  and  Other  Corporate  Governance
Proposals"  beginning  on Page 12  above).  The Board has  determined  that this
Proposal  furthers  the goal of ensuring  that the Fund's  corporate  governance
policies maximize Board and management  accountability to stockholders and allow
stockholders  better  and  consistent  access  to effect  change  in the  Fund's
governing documents.

Vote  Required.  Approval  of  Proposal 5  requires  the  affirmative  vote of a
majority  of the votes  entitled  to be cast on the matter by the holders of the
Common Stock.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 5.


                                   PROPOSAL 6

         AMENDMENT TO THE CHARTER PROHIBITING THE FUND FROM OPTING INTO
            ANY PROVISION OF THE MARYLAND UNSOLICITED TAKEOVERS ACT

     The Board proposes and unanimously  recommends that stockholders approve an
amendment to the Charter that would  prohibit the Fund from being subject to the
provisions of the Maryland  Unsolicited  Takeovers Act, MGCL ss.ss.3-801 through
805 ("MUTA").  In 2000,  the Fund's prior Board elected to be subject to certain
provisions  of MUTA.  However,  the current  Board has  resolved to rescind that
prior election and is recommending that  stockholders  prohibit the Fund's Board
in the future from  electing  to be subject to MUTA  without  prior  stockholder
approval.

     Under MUTA, a Maryland  corporation with three independent  directors and a
class of  equity  securities  registered  under  the  1933  Act may  elect to be
subject,  by provision in its charter or bylaws or a resolution  of its board of
directors and  notwithstanding  any contrary provision in the charter or bylaws,
to any or all of five  statutory  provisions:  (i) a  classified  board,  (ii) a
two-thirds vote  requirement for removing a director,  (iii) a requirement  that
the  number  of  directors  be  fixed  only  by vote  of the  directors,  (iv) a
requirement  that a  vacancy  on the  board  be  filled  only  by the  remaining
directors  and for the  remainder  of the full term of the class of directors in
which the vacancy occurred,  and (v) a majority  requirement for stockholders to
compel the calling of a special meeting of stockholders. If approved, Proposal 6
would amend the Charter to prohibit the Board from  unilaterally  electing to be
subject  to  any  of  MUTA's  provisions  without  first  obtaining  stockholder
approval.  Such approval, or any subsequent amendment to the Charter to alter or
repeal this prohibition, would require the affirmative vote of a majority of all
the votes entitled to be cast on the matter.

     If  stockholders  approve  this  Proposal,  the Fund  will  take  action to
implement  the Proposal by filing the  appropriate  charter  documents  with the
SDAT.  If approved  by  stockholders,  the  Charter  would be amended to add the
following provision:

     The  Corporation is prohibited from electing to be subject to any provision
     of Title 3,  Subtitle 8 of the MGCL,  as amended from time to time,  or any
     successor to such provisions.

Purpose  of  the  Amendment.  The  Board  is  submitting  this  Proposal  to the
stockholders  as part of its ongoing  corporate  governance  initiatives  and in
keeping with its goal of ensuring that the Fund's corporate  governance policies
maximize Board and management  accountability to stockholders.  Under several of
the Corporate Governance Proposals,  the Board is recommending that stockholders
(i) declassify the Board (Proposal 2), (ii) require the Secretary of the Fund to
call special  meetings of the stockholders on the written request of the holders
of 25% of  outstanding  shares  (Proposal  4) and  (iii)  limit  the  number  of
directorships  to five (Proposal 8). MUTA conflicts with each of these Proposals
and, if the Board has the authority to elect on behalf of the Fund to be subject
to MUTA, it could circumvent each of these measures which the stockholders  have
duly approved.




     MUTA may be perceived as having the effect of  entrenching  management  and
diminishing  stockholder  influence.  Where, as here, a fund's stockholders have
expressed an informed decision to maximize  stockholder  influence,  even at the
risk of  incurring  additional  expense  or  facilitating  unwanted  stockholder
action,  it would be anomalous  for the Board at a later date to overturn  those
decisions. The Board recognized that although adopting this Proposal would limit
their options in certain  circumstances,  it is an appropriate  step in order to
protect the decision  stockholders will have expressed in approving Proposals 2,
4 and 8.

     The  Board  considered  this  Proposal  as  well  as  the  other  Corporate
Governance  Proposals  over  three  meetings  held in  early  2004  (see  "Board
Considerations   Regarding   Declassification  and  Other  Corporate  Governance
Proposals"  beginning  on Page 12 above and  "Purpose  of the  Amendment"  under
Proposals  2, 4 and 8). The Board has  determined  that  Proposal 6 furthers the
goal of ensuring that the Fund's corporate  governance  policies  maximize Board
and management accountability to stockholders.

Vote  Required.  Proposal 6 requires the  affirmative  vote of a majority of the
votes entitled to be cast on the matter by the holders of the Common Stock.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 6.


                                   PROPOSAL 7

          AMENDMENT TO THE CHARTER TO ALTER THE VOTE REQUIRED TO EFFECT
                  CERTAIN EXTRAORDINARY CORPORATE TRANSACTIONS

     The Board proposes and unanimously  recommends that stockholders approve an
amendment  to the  Charter  that would  repeal  Article  Seventh,  Section 5 and
replace it with a new section providing that no (a) business  combination (e.g.,
mergers,   consolidation,   share  exchanges),   (b)  voluntary  liquidation  or
dissolution,  (c) stockholder proposal regarding specific investment  decisions,
(d)  proposal  to open-end  the Fund,  or (e) self tender for more than 25% of a
Fund's shares in any  twelve-month  period,  may be effected without the vote of
two-thirds of the Fund's  outstanding  shares, and that such amendment cannot be
amended, altered or repealed without the affirmative vote of at least two-thirds
of the votes entitled to be cast on the matter.

     Although the  Charter's  current  Article  Seventh,  Section 5 provides for
similar  increased  stockholder  voting  thresholds  for  certain  extraordinary
actions, the Board believes the amendment contemplated under Proposal 7 covers a
broader range of relevant actions,  makes stockholder approval more realistic if
there is substantial  stockholder  support (e.g.,  reduces the voting  threshold
requirement  from 75% to  two-thirds),  and  prevents the  provision  from being
altered or  repealed  without the  affirmative  vote of at least  two-thirds  of
outstanding shares.

     If  stockholders  approve  this  Proposal,  the Fund  will  take  action to
implement  the Proposal by filing the  appropriate  charter  documents  with the
SDAT.  If  approved  by  stockholders,  the  Charter  would be amended to repeal
Article Seventh, Section 5 and replace it with the following provisions:

         (a)  In this Section, "Business Combination" means:
             (1) a merger or consolidation of the Corporation with or into any
     person other than an investment company in a family of investment companies
     having the same investment adviser or administrator as the Corporation;
             (2) the sale, lease, exchange, mortgage, pledge, transfer or other
     disposition (in one transaction or a series of transactions) to or with any
     other person of any assets of the Corporation except (x) for the payment of
     dividends or other distributions, (y) for portfolio transactions of the
     Corporation effected in the ordinary course of the Corporation's business,
     including permitted borrowings, or (z) in connection with a reorganization
     of the Corporation with another investment company in a family of
     investment companies having the same investment adviser or administrator as
     the Corporation; or
             (3) the issuance or transfer by the Corporation (in one transaction
     or a series of transactions) of any shares of the Corporation to any other
     person in exchange for cash, securities or other property of the
     Corporation (or a combination thereof), but excluding (v) sales of any
     shares of the Corporation in connection with a public offering thereof or,
     for shares of preferred stock or debt securities of the Corporation, a
     private placement thereof, (w) issuance of any securities of the
     Corporation upon the exercise of any stock subscription right issued by the
     Corporation, (x) with respect to the Corporation's dividend reinvestment
     and/or cash purchase plan, (y) in connection with a dividend or
     distribution made pro rata to all holders of stock of the same class, or
     (z) a transaction within the scope permitted under (a)(1) or (2) above.



         (b) In addition to the approval by the Board of Directors required by
     applicable law, the Charter or the Bylaws of the Corporation, the
     affirmative vote of the holders of shares entitled to cast at least
     two-thirds of all the votes entitled to be cast on the matter shall be
     required to approve:
             (1) a Business Combination;
             (2) a voluntary liquidation or dissolution of the Corporation;
             (3) a stockholder proposal as to specific investment decisions made
     or to be made with respect to the Corporation's assets;
             (4) an amendment to the Charter to convert the Corporation from a
     closed-end investment company to an open-end investment company or unit
     investment trust (as such terms are defined by the Investment Company Act
     of 1940, as amended), whether bymerger or otherwise;
             (5) a self tender for, or acquisition by the Corporation of, more
     than 25% of the Corporation's outstanding shares of stock, in the
     aggregate, during any twelve-month period.
         (c) This Section may not be amended, altered or repealed without the
     affirmative vote of the holders of at least two-thirds of all the votes
     entitled to be cast on the matter.

Purpose  of the  Amendment.  The Board is  submitting  this  Proposal  to assure
stockholders  that the Fund's  closed-end  structure and certain other  features
cannot  be  changed  without  substantial  support  of  stockholders.  The Board
believes  that a consistent  legal and  operating  structure is essential to the
Fund's long-range planning and investment horizons.  The Board believes that all
of  the  extraordinary  actions  described  in  this  Proposal   ("Extraordinary
Actions")  have the potential to be  disruptive to the efficient and  profitable
operation of the Fund.  However,  there may be times when Extraordinary  Actions
are  warranted and may receive  substantial  support of  stockholders.  In these
circumstances,   if  the  Board  approves  such  a  transaction,  and  there  is
substantial  stockholder support, the Board believes that the transaction should
go forward.

