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<SEC-DOCUMENT>0000021847-01-500073.txt : 20010628
<SEC-HEADER>0000021847-01-500073.hdr.sgml : 20010628
ACCESSION NUMBER:		0000021847-01-500073
CONFORMED SUBMISSION TYPE:	N-2
PUBLIC DOCUMENT COUNT:		4
REFERENCES 429:			811-04537
FILED AS OF DATE:		20010627

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:		N-2
		SEC ACT:		
		SEC FILE NUMBER:	333-63956
		FILM NUMBER:		1668958

	FILING VALUES:
		FORM TYPE:		N-2
		SEC ACT:		
		SEC FILE NUMBER:	811-04537
		FILM NUMBER:		1668959

	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>EX-24
<SEQUENCE>1
<FILENAME>poa.txt
<DESCRIPTION>POWERS OF ATTORNEY
<TEXT>

                         POWER OF ATTORNEY FOR SIGNATURE



The undersigned constitutes William J. Ballou, Suzan M. Barron, Jeremiah J.
Bresnahan, J. Kevin Connaughton, Tracy S. DiRienzo, Ellen Harrington, Kevin S.
Jacobs, Russell L. Kane and Vincent P. Pietropaolo, individually, as my true and
lawful attorney, with full power to each of them to sign for me and in my name,
any and all registration statements and any and all amendments to the
registration statements filed under the Securities Act of 1933 or the Investment
Company Act of 1940 with the Securities and Exchange Commission for the purpose
of complying with such registration requirements in my capacity as a
trustee/director or officer of Liberty All-Star Equity Fund and Liberty All-Star
Growth, Inc. (All-Star Funds). This Power of Attorney authorizes the above
individuals to sign my name and will remain in full force and effect until
specifically rescinded by me.

I specifically permit this Power of Attorney to be filed, as an exhibit to a
registration statement or amendment to a registration statement of the All-Star
Funds, with the Securities and Exchange Commission and I request that this Power
of Attorney then constitutes authority to sign additional amendments and
registration statements by virtue of its incorporation by reference into the
registration statements and amendments for the All-Star Funds.

In witness, I have signed this Power of Attorney on this 27th day of December,
2000.




                                                --------------------------------
                                                         Robert J. Birnbaum




<PAGE>



                         POWER OF ATTORNEY FOR SIGNATURE



The undersigned constitutes William J. Ballou, Suzan M. Barron, Jeremiah J.
Bresnahan, J. Kevin Connaughton, Tracy S. DiRienzo, Ellen Harrington, Kevin S.
Jacobs, Russell L. Kane and Vincent P. Pietropaolo, individually, as my true and
lawful attorney, with full power to each of them to sign for me and in my name,
any and all registration statements and any and all amendments to the
registration statements filed under the Securities Act of 1933 or the Investment
Company Act of 1940 with the Securities and Exchange Commission for the purpose
of complying with such registration requirements in my capacity as a
trustee/director or officer of Liberty All-Star Equity Fund and Liberty All-Star
Growth, Inc. (All-Star Funds). This Power of Attorney authorizes the above
individuals to sign my name and will remain in full force and effect until
specifically rescinded by me.

I specifically permit this Power of Attorney to be filed, as an exhibit to a
registration statement or amendment to a registration statement of the All-Star
Funds, with the Securities and Exchange Commission and I request that this Power
of Attorney then constitutes authority to sign additional amendments and
registration statements by virtue of its incorporation by reference into the
registration statements and amendments for the All-Star Funds.

In witness, I have signed this Power of Attorney on this 27th day of December,
2000.





                                               --------------------------------
                                                       Richard W. Lowry




<PAGE>



                         POWER OF ATTORNEY FOR SIGNATURE



The undersigned constitutes William J. Ballou, Suzan M. Barron, Jeremiah J.
Bresnahan, J. Kevin Connaughton, Tracy S. DiRienzo, Ellen Harrington, Kevin S.
Jacobs, Russell L. Kane and Vincent P. Pietropaolo, individually, as my true and
lawful attorney, with full power to each of them to sign for me and in my name,
any and all registration statements and any and all amendments to the
registration statements filed under the Securities Act of 1933 or the Investment
Company Act of 1940 with the Securities and Exchange Commission for the purpose
of complying with such registration requirements in my capacity as a
trustee/director or officer of Liberty All-Star Equity Fund and Liberty All-Star
Growth, Inc. (All-Star Funds). This Power of Attorney authorizes the above
individuals to sign my name and will remain in full force and effect until
specifically rescinded by me.

I specifically permit this Power of Attorney to be filed, as an exhibit to a
registration statement or amendment to a registration statement of the All-Star
Funds, with the Securities and Exchange Commission and I request that this Power
of Attorney then constitutes authority to sign additional amendments and
registration statements by virtue of its incorporation by reference into the
registration statements and amendments for the All-Star Funds.

In witness, I have signed this Power of Attorney on this 27th day of December,
2000.






                                                --------------------------------
                                                         James E. Grinnell




<PAGE>



                         POWER OF ATTORNEY FOR SIGNATURE



The undersigned constitutes William J. Ballou, Suzan M. Barron, Jeremiah J.
Bresnahan, J. Kevin Connaughton, Tracy S. DiRienzo, Ellen Harrington, Kevin S.
Jacobs, Russell L. Kane and Vincent P. Pietropaolo, individually, as my true and
lawful attorney, with full power to each of them to sign for me and in my name,
any and all registration statements and any and all amendments to the
registration statements filed under the Securities Act of 1933 or the Investment
Company Act of 1940 with the Securities and Exchange Commission for the purpose
of complying with such registration requirements in my capacity as a
trustee/director or officer of Liberty All-Star Equity Fund and Liberty All-Star
Growth, Inc. (All-Star Funds). This Power of Attorney authorizes the above
individuals to sign my name and will remain in full force and effect until
specifically rescinded by me.

I specifically permit this Power of Attorney to be filed, as an exhibit to a
registration statement or amendment to a registration statement of the All-Star
Funds, with the Securities and Exchange Commission and I request that this Power
of Attorney then constitutes authority to sign additional amendments and
registration statements by virtue of its incorporation by reference into the
registration statements and amendments for the All-Star Funds.

In witness, I have signed this Power of Attorney on this 27th day of December,
2000.






                                                --------------------------------
                                                         William E. Mayer




<PAGE>



                         POWER OF ATTORNEY FOR SIGNATURE



The undersigned constitutes William J. Ballou, Suzan M. Barron, Jeremiah J.
Bresnahan, J. Kevin Connaughton, Tracy S. DiRienzo, Ellen Harrington, Kevin S.
Jacobs, Russell L. Kane and Vincent P. Pietropaolo, individually, as my true and
lawful attorney, with full power to each of them to sign for me and in my name,
any and all registration statements and any and all amendments to the
registration statements filed under the Securities Act of 1933 or the Investment
Company Act of 1940 with the Securities and Exchange Commission for the purpose
of complying with such registration requirements in my capacity as a
trustee/director or officer of Liberty All-Star Equity Fund and Liberty All-Star
Growth, Inc. (All-Star Funds). This Power of Attorney authorizes the above
individuals to sign my name and will remain in full force and effect until
specifically rescinded by me.

I specifically permit this Power of Attorney to be filed, as an exhibit to a
registration statement or amendment to a registration statement of the All-Star
Funds, with the Securities and Exchange Commission and I request that this Power
of Attorney then constitutes authority to sign additional amendments and
registration statements by virtue of its incorporation by reference into the
registration statements and amendments for the All-Star Funds.

In witness, I have signed this Power of Attorney on this 27th day of December,
2000.






                                                --------------------------------
                                                        John J. Neuhauser




<PAGE>



                         POWER OF ATTORNEY FOR SIGNATURE



The undersigned constitutes William J. Ballou, Suzan M. Barron, Jeremiah J.
Bresnahan, J. Kevin Connaughton, Tracy S. DiRienzo, Ellen Harrington, Kevin S.
Jacobs, Russell L. Kane and Vincent P. Pietropaolo, individually, as my true and
lawful attorney, with full power to each of them to sign for me and in my name,
any and all registration statements and any and all amendments to the
registration statements filed under the Securities Act of 1933 or the Investment
Company Act of 1940 with the Securities and Exchange Commission for the purpose
of complying with such registration requirements in my capacity as a
trustee/director or officer of Liberty All-Star Equity Fund and Liberty All-Star
Growth, Inc. (All-Star Funds). This Power of Attorney authorizes the above
individuals to sign my name and will remain in full force and effect until
specifically rescinded by me.

I specifically permit this Power of Attorney to be filed, as an exhibit to a
registration statement or amendment to a registration statement of the All-Star
Funds, with the Securities and Exchange Commission and I request that this Power
of Attorney then constitutes authority to sign additional amendments and
registration statements by virtue of its incorporation by reference into the
registration statements and amendments for the All-Star Funds.

In witness, I have signed this Power of Attorney on this 27th day of December,
2000.






                                                --------------------------------
                                                        Joseph R. Palombo



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>N-2
<SEQUENCE>2
<FILENAME>n20601.txt
<DESCRIPTION>RIGHTS OFFERING - 06/01
<TEXT>


    As filed with the Securities and Exchange Commission on June 27, 2001

                                                    1933 Act File No. 333-
                                                    1940 Act File No. 811-4537

                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form N-2
                        (Check appropriate box or boxes)

[X]      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ]      Pre-Effective Amendment No. _________

[ ]      Post-Effective Amendment No._________

                                      and

[X]      REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X]      Amendment No. 13

                        Liberty All-Star Growth Fund, Inc.
         Exact Name of Registrant as Specified in Articles of Incorporation

                   600 Atlantic Avenue, Federal Reserve Plaza
                           Boston, Massachusetts 02210
                     Address of Principal Executive Offices
                     (Number, Street, City, State, Zip Code)

                                 617-722-6000
               Registrant's Telephone Number, including Area Code


           William J. Ballou                         Jeremiah J. Bresnahan
              Secretary                              Bingham Dana LLC
     Liberty All-Star Growth Fund, Inc.              150 Federal Street
        One Financial Center                         Boston, MA 02110
          Boston, MA 02111

           Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement.

