<DOCUMENT>
<TYPE>EX-99.2K
<SEQUENCE>9
<FILENAME>exhibit2k1.txt
<DESCRIPTION>EX-99.2K1
<TEXT>
                        ADMINISTRATION, BOOKKEEPING AND
                           PRICING SERVICES AGREEMENT

      THIS  AGREEMENT  is made as of December 18, 2006, between Liberty All-Star
Equity  Fund,  a Massachusetts  business  trust  (the  "Fund"),  and  ALPS  Fund
Services, Inc., a Colorado corporation ("ALPS").

      WHEREAS, the Fund is registered under the Investment Company Act of 1940,
as amended ("1940 Act") as a closed-end, non-diversified management investment
company;

      WHEREAS, ALPS provides certain administrative, bookkeeping and pricing
services to investment companies; and

      WHEREAS,  the   Fund   desires   to   appoint   ALPS  to  perform  certain
administrative,  bookkeeping and pricing services for the  Fund,  and  ALPS  has
indicated its willingness to so act, subject to the terms and conditions of this
Agreement.

      NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, the parties hereto agree as follows:

1.    ALPS APPOINTMENT AND DUTIES.

     (a) The Fund  hereby  appoints  ALPS to provide administrative, bookkeeping
         and pricing services as are set  forth  in  APPENDIX A, as amended from
         time to time, upon the terms and conditions hereinafter set forth. ALPS
         hereby accepts such appointment and agrees to  furnish  such  specified
         services.  ALPS  shall  for all purposes be deemed to be an independent
         contractor and shall, except  as otherwise expressly authorized in this
         Agreement, have no authority to  act  for  or represent the Fund in any
         way or otherwise be deemed an agent of the Fund.

     (b) ALPS  may  employ  or  associate  itself with a person  or  persons  or
         organizations, including affiliates  of  ALPS,  as  ALPS believes to be
         desirable in the performance of its duties hereunder; provided that, in
         such event, the compensation of such person or persons or organizations
         shall be paid by and be the sole responsibility of ALPS  and  the  Fund
         shall  bear  no  cost  or obligation with respect thereto; and provided
         further that ALPS shall not be relieved of any of its obligations under
         this Agreement in such event  and  shall be responsible for all acts of
         any such person or persons or organizations  taken  in  furtherance  of
         this  Agreement  to  the same extent it would be for its own acts. ALPS
         will obtain approval from  the Fund's Board of Trustees ("Board") prior
         to employing or associating with such persons or organizations.

     (c) ALPS will permit individuals  who  are officers or employees of ALPS to
         serve (if duly elected or appointed)  as officers, Trustees, members of
         any committee of the Board, members of  any  advisory board, or members
         of any other committee of the Fund, without remuneration  or other cost
         to the Fund; provided, however, that notwithstanding anything contained
         herein to the contrary, the Fund may pay

                                       1
<PAGE>

         compensation  to, and expenses of, the Fund's Chief Compliance  Officer
         to the extent that  the  Board  expressly  so authorizes, regardless of
         whether  such  officer is also an officer or employee  of  ALPS  or  an
         affiliate of ALPS.

     (d) ALPS will provide  necessary  executive  and other personnel, including
         personnel for the performance of clerical  and  other office functions,
         exclusive of those functions: (a) related to and  to be performed under
         the  Fund's contract or contracts for custodial, accounting,  transfer,
         and dividend  disbursing  agency  or  other  services  by  any  entity,
         including  ALPS  or  its  affiliates, selected to perform such services
         under such contracts; and (b)  related  to  the services to be provided
         under a Fund Management or Portfolio Management Agreement.

2.    ALPS COMPENSATION; EXPENSES.

     (a) In consideration for the services to be performed hereunder by ALPS,
         the Fund shall pay ALPS the fees listed in APPENDIX B, hereto.