Board  Considerations.  The Board  considered  Proposal 7 along with, and at the
same meetings at which it considered,  the other Corporate  Governance Proposals
(see  "Board  Considerations  Regarding  Declassification  and  Other  Corporate
Governance Proposals" beginning on Page 12 above). The Board recognized that the
Charter already imposes an 75% super-majority voting requirement on the approval
of certain Extraordinary  Actions.  Proposal 7 would change that voting standard
to  two-thirds  such that any  Extraordinary  Action would  require  approval of
holders of two-thirds of all outstanding shares.

     The Board  understands that  super-majority  provisions are often viewed as
not being stockholder  friendly.  However, on balance, the Board determined that
the Proposal would result in a net benefit to stockholders. The Board determined
that  the  Proposal  would  protect  the  Fund  and  stockholders  from  certain
stockholders  or the  Fund's  own  management  who may seek to change the Fund's
long-standing  closed-end investment  structure,  or to effect a merger or other
business  combination.  Because such changes would be disruptive and contrary to
the expectations of many (if not most)  stockholders and could result in adverse
economic effects, the Board determined that the special provisions  contemplated
by this Proposal are reasonable and justified.  The Board  recognized that there
may be circumstances where a proposed  Extraordinary Action may be warranted and
in the best interest of the Fund and that the voting  requirements  contemplated
by the  Proposal  might make such an  Extraordinary  Action  more  difficult  to
effect. However, if such a proposal was clearly in the best interest of the Fund
and stockholders,  the proposal would likely be supported by the Board and would
receive  substantial - and thus the necessary - stockholder support for passage.
The Board noted that,  because of the Horejsi  Affiliates'  current  influential
position in the Fund's shares,  the effect of this Proposal would be to give the
Horejsi Affiliates considerable influence in the passage, or de facto veto power
over any of the Extraordinary Actions contemplated by the Proposal. Nonetheless,
the Board  determined  that the net benefits to the Fund outweighed any increase
in  influence  of the  Horejsi  Affiliates  because  this  Proposal  assures all
stockholders  of a stable and  consistent  operating  structure and  environment
within which they can further their investment goals. In addition,  the position
of the Horejsi Affiliates, assuming approval of Proposal 7, is not significantly
different from its position under existing Charter provisions.

Vote  Required.  Approval  of  Proposal 7  requires  the  affirmative  vote of a
majority  of the votes  entitled  to be cast on the matter by the holders of the
Common Stock.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 7.



                                   PROPOSAL 8

           AMENDMENT TO THE CHARTER TO ESTABLISH THE MAXIMUM NUMBER OF
                               DIRECTORS AT FIVE

     The Board proposes and unanimously  recommends that stockholders approve an
amendment to the Charter providing that the maximum number of Directors shall be
and not exceed five. Any subsequent  amendment to this new Charter provision and
the conforming changes described below would require the affirmative vote of the
holders of a majority of all the votes entitled to be cast on the matter.

     If  stockholders  approve  this  Proposal,  the Fund  will  take  action to
implement  the Proposal by filing the  appropriate  charter  documents  with the
SDAT. If approved by stockholders, Article Sixth, Section 1 will be repealed and
replaced in its entirety (subject to the additions  contemplated  under Proposal
2) by the following provision:

     The number of directors shall be five, which number may be decreased by the
     Board of the Directors  pursuant to the Bylaws but shall never be less than
     the minimum required by the MGCL.

In addition, other corresponding changes will be made to the Charter.

Purpose  of  the  Amendment.  The  Board  is  submitting  this  Proposal  to the
stockholders  as part of its ongoing  corporate  governance  initiatives  and in
keeping with its goal of ensuring that the Fund's corporate  governance policies
maximize Board and management  accountability to stockholders.  Company charters
often  contain  provisions  that set a high  upper-limit  on the number of board
seats,  permitting  the  company's  board to increase or decrease  the number of
board seats in their discretion,  though subject to this upper limit.  Currently
the Fund's  Charter sets a lower limit of three on the Board size and the Bylaws
contemplate a Board size of between three and twelve  Directors,  permitting the
Board to  increase or  decrease  its size  subject to the upper limit of twelve.
Often boards use such  provisions to quickly  increase or decrease their size in
an effort to dilute the voting  impact of  directors - such as those  elected in
proxy contests - with views contrary to those of management. The Board views the
ability to  manipulate  the number of  members on the Board as  unnecessary  and
ultimately  ineffective  in thwarting  stockholder  activism.  In  addition,  it
potentially  increases Fund expenses and insulates the Board from  stockholders.
Common  sense  suggests  that if the Fund has more  Board  seats,  it (and  thus
stockholders)  will spend more on Board  compensation.  The Board believes that,
because of the relatively  narrow  business focus of an investment  company like
the Fund, five Directors can adequately and efficiently fulfill their obligation
to oversee the  operations of the Fund and its management and act as "watchdogs"
for  stockholders.  The Board  believes  that the best approach is to seek a few
highly qualified  individuals to fill  directorships  and pay them fairly.  This
way,  stockholders  get more  "bang for the  buck" in their  Board and don't pay
unnecessary Board expenses.

Vote  Required.  Approval  of  Proposal 8  requires  the  affirmative  vote of a
majority  of the votes  entitled  to be cast on the matter by the holders of the
Common Stock.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 8.


                                   PROPOSAL 9

  AMENDMENT TO THE CHARTER PROVIDING THAT ONLY CERTAIN CORPORATE ACTIONS SHALL
        BE APPROVED BY THE AFFIRMATIVE VOTE OF THE HOLDERS OF AT LEAST A
          MAJORITY OF ALL THE VOTES ENTITLED TO BE CAST ON THE MATTER.

     The Board proposes and unanimously  recommends that stockholders approve an
amendment to the Charter to repeal in its entirety Article Seventh, Section 3 of
the Charter, which currently provides:

     The  corporation  reserves the right to take any lawful  action and to make
     any amendment of these  Articles of  Incorporation,  including the right to
     make any  amendment  which  changes  the terms of any shares of the capital
     stock of the  corporation  of any  class  now or  hereafter  authorized  by
     classification,  reclassification,  or otherwise, and to make any amendment
     authorizing  any sale,  lease,  exchange or transfer  of the  property  and
     assets of the corporation as an entirety,  or substantially as an entirety,
     with or  without  its good will and  franchise,  if a  majority  of all the
     shares of the  capital  stock of the  corporation  at the time  issued  and
     outstanding  and  entitled  to vote,  vote in favor of any such  action  or
     amendment,  or consent  thereto in writing,  and reserves the right to make
     any amendment of these  Articles of  Incorporation  in any form,  manner or
     substance now or hereafter authorized or permitted by law.



If approved by the stockholders, Article Seventh, Section 3 would be replaced by
the following new provisions  which would generally  govern voting  requirements
for corporate actions and Charter amendments:

     Notwithstanding  any  provision of law  requiring any action to be taken or
     authorized by the affirmative  vote of the holders of a greater  proportion
     of the votes of all  classes  or of any class of stock of the  Corporation,
     such action  shall be  effective  and valid if taken or  authorized  by the
     affirmative  vote of a majority of the total number of votes entitled to be
     cast thereon, except as otherwise specifically provided in the Charter.

     The  Corporation  reserves  the  right to  make,  from  time to  time,  any
     amendment to its Charter now or hereafter  authorized by law (including any
     amendment  that alters the contract  rights,  as expressly set forth in the
     Charter,  of any class of  outstanding  stock)  and all  rights at any time
     conferred  upon the  stockholders  of the  Corporation  by the  Charter are
     granted  subject to the  provisions  of this  Article.  Except as otherwise
     provided  in the  Charter,  any of the  provisions  of the  Charter  may be
     amended,  altered or repealed upon the affirmative vote of the holders of a
     majority of the votes entitled to be cast by stockholders.

If  stockholders  approve this Proposal,  the Fund will take action to implement
the action by filing the appropriate charter documents with the SDAT.

Purpose  of the  Amendment.  This  Proposal  is being  made in order to repeal a
Charter  provision  that might be read to suggest that all corporate  actions be
approved by the holders of a majority of all shares of stock of the Corporation.
For example,  current Article  Seventh,  Section 3 might be read to increase the
vote  required  for  stockholders  to approve  non-extraordinary  actions  under
Maryland  law from the vote of a majority  of votes  cast to a  majority  of the
votes entitled to be cast (e.g.,  stockholder ratification of the appointment of
independent  auditors).  Current  Article  Seventh,  Section  3 is  unusual  for
Maryland corporations and burdensome for obtaining approval of otherwise mundane
corporate actions.

     Under Maryland law, a Maryland  corporation  generally  cannot take certain
extraordinary  actions (e.g.,  dissolve,  amend its charter,  merge, sell all or
substantially all of its assets, engage in a share exchange or engage in similar
transactions  outside  the  ordinary  course of  business),  unless  approved by
stockholders  holding at least  two-thirds of the shares entitled to vote on the
matter.  However,  under Maryland law, a Maryland corporation may in its charter
reduce the percentage  necessary to approve such actions, but never to less than
a  majority  of all of the  votes  entitled  to be cast on the  matter.  Current
Article VII, Section 3 utilizes  Maryland's  "vote-reduction"  provision when it
purports to require  that all  corporate  actions be approved by a "majority  of
outstanding  shares".  Proposal 9 does not attempt to change  this,  but it does
seek to provide more flexibility by permitting the Charter to make exceptions to
the  majority-of-outstanding-shares  requirement. This exception is necessary to
accommodate the voting  requirements under Proposals 5 and 7 (i.e.,  majority of
votes cast and two-thirds of votes entitled to be cast,  respectively).  The new
language     also     permits     voting     requirements     other    than    a
majority-of-outstanding-shares  with  respect to  approval  of  certain  Charter
amendments  (e.g.,  amending  the  provisions  contemplated  by Proposal 7). The
changes under Proposal 9 will conform the Fund's  amendment  provisions to those
more typical adopted by Maryland corporations.

