<DOCUMENT>
<TYPE>EX-99.2G
<SEQUENCE>4
<FILENAME>exhibit2g3.txt
<DESCRIPTION>EX-99.2G3
<TEXT>
                          LIBERTY ALL-STAR EQUITY FUND
                         PORTFOLIO MANAGEMENT AGREEMENT
                      CHASE INVESTMENT COUNSEL CORPORATION


                               December 18, 2006


Re: Portfolio Management Agreement
    ------------------------------

Ladies and Gentlemen:

  Liberty  All-Star  Equity  Fund  (the  "Fund")  is  a  diversified  closed-end
investment  company  registered  under  the  Investment Company Act of 1940,  as
amended  (the "Act"), and is subject to the rules  and  regulations  promulgated
thereunder.

  ALPS  Advisers,  Inc.  (the "Fund Manager") evaluates and recommends portfolio
managers for the assets of the Fund, and the Fund Manager or an affiliate of the
Fund Manager is responsible for the day-to-day Fund administration of the Fund.

  1. EMPLOYMENT AS A PORTFOLIO MANAGER.  The Fund, being duly authorized, hereby
employs  Chase  Investment  Counsel   Corporation  ("Portfolio  Manager")  as  a
discretionary portfolio manager, on the  terms  and conditions set forth herein,
of that portion of the Fund's assets which the Fund Manager determines to assign
to  the  Portfolio Manager (those assets being referred  to  as  the  "Portfolio
Manager Account").   The  Fund  Manager  may,  from  time  to time, allocate and
reallocate the Fund's assets among the Portfolio Manager and the other portfolio
managers  of  the Fund's assets.  The Portfolio Manager will be  an  independent
contractor and  will  have  no authority to act for or represent the Fund or the
Fund Manager in any way or otherwise be deemed to be an agent of the Fund or the
Fund Manager except as expressly  authorized  in  this  Agreement  or in another
writing by the Fund Manager and the Portfolio Manager.  The Portfolio  Manager's
responsibilities  for providing portfolio management services to the Fund  shall
be limited to the Portfolio Manager Account.

  2. ACCEPTANCE OF  EMPLOYMENT;  STANDARD OF PERFORMANCE.  The Portfolio Manager
accepts its employment as a discretionary  portfolio  manager  and agrees to use
its  best  professional  judgment  to make timely investment decisions  for  the
Portfolio Manager Account in accordance with the provisions of this Agreement.

  3. Portfolio Management Services of Portfolio Manager.

     A. In providing  portfolio  management  services to the  Portfolio  Manager
     Account,  the Portfolio Manager shall be subject to the Fund's  Declaration
     of Trust and By-Laws, as amended from time to time, investment  objectives,
     policies and  restrictions  of the Fund as set forth in its  Prospectus and
     Statement of Additional Information,  as the same may be modified from time
     to time (together, the "Prospectus"),  the investment objectives,  policies
     and  restrictions  of the Fund as determined from time to time by the Board
     of Trustees, and the investment and other restrictions set forth in the Act
     and the rules and regulations thereunder, to the supervision and control of
     the  Board of  Trustees  of the  Fund,  and to  instructions  from the Fund
     Manager. The Portfolio Manager shall not, without the prior approval of the
     Fund or the Fund  Manager,  effect any  transactions  that would  cause the
     Portfolio  Manager  Account,  treated  as a  separate  fund,  to be  out of
     compliance with any of such restrictions or policies. The Portfolio Manager
     shall not consult with any other  portfolio  manager of the Fund concerning
     transactions for the Fund in securities or other assets.

     B. As part of the services it will provide hereunder, the Portfolio Manager
     will:

      (i)   formulate  and implement a continuous  investment  program  for  the
            Portfolio Manager Account;

      (ii)  take whatever  steps  are  necessary  to  implement  the  investment
            program  for  the  Portfolio  Manager  Account by arranging for  the
            purchase and sale of securities and other investments;

      (iii) keep the Fund Manager and the Board of Trustees  of  the  Fund fully
            informed  in  writing  on  an  ongoing  basis, as agreed by the Fund
            Manager and the Portfolio Manager, of all  material facts concerning
            the  investment  and  reinvestment of the assets  in  the  Portfolio
            Manager  Account,  the Portfolio  Manager  and  its  key  investment

