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SIGNATURE GAIL KNUDSEN
TITLE ASSISTANT CONTROLLER
(KPMG logo)
KPMG
99 High Street
Boston, MA 02110-2371
February 21, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We were previously independent accountants for the Liberty All-Star Equity
Fund and under the Date of Independent Auditors' Reports listed in Exhibit I,
we reported on the financial statements and financial highlights as of the Final
Audit Dates listed in Exhibit I and for the years or periods covered by our
Independent Auditors' Reports listed in Exhibit I. We have read the statements
made by Colonial Management Associates, which we understand will be filed in
response to Sub-Item 77k of Form N-SAR and we agree with the statements
concerning our firm contained therein.
Very truly yours,
KPMG
Funds Ceasing Client-Auditor Relationship
Exhibit I
Date of
Final Independent
Fund Name Audit Date Auditors' Report
Liberty ALL-STAR Equity Fund December 31, 1998 February 12, 1999
[PricewaterhouseCoopers logo]
PricewaterhouseCoopers LLP
160 Federal Street
Boston, MA 02110-9862
To the Shareholders and Trustees of Liberty All-Star Equity Fund
In planning and performing our audit of the financial statements of Liberty
All-Star Equity Fund (the "Fund") for the year ended December 31, 1999, we
considered its internal control, including control activities for safeguarding
securities, in order to determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply with the
requirements of Form N-SAR, and not to provide assurance on internal control.
The management of the Fund is responsible for establishing and maintaining
internal control. In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
controls. Generally, controls that are relevant to an audit pertain to the
entity's objective of preparing financial statements for external purposes that
are fairly presented in conformity with generally accepted accounting
principles. Those controls include the safeguarding of assets against
unauthorized acquisition, use or disposition.
Because of inherent limitations in internal control, errors or fraud may occur
and not be detected. Also, projection of any evaluation of internal control to
future periods is subject to the risk that it may become inadequate because of
changes in conditions or that the effectiveness of the design and operation may
deteriorate.
Our consideration of internal control would not necessarily disclose all matters
in internal control that might be material weaknesses under standards
established by the American Institute of Certified Public Accountants. A
material weakness is a condition in which the design or operation of one or more
of the internal control components does not reduce to a relatively low level the
risk that misstatements caused by error or fraud in amounts that would be
material in relation to the financial statements being audited may occur and not
be detected within a timely period by employees in the normal course of
performing their assigned functions. However, we noted no matters involving
internal control and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses as defined above as of
December 31, 1999.
This report is intended solely for the information and use of management and the
Trustees of Liberty All-Star Equity Fund and the Securities and Exchange
Commission and is not intended to be and should not be used by anyone other than
these specified parties.
PricewaterhouseCoopers LLP
Boston, MA
February 11, 2000
Amended October 27, 1999:Article VI, Section 1,Appointment of Assistant Officers
Restated
BY-LAWS
OF
LIBERTY ALL-STAR EQUITY FUND
As amended through April 18, 1996
ARTICLE I
DEFINITIONS
The terms "Commission", "Custodian", "Declaration", "Distributor",
"Investment Adviser", "Majority Shareholder Vote", "1940 Act", "Shareholder",
"Shares", "Transfer Agent", "Trust", "Trust Property" and "Trustees" have the
respective meanings given them in the Declaration of Trust of Liberty All-Star
Equity Fund dated August 20, 1986, as amended from time to time.
ARTICLE II
OFFICES
Section 1. Principal Office. Until changes by the Trustees, the
principal office of the Trust in The Commonwealth of Massachusetts shall be
in the City of Boston, County of Suffolk.
Section 2. Other Offices. The Trust may have offices in such other
places without as well as within The Commonwealth as the Trustees may from
time to time determine.