     (b) ALPS will bear all expenses in connection with  the  performance of its
         services under this Agreement and all related agreements, ALPS will not
         pay  expenses  incurred  by  the  Fund,  such  as, but not limited  to,
         advisory   fees,   Trustees'  fees,  portfolio  transaction   expenses,
         litigation expenses,  taxes, costs of preferred shares, costs of rights
         offerings,  costs of shareholder  reports,  costs  of  New  York  Stock
         Exchange  ("NYSE")  and  Securities  and  Exchange  Commission  ("SEC")
         filings, the  cost of counsel, expenses of conducting repurchase offers
         for the purpose of repurchasing fund shares, extraordinary expenses and
         dividends on securities sold short.

3.   RIGHT TO RECEIVE ADVICE.

     (a) ADVICE OF THE FUND. If ALPS is in doubt as to any action it should or
         should not take, ALPS shall request directions or advice from the Fund.

     (b) ADVICE OF COUNSEL.  If  ALPS  is  in  doubt  as  to any question of law
         pertaining  to  any  action  it should or should not take,  ALPS  shall
         request advice from counsel of its own choosing and at its own expense.

     (c) CONFLICTING ADVICE. In the event  of  a  conflict  between  directions,
         advice or instructions ALPS receives from the Fund and the advice  ALPS
         receives  from  counsel,  ALPS shall inform the Fund and its counsel of
         the conflict and seek resolution.

     (d) Nothing in this subsection shall excuse ALPS when an action or omission
         on  the  part  of  ALPS constitutes  willful  misfeasance,  bad  faith,
         negligence or reckless  disregard by ALPS of any duties, obligations or
         responsibilities set forth in this Agreement.

                                       2
<PAGE>

4.   LIABILITY OF ALPS.

     (a) ALPS may rely upon the written  advice  of counsel for the Fund and the
         Fund's independent accountants, and upon  oral or written statements of
         the Fund's investment adviser, brokers and  other  service providers to
         the Fund, reasonably believed by ALPS in good faith  to be an expert in
         the  matters  upon  which  they  are  consulted  and,  for any  actions
         reasonably taken in good faith reliance upon such advice  or statements
         and without negligence, ALPS shall not be liable to anyone.

     (b) Nothing herein contained shall be construed to protect ALPS against any
         liability to the Fund or its shareholders to which ALPS would otherwise
         be subject by reason of willful misfeasance, bad faith, negligence,  or
         reckless disregard in the performance of its duties.

     (c) Except as may otherwise be provided by applicable law, neither ALPS nor
         its  shareholders,  officers,  directors,  employees or agents shall be
         subject to, and the Fund shall indemnify and hold such persons harmless
         from and against, any liability for and any damages, expenses or losses
         incurred by reason of the inaccuracy of factual  information  furnished
         to ALPS by the Fund or its adviser.

     (d) ALPS  shall  be obligated to exercise commercially reasonable care  and
         diligence in the  performance  of  its duties hereunder, to act in good
         faith  and  to  use  its  best efforts, within  reasonable  limits,  in
         performing services provided  for  under  this Agreement. ALPS shall be
         liable for actual damages arising out of ALPS'  failure  to perform its
         duties  under  this Agreement to the extent such damages arise  out  of
         ALPS' willful misfeasance,  bad faith, negligence or reckless disregard
         of such duties.

     (e) ALPS shall not be liable for any error of judgment or mistake of law or
         for any loss suffered by the  Fund  in  connection  with the matters to
         which this Agreement relates, except for a loss resulting  from willful
         misfeasance,  bad  faith, negligence on its part in the performance  of
         its duties or from reckless  disregard  by  it  of  its obligations and
         duties under this Agreement.

5.   REPORTS.  Whenever,  in  the  course  of performing its duties  under  this
     Agreement, ALPS determines, on the basis of information supplied to ALPS by
     the Fund or its authorized agents, that  a  violation of applicable law has
     occurred or that, to its knowledge, a possible  violation of applicable law
     may  have occurred or, with the passage of time, would  occur,  ALPS  shall
     promptly notify the Fund and its counsel.

6.   ACTIVITIES OF ALPS. The services of ALPS under this Agreement are not to be
     deemed  exclusive,  and  ALPS  shall  be free to render similar services to
     others. The Fund recognizes that from time  to time directors, officers and
     employees of ALPS may serve as directors, officers  and  employees of other
     corporations or businesses (including other investment companies)  and that
     such  other  corporations and funds may include ALPS as part of their  name
     and that ALPS or its affiliates may enter into administrative, bookkeeping,
     pricing agreements  or  other  agreements  with such other corporations and
     funds.


