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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000021832-01-000046.txt : 20010208
<SEC-HEADER>0000021832-01-000046.hdr.sgml : 20010208
ACCESSION NUMBER:		0000021832-01-000046
CONFORMED SUBMISSION TYPE:	PRES14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010418
FILED AS OF DATE:		20010207

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LIBERTY ALL STAR GROWTH FUND INC /MD/
		CENTRAL INDEX KEY:			0000786035
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		PRES14A
		SEC ACT:		
		SEC FILE NUMBER:	811-04537
		FILM NUMBER:		1527492

	BUSINESS ADDRESS:	
		STREET 1:		LIBERTY INVESTMENT SERVICES, INC
		STREET 2:		600 ATLANTIC AVE
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02210-2214
		BUSINESS PHONE:		3019865866

	MAIL ADDRESS:	
		STREET 1:		LIBERTY INVESTMENT SERVICES INC
		STREET 2:		600 ATLANTIC AVE
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02210

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ALLMON CHARLES TRUST INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GROWTH STOCK OUTLOOK TRUST INC
		DATE OF NAME CHANGE:	19910807
</SEC-HEADER>
<DOCUMENT>
<TYPE>PRES14A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>LASGF PRELIMINARY PROXY STATEMENT & PROXY CARD
<TEXT>


                               SCHEDULE 14A
                               (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                             SCHEDULE 14A INFORMATION
                     Proxy Statement Pursuant to Section
                 14(a) of the Securities Exchange Act of 1934
                              (Amendment No.       )


Filed by the Registrant [ X ]

Filed by a Party other than the Registrant [  ]

Check the appropriate box:
[ X ]  Preliminary Proxy Statement
[   ]  Definitive Proxy Statement
[   ]  Definitive Additional Materials
[   ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[   ]  Confidential, For Use of the Commission Only (as permitted by
       Rule 14a-6(e)(2))



                       LIBERTY ALL-STAR GROWTH FUND, INC.
              ________________________________________________
               (Name of Registrant as Specified In Its Charter)

    _______________________________________________________________________
   (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[ X ]  No fee required.

[   ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

       1) Title of each class of securities to which transaction applies:


       2)  Aggregate number of securities to which transaction applies:


       3)  Per unit price or other underlying value of transaction computed
           pursuant to Exchange Act Rule 0-11 (set forth the amount on which
           the filing fee is calculated and state how it was determined):

       4)  Proposed maximum aggregate value of transaction:


       5)  Total fee paid:


 [   ]    Fee paid previously with preliminary materials:


 [   ]    Check box if any part of the fee is offset as provided by Exchange
          Act Rule 0-11(a)(2) and identify the filing for which the offsetting
          fee was paid previously.  Identify the previous filing by
          registration statement number, or the form or schedule and the date
          of its filing.

      1)  Amount Previously Paid:


      2)  Form, Schedule or Registration Statement no.:


      3)  Filing Party:


      4)  Date Filed:

<PAGE>

                       LIBERTY ALL-STAR GROWTH FUND, INC.

                  PROXY SOLICITED BY THE BOARD OF DIRECTORS OF
                       LIBERTY ALL-STAR GROWTH FUND, INC.

                  PROXY FOR 2001 ANNUAL MEETING OF SHAREHOLDERS

The undersigned,  revoking previous proxies,  hereby appoints William J. Ballou,
Suzan M.  Barron,  Russell  L.  Kane,  William  R.  Parmentier  and  Vincent  P.
Pietropaolo,  or any one or more of them, attorneys, with power of substitution,
to vote all shares of Liberty  All-Star Growth Fund, Inc. (the "Fund") which the
undersigned  is entitled  to vote at the 2001  Annual  Meeting of the Fund to be
held in Room AV-1,  3rd Floor,  Federal  Reserve  Plaza,  600  Atlantic  Avenue,
Boston,  Massachusetts  on April 18, 2001 at11:00  a.m. and at any  adjournments
thereof.  All powers may be  exercised  by a majority  of said proxy  holders or
substitutes  voting or acting  or, if only one votes or acts,  then by that one.
This  undersigned  directs  said  proxy  holders to vote as  specified  upon the
proposals shown below, each of which is described in the proxy statement for the
Meeting, receipt of which is acknowledged.

SAID PROXIES WILL VOTE THIS PROXY AS DIRECTED,  OR IF NO DIRECTION IS INDICATED,
FOR ALL PROPOSALS.

- --------------------------------------------------------------------------------
  PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE DO NOT FOLD,
                                          STAPLE OR MUTILATE CARD.
- --------------------------------------------------------------------------------


HAS YOUR ADDRESS CHANGED?
- --------------------------------------------------------------------------------



<PAGE>



[X]  PLEASE MARK VOTES
     AS IN THIS EXAMPLE



- ----------------------------------------------------

        LIBERTY ALL-STAR GROWTH FUND, INC.

- ----------------------------------------------------

Mark                                        box at  right if an  address  change
                                            has been noted on the  reverse  side
                                            of this card. [ ]

CONTROL NUMBER:
RECORD DATE SHARES:


Please sign exactly as your name(s) appear(s) above. Corporate proxies should be
signed by an authorized officer.

- -----------------------
Date

- -------------------------------------
Shareholder sign here

- -------------------------------------
Co-owner sign here


To elect two Directors of the Fund

         (01) Richard W. Lowry
         (02) Joseph R. Palombo

For All Nominees      Withhold      For All Except
       [ ]               [ ]              [ ]

NOTE: If you do not wish your shares voted "FOR" one of the  nominees,  mark the
"FOR ALL EXCEPT" box and strike a line  through  the name of the  nominee.  Your
shares will be voted "For" the other nominee.

2.       To approve the Fund's Portfolio Management Agreement with TCW
Investment Management Company.

       For             Against          Abstain
       [ ]               [ ]              [ ]

3. To ratify the selection by the Board of Directors of
PricewaterhouseCoopers LLP as the Fund's independent auditors for the
year ending December 31, 2001.

       For             Against          Abstain
       [ ]               [ ]              [ ]

4.  In their discretion, upon such other business as may properly come
before the Meeting.






                       LIBERTY ALL-STAR GROWTH FUND, INC.
                              Federal Reserve Plaza
                               600 Atlantic Avenue
                        Boston, Massachusetts 02210-2214
                                 (617) 722-6036

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


                                 April 18, 2001

To the Shareholders of Liberty All-Star Growth Fund, Inc.:


         NOTICE IS HEREBY GIVEN that the 2001 Annual Meeting of  Shareholders of
Liberty  All-Star  Growth Fund, Inc. (the "Fund") will be held in Room AV-1, 3rd
Floor,  Federal Reserve Plaza, 600 Atlantic Avenue,  Boston,  Massachusetts,  on
April 18,  2001 at 11:00  a.m.,  Boston  time.  The purpose of the Meeting is to
consider and act upon the following matters:


1.   To elect two Directors of the Fund.

2.   To approve the Fund's Portfolio  Management Agreement with TCW Investment
     Management Company.

3.   To ratify the selection by the Board of Directors of PricewaterhouseCoopers
     LLP as the Fund's  independent  accountants  for the year ending
     December 31, 2001.

4.   To transact such other  business as may properly come before the Meeting or
     any adjournments thereof.

         The Board of  Directors  has fixed the close of business on February 1,
2001 as the record date for the  determination  of the  shareholders of the Fund
entitled to notice of, and to vote at, the Meeting and any adjournments thereof.

By order of the Board of Directors


William J. Ballou, Secretary

<PAGE>


           YOUR VOTE IS IMPORTANT--PLEASE RETURN YOUR PROXY PROMPTLY.

         YOU ARE CORDIALLY  INVITED TO ATTEND THE MEETING.  WE URGE YOU, WHETHER
OR NOT YOU EXPECT TO ATTEND  THE  MEETING IN PERSON,  TO  INDICATE  YOUR  VOTING
INSTRUCTIONS  ON THE  ENCLOSED  PROXY,  DATE AND SIGN IT,  AND  RETURN IT IN THE
ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. WE ASK
YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY.

   YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ALL OF THE PROPOSALS.


February __, 2001

<PAGE>


                       LIBERTY ALL-STAR GROWTH FUND, INC.
                                 PROXY STATEMENT

                         Annual Meeting of Shareholders

                                 April 18, 2001

         This Proxy Statement is furnished in connection  with the  solicitation
of proxies on behalf of the Board of Directors of Liberty  All-Star Growth Fund,
Inc. (the "Fund") to be used at the Annual Meeting of  Shareholders  of the Fund
to be held on April 18, 2001 at 11:00 a.m.  Boston time in Room AV-1, 3rd Floor,
Federal Reserve Plaza, 600 Atlantic Avenue,  Boston,  Massachusetts,  and at any
adjournments thereof (such meeting and any adjournments being referred to as the
"Meeting").