<PAGE>

            personnel and operations;  make regular and periodic special written
            reports of such additional information  concerning  the  same as may
            reasonably be requested from time to time by the Fund Manager or the
            Trustees  of the Fund; attend meetings with the Fund Manager  and/or
            Trustees, as reasonably requested, to discuss the foregoing and such
            other matters as may be requested by the Fund Manager or Trustees;

      (iv)  in  accordance  with  procedures  and  methods  established  by  the
            Trustees  of  the  Fund,  which  may  be  amended from time to time,
            provide assistance in determining the fair  value  of all securities
            and  other investments/assets in the Portfolio Manager  Account,  as
            necessary,  and  use reasonable efforts to arrange for the provision
            of valuation information or a price(s) from a party(ies) independent
            of the Portfolio Manager for each security or other investment/asset
            in the Portfolio Manager  Account  for  which  market prices are not
            readily available; and

      (v)   cooperate  with  and  provide  reasonable  assistance  to  the  Fund
            Manager,  the Fund's administrator, custodian,  transfer  agent  and
            pricing agents  and all other agents and representatives of the Fund
            and the Fund Manager;  keep  all  such  persons fully informed as to
            such  matters  as  they  may  reasonably  deem   necessary   to  the
            performance  of  their obligations to the Fund and the Fund Manager;
            provide  prompt  responses  to  reasonable  requests  made  by  such
            persons; and maintain  any appropriate interfaces with each so as to
            promote the efficient exchange of information.

  4.  TRANSACTION  PROCEDURES.  All portfolio  transactions  for  the  Portfolio
Manager Account will  be  consummated by payment to or delivery by the custodian
of  the Fund (the "Custodian"),  or  such  depositories  or  agents  as  may  be
designated  by  the Custodian in writing, as custodian for the Fund, of all cash
and/or securities  due  to  or  from  the  Portfolio  Manager  Account,  and the
Portfolio   Manager  shall  not  have  possession  or  custody  thereof  or  any
responsibility  or liability with respect to such custody. The Portfolio Manager
shall advise and  confirm  in writing to the Custodian all investment orders for
the Portfolio Manager Account  placed by it with brokers and dealers at the time
and in the manner set forth in Schedule  A  hereto (as amended from time to time
by the Fund Manager). The Fund shall issue to the Custodian such instructions as
may  be  appropriate  in  connection  with  the settlement  of  any  transaction
initiated  by  the Portfolio Manager. The Fund  shall  be  responsible  for  all
custodial arrangements  and  the payment of all custodial charges and fees, and,
upon giving proper instructions  to  the  Custodian, the Portfolio Manager shall
have no responsibility or liability with respect  to  custodial  arrangements or
the acts, omissions or other conduct of the Custodian.

  5.  ALLOCATION  OF BROKERAGE.  The Portfolio Manager shall have authority  and
discretion to select  brokers  and  dealers  to  execute  portfolio transactions
initiated  by the Portfolio Manager for the Portfolio Manager  Account,  and  to
select the markets on or in which the transaction will be executed.

     A. In doing so, the Portfolio Manager's primary  responsibility shall be to
     seek to obtain best net price and  execution  for the Fund.  However,  this
     responsibility   shall  not  obligate  the  Portfolio  Manager  to  solicit
     competitive  bids for each  transaction  or to seek  the  lowest  available
     commission  cost to the Fund, so long as the Portfolio  Manager  reasonably
     believes that the broker or dealer selected by it can be expected to obtain
     a  "best  execution"  market  price  on  the  particular   transaction  and
     determines in good faith that the commission cost is reasonable in relation
     to the value of the brokerage and research  services (as defined in Section
     28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or
     dealer to the Portfolio  Manager viewed in terms of either that  particular
     transaction or of the Portfolio  Manager's  overall  responsibilities  with
     respect  to its  clients,  including  the Fund,  as to which the  Portfolio
     Manager exercises investment discretion,  notwithstanding that the Fund may
     not be the direct or  exclusive  beneficiary  of any such  services or that
     another broker may be willing to charge the Fund a lower  commission on the
     particular transaction.

     B. Subject to the requirements of paragraph A above, the Fund Manager shall
     have the  right to  request  that  transactions  giving  rise to  brokerage
     commissions,  in an amount to be agreed  upon by the Fund  Manager  and the
     Portfolio  Manager,  shall be executed by brokers and dealers  that provide
     brokerage or research  services to the Fund Manager,  or as to which an on-
     going  relationship  will be of value to the Fund in the  management of its
     assets,  which  services and  relationship  may, but need not, be of direct
     benefit  to  the  Portfolio  Manager  Account.  Notwithstanding  any  other
     provision of this Agreement, the Portfolio Manager shall not be responsible
     under paragraph A above with respect to transactions  executed  through any
     such broker or dealer.