ARTICLE III
SHAREHOLDERS
Section 1. Meetings. An annual meeting of the Shareholders shall be held
at such place within or without the Commonwealth of Massachusetts on such date
and at such time as the Trustee shall designate. Special meetings of the
Shareholders may be called at any time by a majority of the Trustees and shall
be called by any Trustee upon written request of Shareholders holding in the
aggregate no less than ten percent (10%) of the outstanding Shares having voting
rights, such request specifying the purpose or purposes for which such meeting
is to be called. Any such meeting shall be held within or without the
Commonwealth of Massachusetts on such date and at such time as the Trustees
shall designate. The holders of a majority of outstanding Shares present in
person or by proxy shall constitute a quorum at any meeting of the Shareholders.
Section 2. Notice of Meetings. Notice of all meetings of the Shareholders,
stating the time, place and purposes of the meeting, shall be given by the
Trustees by mail to each Shareholder at his address as recorded on the register
of the Trust, mailed at least ten (10) days and not more than sixty (60) days
before the meeting. Only the business stated in the notice of the meeting shall
be considered at such meeting. Any adjourned meeting may be held as adjourned
without further notice. No notice need be given to any Shareholder who shall
have failed to inform the Trust of his current address or if a written waiver of
notice, executed before or after the meeting by the Shareholder or his attorney
thereunto authorized, is filed with the records of the meeting.
Section 3. Record Date for Meeting. For the purpose of determining the
Shareholders who are entitled to notice of an to vote at any meeting, or to
participate in any distribution, or for the purpose of any other action, the
Trustees may from time to time close the transfer books for such period, not
exceeding thirty (30) days, as the Trustees may determine; or without closing
the transfer books the Trustees may fix a date not more than sixty (60) days
prior to the date of any meeting of Shareholders or distribution or other action
as a record date for the determination of the persons to be treated as
Shareholders of record for such purposes.
Section 4. Proxies. At any meeting of Shareholders, any holder of Shares
entitled to vote thereat may vote by proxy, provided that no proxy shall be
voted at any meeting unless it shall have been placed on file with the
Secretary, or with such other officer or agent of the Trust as the Secretary may
direct, for verification prior to the time at which such vote shall be taken.
Pursuant to a resolution of a majority of the Trustees, proxies may be solicited
in the name of one or more Trustees or one or more of the officers of the Trust.
Only Shareholders of record shall be entitled to vote. Each full Share shall be
entitled to one vote and fractional Shares shall be entitled to a vote of such
fraction. When any Share is held jointly by several persons, any one of them may
vote at any meeting in person or by proxy in respect to such Share, but if more
than one of them shall be present at such meeting in person or proxy, and such
joint owners or their proxies so present disagree as to any vote to be cast,
such vote shall not be received in respect of such Share. A proxy purporting to
be executed by or on behalf of a Shareholder shall be deemed valid unless
challenged at or prior to its exercise, and the burden of proving invalidity
shall rest on the challenger. If the holder of any such Share is a minor or a
person of unsound mind, and subject to guardianship or to the legal control of
any other person as regards the charge or management of such Share, he may vote
by his guardian or such other person appointed or having such control, and such
vote may be given in person or by proxy. The placing of a shareholder's name on
a proxy pursuant to telephonic or electronically transmitted instructions
obtained pursuant to procedures reasonably designed to verify that such
instructions have been authorized by such shareholder shall constitute execution
or signature of such proxy by or on behalf of such shareholder.
Section 5. Inspection of Records. The records of the Trust shall be
open to inspection by Shareholders to the same extent as is permitted
shareholders of a Massachusetts business corporation.