         The  solicitation  of  proxies  for use at the  Meeting  is being  made
primarily by the mailing on or about March 13, 2001 of this Proxy  Statement and
the  accompanying  proxy.  Supplementary  solicitations  may be  made  by  mail,
telephone, telegraph or personal interview by officers and Directors of the Fund
and officers and  employees of its manager,  Liberty  Asset  Management  Company
("Liberty  Asset  Management")  and its  affiliates.  In addition,  the Fund has
retained Corporate Investor Communications,  Inc. to coordinate the distribution
of proxy  material to, and to solicit the return of proxies  from,  individuals,
banks,   brokers,   nominees  and  other  custodians  at  a  fee  of $5,000 plus
out-of-pocket  expenses.  Authorization  to execute proxies may be obtained from
shareholders through telephonically or electronically  transmitted instructions.
The  expenses in  connection  with  preparing  this Proxy  Statement  and of the
solicitation  of proxies for the Meeting will be paid by the Fund. The Fund will
reimburse   brokerage   firms  and  others  for  their  expenses  in  forwarding
solicitation  material to the beneficial owners of shares.  This Proxy Statement
is accompanied by the Fund's 2000 Annual Report to Shareholders.

         The Meeting is being held to vote on the matters described below.


PROPOSAL 1.  ELECTION OF DIRECTORS

         The Fund's Board of Directors is divided into three  classes,  each of
which serves for three years.  The term of office of one of the classes  expires
at the final  adjournment  of the Annual  Meeting of  Shareholders  (or  special
meeting in lieu thereof) each year.  If the enclosed proxy is returned, the
enclosed proxy will be voted for the  election of Richard W. Lowry and
Joseph R.  Palombo as the  Directors  to hold  office  until the final
adjournment  of the  Annual Meeting of Shareholders  for the year 2004
(or special meeting in lieu thereof). Messrs.  Lowry and  Palombo  have
served as  Directors  since  August,  1986 and October, 2000,  respectively.
Each of them has consented to serve as a Director following the Meeting if
elected, and is expected to be able to do so. If either
of Messrs.  Lowry or Palombo is unable or  unwilling to do so at the time of the
Meeting,  proxies  will be  voted  for  such  substitute  as the  Directors  may
recommend  (unless  authority  to vote for the  election of  Directors  has been
withheld).

         Information about the nominees for election as a Director follows:

                             Principal Occupation During           Fund Shares
Name/Age and Address         Past Five Years                       Owned(1)
- --------------------         ---------------------------           -----------


Richard W. Lowry             Private Investor since August 1987
(Age 64)                     (formerly Chairman and Chief
10701 Charleston Drive       Executive Officer, U.S. Plywood
Vero Beach, FL 32963         Corporation (building products
                             manufacturer)).                         _______(3)

Joseph R. Palombo            Chief Operations Officer of;
(Age 48)(3)                  Mutual Funds, Liberty Financial
One Financial Center         Companies, Inc. since August, 2000;
Boston, MA  02111            Executive Vice President
                             and Director of Liberty Asset
                             Management Company (the Advisor)
                             since April, 1999; Executive Vice
                             President and Chief Administrative
                             Officer  of  Liberty  Funds  Group
                             (LFG) since April, 1999;  Director
                             of    Stein    Roe    &    Farnham
                             Incorporated      (SR&F)     since
                             September 1, 2000;  Trustee of the
                             Stein  Roe  Mutual   Funds   since
                             October,  2000;  Manager  of Stein
                             Roe    Floating    Rate    Limited
                             Liability  Company since  October,
                             2000  (formerly  Vice President of
                             the  Funds  from  April,  1999  to
                             August,  2000 and Chief  Operating
                             Officer,  Putnam Mutual Funds from
                             1994 to 1998).

         The following  Directors continue to serve in such capacity until their
terms of office expire and their successors are elected and qualified:


<PAGE>


                             Principal Occupation During           Fund Shares
Name/Age and Address         Past Five Years                       Owned(1)
- --------------------         ---------------                       -----------

Robert J. Birnbaum           Retired (since January, 1994)            ____
Director, Options Exchange   ; Special Counsel, Dechert,
Board (Age 73) (2)           Price & Rhoads (September,
313 Bedford Road             1988 to December, 1993);
Ridgewood, NJ  07450         President and Chief
                               Operating Officer, New York
                              Stock Exchange, Inc. (May, 1985
                              to June, 1988).  Director,
                              Dresdner RCM Europe Fund
                              (investment company);




James E Grinnell             Private investor (since                  _____
(Age 71)(2)                  November, 1988); President and Chief
2850 South Ocean Blvd.       Executive Officer, Distribution
Palm Beach FL  33480         Management Systems, Inc. (1983
                             to May, 1986); Senior Vice
                             President-Operations,
                             The Rockport Company, importer
                             and distributor of shoes
                             (May, 1986 to November, 1988).

John J. Neuhauser            Academic Vice President and              _____
(Age 57)(2)                  Dean of Faculties since
84 College Road              August, 1999, Boston College
Chestnut Hill, MA 02467-3838 (formerly Dean, Boston
                             College School of Management
                             from September, 1977
                             to September, 1999).

William E. Mayer (Age 60)(5) Managing Partner, Park Avenue            _____
500 Park Avenue              Equity Partners (venture
5th Floor                    capital) since 1998 (formerly Founding
New York, NY 10022           Partner, Development Capital LLC
                             from 1996 to 1998; Dean and
                             Professor, College of Business and
                             Management, University of Maryland
                             from October, 1992 to November,
                             1996); Director, Johns Manville
                             (building products manufacturer);
                             Director, Lee Enterprises
                             (print and on-line media);
                             Director, WR Hambrecht + Co.
                             (financial  service provider);
                             Director, Systech Retail Systems.

- -----------------------
(1) Shows all shares owned beneficially,  directly or indirectly,  on the record
date for the Meeting. Such ownership includes voting and investment control. The
Fund's  Directors  and  officers  as a group  then so owned  less than 1% of the
shares of the Fund outstanding.

(2) Member of the Audit Committee.

(3)  Held by the trustee of a trust of which Mr. Lowry is the sole beneficiary.

(4) "Interested person" of the Fund, as defined in the Investment Company Act of
1940, by reason of his positions  with Liberty  Financial  Companies,  Inc., the
indirect parent of Liberty Asset Management, and its affiliates.

(5) "Interested  person" of the Fund, as defined in the Investment  Company
Act of 1940,  because of his  affiliation  with WR Hambrecht + Co., a registered
broker-dealer.

         The term of office of Messrs.  Birnbaum and Mayer will expire on final
adjournment  of the Annual  Meeting (or special  meeting in lieu thereof) in the
year 2002, and the term of office of Messrs.  Grinnell and Neuhauser will expire
on final  adjournment of the Annual Meeting (or special meeting in lieu thereof)
in the year 2003.  Mesrs Grinnell and Neuhauser have served as Directors since
May 27, 1994 and April 23, 1998,  respectively,  and Messrs.  Birnbaum and Mayer
have served as Directors  since November 6, 1995 and December 17, 1998,
respectively.  At December 31, 2000, Messrs. Birnbaum, Grinnell,  Lowry, Mayer,
Neuhauser and Palombo also served as trustees of Liberty  Funds Trusts I through
VII,  the  umbrella  trusts for an  aggregate  of 49 open-end  funds  managed by
Colonial  Management  Associates,  Inc.  ("Colonial"),  or other  affiliates  of
Liberty Asset Management,  nine closed-end funds managed by Colonial and Liberty
Variable  Investment  Trust, the umbrella trust for 17 open-end funds managed by
Colonial  or its  affiliates  that serve as  investment  vehicles  for  variable
annuities  and variable life  insurance  products,  (collectively,  the "Liberty
Funds").  Effective  December 27, 2001,  trustees of Liberty Floating Rate Fund,
the Stein  Roe  Floating  Rate  Limited  Liability  Company,  Liberty-Stein  Roe
Institutional  Floating  Rate Income fund,  and the  following  open-end  mutual
funds:  4  series  of  Liberty-Stein   Roe  Funds  Income  Trust,  4  series  of
Liberty-Stein  Roe Funds Municipal Trust, 12 series of  Liberty-Stein  Roe Funds
Investment Trust, 4 series of Liberty-Stein Roe Advisor Trust, 1 series of Stein
Roe Trust, 12 portfolios of SR&F Base Trust,  and 5 series of Stein Roe Variable
Investment Trust (collectively  referred to as the "Stein Roe Funds").