                                       3
<PAGE>

7.  ACCOUNTS AND RECORDS. The accounts and records  maintained  by ALPS shall be
    the  properly  of  the  Fund.  Such accounts and records shall be  prepared,
    maintained and preserved as required  by  the  1940 Act and other applicable
    securities laws, rules and regulations. Such accounts  and  records shall be
    surrendered to the Fund promptly upon receipt of instructions  from the Fund
    in  the  foam  in  which  such accounts and records have been maintained  or
    preserved. The Fund shall have  access  to  such accounts and records at all
    times during  ALPS' normal business hours.  Upon  the  reasonable request of
    the Fund, copies of any such books and records shall be  provided by ALPS to
    the  Fund  at  the  Fund's expense. ALPS shall assist the Fund,  the  Fund's
    independent auditors, or, upon approval of the Fund, any regulatory body, in
    any requested review of the Fund's accounts and records, and reports by ALPS
    or its independent accountants concerning its accounting system and internal
    auditing controls will be open to such entities for audit or inspection upon
    reasonable request.

8.  CONFIDENTIAL AND PROPRIETARY  INFORMATION.  ALPS  agrees  that  it  will, on
    behalf  of  itself  and  its  officers and employees, treat all transactions
    contemplated by this Agreement,  and all records and information relative to
    the  Fund  and  its  shareholders  (past,  present  and  future)  and  other
    information germane thereto, as confidential  and as proprietary information
    of the Fund and not to use, sell, transfer or divulge  such  information  or
    records  to  any person for any purpose other than performance of its duties
    hereunder, except  after  prior notification to and approval in writing from
    the Fund, which approval shall  not  be unreasonably withheld. It may not be
    withheld  where  ALPS  may  be  exposed to  civil,  regulatory  or  criminal
    proceedings  for  failure  to  comply,   when   requested  to  divulge  such
    information by duly constituted authorities, or when  so  requested  by  the
    Fund.  ALPS  shall  have  in  place  and  maintain  physical, electronic and
    procedural   safeguards  reasonably  designed  to  protect   the   security,
    confidentiality  and  integrity of, and to prevent unauthorized access to or
    use of records and information  relating  to  the Fund and its past, present
    and future shareholders, consumers and customers.

9.  COMPLIANCE WITH RULES AND REGULATIONS. ALPS shall comply - and to the extent
    ALPS takes or is required to take action on behalf  of  the  Fund  hereunder
    shall  cause  the  Fund to comply - with all applicable requirements of  the
    1940 Act and other applicable  laws,  rules, regulations, orders and code of
    ethics, as well as all investment objectives,  policies,  restrictions,  and
    procedures adopted by the Fund and the Fund's registration statement on Form
    N-2,  Declaration  of  Trust  and  By-laws. Except as specifically set forth
    herein, ALPS assumes no responsibility for such compliance by the Fund. ALPS
    will maintain and implement compliance  policies  and  procedures  that  are
    reasonably  designed to ensure its compliance with and to prevent violations
    of the Federal  Securities  Laws  (as  defined  in Rule 38a-1 under the 1940
    Act).  ALPS  also  will  provide  the Fund's Chief Compliance  Officer  with
    periodic reports regarding ALPS' compliance with the Federal Securities Laws
    and ALPS' compliance policies and procedures.

                                       4
<PAGE>

10.   REPRESENTATIONS AND WARRANTIES OF ALPS. ALPS represents and warrants to

the Fund that:


    (a)  It is duly organized and existing as a corporation and in good standing
         under the laws of the State of Colorado.

    (b)  It is empowered under applicable laws and by its Articles of
         Incorporation and By-laws to enter into and perform this Agreement.

    (c)  All requisite corporate proceedings have been taken to authorize it to
         enter into and perform this Agreement.

    (d)  It has and will continue to have  access  to  the necessary facilities,
         equipment  and  personnel to perform its duties and  obligations  under
         this Agreement in accordance with industry standards.