ARTICLE IV
TRUSTEES
Section 1. Meetings of the Trustees. The Trustees may in their discretion
provide for regular or stated meetings of the Trustees. Notice of regular or
stated meetings need not be given. Meetings of the Trustees other than regular
or stated meetings shall be held whenever called by the President, or by any one
of the Trustees, at the time being in office. Notice of the time and place of
each meeting other than regular or stated meetings shall be given by the
Secretary or an Assistant Secretary or by the officer or Trustee calling the
meeting and shall be mailed to each Trustee at least two days before the
meeting, or shall be telegraphed, cabled, or wirelessed to each Trustee at his
business address, or personally delivered to him at least one day before the
meeting. Such notice may, however, be waived by any Trustee. Notice of a meeting
need not be given to any Trustee if a written waiver of notice, executed by him
before or after the meeting, is filed with the records of the meeting, or to any
Trustee who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him. A notice or waiver of notice need not
specify the purpose of any meeting. The Trustees may meet by means of a
telephone conference circuit or similar communications equipment by means of
which all persons participating in the meeting can hear each other, which
telephone conference meeting shall be deemed to have been held at a place
designated by the Trustees at the meeting. Participation in a telephone
conference meeting shall constitute presence in person at such meeting. Any
action required or permitted to be taken at any meeting of the Trustees may be
taken by the Trustees without a meeting if all the Trustees consent to the
action in writing and the written consents are filed with the records of the
Trustees' meetings. Such consents shall be treated as a vote for all purposes.
Section 2. Quorum and Manner of Acting. A majority of the Trustees shall
be present in person at any regular or special meeting of the Trustees in order
to constitute a quorum for the transaction of business at such meeting and
(except as otherwise required by law, the Declaration or these By-Laws) the act
of a majority of the Trustees present at any such meeting, at which a quorum is
present, shall be the act of the Trustees. In the absence of a quorum, a
majority of the Trustees present may adjourn the meeting from time to time until
a quorum shall be present. Notice of an adjourned meeting need not be given.
ARTICLE V
COMMITTEES AND ADVISORY BOARD
Section 1. Executive and Other Committees. The Trustees by vote of a
majority of all the Trustees may elect from their own number an Executive
Committee to consist of not less than three (3) to hold office at the pleasure
of the Trustees, which shall have the power to conduct the current and ordinary
business of the Trust while the Trustees are not in session, including the
purchase and sale of securities and such other powers of the Trustees as the
Trustees may, from time to time, delegate to them except those powers which by
law, the Declaration or these By-Laws they are prohibited from delegating. The
Trustees may also elect from their own number other Committees from time to
time, the number composing such Committees, the powers conferred upon the same
(subject to the same limitations as with respect to the Executive Committee) and
the term of membership on such Committees to be determined by the Trustees. The
Trustees may designate a Chairman of any such Committee. In the absence of such
designation the Committee may elect its own Chairman.
Section 2. Meeting, Quorum and Manner of Acting. The Trustees may (1)
provide for stated meetings of any Committees, (2) specify the manner of calling
and notice required for special meetings of any Committee, (3) specify the
number of members of a Committee required to constitute a quorum and the number
of members of a Committee required to exercise specified powers delegated to
such Committee, (4) authorize the making of decisions to exercise specified
powers by written assent of the requisite number of members of a Committee
without a meeting, and (5) authorize the members of a Committee to meet by means
of a telephone conference circuit.
The Executive Committee shall keep regular minutes of its meetings and
records of decisions taken without a meeting and cause them to be recorded in a
book designated for that purpose and kept in the office of the Trust.
Section 3. Advisory Board. The Trustees may appoint an Advisory Board to
consist in the first instance of not less than three (3) members. Members of
such Advisory Board shall not be Trustees or officers and need not be
Shareholders. Members of this Board shall hold office for such period as the
Trustees may by resolution provide. Any member of such Board may resign
therefrom by a written instrument signed by him which shall take effect upon
delivery to the Trustees. The Advisory Board shall have no legal powers and
shall not perform the functions of Trustees in any manner, said Board being
intended merely to act in an advisory capacity. Such Advisory Board shall meet
at such times and upon such notice as the Trustees may by resolution provide.