As of the shareholder meeting on December 27, 2000, the Liberty Fund Complex
and the SteinRoe funds were merged into one Fund Complex. Effective on
December 27, 2000, the Trustees  serve as Trustees for all the Funds in both
the Liberty  Funds and the Stein Roe Funds.

In addition, Messrs. Lowry, Palombo, Neuhauser and Mayer served
as a trustee of Liberty Funds Trust IX, the umbrella trust for Liberty  All-Star
Growth and Income Fund, an open-end  multi-managed fund managed by Liberty Asset
Management,  and served as a director of Liberty  All-Star Growth Fund,  another
closed-end  multi-manager  fund managed by Liberty Asset Management (these funds
and the Fund  collectively  referred  to as the  "Liberty  All-Star  Funds."  On
January 25, 2001, the  shareholders  of Liberty  All-Star Growth and Income Fund
voted to approve the  acquisition of Liberty  All-Star Growth & Income Fund. The
acquistion was effective on February 9, 2001.

         During 2000 the full Board of Directors of the Fund held four meetings,
and the  Audit  Committee met three  times.  With  the  exception of Mr.
Palombo who was  elected as a Trustee on October 25,  2000,  all  Trustees  were
present at all meetings.

         The Audit Committee makes  recommendations  to the full Board as to the
firm of independent accountants to be selected, reviews the methods, scope and
results of audits and fees charged by such  accountants,  and reviews the Fund's
internal  accounting  procedures  and  controls.  The Fund has no  nominating or
compensation  committee.



         The  Fund  has  an  Audit  Committee  comprised  of  only  "Independent
Trustees" (as defined in the regulations of the New York Stock Exchange  (NYSE))
who are also not "interested  persons" (as defined in the Investment Company Act
of  1940).  The  Audit  Committee   reviews   financial   statements  and  other
audit-related  matters as they arise  throughout the year.  The Audit  Committee
makes  recommendations  to  the  full  Board  as  to  the  firm  of  independent
accountants to be selected.  In making its recommendations,  the Audit Committee
reviews the nature and scope of the services to be provided.

         In discharging  its oversight  responsibility  as to the audit process,
the Audit Committee discussed and reviewed with management the audited financial
statements  for the last fiscal  year.  The Audit  Committee  also  reviewed the
non-audit  services to be provided by the independent  auditors of the Fund. The
independent auditors,  PricewaterhouseCoopers  LLP, discussed with the Board the
matters  required to be discussed by Statement on Auditing  Standards No. 61. In
addition,  the Audit Committee  obtained from the independent  auditors a formal
written statement  consistent with Independence  Standards Board Standard No. 1,
"Independence  Discussions with Audit Committees,"  describing all relationships
between the auditor and the Fund that might bear on the auditor's  independence.
The  Audit   Committee  also  discussed  with  the   independent   auditors  any
relationships  that may impact their  objectivity and independence and satisfied
itself as to the  auditors'  independence.  The  Board  also  reviewed  the fees
charged by such accountants for the various  services  provided and reviewed the
Fund's internal accounting procedures and controls.

         The Board of Trustees  has adopted a written  charter  which sets forth
the Audit  Committee's  structure,  duties and powers,  and methods of operation
which is attached  hereto as Appendix B. Each member of the Audit Committee must
be  financially  literate  and at least one member  must have  prior  accounting
experience or related financial management expertise.  The Board of Trustees has
determined,  in accordance  with  applicable  regulations of the NYSE, that each
member of the Audit Committee is financially  literate and has prior  accounting
experience  or  related  financial  management  expertise.  The Audit  Committee
members for 2000 were  Messrs.  Birnbaum,  Grinnell,  Lowry and  Neuhauser.  All
members  of the Audit  Committee  meet the  independence  standards  of the NYSE
listing standards.

FEES PAID TO INDEPENDENT AUDITORS

A.  AUDIT FEES
For the audit of the Fund's  annual  financial  statements  for the fiscal  year
ended   December   31,   2000   the  Fund   paid  or   accrued   $20,700   to
PricewaterhouseCoopers LLP.

B.  FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
For the fiscal year ended December 31, 2000, the Fund,  Liberty Asset Management
and entities  controlling,  controlled  by or under common  control with Liberty
Asset Management  which provide  services to the Fund paid or accrued  aggregate
fees of $________ for financial  information  systems design and  implementation
services by PricewaterhouseCoopers LLP.

C.  ALL OTHER FEES
For the fiscal year ended December 31, 2000, the Fund,  Liberty Asset Management
and entities  controlling,  controlled  by or under common  control with Liberty
Asset  Management  which provide services to the Fund were billed aggregate fees
of $________ for all other services provided by PricewaterhouseCoopers LLP.




Compensation

         Beginning January 1, 1999, the aggregate of the fees  paid to the
Directors by the Liberty All-Star Funds that have the same Board of Trustees or
Directors and hold their meetings  concurrently, consists of Directors fees of
$125,000 per annum, assuming a minimum of four meetings are held and all
meetings are  attended.  One-third of the retainer and the fees for concurrently
held meetings will be allocated among the Fund and the two other funds on a per
fund basis,  and the remaining two thirds will be allocated among the three
funds based on their net assets.

         The following  table shows,  for the calendar  year ended  December 31,
2000, the compensation received from the Fund by each current Director,  and the
aggregate  compensation  paid to each current Director for service on the Boards
of Directors of the Fund and the Liberty  All-Star Funds. The Fund has no bonus,
profit sharing or retirement plans.

                                                         Total Compensation from
                                                         the Liberty All-Star
                        Aggregate Compensation           Funds
Name                    from the Fund
- ----                    ----------------------           --------------------

Robert J. Birnbaum            $5,002                           $25,000
John V. Carberry (6)             0                                 0
James E. Grinnell             $5,002                          $127,000
Richard W. Lowry              $5,002                          $124,000
William E. Mayer              $5,002                          $125,000
John J. Neuhauser             $5,002                          $126,210
Joseph R. Palombo (7)             0                                 0

(6) Retired  as  Trustee  of the  Fund on  August  4,  2000  and did not
receive compensation because he was an affiliated Trustee and employee of LFC.

(7) Does not receive compensation because he is an affiliated Trustee and
employee of LFC

Trustees and Trustees' Fees

The following  table shows,  for the calendar year ended  December 31, 2000, the
compensation received from the Liberty Funds by the Trustees.  The Liberty Funds
have no bonus, profit sharing or retirement plans.

Name                               Total Compensation From Liberty Funds

Robert J. Birnbaum (8)                                  $0
James E. Grinnell(9)                               102,000
Richard W. Lowry                                    99,000
Salvatore Macera                                    98,000
William E. Mayer                                   100,000
John J. Neuhauser                                  101,210
Joseph R. Palombo(10)                                N/A

(1) Retired as Trustee of Liberty Funds On December 31, 1999.

(2) Resigned as Trustee of the Liberty Funds on December 27, 2000.

(3) Does not receive compensation because he is an affiliated Trustee amd
    employee of LFC

Officers


         The following are the executive officers of the Fund.

<TABLE>
<CAPTION>
<S>                         <C>                       <C>
                                                      Principal Occupation
Name/Age and Address        Position with Fund        During Past Five Years
- --------------------        ------------------        ----------------------

Joseph R. Palombo           Chairman of the Board     Chief Operations
(Age 48)                                              Officer of Mutual Funds, Inc.
Liberty Funds Group                                  Liberty Financial Companies
 One Financial Center                                 Inc. (LFC) since August, 2000;
Boston, MA  02110                                    Executive Vice President and
                                                     Director of Colonial since
                                                      April, 1999; Executive
                                                      Vice President and Chief
                                                      Administrative Officer of
                                                      LFG since April, 1999;
                                                      Director of SR&F
                                                      since September 1, 2000;
                                                      Trustee and Chairman
                                                      of the Board of the Stein
                                                      Roe Funds since October,
                                                      2000; Manager of Stein
                                                      Roe Floating Rate
                                                      Limited Liability Company
                                                      since October, 2000
                                                      (formerly Vice President
                                                      of the Funds from
                                                      April, 1999 to August,
                                                      2000 and Chief
                                                      Operating Officer,
                                                      Putnam Mutual Funds
                                                      from 1994 to 1998).