    (e)  It has and will keep  in effect professional liability insurance naming
         ALPS as insured and providing coverage with respect to ALPS' activities
         on behalf of the Fund in  the  amount  of at least $1,000,000, and will
         provide  to  the  Fund  at least annually a  certificate  of  insurance
         evidencing that such insurance is in full force and effect.


    REPRESENTATIONS AND WARRANTIES OF THE FUND. The Fund represents and warrants
    to ALPS that:

    (a) It is a Massachusetts business  trust organized and existing and in good
         standing under the laws of the Commonwealth  of  Massachusetts  and  is
         registered with the SEC as a closed-end investment company.

    (b)  It is empowered under applicable laws and by its Declaration of Trust
         and By-laws to enter into and perform this Agreement.

    (c)    The Board has duly authorized it to enter into and perform this
    Agreement.

    (d)  It has provided ALPS with copies of its Prospectus(es) and Statement(s)
         of Additional Information and will provide ALPS with any amendments or
         supplements thereto.

11. LIAISON  WITH  ACCOUNTANTS.  ALPS  shall  act  as  liaison  with  the Fund's
    independent  public  accountants and shall provide account analysis,  fiscal
    year  summaries, and other  audit-related  schedules  with  respect  to  the
    services  provided to the Fund. ALPS shall take all reasonable action in the
    performance  of its duties under this Agreement to assure that the necessary
    information in  ALPS'  control is made available to such accountants for the
    expression of their opinion, as required by the Fund.

12. BUSINESS  INTERRUPTION PLAN.  ALPS  shall  maintain  in  effect  a  business
    interruption  plan, and enter into any agreements necessary with appropriate
    parties making  reasonable  provisions  for emergency use of electronic data
    processing equipment customary in the industry.  In  the  event of equipment
    failures, ALPS shall, at no additional expense to the Fund, take



                                       5
<PAGE>

    commercially reasonable steps to minimize service interruptions.  ALPS shall
    have  no liability with respect to the loss of data or service interruptions
    caused by equipment failure provided such loss or interruption is not caused
    by  ALPS'  own  willful  misfeasance,  bad  faith,  negligence  or  reckless
    disregard of its duties or obligations under this Agreement.

13.   DURATION AND TERMINATION OF THIS AGREEMENT.

    (a)  INITIAL  TERM.  This  Agreement  shall  become effective as of the date
         first written above (the "Start Date") and  shall  continue  thereafter
         throughout  the  period  which  ends  1  year after the Start Date (the
         "Initial Term"). Until the end of the Initial  Term, this Agreement may
         be terminated without penalty only by agreement of the parties upon not
         less  than  60  days' written notice or for cause pursuant  to  Section
         13(c)  hereof. If  the  Fund  terminates  this  Agreement  unilaterally
         without  cause  prior  to  the  end  of the Initial Term, it will be in
         default hereunder, causing substantial  damages to ALPS. Because of the
         difficulty of estimating the damages that  will result, the Fund agrees
         to pay to ALPS, as liquidated damages for such default, an amount equal
         to twenty-five percent (25%) of the annual fee in effect at the time of
         termination (the "Default Payment").

         The parties agree that the Default Payment is  a reasonable forecast of
         probable  actual  loss  to  ALPS  and  that this sum is  agreed  to  as
         liquidated damages and not as a penalty.

    (b)  RENEWAL TERM. If not sooner terminated,  this  Agreement shall renew at
         the  end  of  the  Initial  Term  and  shall  thereafter  continue  for
         successive annual periods, so long as approved  annually by a vote of a
         majority of the Trustees who are not "interested  persons"  (as deed in
         the 1940 Act) of any party to this Agreement, until terminated  by  the
         Fund  or  by ALPS, without penalty, upon not less than 60 days' written
         notice to the other party.