     C. The Portfolio  Manager shall not execute any portfolio  transactions for
     the  Portfolio  Manager  Account  with  a  broker  or  dealer  which  is an
     "affiliated  person"  (as  defined in the Act) of the Fund,  the  Portfolio
     Manager  or any  other  portfolio  manager  of the Fund  without  the prior
     written  approval of the Fund.  The Fund Manager will provide the Portfolio

<PAGE>

     Manager with a list of brokers and dealers which are  "affiliated  persons"
     of the Fund or its portfolio managers.

  6. PROXIES.  The Fund  Manager  will  vote  all  proxies  solicited by or with
respect  to  the issuers of securities in which assets of the Portfolio  Manager
Account may be  invested  from  time to time in accordance with such policies as
shall be determined by the Fund Manager,  and reviewed and approved by the Board
of  Trustees.   Upon  the written request of the  Fund  Manager,  the  Portfolio
Manager will vote all proxies  solicited  by  or  with respect to the issuers of
securities in which assets of the Portfolio Manager Account may be invested from
time to time in accordance with such policies as shall be determined by the Fund
Manager, and reviewed and approved by the Board of Trustees.

  7.  FEES  FOR  SERVICES.  The compensation of the Portfolio  Manager  for  its
services under this Agreement  shall  be calculated and paid by the Fund Manager
in accordance with the attached Schedule  C.  Pursuant  to  the  Fund Management
Agreement  between  the  Fund and the Fund Manager, the Fund Manager  is  solely
responsible for the payment  of fees to the Portfolio Manager, and the Portfolio
Manager agrees to seek payment of its fees solely from the Fund Manager.

  8. OTHER INVESTMENT ACTIVITIES  OF  PORTFOLIO  MANAGER.  The Fund acknowledges
that  the  Portfolio  Manager  or one or more of its affiliates  has  investment
responsibilities, renders investment  advice  to  and  performs other investment
advisory  services  for other individuals or entities ("Client  Accounts"),  and
that the Portfolio Manager,  its  affiliates  or  any of its or their directors,
officers, agents or employees may buy, sell or trade  in  any securities for its
or their respective accounts ("Affiliated Accounts"). Subject  to the provisions
of  paragraph  2  hereof,  the  Fund  agrees that the Portfolio Manager  or  its
affiliates may give advice or exercise  investment  responsibility and take such
other action with respect to other Client Accounts and Affiliated Accounts which
may differ from the advice given or the timing or nature  of  action  taken with
respect  to  the  Portfolio Manager Account, provided that the Portfolio Manager
acts in good faith,  and  provided  further,  that it is the Portfolio Manager's
policy to allocate, within its reasonable discretion,  investment  opportunities
to  the Portfolio Manager Account over a period of time on a fair and  equitable
basis  relative  to the Client Accounts and the Affiliated Accounts, taking into
account the cash position and the investment objectives and policies of the Fund
and  any  specific  investment   restrictions   applicable   thereto.  The  Fund
acknowledges that one or more Client Accounts and Affiliated Accounts may at any
time  hold,  acquire,  increase,  decrease,  dispose of or otherwise  deal  with
positions in investments in which the Portfolio  Manager  Account  may  have  an
interest  from time to time, whether in transactions which involve the Portfolio
Manager Account  or otherwise. The Portfolio Manager shall have no obligation to
acquire for the Portfolio Manager Account a position in any investment which any
Client Account or  Affiliated  Account  may  acquire, and the Fund shall have no
first refusal, co-investment or other rights in  respect of any such investment,
either for the Portfolio Manager Account or otherwise.

  9. LIMITATION OF LIABILITY.  The Portfolio Manager shall not be liable for any
action taken, omitted or suffered to be taken by it  in its reasonable judgment,
in  good  faith  and reasonably believed by it to be authorized  or  within  the
discretion or rights  or  powers  conferred  upon  it  by  this Agreement, or in
accordance with (or in the absence of) specific directions or  instructions from
the Fund, provided, however, that such acts or omissions shall not have resulted
from the Portfolio Manager's willful misfeasance, bad faith or gross negligence,
a  violation  of  the  standard  of  care established by and applicable  to  the
Portfolio Manager in its actions under  this  Agreement or breach of its duty or
of its obligations hereunder (provided, however, that the foregoing shall not be
construed  to  protect  the Portfolio Manager from  liability  in  violation  of
Section 17(i) of the Act).