Vote  Required.  Proposal 9 requires the  affirmative  vote of a majority of the
votes entitled to be cast on the matter by the holders of the Common Stock.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 9.


                                   PROPOSAL 10

                PROPOSAL TO AMEND AND RESTATE THE FUND'S CHARTER

     The Board proposes and unanimously  recommends that stockholders  approve a
Proposal  to amend and  restate  the  Charter  as set forth in the  Articles  of
Amendment  and  Restatement  attached  hereto  as  Exhibit  A.

Purpose  of the  Amendment.  There  are many  Charter  amendments  proposed  for
consideration  and  approval at this  Meeting.  Because,  if  approved,  so many
amendments  will be made to the  Charter all at once,  the  Meeting  presents an
opportunity to consolidate  all of the provisions of the Charter  (including the
amendments  approved at the  Meeting).  Various  conforming  and  organizational
amendments,  as well as the substantive  amendments  described under each of the
Corporate  Governance  Proposals  above,  are reflected in their entirety in the
attached Articles of Amendment and Restatement.  Included in the various changes
is the repeal of Article Ninth, which contains obsolete  provisions  relating to
the Fund's rights with respect to its prior name.



     If  stockholders  approve  Proposals  2 through  10, the Fund will file the
Articles of Amendment and Restatement with the SDAT. If certain of the Corporate
Governance  Proposals are approved by stockholders  and others are not, the Fund
will not  implement  Proposal 10 and will not file the Articles of Amendment and
Restatement.  Instead,  the Fund will file with the SDAT  Articles of  Amendment
reflecting only those Charter amendments approved by stockholders at the Meeting

Vote Required.  Proposal 10 requires the  affirmative  vote of a majority of the
votes entitled to be cast on the matter by the holders of the Common Stock.

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" PROPOSAL 10.


                       SUBMISSION OF STOCKHOLDER PROPOSALS

     All proposals by stockholders of the Fund that are intended to be presented
at the Fund's next Annual Meeting of  stockholders to be held in 2005 must be in
writing and received by the Fund for  consideration  for inclusion in the Fund's
proxy statement relating to the meeting no later than December 6, 2004. Any such
proposal  shall set forth as to each  matter the  stockholder  proposes to bring
before the meeting (i) a brief description of the business desired to be brought
before the meeting and the reasons for conducting  such business at the meeting,
(ii)  the  name  and  address,  as  they  appear  on the  Fund's  books,  of the
stockholder proposing such business, (iii) the class and number of shares of the
capital stock of the Fund which are beneficially  owned by the stockholder,  and
(iv) any material  interest of the  stockholder  in such  business.  Stockholder
proposals,  including any accompanying supporting statement,  may not exceed 500
words.  A  stockholder  desiring  to  submit  a  proposal  must be a  record  or
beneficial owner of Shares with a market value of $2,000 and must have held such
Shares for at least one year.  Further,  the  stockholder  must continue to hold
such Shares through the date on which the meeting is held.  Documentary  support
regarding the  foregoing  must be provided  along with the  proposal.  There are
additional  requirements regarding proposals of stockholders,  and a stockholder
contemplating  submission  of a proposal is  referred to Rule 14a-8  promulgated
under the 1934 Act. The timely  submission  of a proposal does not guarantee its
inclusion in the Fund's proxy materials.

     Any  submission of a director  nomination  should  include at a minimum the
following   information:   As  to  each  individual  proposed  for  election  or
re-election as director, the name, age, business address,  residence address and
principal  occupation or employment of such  individual,  the class,  series and
number  of  shares  of  stock of the Fund  that are  beneficially  owned by such
individual,  the date shares were  acquired  and the  investment  intent of such
acquisition, whether such stockholder believes such individual is, or is not, an
"interested  person" of the Fund (as defined in the 1940 Act),  and  information
regarding  such  individual  that  is  sufficient,  in  the  discretion  of  the
Nominating  Committee,  to make such  determination,  and all other  information
relating to such  individual that is required to be disclosed in solicitation of
proxies for election of directors  in an election  contest  (even if an election
contest is not  involved) or is  otherwise  required,  in each case  pursuant to
Regulation 14A (or any successor provision) under the Securities Exchange Act of
1934, as amended, and the rules thereunder  (including such individual's written
consent to being named in the proxy  statement  as a nominee and to serving as a
director  (if  elected)).  In  the  case  of  the  Fund  holding  a  meeting  of
stockholders, any such submission in order to be considered for inclusion in the
Fund's proxy  statement,  should be submitted by a date not later than the 120th
calendar day before the date the Fund's proxy statement was released to security
holders in connection  with the Fund's previous year's annual meeting or, if the
Fund has changed the meeting date by more than 30 days or if no meeting was held
the previous year,  within a reasonable time before the Fund begins to print and
mail its proxy  statement.

     A stockholder  may nominate an individual to serve as a director or propose
other business at an annual meeting, even if the stockholder does not submit the
nomination  or proposal for  inclusion in the Fund's  proxy  statement.  In this
case, the stockholder must provide notice to the Fund,  including certain of the
information  described  above,  at least 60 days  before  the date of the annual
meeting.  If less than 70 days' notice or prior public disclosure of the meeting
is given or made to the stockholders,  the stockholder's notice to the Fund must
be  received  by the Fund not later than the close of  business on the tenth day
following the day on which the notice of the date of the annual meeting is given
or the public disclosure was made.



                             ADDITIONAL INFORMATION

     INDEPENDENT  ACCOUNTANTS.  On January 23, 2004, the Audit  Committee of the
Board,  consisting  of those  Directors  who are not  "interested  persons"  (as
defined in the 1940 Act),  selected KPMG LLP ("KPMG"),  99 High Street,  Boston,
Massachusetts 02110-2371, as independent accountants for the Fund for the Fund's
fiscal year ending  November 30, 2004. The selection of KPMG was ratified by the
entire Board.  KPMG also served as independent  accountants for the Fund for the
Fund's fiscal year ending November 30, 2003. A  representative  of KPMG will not
be present at the Meeting but will be available  by  telephone  and will have an
opportunity  to make a statement  if the  representative  so desires and will be
available to respond to appropriate questions.

     Set forth  below are audit fees and  non-audit  related  fees billed to the
Fund for  professional  services  received from KPMG for the Fund's fiscal years
ended November 30, 2002 and 2003, respectively.





              Fiscal Year Ended        Audit Fees       Audit-Related Fees       Tax Fees*         All Other Fees

                                                                                          
                  11/30/2002**           $15,000                $0                 $5,750                $ 0

                  11/30/2003             $22,500                $0                $ 5,750                $ 0


*    "Tax Fees" are those fees  billed to each Fund by KPMG in  connection  with
     tax  consulting  services,  including  primarily  the review of each Fund's
     income tax returns.

**   For the five-months  ended  11/30/02.  In 2002, the Fund changed its fiscal
     year-end from June 30 to November 30.



     The Audit Committee  Charter requires that the Audit Committee  pre-approve
all audit and non-audit services to be provided by the auditors to the Fund, and
all non-audit  services to be provided by the auditors to the Fund's  investment
adviser and any service  providers  controlling,  controlled  by or under common
control with the Funds' investment adviser  ("affiliates") that provide on-going
services to each Fund, if the engagement  relates directly to the operations and
financial reporting of each Fund, or to establish detailed pre-approval policies
and procedures for such services in accordance with applicable  laws. All of the
audit,  audit-related and tax services described above for which KPMG billed the
Fund fees for the fiscal  years ended  November  30, 2002 and  November 30, 2003
were pre-approved by the Audit Committee.

     KPMG has  informed  the Fund that it has no direct  or  indirect  financial
interest in the Fund. For the Fund's fiscal year ended  November 30, 2003,  KPMG
did not provide any non-audit services or bill any fees for such services to the
Funds' investment adviser or any affiliates thereof that provide services to the
Fund. The Horejsi  Affiliates have engaged KPMG from time to time in the past to
provide  various  accounting,  auditing and  consulting  services and  currently
engages  KPMG as a  consultant  with  respect to  ongoing  tax  related  issues.
However,  for the twelve months ended November 30, 2003, the Horejsi  Affiliates
paid $875 to KPMG for their  services.  The Audit  Committee has  considered and
concluded  that  the  provision  of  non-audit   services  is  compatible   with
maintaining the auditors' independence.

     Section 16(a) Beneficial Ownership Reporting  Compliance.  Section 16(a) of
the 1934 Act and Section 30(h) of the 1940 Act requires the Fund's Directors and
officers,  persons affiliated with the Fund's investment  advisers,  and persons
who own more than 10% of a registered  class of the Fund's  securities,  to file
reports of  ownership  and  changes of  ownership  with the SEC and the New York
Stock  Exchange.  Directors,  officers  and  greater-than-10%  stockholders  are
required by SEC regulations to furnish the Fund with copies of all Section 16(a)
forms they file. Based solely upon the Fund's review of the copies of such forms
it receives and written  representations  from such  persons,  the Fund believes
that  through the date hereof all such filing  requirements  applicable  to such
persons were complied with.



