<DOCUMENT>
<TYPE>EX-99.2K
<SEQUENCE>12
<FILENAME>exhibit2k4.txt
<DESCRIPTION>EX-99.2K4
<TEXT>

<TABLE>
<CAPTION>
<S>                  <C>
                                                                            Winner of TOPS Award
[LOGO]TheAltmanGroup                                     - HIGHEST RATED PROXY SOLICITATION FIRM
------------------------------------------------------------------------------------------------
PROXY SOLICITATION . CORPORATE GOVERNANCE . SECURITY HOLDER IDENTIFICATION . BANKRUPTCY SERVICES
</TABLE>

August 3, 2007

Liberty All-Star Equity Fund
99 High Street, Suite 303
Boston, MA 02110
Attn: Mr. Mark Haley, Vice President


RE: INFORMATION FOR LIBERTY ALL-STAR EQUITY FUND'S RIGHTS OFFERING

Dear Mark:

This  letter  will  serve  as the agreement (the "Agreement") between The Altman
Group, Inc. ("The Altman Group")  and  the  Liberty  All-Star  Equity  Fund (the
"Equity Fund"), pursuant to which The Altman Group will provide the services set
forth  below  in  connection  with  the Equity Fund's rights offering, which  is
expected to commence in 2007.

   1. DESCRIPTION OF SERVICES
      -----------------------

         a) The services to be provided by The Altman Group under this agreement
            include, but are not limited to:

                i)    The contacting  of  banks,  brokers  and intermediaries to
                      determine the number of beneficial owners service by each;

                ii)   The  distribution  of  the  offering documents  to  banks,
                      brokers   and  intermediaries  and   the   forwarding   of
                      additional materials as requested;

                iii)  The printing of documents as requested;

                iv)   The set up  of  a dedicated toll-free number to respond to
                      inquiries, provide  assistance to Shareholders and monitor
                      the response to the offer;

                v)    The enclosing and mailing  of  the  offering  documents to
                      interested Shareholders;

                vi)   Providing periodic reports, as requested.


         b) If  requested  by the Equity  Fund,  The Altman  Group will,  for an
            additional  fee (set forth below),  proactively  contact  registered
            Shareholders  and/ or  non-objecting  beneficial  holders (NOBOs) to
            help promote a high level of participation in the offer.

<TABLE>
<S>     <C>

The Althman Group, Inc. .1200 Wall Street, 3rd Fl., Lyndhurst, NJ 07071 . Tel: 201.806.7300 . Fax: 201.460.0050 .www.altmangroup.com
</TABLE>

<PAGE>




2. FEES
-------

      a) The Altman Group agrees to perform the services  described  above for a
         base fee of $5,500, plus out out-of-pocket expenses. The base fee shall
         be paid at such time as this Agreement is executed.

      b) The Equity Fund will reimburse The Altman Group for reasonable  out-of-
         pocket  expenses,  which may  include  postage,  telephone  and courier
         charges,  data transmission  charges and other expenses approved by the
         Equity Fund. Any  out-of-pocket  expenses  incurred will be invoiced to
         the Equity Fund after the completion of the rights offering.  Copies of
         supplier  invoices and other back-up  material in support of The Altman
         Group's  out-of-pocket  expenses  shall be  available  for review  upon
         reasonable  notice at the  offices of The Altman  Group  during  normal
         business hours.

      c) In  addition to the base fee there is a charge of $600 to set-up a toll
         free number to take calls from  shareholders.  $4.50 per telephone call
         fee will be charged for every  inbound  telephone  call received from a
         shareholder regarding the Equity Fund's rights offering.

      d) The additional fee for contacting NOBOs and registered shareholders, if
         requested, will
         include  a fee of $4.50 per shareholder  contacted,  and  out-of-pocket
         expenses related to telephone number lookups and line charges.