  10. CONFIDENTIALITY.  Subject  to  the duty of the Portfolio Manager, the Fund
Manager and the Fund to comply with applicable  law, including any demand of any
regulatory or taxing authority having jurisdiction,  the  parties  hereto  shall
treat  as  confidential  all  information  pertaining  to  the Portfolio Manager
Account  and  the  actions  of  the  Portfolio Manager and the Fund  in  respect
thereof.

  11. ASSIGNMENT.  This Agreement shall  terminate automatically in the event of
its assignment, as that term is defined in  Section  2(a)(4)  of  the  Act.  The
Portfolio  Manager  shall  notify the Fund in writing sufficiently in advance of
any proposed change of control,  as  defined  in  Section 2(a)(9) of the Act, as
will enable the Fund to consider whether an assignment  as  defined  in  Section
2(a)(4) of the Act will occur, and whether to take the steps necessary to  enter
into a new contract with the Portfolio Manager.

  12.  REPRESENTATIONS,  WARRANTIES  AND  AGREEMENTS  OF  THE  FUND.   The  Fund
represents, warrants and agrees that:

     A. The  Portfolio  Manager has been duly  appointed  to provide  investment
     services to the Portfolio Manager Account as contemplated hereby.

     B. The Fund will deliver to the Portfolio  Manager a true and complete copy
     of its then  current  Prospectus  as  effective  from time to time and such

<PAGE>

     other documents  governing the investment of the Portfolio  Manager Account
     and such other  information  as is necessary for the  Portfolio  Manager to
     carry out its obligations under this Agreement.


  13. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE PORTFOLIO  MANAGER.  The
Portfolio Manager represents, warrants and agrees that:

     A.  It is  registered  as an  "investment  adviser"  under  the  Investment
     Advisers Act of 1940, as amended  ("Advisers  Act") and will continue to be
     so registered for as long as this Agreement remains in effect.

     B. It will  maintain,  keep current and preserve on behalf of the Fund,  in
     the manner  required or permitted by the Act and the rules and  regulations
     thereunder,  the records required to be so kept by an investment adviser of
     the Fund in accordance with applicable law,  including  without  limitation
     those  identified  in Schedule B (as Schedule B may be amended from time to
     time by the Fund Manager).  The Portfolio  Manager agrees that such records
     are the property of the Fund,  and will be surrendered to the Fund promptly
     upon request.

     C. It has adopted a written code of ethics  complying with the requirements
     of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Act and will
     provide the Fund Manager and the Board of Trustees  with a copy of its code
     of ethics and evidence of its  adoption.  Within 45 days of the end of each
     year while this  Agreement is in effect,  or at any other time requested by
     the Fund Manager, an officer,  director or general partner of the Portfolio
     Manager shall  certify to the Fund that the Portfolio  Manager has complied
     with the  requirements  of Rule 17j-1 and Rule 204A-1  during the  previous
     year and that there has been no  material  violation  of its code of ethics
     or, if such a violation has occurred,  that appropriate action was taken in
     response to such violation. It will promptly notify the Fund Manager of any
     material change to its code of ethics or material  violation of its code of
     ethics.

     D. Upon request,  the Portfolio  Manager will promptly supply the Fund with
     any  information  concerning  the Portfolio  Manager and its  stockholders,
     partners,  employees and affiliates that the Fund may reasonably request in
     connection with the preparation of its  registration  statement (as amended
     from time to time),  prospectus and statement of additional information (as
     supplemented and modified from time to time),  proxy material,  reports and
     other  documents  required to be filed under the Act, the Securities Act of
     1933, or other applicable securities laws.

     E.  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 of Trustees  under
     said Declaration of Trust, as Trustees 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 the  Portfolio  Manager  nor any of its  officers,
     directors,  partners,  shareholders,  agents 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 shareholder,  Trustee,  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.

     F. The Portfolio Manager shall maintain and implement compliance procedures
     that are reasonably designed to ensure its compliance with Rule 206(4)-7 of
     the Advisers Act and to prevent  violations of the Federal  Securities Laws
     (as defined in Rule 38a-1 under the Act).

