<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>amend.txt
<TEXT>
770 Transactions effected pursuant to Rule 10f-3

Liberty All-Star Equity Fund (Fund)

On July 18, 2005, the Fund purchased 10,950 par value of equity of Au Optronics
(Securities) for a total purchase price of $168,083 from Exchange Offer
 pursuant to a public offering in which Banc of America
Securities acted as a participating underwriter. Banc of America Securities may
be considered to be an affiliate of the Fund.

The following information was collected pursuant to Rule 10f-3 procedures
adopted by the Fund's Trustees:

       o The Fund's advisor, Columbia Management Advisors, LLC (Advisor)
         believed that the gross underwriting spread associated with the
         purchase of the Securities was reasonable and fair compared to the
         spreads in connection with similar underwritings of similar securities
         being sold during a comparable period of time;

o        The Securities were offered pursuant to an underwriting or similar
         agreement under which the underwriters were committed to purchase all
         of the Securities being offered;

o       The issuer of the Securities has been in continuous operation for at
        least three years;

o       The amount of Securities purchased did not exceed 25% of the amount
        of the offering;

o       The Securities were to be purchased at not more than the public offering
        price no later than the first day of the offering.

Along with Banc of America Securities, the following is a list of members of the
underwriting syndicate for the aforementioned Securities: Goldman Sachs
International; Daiwa Securities; HSBC Securities LLC; SMBC Hong Kong.


On September 21, 2005, the Fund purchased 8,950 par value of equity of Genworth
Financial Inc. (Securities) for a total purchase price of $264,025 from Morgan
Stanley Co. pursuant to a public offering in which Banc of America Securities
acted as a participating underwriter. Banc of America Securities may be
considered to be an affiliate of the Fund.

The following information was collected pursuant to Rule 10f-3 procedures
adopted by the Fund's Trustees:

       o The Fund's advisor, Columbia Management Advisors, LLC (Advisor)
         believed that the gross underwriting spread associated with the
         purchase of the Securities was reasonable and fair compared to the
         spreads in connection with similar underwritings of similar securities
         being sold during a comparable period of time;

o        The Securities were offered pursuant to an underwriting or similar
         agreement under which the underwriters were committed to purchase all
         of the Securities being offered;

o       The issuer of the Securities has been in continuous operation for at
        least three years;

o       The amount of Securities purchased did not exceed 25% of the amount
        of the offering;

o       The Securities were to be purchased at not more than the public offering
        price no later than the first day of the offering.

Along with Banc of America Securities, the following is a list of members of the
underwriting syndicate for the aforementioned Securities: Morgan Stanley; JP
Morgan; Merrill Lynch & Co.; Citigroup; Deutsche Bank Securities; Goldman, Sachs
& Co.; HSBC; Lehman Brothers; UBS Investment Bank; BB& T Capital Markets;
Dowlling & Partners Securities, LLC; Blaylock & company, Inc.; Capital
Management Group Securities; Keefe, Bruyette & Woods; Raymond James; Fox-Pitt,
Kelton; Friedman Billings Ramsey; Legg Mason Wood Walker; Ramirez & Co., Inc.;
Siebert Capital Markets; The Williams Capital Group, L.P.


77Q 1 Exhibits

                 Amendment to Portfolio Management Agreement

         This Amendment (the "Amendment") is entered into by and among Banc of
America Investment Advisors, Inc., a Delaware corporation formerly known as
Liberty Asset Management Company ("BAIA"), Liberty All-Star Equity Fund, a
Massachusetts business trust (the "Fund"), and Mastrapasqua & Associates, Inc.
as of September 30, 2005.

         WHEREAS, BAIA, the Fund and the Portfolio Manager entered into that
certain Portfolio Management Agreement, dated as of November 1, 2001 (as in
effect on the date hereof, the "Portfolio Management Agreement"), for the
management of a portion of the Fund's assets; and

         WHEREAS, BAIA, the Fund and the Portfolio Manager wish to amend the
Portfolio Management Agreement to clarify their understanding with respect to
the scope of their responsibility and limitations on their ability to consult
with the Fund's other portfolio managers.

         NOW, THEREFORE, in consideration of the mutual agreements, undertakings
and covenants set forth in this Agreement, the parties agree as follows:

1. Amendment to Section 1. Section 1 of the Portfolio Management Agreement is
amended by adding the following sentence to the end of such Section: "The
Portfolio Manager's responsibilities for providing portfolio management services
to the Fund shall be limited to the Portfolio Manager Account."

2. Amendment to Section 3. Section 3 of the Portfolio Management Agreement is
amended by adding the following sentence to the end of such Section: "The
Portfolio Manager shall not consult with any other portfolio manager of the Fund
concerning transactions for the Fund in securities or other assets."

3. Miscellaneous. This Amendment may be executed in counterparts, all of which
will be deemed an original and which together will be deemed to be one and the
same agreement. As amended hereby, the Portfolio Management Agreement is
confirmed and shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed and delivered the Amendment as of
the date first above written.


                                    BANC OF AMERICA INVESTMENT ADVISORS, INC.