If any of the securities  being registered on this form are offered on a delayed
or continuous  basis in reliance on Rule 415 under the  Securities  Act of 1933,
other than securities  offered in connection with a dividend  reinvestment plan,
check the following box. [X]

   It is proposed that this filing will become effective (check appropriate box)

[X] when declared effective pursuant to section 8(c)
[ ] immediately upon filing pursuant to paragraph (b) of Rule 486
[ ] on [date] pursuant to paragraph (b) of Rule 486
[ ] 60 days after  filing  pursuant  to  paragraph  (a) of Rule 486
[_] on(date) pursuant to paragraph (a) of Rule 486

     [_] This  post-effective  amendment  designates a new effective  date for a
         previously filed registration statement.
     [_] The Form is filed to  register  additional  securities  for an offering
         pursuant to Rule 462(b) under the Securities Act and the Securities Act
         registration number of the earlier effective registration statement is
         --------.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICIALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

<PAGE>

<TABLE>
<CAPTION>

                                                PROPOSED                  PROPOSED
TITLE                                           MAXIMUM                   MAXIMUM            AMOUNT OF
OF SECURITIES             AMOUNT                OFFERING PRICE            AGGREGATE          REGISTRATION
BEING REGISTERED          BEING REGISTERED(1)   PER UNIT(1)               OFFERING PRICE(1)  FEE(1)
- ----------------          -------------------   --------------            --------------     -------------
<S>                       <C>                    <C>                     <C>                  <C>
Common Stock              2,137,620              $9.44                   $20,179,132          $5,045

(1)  Estimated solely for the purposes of calculating the Registration fee
     in accordance with Rule 457(c) under the Securities Act of 1933.  Based
     on the average of the high and low sales prices reported on the
     New York Stock Exchange on June 22, 2001.



</TABLE>
<PAGE>
<PAGE>
[LOGO APPEARS
   HERE]

                     _________ RIGHTS FOR __________ SHARES


                       LIBERTY ALL-STAR GROWTH FUND, INC.


                                  COMMON STOCK


     Liberty All-Star Growth Fund, Inc. ("All-Star" or the "Fund") is offering
rights ("Rights") to its shareholders (the "Offer"). These Rights will allow you
to subscribe for new shares of common stock of All-Star. For every eight Rights
that you receive, you may buy one new All-Star share. You will receive one Right
for each outstanding All-Star share you own on _______________, 2001 ("Record
Date"). Fractional shares will not be issued upon the exercise of the Rights.
Accordingly, shares may be purchased only pursuant to the exercise of Rights in
integral multiples of eight. Also, shareholders on the Record Date may purchase
shares not acquired by other shareholders in this Rights offering, subject to
limitations discussed in this prospectus. The Rights are not transferable and
will not be admitted for trading on the New York Stock Exchange. See "The
Offer". THE SUBSCRIPTION PRICE PER SHARE WILL BE 95% OF THE LOWER OF (i) THE
LAST REPORTED SALE PRICE ON THE NEW YORK STOCK EXCHANGE ON _______, 2001 OF A
SHARE OF ALL-STAR, OR (ii) THE NET ASSET VALUE OF A SHARE OF ALL-STAR ON THAT
DATE.

     THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK TIME, ON ___________, 2001
("Expiration Date"). SINCE THE CLOSE OF THE OFFERING ON THE EXPIRATION DATE IS
PRIOR TO THE PRICING DATE, SHAREHOLDERS WHO CHOOSE TO EXERCISE THEIR RIGHTS WILL
NOT KNOW THE SUBSCRIPTION PRICE PER SHARE AT THE TIME THEY EXERCISE SUCH RIGHTS.

     FOR ADDITIONAL INFORMATION, PLEASE CALL GEORGESON SHAREHOLDER
COMMUNICATIONS INC. (THE "INFORMATION AGENT") TOLL FREE AT (888) ________.

     All-Star is a multi-managed diversified, closed-end management investment
company that allocates its portfolio assets on an approximately equal basis
among several independent investment organizations (currently three in number)
("Portfolio Managers") having different investment styles recommended and
monitored by Liberty Asset Management Company, All-Star's fund manager.
All-Star's investment objective is to seek long term capital appreciation. It
seeks its investment objective through investment primarily in a diversified
portfolio of equity securities. An investment in All-Star is not appropriate
for all investors. No assurances can be given that All-Star's objectives will
be achieved. FOR A DISCUSSION OF CERTAIN RISK FACTORS AND SPECIAL
CONSIDERATIONS WITH RESPECT TO OWNING SHARES OF ALL-STAR, SEE "RISK FACTORS AND
SPECIAL CONSIDERATIONS" ON PAGE __ OF THIS PROSPECTUS.

     The address of All-Star is Federal Reserve Plaza, 600 Atlantic Avenue,
Boston, Massachusetts 02210-2214 and its telephone number is 1-800-542-3863.
All-Star's shares are listed on the New York Stock Exchange under the symbol
"ASG".

     All-Star announced the terms of the Offer before the opening of trading on
the New York Stock Exchange on June 21, 2001. The net asset value per share of
common stock of All-Star at the close of business on June 20, 2001 and ______,
2001 was $9.09 and $_____, respectively, and the last reported sale price of a
share on such Exchange on those dates was $9.45 and $______, respectively.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIME.

<TABLE>
<CAPTION>
                     SUBSCRIPTION PRICE(1)     SALES LOAD    PROCEEDS TO ALL-STAR(2)
<S>                  <C>                       <C>           <C>
Per share........            $                    NONE                  $
Total............            $                    NONE                  $
</TABLE>

(1) Estimated based on an assumed Subscription Price of 95% of the [last
    reported sale price on the New York Stock Exchange/ net asset value] on
    _________, 2001.

(2) Before deduction of expenses payable by All-Star, estimated at $135,000.

        SHAREHOLDERS WHO DO NOT EXERCISE THEIR RIGHTS SHOULD EXPECT THAT THEY
WILL, AT THE COMPLETION OF THE OFFER, OWN A SMALLER PROPORTIONAL INTEREST IN THE
FUND THAN IF THEY EXERCISED THEIR RIGHTS. AS A RESULT OF THE OFFER YOU MAY
EXPERIENCE AN IMMEDIATE DILUTION OF THE AGGREGATE NET ASSET VALUE OF YOUR
SHARES. This is because the Subscription Price per share and/or the net proceeds
to All-Star for each new share sold will be less than All-Star's net asset value
per share on the Expiration Date. All-Star cannot state precisely the extent of
this dilution at this time because it does not know what the net asset value or
market price per share will be when the Offer expires or what proportion of the
Rights will be exercised.
<PAGE>
     THIS PROSPECTUS SETS FORTH CONCISELY THE INFORMATION THAT A SHAREHOLDER
OUGHT TO KNOW BEFORE EXERCISING HIS OR HER RIGHTS. INVESTORS ARE ADVISED TO READ
AND RETAIN IT FOR FUTURE REFERENCE. A STATEMENT OF ADDITIONAL INFORMATION DATED
____________, 2001 HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
AND IS INCORPORATED BY REFERENCE IN ITS ENTIRETY INTO THIS PROSPECTUS. THE TABLE
OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION APPEARS ON PAGE __ OF
THIS PROSPECTUS, AND A COPY IS AVAILABLE AT NO CHARGE BY CALLING THE INFORMATION
AGENT AT (888) ________.

                 The date of this Prospectus is __________, 2001


                                       2
<PAGE>
                               PROSPECTUS SUMMARY

     This summary highlights some information that is described more fully
elsewhere in this Prospectus. It may not contain all of the information that is
important to you. To understand the Offer fully, you should read the entire
document carefully, including the risk factors.

PURPOSE OF THE OFFER

     The Board of Directors of All-Star has determined that it would be in the
best interest of All-Star and its shareholders to increase the assets of
All-Star available for investment so that it may be in a better position to take
advantage of investment opportunities that may arise. The Offer seeks to reward
existing shareholders in All-Star by giving them the opportunity to purchase
additional shares at a price below market and/or net asset value and without
incurring any brokerage commissions. See "The Offer-Purpose of the Offer."

      The Board of Directors believes that a larger number of outstanding shares
could increase the level of market interest in and visibility of the Fund and
improve the trading liquidity of the Fund's shares on the New York Stock
Exchange ("NYSE").