    (c)  CAUSE. Notwithstanding  anything  to  the  contrary  elsewhere  in this
         Agreement,  the Fund may terminate this Agreement for cause immediately
         at any time,  without  penalty, without default and without the payment
         of any Default Payment or  other  liquidated  damages.  Termination for
         "cause" hereunder shall mean:

         (i)  willful  misfeasance, had faith, negligence or reckless  disregard
              on the part  of  ALPS in the performance of or with respect to its
              obligations and duties hereunder;

         (ii)regulatory, administrative,  or  judicial  proceedings against ALPS
             which  result  in a determination that, in rendering  its  services
             hereunder, ALPS  has violated - or has caused the Fund to violate -
             any applicable law,  rule,  regulation, order or code of ethics, or
             any investment objective, restriction,  policy or procedure adopted


                                       6
<PAGE>

             by the Fund of which ALPS had knowledge;
         (iii)financial difficulties on the part of ALPS  which are evidenced by
             the  authorization  or commencement of, or involvement  by  way  of
             pleading, answer, consent,  or  acquiescence  in,  a  voluntary  or
             involuntary  case under Title 11 of the United States Code, as from
             time to time in  effect,  or  any  applicable  law, other than said
             Title  11,  of  any  jurisdiction  relating  to the liquidation  or
             reorganization of debtors or to the modification  or  alteration of
             the rights of creditors;

         (iv)failure by ALPS to keep in effect professional liability  insurance
             satisfactory  to  the  Fund  Trustees  naming  ALPS  as insured and
             providing  coverage with respect to ALPS' activities on  behalf  of
             the Fund in  the  amount  of at least $1,000,000, and to provide to
             the Fund at least annually  a  certificate  of insurance evidencing
             that such insurance is in full force and effect; or

         (v) any  other circumstance which, in the reasonable  judgment  of  the
             Trustees,  including  a  majority  of  the  Trustees  who  are  not
             "interested  persons"  (as defined in the 1940 Act) of any party to
             this Agreement, materially  impairs  ALPS'  ability  to perform its
             obligations and duties hereunder.

    (d)  DELIVERIES  UPON TERMINATION. Upon termination of this Agreement,  ALPS
         shall deliver  to the Fund or as otherwise directed by the Fund (at the
         expense of the Fund,  unless  such  termination  is  for  "cause")  all
         records  and  other documents made or accumulated in the performance of
         its duties for the Fund hereunder.

14. ASSIGNMENT. This Agreement  shall  extend  to  and shall be binding upon the
    parties  hereto  and  their  respective  successors and  permitted  assigns;
    provided, however, that this Agreement shall  not  be assignable by the Fund
    without  the  prior written consent of ALPS, or by ALPS  without  the  prior
    written consent of the Fund.

15. GOVERNING LAW.  The  provisions  of  this  Agreement  shall be construed and
    interpreted in accordance with the laws of the State of  Colorado,  and  the
    1940  Act and the rules thereunder. To the extent that the laws of the State
    of Colorado  conflict  with  the  1940  Act  or such rules, the latter shall
    control.

16. NAMES. The obligations of the "Fund" entered into  in  the name or on behalf
    thereof  by  any  Trustee,  representative  or agent thereof  are  made  not
    individually, but in such capacities, and are  not  binding  upon any of the
    Trustees,  shareholders,  representatives or agents of the Fund  personally,
    but bind only the property  of  the  Fund,  and all persons dealing with the
    Fund must look solely to the property of the Fund for the enforcement of any
    claims against the Fund.

17.  AMENDMENTS TO THIS AGREEMENT. This Agreement may only be amended by the
     parties in writing.

                                       7
<PAGE>

18.  NOTICES.  All  notices  and  other communications  hereunder  shall  be  in
     writing, shall be deemed to have  been  given when received or when sent by
     telex or facsimile, and shall be given to  the following addresses {or such
     other addresses as to which notice is given):

                            To ALPS:

                            ALPS Fund Services, Inc.
                            1625 Broadway, Suite 2200
                            Denver, Colorado 80202
                            Attn: General Counsel
                            Fax: (303) 623-7850

                            To the Fund:

                            Liberty All-Star Equity Fund 1625 Broadway, Suite
                            2200 Denver, Colorado 80202
                            Attn: Secretary
                            Fax: (303) 623-7850

19.  COUNTERPARTS. This Agreement may be executed  by  the parties hereto on any
     number of counterparts, and all of said counterparts  taken  together shall
     be deemed to constitute one and the same instrument.