William R. Parmentier, Jr.  President, Chief          President and Chief Executive Officer (since
(Age 48)                     Executive Officer         June, 1998) and Chief Investment Officer (since
Liberty Asset               and Chief Investment      May, 1995), Senior Vice President (May, 1995 to
 Management Company         Officer                   June, 1998), Liberty Asset Management; Consultant
Federal Reserve Plaza                                 (October, 1994 to May, 1995); President, GQ Asset
600 Atlantic Avenue                                   Management, Inc. (July, 1993 to October, 1994);
Boston, MA  02210                                     Assistant Treasurer, Grumman Corporation
                                                      (December, 1974 to July, 1993).
</TABLE>



<PAGE>


<TABLE>
<CAPTION>
<S>                         <C>                       <C>
                                                      Principal Occupation
Name/Age and Address        Position with Fund        During Past Five Years
- --------------------        ------------------        ----------------------

Kevin M. Carome             Executive Vice            Executive Vice President of Liberty Funds and of
(Age 44)                    President                 the Liberty All-Star Funds since October 2000;
Liberty Funds Group                                   Executive Vice President of the Stein Roe Mutual
One Financial Center                                  Funds since May 1999 (formerly Vice President
Boston, MA  02111                                     from April, 1998 to May 1999, Assistant Secretary
                                                      from April, 1998 to February 2000 and
                                                      Secretary from February 2000 to
                                                      May 2000); Chief Legal Officer of
                                                      LFC since August 2000; Senior Vice President,
                                                      Legal since January 1999 of LFG;
                                                      Associate General Counsel and Vice
                                                      President of LFC through January,
                                                      1999; Executive Vice President
                                                      and Assistant Secretary of SR&F
                                                      since January 2000 (formerly
                                                      General Counsel and Secretary of
                                                      SR&F from January, 1998 to December, 1999).

Christopher S. Carabell     Vice President            Senior Vice President - Product Development and
(Age 37)                                              Marketing (since January, 1999), Vice President -
Liberty Asset                                         Investments, Liberty Asset Management (March,
 Management Company                                   1996 to January, 1999); Associate Director, U.S.
Federal Reserve Plaza                                 Equity Research, BARRA Rogers Casey, investment
600 Atlantic Avenue                                   consultants (January, 1995 to February, 1996).
Boston, MA  02210

Mark T. Haley               Vice President            Vice President-Investments (since January, 1999),
(Age 36)                                               Director of Investment Analysis (December, 1996 to December, 1998),
Liberty Asset                                         Investment Analyst (January, 1994 to November, 1996),
 Management Company                                   Liberty Asset Management.
Federal Reserve Plaza
600 Atlantic Avenue
Boston, MA 02210

Michael G. Clarke          Controller                 Controller of the Liberty Funds and of the
(Age 31)                                              Liberty All-Star Funds since December, 2000;
Liberty Funds Group                                   Assistant Vice President of Colonial since
One Financial Center                                  August, 1999; Assistant Vice President of LFG
Boston, MA  02111                                     since April, 2000 (formerly Audit Manager from
                                                      May, 1997 to August, 1999, Audit Senior Accountant
                                                      from September, 1995 to May, 1997.

J. Kevin Connaughton       Treasurer                  Treasurer and Chief Financial Officer and Chief
(Age36)                                               Accounting Officer of the Liberty Funds and of
Liberty Funds Group                                   the Liberty All-Star Funds since December, 2000
One Financial Center                                  (formerly Controller and Chief Accounting Officer
Boston, MA  02211                                     of the Funds from February, 1998 to October, 2000);
                                                      Vice President of Colonial since February, 1998
                                                      (formerly Senior Tax Manager, Coopers & Lybrand, LLP
                                                      from April, 1996 to January, 1998; Vice President, 440
                                                      Financial Group/First Data Investor Services Group
                                                      from March, 1994 to April, 1996).

William J. Ballou          Secretary                  Secretary of the Liberty Funds and of the Liberty
(Age 35)                                              All-Star Funds since October, 2000 (formerly
Liberty Funds Group                                   Assistant Secretary from October, 1997 to
One Financial Center                                  October, 2000); Assistant Secretary of the Stein Roe Mutual
Boston, MA 02111                                      Funds since October, 2000
                                                      Vice President, Assistant Secretary and
                                                      Counsel of Colonial since October, 1997;
                                                      Vice President and Counsel since April, 2000,
                                                      and Assistant Secretary since December, 1998
                                                      of LFG (formerly Associate Counsel, Massachusetts
                                                      Financial Services Company from May, 1995 to
                                                      September, 1997).

</TABLE>


     Mr.  Parmentier has served as President,  Chief Executive Officer and Chief
Investment  Officer  since April 29,  1999;  Mr.  Carabell was elected as a Vice
President on April 17, 1997,  and Mr.  Haley was elected as Vice  President  on
April 29, 1999 and Mr. Palombo was elected  Chairman of the Board and Trustee on
October 25, 2000.  Mr. Carome was elected as Executive Vice President on October
25, 2000, Mr. Connaughton was elected Treasurer effective December 13, 2000; Mr.
Clarke was elected Controller onDecember 13, 2000; and Mr. Ballou was elected as
Secretary on October 25, 2000. Messrs. Ballou, Clarke, and Connaughton hold the
same  offices with the Liberty  Funds  Complex and Messrs. Carabell,  Haley and
Parmentier  hold the same offices with Liberty  All-Star Equity Fund and Liberty
Funds Trust IX. Each  officer of the Fund serves at the pleasure of the Board of
Directors.

Required Vote

     A plurality of the votes cast at the Meeting,  if a quorum is  represented,
is required for the election of each Director.

PROPOSAL 2.  TO APPROVE PORTFOLIO MANAGEMENT AGREEMENT WITH TCW INVESTMENT
             MANAGEMENT COMPANY.

Background - The Multi-Manager Methodology

         The Fund allocates its portfolio assets on an approximately equal basis
among a number of independent investment management firms ("Portfolio Managers")
recommended  by Liberty Asset  Management,  currently  three in number,  each of
which employs a different investment style, and from time to time rebalances the
portfolio among the Portfolio Managers so as to maintain an approximately  equal
allocation  of the  portfolio  among  them  throughout  all market  cycles.  The
Portfolio Managers  recommended by Liberty Asset Management represent a blending
of  different  styles  which,  in its  opinion,  is  appropriate  for the Fund's
investment  objective.   Liberty  Asset  Management  continuously  analyses  and
evaluates the  investment  performance  and  portfolios of the Fund's  Portfolio
Managers and from time to time recommends changes in the Portfolio Managers.

New Portfolio Manager

         Effective May 1, 2000, TCW Investment Management Company (TCW),
replaced Oppenhiemer Capital; a Portfolio Manager since June, 1994. Under the
terms of an exemptive order issued to the Fund and Liberty Asset Management by
the Securities and Exchange Commission, the Fund may enter into a portfolio
management agreement with a new or additional Portfolio Manager recommended  by
Liberty Asset Management, in advance of shareholder approval, or enter into a
new portfolio management agreement with a Portfolio Manager or its successor,
provided that the new agreement is at a fee no higher than, and is on other
terms and conditions substantially similar to, the Fund's agreements with its
other Portfolio Managers, and that its continuance is subject to approval by
shareholders  at the Fund's next  annual  meeting.  Accordingly,  the Fund's new
portfolio management agreement with TCW is being submitted for shareholder
approval at the Meeting.

         TCW's investment style is to invest in mid capitalization growth
companies.  Liberty  Asset  Management  in  early  2000 determined to recommend
the  replacement of Oppenheimer Capital with another Portfolio Manager with an
investment style focusing more on a growth-oriented  style.  Liberty Asset
Management first analyzed information regarding the personnel, investment
process and performance of a large number of investment management firms
practicing such an investment style, ultimately reducing the number of potential
candidates to four. Liberty Asset Management then analyzed the four candidates
in terms of their historic returns,  volatility and portfolio  characteristics
when combined with those of the Fund's two other Portfolio Managers. In making
its recommendation, the Board has relied upon and given equal consideration to
each of the factors  presented to them by Liberty Asset Management. Based on the
foregoing and on Liberty Asset Management's qualitative analysis, Liberty Asset
Management recommended, and the Board  of  Directors on  April 26, 2000,
approved, the  termination  of  the  Fund's portfolio  management  agreement
 with Oppenheimer  Capital and its replacement with TCW, effective May 1,2000.

     TCW a wholly-owned subsidiary of The TCW Group, Inc, (TCW Group) located at
865 South Figueroa Street, Los Angeles, California  90017, was established in
1971.  TCW  Group's  direct and  indirect subsidiaries,  including TCW,
provide a variety of trust,  investment management and investment advisory
services.  Ownership of the TCW Group lies approximately 95% with employees and
5% with the directors.  Robert A. Day, who is Chairman of the Board of Directors
of TCW Group may be deemed to be a control person of TCW, by virtue of the
aggregate ownership by Mr. Day and his family of more than 25% of the
outstanding voting stock of the TCW Group.