     G.The  Portfolio  Manager will: (i) on the cover page of each Form 13F that
     the Portfolio  Manager files with the  Securities  and Exchange  Commission
     (the  "SEC"),  check the "13F  Combination  Report" box and on the Form 13F
     Summary Page identify "ALPS  Advisers,  Inc." as another  manager for which
     the  Portfolio  Manager is filing the Form 13F report;  (ii) within 60 days
     after  the end of each  calendar  year,  provide  the Fund  Manager  with a
     certification that the Portfolio  Manager's Form 13F was filed with the SEC
     on a  timely  basis  and  included  all of the  securities  required  to be
     reported by the SEC;  (iii)  within 60 days after the end of each  calendar
     year,  provide to the Fund Manager a copy of each Form 13F, or amendment to
     a Form 13F filed by it during the prior four  quarters;  and (iv)  promptly
     notify the Fund Manager in the event the Portfolio Manager  determines that

<PAGE>

     it has  failed to comply  with  Section  13(f) in a  material  respect,  or
     receives a comment  letter from the SEC raising a question  with respect to
     compliance.

     H. The  Portfolio  Manager  has  adopted  written  compliance  policies and
     procedures  reasonably  designed to prevent  violations of the Advisers Act
     and the rules  promulgated  thereunder and the Portfolio  Manager agrees to
     provide:  (a) from time to time, a copy and/or  summary of such  compliance
     policies and procedures and an accompanying  certification  certifying that
     the Portfolio Manager's  compliance policies and procedures comply with the
     Advisers  Act; (b) a report of the annual review  determining  the adequacy
     and  effectiveness  of the  Portfolio  Manager's  compliance  policies  and
     procedures;  and (c) the name of the Portfolio  Manager's Chief  Compliance
     Officer to act as a liaison for  compliance  matters that may arise between
     the Fund and the Portfolio Manager.

     I. The Portfolio  Manager  will notify the Fund and the Fund Manager of any
     assignment of this Agreement or change of control of the Portfolio Manager,
     as  applicable,  and any  changes in the key  personnel  who are either the
     portfolio  manager(s) of the Portfolio Manager Account or senior management
     of the Portfolio  Manager,  in each case prior to or promptly  after,  such
     change. The Portfolio Manager agrees to bear all reasonable expenses of the
     Fund, if any, arising out of an assignment or change in control.

     J. The Portfolio Manager agrees to maintain an appropriate  level of errors
     and omissions or professional liability insurance coverage.

  14. AMENDMENT.  This Agreement may be amended at any time, but only by written
agreement  among  the  Portfolio  Manager,  the Fund Manager and the Fund, which
amendment, other than amendments to Schedules  A,  B  and  C,  is subject to the
approval of the Board of Trustees and the shareholders of the Fund as and to the
extent required by the Act, the rules thereunder or exemptive relief  granted by
the  SEC,  provided  that  Schedules  A and B may be amended by the Fund Manager
without the written agreement of the Fund or the Portfolio Manager.

  15. EFFECTIVE DATE; TERM.  This Agreement  shall  become effective on the date
first above written, provided that this Agreement shall  not  take effect unless
it has first been approved: (1) by a vote of a majority of the  Trustees who are
not "interested persons" (as defined in the Act) of any party to  this Agreement
("Independent Trustees"), cast in person at a  meeting called for the purpose of
voting  on  such  approval,  and  (ii) by vote of "a majority of the outstanding
voting securities" (as defined in the  Act)  of  the Fund.  This Agreement shall
continue for two years from the date of this Agreement  and  from  year  to year
thereafter  provided such continuance is specifically approved at least annually
by (i) the Fund's  Board  of  Trustees  or  (ii)  a  vote  of  a majority of the
outstanding voting securities of the Fund, provided that in either  event   such
continuance  is also approved by a majority of the Independent Trustees, by vote
cast in person  at  a meeting called for the purpose of voting on such approval.
If the SEC issues an  order  to  the Fund and the Fund Manager  for an exemption
from Section 15(a) of the Act, then,  in  accordance with the application of the
Fund  and the Fund Manager, the continuance  of  this  Agreement  after  initial
approval  by  the Trustees as set forth above, shall be subject to approval by a
majority of the  outstanding  voting  securities  of  the  Fund at the regularly
scheduled annual meeting of the Fund's shareholders next following  the  date of
this Agreement.

  16.  TERMINATION.   This Agreement may be terminated at any time by any party,
without penalty, immediately  upon  written  notice  to the other parties in the
event of a breach of any provision thereof by a party  so notified, or otherwise
upon not less than thirty (30) days' written notice to the  Portfolio Manager in
the  case of termination by the Fund or the Fund Manager, or ninety  (90)  days'
written  notice  to  the Fund and the Fund Manager in the case of termination by
the Portfolio Manager,  but  any  such  termination shall not affect the status,
obligations or liabilities of any party hereto to the other parties.