20. ENTIRE   AGREEMENT.  This  Agreement  embodies  the  entire  agreement   and
    understanding  among  the  parties  and  supersedes all prior agreements and
    understandings  relating to the subject matter  hereof;  provided,  however,
    that ALPS may embody  in  one  or  more separate documents its agreement, if
    any, with respect to delegated duties and oral instructions.

21. NO PERSONAL LIABILITY. Reference is  hereby made to the Declaration of Trust
    dated August 20, 1986 establishing the  Fund, a copy of which has been filed
    with the Secretary of the Commonwealth of  Massachusetts  and  elsewhere  as
    required by law, and to any and all amendments thereto so filed or hereafter
    filed.  The name Liberty All-Star Equity Fund refers to the Board under said
    Declaration  of  Trust,  and not to the Trustees personally, and no Trustee,
    shareholder, officer, agent  or  employee  of  the Fund shall be held to any
    personal liability hereunder or in connection with  the affairs of the Fund,
    but only the trust estate under said Declaration of Trust  is  liable  under
    this  Agreement.  Without  limiting the generality of the foregoing, neither
    ALPS nor any of its officers,  directors,  shareholders  or employees shall,
    under any circumstances, have recourse or cause or willingly permit recourse
    to  be  had  directly  or  indirectly to any personal, statutory,  or  other
    liability of any Trustee, shareholder,  officer,  agent  or  employee of the
    Fund or of any successor of the Fund, whether such liability now  exists  or
    is  hereafter  incurred  for claims against the trust estate, but shall look
    for payment solely to said  trust estate, or the assets of such successor of
    the Fund.

                                       8
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                                   LIBERTY ALL-STAR EQUITY FUND

                                   By: /S/William R. Parmentier
                                       ------------------------
                                   Name: William R. Parmentier
                                         ---------------------
                                   Title: President
                                          ---------


                                   ALPS FUND SERVICES, INC.

                                   By: /S/William R. Parmentier
                                       ------------------------
                                   Name: William R. Parmentier
                                         ---------------------
                                   Title: President
                                          ---------



<PAGE>

                                   APPENDIX A



                                    SERVICES
                                    --------



ADMINISTRATIVE

   O  Develop and Implement procedures to ensure, and on a periodic basis assist
      the  Fund  in  monitoring,  compliance  with  the  investment  objectives,
      policies,  restrictions  and  procedures   of  the  Fund  and  such  other
      requirements imposed by the Board, the SEC and tax authorities.

   O  Test  for  qualification  as a "regulated investment  company"  under  the
      Internal  Revenue Code of 1986,  as  amended,  and  compute  distributions
      required for  such  qualification  and,  unless  directed otherwise by the
      Board, to avoid imposition of excise tax.

   O  Distribute,  collect  and  review quarterly compliance  reports  from  the
      Fund's Portfolio Managers and  review  and  produce  quarterly  reports to
      Trustees in accordance with the Fund's policies and procedures.

   O  Assist  the  Fund with placement of fidelity bond and errors and omissions
      insurance policies.

   O  Prepare reports  to  shareholders of the Fund including but not limited to
      the Fund's quarterly, annual and semi-annual financial statements.

   O  Monitor the preparation  and maintenance by the Fund's custodian, or other
      agents, of all records that  may be reasonably required in connection with
      the  audit performed by the Fund's  independent  auditors,  the  SEC,  the
      Internal Revenue Service or other federal or state regulatory agencies.

   O  Provide   facilities,   information   and   personnel,  as  necessary,  to
      accommodate  annual  audits  with the Fund's independent  accountants,  or
      examinations conducted by the SEC or other regulatory authorities.

   O  Monitor the Fund's expense accruals  by  establishing  expense budgets and
      comparing expense accruals on a periodic basis to actual expenses paid.

   O  Report  performance  and  other  Fund  information  to  outside  reporting
      agencies as directed by the Fund.

   O  Calculate monthly total return performance calculations.

<PAGE>

   O  Prepare the Fund's federal and state tax returns.

   O  Supervise the activities of the Fund's custodian and transfer agent.

   O  Respond to telephonic or in-person inquiries from existing stockholders or
      their  representatives  requesting information regarding matters  such  as
      stockholder account or transaction status, net asset value of Fund shares,
      Fund  performance,  Fund services,  plans  and  options,  Fund  investment
      policies,   Fund  portfolio   holdings,   and   Fund   distributions   and
      classifications thereof for tax purposes.