         Reference is made to MANAGEMENT - Portfolio  Transactions and Brokerage
below for the direction by the Fund's Portfolio Managers,  includingTCW, of Fund
portfolio  transactions to  broker-dealers  that make certain research  services
available to Liberty Asset Management.

         Under the terms of an  exemptive  order  issued to the Fund and Liberty
Asset  Management by the  Securities and Exchange  Commission,  the Fund may, in
advance of shareholder approval, enter into a new portfolio management agreement
with a Portfolio  Manager or its successor  following a change in control of the
Portfolio  Manager,  provided that the new agreement is at a fee no higher than,
and is on other  terms and  conditions  substantially  similar  to,  the  Fund's
agreements  with its  other  Portfolio  Managers,  and that its  continuance  is
subject  to  approval  by  shareholders  at  the  Fund's  next  annual  meeting.
Accordingly,  the Fund's new portfolio  management  agreement  with TCW is being
submitted for shareholder approval at the Meeting.

Terms of Portfolio Management Agreement with TCW

         The portfolio  management  agreement  with TCW is at the same fee rates
and is on other  terms  and  conditions  substantially  similar  to those of the
portfolio management  agreements with the Fund's two other Portfolio Managers. A
copy of the portfolio  management  agreement  with TCW is attached to this proxy
statement as Appendix A.

        Under  the  Fund's  portfolio  management  agreements  (including  that
withTCW),   each  Portfolio  Manager  has  discretionary   investment  authority
(including  the selection of brokers and dealers for the execution of the Fund's
portfolio  transactions)  with  respect  to the  portion  of the  Fund's  assets
allocated to it by Liberty Asset  Management  from time to time,  subject to the
Fund's investment objective and policies,  to the supervision and control of the
Directors,  and to  instructions  from Liberty Asset  Management.  The Portfolio
Managers are required to use their best  professional  judgment in making timely
investment decisions for the Fund. The Portfolio Managers,  however, will not be
liable for actions  taken or omitted in good faith and believed to be within the
authority conferred by their portfolio management agreements and without willful
misfeasance, bad faith or gross negligence.

     From the fund management fees it receives from the Fund (0.80% per annum of
the Fund's  average  weekly net asset value up to $300 million,  and up to 0.72%
per  annum of the  Fund's  average  weekly  net  asset  value in  excess of $300
million).  Liberty  Asset  Management  pays each  Portfolio  Manager a quarterly
portfolio  management  fee at the rate of .10% (.40%  annually) of the Portfolio
Manager's  Percentage  (as  defined in  Schedule C of Appendix B) of the average
weekly net assets of the Fund up to and including $300 million, and 0.09% (0.36%
annually) of the Portfolio Manager's Percentage of the average weekly net assets
of the Fund exceeding $300 million.  "Portfolio Manager's  Percentage" means the
percentage  obtained by dividing the average weekly net assets of the portion of
the Fund's assets assigned to that Portfolio  Manager by the total of the Fund's
average  weekly net assets.  For the fiscal year ended  December 31,  2000,  TCW
received  $________  for its  portfolio  management  services to the Fund. As of
December 31, 2000, the Fund's net assets were $____________

         If approved by  shareholders at the Meeting,  the Portfolio  Management
Agreement  with TCW will remain in effect until July 31, 2001, and will continue
thereafter until terminated by the Fund or the Portfolio Manager,  provided such
continuance is approved at least annually by the Board of Directors, including a
majority of the  independent  Directors,  or by the vote of a  "majority  of the
outstanding  voting  securities"  (as defined under  Required Vote below) of the
Fund.

Required Vote

         Approval of the portfolio  management  agreement  with TCW requires the
affirmative  vote of a "majority of the  outstanding  voting  securities" of the
Fund,  which,  under the Investment  Company Act of 1940,  means the affirmative
vote of the lesser of (a) 67% or more of the  shares of the Fund  present at the
Meeting  or  represented  by  proxy  if the  holders  of  more  than  50% of the
outstanding  shares are present or represented by proxy, or (b) more than 50% of
the outstanding shares. See INFORMATION ABOUT THE MEETING below.

         In the event  that the  shareholders  of the Fund fail to  approve  the
portfolio management agreement with TCW, the agreement will terminate
and Liberty Asset  Management will cause the portfolio  assets under
 management by TCW to be reallocated to one or more of the other Portfolio
Managers or invested in money market  instruments or other cash equivalent
holdings pending the reappointment of TCW or the appointment of a new Portfolio
 Manager.

         The Board of Directors  unanimously  recommends  that the  shareholders
vote FOR approval of the portfolio management agreement with TCW.

PROPOSAL 3.  RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

         By  vote  of  the  Board  of  Directors,  including  the  vote  of  the
non-interested  Directors,  the  firm of  PricewaterhouseCoopers  LLP  has  been
selected as independent accountants for the Fund for the year ending December
31, 2001. Such selection is being submitted to the shareholders for
ratification.  The employment of PricewaterhouseCoopers LLP is conditioned on
the right of the Fund by majority vote of its shareholders to terminate such
employment.  Such firm has acted as independent accountants for the Fund since
September 30, 1999.  Prior to September 30, 1999, KPMG Peat Marwick LLP, acted
as  independent accountants for the Fund since its commencement of operations in
1985.

         The services provided by the Fund 's independent accountants include
examination of its annual financial  statements,  assistance and consultation in
connection with Securities and Exchange  Commission  filings,  and review of the
Fund   's   annual    federal   income   tax   returns.    Representatives    of
PricewaterhouseCoopers  LLP are expected to be present at the  Meeting,  will be
given the  opportunity  to make a statement if they should so desire and will be
available to respond to appropriate questions.

         On January 14, 1999,  PricewaterhouseCoopers LLP consented to the entry
of an order of the Securities and Exchange Commission ("SEC") censuring the firm
for violations of the  independence  rules related to client stock  ownership by
certain    individuals   of   the   firm   and   persons    related   to   them.
PricewaterhouseCoopers  LLP also  agreed to  establish a $2.5  million  fund for
programs to further awareness and education throughout the accounting profession
related  to  the   independence   requirements  of  public   accounting   firms.
PricewaterhouseCoopers LLP also has agreed to implement a comprehensive internal
program of  training  and  compliance  systems  and audits  designed  to prevent
similar violations in the future.

Required Vote

         A  majority  of  the  votes  cast  at  the  Meeting,  if  a  quorum  is
represented,  is required for the  ratificiation of selection of the independent
auditors.

OTHER BUSINESS

         The Board of Directors  knows of no other business to be brought before
the Meeting.  However, if any other matters properly come before the Meeting, it
is the  intention  of the  Board  that  proxies  that  do not  contain  specific
instructions  to the contrary will be voted on such matters in  accordance  with
the judgment of the persons designated therein as proxies.

MANAGEMENT

         Liberty Asset Management,  600 Atlantic Avenue,  Boston,  Massachusetts
02210,  is  the  Fund's  manager.   Liberty  Asset  Management  is  an  indirect
wholly-owned  subsidiary  of LFC,  the  address  of which  is also 600  Atlantic
Avenue,  Boston,  Massachusetts 02210.  Approximately 72% of the common stock of
LFC is owned through  subsidiaries by Liberty Mutual Insurance Company,  Boston,
Massachusetts,  and the balance is held by the public and listed on the New York
Stock Exchange. Liberty Asset Management's Chief Executive Officer is William R.
Parmentier (see PROPOSAL 3 - Officers),  and its Board of Directors is comprised
of William R. Parmentier, President, Chief Executive Officerand Chief Investment
Officer,  Liberty Asset Management and President of the Fund,  Joseph R. Palombo
Chairman of the Board and Director of the Fund, and J. Andrew Hilbert, an
officer of LFC. Pursuant to its Fund Management Agreement with the Fund, Liberty
Asset Management implements and operates the Fund's multi-manager methodology
described under PROPOSAL 2 above and has overall supervisory responsibility for
the general  management  and  investment  of the Fund 's  securities  portfolio,
subject to the Fund 's investment  objective and policies and any  directions of
the  Directors.  Liberty Asset  Management  recommends to the Board of Directors
multiple independent investment management firms (currently three in number) for
appointment as Portfolio Managers of the Fund, each of which employs a different
investment  style,  and from time to time rebalances the Fund's  portfolio among
the Portfolio  Managers so as to maintain an  approximately  equal allocation of
the portfolio  among the  investment  styles  practiced by them  throughout  all
market cycles. Liberty Asset Management  continuously analyses and evaluates the
investment  performance and portfolios of the Fund's Portfolio Managers and from
time to time recommends changes in the Portfolio Managers.  On November 1, 2000,
LFC, an intermediate parent of the advisor, announced that it had retained CS
First Boston to help explore strategic alternatives, including the possible
sale of Liberty Financial.

