0000904454-11-000552 Sample Contracts

STANDSTILL AGREEMENT
Standstill Agreement • September 29th, 2011 • DST Systems Inc • Services-computer processing & data preparation • New York

This Standstill Agreement (the “Agreement”) is made and entered into effective as of the 14th day of September 2011 by and between DST Systems, Inc. (“DST”) and Karpus Management, Inc. (d/b/a Karpus Investment Management), for and on behalf of itself and entities and accounts that it controls directly or indirectly, or with respect to which it exercises voting discretion, whether such entities or accounts now exist or are organized in the future, including any such entities and accounts holding shares that were reported in the Schedule 13D filed with respect to Liberty All-Star Growth Fund, Inc. (“Growth Fund”) by Karpus Investment Management, Inc. (collectively, “Karpus” and Karpus, together with DST, the “parties” and each, individually, a “party”).

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Contract
Standstill Agreement • September 29th, 2011 • DST Systems Inc • Services-computer processing & data preparation • New York
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