AGREEMENT OF AMENDMENT
OF
FUND MANAGEMENT AGREEMENT DATED MAY 15, 1987
BETWEEN
LIBERTY ALL-STAR EQUITY FUND
and
LIBERTY ASSET MANAGEMENT COMPANY
AGREEMENT dated as of August 1, 1997 between Liberty All-Star Equity Fund,
a business trust organized under the laws of the Commonwealth of Massachusetts
(the "Company"), and Liberty Asset Management Company, a corporation organized
under the laws of the State of Delaware (the "Manager").
WHEREAS, the Company and the Manager have entered into a Fund Management
Agreement dated May 15, 1987 (the "Agreement") pursuant to which the Manager is
providing certain administrative and investment management services to the
Company, including the recommendation of one or more Portfolio Managers (as
defined in the Agreement) to manage the portions of the Company's assets
allocated to them from time to time by the Manager; and
WHEREAS, Section 6 of the Agreement provides that the compensation of the
Manager for its services under the Agreement shall be calculated and paid in
accordance with Exhibit B to the Agreement, and that the Manager will compensate
the Portfolio Managers as provided in said Exhibit B; and
WHEREAS, the Company and the Manager wish to amend Exhibit B to the
Agreement effective August 1, 1997.
NOW, THEREFORE, the Company and the Manager hereby agree that, effective
August 1, 1997, Exhibit B to the Agreement shall be amended to read in its
entirety as set forth on the attached, and that, as so amended, the Agreement
shall remain in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement of
Amendment to be executed as of the day and year first written above.
LIBERTY ALL-STAR EQUITY FUND
By:
-----------------------------
LIBERTY ASSET MANAGEMENT COMPANY
By:
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EXHIBIT B
(as amended effective August 1, 1997)
MANAGER FEE
For the corporate management and administrative services provided to the
Company pursuant to Section 2(A) of this Agreement, the Company will pay to the
Manager, on or before the 10th day of each calendar month, a monthly fee for the
previous calendar month in the amount of 1/12th of the following percentages of
the average of the net asset values of the Company as of the close of the last
business day of the New York Stock Exchange in each calendar week during the
preceding calendar month: 0.20% of the first $400 million of such average net
asset value; 0.18% of such average net asset value exceeding $400 million up to
and including $800 million; 0.162% of such average net asset value exceeding
$800 million up to and including $1.2 billion; and 0.146% of such average net
asset value exceeding $1.2 billion.
For the investment management services provided to the Company pursuant to
Section 2(B) of this Agreement, the Company will pay to the Manager, on or
before the 10th day of each calendar month, a monthly fee for the previous
calendar month in the amount of 1/12th of the following percentages of the
average of the net asset values of the Company as of the close of the last
business day of the New York Stock Exchange in each calendar week during the
preceding calendar month: 0.80% of the first $400 million of such average net
asset value; 0.72% of such average net asset value exceeding $400 million up to
and including $800 million; 0.648% of such average net asset value exceeding
$800 million up to and including $1.2 billion; and 0.584% of such average net
asset value exceeding $1.2 billion.
Pursuant to Section 6 of this Agreement, the Manager will pay each
Portfolio Manager a monthly fee in the amount of 1/12th of: 0.40% of the amount
obtained by multiplying the Portfolio Manager's Percentage times such average
net asset values of the Company on the foregoing dates up to $400 million; 0.36%
of the amount obtained by multiplying the Portfolio Manager's Percentage times
such average net asset value exceeding $400 million up to and including $800
million; 0.324% of the amount obtained by multiplying the Portfolio Manager's
Percentage times such average net asset value exceeding $800 million up to and
including $1.2 billion; and 0.292% of the amount obtained by multiplying the
Portfolio Manager's Percentage times such average net asset value exceeding $1.2
billion.
"Portfolio Manager's Percentage" means the percentage obtained by dividing
the average of the net asset values on the foregoing dates of the portion of the
portfolio assets of the Company assigned to that Portfolio Manager by the
average of the net asset values on such dates of the Company as a whole.
The foregoing fees shall be pro-rated for any month during which this
Agreement is in effect for only a portion of the month.