IMPORTANT TERMS OF THE OFFER

<TABLE>
<S>                                                                  <C>
Total number of shares available for primary subscription..          ____ shares
Number of Rights you will receive for each outstanding
   share you own on the Record Date........................          One Right for every one share
Number of shares you may purchase with your Rights at the
   Subscription Price per share............................          One share for every eight Rights
Subscription Price.........................................          95% of the lower of (i) the last reported sale
                                                                     price on the NYSE on __________, 2001 (the "Pricing
                                                                     Date") of a share of common stock of All-Star, or
                                                                     (ii) the net asset value of a share of All-Star on
                                                                     the Pricing Date.
</TABLE>


                 Shareholders' inquiries should be directed to:
                    Georgeson Shareholder Communications Inc.
                                 [phone number]

OVER-SUBSCRIPTION PRIVILEGE

     The right to acquire during the Subscription Period at the Subscription
Price one additional share for each Right held is hereinafter referred to as the
"Primary Subscription." Shareholders on the Record Date who fully exercise all
Rights issued to him or her (other than those Rights which cannot be exercised
because they represent the right to acquire less than one Share) are entitled to
subscribe for Shares which were not otherwise subscribed for by others on
Primary Subscription (the "Over-Subscription Privilege"). For purposes of
determining the maximum number of Shares a shareholder may acquire pursuant to
the Offer, broker-dealers whose shares are held of record by Cede & Co., Inc.
("Cede"), nominee for Depository Trust Company, or by any other depository or
nominee will be deemed to be the holders of the Rights that are issued to Cede
or such other depository or nominee. If enough shares are available, all
shareholder requests to buy shares that were not bought by other Rights holders
will be honored in full. If the requests for shares exceed the shares available,
the available shares will be allocated pro rata among those shareholders on the
Record Date who over-subscribe based on the number of Rights originally issued
to them by the Fund. Shares acquired pursuant to the Over-Subscription Privilege
are subject to allotment, which is more fully discussed under "The Offer --
Over-Subscription Privilege."


                                       3
<PAGE>
METHOD FOR EXERCISING RIGHTS

      Except as described below, subscription certificates evidencing the Rights
("Subscription Certificates") will be sent to Record Date shareholders or their
nominees. If you wish to exercise your Rights, you may do so in the following
ways:

      (1) Complete and sign the Subscription Certificate. Mail it in the
envelope provided or deliver it, together with payment in full to EquiServe
Trust Company, N.A. ("Subscription Agent") at the address indicated on the
Subscription Certificate. Your completed and signed Subscription Certificate and
payment must be received by the Expiration Date.

      (2) Contact your broker, banker or trust company, which can arrange, on
your behalf, to guarantee delivery of payment and delivery of a properly
completed and executed Subscription Certificate pursuant to a notice of
guaranteed delivery ("Notice of Guaranteed Delivery") by the close of business
on the third business day after the Expiration Date. A fee may be charged for
this service. The Notice of Guaranteed Delivery must be received by the
Expiration Date.

      Rights holders will have no right to rescind a purchase after the
Subscription Agent has received payment. See "The Offer - Method of Exercise of
Rights" and "The Offer - Payment for Shares."

     Since the Expiration Date is prior to the Pricing Date, shareholders who
choose to exercise their Rights will not know at the time they exercise such
Rights what the purchase price for Shares acquired pursuant to such exercise
will be. Shareholders will have no right to rescind their subscription after
receipt of their payment for Shares by the Subscription Agent. Subscription
payments will be held by the Subscription Agent pending completion of the
processing of the subscription. No interest thereon will be paid to subscribers.

     The Rights are not transferable. Therefore, only the underlying Shares, and
not the Rights, will be admitted for trading on the NYSE. Since fractional
shares will not be issued on exercise of Rights, shareholders who receive, or
are left with, fewer than eight Rights will be unable to exercise such Rights
and will not be entitled to receive any cash in lieu of unexercised rights.

     SHAREHOLDERS' INQUIRIES ABOUT THE OFFER SHOULD BE DIRECTED TO THEIR BROKER,
BANK OR TRUST COMPANY, OR TO:

             GEORGESON SHAREHOLDER COMMUNICATIONS INC.
             1-888-________

IMPORTANT DATES TO REMEMBER

<TABLE>
<CAPTION>
EVENT                                                          DATE
- -----                                                          ----
<S>                                                            <C>

Record Date ..........................................         ___________, 2001

Subscription Period ..................................         ___________, 2001 through
                                                               __________, 2001*

Expiration Date (Deadline for delivery of Subscription
Certificate together with payment of estimated
Subscription Price or for delivery of Notice of
Guaranteed Delivery) .................................         _____________, 2001

Pricing Date .........................................         _____________, 2001

Deadline for payment of final Subscription Price
pursuant to Notice of Guaranteed Delivery ............         _____________, 2001

Confirmation to Registered Shareholders ..............         _____________, 2001

For Registered Shareholders' Subscriptions - deadline
for payment of unpaid balance if final Subscription
Price is higher than Estimated Subscription Price ....         _____________, 2001
</TABLE>

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

* Unless the Offer is extended to a date no later than ______________, 2001.




                                       4
<PAGE>
OFFERING FEES AND EXPENSES

      Offering expenses incurred by the Fund are estimated to be $135,000.

RESTRICTIONS ON FOREIGN SHAREHOLDERS

      Record date Shareholders whose record addresses are outside the United
States will receive written notice of the Offer; however, Subscription
Certificates will not be mailed to such shareholders. The Rights to which those
Subscription Certificates relate will be held by the subscription agent for such
foreign Record Date Shareholders' accounts until instructions are received in
writing with payment to exercise the Rights. If no such instructions are
received by the Expiration Date, such Rights will expire. See "Subscription
Agent".

INFORMATION ABOUT ALL-STAR

     All-Star is a multi-managed diversified, closed-end management investment
company registered under the Investment Company Act of 1940, as amended ("1940
Act") that allocates its assets on an approximately equal basis among a number
of independent investment management organizations (currently three in number)
each having a different investment style. See "The Multi-Manager Concept."
All-Star's investment objective is to seek long-term capital appreciation. It
seeks its objective through investment primarily (at least 65% of total assets
under normal conditions) in a diversified portfolio of equity securities. The
portion of All-Star's portfolio not invested in equity securities (not more than
35% of total assets under normal conditions) is generally invested in U.S.
Government Securities, repurchase agreements with respect thereto, and certain
money market mutual funds. See "Investment Objective and Policies."

     All-Star commenced investment operations in March 1986 under the name
"Growth Stock Outlook Trust, Inc." (see "History of the Fund" below). Its
outstanding shares of Common Stock are listed and traded on the NYSE (Symbol
"ASG"). The average weekly trading volume of the shares on the NYSE during the
year ended December 31, 2000 was _________ shares. As at _________, 2001
All-Star's net assets were $___________, and __________ shares of All-Star were
issued and outstanding.

INFORMATION ABOUT LIBERTY ASSET MANAGEMENT COMPANY

     Liberty Asset Management Company ("LAMCO" or "Fund Manager") provides
selection, evaluation and monitoring services to All-Star and is responsible for
the provision of administrative services to the Fund, some of which are
delegated to LAMCO's affiliate, Colonial Management Associates, Inc.
("Colonial"). See "Management of All-Star" for the fees paid by the Fund to
LAMCO and by LAMCO to the Portfolio Managers. Since the fees of LAMCO and the
Portfolio Managers are based on the average weekly net assets of All-Star, LAMCO
and the Portfolio Managers will benefit from the Offer. See "Management of
All-Star."

     LAMCO, organized in 1985, is an indirect wholly-owned subsidiary of Liberty
Financial Companies, Inc. ("Liberty Financial") As of __________, 2001,
approximately 70% of the combined voting power of the issued and outstanding
voting stock of Liberty Financial Companies, Inc. was held, indirectly, by
Liberty Mutual Insurance Company, and substantially all of the remaining shares
are listed on the New York Stock Exchange.

     On June 4, 2001 Liberty Financial announced that Fleet National Bank has
agreed to acquire Liberty Financial's asset management business, including
LAMCO. Fleet National Bank is an indirect wholly-owned subsidiary of FleetBoston
Financial Corporation, a U.S. financial holding company. The closing of the
proposed transaction is expected to take place during the second half of 2001
and is subject to a number of conditions, including approval by the shareholders
of Liberty Financial.  Consummation of the acquisition by Fleet is subject to a
number of contingencies, including regulatory approvals and approval of the
shareholders of Liberty Financial. Under the rules for mutual funds the
transaction may result in a change of control for LAMCO and, therefore, an
assignment of the Fund's investment advisory and sub-advisory agreements with
LAMCO and the Fund's respective Portfolio Managers, which requires, among other
things, a shareholder vote under the 1940 Act. Consequently, it is anticipated
that LAMCO will seek approval of new agreements from the Funds' shareholders
prior to consummation of the acquisition, which is expected to close in the
second half of 2001.

SPECIAL CONSIDERATIONS AND RISK FACTORS

     The following summarizes some of the matters that you should consider
before investing in All-Star through the Offer.


                                       5
<PAGE>
Dilution...........     Shareholders who do not fully exercise their Rights
                        should expect that they will, at the completion of the
                        Offer, own a smaller proportional interest in the Fund
                        than if they exercised their Rights. As a result of the
                        Offer you may experience an immediate dilution of the
                        aggregate net asset value of your shares. This is
                        because the Subscription Price per share and/or the net
                        proceeds to the Fund for each new share sold will be
                        less than the Fund's net asset value per share on the
                        Expiration Date. Although it is not possible to state
                        precisely the amount of such dilution because it is not
                        known at this time how many shares will be subscribed
                        for or what the net asset value or market price per
                        share will be on the Pricing Date, All-Star estimates
                        that such dilution should not be substantial. For
                        example, if All-Star's Shares are trading at a
                        [discount] from their net asset value of ___% (the
                        average [discount] for the five-month period ended May
                        31, 2001), and assuming all Rights are exercised, the
                        Subscription Price would be ___% below All-Star's net
                        asset value per share, resulting in a reduction of such
                        net asset value of approximately $___ per share, or less
                        than ___%. See "Risk Factors and Special
                        Considerations - Dilution."