   O  Maintain the Fund's offices within ALPS' offices.

   O  Maintenance of the books and records of the Fund as required by law, other
      than the books  and  records  that  are  not  required  to  be  maintained
      expressly in writing by another service provider.

   O  Prepare such financial information as is reasonably necessary for  reports
      to shareholders of the Fund, reports to the Board and the officers of  the
      Fund, and reports of the Fund to the SEC, the Internal Revenue Service and
      other federal and state regulatory agencies.

   O  Prepare  communications  to  shareholders of the Fund, making arrangements
      for  maintenance  of other communications  with  shareholders,  which  may
      include a website and dedicated telephone line.

   O  Negotiate,  or  assist   in   the  negotiation  of,  agreements  or  other
      arrangements with, and general  oversight  and coordination of, agents and
      others  retained  by  the  Fund  to  provide custodial,  transfer  agency,
      portfolio accounting, legal, tax and accounting services.

   O  Coordinate with independent auditors, review audit budgets, schedule audit
      work,  and  coordinate  the preparation of  audit  work  papers  with  the
      custodian and other service providers, as requested by ALPS.

   O  Coordinate all activities  with  auditors,  transfer  agent, custodian and
      printer in connection with the preparation and distribution  of the Fund's
      shareholder reports.

   O  Provide  such  assistance  to the Fund's service providers and the  Fund's
      counsel and auditors as may  be required to carry on properly the business
      and operations of the Fund.

   O  Oversee the Fund's custodian in  its  performance  of  its services to the
      Fund.

   O  Prepare  or  assist  in  the  preparation  of, oversee and assist  in  the
      coordination  of,  and,  as the Trustees may reasonably  request  or  deem
      appropriate, make reports  and  recommendations  to  the  Trustees  on the
      performance  of  administrative  and professional services rendered to the
      Fund by others, including the custodian,  registrar,  transfer  agent  and
      dividend  disbursing  agent, shareholder servicing agents, accountants and
      attorneys.


<PAGE>

   O  Coordinate, prepare, gather,  assemble  and  distribute  meeting  notices,
      agendas and Board materials and make arrangements for the meetings and the
      accommodations of the Trustees.
   O  Meet  with  the  Audit  Committee  of  the  Fund,  upon  request,  prepare
      information   reasonably  requested  by  the  Committee,  and  assist  the
      Committee in carrying out its responsibilities. Assist the Audit Committee
      in  its performance  under  its  charter  and  pre-approval  policies  and
      procedures.

   O  Prepare  written  consents  of the Board related to distributions or other
      matters.

   O  Facilitate meetings of shareholders,  and  assist  in  the  preparation of
      proxy statements in connection with meetings of shareholders.

   O  Prepare and/or coordinate the preparation of, subject to approval  by  the
      Fund,   and  filing  of  any  post-effective  amendments  to  registration
      statements,  notices, reports, tax returns and other documents required by
      federal, state  and other applicable laws and regulations, including proxy
      materials, periodic  reports to Fund shareholders, Form N-SAR, Form N-CSR,
      Form N-PX and Form N-Q  necessary to maintain the registration of the Fund
      under the 1940 Act and the  listing  of  its  common  stock  on  the NYSE.
      Coordinate  the  audit  of  any  financial  statements  contained  in such
      filings.

      ALPS  shall  not  be  responsible  for  the  accuracy  or  adequacy of any
      information  contained in the documents listed above, to the  extent  such
      information is  provided  to  ALPS by the Fund, other service providers to
      the Fund, or any other third party.

   O  Prepare certifications required under the Sarbanes-Oxley Act of 2002.

   O  Make filings required to be made  with  the  NYSE or any other exchange on
      which shares of the Fund are listed,

   O  Oversee  the preparation and filing of registration  statements,  notices,
      reports and  other  documents  required  by  state  "blue  sky"  laws,  if
      applicable,  and oversee the monitoring of sales of shares of the Fund for
      compliance with state securities laws.

   O  Prepare and file Section 16 beneficial ownership reports (i.e., Forms 3, 4
      and 5) for reporting persons of the Fund.

