FEE AND SERVICE SCHEDULE FOR STOCK TRANSFER SERVICES
BETWEEN
LIBERTY ALL-STAR EQUITY FUND
AND
COMPUTERSHARE INC.
AND
COMPUTERSHARE TRUST COMPANY, N.A.
This Fee and Service Schedule is by and between, Computershare Inc.
("Computershare") and Computershare Trust Company, N.A. (the "Trust Company"),
(collectively, "Transfer Agent") and Liberty All-Star Equity Fund (the
"Company"), whereby the Transfer Agent will perform the following services for
the Company. This Fee and Service Schedule ("Schedule") is an attachment to the
Agreement. Terms used, but not otherwise defined in this Schedule, shall have
the same meaning as those terms in the Agreement.
TERM
The fees set forth in this Schedule shall be effective for a period of ONE (1)
YEAR, commencing from the effective date of AUGUST 1, 2007 (the "Initial Term").
Sixty (60) days before the expiration of the Initial Term or a Renewal Term,
whichever is applicable, the parties to this Agreement will agree upon a Fee
Schedule for the upcoming Renewal Term. If no new fee schedule is agreed upon,
provided that service mix and volumes remain constant, the fees listed in the
Schedule shall be increased (a) by the accumulated change in the National
Employment Cost Index for Service Producing Industries (Finance, Insurance, Real
Estate) for the preceding years of the contract, as published by the Bureau of
Labor Statistics of the United States Department of Labor; or (b) to the
Transfer Agent's minimum fees then in effect, whichever is greater. Fees will
be increased on this basis for each successive Agreement anniversary thereafter.
FEES
ONGOING ACCOUNT MANAGEMENT*
---------------------------
This fee covers all administration of the services listed in the services
section except as noted below. Out of pocket costs associated with providing
these services will be charged separately.
$5,665.00 Liberty All-Star Equity Fund - Monthly Administrative Fee
$ .75 Per DRP Transaction
$ 1.00 Per Fulfillment package
* If the average volume of transactions, inquiries, or telephone calls
significantly increases during the term of this Agreement as a result of
outside factors or unforeseen circumstances for which the Transfer Agent
is not the proximate cause, the Transfer Agent and the Company shall
negotiate an additional fee.
LOST OWNER/SHAREHOLDER SEARCH SERVICES
--------------------------------------
o SEC Electronic Database Search $2.00 per account searched
o National Change of Address (NCOA) Search $.01 per account (all accounts)
SERVICES
ADMINISTRATIVE SERVICES
-----------------------
o Annual administrative services as Transfer Agent and Registrar for the
common stock of the company
o Assignment of relationship manager
ACCOUNT MAINTENANCE
-------------------
o Maintain 7,500 registered shareholder accounts for Liberty All-Star
Equity Fund (additional accounts to be billed at $6.00 each per year)
o Maintain registered shareholder accounts
o Create new shareholder accounts
o Post and acknowledge address changes
o Process other routine file maintenance adjustments
o Post all transactions, including debit and credit certificates, to the
shareholder file
o Respond to requests for audit confirmations
o Perform OFAC (Office of Foreign Asset Control) and Patriot Act
reporting
o Obtain tax certifications
SHARE ISSUANCE
--------------
o Issuance, cancellation and registration of shares
o Process all legal transfers as appropriate
o Combine certificates into larger and/or smaller denominations
o Replace lost certificates in accordance with UCC guidelines and
Computershare policy (subject to shareholder-paid fee and bond premium)
o Place, maintain and remove stop-transfer notations
SHAREHOLDER COMMUNICATIONS
--------------------------
o Provide company-specific Shareholder contact number;
o Provide IVR 24/7 (subject to system maintenance);
o Respond to Shareholder inquiries (written, e-mail and web);
o Record all Shareholder calls;
o Scan and image incoming correspondence from Shareholders;
DIRECT REGISTRATION SYSTEM
--------------------------
o Register, issue and transfer certificates electronically per the terms
and conditions of the DRS appointment letter and the sales order
processing facility
o Process Web, IVR and telephone sales for Shares held in direct
registration (sale fees charged to Shareholder), pursuant to the terms
and conditions, including applicable fees, of the sales facility
ONLINE ACCESS
-------------
o Provide Internet access to "Issuer Online," desktop access to corporate
and Shareholder information administered by Computershare, which
permits data management including running standard reports such as Top
10 - 200 Shareholder lists, submitting real-time inquiries such as an
issued capital query, and reporting by holding range