ARTICLE VI
OFFICERS, AGENTS AND EMPLOYEES
SECTION 1. Number and Qualifications. The officers of the Trust shall be a
Chairman of the Board, a President, a Treasurer, a Controller and a Secretary,
each of whom shall be elected by the Board of Trustees. The Board of Trustees
may also appoint any other officers, agents and employees it deems necessary or
proper. Any two (2) or more offices may be held by the same person, except the
office of President, but no officer shall execute, acknowledge or verify in more
than one (1) capacity any instrument required by law to be executed,
acknowledged or verified in more than one capacity. The Chairman of the Board,
the President, the Treasurer, the Controller and the Secretary shall be elected
by the Board of Trustees each year at its first meeting held after the annual
meeting of the Shareholders, each to hold office until the meeting of the Board
following the next annual meeting of the Shareholders and until his or her
successor shall have been duly elected and shall have qualified, or until his or
her death, or until he or she shall have resigned or have been removed, as
provided in these By-Laws. Other elected officers are elected by the Trustees.
Assistant officers may be appointed by the elected officers. Such other officers
and agents shall have such duties and shall hold their offices for such terms as
may be prescribed by the Board or by the appointing authority. Any officer other
than the Chairman of the Board may be but none need be, a Trustee, and any
officer may be, but none need be a Shareholder.
SECTION 2. Resignations. Any officer of the Trust may resign at any time
by giving written notice of his or her resignation to the Board of Trustees, the
Chairman of the Board, the President or the Secretary. Any resignation shall
take effect at the time specified therein or, if the time when it shall become
effective is not specified therein, immediately upon its receipt. The acceptance
of a resignation shall not be necessary to make it effective unless otherwise
stated in the resignation.
SECTION 3. Removal of Officer, Agent or Employee. Any officer, agent or
employee of the Trust may be removed by the Board of Trustees with or without
cause at any time, and the Board may delegate the power of removal as to agents
and employees not elected or appointed by the Board of Trustees.
SECTION 4. Vacancies. A vacancy in any office, whether arising from death,
resignation, removal or any other cause, may be filled for the unexpired portion
of the term of the office that shall be vacant, in the manner prescribed in
these By-Laws for the regular election or appointment to that office.
SECTION 5. Compensation. The compensation, if any, of the officers of the
Trust shall be fixed by the Board of Trustees, but this power may be delegated
to any officer with respect to other officers under his control.
SECTION 6. Bonds or Other Security. If required by the Board, any officer,
agent or employee of the Trust shall give a bond or other security for the
faithful performance of his or her duties, in an amount and with any surety or
sureties as the Board may require.
SECTION 7. Chairman of the Board. The Chairman of the Board shall be a
Trustee of the Trust and, unless the Board shall specify otherwise, shall
preside at meetings of the Board and of the Shareholders.
SECTION 8. President. The President shall be the Chief Executive Officer
of the Trust and shall have, subject to the control of the Board of Trustees,
general charge of the business and affairs of the Trust, and may employ and
discharge employees and agents of the Trust, except those elected or appointed
by the Board, and he or she may delegate these powers.
SECTION 9. Vice President. Each Vice President shall have the powers and
perform the duties that the President or the Board of Trustees may from time to
time prescribe. In the absence or disability of the President, the Vice
President or, if there be more than one Vice President, any Vice President
designated by the Trustees, shall perform all the duties and may exercise any of
the powers of the President, subject to the control of the Board of Trustees.
SECTION 10. Treasurer. The Treasurer shall be the principal financial and
accounting officer of the Trust. He or she shall deliver all funds of the Trust
which may come into his or her hands to such Custodian as the Trustees may
employ pursuant to Article X of these By-Laws. He or she shall render a
statement of condition of the finances of the Trust to the Trustees as often as
they shall require the same, and he or she shall in general perform all the
duties incident to the office of Treasurer and such other duties as from time to
time may be assigned to him or her by the Board of Trustees.
SECTION 11. Assistant Treasurers. In the absence or disability of the
Treasurer, the Assistant Treasurer, or, if there be more than one, any Assistant
Treasurer designated by the Board of Trustees, shall perform all the duties, and
may exercise all the powers, of the Treasurer. The Assistant Treasurers, if any,
shall perform such other duties as from time to time may be assigned to them by
the Treasurer or the Board of Trustees.