Distributions......     All-Star currently has a policy of paying distributions
                        on its Common Stock totalling approximately 10% of its
                        net asset value per year, payable in four quarterly
                        distributions of 2.5% of All-Star's net asset value at
                        the close of the NYSE on the Friday prior to each
                        quarterly declaration date. These fixed distributions
                        are not related to All-Star's net investment income or
                        net realized capital gains or losses. If, for any
                        calendar year, the total distributions made under the
                        10% pay-out policy exceed All-Star's net investment
                        income and net realized capital gains, the excess will
                        generally be treated as a tax-free return of capital to
                        shareholders (up to the amount of the shareholder's
                        basis in his or her shares), and thereafter as gain from
                        the sale of shares. The amount treated as a tax-free
                        return of capital will reduce the shareholder's adjusted
                        basis in his or her shares, thereby increasing his or
                        her potential gain or reducing his or her potential loss
                        on the sale of his or her shares. Such excess, however,
                        will be treated first as ordinary dividend income up to
                        the amount of All-Star's current and accumulated
                        earnings and profits, and then as return of capital and
                        capital gain as set forth above.

                        All-Star may, in the discretion of the Board of
                        Directors, retain for reinvestment net long-term capital
                        gains in excess of net short-term capital losses for any
                        year to the extent that its net investment income, net
                        short-term realized gains, and net long-term realized
                        gains exceed the minimum amount required to be
                        distributed for such year under the 10% pay-out policy.
                        Such retained capital gains will be taxed to both
                        All-Star and the shareholders as long-term capital
                        gains; however, shareholders will be able to claim their
                        proportionate share of the federal income taxes paid by
                        All-Star as a credit against their own federal income
                        tax liabilities and will be entitled to increase the
                        adjusted tax basis of their All-Star shares by the
                        difference between their pro rata share of the
                        undistributed capital gains and their tax credit. See
                        "Distributions; Automatic Dividend Reinvestment and Cash
                        Purchase Plan."

Closed-end fund
discounts..........     Shares of closed-end funds frequently trade at a market
                        price that is less than the value of the net assets
                        attributable to those shares. The possibility that
                        shares of the Fund will trade at a discount from net
                        asset value is a risk separate and distinct from the
                        risk that the Fund's net asset value will decrease. The
                        risk of purchasing shares of a closed-end fund that
                        might trade at a discount is more pronounced for
                        investors who wish to sell their shares in a relatively
                        short period of time because, for those investors,
                        realization of a gain or loss on their investments is
                        likely to be more dependent upon the existence of a
                        premium or discount than upon portfolio performance. See
                        "Share Price Data."


                                       6
<PAGE>
Anti-takeover
Provisions.........     All-Star's Articles of Incorporation and By-laws have
                        provisions (commonly referred to as "anti-takeover
                        provisions") which are intended to have the effect of
                        limiting the ability of other entities or persons to
                        acquire control of All-Star, to cause it to engage in
                        certain transactions, or to modify its structure. For
                        instance, the affirmative vote of 66 2/3 percent of the
                        shares of the Fund is required to authorize All-Star's
                        conversion from a closed-end to an open-end investment
                        company, regardless of whether such conversion is
                        approved or recommended by the Board of Directors. A
                        similar shareholder vote is required to authorize a
                        merger, sale of a substantial part of the assets,
                        issuance of securities for cash, or similar transaction
                        with a person beneficially owning five percent or more
                        of All-Star's shares, unless approved by All-Star's
                        Board of Directors under certain conditions. These
                        provisions cannot be amended without a similar
                        super-majority vote. In addition, All-Star's Board of
                        Directors is divided into three classes, each of which
                        has a term of three years and only one of which is
                        elected at each annual meeting of shareholders. See
                        "Description of Shares -- Anti-takeover Provisions of
                        the Articles of Incorporation and By-laws;
                        Super-majority Vote Requirement for Conversion to
                        Open-End Status."

Repurchase.........     You will be free to dispose of your shares on the NYSE
                        or other markets on which the shares may trade, but,
                        because the Fund is a closed-end fund, you do not have
                        the right to redeem your Shares.

      You should carefully consider your ability to assume the foregoing risks
before making an investment in the Fund. An investment in shares of the Fund is
not appropriate for all investors.

<PAGE>

                                    EXPENSES

SHAREHOLDER TRANSACTION EXPENSES

     These are the expenses that an investor incurs when buying shares of
All-Star, whether in this Offer, in the open-market or through All-Star's
Automatic Dividend Reinvestment and Cash Purchase Plan.

<TABLE>
<S>                                         <C>
 Sales Load ............................    None(1)
 Dividend Reinvestment
    and Cash Purchase Plan Fees ........    $1.25 per voluntary cash investment
</TABLE>

(1)  No sales load or commission will be payable in connection with this Offer.
     Purchases of shares through brokers in secondary market transactions are
     subject to brokers' commissions and charges.

ANNUAL EXPENSES (as a percentage of net assets attributable to Common Stock)

<TABLE>
<S>                                                    <C>
Management and administrative fees ................     1.00%
Other Expenses.....................................     0.23%
                                                       -----
Total Annual Expenses .............................     1.23%
</TABLE>

EXAMPLE: You would pay the following expenses on an investment (at net asset
value) of $1,000, assuming a 5% annual return.

<TABLE>
<CAPTION>
              1 Year     3 Years     5 Years     10 Years
              ------     -------     -------     --------
<S>                      <C>         <C>         <C>
              $13        $39         $68         $149
</TABLE>


     THESE FIGURES ARE INTENDED TO ILLUSTRATE THE EFFECT OF ALL-STAR'S EXPENSES,
BUT ARE NOT MEANT TO PREDICT ITS FUTURE RETURNS AND EXPENSES, WHICH MAY BE
HIGHER OR LOWER THAN THOSE SHOWN.


                                       7
<PAGE>
     The purpose of the above tables is to assist investors in understanding the
various costs and expenses that an investor in All-Star will bear directly or
indirectly. The numbers shown under the ANNUAL EXPENSES table are projections
based on All-Star's actual expenses for the year ended December 31, 2000, and on
its projected net assets assuming the Offer is fully subscribed for at an
assumed Subscription Price of $_____ per share. See "Financial Highlights" for
All-Star's actual ratio of expenses to average net assets for the year ended
December 31, 2000.


                                       8
<PAGE>
                              FINANCIAL HIGHLIGHTS

The report of PricewaterhouseCoopers LLP, together with the financial statements
of All-Star, are included in the Fund's December 31, 2000 Annual Report and are
incorporated by reference into the Statement of Additional Information (see
cover page). The information for the six months ended June 30, 2001 is
unaudited.  The information for periods prior to 1999 is included in the Fund's
financial statements which have been audited by other independent accountants,
whose report expressed an unqualified opinion on the financial highlights.

<TABLE>
<CAPTION>
                                                                                        For the Period Ended
                                                        June 30,                             December 31,
                                                        --------  -----------------------------------------------------------------
                                                          2001       2000          1999          1998          1997          1996
<S>                                                     <C>       <C>           <C>           <C>           <C>           <C>

PER SHARE OPERATING PERFORMANCE:

Net asset value at beginning of year                              $   13.44     $   13.03     $   12.89     $   11.27     $   10.55

Income from Investment Operations:
         Net investment income (loss)                                 (0.09)        (0.05)        (0.03)        (0.02)         0.01
         Net realized and unrealized gains
         (losses) on investments                                      (1.15)         1.83          1.73          2.88          1.86
                                                                  ---------     ---------     ---------     ---------     ---------
Total from Investment Operations                                      (1.24)         1.78          1.70          2.86          1.87
                                                                  ---------     ---------     ---------     ---------     ---------

Less Distributions from:
         Net Investment income                                         --            --            --            --           (0.01)
         Paid-in capital                                              (0.05)         --           (0.83)         --            --
         Realized capital gains                                       (1.22)        (1.23)        (0.52)        (1.24)        (1.01)
         In excess of realized capital gains                          (0.07)         --            --            --            --
                                                                  ---------     ---------     ---------     ---------     ---------
Total Distributions                                                   (1.34)        (1.23)        (1.35)        (1.24)        (1.02)
                                                                  ---------     ---------     ---------     ---------     ---------

Change due to rights offering (a)                                      --            --           (0.21)         --            --
Impact of shares issued in dividend reinvestment (b)                   --           (0.14)         --            --           (0.13)
                                                                  ---------     ---------     ---------     ---------     ---------
Total Distributions, Reinvestments and Rights Offering                (1.34)        (1.37)        (1.56)        (1.24)        (1.15)
                                                                  ---------     ---------     ---------     ---------     ---------
Net asset value at end of year                                    $   10.86     $   13.44     $   13.03     $   12.89     $   11.27
                                                                  ---------     ---------     ---------     ---------     ---------
Market price at end of year                                       $   9.438     $  10.813     $  11.438     $  11.938     $   9.250
                                                                  ---------     ---------     ---------     ---------     ---------

TOTAL INVESTMENT RETURN FOR SHAREHOLDERS: (c)
Based on net asset value                                               (9.1)%        15.9%         15.3%         27.3%         18.3%
Based on market price                                                  (1.8)%         6.2%          9.3%         43.6%          9.3%

RATIOS AND SUPPLEMENTAL DATA:
Net assets at end of year (millions)                              $     180     $     219     $     199     $     167     $     137
Ratio of expenses to average net assets                                1.21%         1.20%         1.22%         1.20%         1.35%
Ratio of net investment income (loss) to
   average net assets                                                 (0.71)%       (0.37)%       (0.22)%       (0.18)%        0.06%
Portfolio turnover rate                                                  62%           71%           33%           57%           51%
</TABLE>

(a)  Effect of Fund's rights offering for shares at a price below net asset
     value.
(b)  Effect of payment of a portion of distributions in newly issued shares
     valued at a discount from net asset value.
(c)  Calculated assuming all distributions reinvested at the actual reinvestment
     price and all primary rights exercised.