         Liberty Asset Management is also responsible  under the Fund Management
Agreement for the provision of  administrative  services to the Fund,  including
the provision of office space,  shareholder  and  broker-dealer  communications,
compensation  of all  officers  and  employees  of the Fund who are  officers or
employees of Liberty Asset  Management or its  affiliates,  and  supervision  of
transfer agency,  dividend disbursing,  custodial and other services provided by
others. Certain of Liberty Asset Management's administrative responsibilities to
the Fund have been delegated to its affiliate,  Colonial Management  Associates,
Inc., One Financial Center, Boston,  Massachusetts 02111. For its administrative
services the Fund pays  Liberty  Asset  Management  an annual fee at the rate of
0.20% of the Fund's average weekly net asset value up to $300 million,  0.18% of
such average  weekly net asset value exceeding $300 million.

         Under  the  Fund's  portfolio  management  agreements,  each  Portfolio
Manager has  discretionary  investment  authority with respect to the portion of
the Fund's assets allocated to it by Liberty Asset Management from time to time,
subject to the Fund's investment objective and policies,  to the supervision and
control of the Directors, and to instructions from Liberty Asset Management. The
Portfolio  Managers  are  required  to use their best  professional  judgment in
making  timely  investment  decisions  for the  Fund.  The  Portfolio  Managers,
however,  will not be liable  for  actions  taken or  omitted  in good faith and
believed to be within the  authority  conferred  by their  portfolio  management
agreements and without willful misfeasance, bad faith or gross negligence.

         The names and addresses of the Fund's current  Portfolio  Managers,
including TCW, are as follows:

         William Blair & Company, L.L.C.     M.A. Weatherbie & Co., Inc.
         222 West Adams Street               265 Franklin Street
         Chicago, IL  60606                  Boston, MA 02110

         TCW Investment Management cOMPANY
         865 South Figueroa Street
         Los Angeles, CA  90017

Portfolio Transactions and Brokerage

         Each of the Fund's Portfolio  Managers has discretion to select brokers
and dealers to execute portfolio transactions initiated by the Portfolio Manager
for the portion of the Fund's  portfolio  assets  allocated to it, and to select
the  markets  in which  such  transactions  are to be  executed.  The  portfolio
management  agreements  with the Fund provide,  in substance,  that in executing
portfolio   transactions   and  selecting   brokers  or  dealers,   the  primary
responsibility  of the Portfolio Manager is to seek to obtain best net price and
execution for the Fund.

         The  Portfolio  Managers  are  authorized  to  cause  the Fund to pay a
commission to a broker or dealer who provides  research products and services to
the Portfolio  Manager for executing a portfolio  transaction which is in excess
of the amount of  commission  another  broker or dealer  would have  charged for
effecting that transaction. The Portfolio Managers must determine in good faith,
however,  that such  commission  was  reasonable in relation to the value of the
research  products  and  services  provided  to  them,  viewed  in terms of that
particular  transaction  or in terms of all the client  accounts  (including the
Fund) over which the Portfolio Manager exercises  investment  discretion.  It is
possible  that  certain  of  the  services   received  by  a  Portfolio  Manager
attributable  to a particular  transaction  will  primarily  benefit one or more
other  accounts for which  investment  discretion  is exercised by the Portfolio
Manager.

         In addition,  under their portfolio management agreements with the Fund
and Liberty Asset Management,  the Portfolio  Managers,  in selecting brokers or
dealers  to execute  portfolio  transactions  for the Fund,  are  authorized  to
consider (and Liberty Asset Management may request them to consider)  brokers or
dealers  that provide to Liberty  Asset  Management,  directly or through  third
parties,  research products or services such as research reports;  subscriptions
to  financial  publications  and  research  compilations;   portfolio  analyses;
economic reports;  compilations of securities  prices,  earnings,  dividends and
other data;  computer  hardware and software,  quotation  equipment and services
used  for  research;  and  services  of  economic  or  other  consultants.   The
commissions  paid on such  transactions  may  exceed  the  amount of  commission
another  broker  would have charged for  effecting  that  transaction.  Research
products  and  services  made  available  to Liberty  Asset  Management  include
performance and other  qualitative and quantitative  data relating to investment
managers  in general  and the Fund's  Portfolio  Managers  in  particular;  data
relating to the historic performance of categories of securities associated with
particular  investment styles;  mutual fund portfolio and performance data; data
relating to portfolio manager changes by pension plan  fiduciaries;  and related
computer  hardware  and  software,  all of  which  are  used  by  Liberty  Asset
Management  in  connection  with  its  selection  and  monitoring  of  Portfolio
Managers,  the assembly of an  appropriate  mix of  investment  styles,  and the
determination  of overall  portfolio  strategies.  These  research  products and
services may also be used by Liberty Asset  Management  in  connection  with its
management of Liberty  All-Star Equity Fund,  Liberty All-Star Growth and Income
Fund and other multi-managed  clients of Liberty Asset Management.  In instances
where Liberty  Asset  Management  receives  from or through  brokers and dealers
products  or  services  which  are  used  both  for  research  purposes  and for
administrative or other non-research purposes,  Liberty Asset Management makes a
good faith effort to  determine  the relative  proportions  of such  products or
services  which may be  considered as investment  research,  based  primarily on
anticipated usage, and pays for the costs attributable to the non-research usage
in cash.

         Liberty Asset Management from time to time reaches  understandings with
each of the Fund's  Portfolio  Managers as to the amount of the Fund's portfolio
transactions  initiated  by such  Portfolio  Manager  that are to be directed to
brokers  and dealers  which  provide or make  available  research  products  and
services to Liberty Asset  Management  and the  commissions to be charged to the
Fund in  connection  therewith.  These  amounts may differ  among the  Portfolio
Managers  based on the nature of the market for the types of securities  managed
by them and other factors.

         Although the Fund does not permit a Portfolio  Manager to act or have a
broker-dealer  affiliate act as broker for Fund portfolio transactions initiated
by it, the Portfolio Managers are permitted to place Fund portfolio transactions
initiated by them with another Portfolio Manager or its broker-dealer  affiliate
for execution on an agency basis,  provided the  commission  does not exceed the
usual  and  customary  broker's  commission  being  paid to  other  brokers  for
comparable   transactions  and  is  otherwise  in  accordance  with  the  Fund's
procedures  adopted  pursuant to Rule 17e-1 under the  Investment  Company  Act.
During  2000 no Fund  portfolio  transactions  were  placed  with any  Portfolio
Manager or its broker-dealer affiliate

         On February 15, 2000, the Securities and Exchange Commission issued
the Fund exemptive relief from Sections 10(f),  17(a) and 17(e) and
Rule 17e-1 under the Investment Company Act of 1940 to permit (1) broker-dealers
which are, or are affiliated with,  Portfolio  Managers of the Fund to engage in
principal  transactions  with, and provide brokerage  services to, portion(s) of
the Fund  advised  by another  Portfolio  Manager  and (2) the Fund to  purchase
securities either directly from a principal underwriter which is an affiliate of
a  Portfolio  Manager or from an  underwriting  syndicate  of which a  principal
underwriter is affiliated with a Portfolio Manager of the Fund.

INFORMATION ABOUT THE MEETING

         All proxies  solicited  by the Board of  Directors  which are  properly
executed  and  returned in time to be voted at the Meeting  will be voted at the
Meeting  in  accordance  with the  instructions  thereon.  FOR the  election  as
Director of the  nominees  named  under  PROPOSAL1,  FOR  approval of the Fund's
Portfolio Management Agreement with TCW referred to under PROPOSAL 2, and FOR
the ratification of the Board's selection of the Fund's independent accountants
for 2001 referred to under PROPOSAL 3.  Any proxy may be revoked at any time
prior to its use by written notification received by the Fund's Secretary, by
the execution of a later-dated  proxy, or by attending the Meeting and voting in
person.

         Approval  of the  Fund's  Portfolio  Management  Agreement  with TCW
requires the affirmative  vote of a "majority" of the outstanding  shares of the
Fund as defined  under  Proposals.  The election of Directors is by plurality of
votes  cast  at the  Meeting.  Ratification  of  the  selection  of  the  Fund's
independent accountants requires the affirmative vote of a majority of the votes
cast at the Meeting,  a quorum being  present.  Only  shareholders  of record on
February 1, 2001 may vote.

