<DOCUMENT>
<TYPE>EX-99.2G
<SEQUENCE>7
<FILENAME>exhibit2g6.txt
<DESCRIPTION>EX-99.2G6
<TEXT>
                          LIBERTY ALL-STAR EQUITY FUND
                         PORTFOLIO MANAGEMENT AGREEMENT
                    SCHNEIDER CAPITAL MANAGEMENT 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 Schneider Capital Management 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


<PAGE>

                  Portfolio  Manager  and  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


<PAGE>


        Manager  will provide the  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


<PAGE>


        effective  from  time to time and 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 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.

     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, Jr.
                           ------------------------------
                       Name: Edmund J. Burke, Jr.
                       Title: President

ACCEPTED:

SCHNEIDER CAPITAL MANAGEMENT CORPORATION

By: /s/ Steven J. Fellin
    --------------------
Name: Steven J. Fellin
Title: COO/CFO


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


Schneider Capital Management Corp.
Attn:  Legal Department
460 East Swedesford Road, Suite 2000
Wayne, PA  19087

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

Dear Schneider:


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 Schneider Capital Management Corp., 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>