SECTION 12. Controller. The Controller shall be the chief accounting
officer of the Trust and shall have control of all its books of account. He or
she shall see that correct and complete books and records of account are kept as
required by law, showing fully, in such form as he or she shall prescribe, all
transactions of the Trust, and he or she shall require, keep and preserve all
vouchers relating thereto for such period as may be necessary. The Controller
shall render periodically such financial statements and such other reports
relating to the Trust's business as may be required by the President or the
Board. He or she shall generally perform all duties appertaining to the office
of Controller of a corporation.
SECTION 13. Assistant Controllers. In the absence or disability of the
Controller, the Assistant Controller, or, if there be more than one, any
Assistant Controller designated by the Board of Trustees, shall perform all of
the duties, and may exercise all of the powers, of the Controller. The Assistant
Controllers, if any, shall perform such other duties as from time to time may be
assigned to them by the Controller or the Board of Trustees.
SECTION 14. Secretary. The Secretary shall keep the minutes of all
meetings of the Trustees and of all meetings of the Shareholders in proper books
provided for that purpose; he or she shall have custody of the seal of the
Trust; he or she shall have charge of the share transfer books, lists and
records unless the same are in the charge of the Transfer Agent. He or she shall
attend to the giving and serving of all notices by the Trust in accordance with
the provisions of these By-Laws and as required by law; and subject to these
By-Laws, he or she shall in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him or
her by the Trustees.
SECTION 15. Assistant Secretaries. In the absence or disability of the
Secretary, the Assistant Secretary, or, if there be more than one, any Assistant
Secretary designated by the Board of Trustees, shall perform all of the duties,
and may exercise all of the powers, of the Secretary. The Assistant Secretaries,
if any, shall perform such other duties as from time to time may be assigned to
them by the Secretary or the Board of Trustees.
SECTION 16. Delegation of Duties. In case of the absence or disability of
any officer of the Trust, or for any other reason that the Board of Trustees may
deem sufficient, the Board may confer for the time being the powers or duties,
or any of them, of such officer upon any other officer or upon any Trustee.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Trust shall begin on the 1st day of January in each
year and shall end on the last day of December in each year, provided, however,
that the Trustees may from time to time change the fiscal year.
ARTICLE VIII
SEAL
The Trustees shall adopt a seal which shall be in such form and shall have
such inscription thereon as the Trustee may from time to time prescribe.
ARTICLE IX
WAIVERS OF NOTICE
Whenever any notice whatever is required to be given by law, the
Declaration or these By-Laws, a waiver thereof in writing, signed by the person
or persons entitled to said notice, whether before or after the time stated
therein, shall be deemed equivalent thereto. A notice shall be deemed to have
been telegraphed, cabled or wirelessed for the purpose of these By-Laws when it
has been delivered to a representative of any telegraph, cable or wireless
company with instruction that it be telegraphed, cabled or wirelessed.
ARTICLE X
CUSTODIAN
Section 1. Appointment and Duties. The Trustees shall at all times employ
a bank or trust company having a capital, surplus and undivided profits of at
least five million dollars ($5,000,000) as Custodian with authority as its
agent, but subject to such restrictions, limitations and other requirements, if
any, as may be contained in the Declaration, these By-Laws and the 1940 Act;
(1) to hold the securities owned by the Trust and deliver the same
upon written order;
(2) to receive and receipt for any monies due to the Trust and
deposit the same in its own banking department or elsewhere as the
Trustees may direct;
(3) to disburse such funds upon orders or vouchers;
(4) if authorized by the Trustees, to keep the books and accounts of
the Trust and furnish clerical and accounting services; and
(5) if authorized to do so by the Trustees, to compute the net
income of the Trust;
all upon such basis of compensation as may be agreed upon between the Trustees
and the Custodian. If so directed by a Majority Shareholder Vote, the Custodian
shall deliver and pay over all property of the Trust held by it as specified in
such vote.