         Abstentions  and  broker  non-votes  will be  counted  as  present  for
purposes  of  determining  whether a quorum is  present.  If a proposal  must be
approved by a percentage of votes cast on the proposal,  abstentions  and broker
non-votes  will not be counted as "votes  cast" on the proposal and will have no
effect  on the  result  of the  vote.  If the  proposal  must be  approved  by a
percentage of shares present at the meeting or of the Fund's outstanding shares,
abstentions  and  broker  non-votes  will have the effect of votes  against  the
proposal.  "Broker  non-votes"  occur  where:  (i) shares are held by brokers or
nominees,  typically in "street name;" (ii)  instructions have not been received
from the beneficial  owners or persons entitled to vote; and (iii) the broker or
nominee does not have discretionary voting power on a particular matter.

         All shareholders of record on February 1, 2001 are entitled to one vote
for each share held.  As of that date  _____shares  of common  stock of the Fund
were issued and  outstanding.  To the  knowledge of the Fund, on the record date
for the  Meeting no  shareholder  owned  beneficially,  as defined by Rule 13d-3
under the Exchange Act, more than 5% of the outstanding shares of the Fund.


         In the event a quorum is present at the Meeting but sufficient votes to
approve any of the above proposals have not been received,  the persons named as
proxies may propose one or more  adjournments  of the Meeting to permit  further
solicitation of proxies.  A shareholder  vote may be taken on one or more of the
proposals  referred to above prior to such  adjournment if sufficient votes have
been received and it is otherwise appropriate. Any such adjournment will require
the  affirmative  vote of a majority of those  shares  present at the Meeting in
person or by proxy.  If a quorum is present,  the persons  named as proxies will
vote those  proxies  which they are  entitled  to vote FOR any such  proposal in
favor of such  adjournment and will vote those proxies  required to be voted for
rejection of such proposal against any such adjournment.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a) of the Exchange  Act requires the Fund 's Directors  and
officers  and persons  who own more than ten  percent of the Fund's  outstanding
shares  and  certain   officers  and  directors  of  Liberty  Asset   Management
(collectively,  "Section 16 reporting persons"), to file with the Securities and
Exchange  Commission ("SEC") initial reports of ownership and reports of changes
in ownership of Fund  shares.  Section 16 reporting  persons are required by SEC
regulations  to furnish  the Fund with  copies of all  Section  16(a) forms they
file. To the Fund 's  knowledge,  based solely on a review of the copies of such
reports  furnished  to the Fund and on  representations  made,  all  Section  16
reporting persons complied with all Section 16(a) filing requirements applicable
to them.

SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS

         Under  the  proxy  rules of the  Securities  and  Exchange  Commission,
shareholder  proposals meeting tests contained in those rules may, under certain
conditions,  be included in the Fund 's proxy  material for a particular  annual
shareholders' meeting.  Under the foregoing proxy rules, proposals submitted for
inclusion in the proxy material for the Annual Meeting for the year 2002 must be
received  by the Fund on or  before  October  26,  2001.  The fact that the Fund
receives a shareholder proposal in a timely manner does not ensure its inclusion
in its proxy  material,  since there are other  requirements  in the proxy rules
relating to such inclusion.

March__, 2001

<PAGE>


                                   Appendix A

                         PORTFOLIO MANAGEMENT AGREEMENT



                                                     May 1, 2000



TCW Investment Management Company
865 South Figueroa Street
Los Angeles, California  90017

         Re:      Portfolio Management Agreement

Ladies and Gentlemen:

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

         Liberty Asset  Management  Company (the "Fund  Manager")  evaluates and
recommends portfolio managers for the assets of the Fund, and is responsible for
the day-to-day administration of the Fund.

         1.  Employment as a Portfolio  Manager.  The Fund being duly authorized
hereby employs TCW Investment  Management Company (the "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.

         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.  In providing
portfolio  management  services to the Portfolio Manager Account,  the Portfolio
Manager shall be subject to the investment objectives, policies and restrictions
of the Fund as set forth in its current Registration Statement under the Act, as
the same may be modified from time to time (the "Registration  Statement"),  and
the investment  restrictions  set forth in the Act and the Rules  thereunder (as
and  to  the  extent  set  forth  in  the  Registration  Statement  or in  other
documentation  furnished  to the  Portfolio  Manager  by the  Fund  or the  Fund
Manager),  to the supervision and control of the Board of Directors 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  which  would cause the  Portfolio  Manager  Account,  treated as a
separate  fund,  to be out  of  compliance  with  any of  such  restrictions  or
policies.

          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.

                  C. The  Portfolio  Manager  shall not  execute  any  portfolio
         transactions  for the  Portfolio  Manager  Account  with  itself or any
         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 except in
         accordance  with SEC Exemptive Order No. 24288 dated February 15, 2000,
         a copy of which has been furnished to the Portfolio  Manager,  and Rule
         17e-1  procedures as approved by the Fund's Trustees from time to time.
         The Fund  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 will vote or direct  the  voting of all
         proxies  solicited by or with respect to the issuers of  securities  in
         which  assets of the  Portfolio  Manager  Account  may be  invested  in
         accordance with authorization provided by the Fund Manager from time to
         time.

         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  from the fund
management fees paid to it by the Fund, 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,  members,  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, coinvestment 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  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 of the Act).

         10.  Confidentiality.  Subject to the duty of the Portfolio 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  has  delivered  to the  Portfolio  Manager  such
         instructions  governing the investment of the Portfolio Manager Account
         as are necessary for the Portfolio Manager to carry out its obligations
         under this Agreement.

                  C. Upon  certification  by the  Portfolio  Manager that it has
         adopted a written code of ethics and procedures reasonably necessary to
         prevent  access  persons,  as  defined  by said  code of  ethics,  from
         violating  the  anti-fraud  provisions of Rule 17j-1 under the Act, the
         Fund will not unreasonably  withhold its approval of the code of ethics
         adopted by the Portfolio  Manager  provided that the Portfolio  Manager
         certifies to the Fund that in all other material respects the Portfolio
         Manager's code of ethics complies with Rule 17j-1.

     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 ("Advisers Act").

                  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
         thereunder,  the records 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  will  adopt  and  maintain  a  written  code of  ethics
         complying with the  requirements  of Rule 17j-1 and submit same and any
         amendments  thereto  promptly  to the  Fund,  but not less  often  than
         annually.  The  Portfolio  Manager  agrees that it will notify the Fund
         within 15 days of  adopting  material  changes  to its code of  ethics.
         While this Agreement is in effect, an officer or general partner of the
         Portfolio Manager shall certify annually to the Fund that the Portfolio
         Manager has  complied  with the  requirements  of Rule l7j-1 during the
         previous year and has procedures reasonably necessary to prevent access
         persons from violating the Portfolio  Manager's  code of ethics.  On an
         annual basis,  the Portfolio  Manager shall provide a written report to
         the Fund  describing  any  issues  arising  under its code of ethics or
         procedures   since  the  last  report  was  so   submitted,   including
         information about material violations of the code or procedures and any
         action taken in response to such  violations.  Upon the written request
         of the Fund, the Portfolio Manager shall permit the Fund to examine the
         reports  required to be maintained by the Portfolio  Manager under Rule
         l7j-l(c)(l).

                  D. Upon request,  the Portfolio  Manager will promptly  supply
         the Fund with any information  concerning the Portfolio Manager and its
         stockholders,  employees and  affiliates  which the Fund may reasonably
         require  in  connection  with  the  preparation  of  its   Registration
         Statement or  amendments  thereto,  proxy  material,  reports and other
         documents  required to be filed under the Act,  the  Securities  Act of
         1933, or other applicable securities laws.

         14.  Amendment.  This Agreement may be amended at any time, but (except
for  Schedules A and B which may be amended by the Fund  Manager  acting  alone)
only by written agreement among the Portfolio Manager,  the Fund Manager and the
Fund, which amendment, other than amendments to Schedules A and B, is subject to
the approval of the Board of Directors and the  Shareholders  of the Fund as and
to the extent required by the Act.

         15. Effective Date; Term. This Agreement shall continue in effect until
July 31, 2001 and shall continue in effect thereafter  provided such continuance
is specifically  approved at least annually by (i) the Fund's Board of Directors
or (ii) a vote of a "majority" (as defined in the Act) of the Fund's outstanding
voting  securities,  provided  that in either  event  such  continuance  is also
approved  by a  majority  of the  Board  of  Directors  who are not  "interested
persons" (as defined in the Act) of any party to this Agreement, by vote cast in
person at a meeting  called  for the  purpose  of voting on such  approval.  The
aforesaid  requirement  that  continuance  of this  Agreement  be  "specifically
approved at least annually"  shall be construed in a manner  consistent with the
Act and the Rules and Regulations thereunder.