     Broker Non-Votes and Abstentions.  An uninstructed proxy for shares held by
brokers or nominees as to which (i) instructions have not been received from the
beneficial owners or the persons entitled to vote and (ii) the broker or nominee
does not have  discretionary  voting  power on a  particular  matter is a broker
"non-vote".  Proxies that reflect abstentions or broker non-votes  (collectively
"abstentions")  will be counted as shares that are present and  entitled to vote
on the  matter  for  purposes  of  determining  the  presence  of a  quorum.  In
circumstances  where the vote to approve a matter is a percentage  of votes cast
(Proposal  y1),  abstentions  have no effect  because  they are not a vote cast.
Thus, they will be disregarded in determining the "votes cast" on the particular
issue.  However,  with respect to Proposals 2 through 9, where the vote required
to approve the matter is the affirmative  vote of the holders of a percentage of
the total  number of votes  entitled  to be cast,  an  abstention  will have the
effect of a vote "against" the respective proposals.

                    OTHER MATTERS TO COME BEFORE THE MEETING

     The Fund does not intend to present any other business at the Meeting,  nor
is it aware  that any  stockholder  intends  to do so.  If,  however,  any other
matters are  properly  brought  before the  Meeting,  the  persons  named in the
accompanying   form  of  proxy  will  vote  thereon  in  accordance  with  their
discretion.


--------------------------------------------------------------------------------
IT IS  IMPORTANT  THAT  PROXIES BE RETURNED  PROMPTLY.  STOCKHOLDERS  WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE  THEREFORE  URGED TO COMPLETE,  SIGN,  DATE AND
RETURN  ALL  PROXY  CARDS  AS  SOON AS  POSSIBLE  IN THE  ENCLOSED  POSTAGE-PAID
ENVELOPE.
--------------------------------------------------------------------------------



                                   EXHIBIT A

                       BOULDER GROWTH & INCOME FUND, INC.

                      ARTICLES OF AMENDMENT AND RESTATEMENT

     FIRST:  Boulder  Growth & Income Fund,  Inc., a Maryland  corporation  (the
"Corporation"),  desires to amend and restate its charter as currently in effect
and as hereinafter amended.

     SECOND: The following provisions are all the provisions of the charter (the
"Charter") currently in effect and as hereinafter amended:

                                   ARTICLE I

                                      NAME

              The name of the corporation (the "Corporation") is:

                       Boulder Growth & Income Fund, Inc.

                                   ARTICLE II

                                    PURPOSE

The purposes for which the Corporation is formed are:

          (1) To purchase or  otherwise  acquire,  invest and  reinvest in, own,
     hold,  sell or otherwise  dispose of  securities  of every kind and nature,
     including without limitation,  stocks,  warrants and rights exercisable for
     stock, bonds,  debentures,  obligations or evidences of indebtedness,  bank
     acceptances and commercial paper.

          (2) To exercise any and all rights, powers or privileges of individual
     ownership or interest in respect of  securities  owned by it or in which it
     has any interest.

          (3) To engage in any lawful act or activity for which corporations may
     be organized  under the Maryland  General  Corporation  Law (the "MGCL") or
     other applicable  corporation law or laws as in effect,  from time to time,
     in the  State of  Maryland,  and in  general,  to do any or all such  other
     things in  connection  with the  objects and  purposes  of the  Corporation
     hereinbefore set forth, as are, in the opinion of the Board of Directors of
     the  Corporation,  necessary,  incidental,  relative  or  conducive  to the
     attainment  of such objects and  purposes;  and to do such acts and things,
     and to  exercise  any and all such  powers to the same  extent as a natural
     person  might  or  could  lawfully  do to the  full  extent  authorized  or
     permitted  to a  corporation  under any laws  that may be now or  hereafter
     applicable or available to the Corporation.

          (4) The foregoing  objects and purposes  shall,  except when otherwise
     expressed,  be in no way limited or restricted by reference to or inference
     from the terms of any other  clause  of this or any  other  Article  of the
     Charter of the Corporation  (the "Charter") or any amendment  thereto,  and
     shall each be regarded as  independent,  and construed as powers as well as
     objects and purposes.

          (5)  Nothing  herein  contained  shall  be  construed  as  giving  the
     Corporation any rights, powers or privileges not permitted to it by law.

                                  ARTICLE III

                  PRINCIPAL OFFICE IN STATE AND RESIDENT AGENT

     The  address of the  principal  office of the  Corporation  in the State of
Maryland is c/o The  Corporation  Trust  Incorporated,  300 East Lombard Street,
Baltimore,  Maryland 21202. The name of the resident agent of the Corporation in
the State of Maryland is the Corporation Trust  Incorporated  whose post address
is 300 East Lombard Street,  Baltimore,  Maryland 21202. The resident agent is a
Maryland corporation.

                                   ARTICLE IV

             AUTHORIZED STOCK AND PROVISIONS FOR DEFINING, LIMITING
                      AND REGULATING CERTAIN POWERS OF THE
                CORPORATION AND OF THE STOCKHOLDERS AND DIRECTORS

     Section 4.1 The total number of shares of stock that the Corporation  shall
have  authority to issue is 250,000,000  shares of Common Stock,  par value $.01
per share.  The aggregate par value of all shares of all classes of stock of the
Corporation  is  $2,500,000.  The Board of  Directors,  with the  approval  of a
majority of the entire Board, and without action by the stockholders,  may amend
the Charter to increase or decrease the  aggregate  number of shares of stock or
the number of shares of stock of any class or series  that the  Corporation  has
authority to issue. The Board of Directors of the Corporation is also authorized
to classify or to reclassify  from time to time any unissued  shares of stock of
the Corporation,  whether now or hereafter authorized,  by setting,  changing or
eliminating  the  preferences,   conversion  or  other  rights,  voting  powers,
restrictions,   limitations  as  to  dividends,  qualifications,  or  terms  and
conditions of redemption of the stock.



     Section 4.2 The Secretary of the  Corporation  shall call a special meeting
of the  stockholders on the written request of stockholders  entitled to cast at
least 25% of all the votes entitled to be cast at the meeting.

     Section 4.3 The Bylaws of the Corporation,  whether adopted by the Board of
Directors or the  stockholders,  shall be subject to  amendment,  alteration  or
repeal,  and new Bylaws may be made,  by either  (a) the  affirmative  vote of a
majority  of all the votes cast at a  stockholders  meeting at which a quorum is
present;  or (b) the Board of Directors;  provided,  however,  that the Board of
Directors  may not  (i)  amend  or  repeal  a Bylaw  that  allocates  solely  to
stockholders  the power to amend or repeal such  Bylaw,  or (ii) amend or repeal
Bylaws or make new bylaws that conflict with or otherwise  alter in any material
respect the effect of Bylaws previously adopted by the stockholders.

     Section 4.4 The following  provisions are hereby adopted for the purpose of
defining,  limiting  and  regulating  the powers of the  Corporation  and of the
directors and stockholders:

          (i) The Board of  Directors  shall  have the  general  management  and
     control of the business and property of the  Corporation,  and may exercise
     all the  powers  of the  Corporation,  except  such as are by law or by the
     Charter or by the Bylaws of the Corporation  (the "Bylaws")  conferred upon
     or reserved to the stockholders.

          (ii) The  Corporation  may in its Bylaws confer powers on the Board of
     Directors in addition to the powers expressly conferred by statute.

          (iii) No holder of  shares  of stock of the  Corporation  of any class
     shall be  entitled  as such,  as a matter of  right,  to  subscribe  for or
     purchase any part of any new or additional  issue of shares of stock of any
     class or of  securities  convertible  into  shares  of stock of any  class,
     whether now or hereafter authorized.

          (iv) All  persons who shall  acquire  stock in the  Corporation  shall
     acquire the same subject to the provisions of this Charter.

          (v) The stockholders and directors may hold their meetings and have an
     office  or  offices  outside  the State of  Maryland,  and the books of the
     Corporation  may  be  kept  (subject  to  any  provision  contained  in any
     applicable  statute)  outside the State of Maryland at such place or places
     as may be from time to time designated by the Board of Directors.

     Section 4.5 Any determination  made in good faith and, so far as accounting
matters  are  involved,   in  accordance  with  generally  accepted   accounting
principles by or pursuant to the direction of the Board of Directors,  as to the
amount of the assets, debts, obligations,  or liabilities of the Corporation, as
to the amount of any reserves or charges set up and propriety thereof, as to the
time of or purposes  for  creating  such  reserves  or  charges,  as to the use,
alteration or cancellation  of any reserves or charges  (whether or not any debt
obligation  or  liability  for which such  reserves  or charges  shall have been
created  shall  have  been  paid or  discharged  or shall be then or  thereafter
required  to be paid or  discharged),  as to the price or  closing  bid or asked
price of any security owned or held by the  Corporation,  as to the market value
of any  security or fair value of any other asset of the  Corporation  as to the
number of shares of the Corporation outstanding,  as to the estimated expense to
the Corporation in connection with purchases of its shares, as to the ability to
liquidate  securities  in  orderly  fashion,  as to the  extent  to  which it is
practicable to deliver a  cross-section  of the portfolio of the  Corporation in
payment for such shares, or as to any other matters relating to the issue, sale,
purchase and/or other  acquisition or disposition of securities or shares of the
Corporation,  shall be final  and  conclusive,  and  shall be  binding  upon the
Corporation and all holders of its shares,  past, present and future, and shares
of the  Corporation  are issued  and sold on the  condition  and  understanding,
evidenced by acceptance of certificates  for such shares,  that any and all such
determinations shall be binding as aforesaid.

                                   ARTICLE V

                                   DIRECTORS

     Section 5.1 The number of directors of the Corporation shall be five, which
number may be decreased by the Board of  Directors  pursuant to the Bylaws,  but
shall never be less than the minimum  number  required by the MGCL. The names of
the directors who shall serve until the next annual meeting of stockholders  and
until their  successors  are duly elected and qualify are:  Alfred G.  Aldridge,
Jr., Richard I. Barr, Joel W. Looney and Stephen C. Miller.