The Trustees may also authorize the Custodian to employ one or more
sub-Custodians from time to time to perform such of the acts and services of the
Custodian and upon such terms and conditions, as may be agreed upon between the
Custodian and such sub-Custodian and approved by the Trustees, provided that in
every case such sub-Custodian shall be a bank or trust company organized under
the laws of the United States or one of the states thereof and having capital,
surplus and undivided profits of at least five million dollars ($5,000,000.00).
Section 2. Central Certificate System. Subject to such rules, regulations
and orders as the Commission may adopt, the Trustees may direct the Custodian to
deposit all or any part of the securities owned by the Trust in a system for the
central handling of securities established by a national securities exchange or
a national securities association registered with the Commission under the
Securities Exchange Act of 1934, or such other person as may be permitted by the
Commission, or otherwise in accordance with the 1940 Act, pursuant to which
system all securities of any particular class or series of any issuer deposited
within the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of such securities, provided that
all such deposits shall be subject to withdrawal only upon the order of the
Trust or its Custodian.
Section 3. Acceptance of Receipts in Lieu of Certificates. Subject to such
rules, regulations and orders as the Commission may adopt, the Trustees may
direct the Custodian to accept written receipts or other written evidence
indicating purchases of securities held in book-entry form in the Federal
Reserve System in accordance with regulations promulgated by the Board of
Governors of the Federal Reserve System and the local Federal Reserve Banks in
lieu of receipt of certificates representing such securities.
Section 4. Provisions of Custodian Contract. The following provisions
shall apply to the employment of a Custodian pursuant to this Article X and to
any contract entered into with the Custodian so employed.
(a) The Trustees shall cause to be delivered to the Custodian all
securities owned by the Trust or to which it may become entitled, and
shall order the same to be delivered by the Custodian only upon completion
of a sale, exchange, transfer, pledge, loan of portfolio securities to
another person or other disposition thereof, and upon receipt by the
Custodian of the consideration therefor or a certificate of deposit or a
receipt of an issuer or of its Transfer Agent, all as the Trustees may
generally or from time to time require or approve, or to a successor
Custodian; and the Trustees shall cause all funds owned by the Trust or to
which it may become entitled to be paid to the Custodian, and shall order
the same disbursed only for investment against delivery of the securities
acquired, or the return of cash held as collateral for loans of portfolio
securities, or in payment of expenses, including management compensation,
and liabilities of the Trust, including distributions to Shareholders, or
to a successor Custodian; provided, however, that nothing herein shall
prevent delivery of securities for examination to the broker selling the
same in accord with the "street delivery" custom whereby such securities
are delivered to such broker in exchange for a delivery receipt exchanged
for a delivery receipt exchanged on the same day for an uncertified check
of such broker to be presented on the same day for certification.
Notwithstanding anything to the contrary in these By-Laws, upon receipt of
proper instructions, which may be standing instructions, the Custodian may
delivery funds in the following cases. In connection with repurchase
agreements, the Custodian may transmit, prior to receipt on behalf of the
Fund of any securities or other property, funds from the Fund's custodian
account to a special custodian approved by the Trustees of the Fund, which
funds shall be used to pay for securities to be purchased by the Fund
subject to the Fund's obligation to sell and the seller's obligation to
repurchase such securities. In such case, the securities shall be held in
the custody of the special custodian. In connection with the Trust's
purchase or sale of financial futures contracts, the Custodian shall
transmit, prior to receipt on behalf of the Fund of any securities or
other property, funds from the Trust's custodian account in order to
furnish to and maintain funds with brokers as margin to guarantee the
performance of the Trust's futures obligations in accordance with the
applicable requirements of commodities exchanges and brokers.
(b) In case of the resignation, removal or inability to serve of any
such Custodian, the Trust shall promptly appoint another bank or trust
company meeting the requirements of this Article X as successor Custodian.