                                       9
<PAGE>
<TABLE>
<CAPTION>
                                                                        Year Ended December 31,
                                                ----------------------------------------------------------------
                                                     1995          1994          1993          1992         1991
<S>                                             <C>           <C>           <C>           <C>          <C>
PER SHARE OPERATING PERFORMANCE:

Net asset value at beginning of year            $    9.95     $   10.54     $   10.28     $   10.40    $    9.90

Income from Investment Operations:
         Net investment income (loss)                0.31          0.23          0.18          0.29         0.44
         Net realized and unrealized gains
                 (losses) on investments             1.05         (0.24)         0.56          0.03         0.71
                                                ---------     ---------     ---------     ---------    ---------
Total from Investment Operations                     1.36         (0.01)         0.74          0.32         1.15
                                                ---------     ---------     ---------     ---------    ---------

Less Distributions from:
         Net Investment income                      (0.31)        (0.23)        (0.18)        (0.30)       (0.44)
         Paid-in capital                             --            --            --            --           --
         Realized capital gains                     (0.45)        (0.35)        (0.30)        (0.14)       (0.21)
                                                ---------     ---------     ---------     ---------    ---------
         In excess of realized capital gains         --            --            --            --           --
                                                ---------     ---------     ---------     ---------    ---------
Total Distributions                                 (0.76)        (0.58)        (0.48)        (0.44)       (0.65)
                                                ---------     ---------     ---------     ---------    ---------

Change due to rights offering (a)                    --            --            --            --           --

Impact of shares issued in dividend
         reinvestment (b)                            --            --            --            --           --
                                                ---------     ---------     ---------     ---------    ---------
Total Distributions, Reinvestments and Rights
         Offering                                   (0.76)        (0.58)        (0.48)        (0.44)       (0.65)
                                                ---------     ---------     ---------     ---------    ---------
Net asset value at end of year                  $   10.55     $    9.95     $   10.54     $   10.28    $   10.40
                                                ---------     ---------     ---------     ---------    ---------
Market price at end of year                     $   9.375     $   8.500     $  10.250     $   10.00    $   10.00
                                                ---------     ---------     ---------     ---------    ---------

TOTAL INVESTMENT RETURN FOR SHAREHOLDERS: (c)
Based on net asset value                             14.6%          0.5%          7.2%          3.2%        11.9%
Based on market price                                19.3%        (11.7)%         7.2%          4.4%         3.9%

RATIOS AND SUPPLEMENTAL DATA:
Net assets at end of year (millions)            $     120     $     113     $     125     $     123    $     125
Ratio of expenses to average net assets              1.42%         1.51%         1.35%         1.33%        1.31%
Ratio of net investment income (loss) to
        average net assets                           2.87%         2.12%         1.71%         2.80%        4.17%
Portfolio turnover rate                                82%           50%           47%           19%          25%
</TABLE>


(a)  Effect of Fund's rights offering for shares at a price below net asset
     value.
(b)  Effect of payment of a portion of distributions in newly issued shares
     valued at a discount from net asset value.
(c)  Calculated assuming all distributions reinvested at the actual reinvestment
     price and all primary rights exercised.




                                       10
<PAGE>
                                SHARE PRICE DATA

     Trading in All-Star's shares on the NYSE commenced on March 14, 1986. For
the two years ended December 31, 2000 and the quarter ended March 31, 2001 the
high and low sales prices for All-Star's shares, as reported in the consolidated
transaction reporting system, and the highest discount from or premium to net
asset value per share and the net asset value on the day or days when the shares
traded at such high and low sales prices, were as follows:

<TABLE>
<CAPTION>
                                  (Discount                           (Discount
                                  from) or                            from) or
                High     Net      Premium to    Low        Net        Premium to
                Sales    Asset    Net Asset     Sales      Asset      Net Asset
                Price    Value    Value         Price      Value      Value
<S>             <C>      <C>      <C>           <C>        <C>        <C>

1999
- ----
1st Quarter      $        $              %       $           $               %
2nd Quarter      $        $              %       $           $               %
3rd Quarter      $        $              %       $           $               %
4th Quarter      $        $              %       $           $               %

2000
- ----
1st Quarter      $        $              %       $           $               %
2nd Quarter      $        $              %       $           $               %
3rd Quarter      $        $              %       $           $               %
4th Quarter      $        $              %       $           $               %

2001
- ----
1st Quarter      $        $              %       $           $               %
</TABLE>


     All-Star's shares have frequently traded at a discount from their net asset
value. Certain features of and steps taken by All-Star may have tended to reduce
the discount from net asset value at which its shares might otherwise have
traded, although All-Star is not able to determine what effect, if any, these
various features and steps may have had. All-Star's current 10% distribution
policy (see "Distributions; Automatic Dividend Reinvestment and Cash Purchase
Plan-10% Distribution Policy" below), begun in February, 1997, may have
contributed to this effect. This trend may also have resulted in whole or in
part from other factors, such as the Fund's investment performance and increased
attention directed to All-Star by securities analysts and market letters.

     The net asset value of a share of All-Star on __________, 2001 was $_____.
The last reported sale price of an All-Star share on that day was $______,
representing a [discount from/premium to] net asset value of ___%.

                             INVESTMENT PERFORMANCE

     The table below shows two measures of All-Star's return to investors for
periods beginning April 1, 1996 and ended [March 31, 2001], the calendar quarter
beginning April 1, 1996 being the first full calendar quarter during all of
which the Fund was fully invested in accordance with LAMCO's multi-management
methodology (see "History of the Fund" below). No. 1 ("All-Star NAV") shows
All-Star's investment performance based on a valuation of its shares at net
asset value ("NAV"). No. 2 ("All-Star Price") shows All-Star's investment
performance based on the market price of All-Star's shares. Both measures assume
reinvestment of all of the Fund's dividends and distributions in additional
shares pursuant to All-Star's Automatic Dividend Reinvestment and Cash Purchase
Plan (see "Distributions; Automatic Dividend Reinvestment and Cash Purchase
Plan" below).

     The Lipper Multi-Cap Growth Fund Average has been included so that the
Fund's results may be compared with an unweighted average of the total return of
open-end mutual funds classified as multi-cap growth funds (i.e., mutual funds
having investment objectives and policies comparable to All-Star) published by
Lipper Inc. The record of the NASDAQ Composite Index has also been included so
that All-Star's results may be compared with those of an unmanaged group of
securities widely regarded by investors as representative of growth stocks in
general. The NASDAQ Composite Index information reflects the total return of the
securities included in the index, and the Lipper Mutli-Cap Growth Fund


                                       11
<PAGE>
Average information reflects the total return of the mutual funds included in
the average, in each case assuming reinvestment of dividends and distributions.

<TABLE>
<CAPTION>
                                      No. 1              No. 2            Lipper Multi-Cap            NASDAQ
                                   All-Star NAV      All-Star Price      Growth Fund Average      Composite Index
                                   ------------      --------------      -------------------      ---------------
<S>                                <C>               <C>                 <C>                      <C>
1 Year Since _________, 2000          ---%               ---%                  ---%                    ---%
3 Years Since _________, 1998         ---%               ---%                  ---%                    ---%
5 Years Since _________, 1996         ---%               ---%                  ---%                    ---%
</TABLE>


The return shown is the average annual return for the period indicated to March
31, 2001.

     The above results represent All-Star's past performance and are not
intended as a prediction of its future performance. The investment return, net
asset value and market value of All-Star's shares will fluctuate, so that such
shares when sold may be worth more or less than their original cost.

                                    THE OFFER

TERMS OF THE OFFER

     All-Star is issuing to shareholders on the Record Date ("Record Date
Shareholders") nontransferable Rights to subscribe for the shares, $.10 par
value per share (the "Shares"), of the Fund's common stock ("Common Stock").
Each such shareholder is being issued one Right for each share of Common Stock
owned on the Record Date. The Rights entitle the holder to acquire on Primary
Subscription at the Subscription Price one Share for each eight Rights held. No
Rights will be issued for fractional shares. Accordingly, shares may be
purchased only pursuant to the exercise of Rights in integral multiples of
eight. Rights may be exercised at any time during the Subscription Period, which
commences on ________, 2001 and ends at 5:00 p.m., New York time, on
____________, 2001 (the "Expiration Date").

     In addition, any shareholder who fully exercises all Rights initially
issued to him or her in the Primary Subscription (other than those Rights which
cannot be exercised because they represent the right to acquire less than one
Share) is entitled to subscribe for Shares which were not otherwise subscribed
for by others on Primary Subscription. For purposes of determining the number of
Shares a shareholder may acquire pursuant to the Offer, broker-dealers whose
shares are held of record on the Record Date by Cede or by any other depository
or nominee will be deemed to be the holders of the Rights that are issued to
Cede or such other depository or nominee on their behalf. Shares acquired
pursuant to the Over-Subscription Privilege are subject to allotment, which is
more fully discussed below under "Over-Subscription Privilege."

     The Rights are not transferable. Therefore, only the underlying Shares, and
not the Rights, will be admitted for trading on the NYSE. Since fractional
shares will not be issued, shareholders who receive, or who are left with, fewer
than eight Rights will be unable to exercise such Rights and will not be
entitled to receive any cash in lieu of such fractional shares.

     The Rights will be evidenced by Subscription Certificates which will be
mailed to Record Date Shareholders. Rights may be exercised by completing a
Subscription Certificate and delivering it, together with payment by means of
(i) a check or money order, or (ii) a Notice of Guaranteed Delivery, to the
Subscription Agent during the Subscription Period. The method by which Rights
may be exercised and the Shares paid for is set forth below under "Method of
Exercise of Rights" and "Payment for Shares."

