March 22, 2002
Liberty All-Star Equity Fund
Xxx Xxxxxxxxx Xxxxxx
Xxxxxx, XX 00000
RE: INFORMATION AGENT
The following sets forth the agreement (the "Agreement") between Liberty
All-Star Equity Fund (the "Client"), and Xxxxxxxxx Shareholder - New Jersey
("GS"), a Delaware corporation. In accordance with the terms and conditions of
the Agreement, the Client hereby agrees to retain GS to perform certain services
as set forth below ("Services"). The terms and conditions are as follows:
RETAINER AGREEMENT
TERMS AND CONDITIONS
THIS AGREEMENT is entered into as of this 22nd day of March 2002, between GS,
and the Client, (collectively, the "Parties").
NOW THEREFORE, the Parties hereto mutually agree and covenant as follows:
I. SERVICES AND FEES
-----------------
A. INFORMATION AGENT
Service. In connection with the Client's upcoming Rights
Offering to Common shareholders of Liberty All-Star Equity
Fund, GS will perform the following:
i. conduct a broker/nominee inquiry to ascertain the
number of beneficial owners serviced by each bank and
broker reorganization department;
ii. distribute the applicable offering documents to
each institution's reorganization department and
forward additional materials as requested;
iii. print documents as requested;
iv. set-up a dedicated toll-free number to respond to
inquiries; provide assistance to shareholders
and monitor the response to the offer;
Xxxxxxxxx Xxxxxxxxxxx - New Jersey
Retainer Agreement
Liberty All-Star Equity Fund
March 22, 2002
Page 2
v. enclose and mail the offering documents to interested
shareholders; and
vi. provide periodic reports to the Client as to the
results of the telephone campaign and the status of
the direct purchase campaign.
For an additional fee, GS will, if requested by the Client,
proactively contact registered shareholders and/or non-objecting
beneficial holders ("NOBOs") to help promote a high level of
participation in the offer.
Fee. In consideration of the Information Agent Services to be
performed, the Client shall pay GS a base fee of Five Thousand
Five Hundred Dollars ($5,500). In addition to the base fee, a
$5.00 per telephone call fee will be charged for every inbound
telephone call received with regards to the Client's offer. The
base fee shall be paid simultaneously with the execution of this
Agreement.
Should the Client decide, to extended its offering expiration
date from its original expiration date, GS will charge an
extension base fee of Two Thousand Seven Hundred Fifty Dollars
(2,750) for every fifteen (15) day extension past the original
expiration date. If the extension is less than fifteen (15) days
there will be no additional charge.
The additional fee for contacting NOBOs and registered
shareholders, if requested, will include a unit fee of $5.00 per
shareholder contacted, a $300 set-up fee and out-of-pocket
expenses related to telephone number lookups and line charges
associated with unanswered calls.
The Client will reimburse GS for all reasonable out-of-pocket
disbursements which may include postage, telephone and courier
charges, data transmissions and other expenses approved by the
Client.
II. GENERAL TERMS & CONDITIONS
--------------------------
A. TERM/TERMINATION
1. Unless otherwise provided elsewhere herein, this Agreement
shall commence on the date as stated herein and shall continue
until GS has completed the Services required of it hereunder. GS
may terminate this Agreement in the event of default by the
Client. Default shall include the Client's failure to pay any
amount within thirty (30) days after invoice for said amount is
delivered to the Client; if the Client defaults in the
performance of any representation, warranty or obligation of the
Client set forth herein and such default continues, uncured, for
a period of twenty (20) days after delivery of written notice of
such default by GS to the Client.
2. The undersigned Client may terminate this Agreement at any
time by providing GS with a seven (7) day advance written notice.
The Client shall be responsible for any fees to be paid to GS for
any work already completed on behalf of the Client on a pro rata
basis. Accordingly, GS will refund all advance monies paid to it
by the Client on a pro rata basis. GS shall make the sole
determination as to the amount of work already completed on
behalf of the Client.
Xxxxxxxxx Xxxxxxxxxxx - New Jersey
Retainer Agreement
Liberty All-Star Equity Fund
March 22, 2002
Page 3
B. REPRESENTATIONS AND WARRANTIES
1. The Client represents and warrants that (a) it is duly
organized, validly existing and in good standing under the laws
of its jurisdiction of organization, (b) the execution, delivery
and performance of all transactions contemplated thereby have
been duly authorized by all necessary action and will not result
in a breach of or constitute a default under the Declaration of
Trust or the operating agreement of the Client or any indenture,
agreement, or instrument to which it is a party or by which it is
bound, and (c) this Agreement has been duly executed and received
by the Client and constitutes a legal, valid and binding
obligation of the Client.
2. GS represents and warrants that (a) it is duly organized,
validly existing and in good standing under the laws of its
jurisdiction of organization, (b) the execution, delivery and
performance of all transactions contemplated thereby have been
duly authorized by all necessary action and will not result in a
breach of or constitute a default under the articles of
organization or the operating agreement of GS or any indenture,
agreement, or instrument to which it is a party or by which it is
bound, and (c) this Agreement has been duly executed and received
by GS and constitutes a legal, valid and binding obligation of
GS.