The agreement with the Custodian shall provide that the retiring Custodian
shall, upon receipt of notice of such appointment, deliver the funds and
property of the Trust in its possession to and only to such successor, and
that pending appointment of a successor Custodian, or a vote of the
Shareholders to function without a Custodian, the Custodian shall not
delivery funds and property of the Trust to the Trust, but may deliver
them to a bank or trust company doing business in Boston, Massachusetts,
of its own selection, having an aggregate capital, surplus and undivided
profits (as shown in its last published report) of at least $5,000,000, as
the property of the Trust to be held under terms similar to those on which
they were held by the retiring Custodian.
ARTICLE XI
SALES OF SHARES OF THE TRUST
The Trustees may from time to time issue and sell or cause to be issued
and sold Shares for cash or other property, which shall in every case be paid or
delivered to the Custodian as agent of the Trust before the delivery of any
certificate for such shares. The Shares, including additional Shares which may
have been purchased by the Trust (herein sometimes referred to as "treasury
shares"), may not be sold at less than the net asset value thereof determined by
or on behalf of the trustees as of a time within forty-eight hours, excluding
Sundays and holidays, next preceding the time of such determination, except (1)
in connection with an offering to the holders of Shares; (2) with the consent of
a majority of the holders of Shares; (3) upon conversion of a convertible
security in accordance with its terms; (4) upon the exercise of any warrant
issued in accordance with the provisions of section 18(d) of the 1940 Act; or
(5) under such other circumstances as the Commission may permit by rules and
regulations or orders for the protection of investors.
No Shares need be offered to existing Shareholders before being offered to
others. No Shares shall be sold by the Trust (although Shares previously
contracted to be sold may be issued upon payment therefor) during any period
when the determination of net asset value is suspended by declaration of the
Trustees. In connection with the acquisition by merger or otherwise of all or
substantially all the assets of an investment company (whether a regulated or
private investment company or a personal holding company), the Trustees may
issue or cause to be issued Shares and accept in payment therefor such assets at
not more than market value in lieu of cash, notwithstanding that the federal
income tax basis to the Trust of any assets so acquired may be less than the
market value, provided that such assets are of the character in which the
Trustees are permitted to invest the funds of the Trust.
ARTICLE XII
DIVIDENDS AND DISTRIBUTIONS
Section 1. Limitations on Distributions. The total of distributions to
Shareholders paid in respect of any one fiscal year, subject to the exceptions
noted below, shall, when and as declared by the Trustees be approximately equal
to the sum of (A) the net income, exclusive of the profits or losses realized
upon the sale of securities or other property, for such fiscal year, determined
in accordance with generally accepted accounting principles (which, if the
trustees so determine, may be adjusted for net amounts included as such accrued
net income in the price of Shares issued or repurchased), but if the net income
exceeds the amount distributed by less than one cent per share outstanding at
the record date for the final dividend, the excess shall be treated as
distributable income of the following year; and (B), in the discretion of the
Trustees, an additional amount which shall not substantially exceed the excess
of profits over losses on sales of securities or other property for such fiscal
year. The decision of the Trustees as to what, in accordance with generally
accepted accounting principles, is income and what is principal shall be final,
and except as specifically provided herein the decision of the Trustees as to
what expenses and charges of the Trust shall be charged against principal and
what against income shall be final, all subject to any applicable provisions of
the 1940 Act and rules, regulations and orders of the Commission promulgated
thereunder. For the purposes of the limitation imposed by this Section 1, Shares
issued pursuant to Section 2 of this Article XII shall be valued at the amount
of cash which the Shareholders would have received if they had elected to
receive cash in lieu of such Shares.
Inasmuch as the computation of net income and gains for federal income tax
purposes may vary from the computation thereof on the books, the above
provisions shall be interpreted to give to the Trustees the power in their
discretion to distribute for any fiscal year as ordinary dividends and as
capital gains distributions, respectively, additional amounts sufficient to
enable the Trust to avoid or reduce liability for taxes. Any payment made to
Shareholders pursuant to clause (B) of this Section 1 shall be accompanied by a
written statement showing the source or sources of such payment, and the basis
of computation thereof. The Trustees may, in their discretion, elect to retain
the amounts referred to in Clause B of this Section 1 and pay any federal income
taxes thereon.