     Section 5.2 The  directors  shall be elected at each annual  meeting of the
stockholders commencing in 2004, except as necessary to fill any vacancies,  and
each  director  elected  shall hold office  until his or her  successor  is duly
elected  and  qualifies,  or until his or her  earlier  resignation,  death,  or
removal.

     Section  5.3 A  plurality  of all the votes  cast at a  meeting  at which a
quorum is present shall be sufficient to elect a director.



                                   ARTICLE VI

                              EXTRAORDINARY ACTIONS

     Section 6.1 Notwithstanding any provision of law requiring any action to be
taken  or  authorized  by the  affirmative  vote  of the  holders  of a  greater
proportion  of the  votes  of  all  classes  or of any  class  of  stock  of the
Corporation,  such action shall be effective and valid if taken or authorized by
the  affirmative  vote of a majority of the total number of votes entitled to be
cast thereon, except as otherwise provided in the Charter.

     Section 6.2

          (a) In this Section, " Business Combination" means:

               (1) a merger or consolidation of the Corporation with or into any
          person  other than an  investment  company  in a family of  investment
          companies  having the same investment  adviser or administrator as the
          Corporation;

               (2) the sale,  lease,  exchange,  mortgage,  pledge,  transfer or
          other  disposition (in one transaction or a series of transactions) to
          or with any other person of any assets of the  Corporation  except (x)
          for the payment of dividends or other distributions, (y) for portfolio
          transactions of the Corporation effected in the ordinary course of the
          Corporation's  business,  including  permitted  borrowings,  or (z) in
          connection  with a  reorganization  of the  Corporation  with  another
          investment company in a family of investment companies having the same
          investment adviser or administrator as the Corporation; or

               (3)  the  issuance  or  transfer  by  the   Corporation  (in  one
          transaction  or a  series  of  transactions)  of  any  shares  of  the
          corporation  to any other person in exchange for cash,  securities  or
          other  property of the  Corporation  (or a combination  thereof),  but
          excluding  (v) sales of any shares of the  Corporation  in  connection
          with a public  offering  thereof or, for shares of preferred  stock or
          debt securities of the Corporation,  a private placement thereof,  (w)
          issuance of any securities of the Corporation upon the exercise of any
          stock subscription  right issued by the Corporation,  (x) with respect
          to the Corporation's  dividend reinvestment and/or cash purchase plan,
          (y) in connection with a dividend or distribution made pro rata to all
          holders of stock of the same class,  or (z) a  transaction  within the
          scope permitted under (a)(1) or (2) above.

          (b) In addition to the approval by the Board of Directors  required by
     applicable  law,  the  Charter  or  the  Bylaws  of  the  Corporation,  the
     affirmative  vote of the  holders  of  shares  entitled  to  cast at  least
     two-thirds  of all the votes  entitled  to be case on the  matter  shall be
     required to approve:

               (1) a Business Combination;

               (2) a voluntary liquidation or dissolution of the Corporation;

               (3) a stockholder  proposal as to specific  investment  decisions
          made or to be made with respect to the Corporation's assets;

               (4) an amendment to the Charter to convert the Corporation from a
          closed-end  investment  company to an open-end  investment  company or
          unit  investment  trust (as such terms are  defined by the  Investment
          Company Act of 1940, as amended), whether by merger or otherwise;

               (5) a self tender for, or acquisition by the Corporation of, more
          than 25% of the  Corporation's  outstanding  shares of  stock,  in the
          aggregate, during any twelve-month period.

          (c) This Section may not be amended,  altered or repealed  without the
     affirmative  vote of the  holders of at least  two-thirds  of all the votes
     entitled  to be  cast  on  the  matter.

     Section 6.3 The  Corporation  is prohibited  from electing to be subject to
any  provision of Title 3, Subtitle 8 of the MGCL, as amended from time to time,
or any successor to such provisions.

                                  ARTICLE VII

                    LIMITATIONS ON LIABILITY; INDEMNIFICATION

     Section 7.1 To the fullest  extent that  limitations  on the  liability  of
directors  and officers are permitted by the MGCL, no director or officer of the
Corporation  shall have any liability to the Corporation or its stockholders for
damages.  This limitation on liability applies to events occurring at the time a
person  serves as a director or officer of the  Corporation  whether or not such
person is a director or officer at the time of any proceeding in which liability
is asserted.

     Section 7.2 The  Corporation  shall  indemnify and advance  expenses to its
currently   acting  and  its  former   directors  to  the  fullest  extent  that
indemnification  of directors is permitted by the MGCL.  The  Corporation  shall
indemnify  and  advance  expenses  to its  officers  to the same  extent  as its
directors  and to such further  extent as is  consistent  with law. The Board of
Directors may by by-law,  resolution or agreement  make further  provisions  for
indemnification  of  directors,  officer,  employees  and agents to the  fullest
extent permitted by the MGCL.



     Section 7.3 No provision  of this Article  shall be effective to protect or
purport to protect  any  director  or officer  of the  Corporation  against  any
liability to the  Corporation  or its security  holders to which he or she would
otherwise  be  subject  by reason  of  willful  misfeasance,  bad  faith,  gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office.

     References  to the MGCL in this Article are to the law as from time to time
amended.  No further  amendment  to the  Charter  shall  affect any right of any
person under this Article VII based on any event,  omission or proceeding  prior
to such amendment

                                  ARTICLE VIII

                                   AMENDMENTS

     The  Corporation  reserves  the  right to  make,  from  time to  time,  any
amendment  to its Charter now or  hereafter  authorized  by law  (including  any
amendment  that  alters  the  contract  rights,  as  expressly  set forth in the
Charter, of any class of outstanding stock) and all rights at any time conferred
upon the  stockholders  of the Corporation by the Charter are granted subject to
the provisions of this Article. Except as otherwise provided in the Charter, any
of the  provisions  of the Charter may be amended,  altered or repealed upon the
affirmative  vote of the holders of a majority of the votes  entitled to be cast
by stockholders.

                                   ARTICLE IX

                             DURATION OF CORPORATION

     The duration of the Corporation shall be perpetual.

     THIRD:  The amendment to and  restatement of the charter as hereinabove set
forth  have been duly  advised by the Board of  Directors  and  approved  by the
stockholders of the Corporation as required by law.

     FOURTH:  The current address of the principal  office of the Corporation is
as set forth in Article III of the foregoing  amendment and  restatement  of the
charter.

     FIFTH: The name and address of the Corporation's  current resident agent is
as set forth in Article III of the foregoing  amendment and  restatement  of the
charter.

     SIXTH:  The number of directors of the  Corporation  and the names of those
currently in office are as set forth in Article V of the foregoing amendment and
restatement of the charter.

     SEVENTH: The undersigned President acknowledges these Articles of Amendment
and Restatement to be the corporate act of the Corporation and as to all matters
or  facts  required  to  be  verified  under  oath,  the  undersigned  President
acknowledges  that to the best of his knowledge,  information and belief,  these
matters and facts are true in all material  respects and that this  statement is
made under the penalties for perjury.

     IN WITNESS WHEREOF,  the Corporation has caused these Articles of Amendment
and  Restatement to be signed in its name and on its behalf by its President and
attested to by its Secretary on this _____ day of ____________, 2004.



ATTEST:                                    BOULDER GROWTH & INCOME    FUND, INC.





__________________________                 By: _________________________(SEAL)

Stephanie Kelley, Secretary                     Stephen C. Miller, President



                                   EXHIBIT B


                       BOULDER GROWTH & INCOME FUND, INC.
                             AUDIT COMMITTEE CHARTER


     1. The Audit Committee shall be composed  entirely of directors who are not
"interested  persons" of the Fund within the meaning of the  Investment  Company
Act of 1940 ("independent directors") and who are free of any other relationship
that,  in the  opinion of the Board of  Directors,  would  interfere  with their
exercise of  independent  judgment as  Committee  members.  The Audit  Committee
Chairman shall be selected by the members of the Committee.  The Audit Committee
shall have at least three members,  all of whom shall be  financially  literate.
The  Chairman  of the  Committee  must  have  accounting  or  related  financial
management expertise, as determined by the Board in its judgment.

     At least annually,  the Board of Directors  shall determine  whether one or
more  "audit  committee  financial  experts,"  as such  term is  defined  by the
Securities and Exchange Commission, are members of the Committee and whether any
such expert is "independent."  For purposes of this finding only, in order to be
considered  "independent,"  any such  expert  may not,  other than in his or her
capacity as a member of the Committee,  the Board or any other Board  committee,
accept directly or indirectly any consulting, advisory or other compensatory fee
from the Fund (other than Board or committee  fees). The designation of a person
as an audit committee  financial  expert ("ACFE") shall not impose any liability
greater  than the  liability  imposed  on such  person  as a member of the Audit
Committee or the Board of Directors in the absence of such designation.

     2. The purposes of the Audit Committee are:

          (a) to assist Board oversight of

               1.   the integrity of the Fund's financial statements
               2.   the Fund's compliance with legal and regulatory requirements
               3.   the independent auditor's qualifications and independence
               4.   the performance of the Fund's independent auditors

          (b) to prepare an audit committee  report if required by the SEC to be
     included in the Fund's annual proxy statement;

          (c) to oversee the Fund's accounting and financial  reporting policies
     and  practices,  its internal  controls and, as  appropriate,  the internal
     controls of certain service providers;

          (d) to oversee  the quality and  objectivity  of the Fund's  financial
     statements and the independent audit thereof;

          (e) to determine the selection, appointment, retention and termination
     of the Fund's independent  auditors,  as well as approving the compensation
     of the auditors;

          (f) to pre-approve  all audit and non-audit  services  provided to the
     Fund and certain other persons (as described in 4(d) and (e) below) by such
     independent auditors; and

          (g) to act as a liaison  between the Fund's  independent  auditors and
     the full Board of Directors.

