FORM OF AMENDMENT TO PRICING AND BOOKKEEPING AGREEMENT
This Amendment is made and entered into this 1st day of July, 2001 by
and between Liberty All-Star Growth Fund, Inc. (the "Fund") and Colonial
Management Associates, Inc. ("Colonial"), a Massachusetts corporation.
WHEREAS, the Fund and Colonial previously entered into a Pricing and
Bookkeeping Agreement dated January 1, 1996, as amended (the "Agreement"); and
WHEREAS, the parties desire to amend the compensation provision of the
Agreement and add provision that allows Colonial to delegate its
responsibilities under the Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements of the parties hereto as herein set forth, the parties covenant and
agree as follows:
1. Paragraph 4 (Compensation) of the Agreement is amended and restated in
its entirety as follows:
"4. Compensation. The Fund will pay Colonial a monthly fee
consisting of a Flat Fee plus an Asset-Based Fee, as
follows:
(a) "Flat Fee." An annual fee of $10,000, paid monthly; plus
(b) "Asset-Based Fee." For any month that the Fund has
average net assets of more than $50 million, a
fee equal to the average net assets of the Fund for that
month multiplied by the Asset-Based Fee
Rate. The "Asset-Based Fee Rate" shall be calculated as
follows:
[(2 x $105,000) - (2 x $10,000)] / (average monthly
net assets of the Fund plus average
month net assets of the Liberty All-Star Equity Fund)
The Fund also shall reimburse Colonial 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."
2. The following provision shall be added as paragraph 10 of the
Agreement:
"10. Use of Affiliated Companies and Subcontractors. In
connection with the services to be provided by Colonial
under this Agreement, Colonial 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, make use of (i) its
affiliated companies and their directors, trustees,
officers, and employees and (ii) subcontractors selected
by Colonial, provided that Colonial 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 Colonial or such parties."
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.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have executed and delivered this Agreement as of the date first
written above.
LIBERTY ALL-STAR GROWTH FUND, INC.
By:_______________________________
Name:
Title:
COLONIAL MANAGEMENT ASSOCIATES, INC.
By:_______________________________
Name:
Title:
S:\STAFF\Xxxx\Agreements\P&BAmend4.doc
