FORM OF
PRICING AND BOOKKEEPING AGREEMENT
AGREEMENT dated as of _____________, 2005, by and between each entity set
forth on Appendix A hereto (as such Appendix A may be amended from time to time)
(each such entity and each entity made subject to this Agreement, referred to
herein individually as the "Fund" and collectively as the "Funds") and Columbia
Management Advisors, Inc., an Oregon corporation ("CMA"). The Funds and CMA
agree as follows:
1. APPOINTMENT. The Funds appoint CMA as agent to perform the services
described below, such appointment to take effect on the date hereof.
2. SERVICES. CMA shall (i) determine and timely communicate to persons
designated by the Fund the Fund's net asset value per share in accordance with
the applicable provisions of each Fund's Registration Statement on Form N-2 and
valuation procedures adopted by the Board of Trustees/Directors of the Funds
from time to time; and (ii) maintain and preserve in a secure manner the
accounting records of the Funds, including all such accounting records as the
Funds are obligated to maintain and preserve under the Investment Company Act of
1940 and the rules thereunder, applicable federal and state tax laws and any
other applicable laws, rules or regulations. In addition to the accounting
records of the Funds as a whole, CMA will maintain and preserve in a secure
manner separate portfolio accounts ("Portfolio Manager Accounts") for the assets
of the Funds allocated to each of the Fund's Portfolio Managers from time to
time. All records shall be the property of the applicable Fund. CMA will provide
disaster planning to minimize possible service interruption.
3. AUDIT, USE AND INSPECTION. CMA shall make available on its premises
during regular business hours all records of a Fund for reasonable audit, use
and inspection by the Fund, its agents and any regulatory agency having
authority over the Fund.
4. COMPENSATION. Each Fund will pay to CMA, or to such person(s) as CMA
may from time to time instruct, an annual fee payable monthly consisting of:
(i) for fund accounting services, $25,000 plus 0.015% of the Fund's
net asset value ("FA Fees");
(ii) for financial reporting, $13,000 ("FR Fees");
(iii) a multi-manager fee of $3,000 for each Portfolio Manager
managing a portion of the Fund ("Multi-Manager Fee"); and
(iv) for monitoring, budgeting and approving payment of Fund
expenses, $7,250 (the "Treasury Services Fees");
PROVIDED, HOWEVER, that during any 12-month period, the aggregate FA Fees and FR
Fees for any particular Fund shall not exceed $140,000. (Neither the
Multi-Manager Fee nor the Treasury Services Fees are subject to the $140,000
limit.)
The Fund also shall reimburse CMA for any and all out-of-pocket expenses
and charges, including fees payable to third parties for pricing the Fund's
portfolio securities, in performing services under this Agreement.
5. COMPLIANCE. CMA shall comply with applicable provisions in the
applicable Fund's Registration Statement on Form N-2, Declaration of Trust and
Bylaws relating to pricing and bookkeeping.
6. LIMITATION OF LIABILITY. In the absence of willful misfeasance, bad
faith or gross negligence on the part of CMA, or reckless disregard of its
obligations and duties hereunder, CMA shall not be subject to any liability to
the Funds, to any of their shareholders or to any other person, firm or
organization, for any act or omission in the course of, or connected with,
rendering services hereunder.
7. AMENDMENTS. The Funds shall submit to CMA a reasonable time in advance
of filing with the Securities and Exchange Commission copies of any changes in
its Registration Statements and the Funds' valuation procedures. If a change in
documents or procedures materially increases the cost to CMA of performing its
obligations, CMA shall be entitled to receive reasonable additional
compensation.
8. DURATION AND TERMINATION, ETC. This Agreement (a) shall become
effective for any particular Fund on the date indicated on Appendix A, (b) shall
continue in full force and effect for any particular Fund from year to year so
long as approved annually by vote of a majority of the Trustees/Directors who
are not affiliated with CMA; (c) may be terminated with respect to any
particular Fund at any time without penalty by sixty days' written notice by the
Fund to CMA or by CMA to the Fund; and (d) may be terminated at any time for
cause with respect to any particular Fund by either party if such cause remains
unremedied for a reasonable period not to exceed ninety days after receipt of
written specification of such cause. Paragraph 6 of this Agreement shall survive
termination. If a Fund designates a successor to any of CMA's obligations, CMA
shall, at the expense and direction of the Fund, transfer to the successor all
Fund records maintained by CMA.
9. MISCELLANEOUS. This Agreement shall be governed by the laws of The
Commonwealth of Massachusetts.
10. USE OF AFFILIATED COMPANIES AND SUBCONTRACTORS. In connection with the
services to be provided by CMA under this Agreement, CMA may, to the extent it
deems appropriate, and subject to compliance with the requirements of applicable
laws and regulations and upon receipt of approval of the Trustees/Directors,
make use of (i) its affiliated companies and their directors, trustees,
officers, and employees and (ii) subcontractors selected by CMA, provided that
CMA shall supervise and remain fully responsible for the services of all such
third parties in accordance with and to the extent provided by this Agreement.
Except as otherwise provided in paragraph 4 herein, all costs and expenses
associated with services provided by any such third parties shall be borne by
CMA or such parties.
11. ADDITIONAL FUNDS. In the event an investment company managed by Banc
of America Investment Advisors, Inc. (or its successor) in addition to the Funds
listed on Appendix A hereto desires to have CMA render the services described
herein under the terms hereof and if CMA wishes to provide such services, then
the parties will execute a revised Appendix A. Upon execution thereof, such
entity shall become a Fund hereunder and be bound by all terms, conditions and
provisions hereof, and be deemed a "Fund" for all purposes herein.
12. PRIOR AGREEMENTS. This Agreement supersedes and terminates, as of the
date hereof, all prior Pricing and Bookkeeping Agreements between CMA and each
of the Liberty All-Star Equity Fund and the Liberty All-Star Growth Fund, Inc.
13. THE PARTIES. All references herein to the "Fund" are to each of the
management investment companies listed on Appendix A hereto, and each management
investment company made subject to this Agreement in accordance with Section 11
above, individually, as if this Agreement were between such individual Fund and
CMA. Any reference in this Agreement to "the parties" shall mean the Custodian
and such other individual Fund as to which the matter pertains.
14. TRUST NOTICE. On behalf of each Fund that is organized as a
Massachusetts business trust, notice is hereby given that a copy of the
Declaration of Trust of the Fund is on file with the Secretary of State of The
Commonwealth of Massachusetts, and that this Agreement is executed by an officer
of the Fund, as an officer and not individually, on behalf of the trustees of
the Fund, as trustees and not individually, and that the obligations of this
Agreement with respect to the Fund shall be binding upon the assets and
properties of the Fund only and shall not be binding upon any of the Trustees,
officers, employees, agents or shareholders of the Fund or the Trust
individually.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above.
LIBERTY ALL-STAR EQUITY FUND
By:
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Name:
Title:
LIBERTY ALL-STAR GROWTH FUND, INC.
By:
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Name:
Title:
LIBERTY ALL-STAR MID-CAP FUND
By:
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Name:
Title:
COLUMBIA MANAGEMENT ADVISORS, INC.
By:
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Name:
Title:
APPENDIX A
DATE ON WHICH
AGREEMENT
FUND ENTITY ORGANIZATION WAS EFFECTIVE
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Liberty All-Star Equity Fund Massachusetts
business trust
Liberty All-Star Growth Fund, Inc. Maryland corporation
Liberty All-Star Mid-Cap Fund Massachusetts
business trust