     The Fund's independent auditors shall report directly to the Committee.

     The  function of the  Committee  is  oversight.  The Fund's  management  is
responsible for (i) the  preparation,  presentation  and integrity of the Fund's
financial  statements,  (ii)  the  maintenance  of  appropriate  accounting  and
financial  reporting  principles  and  policies  and  (iii) the  maintenance  of
internal  controls and procedures  designed to assure compliance with accounting
standards and applicable laws and regulations.  The auditors are responsible for
planning and carrying out proper audits and reviews in accordance with generally
accepted auditing standards. In fulfilling their responsibilities  hereunder, it
is recognized  that members of the Committee are not full time  employees of the
Fund and are not, and do not represent themselves to be, accountants or auditors
by   profession   or  experts  in  the  fields  of   accounting   or   auditing,
notwithstanding  the  possibility  that one or more members may be designated an
ACFE.  As such,  it is not the duty or  responsibility  of the  Committee or its
members to conduct "field work" or other types of auditing or accounting reviews
or procedures. Each member of the Committee shall be entitled to rely on (i) the
integrity of those  persons and  organizations  within and outside the Fund from
which it receives  information,  (ii) the  accuracy of the  financial  and other
information,  including,  for example, the information contemplated by paragraph
4(b), provided to the Committee by such persons and organizations  absent actual
knowledge to the contrary (which shall be promptly reported to the Fund's Board)
and (iii)  statements made by the officers and employees of the Fund, the Fund's
adviser or other third parties as to any information technology,  internal audit
and other non-audit  services provided by the independent  auditors to the Fund.
In addition,  the evaluation of the Fund's financial statements by the Committee
is not of the same  scope as,  and does not  involve  the  extent of detail  as,
audits performed by the auditors, nor does the Committee's evaluation substitute
for the responsibilities of the Fund's management for preparing, or the auditors
for auditing,  the financial statements.  The designation of a person as an ACFE
is not intended to impose any greater responsibility or liability on that person
than the  responsibility  and liability  imposed on such a person as a member of
the  Committee,  nor does it decrease  the duties and  obligations  of the other
Committee members or the Board.

The Committee  shall have the  appropriate  resources and authority to discharge
its  responsibilities,  including  the authority to retain  special  counsel and
other experts or  consultants  at the expense of the Fund.  The Committee  shall
also have the authority to seek  information,  data and services from management
in order to carry out its responsibilities.



     3.  With  respect  to any  subsequent  changes  to the  composition  of the
Committee,  and otherwise  approximately  once each year, the Board of Directors
shall determine:

          (a) that each member of the Audit Committee is "independent"  pursuant
     to the NYSE's governance standards or applicable law or;

          (b) that each Audit Committee member is financially literate;

          (c) that at least  one of the  Committee  members  has  accounting  or
     related financial management expertise; and

          (d) the adequacy of the Charter.

     4. To carry out its purposes,  the Audit Committee shall have the following
duties and powers:

          (a) to select,  retain,  determine the  compensation  of, or terminate
     auditors and to oversee the work of the Fund's independent auditors (or any
     other public  accounting  firm engaged for the purpose of performing  other
     audit,  review or  attestation  services  for the Fund) and, in  connection
     therewith, to evaluate the independence of the auditors,  including whether
     the auditors provide any consulting  services to any service  provider,  to
     resolve any  disagreements  between  management and the Fund's  independent
     auditors regarding financial  reporting,  to receive the auditors' specific
     representations as to their independence at least annually and to recommend
     the  retention  of such  auditors to the  independent  directors  for their
     ratification and approval;

          (b) to meet with the Fund's independent  auditors,  including meetings
     apart from management,  as necessary (i) to review the arrangements for and
     scope of the annual audit and any special audits;  (ii) to discuss critical
     accounting  policies  and  practices to be used in the annual audit and all
     alternative  treatments of financial  information within generally accepted
     accounting  principles  that  have  been  discussed  with  management,  the
     ramifications of the use of such alternative treatments, and the treatments
     preferred  by the  auditor;  (iii) to discuss  any  matters  of  importance
     relating to the Fund's financial  statements,  including any adjustments to
     such  statements  recommended  by the  auditors,  or other  results of said
     audit(s);  (iv) to consider  the  auditors'  comments  with  respect to the
     acceptability  and   appropriateness  of  the  Fund's  financial  reporting
     policies,  procedures and internal  accounting  controls,  and management's
     responses  thereto;  (v) to review the form of opinion the auditors propose
     to  render  to the Board  and  shareholders;  (vi) to review  copies of any
     material written communication between the auditor and management,  such as
     any  management  letter or schedule  of  unadjusted  differences;  (vii) to
     review the adequacy and  effectiveness  of relevant  internal  controls and
     procedures  and the quality of the staff  implementing  those  controls and
     procedures and to obtain annually in writing from the independent  auditors
     their letter as to the adequacy of such controls as required by Form N-SAR;
     (viii) to receive periodic reports  concerning  regulatory  changes and new
     accounting pronouncements that significantly affect the value of the Fund's
     assets and its financial  reporting;  (ix) to discuss any audit problems or
     difficulties and management's  response,  including any restrictions on the
     scope of the auditor's  activities  or on access to requested  information,
     and any  significant  disagreements  with  management;  and (x) to  receive
     disclosure from the auditor  regarding all services provided by the auditor
     to the Fund,  including the fees associated  with those services,  at least
     annually, and if the annual communication is not made within 90 days before
     the filing of the Fund's annual report, to receive an update, in the 90 day
     period  before  the  filing,  of any  changes  to the  previously  reported
     information.

          (c) to consider the effect upon the Fund of any changes in  accounting
     principles or practices  proposed by  management  or the  auditors,  and to
     consider,  in  consultation  with  management  and the  Fund's  independent
     auditors,  any significant  changes to the Fund's tax accounting  policies,
     including those pertaining to its  qualification as a regulated  investment
     company under the Internal Revenue Code;

          (d) to review and  pre-approve  all auditing  services and permissible
     non-audit  services (e.g.,  tax services) to be provided to the Fund by the
     auditor, including the fees therefore. The Committee may delegate to one or
     more of its members the  authority to grant  pre-approvals.  In  connection
     with such delegation,  the Committee shall establish  pre-approval policies
     and procedures,  including the requirement that the decisions of any member
     to whom  authority  is  delegated  under  this  sub-section  (d)  shall  be
     presented to the full Committee at each of its scheduled meetings.


               1)  Pre-approval for a permitted  non-audit  service shall not be
          required if: (1) the aggregate  amount of all such non-audit  services
          is not  more  than 5% of the  total  revenues  paid by the Fund to the
          auditor  in the  fiscal  year in  which  the  non-audit  services  are
          provided;  (2) such  services  were not  recognized by the Fund at the
          time of the engagement to be non-audit services; and (3) such services
          are promptly  brought to the  attention of the  Committee and approved
          prior to the  completion  of the audit by the  Committee  or by one or
          more  members  of the  Committee  to  whom  authority  to  grant  such
          approvals has been delegated by the Committee.

               2)  Additionally,  the Committee shall  pre-approve the auditor's
          engagements for non-audit services with the Fund's investment advisers
          (each, an "Adviser") and any service providers controlling, controlled
          by or under common control with an Adviser ("affiliate") that provides
          ongoing  services  to  the  Fund  in  accordance  with  the  foregoing
          paragraph,  if the engagement  relates  directly to the operations and
          financial  reporting of the Fund,  unless the aggregate  amount of all
          services  provided  constitutes no more than 5% of the total amount of
          revenues paid to the auditor by the Fund, an Adviser and any affiliate
          of the Adviser that provides  ongoing  services to the Fund during the
          fiscal year in which the services  are provided  that would have to be
          pre-approved  by the  Committee  pursuant to this  paragraph  (without
          regard to this exception).

               3)   Prohibited   Services  -  The   auditor   may  not   perform
          contemporaneously  any of the  following  non-audit  services  for the
          Fund:  bookkeeping or other services related to the accounting records
          or financial  statements of the Fund;  financial  information  systems
          design and implementation;  appraisal or valuation services,  fairness
          opinions,  or   contribution-in-kind   reports;   actuarial  services;
          internal audit  outsourcing  services;  management  functions or human
          resources; broker or dealer, investment adviser, or investment banking
          services;  legal services and expert services  unrelated to the audit;
          and any other  service that the Public  Company  Accounting  Oversight
          Board determines, by regulation, is impermissible.


