<DOCUMENT>
<TYPE>EX-99.2G
<SEQUENCE>5
<FILENAME>exhibit2g4.txt
<DESCRIPTION>EX-99.2G4
<TEXT>
                          LIBERTY ALL-STAR EQUITY FUND
                         PORTFOLIO MANAGEMENT AGREEMENT
                       TCW INVESTMENT MANAGEMENT COMPANY


                               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 TCW Investment  Management  Company  ("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


<PAGE>


                  its key investment 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


<PAGE>


          Portfolio  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


<PAGE>


          such 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 it has  failed to


<PAGE>


          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 J. Parmentier, Jr.
                           ------------------------------
                       Name: William J. Parmentier, Jr.
                       Title: President

                       ALPS ADVISERS, INC.

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

ACCEPTED:

TCW INVESTMENT MANAGEMENT COMPANY

By: /s/ Alvin R. Albe, Jr.
    ----------------------
Name: Alvin R. Albe, Jr.
Title: 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


TCW Investment Management Company
Attn:  Legal Department
865 South Figueroa Street
Los Angeles, CA 90017

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

Dear TCW:


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 TCW Investment Management Company, 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>
