PRICING AND BOOKKEEPING AGREEMENT
AGREEMENT dated as of _______1998 between LAMCO Trust I, a Massachusetts
Business Trust (Trust), on behalf of Liberty All-Star Growth and Income Fund
(Fund), and Colonial Management Associates, Inc. (Colonial), a Massachusetts
corporation.
The Trust and Colonial agree as follows:
1. Appointment. The Trust on behalf of the Fund appoint Colonial as agent
to perform the services described below, effective on the date hereof.
2. Services. Colonial shall (i) determine and timely communicate to
persons designated by the Trust the Fund's net asset values and offering prices
per Share in accordance with the applicable provisions of the Fund's
Registration Statement on Form N-1A; and (ii) maintain and preserve in a secure
manner the accounting records of the Fund, including all such accounting records
as the Fund is 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 and regulations. In addition to the accounting
records of the Fund as a whole, Colonial will maintain and preserve in a secure
manner separate portfolio accounts (Portfolio Manager Accounts) for the assets
of the Fund allocated by Liberty Asset Management Company to each of the Fund's
Portfolio Managers. All records shall be the property of the Fund. Colonial will
provide disaster planning to minimize possible service interruption.
3. Audit, Use and Inspection. Colonial shall make available on its
premises during regular business hours all records of a Fund for reasonable
audit, use and inspection by the Trust, its agents and any regulatory agency
having authority over the Fund.
4. Compensation. The Trust on behalf of the Fund will pay Colonial a
monthly fee of $3,000, plus a monthly percentage fee on the average daily net
assets of the Fund for the month in excess of $50 million at the following
annual rates: 0.035% on the next $950 million; 0.025% on the next $1 billion;
0.015% on the next $1 billion; and 0.001% on the excess over $3 billion.
5. Compliance. Colonial shall comply with applicable provisions relating
to pricing and bookkeeping of the prospectus and statement of additional
information of the Fund and applicable laws and rules in the provision of
services under this Agreement.
6. Limitation of Liability. In the absence of willful misfeasance, bad
faith or gross negligence on the part of Colonial, or reckless disregard of its
obligations and duties hereunder, Colonial shall not be subject to any liability
to the Trust or Fund, to any shareholder of the Trust or the Fund 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 Trust shall submit to Colonial a reasonable time in
advance of filing with the Securities and Exchange Commission copies of any
changes in the Fund's Registration Statement. If a change in documents or
procedures materially increases the cost to Colonial of performing its
obligations, Colonial shall be entitled to receive reasonable additional
compensation.
8. Duration and Termination, etc. This Agreement may be changed only by
writing executed by each party. This Agreement: (a) shall continue in effect
from year to year so long as approved annually by vote of a majority of the
Trustees who are not affiliated with Colonial; (b) may be terminated at any time
without penalty by sixty days' written notice to either party; and (c) may be
terminated at any time for cause 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 the Trust designates a successor to any of Colonial's
obligations, Colonial shall, at the expense and direction of the Trust, transfer
to the successor all Trust records maintained by Colonial.
9. Miscellaneous. This Agreement shall be governed by the laws of The
Commonwealth of Massachusetts.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above.
LIBERTY ALL-STAR GROWTH AND INCOME FUND
BY: LAMCO TRUST I
By: ____________________________________
COLONIAL MANAGEMENT ASSOCIATES, INC.
By: ____________________________________
A copy of the document establishing the Trust is filed with the Secretary of The
Commonwealth of Massachusetts. This Agreement is executed by officers not as
individuals and is not binding upon any of the Trustees, officers or
shareholders of the Trust individually but only upon the assets of the Fund.