3. CONFIDENTIALITY
------------------

            The Altman  Group and the Equity Fund agree that all books, records,
            information and  data  pertaining to the business of the other party
            which are exchanged or received  pursuant  to the negotiation or the
            carrying out of the Agreement shall remain confidential   and  shall
            not  be voluntarily disclosed to any other person, except as may  be
            required  by  law.  The  Altman  Group shall not disclose or use any
            nonpublic information (as that term is defined in SEC Regulation S-P
            promulgated  under  Title V of the Gramm-Leach-Bliley  Act  of  1999
            relating to the customers  of the Equity Fund and/or it's affiliates
            ("Customer Information") except as may be necessary to carry out the
            purposes of this Agreement.  The Altman Group shall use best efforts
            to  safeguard  and maintain the  confidentiality  of  such  Customer
            Information and  to  limit  access  to  and  usage  of such Customer
            Information to those employees, officers, agents and representatives
            of  The Altman Group who have a need to know the information  or  as
            necessary to provide the services under this Agreement.

4. INDEMNIFICATION
------------------

            a) The  Altman  Group  shall be  entitled  to rely upon any  written
               instructions  or  directions  furnished  to it by an  appropriate
               Officer of the Equity Fund (President, Vice President, Secretary,
               Assistant   Secretary  or  Treasurer)  in  conformity   with  the
               provisions of this Agreement. The Altman Group shall not be under
               any duty or obligation to inquire into the validity or invalidity
               or authority or lack thereof of any instruction or direction from
               an Officer of the Equity Fund which  conforms  to the  applicable
               requirements  of  this  Agreement  and  which  The  Altman  Group
               reasonably believes to be genuine.

            b) The Equity Fund will  indemnify The Altman Group against and hold
               it harmless  from all  liability  and expense which may arise out
               of,  or,  in  connection  with  the  services  described  in this
               Agreement  or the  instructions  or  directions  furnished to The
               Altman Group relating to this Agreement by an appropriate Officer
               of the Equity Fund,  except for any  liability  or expense  which
               shall  arise  out  of  the  negligence,   bad  faith  or  willful
               misconduct of The Altman Group.

            c) The Altman Group shall be responsible for and shall indemnify and
               hold  the  Equity  Fund  harmless  from and  against  any and all
               losses, damages, costs charges, counsel fees, payments, expenses,
               and  liability  arising  out of, or,  attributable  to the Altman
               Group's negligence, bad faith, or, willful misconduct.

5. TERMINATION
---------------

               This Agreement shall remain in effect until the conclusion of the
               Equity Fund rights  offering,  or,  prior to that,  upon 30 days'
               written notice by either party to the other.

6. GOVERNING LAW
----------------

               This Agreement will be governed and construed in accordance  with
               the laws of the  State of  Massachusetts,  without  regard to the
               principles of conflicts of law.

7. AMENDMENTS
-------------

               This Agreement, or any term of this Agreement,  may be changed or
               waived  only by  written  amendment  signed by a duly  authorized
               representative of each party to this Agreement.

8. ASSIGNMENT
-------------

               This  Agreement  shall not be assigned  without the prior written
               consent of each party to the Agreement.

9. COUNTERPARTS
---------------

               This Agreement may be executed in two or more counterparts,  each
               of which  shall be deemed an  original,  but,  all of which shall
               constitute one and the same Agreement.

10. CAPTIONS
------------

               The captions and descriptive  headings in this Agreement are only
               for the Convenience of the parties. They do not in any way define
               or limit any of the terms of this Agreement.

11. SEVERABILITY
----------------

               If any of provision of this Agreement  shall be held invalid by a
               court decision,  statute rule or otherwise,  the remainder of the
               Agreement shall not be affected.

12. SURVIVAL
------------

               The  provisions  of  Sections  3,  4  and  6  shall  survive  any
               termination, for any reason, this Agreement.

<PAGE>

            If you are in agreement with the above, kindly  sign  a copy of this
            Agreement  in the space provided for that purpose below  and  return
            one copy to  us.  Additionally,  an  invoice  for  the  base  fee is
            attached  and  The  Altman  Group  requires that we receive this fee
            prior to the mailing of the offering materials.

            Sincerely,

            THE ALTMAN GROUP, INC.

            DRAFT



            _____________________________

            Warren Antler
            Managing Director,  Mutual Funds Services






            AGREED:

            Liberty All-Star Equity Fund


            _______________________________
            Print Authorized Name


            _______________________________
            Authorized Signature


            _______________________________
            Title


            _______________________________
            Date




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