          (e) to  consider  whether  the  provision  by the  Fund's  auditor  of
     non-audit  services to its  investment  adviser or adviser  affiliate  that
     provides ongoing services to the Fund, which services were not pre-approved
     by the Audit  Committee,  is  compatible  with  maintaining  the  auditor's
     independence;

          (f) to investigate any  improprieties  or suspected  improprieties  in
     fund operations and to establish procedures for the receipt, retention, and
     treatment of  complaints  received by the Fund with respect to  accounting,
     internal  accounting  controls,  or auditing  matters and the  confidential
     anonymous  submission by employees of the Fund and its service providers of
     concerns regarding questionable accounting or auditing matters;

          (g) to review the findings made in any regulatory  examinations of the
     Fund and consult with management on appropriate responses;

          (h) to review any  material  violations  of the Code of Ethics for the
     Fund and its Advisers and report the Committee's findings to the full Board
     with recommendations for appropriate action;

          (i) to review  with the  Fund's  principal  executive  officer  and/or
     principal  financial officer in connection with their certification of Form
     N-CSR any  significant  deficiencies in the design or operation of internal
     controls  which  could  adversely  affect  the  Fund's  ability  to record,
     process, summarize and report financial data or material weaknesses therein
     and any reported evidence of fraud involving  management of other employees
     who have a significant role in the Fund's internal controls;

          (j) to discuss with management policies and guidelines with respect to
     risk assessment and risk management and the system of internal control, and
     the steps taken to monitor and control such risks;

          (k) to meet periodically  with Fund management,  apart from the Fund's
     independent auditors;

          (l) to  discuss  the types of  information  to be  disclosed  in press
     releases concerning dividends, as well as financial information provided to
     analysts and rating agencies, and the type of presentation to be made;

          (m) to establish  hiring policies for employees or former employees of
     the auditor consistent with government regulations;

          (n) at least  annually,  to obtain  and  review a report by the Fund's
     independent  auditors  describing:  (1) the audit firm's  internal  quality
     control  procedures;  (2) any  material  issues  raised by the most  recent
     internal  quality  control review,  or peer review,  of the firm, or by any
     inquiry or  investigation  by  governmental  or  professional  authorities,
     within the preceding five years,  respecting one or more independent audits
     carried  out by the audit  firm,  and any steps taken to deal with any such
     issues;  and (3) for the purpose of assessing the  auditor's  independence,
     all relationships between the independent auditors and the Fund;

          (o)  to  review  and  evaluate  the  qualifications,  performance  and
     independence of the lead partner of the auditors;

          (p) to assure the regular  rotation of the lead audit  partner and the
     reviewing partner, and to consider whether there should be regular rotation
     of the audit firm itself;

          (q) to review and discuss the Fund's audited and unaudited  financials
     statements  with  management  and,  in the  case of the  audited  financial
     statements,  the independent  auditor,  including the Fund's  disclosure of
     management's discussion of Fund performance, and to recommend to the Board,
     as appropriate, the inclusion of the Fund's audited financial statements in
     the Fund's annual report;

          (r) to cause  the  preparation  of any  report  or  other  disclosures
     required by the New York Stock  Exchange  or the  Securities  and  Exchange
     Commission;

          (s) to oversee  the  Fund's  compliance  with 1940 Act asset  coverage
     tests and coverage tests under applicable  rating agency guidelines and the
     Fund's  Articles  Supplementary,  as amended or  supplemented  from time to
     time; and

          (t) to report  regularly  to the full Board any issues that arise with
     respect  to:  (1)  the  quality  or  integrity  of  the  Fund's   financial
     statements, (2) the Fund's compliance with legal or regulatory requirements
     and  (3)  the  performance  and  independence  of  the  Fund's  independent
     auditors,  and to make such  recommendations  with respect to the above and
     other matters as the Committee may deem necessary or appropriate.

     5. The Fund's independent auditors are ultimately  accountable to the Audit
Committee,  as representatives of the Board of Directors and the shareholders of
the Fund, and the Audit Committee has the ultimate  authority and responsibility
to select, evaluate and, where appropriate, replace the independent auditors (as
well as to nominate  the  independent  auditors to be proposed  for  shareholder
approval, if necessary), subject to ratification and approval of the independent
directors of the Fund.  The  Committee  will ensure that the Fund's  independent
auditors  submit to the Audit  Committee,  on a periodic basis, a formal written
statement delineating all relationships between the independent auditors and the
Fund and its service providers. The Committee will actively engage in a dialogue
with the Fund's independent auditors with respect to any disclosed relationships
or services that may impact the objectivity and  independence of the independent
auditors, and will consider recommending that appropriate action be taken by the
Board of Directors to ensure the independence of the independent auditors.

     6. The Committee  shall meet at least twice  annually,  which shall include
separate  executive  sessions  as the  Committee  may deem  appropriate,  and is
empowered to hold special meetings as circumstances require. The Committee shall
submit the minutes of all of its meetings  to, or discuss the matters  discussed
at each meeting with, the Board of Directors.

     7. The Committee  shall  regularly  meet with the Treasurer of the Fund and
with internal auditors,  if any, for the Fund's Advisers and/or administrator to
review  and   discuss   matters   relevant   to  the   Committee's   duties  and
responsibilities.

     8.  The  Committee   shall  be  responsible   for  reviewing  any  required
description of the Committee in the Fund's annual reports or proxy statements.



     9. The Committee will  periodically  assess the independence of its members
and will evaluate its performance under the Charter annually.

     10.  The  Committee  will  also  serve as the  Qualified  Legal  Compliance
Committee.  The following  procedures are designed to implement the Standards of
Professional Conduct for Attorneys pursuant to the Sarbanes-Oxley Act of 2002.

          (a) Provision of Information to Outside Counsel and Service Providers.
     To assist attorneys  employed by law firms retained by the Funds or service
     providers  engaged by the Funds,  the chief executive  officer of each Fund
     (the "CEO")  must send a notice to each such law firm and service  provider
     providing contact  information with respect to each Fund's Legal Compliance
     Committee Chairperson.  The CEO must send a similar notice to each law firm
     and  service  provider  when the  information  provided  in the most recent
     notice sent to such law firm or service provider has changed.

          (b) Investigations and Responses.  Upon receiving a report of evidence
     of a material  violation from an attorney employed by a law firm or service
     provider,  the CEO shall (i) record  receipt of the report and (ii)  report
     the matter promptly to the Legal  Compliance  Committee (the  "Committee").
     Upon  receiving  a report  of  evidence  of a  material  violation  from an
     attorney  employed by a law firm or service  provider or from the CEO,  the
     Committee  shall (i) record the  Committee's  receipt of the  report,  (ii)
     inform the Fund's CEO of the report (other than those received from the and
     (iii)  determine  whether  an  investigation  of a  material  violation  is
     necessary  or  appropriate.  In  determining  whether an  investigation  is
     necessary or  appropriate,  the Committee shall consider such factors as it
     considers  appropriate  under  the  circumstances,  which may  include  the
     seniority  of  the  alleged  wrongdoer,  the  seriousness  of  the  alleged
     violation  and  the  credibility  of  the  allegation.   If  the  Committee
     determines  that an  investigation  is necessary,  the  Committee  must (A)
     notify the Fund's Audit  Committee or the Board of Directors,  (B) initiate
     an  investigation  and (C) retain  additional  expert personnel as it deems
     necessary.  The Committee  shall have the  discretion  to engage  auditors,
     counsel or other experts to assist in the  investigation  of any report and
     in the analysis of results.

               (1)  Investigations.  If the Committee  deems it  necessary,  the
          Committee may direct outside counsel to conduct a preliminary internal
          investigation to determine whether the reported material violation has
          occurred,  is ongoing or is about to occur.  The  Committee may direct
          employees of the Funds'  investment  advisers or administrators or any
          officer(s) of the Funds to assist outside counsel.  If Fund counsel is
          the  reporting  counsel,  Fund counsel  nonetheless  may be engaged to
          conduct the preliminary internal investigation. If Fund counsel is the
          reporting  counsel,  Fund counsel may decline to lead the  preliminary
          internal   investigation   and  may  recommend   that  the  Fund  seek
          alternative counsel for purposes of conducting such investigation. Any
          investigation  may be conducted  by the  relevant  Fund's CEO or chief
          legal officer (or the  equivalent  thereof) if such officer is not the
          reporting  attorney  and is not the subject of the  alleged  violation
          described in the report.

               (2)  Responses.  At  the  conclusion  of any  investigation,  the
          Committee,  by majority vote,  shall  recommend that the relevant Fund
          implement an appropriate response to evidence of a material violation.
          What  constitutes an  appropriate  response will depend on whether the
          Committee  determines,  on the basis of the  facts and  circumstances,
          that a  material  violation  has  occurred,  is ongoing or is about to
          occur.

Unless  the  Committee  reasonably  believes  that  no  material  violation  has
occurred,  is  ongoing  or is about  to  occur,  the  Committee  shall  take all
reasonable  steps to cause the Funds to adopt an  appropriate  response.  If the
preliminary internal investigation is performed by outside counsel, such counsel
may recommend a proposed response for adoption by the Committee.

     Determination:  No Violation.  The Committee may determine that no material
     violation has occurred, is ongoing or is about to occur. That determination
     must be made on the basis that the Committee  "reasonably believes" that no
     material  violation  has  occurred,  is  ongoing  or  is  about  to  occur.
     "Reasonably  believes"  means that the  Committee  "believes  the matter in
     question  and  that the  circumstances  are such  that  the  belief  is not
     unreasonable."

     Determination:  Material Violation Has Occurred,  Is Ongoing or Is About to
     Occur. If the Committee  reasonably  believes that a material violation has
     occurred,  is ongoing or is about to occur, the following  responses should
     be considered:.

     (1) A Material Violation Has Occurred If the Committee  reasonably believes
     that the reported material  violation has already  occurred,  the Committee
     should seek to remedy or  otherwise  address the  material  violation.  The
     Committee  should  explore what steps would be necessary or  appropriate to
     reduce the  likelihood  of a  recurrence  of the  material  violation.  The
     Committee  should  consider  recommending  that  sanctions  be  imposed  in
     connection  with the  violation.  Disclosure  to the  public  or to the SEC
     should be  considered,  depending on the nature of the  violation and other
     relevant factors.

     (2) A Material  Violation Is Ongoing If the Committee  reasonably  believes
     that the reported material violation is ongoing,  the Committee should seek
     to take or recommend steps,  measures and/or sanctions that are designed to
     (i) stop any material violations that are ongoing, (ii) remedy or otherwise
     appropriately  address  the  portion  of the  material  violation  that has
     already  occurred,  and (iii) reduce the  likelihood of a recurrence of the
     material  violation.  Disclosure  to the  public  or to the SEC  should  be
     considered,  depending on the nature of the  violation  and other  relevant
     factors.