         16. Termination. This Agreement may be terminated 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.  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.


                               LIBERTY ALL-STAR GROWTH FUND, INC.

                               By:
                                   --------------------------------------
                                           William J. Ballou
                                   Title:  Secretary

                               LIBERTY ASSET MANAGEMENT COMPANY

                               By:
                                   ---------------------------------------
                                           William R. Parmentier
                                   Title:  President and Chief Executive Officer
ACCEPTED:

TCW INVESTMENT MANAGEMENT COMPANY


By:
    -------------------------------------------------------------------
    Title:  President

SCHEDULES:        A.  Operational Procedures For Portfolio Transactions
                  B.  Record Keeping Requirements
                  C.  Fee Schedule



<PAGE>



                                   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 fifth business day
of each calendar  quarter,  a fee for the previous  calendar quarter at the rate
of:

     .10% (.40%  annually) of the  Portfolio  Manager's  Percentage  (as defined
     below) of the  average  weekly net  assets of the Fund up to and  including
     $300 million; and

     .09% (.36% annually) of the Portfolio  Manager's  Percentage of the average
     weekly net assets of the Fund exceeding $300 million.

         Each  quarterly  payment  set forth above shall be based on the average
weekly net assets during such previous calendar quarter.  The fee for the period
from  the date  this  Agreement  becomes  effective  to the end of the  calendar
quarter in which such  effective  date occurs will be prorated  according to the
proportion  that  such  period  bears to the  full  quarterly  period.  Upon any
termination of this Agreement before the end of a calendar quarter,  the fee for
the part of that  calendar  quarter  during which this  Agreement  was in effect
shall be prorated according to the proportion that such period bears to the full
quarterly  period  and will be  payable  upon the  date of  termination  of this
Agreement. For the purpose of determining fees payable to the Portfolio Manager,
the value of the  Fund's  net assets  will be  computed  at the times and in the
manner specified in the Registration Statement as from time to time in effect.

         "Portfolio  Manager's  Percentage"  means the  percentage  obtained  by
dividing the average weekly net assets in the Portfolio  Manager  Account by the
Fund's average weekly net assets.

<PAGE>
Appendix B


                          LIBERTY ALL-STAR EQUITY FUND
                       LIBERTY ALL-STAR GROWTH FUND, INC.
                             AUDIT COMMITTEE CHARTER

I.       Composition  of the  Audit  Committee.  The  Audit  Committee  shall be
         --------------------------------------
         comprised  of at least  three  directors,  each of whom  shall  have no
         relationship  to Liberty  All-Star  Equity  Fund and  Liberty  All-Star
         Growth Fund, Inc. (the "Funds") that may interfere with the exercise of
         their  independence  from  management and the Fund and shall  otherwise
         satisfy the applicable  membership  requirements under the rules of the
         New York Stock Exchange, Inc.

II.      Purposes  of the Audit  Committee.  The purposes of the Audit Committee
         ---------------------------------
         are to assist the Board of Trustees/Directors:

         1.       in its oversight of the Fund's accounting and financial
                  reporting policies and practices, its internal audit controls
                  and  procedures, and, as appropriate, the internal controls
                  of certain service providers;

         2.       in its oversight of the quality and objectivity of the Fund's
                  financial statements and the independent audit thereof;

         3.       in selecting (or nominating the outside auditors to be
                  proposed for shareholder approval in any proxy  statement),
                  evaluating and, where deemed appropriate, replacing the
                  outside auditors; and

         4.       in evaluating the independence of the outside auditors.

         The function of the Audit  Committee is oversight.  Management  for the
         Fund is responsible for the preparation,  presentation and integrity of
         the Fund's financial statements. Management and its internal accounting
         department are responsible for maintaining  appropriate  accounting and
         financial  reporting  principles and policies and internal controls and
         procedures designed to assure compliance with accounting  standards and
         applicable laws and  regulations.  The outside auditors are responsible
         for planning  and carrying out a proper audit and reviews.  The outside
         auditor  for  the  Fund  is  ultimately  accountable  to the  Board  of
         Trustees/Directors  and  Audit  Committee  of the  Fund.  The  Board of
         Trustees/Directors  and the Audit Committee have the ultimate authority
         and responsibility to select, evaluate and, where appropriate,  replace
         the outside  accountant  (or to nominate the outside  accountant  to be
         proposed for shareholder approval in any proxy statement).

III.     Meetings of the Audit Committee.  The Audit Committee shall meet at
         -------------------------------
         least once annually,  or more frequently if circumstances  dictate. The
         Audit  Committee  shall set its  agenda and the places and times of its
         meetings.  The Audit  Committee may meet alone and outside the presence
         of  management  personnel  with any  certified  public  accountant  and
         auditor firm rendering  reports to the Audit  Committee or the Board of
         Trustees/Directors and with outside legal counsel.

IV.      Duties and Powers of the Audit Committee.  To carry out its purposes,
         ---------------------------------------------
         the Audit Committee shall have the following duties and powers:

         1.       The Audit Committee shall review and discuss the audited
                  financial statements and other financial information with
                  management and the independent auditors for the Fund.

         2.       The Audit Committee shall review and discuss with the
                  independent auditors:

                  a.       the scope of audits and audit reports;

                  b.       the personnel, staffing, qualifications and
                           experience of the auditor;

                  c.       the compensation of the auditor; and

                  d.       the independence of the auditor, regarding which the
                           Audit Committee shall secure from the auditor the
                           information required by Independence Standards Board
                           Standard No. 1. The Audit Committee shall actively
                           engage in a dialogue with the outside auditor with
                           respect to any disclosed relationships or services
                           that may impact the objectivity and independence of
                           the outside auditor.  The Audit Committee also shall
                           be responsible for recommending that the Board of
                           Trustees/Directors take appropriate action in
                           response to the outside auditor's report to satisfy
                           itself of the outside auditor's independence.

         3.       The Audit Committee also shall review and discuss with the
                  independent auditors the matters required to be discussed
                  pursuant to SAS 61, including the following:

                  a.       the quality, not just the acceptability under
                           generally accepted accounting principles, of the
                           accounting principles applied by the Fund in its
                           financial reporting;

                  b.       the level of responsibility assumed by the auditors
                           in the preparation of the audit;

                  c.       the initial selection of and changes in significant
                           accounting policies or their application, and the
                           effect of significant accounting policies in
                           controversial or emerging areas for which there is a
                           lack of authoritative consensus or guidance;

                  d.       the process used by management for the Fund in
                           formulating particularly sensitive accounting
                           estimates and the basis for the auditor's conclusions
                           regarding the reasonableness of those estimates;

                  e.       the auditor's responsibility for other information in
                           documents containing audited financial statements,
                           any procedures performed, and the results;

                  f.       any disagreements with management, whether or not
                           satisfactorily resolved, about matters that
                           individually or in the aggregate could be significant
                           to the entity's financial statements or the auditor's
                           report;

                  g.       any consultations with other accountants and
                           significant matters that were the subject of such
                           consultations;

                  h.       any major issues discussed with management in
                           connection with the initial or recurring retention
                           of the auditor, including the application of
                           accounting principles and auditing standards; and

                  i.       any serious difficulties relating to the performance
                           of the audit that the auditor encountered with
                           management.

         4.       The Audit  Committee  shall  provide a  recommendation  to the
                  Board of  Trustees/Directors  regarding  whether  the  audited
                  financial  statements  of the Fund  should be  included in the
                  annual report to shareholders of the Fund.

         5.       The Audit  Committee  shall prepare the report,  including any
                  recommendation  of the Audit Committee,  required by the rules
                  of the  Securities  and Exchange  Commission to be included in
                  the Fund's annual proxy statement.

         6.       The Audit Committee shall review this charter at least
                  annually and recommend any changes to the full Board of
                  Trustees/Directors; and

         7.       The Audit Committee shall report its activities to the full
                  Board of Trustees/Directors on a regular basis and make such
                  recommendations with respect to the above and other matters as
                  the Audit Committee may deem necessary or appropriate.

V.       Resources and Authority of the Audit Committee.  The Audit  Committee
         ----------------------------------------------
         shall have the  resources and  authority  appropriate  to discharge its
         responsibilities,  including the authority to engage  outside  auditors
         for special audits,  reviews and other procedures and to retain special
         counsel and other experts or consultants at the expense of the Fund.



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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