o Provide Internet access to "Investor Centre," which provides
Shareholder account information, transaction capabilities, and
downloadable forms and FAQs
MAILING SERVICES
----------------
o Coordinate the mailing of company-provided reports, three (3) per annum
for registered Shareholders
ANNUAL MEETING SERVICES
-----------------------
o Prepare a full Shareholder list as of the Annual Meeting Record Date
o Address proxy cards for all registered Shareholders
o Coordinate the mailing of the proxy card, proxy statement, return
envelope and Annual Report to all registered Shareholders
o Receive, open and examine returned proxies
o Tabulate returned proxies
o Provide on-line access to proxy vote status
o Attend Annual Meeting as Inspector of Election (travel expenses billed
as incurred)
o Prepare a final Annual Meeting list reflecting how each account has
voted on each proposal
ADDITIONAL ANNUAL MEETING SERVICES (SUBJECT TO ADDITIONAL FEES)
---------------------------------------------------------------
o Electronic delivery of proxy material ($0.35 each, $250 minimum)
o Provide financial printing of 10ks, proxy statements and other related
documents (at bid)
o Accept and load other related proxy files, 401K, ESPP and other stock
issues not on our recordkeeping system ($300 per file)
o Match load related proxy files to registered Shareholder base to
eliminate duplicate mailings ($300 per file)
o Provide householding of materials to the same address ($500 set-up fees
plus $0.50 for each suppressed package)
o Provide Internet and telephone voting ($1,000 set-up plus $0.28 per
telephone vote and $0.10 per web vote)
DIVIDEND SERVICES
-----------------
o Receive all funds before or on mailing date by 11:00 A.M., EASTERN
STANDARD TIME via Federal Funds Wire, ACH or Demand Deposit Account
debit
o Coordinate the mailing of quarterly dividends with an additional
enclosure with each dividend check
o Prepare and file Federal Information Returns (Form 1099) of dividends
paid in a year
o Prepare and file State Information Returns of dividends paid in a year
to Shareholders resident within such state
o Prepare and file annual withholding return (Form 1042) and payments to
the government of income taxes withheld from Non-Resident Aliens
o Coordinate the mailing of Form 1099 to Shareholders
o Replace lost dividend checks
o Reconcile paid and outstanding checks
o Code "undeliverable" accounts to suppress mailing dividend checks to
same
o Keep records of accumulated uncashed dividends
o Perform the following duties as required by the Interest and Dividend
Tax Compliance Act of 1983:
o Withhold tax from Shareholder accounts not in compliance with the
provisions of the Act
o Reconcile and report taxes withheld, including additional 1099
reporting requirements, to the Internal Revenue Service
o Mail to new accounts who have had taxes withheld, to inform them of
procedures to be followed to curtail subsequent back-up withholding
o Perform Shareholder file adjustments to reflect certification of
accounts
ACH SERVICES
------------
o Review cards for accuracy and completeness and identifying cards with
incomplete information
o Mail cure letter to Shareholders with incomplete cards
o Identify cards received after the cut-off date
o Code accounts for ACH and performing pre-note test
o Identify rejected ACH transmissions mail dividend check and explanation
letter to Shareholders with rejected transmissions
o Respond to Shareholder inquiries concerning the ACH Program
o Code cards received after cut-off date
o Calculate on a quarterly basis the Share breakdown for ACH vs. other
dividend payments and notifying the Company of funding amount for ACH
transmissions and other payable date funds
o Credit ACH designated bank accounts automatically on dividend payable
date
o Maintenance of ACH participant file, including coding new ACH accounts
o Process termination requests
o Keep adequate records including retention of authorization cards
GLOBAL PAYMENTS SERVICE
-----------------------
o Allow shareholders to elect to receive sale proceeds and dividend
payments in foreign currencies (subject to certain geographic
restrictions) by check or by electronic funds transfer in accordance
with Transfer Agent's guidelines (fees paid by Shareholders)
DIVIDEND REINVESTMENT SERVICES
------------------------------
o Invest Dividend Reinvestment and Optional Cash Purchases per the plan
document
o Reinvestment and/or cash investment transactions of Dividend
Reinvestment Plan participant accounts
o Coordinate the mailings statement to Plan participant when activity
occurs
o Process automatic monthly investments via ACH
o Maintain DRP accounts and establishing new participant accounts