  17. APPLICABLE LAW.  To the extent that  state  law  is  not  preempted by the
provisions of any law of the United States heretofore or hereafter  enacted,  as
the same may be amended from time to time, this Agreement shall be administered,
construed   and   enforced   according  to  the  laws  of  the  Commonwealth  of
Massachusetts.

  18. SEVERABILITY; COUNTERPARTS.   If  any  term or condition of this Agreement
shall be invalid or unenforceable to any extent  or in any application, then the
remainder of this Agreement, and such term or condition except to such extent or
in such application, shall not be affected thereby,  and each and every term and
condition of this Agreement shall be valid and enforced  to  the  fullest extent
and  in  the  broadest  application  permitted  by  law.  This Agreement may  be
executed in counterparts, each of which will be deemed  an  original  and all of
which together will be deemed to be one and the same agreement.


<PAGE>


  19.  USE OF NAME.  The Portfolio Manager agrees and acknowledges that the Fund
Manager  is  the sole owner of the names and marks "Liberty All-Star" and  "All-
Star", and that  all  use  of  any  designation comprised in whole or in part of
these names and marks shall inure to the benefit of the Fund Manager.  Except as
used to identify the Fund to third parties as a client, the use by the Portfolio
Manager on its own behalf of such marks in any advertisement or sales literature
or other materials promoting the Portfolio  Manager  shall  be  with  the  prior
written  consent  of the Fund Manager.  The Portfolio Manager shall not, without
the consent of the  Fund Manager, make representations regarding the Fund or the
Fund Manager in any disclosure  document,  advertisement  or sales literature or
other materials promoting the Portfolio Manager.  Consent by  the  Fund  Manager
shall not be unreasonably withheld.  Upon termination of this Agreement for  any
reason, the Portfolio Manager shall cease any and all use of these marks as soon
as reasonably practicable.


                       LIBERTY ALL-STAR EQUITY FUND

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

                       ALPS ADVISERS, INC.

                       By: /s/ Edmund J. Burke
                           -------------------
                       Name: Edmund J. Burke
                       Title: President

ACCEPTED:

CHASE INVESTMENT COUNSEL CORPORATION

By: /s/ David B. Scott
    ------------------
Name: David B. Scott
Title: Sr. Vice President


SCHEDULES:
A. Operational Procedures

B. Records To Be Maintained By The Portfolio Manager

C. Portfolio Manager Fee


<PAGE>

                          LIBERTY ALL-STAR GROWTH FUND
                         PORTFOLIO MANAGEMENT AGREEMENT
                                   SCHEDULE B

               RECORDS TO BE MAINTAINED BY THE PORTFOLIO MANAGER

1.   (Rule  31a-1(b)(5) and (6)) A record of each brokerage order, and all other
     portfolio  purchases and sales, given by the Portfolio Manager on behalf of
     the Fund for, or in connection  with,  the purchase or sale of  securities,
     whether executed or unexecuted. Such records shall include:

     A.   The name of the broker;

     B.   The terms and  conditions  of the  order and of any  modifications  or
          cancellation thereof;

     C.   The time of entry or cancellation;

     D.   The price at which executed;

     E.   The time of receipt of a report of execution; and

     F.   The name of the person who placed the order on behalf of the Fund.

2.   (Rule  31a-1(b)(9)) A record for each fiscal quarter,  completed within ten
     (10) days after the end of the quarter,  showing  specifically the basis or
     bases upon which the  allocation  of orders  for the  purchase  and sale of
     portfolio  securities  to named  brokers or dealers was  effected,  and the
     division of brokerage  commissions or other  compensation  on such purchase
     and sale orders. Such record:

     A.   Shall include the consideration given to:

          (i)  The sale of shares of the Fund by brokers or dealers.

          (ii) The supplying of services or benefits by brokers or dealers to:

               (a)  The Fund;

               (b)  The Fund Manager;

               (c)  The Portfolio Manager; and

               (d)  Any person other than the foregoing.

          (iii) Any other consideration other than the technical  qualifications
                of the brokers and dealers as such.

     B.   Shall show the nature of the services or benefits made available.

     C.   Shall  describe in detail the  application  of any general or specific
          formula or other  determinant  used in arriving at such  allocation of
          purchase and sale orders and such division of brokerage commissions or
          other compensation.