PURPOSE OF THE OFFER

     The Board of Directors of All-Star has determined that it would be in the
best interests of All-Star and its shareholders to increase the assets of
All-Star available for investment thereby permitting the Fund to be in a better
position to more fully take advantage of investment opportunities that may
arise, and that the potential benefits of the Offer to All-Star and its
shareholders will outweigh the dilution to shareholders who do not fully
exercise their rights. The proceeds of the Offer will enable All-Star's
Portfolio Managers to take advantage of perceived investment opportunities
without having to sell existing portfolio holdings which they otherwise would
retain. The Offer seeks to reward investors by giving existing shareholders the
opportunity to purchase additional Shares at a price below market and/or net
asset value and without brokerage commissions. In addition, the Offer will
enhance the likelihood that All-Star will continue to have sufficient assets
remaining after the distributions called for by its current 10% distribution
policy to permit the Fund to maintain the current ratio of its fixed expenses to
its net assets.


                                       12
<PAGE>
     All-Star's Fund Manager and Portfolio Managers will benefit from the Offer
because their fees are based on the average weekly net assets of All-Star. See
"Management of All-Star." It is not possible to state precisely the amount of
additional compensation they will receive as a result of the Offer because it is
not known how many Shares will be subscribed for and because the net proceeds of
the Offer will be invested in additional portfolio securities that will
fluctuate in value. Two of All-Star's Directors who voted to authorize the Offer
are "interested persons," within the meaning of the 1940 Act, of LAMCO, and
therefore could benefit indirectly from the Offer. The other four Directors are
not "interested persons" of All-Star or LAMCO.

     All-Star may, in the future and at its discretion, choose to make
additional rights offerings from time to time for a number of shares and on
terms which may or may not be similar to the Offer. Any such future rights
offering will be made in accordance with the 1940 Act. In 1998, All-Star
completed a rights offering to shareholders of 1,314,122 additional shares at a
subscription price of $___ per share, for proceeds to the Fund of $____ after
expenses. This rights offering was oversubscribed. Under the laws of Maryland,
the state in which the Fund is incorporated, the Board of Directors is
authorized to approve rights offerings without obtaining shareholder approval.
The staff of the Securities and Exchange Commission ("SEC") has interpreted the
1940 Act as not requiring shareholder approval of a rights offering at a price
below the then current net asset value so long as certain conditions are met,
including a good faith determination by the fund's board of directors that such
offering would result in a net benefit to existing shareholders.

OVER-SUBSCRIPTION PRIVILEGE

     If all of the Rights initially issued in the Primary Subscription are not
exercised, any Shares for which Subscriptions have not been received ("Excess
Shares") will be offered, by means of the Over-Subscription Privilege, to Record
Date Shareholders who have exercised all the Rights initially issued to them and
who wish to acquire more than the number of Shares for which the Rights issued
to them are exercisable. Record Date Shareholders who exercise all the Rights
initially issued to them will have the opportunity to indicate on the
Subscription Certificate how many Shares they are willing to acquire pursuant to
the Over-Subscription Privilege. If sufficient Excess Shares remain, all
over-subscriptions will be honored in full. If sufficient Excess Shares are not
available to honor all over-subscriptions, the available Excess Shares will be
allocated (subject to elimination of fractional shares) among those who
over-subscribe based on the number of Rights originally issued to them by the
Fund. The allocation process may involve a series of allocations in order to
assure that the total number of Shares available for over-subscriptions is
distributed on a pro rata basis.

     The method by which Excess Shares will be distributed and allocated
pursuant to the Over-Subscription Privilege is as follows. Excess Shares will be
available for purchase pursuant to the Over-Subscription Privilege only to the
extent that the maximum number of Shares is not subscribed for through the
exercise of the Primary Subscription by the Expiration Date. If the Excess
Shares are not sufficient to satisfy all subscriptions pursuant to the
Over-Subscription Privilege, the Excess Shares will be allocated pro rata
(subject to the elimination of fractional Shares) among those holders of Rights
exercising the Over-Subscription Privilege, in proportion, not to the number of
Shares requested pursuant to the Over-Subscription Privilege, but to the number
of shares held on the Record Date; provided, however, that if this pro rata
allocation results in any holder being allocated a greater number of Excess
Shares than the holder subscribed for pursuant to the exercise of such holder's
Over-Subscription Privilege, then such holder will be allocated only such number
of Excess Shares as such holder subscribed for and the remaining Excess Shares
will be allocated among all other holders exercising Over-Subscription
Privileges. The formula to be used in allocating the Excess Shares is as
follows:

                          HOLDER'S RECORD DATE POSITION

                          Total Record Date Position      Excess Shares
                          of all Oversubscribers       x  Remaining

     The allocation process may involve a series of allocations in order to
assure that the total number of shares available for Over-Subscription is
distributed on a pro rata basis. The Fund will not offer or sell any Shares
which are not subscribed for under the Primary Subscription or the
Over-Subscription Privilege.

THE SUBSCRIPTION PRICE

     The Subscription Price for the Shares to be issued pursuant to the Rights
will be 95% of the lower of (i) the last reported sale price of a share of
Common Stock of All-Star on the NYSE on __________, 2001 (the "Pricing Date"),
or (ii) the net asset value of a share of All-Star on the Pricing Date.


                                       13
<PAGE>
     All-Star announced the terms of the Offer before the opening of trading on
the NYSE on June 21, 2001. The net asset value per share of All-Star at the
close of business on June 20, 2001 and on ____________, 2001 was $9.09 and
$_____, respectively, and the last reported sale price of a share on the NYSE on
those dates was $9.45 and $______, respectively, representing a ____% and a ___%
premium, respectively, in relation to the net asset value per share of Common
Stock at the close of business on these dates.

EXPIRATION OF THE OFFER

     The Offer will expire at 5:00 p.m., New York City time, on _________, 2001
(the "Expiration Date"). Rights will expire on the Expiration Date and
thereafter may not be exercised, unless the Offer is extended. Since the
Expiration Date is prior to the Pricing Date, shareholders who decide to acquire
Shares on Primary Subscription or pursuant to the Over-Subscription Privilege
will not know, when they make such decision, what the purchase price for such
Shares will be.

     Any extension, termination, or amendment of the Offer will be followed as
promptly as practicable by announcement thereof, such announcement in the case
of an extension to be issued no later than 9:00 a.m., New York City time, on the
next business day following the previously scheduled Expiration Date. The Fund
will not, unless otherwise required by law, have any obligation to publish,
advertise, or otherwise communicate any such announcement other than by making a
release to the Dow Jones News Service or such other means of announcement as the
Fund deems appropriate.

SUBSCRIPTION AGENT

     The Subscription Agent is EquiServe Trust Company, N.A., P.O. Box 43025,
Providence, RI 02940-3025.  EquiServe Trust Company N.A. is also the
Fund's dividend paying agent, transfer agent and registrar. The Subscription
Agent will receive from All-Star a fee estimated to be no more than $_____ and
reimbursement for its out-of-pocket expenses related to the Offer. INQUIRIES BY
ALL HOLDERS OF RIGHTS SHOULD BE DIRECTED TO P.O. BOX 43025, PROVIDENCE, RI
02940-3025 (TELEPHONE (800) 542-3863); HOLDERS MAY ALSO
CONSULT THEIR BROKERS OR NOMINEES.

INFORMATION AGENT

     Any questions or requests for assistance regarding the Offer may be
directed to the Information Agent at its telephone number and address listed
below:

Georgeson Shareholder Communications Inc.
[INSERT ADDRESS]

Call Toll Free (888) ________

The Information Agent will receive a fee estimated at approximately $_________.

METHOD OF EXERCISE OF RIGHTS

     Rights may be exercised by filling in and signing the reverse side of the
Subscription Certificate and mailing it in the envelope provided, or otherwise
delivering the completed and signed Subscription Certificate to the Subscription
Agent, together with payment for the Shares as described below under "Payment
for Shares." Rights may also be exercised through a Rights holder's broker, who
may charge such Rights holder a servicing fee in connection with such exercise.
Fractional Shares will not be issued, and Rights holders who receive, or who are
left with, fewer than eight Rights will not be able to exercise such Rights.

     Completed Subscription Certificates and related payments must be received
by the Subscription Agent prior to 5:00 p.m., New York time, on the Expiration
Date (unless payment is effected by means of a notice of guaranteed delivery as
described below under "Payment for Shares") at the offices of the Subscription
Agent at one of the addresses set forth below.


                                       14
<PAGE>
The Subscription Certificate and payment should be sent to EQUISERVE TRUST
COMPANY, N.A. by one of the following methods:


<TABLE>
<CAPTION>
SUBSCRIPTION CERTIFICATE
DELIVERY METHOD              ADDRESS
- ---------------              -------
<S>                          <C>

If By Mail:                  EquiServe
                             Att: Corporate Actions
                             P.O. Box 43025
                             Providence, RI 02940-3025

If By Hand:                  Securities Transfer and Reporting Services, Inc.
                             c/o EquiServe
                             100 Williams St. Galleria
                             New York, NY  10038

If By Overnight Courier or   EquiServe
Express Mail:                Attn: Corporate Actions
                             40 Campanelli Drive
                             Braintree, MA 02184

By Broker-Dealer or          Shareholders whose Shares are held in a brokerage,
other Nominee:               bank or trust account may contact their broker or
(Notice of Guaranteed        other nominee and instruct them to submit a Notice
Delivery)                    of Guaranteed Delivery and payment on their
                             behalf.
</TABLE>

DELIVERY BY ANY METHOD OR TO ANY ADDRESS NOT LISTED ABOVE WILL NOT CONSTITUTE
GOOD DELIVERY.