                               By:      /s/ William Parmentier, Jr.
                                 ----------------------------------------------
                                       Name:  William Parmentier, Jr.
                                      Title: Senior Vice President

                                LIBERTY ALL-STAR EQUITY FUND
                                 By:      /s/ Mark Haley
                                ----------------------------------------------
                                         Name:  Mark Haley
                                        Title: Vice President

                               MASTRAPASQUA & ASSOCIATES, INC.
                                  By:      /s/ Frank Mastrapasqua
                                ----------------------------------------------
                                         Name:  Frank Mastrapasqua
                                               Title:  Chairman & CEO


<PAGE>

                   Amendment to Portfolio Management Agreement

         This Amendment (the "Amendment") is entered into by and among Banc of
America Investment Advisors, Inc., a Delaware corporation formerly known as
Liberty Asset Management Company ("BAIA"), Liberty All-Star Equity Fund, a
Massachusetts business trust (the "Fund"), and TCW Investment Management Company
as of September 30, 2005.

         WHEREAS, BAIA, the Fund and the Portfolio Manager entered into that
certain Portfolio Management Agreement, dated as of November 1, 2001 (as in
effect on the date hereof, the "Portfolio Management Agreement"), for the
management of a portion of the Fund's assets; and

         WHEREAS, BAIA, the Fund and the Portfolio Manager wish to amend the
Portfolio Management Agreement to clarify their understanding with respect to
the scope of their responsibility and limitations on their ability to consult
with the Fund's other portfolio managers.

         NOW, THEREFORE, in consideration of the mutual agreements, undertakings
and covenants set forth in this Agreement, the parties agree as follows:

4. Amendment to Section 1. Section 1 of the Portfolio Management Agreement is
amended by adding the following sentence to the end of such Section: "The
Portfolio Manager's responsibilities for providing portfolio management services
to the Fund shall be limited to the Portfolio Manager Account."

5. Amendment to Section 3. Section 3 of the Portfolio Management Agreement is
amended by adding the following sentence to the end of such Section: "The
Portfolio Manager shall not consult with any other portfolio manager of the Fund
concerning transactions for the Fund in securities or other assets."

6. Miscellaneous. This Amendment may be executed in counterparts, all of which
will be deemed an original and which together will be deemed to be one and the
same agreement. As amended hereby, the Portfolio Management Agreement is
confirmed and shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed and delivered the Amendment as
of the date first above  written.
                  BANC OF AMERICA INVESTMENT ADVISORS, INC.

                              By:      /s/ William Parmentier, Jr.
                                 ----------------------------------------------
                                      Name:  William Parmentier, Jr.
                                      Title: Senior Vice President

                               LIBERTY ALL-STAR EQUITY FUND
                               By:      /s/ Mark Haley
                                ----------------------------------------------
                                        Name:  Mark Haley
                                       Title: Vice President

                          TCW INVESTMENT MANAGEMENT  COMPANY
                             By:      /s/Philip K. Holl
                          ----------------------------------------------
                                     Name:  Philip K. Holl
                                     Title:  Senior Vice President


<PAGE>





                 Amendment to Portfolio Management Agreement


         This Amendment (the "Amendment") is entered into by and among Banc of
America Investment Advisors, Inc., a Delaware corporation formerly known as
Liberty Asset Management Company ("BAIA"), Liberty All-Star Equity Fund, a
Massachusetts business trust (the "Fund"), and Schneider Capital Management
Corporation as of September 30, 2005.

         WHEREAS, BAIA, the Fund and the Portfolio Manager entered into that
certain Portfolio Management Agreement, dated as of March 1, 2002 (as in effect
on the date hereof, the "Portfolio Management Agreement"), for the management of
a portion of the Fund's assets; and

         WHEREAS, BAIA, the Fund and the Portfolio Manager wish to amend the
Portfolio Management Agreement to clarify their understanding with respect to
the scope of their responsibility and limitations on their ability to consult
with the Fund's other portfolio managers.

         NOW, THEREFORE, in consideration of the mutual agreements, undertakings
and covenants set forth in this Agreement, the parties agree as follows:

7. Amendment to Section 1. Section 1 of the Portfolio Management Agreement is
amended by adding the following sentence to the end of such Section: "The
Portfolio Manager's responsibilities for providing portfolio management services
to the Fund shall be limited to the Portfolio Manager Account."

8. Amendment to Section 3. Section 3 of the Portfolio Management Agreement is
amended by adding the following sentence to the end of such Section: "The
Portfolio Manager shall not consult with any other portfolio manager of the Fund
concerning transactions for the Fund in securities or other assets."

9. Miscellaneous. This Amendment may be executed in counterparts, all of which
will be deemed an original and which together will be deemed to be one and the
same agreement. As amended hereby, the Portfolio Management Agreement is
confirmed and shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed and delivered the Amendment as of
the date first above written.


                           BANC OF AMERICA INVESTMENT
                                       ADVISORS, INC.

                          By:      /s/ William Parmentier, Jr.
                                ----------------------------------------------
                                     Name:  William Parmentier, Jr.
                                     Title: Senior Vice President


                               LIBERTY ALL-STAR EQUITY FUND


                                By:      /s/ Mark Haley
                             ----------------------------------------------

                                         Name:  Mark Haley
                                        Title: Vice President

                               SCHNEIDER CAPITAL  MANAGEMENT CORPORATION
                                    By:      /s/Steven J. Fellin
                                ----------------------------------------------
                                       Name:  Steven J. Fellin
                                     Title:  Chief Operating Officer

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