     D.   The name of the person  responsible  for making the  determination  of
          such  allocation  and such division of brokerage  commissions or other
          compensation.

3.   (Rule  31a-1(b)(10))  A  record  in the form of an  appropriate  memorandum
     identifying  the person or persons,  committees or groups  authorizing  the
     purchase or sale of portfolio securities. Where an authorization is made by
     a committee  or group,  a record  shall be kept of the names of its members
     who  participate in the  authorization.  There shall be retained as part of
     this record:  any memorandum,  recommendation or instruction  supporting or
     authorizing  the  purchase or sale of portfolio  securities  and such other
     information as is appropriate to support the authorization.(1)


<PAGE>


4.   (Rule 31a-1(f)) Such accounts, books and other documents as are required to
     be  maintained  by  registered  investment  advisers by rule adopted  under
     Section  204 of the  Investment  Advisers  Act of 1940,  to the extent such
     records are  necessary or  appropriate  to record the  Portfolio  Manager's
     transactions with the Fund.

----------
(1)  Such information might include: the current Form 10-K, annual and quarterly
     reports,  press  releases,  reports by analysts  and from  brokerage  firms
     (including  their  recommendation:  i.e., buy, sell,  hold) or any internal
     reports or portfolio manager reviews.


<PAGE>
                          LIBERTY ALL-STAR GROWTH FUND
                         PORTFOLIO MANAGEMENT AGREEMENT
                                   SCHEDULE C

                             PORTFOLIO MANAGER FEE


      For  services  provided to the Portfolio Manager Account, the Fund Manager
will pay to the Portfolio  Manager, on or before the 10th day of each calendar
month, a fee calculated and  accrued  daily  and  payable  monthly  by  the Fund
Manager  for  the  previous calendar month at the annual rate of:  0.40% of  the
amount  obtained  by  multiplying   the   Portfolio   Manager's  Percentage  (as
hereinafter  defined)  times the Average Total Fund Net Assets  (as  hereinafter
defined) up to $400 million;  0.36%  of  the  amount obtained by multiplying the
Portfolio Manager's Percentage times the Average Total Fund Net Assets exceeding
$400 million up to and including $800 million;  0.324% of the amount obtained by
multiplying the Portfolio Manager's Percentage times  the Average Total Fund Net
Assets exceeding $800 million up to and including $1.2  billion;  0.292%  of the
amount  obtained  by  multiplying  the  Portfolio Manager's Percentage times the
Average Total Fund Net Assets exceeding $1.2 billion.

      "Portfolio Manager's Percentage" means the percentage obtained by dividing
(i) the average daily net asset values of  the  Portfolio Manager Account during
the preceding calendar month, by (ii) the Average Total Fund Net Assets.

      "Average Total Fund Net Assets" means the average  daily  net asset values
of the Fund as a whole during the preceding calendar month.

      The fee shall be pro-rated for any month during which this Agreement is in
effect for only a portion of the month.


<PAGE>


April 2, 2007


Chase Investment Counsel Corporation
Attn:  Legal Department
300 Preston Avenue, Suite 403
Charlottesville, VA  22902-5091

RE:  Portfolio Management Agreement with Liberty All-Star Equity Fund

Dear Chase:


In a recent audit of the Liberty All-Star Equity Fund (the "Fund") records, it
was discovered that Appendix B and C to the Portfolio Management Agreement
between Chase Investment Counsel Corporation, ALPS Advisers, Inc., and the Fund
was mislabeled as Liberty All-Star Growth Fund, Inc.

Therefore, please accept the attached replacement pages with the correct
heading.  The body of the pages did not change.

Additionally, please note that ALPS Advisers, Inc., and the Funds main address
has changed from 1625 Broadway, Suite 2200, Denver CO  80202 to 1290 Broadway,
Suite 1100, Denver, CO  80203.

Should you have any questions regarding these matters, please feel free to
contact me or my paralegal Stephanie Barres at 303.623.2577.

Sincerely,


/s/ Tane T. Tyler
-----------------
Tane T. Tyler
Chief Legal Officer
ALPS Advisers, Inc.