     All questions as to the validity, form, eligibility (including times of
receipt and matters pertaining to beneficial ownership) and the acceptance of
subscription forms and the Subscription Price will be determined by All-Star,
which determinations will be final and binding. No alternative, conditional or
contingent subscriptions will be accepted. All-Star reserves the absolute right
to reject any or all subscriptions not properly submitted or the acceptance of
which would, in the opinion of the Fund's counsel, be unlawful. All-Star also
reserves the right to waive any irregularities or conditions, and the Fund's
interpretations of the terms and conditions of the Offer shall be final and
binding. Any irregularities in connection with subscriptions must be cured
within such time, if any, as the Fund shall determine unless waived. Neither
All-Star nor the Subscription Agent shall be under any duty to give notification
of defects in such subscriptions or incur any liability for failure to give such
notification. Subscriptions will not be deemed to have been made until such
irregularities have been cured or waived.

PAYMENT FOR SHARES

     Holders of Rights who subscribe for Shares on Primary Subscription or
pursuant to the Over-Subscription Privilege may choose between the following
methods of payment:

     (1) A subscription will be accepted by the Subscription Agent if, prior to
5:00 p.m., New York time, on the Expiration Date, the Subscription Agent shall
have received a notice of guaranteed delivery, by facsimile or otherwise, from a
bank or trust company or a New York Stock Exchange or National Association of
Securities Dealers member firm, guaranteeing delivery of (a) payment of the full
Subscription Price for the Shares subscribed for on Primary Subscription and any
additional Shares subscribed for pursuant to the Over-Subscription Privilege and
(b) a properly completed and executed Subscription Certificate. The Subscription
Agent will not honor a notice of guaranteed delivery if a properly completed and
executed Subscription Certificate and full payment for the Shares is not
received by the Subscription Agent by ______________, 2001. The notice of
guaranteed delivery may be delivered to the Subscription Agent in the same
manner as Subscription Certificates at the addresses set forth above, or may be
transmitted to the Subscription Agent by facsimile transmission (telecopy number
(781) 575-4826; telephone number to confirm receipt (781) 575-4816).


                                       15
<PAGE>
     (2) Alternatively, a holder of Rights can, together with the Subscription
Certificate, send payment for the Shares acquired on Primary Subscription and
any additional shares subscribed for pursuant to the Over-Subscription Privilege
to the Subscription Agent based on an estimated purchase price of $____ per
Share. To be accepted, such payment, together with the Subscription Certificate,
must be received by the Subscription Agent prior to 5:00 p.m., New York time, on
the Expiration Date. THE SUBSCRIPTION AGENT WILL NOT ACCEPT CASH AS A MEANS OF
PAYMENT FOR SHARES. EXCEPT AS OTHERWISE SET FORTH BELOW, A PAYMENT PURSUANT TO
THIS METHOD MUST BE IN UNITED STATES DOLLARS BY MONEY ORDER OR CHECK DRAWN ON A
BANK LOCATED IN THE CONTINENTAL UNITED STATES, MUST BE PAYABLE TO THE LIBERTY
ALL-STAR GROWTH FUND, INC., AND MUST ACCOMPANY AN EXECUTED SUBSCRIPTION
CERTIFICATE TO BE ACCEPTED.

     Within ten business days following the Expiration Date (the "Confirmation
Date" ), a confirmation will be sent by the Subscription Agent to each
shareholder exercising his or her Rights (or, if the All-Star Shares on the
Record Date are held by Cede or any other depository or nominee, to Cede or such
other depository or nominee), showing (i) the number of Shares acquired pursuant
to the Primary Subscription; (ii) the number of Shares, if any, acquired
pursuant to the Over-Subscription Privilege; (iii) the per Share and total
purchase price for the Shares; and (iv) any additional amount payable by such
shareholder to All-Star or any excess to be refunded by All-Star to such
shareholder, in each case based on the Subscription Price as determined on the
Pricing Date. Any additional payment required from a shareholder must be
received by the Subscription Agent prior to 5:00 p.m., New York time, on
______________, 2001, and any excess payment to be refunded by All-Star to such
shareholder will be mailed by the Subscription Agent with the confirmation. All
payments by a shareholder must be in United States dollars by money order or
check drawn on a bank located in the United States of America and be payable to
Liberty All-Star Growth Fund, Inc. Such payments will be held by the
Subscription Agent pending completion of the processing of the subscription, and
will then be paid to All-Star. Any interest earned on such amounts will accrue
to All-Star and none will be paid to the subscriber.

     Whichever of the above two methods of payment is used, issuance and
delivery of the Shares subscribed for are subject to collection of checks and
actual payment pursuant to any notice of guaranteed delivery.

     Rights holders will have no right to rescind their subscription after
receipt of their payment for Shares by the Subscription Agent.

     If a holder of Rights who acquires Shares pursuant to the Primary
Subscription or the Over-Subscription Privilege does not make payment of any
amounts due, All-Star reserves the right to take any or all of the following
actions: (i) find other purchasers for such subscribed and unpaid for Shares;
(ii) apply any payment actually received by it toward the purchase of the
greatest number of whole Shares which could be acquired by such holder upon
exercise of the Primary Subscription or the Over-Subscription Privilege; (iii)
sell in the open market all or a portion of the Shares purchased by the holder,
and apply the proceeds to the amounts owed; and (iv) exercise any and all other
rights or remedies to which it may be entitled, including, without limitation,
the right to set off against payments actually received by it with respect to
such subscribed Shares to enforce the relevant guaranty of payment or monetary
damages.

     All-Star shareholders whose shares are held by a broker-dealer, bank, trust
company or other nominee should contact the nominee to exercise their Rights and
request the nominee to exercise their Rights in accordance with their
instructions.

     Brokers, banks, trust companies, depositories and other nominees who hold
All-Star Shares for the account of others should notify the respective
beneficial owners of such Shares as soon as possible to ascertain such
beneficial owners' intentions and to obtain instructions with respect to
exercising the Rights. If the beneficial owner so instructs, the record holder
of such Right should complete Subscription Certificates and submit them to the
Subscription Agent with the proper payment.


                                       16
<PAGE>
     The instructions contained on the Subscription Certificate should be read
carefully and followed in detail. DO NOT SEND SUBSCRIPTION CERTIFICATES TO
ALL-STAR. (They should be sent to EquiServe Trust Company, N.A. as indicated
above).

     THE METHOD OF DELIVERY OF SUBSCRIPTION CERTIFICATES AND PAYMENT OF THE
SUBSCRIPTION PRICE TO THE SUBSCRIPTION AGENT WILL BE AT THE ELECTION AND RISK OF
THE RIGHTS HOLDERS, BUT IF SENT BY MAIL IT IS RECOMMENDED THAT THE CERTIFICATES
AND PAYMENTS BE SENT BY REGISTERED MAIL, PROPERLY INSURED, WITH RETURN RECEIPT
REQUESTED, AND THAT A SUFFICIENT NUMBER OF DAYS BE ALLOWED TO ENSURE DELIVERY TO
THE SUBSCRIPTION AGENT AND CLEARANCE OF PAYMENT PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE. BECAUSE UNCERTIFIED PERSONAL CHECKS MAY TAKE
AT LEAST FIVE BUSINESS DAYS TO CLEAR, YOU ARE STRONGLY URGED TO PAY, OR ARRANGE
FOR PAYMENT, BY MEANS OF A CERTIFIED OR CASHIER'S CHECK OR MONEY ORDER.

DELIVERY OF STOCK CERTIFICATES

     Participants in All-Star's Automatic Dividend Reinvestment and Cash
Purchase Plan (the "Plan") who exercise the Rights issued on the shares held in
their accounts in the Plan will have their Shares acquired on Primary
Subscription and pursuant to the Over-Subscription Privilege credited to their
shareholder distribution reinvestment accounts in the Plan. Shareholders whose
shares are held of record by Cede or by any other depository or nominee on their
behalf or their broker-dealers' behalf will have their Shares acquired on
Primary Subscription and pursuant to the Over-Subscription Privilege credited to
the account of Cede or such other depository or nominee. With respect to all
other shareholders, stock certificates for all Shares acquired on Primary
Subscription and pursuant to the Over-Subscription Privilege will be mailed,
together with the confirmation and refund of the amount, if any, paid in excess
of the final Subscription Price, on or about _____________, 2001 if the
estimated Subscription Price is equal to or in excess of the final Subscription
Price. If the shareholder's confirmation shows that an additional amount is
payable due to the final Subscription Price exceeding the estimated Subscription
Price, the stock certificates will be mailed on or about ______________, 2001,
provided that such additional amount has been paid and payment for the Shares
subscribed for has cleared, which clearance may take up to five days from the
date of receipt of the payment. If such payment does not clear within five
business days from the date of receipt, All-Star may exercise its rights in the
event of nonpayment under "Payment for Shares" above.

      Record Date Shareholders whose record addresses are outside the United
States will receive written notice of the Offer; however, Subscription
Certificates will not be mailed to such shareholders. The Rights to which those
Subscription Certificates relate will be held by the Subscription Agent for such
foreign Record Date Shareholders' accounts until instructions are received in
writing with payment to exercise the Rights. If no such instructions are
received by the Expiration Date, such Rights will expire. See "Subscription
Agent".

FEDERAL INCOME TAX CONSEQUENCES

     The following is a general summary of the significant federal income tax
consequences of the receipt of Rights by a Record Date Shareholder and a
subsequent lapse or exercise of such Rights. The discussion is based upon
applicable provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), the Treasury Regulations promulgated thereunder and other authorities
currently in effect, and does not address state or local tax consequences.

     For federal income tax purposes, neither the receipt nor the exercise of
the Rights will result in taxable income to holders of shares, and no loss will
be realized if the Rights expire without being exercised. All-Star will realize
no gain or loss on the issuance, exercise or expiration of the Rights.