C. CONFIDENTIAL INFORMATION
GS agrees to preserve the confidentiality of (i) all material
non-public information provided by the Client or its agents for
GS's use in fulfilling its obligations hereunder and (ii) any
information developed by GS based upon such material non-public
information (collectively, "Confidential Information"). For
purposes of this Agreement, Confidential Information shall not be
deemed to include any information which (w) is or becomes
generally available to the public in accordance with law other
than as a result of a disclosure by GS or any of its officers,
directors, employees, agents or affiliates; (x) was available to
GS on a non-confidential basis and in accordance with law prior
to its disclosure to GS by the Client; (y) becomes available to
GS on a non-confidential basis and in accordance with law from a
person other than the Client or any of its officers, directors,
employees, agents or affiliates who is not otherwise bound by a
confidentiality agreement with the Client or is not otherwise
prohibited from transmitting such information to a third party;
or (z) was independently and lawfully developed by GS based on
information described in clauses (w), (x) or (y) of this
paragraph. The Client agrees that all reports, documents and
other work product provided to the Client by GS pursuant to the
terms of this Agreement are for the exclusive use of the Client
and may not be disclosed to any other person or entity without
the prior written consent of GS. The confidentiality obligations
set forth in this paragraph shall survive the termination of this
Agreement.
Xxxxxxxxx Xxxxxxxxxxx - New Jersey
Retainer Agreement
Liberty All-Star Equity Fund
March 22, 2002
Page 4
GS shall not disclose or use any nonpublic personal information (
as the term defined in SEC Regulations S-P promulgated under
Title V of the Xxxxx-Xxxxx- Xxxxxx Act of 1999) relating to the
customers of the Client and/or its affiliates ( "Client
Information") except as may be necessary to carry out the
purposes of this Agreement, including use under 248.14 (the
processing and servicing exception) or 248.15 ( the miscellaneous
exception ) of Regulation S-P in the ordinary course of business
to carry out the purposes. GS shall use the best efforts to
safeguard and maintain the confidentially of such Client
Information, and to limit access to and usage of such Client
Information to those employees, officers, agents and
representatives of GS who have a need to know the information or
as necessary to provide products or services under this
agreement. The obligations contained in this paragraph shall
survive the termination of this agreement.
D. INDEMNIFICATION
The Client hereby covenants and agrees to indemnify and hold GS
and its officers, directors and employees harmless from and
against any and all losses, claims, causes of action, damages,
liabilities, costs and expenses, including reasonable attorneys
fees ("Indemnified Loss") incurred by any or all of the foregoing
parties arising from or relating, directly or indirectly, to: (i)
a breach by the Client of the terms of this Agreement, or (ii)
the Services provided by GS to the Client under this Agreement,
except to the extent that any such Indemnified Loss is the result
of the negligence, gross negligence or willful misconduct of any
GS officer or employee. Without in any way limiting the
foregoing, the Client hereby agrees to pay any and all costs and
expenses including, but not limited to: attorneys' fees for court
appearance necessary or appropriate for GS to enforce, interpret
or defend this Agreement, defend or respond to any proceeding
investigation or governmental inquiry or action at law or in
equity arising out of, relating to, or in connection with the
Services provided by GS to the Client under this Agreement; or
respond to any subpoena of GS's records as they relate to the
Client and/or the Services provided by GS hereunder.
Reimbursement will be made to the indemnified persons at the time
as such loss, cost or expense is incurred. GS hereby agrees to
notify the Client of any claim or cause of action against GS
arising out, relating to, or in connection with the Services
provided by GS under this Agreement. The obligations set forth in
this paragraph shall survive termination of this Agreement.
E. LATE PAYMENT
Unless otherwise provided elsewhere herein, all invoices shall be
due and paid by the Client within thirty (30) days after the date
of invoice. Any payments which are not received by GS within that
time will incur interest at the rate of one (1%) per month or at
the legally permissible interest rate, whichever is lower.
F. ENTIRE AGREEMENT
This Agreement contains the entire agreement between the Parties
with respect to the subject matter contained herein and may not
be amended, modified and/or waived except in writing signed by
both Parties. This Agreement shall be binding upon the Parties
and their respective successors and permitted assigns.
G. SEVERABILITY
The invalidity or unenforceability of any particular provision of
this Agreement shall not affect the other provisions hereof, all
of which shall remain enforceable in accordance with their terms.
Xxxxxxxxx Xxxxxxxxxxx - New Jersey
Retainer Agreement
Liberty All-Star Equity Fund
March 22, 2002
Page 5
H. NOTICES
Any notice or other communication to be given by either party
hereto to the other party hereto shall be in writing and mailed
by certified mail with return receipt requested to the party to
be notified at its address set forth at the beginning of this
Agreement (or at such different address as the party to receive
the notice so designates by advance written notice to the other
party).
I. GOVERNING LAW AND VENUE
This Agreement shall be governed and interpreted by the laws of
the State of Delaware, without giving effect to conflict of laws,
rules or principles, and shall inure to the benefit of and be
binding upon the successors and assigns of the Parties; provided
that this Agreement may not be assigned by the Client without the
express written consent of GS. This paragraph shall survive
termination of this Agreement.
XXXXXXXXX SHAREHOLDER LIBERTY ALL-STAR EQUITY FUND
---------------------------
CLIENT
______________________ ____________________________
Authorized Signature Authorized Signature
______________________ ____________________________
Xxxxxxxxx Xxxxx Name
______________________ ____________________________
Vice President & Title
General Manager
______________________ ____________________________
March 22, 2002 Date