Section 2. Distributions Payable in Cash or Shares. The Trustees may adopt
and offer to Shareholders such dividend reinvestment plans, cash dividend payout
plans or related plans as the Trustees shall deem appropriate. The Trustees
shall have power, to the fullest extent permitted by the laws of Massachusetts
but subject to the limitation as to cash distributions imposed by Section 1 of
this Article XII, at any time or from time to time to declare and cause to be
paid distributions payable at the election of any of the Shareholders (whether
exercised before or after the declaration of the distribution) either in cash or
in Shares, provided that the sum of (i) the cash distribution actually paid to
any Shareholder and (ii) the net asset value of the Shares which that
Shareholder elects to receive, in effect at such time as the Trustees may
specify, shall not exceed the full amount of cash to which that Shareholder
would be entitled if he elected to receive only cash. In the case of a
distribution payable in cash or Shares, a Shareholder failing to express his
election before a given time shall be deemed to have elected to take Shares
rather than cash.
Section 3. Stock Dividends. Anything in these By-Laws to the contrary
notwithstanding, the Trustees may at any time declare and distribute pro rata
among the Shareholders a "stock dividend" out of either authorized but unissued
Shares or treasury Shares or both.
ARTICLE XIV
AMENDMENTS
These By-Laws, or any of them, may be altered, amended or repealed, or new
By-Laws may be adopted (a) by Majority Shareholder Vote, or (b) by the Trustees,
provided, however, that no By-Law may be amended, adopted or repealed by the
Trustees if such amendment, adoption or repeal requires, pursuant to law, the
Declaration or these By-Laws, a vote of the Shareholders or if such amendment,
adoption or repeal changes or affects the provisions of Sections 1 and 4 of
Article X or the provisions of this Article XIII.
ARTICLE XV
MISCELLANEOUS
The Trust shall not impose any restrictions upon the transfer of the
Shares of the Trust except as provided in the Declaration, but this requirement
shall not prevent the charging of customary transfer agent fees.
The Trust shall not permit any officer or Trustee of the Trust, or any
partner, officer or director of the Investment Adviser or underwriter of the
Trust to deal for or on behalf of the Trust with himself as principal or agent,
or with any partnership, association or corporation in which he has a financial
interest; provided that the foregoing provisions shall not prevent (a) officers
and Trustees of the Trust or partners, officers or directors of the Investment
Adviser or underwriter of the Trust from buying, holding or selling shares in
the Trust, or from being partners, officers or directors or otherwise
financially interested in the Investment Adviser or underwriter of the Trust or
any affiliate thereof; (b) purchases or sales of securities or other property by
the Trust from or to an affiliated person or to the Investment Adviser or
underwriters of the Trust if such transaction is exempt from the applicable
provisions of the 1940 Act; (c) purchases of investments for the portfolio of
the Trust or sales of investments owned by the Trust through a security dealer
who is, or one or more of whose partners, shareholders, officers or directors
is, an officer or Trustee of the Trust, or a partner, officer or director of the
Investment Adviser or underwriter of the Trust, if such transactions are handled
in the capacity of broker only and commissions charged do not exceed customary
brokerage charges for such services; (d) employment of legal counsel, registrar,
Transfer Agent, dividend disbursing agent or Custodian who is, or has a partner,
shareholder, officer, or director who is, an officer or Trustee of the Trust, or
a partner, officer or director of the Investment Adviser or underwriter of the
Trust, if only customary fees are charged for services to the Trust; (e) sharing
statistical research, legal and management expenses and office hire and expenses
with any other investment company in which an officer or Trustee of the Trust,
or a partner, officer or director of the Investment Adviser or underwriter of
the Trust, is an officer or director or otherwise financially interested.
END OF BY-LAWS
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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