PRICING AND BOOKKEEPING AGREEMENT AGREEMENT dated as of January 1, 1996, between
Liberty All-Star Growth Fund, Inc. (Fund) and Colonial Management Associates,
Inc.(Colonial), a Massachusetts corporation.
The Fund and Colonial agree as follows:
1.Appointment. The Fund appoints Colonial as agent to perform the services
described below, such appointment to take effect January 1, 1996.
0.Xxxxxxxx. Colonial 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 the Fund's Registration Statement on Form N-2; 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 or
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 Fund, its agents and any regulatory agency having
authority over the Fund.
4.Compensation. The Fund will pay Colonial a monthly fee of $1,750 plus $250
for each Portfolio Manager Account, plus a percentage fee for each month at the
following annual rates: 0.0233% of the average weekly net assets of the Fund for
such month in excess of $50 million up to $500 million; 0.0167% of the average
weekly net assets of the Fund for such month in excess of $500 million up to $1
billion; 0.015% of the average weekly net assets of the Fund for such month in
excess of $1 billion up to $3 billion; and 0.001% of the average weekly net
assets of the Fund for such month in excess of $3 billion.
5.Compliance. Colonial shall comply with applicable provisions in the Fund's
Registration Statement on Form N-2 relating to pricing and bookkeeping.
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 Fund, to any shareholder of 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 Fund shall submit to Colonial a reasonable time in advance
of filing with the Securities and Exchange Commission copies of any changes in
its Registration Statements. 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
Directors 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 Fund designates a successor to any of Colonial's
obligations, Colonial shall, at the expense and direction of the Fund, transfer
to the successor all Fund 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 FUND, INC.
By: Xxxxx X. Xxxxxxxx, Controller
COLONIAL MANAGEMENT ASSOCIATES, INC.
By: Xxxxxx X. Xxxxx, Executive Vice President