o Process sale, termination and withdrawal requests
o Supply summary reports for each reinvestment/investment
o Provide certificate safekeeping
o Coordinate the mailing of Form 1099 to participants, including DRP
participants and related filings with the IRS
DIRECT FILING OF ABANDONED PROPERTY
-----------------------------------
o Coordinate the mailing of due diligence notices to all qualifying
Shareholder accounts as defined by the State filing matrix
o Process returned Due Diligence notices and remitting property to
Shareholders prior to escheatment
o Prepare and file Preliminary and Final Abandoned Property Reports
o Prepare and file checks for each state covering unclaimed funds as per
state requirements
o Issue and file stock certificate(s) registered to the applicable
state(s) representing returned (RPO) certificates and underlying Share
positions
o Retain, as required by law or otherwise, records of property escheated
to the several States and responding, after appropriate research, to
Shareholder inquiries relating to same
LOST OWNER/SHAREHOLDER SEARCH SERVICES
--------------------------------------
o Perform electronic database searches in accordance with SEC
requirements
o Update new addresses provided by search firm
o Send verification form to Shareholder to validate address
o Reissue abandoned property held to Shareholders upon receipt of signed
verification form
ADDITIONAL SERVICES
-------------------
Items not included in the fees and services set forth in this Schedule
including, but not limited to, services associated with the payment of a stock
dividend, stock split, corporate reorganization, or any services associated with
a special project are to be billed separately, on an appraisal basis.
Services required by legislation or regulatory fiat which become effective after
the date of acceptance of this Schedule shall not be a part of the Standard
Services and shall be billed by appraisal. All additional services not
specifically covered under this Schedule will be billed by appraisal, as
applicable.
BILLING DEFINITION OF NUMBER OF ACCOUNTS
----------------------------------------
For billing purposes, the number of accounts will be based on open accounts on
file at the beginning of each billing period, plus any new accounts added during
that period. An open account shall mean the account of each Shareholder which
account shall hold any full or fractional Shares of stock held by such
Shareholder, outstanding funds, or reportable tax information.
OUT-OF-POCKET EXPENSES
----------------------
In addition to the fees above, the Company agrees to reimburse the Transfer
Agent for out-of-pocket expenses, including but not limited to postage, forms,
telephone, taxes, records storage, exchange and broker fees, or advances
incurred by the Transfer Agent for the items set out in Exhibit A attached
hereto. In addition, any other expenses incurred by the Transfer Agent at the
request or with the consent of the Company, will be reimbursed by the Company.
ACCEPTANCE
In witness whereof, the parties hereto have caused this Fee and Service Schedule
to be executed by their respective officers, hereunto duly agreed and
authorized, as of the effective date of this Fee and Service Schedule.
COMPUTERSHARE INC.
COMPUTERSHARE TRUST COMPANY, N. A. LIBERTY ALL-STAR EQUITY FUND
ON BEHALF OF BOTH ENTITIES:
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. May
---------------------------- -----------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxxx X. May
---------------------------- -------------
Title: Managing Director Title: Treasurer
---------------------------- ---------
THIS FEE AND SERVICE SCHEDULE SHALL SERVE AS AN ATTACHMENT TO THE TRANSFER
AGENCY AND STOCK TRANSFER SERVICES AGREEMENT DATED AUGUST 1, 2007.
Exhibit A
Out of Pocket Expenses
Out of pocket expenses associated with, but not limited to, the following are
not included in the fees quoted in this Fee and Service Schedule and are
billable as incurred.
o Postage (outgoing and business reply)
o Envelopes
o Forms and stationery
o Printing
o Enclosing (proxy cards, dividend checks, etc.)
o Fulfillment (transfer packages, new account packages, DRIP enrollment
packages)
o Proxy proof set-up
o Record retention
o Insurance premiums (mailing certificates)
o Delivery and freight charges (including overnight delivery; Airborne
Express, FedEx, etc.)
o Destruction of excess/obsolete material
o Telephone usage and line expenses
o SAS 70 reports
o SEC lost shareholder electronic search
PLEASE NOTE:
Good funds to cover postage expenses in excess of $10,000 for Shareholder
mailings must be received in full by 12:00 p.m. Eastern Time on the scheduled
mailing date. Postage expenses less than $10,000 will be billed as incurred.