     (3) A  Material  Violation  Has Yet to  Occur If the  Committee  reasonably
     believes that the reported  material  violation  has not yet occurred,  the
     Committee should seek to take or recommend steps and/or measures to prevent
     the  reported   material   violation  from  occurring.   Depending  on  the
     circumstances  of the  impending  violation,  actions to address  potential
     future violations,  including sanctions,  should be considered.  In unusual
     circumstances, disclosure to the SEC may also be appropriate. The Committee
     may retain  outside  counsel,  which may be Fund  counsel,  to  undertake a
     review of the reported evidence of a material  violation in order to assist
     the Committee in  determining  what remedial  measures would be appropriate
     under the circumstances.

     Other Action.  The Committee  shall have the authority and  responsibility,
     acting by majority vote, to take all other  appropriate  action,  including
     the  authority to notify the SEC, in the event a Fund fails in any material
     respect to implement a recommendation  that the Committee has made within a
     reasonable period of time.



          (c).  Reporting  and  Recordkeeping.  The  Committee  shall inform the
     relevant Fund's CEO and chief legal officer (or the equivalent thereof) and
     the Board of Directors of the results of any investigation of a report of a
     material violation and any appropriate remedial measures to be adopted. The
     Committee  or its  delegate  shall  prepare,  or  cause to be  prepared,  a
     memorandum  reflecting  (i)  the  information  developed  in  any  internal
     investigation, (ii) any remedial recommendation made by the Committee or by
     outside counsel  retained to review any report of a material  violation and
     (iii) any remedial actions taken. The Committee should review these records
     periodically  to  determine  whether  there are any patterns of activity or
     violations that have emerged.

          (d).  Protection  of  Reporting  Attorneys.  The  Committee  shall not
     retaliate, and shall not tolerate any retaliation by Fund management or any
     other person or group, directly or indirectly,  against anyone who, in good
     faith,  reports evidence of a material violation or provides  assistance to
     the  Committee  or  any  other  person  or  group,   including   regulatory
     authorities,  investigating a report.  The Committee shall seek to maintain
     the  confidentiality  of any person who  submits a report and who asks that
     his or her identity remain  confidential and shall not make any effort,  or
     tolerate  any effort made by any other person or group,  to  ascertain  the
     identity of any person who makes a report anonymously.


          (e) Oversight Responsibilities. The Committee will undertake an annual
     review of these Procedures and the reporting and  investigation  systems to
     determine whether they are functioning properly. The Boards of Directors of
     the Funds  have  reviewed  and  adopted  these  Procedures.  The  Boards of
     Directors  will review these  Procedures  periodically  to assure that they
     appropriately address then-existing requirements for attorney up-the-ladder
     reporting.

     11. The Committee shall review this Charter at least annually and recommend
any changes to the full Board of Directors.

     12. This Charter may be altered,  amended or repealed, or a new Charter may
be  adopted,  by the  Board by the  affirmative  vote of a  majority  of all the
members of the Board, including a majority of the "non-interested" Board members
(within the meaning of the Investment Company Act of 1940, as amended).

     13. The Chief  Executive  Officer  ("CEO") of the Fund shall certify to the
Audit  Committee of the Fund  annually  that he is not aware of any violation by
the Fund of any corporate  governance standards or policies to which the Fund is
subject.  In  addition,  the CEO of the Fund  must  promptly  notify  the  Audit
Committee in writing  after any  executive  officer of the Fund becomes aware of
any material  non-compliance  with any applicable  corporate  governance listing
standard or policy.

     14. The Fund shall  provide the NYSE,  with  respect to any  subsequent
changes to the  composition  of the Audit  Committee or otherwise  approximately
once each year, written confirmation of the determinations required by Section 3
above.

     15. The CEO of the Fund shall  certify to the NYSE  annually that he is not
aware of any  violation  by the Fund of the NYSE  corporate  governance  listing
standards and such  certification  shall be included in the Fund's annual report
to shareholders. If the CEO of the Fund provides notice to the NYSE upon receipt
of any report by any executive officer of any material  non-compliance  with any
applicable provisions of the NYSE corporate governance listing standards, copies
of any such  certification or notice shall be provided to the Audit Committee of
the Fund.

Adopted January 23, 2004





                                      PROXY


                       BOULDER GROWTH & INCOME FUND, INC.

                    PROXY SOLICITED BY THE BOARD OF DIRECTORS

The  undersigned  holder of shares of Common  Stock of  Boulder  Growth & Income
Fund,  Inc., a Maryland  corporation  (the "Fund"),  hereby appoints  Stephen C.
Miller, Carl D. Johns, and Thomas N. Calabria, or any of them as proxies for the
undersigned,  with full powers of  substitution  in each of them,  to attend the
Annual  Meeting  of  Stockholders  (the  "Annual  Meeting")  to be  held  at the
Doubletree La Posada Resort, 4949 E. Lincoln Drive, Scottsdale,  Arizona at 9:00
a.m.  Mountain Standard Time (local time), on May 18, 2004, and any adjournments
or  postponements  thereof,  to cast on behalf of the undersigned all votes that
the  undersigned  is  entitled to cast at the Annual  Meeting  and to  otherwise
represent the undersigned at the Annual Meeting with all the powers possessed by
the undersigned if personally  present at the Meeting.  The votes entitled to be
cast  will  be cast as  instructed  below.  If this  Proxy  is  executed  but no
instruction is given,  the votes entitled to be cast by the undersigned  will be
cast  "FOR"  each of the  nominees  for  Director  and  "FOR"  each of the other
proposals described in the Proxy Statement.  The undersigned hereby acknowledges
receipt  of  the  Notice  of  Annual  Meeting  and  Proxy  Statement.  In  their
discretion,  the proxies are  authorized to vote upon such other business as may
properly come before the Meeting.  A majority of the proxies  present and acting
at the Annual  Meeting in person or by  substitute  (or, if only one shall be so
present,  then  that  one)  shall  have and may  exercise  all of the  power and
authority of said proxies  hereunder.  The undersigned  hereby revokes any proxy
previously given.


                   CONTINUED AND TO BE SIGNED ON REVERSE SIDE





Please indicate your vote by an "X" in the appropriate box below.

This proxy,  if properly  executed,  will be voted in the manner directed by the
undersigned  stockholder.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 THROUGH 10.

Please refer to the Proxy Statement for a discussion of the Proposals.

1    Election of Directors: Nominees are Richard I. Barr, Joel W. Looney, Alfred
     G.  Aldridge,  Jr.,  John  S.  Horejsi,  and  Stephen  C.  Miller.
     FOR____ WITHHOLD___ FOR ALL EXCEPT ___

Instruction:  If you do not wish your shares voted "for" a  particular  nominee,
mark the "For All  Except"  box and  strike a line  through  the  name(s) of the
nominee(s). Your shares will be voted "For" the remaining nominee(s).

THE BOARD OF DIRECTORS  RECOMMENDS THAT THE STOCKHOLDERS  VOTE "FOR" ELECTION OF
ALL THE NOMINEES

-------------------------------------------------------------------------- -----
STOCKHOLDERS  MAY VOTE WITH  RESEPCT  TO ALL OF THE  PROPOSALS  2 THROUGH  10 BY
MAKING THE APPROPRIATE OMNIBUS SELECTION TO THE RIGHT
                                                   FOR___ AGAINST ___ ABSTAIN___
-------------------------------------------------------------------------- -----

2    An amendment to the Fund's charter (the  "Charter") to declassify the Board
     and provide for annual election of Directors FOR___ AGAINST ___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

3    An amendment to the Charter  providing that Directors shall be elected by a
     plurality  of votes cast at a meeting  at which a quorum is present
     FOR___ AGAINST ___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

4    An amendment to the Charter  providing that the Secretary of the Fund shall
     call a special stockholders meeting upon the written request of the holders
     of 25% outstanding  shares entitled to vote at the meeting.
     FOR___ AGAINST___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

5    An amendment to the Charter vesting in the  stockholders the power to amend
     or adopt  Bylaws by the  affirmative  vote of a majority of votes cast at a
     meeting at which a quorum is present FOR___ AGAINST ___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

6    An  amendment  to the  Charter  prohibiting  the Fund from  opting into any
     provision  of the Maryland  Unsolicited  Takeovers  Act
     FOR___  AGAINST ___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THIS PROPOSAL, AS MORE FULLY
DESCRIBED IN THE PROXY STATEMENT

7    An  amendment to the Charter to alter the vote  required to effect  certain
     extraordinary corporate transactions FOR___ AGAINST ___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT



8    An amendment to the Charter to establish the maximum number of Directors at
     five FOR___ AGAINST ___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

9    An amendment to the Charter  providing that only certain  corporate actions
     shall be  approved  by the  affirmative  vote of the  holders of at least a
     majority of all the votes entitled to be case on the matter.
     FOR___ AGAINST___ ABSTAIN___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

10   A proposal to amend and restate the Charter, the implementation of which is
     contingent  on the  approval of  Proposals  2 through 10
     FOR___  AGAINST ___ ABSTAIN ___

THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,  UNANIMOUSLY
RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE  "FOR"  THIS  PROPOSAL,  AS MORE  FULLY
DESCRIBED IN THE PROXY STATEMENT

11   TO VOTE AND OTHERWISE  REPRESENT THE  UNDERSIGNED  ON ANY OTHER MATTER THAT
     MAY  PROPERLY  COME  BEFORE  THE  ANNUAL  MEETING  OR  ANY  ADJOURNMENT  OR
     POSTPONEMENT THEREOF IN THE DISCRETION OF THE PROXY HOLDER


MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT        ____

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

NOTE:  Please sign exactly as your name appears on this Proxy.  If joint owners,
EACH should sign this Proxy. When signing as attorney, executor,  administrator,
trustee, guardian or corporate officer, please give your full title.

Signature:         -------------------------

Date:              -------------------------

Signature:         -------------------------

Date:              -------------------------