Enclosures


<PAGE>
                          LIBERTY ALL-STAR EQUITY FUND
                         PORTFOLIO MANAGEMENT AGREEMENT
                                   SCHEDULE B

               RECORDS TO BE MAINTAINED BY THE PORTFOLIO MANAGER

1.   (Rule  31a-1(b)(5) and (6)) A record of each brokerage order, and all other
     portfolio  purchases and sales, given by the Portfolio Manager on behalf of
     the Fund for, or in connection  with,  the purchase or sale of  securities,
     whether executed or unexecuted. Such records shall include:

     A.   The name of the broker;

     B.   The terms and  conditions  of the  order and of any  modifications  or
          cancellation thereof;

     C.   The time of entry or cancellation;

     D.   The price at which executed;

     E.   The time of receipt of a report of execution; and

     F.   The name of the person who placed the order on behalf of the Fund.

2.   (Rule  31a-1(b)(9)) A record for each fiscal quarter,  completed within ten
     (10) days after the end of the quarter,  showing  specifically the basis or
     bases upon which the  allocation  of orders  for the  purchase  and sale of
     portfolio  securities  to named  brokers or dealers was  effected,  and the
     division of brokerage  commissions or other  compensation  on such purchase
     and sale orders. Such record:

     A.   Shall include the consideration given to:

          (i)  The sale of shares of the Fund by brokers or dealers.

          (ii) The supplying of services or benefits by brokers or dealers to:

               (a)  The Fund;

               (b)  The Fund Manager;

               (c)  The Portfolio Manager; and

               (d)  Any person other than the foregoing.

          (iii) Any other consideration other than the technical  qualifications
               of the brokers and dealers as such.

     B.   Shall show the nature of the services or benefits made available.

     C.   Shall  describe in detail the  application  of any general or specific
          formula or other  determinant  used in arriving at such  allocation of
          purchase and sale orders and such division of brokerage commissions or
          other compensation.

     D.   The name of the person  responsible  for making the  determination  of
          such  allocation  and such division of brokerage  commissions or other
          compensation.

3.   (Rule  31a-1(b)(10))  A  record  in the form of an  appropriate  memorandum
     identifying  the person or persons,  committees or groups  authorizing  the
     purchase or sale of portfolio securities. Where an authorization is made by
     a committee  or group,  a record  shall be kept of the names of its members
     who  participate in the  authorization.  There shall be retained as part of
     this record:  any memorandum,  recommendation or instruction  supporting or
     authorizing  the  purchase or sale of portfolio  securities  and such other
     information as is appropriate to support the authorization.(1)


<PAGE>


4.   (Rule 31a-1(f)) Such accounts, books and other documents as are required to
     be  maintained  by  registered  investment  advisers by rule adopted  under
     Section  204 of the  Investment  Advisers  Act of 1940,  to the extent such
     records are  necessary or  appropriate  to record the  Portfolio  Manager's
     transactions with the Fund.

-----------
(1)  Such information might include: the current Form 10-K, annual and quarterly
     reports,  press  releases,  reports by analysts  and from  brokerage  firms
     (including  their  recommendation:  i.e., buy, sell,  hold) or any internal
     reports or portfolio manager reviews.





<PAGE>
                          LIBERTY ALL-STAR EQUITY FUND
                         PORTFOLIO MANAGEMENT AGREEMENT
                                   SCHEDULE C

                             PORTFOLIO MANAGER FEE


      For  services  provided to the Portfolio Manager Account, the Fund Manager
will pay to the Portfolio  Manager, on or before the 10th day of each calendar
month, a fee calculated and  accrued  daily  and  payable  monthly  by  the Fund
Manager  for  the  previous calendar month at the annual rate of:  0.40% of  the
amount  obtained  by  multiplying   the   Portfolio   Manager's  Percentage  (as
hereinafter  defined)  times the Average Total Fund Net Assets  (as  hereinafter
defined) up to $400 million;  0.36%  of  the  amount obtained by multiplying the
Portfolio Manager's Percentage times the Average Total Fund Net Assets exceeding
$400 million up to and including $800 million;  0.324% of the amount obtained by
multiplying the Portfolio Manager's Percentage times  the Average Total Fund Net
Assets exceeding $800 million up to and including $1.2  billion;  0.292%  of the
amount  obtained  by  multiplying  the  Portfolio Manager's Percentage times the
Average Total Fund Net Assets exceeding $1.2 billion.

      "Portfolio Manager's Percentage" means the percentage obtained by dividing
(i) the average daily net asset values of  the  Portfolio Manager Account during
the preceding calendar month, by (ii) the Average Total Fund Net Assets.

      "Average Total Fund Net Assets" means the average  daily  net asset values
of the Fund as a whole during the preceding calendar month.

      The fee shall be pro-rated for any month during which this Agreement is in
effect for only a portion of the month.
</TEXT>
</DOCUMENT>