   O  Provide the Fund  with  the  services  of  an  adequate  number of persons
      competent  to perform the administrative and clerical functions  described
      herein, including  a  paralegal  to  assist  in  the  preparation of Board
      materials and to make required filings.

   O  Provide for the services of principals and employees of  ALPS  who  may be
      appointed as officers of the Fund.

<PAGE>

BOOKKEEPING AND PRICING

   O  Maintain a separate account for the Fund, as directed from time to time by
      written instructions from the Fund.
   O  Compute  net asset value for the Fund and, as appropriate, compute yields,
      expense ratios, and portfolio turnover rate.

   O  Obtain security  market  quotes  from  independent  pricing  services,  if
      available,  approved  by the Fund, or if such quotes are unavailable, then
      obtain  such  prices  pursuant   to  the  Fund's  valuation  policies  and
      procedures, and in either case calculate  the  market  value of the Fund's
      investments.

   O  Timely calculate and transmit the Fund's daily net asset  value and public
      offering  price  (such  determinations to be made in accordance  with  the
      provisions of the Fund's  then  -current  Prospectuses  and  Statements of
      Additional  Information,  and any applicable resolutions and policies  and
      procedures of the Board) and  promptly  communicate such values and prices
      to the Fund.

   O  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  1940  Act  and  the  rules  thereunder,
      applicable federal and state tax laws and any other applicable laws, rules
      or regulations that are not required to be maintained expressly in writing
      by another service  provider. In addition to the accounting records of the
      Fund as a whole, ALPS  will  maintain  and  preserve  in  a  secure manner
      separate portfolio accounts for the assets of the Fund allocated  to  each
      of  the  Fund's Portfolio Managers from time to time. All records shall be
      the property of the Fund.

   O  Reconcile cash and investment balances with the custodian.

   O  Compute the  net  income  and  capital  gains  and  losses of the Fund and
      calculate income dividend rates in accordance with relevant  policies  and
      resolutions of the Board.

   O  Provide  such  advice that may be reasonably necessary to account properly
      for  the  Fund's  financial  transactions,  and  to  maintain  the  Fund's
      accounting  procedures  and  records  so  as  to  ensure  compliance  with
      generally accepted accounting and tax practices and rules.

   O  Maintain current  trend  and  historical summaries of the Fund's net asset
      value, capital share activity,  distributions,  expenses,  expense ratios,
      financial statistics and financial statements.

   O  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 valuation
      procedures adopted by the Board from time to time.


<PAGE>

                                   APPENDIX B

                                      FEES
                                      ----


For administrative  services,  the  Fund will pay to ALPS, on or before the 10th
day  of each calendar month, a fee calculated  and  accrued  daily  and  payable
monthly  by the Fund for the previous calendar month at an annual rate of: 0.20%
of the first  $400  million  of average daily net assets; 0.18% of average daily
net assets exceeding $400 million  up  to  and including $800 million; 0.162% of
average  daily  net  assets exceeding $800 million  up  to  and  including  $1.2
billion; and 0.146% of average daily net assets exceeding $1.2 billion.

The foregoing fees shall be prorated for any month during which this Agreement
is in effect for only a portion of the month.

In addition, for bookkeeping and pricing services, the Fund will pay ALPS an
annual fee payable monthly consisting of:

       (i)  for fund accounting services, $25,000 plus 0.015% of the Fund's net
            asset value ("FA Fees");

       (ii)for financial reporting, $13,000 ("FR Fees");

       (iii)a multi-manager fee of $3,000 for each Portfolio Manager managing a
            portion of the Fund ("Multi-Manager Fee"); and

       (iv) an amount equal to an amount necessary for ALPS to recover its costs
            for its own  provision  of  fund  accounting,  expense budgeting and
            Sarbanes-Oxley services for the Fund (the "ALPS Services Fees");

PROVIDED, HOWEVER, that during any 12-month period, the aggregate FA Fees and FR
Fees for the Fund shall not exceed $ 140,000. (Neither the Multi-Manager Fee nor
the ALPS Services Fees are subject to the $140,000 limit.)
</TEXT>
</DOCUMENT>