     The holding period for a Share acquired upon exercise of a Right begins
with the date of exercise. In the absence of a special election by the
shareholder, the shareholder's basis for determining gain or loss upon the sale
of that Share will be the per share Subscription Price. The gain or loss
recognized upon such sale will be capital gain or loss if the Share was held as
a capital asset at the time of sale taxable, in the case of noncorporate
shareholders, at a maximum rate of __% if the shareholder's holding period for
the Share is more than twelve months.


                                       17
<PAGE>
     The foregoing does not cover the state or local tax consequences of
receiving or exercising a Right or address tax aspects of the Offer that may be
relevant to shareholders subject to special treatment under the Internal Revenue
Code (such as insurance companies, financial institutions, tax-exempt entities,
employee benefit plans, dealers in securities, foreign corporations, and persons
who are not citizens or residents of the U.S.). The foregoing is intended solely
as general information, based on the Internal Revenue Code, applicable
regulations and judicial precedent as of the date hereof, and each shareholder
is advised to consult his or her own tax adviser regarding tax consequences.

Employee Benefit Plan Considerations

         Shareholders that are employee benefit plans subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") (including separate
profit sharing/retirement and savings plans, plans for self-employed individuals
and their employees and individual retirement accounts ("IRAs)) (collectively,
"Retirement Plans") should be aware that additional contributions of cash to a
Retirement Plan (other than rollover contributions or trustee-to-trustee
transfers from other Retirement Plans) in order to exercise Rights may, when
taken together with contributions previously made, be treated as excess or
nondeductible contributions subject to excise taxes. In the case of Retirement
Plans qualified under Section 401(a) of the Code, additional cash contributions
could cause violations of the maximum contribution limitations of Section 415 of
the Code or other qualification rules. Retirement Plans in which contributions
are so limited should consider whether there is an additional source of funds
available within the Retirement Plan, including the liquidation of assets, with
which to exercise the Rights. Because the rules governing Retirement Plans are
extensive and complex, Retirement Plans contemplating the exercise of Rights
should consult with their counsel prior to such exercise.

         Retirement Plans and other tax-exempt entities, including governmental
plans, should also be aware that if they borrow to finance their exercise of
Right, they become subject to tax on unrelated business taxable income under
Section 511 of the Code. If any portion of an IRA is used as security for a
loan, that portion will be treated as a distribution to the IRA owner.

         ERISA contains fiduciary responsibility requirements, and ERISA and the
Code contain prohibited transaction rules, that may impact the exercise of
Rights. Due to the complexity of these rules and the penalties for
non-compliance, Retirement Plans should consult with their counsel regarding the
consequences of their exercise of Rights under ERISA and the Code.

                     SPECIAL CONSIDERATIONS AND RISK FACTORS

DILUTION

         If you do not exercise all of your Rights during the Subscription
Period, when the Offering is over you will own a relatively smaller percentage
of the Fund if you had exercised all of your Rights. The Fund cannot tell you
precisely how much smaller the percentage of the Fund that you would own because
the Fund does not know how many of the Fund's Record Date Shareholders will
exercise their Rights and how many of their Rights they will exercise.

         Shareholders will experience an immediate dilution of the aggregate
NAV of Shares as a result of the completion of the Offer because (i) the
Subscription Price per Share will be less than the Fund's
NAV per Share on the Expiration Date, (ii) the Fund will incur expenses in
connection with the Offer, and (iii) the number of Shares outstanding after the
Offer will increase in a greater percentage than the increase in the size of the
Fund's assets. This dilution also will affect Record Date Shareholders to a
greater extent if they do not exercise their Rights in full. It is not
possible to state precisely the amount of any decreases in either NAV or in
ownership interests, because it is not known at this time what the NAV per Share
will be at the Expiration Date or what proportion of the Shares will be
subscribed. Finally, there may be a dilution of earnings per Share due to the
increase in the number of Shares outstanding, but only to the extent that
investments of the proceeds of the Offer do not achieve the same return as
current investments held by the Fund. To the extent such investments achieve a
better return than current investments, earnings per Share will experience
appreciation.

         The following example assumes that all of the Shares are sold at the
estimated Subscription Price and after deducting all expenses related to the
issuance of the Shares.

<TABLE>
<CAPTION>
                            NAV per Share on           Dilution           Percentage
                               _______, 2001     per Share in Dollars      Dilution
<S>                         <C>                  <C>                      <C>

Primary Subscription
or __________ Shares            $                     $                         %

Primary Subscription and
Oversubscription or
____________ Shares             $                     $                         %
</TABLE>


MARKET VALUE AND NET ASSET VALUE

         The shares of closed-end investment companies frequently trade at a
discount from net asset value. This characteristic of shares of a closed-end
fund is a risk separate and distinct from the risk that the Fund's net asset
value may decrease. Since the commencement of the Fund's operations, the Fund's
Shares have generally traded in the market at a discount to net asset value. See
"Capital Stock." The risk of purchasing shares of a closed-end fund that might
trade at a discount is more pronounced if you wish to sell your shares in a
relatively short period of time. If you do so, realization of a gain or loss on
your investment is likely to be more dependent upon the existence of a premium
or discount than upon portfolio performance. The Fund's shares are not subject
to redemption. Investors desiring liquidity may, subject to applicable
securities laws, trade their shares in the Fund on any exchange where such
shares are then trading at current market value, which may differ from the then
current net


                                       18
<PAGE>
asset value. Moreover, Shareholders expecting to sell their Shares during the
course of the Offer should be aware that there is a greater risk that the
potential discount referred to above, which may increase during the Offer, will
adversely affect them. This increased risk is because, among other things, the
market price per Share may reflect the anticipated dilution that will result
from this Offer. The Fund cannot predict whether the Shares will trade at a
discount or premium to NAV after completion of the Offer.

POSSIBLE SUSPENSION OF THE OFFER

     All-Star has, as required by the Securities and Exchange Commission's
registration form, undertaken to suspend the Offer until it amends this
Prospectus if subsequent to _____________, 2001, the effective date of the
Fund's Registration Statement, All-Star's net asset value declines more than 10%
from its net asset value as of _____________, 2001. Accordingly, All-Star will
notify shareholders of any such decline and thereby permit them to cancel their
exercise of Rights.

                                 USE OF PROCEEDS

     The net proceeds of the Offer, assuming that all Shares offered hereby are
sold at an assumed Subscription Price of $_____ per share, are estimated to be
approximately $__________, after deducting expenses payable by All-Star
estimated at $_______. Such net proceeds will be invested by All-Star's
Portfolio Managers in portfolio securities in accordance with All-Star's
investment objective and policies. It is anticipated that investment of such net
proceeds under normal market conditions will take place during a period of
approximately 30 days from their receipt by All-Star, and would in any event
be completed within three months. Pending such investment the net proceeds
will be invested in Short-Term Money Market Instruments (as defined under
"Investment Objective and Policies" below).

                               HISTORY OF THE FUND

     The Fund was incorporated as a Maryland corporation on December 16, 1985
and commenced investment operations on March 14, 1986 as a closed-end management
investment company under the name "Growth Stock Outlook Trust, Inc." and under
the management of Growth Stock Outlook, Inc. ("GSO"), a corporation owned by Mr.
Charles Allmon and his wife. In May, 1990, the Fund's original investment
objective of long-term capital appreciation (with income being a consideration
in the selection of investments but not an investment objective) was changed to
long-term capital appreciation as a primary objective and current income as a
secondary objective, in each case with an emphasis on the preservation of
capital, and in May, 1991 the Fund's name was changed to "The Charles Allmon
Trust, Inc." During GSO's management of the Fund, a substantial portion of the
Fund's portfolio was invested in U.S. Government Securities and other short-term
cash equivalents.

     Pursuant to an Asset Acquisition and Fund Transition Agreement among LAMCO,
GSO and Mr. Allmon, on May 27, 1994 the Fund entered into a Fund Management
Agreement with LAMCO pursuant to which LAMCO provided its multi-manager services
described under "The Multi-Manager Concept" below with respect to an initial
amount equal to 20% of the Fund's total assets, with GSO continuing to manage
the remaining 80%. LAMCO also assumed administrative responsibility for the
Fund. On November 6, 1995 LAMCO assumed investment management responsibility for
100% of the Fund's assets, the Fund's name was changed to "Liberty All-Star
Growth Fund, Inc.", the Fund's investment objective was returned to the original
objective of long-term capital appreciation, eliminating the secondary objective
of current income and the emphasis on preservation of capital, and the Fund's
Board of Directors was reconstituted. The approximately 79% of the Fund's assets
then being managed by GSO, over 80% of which had been invested in U.S. Treasury
bills and other short-term cash equivalents, was assigned in substantially equal
portions to the Fund's then three Portfolio Managers under LAMCO's supervision
and within three months was substantially fully invested in equity securities in
accordance with their respective investment styles.

                            THE MULTI-MANAGER CONCEPT

     All-Star allocates its portfolio assets on an approximately equal basis
among a number of independent investment management firms ("Portfolio
Managers"), currently three in number, recommended by LAMCO, 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.


                                       19
<PAGE>
     In the opinion of LAMCO, the multi-manager concept provides advantages over
the use of a single manager because of the following primary factors:

     (i) most equity investment management-firms consistently employ a distinct
investment style which causes them to emphasize stocks with particular
characteristics;

     (ii) because of changing investor preferences, any given investment style
will move into and out of market favor and will result in better investment
performance under certain market conditions but less successful performance
under other conditions;

     (iii) consequently, by allocating All-Star's portfolio on an approximately
equal basis among Portfolio Managers employing different styles, the impact of
any one such style on investment performance will be diluted, and the investment
performance of the total portfolio will be more consistent and less volatile
over the long-term than if a single style were employed throughout the entire
period;

     (iv) consistent performance at a given annual rate of return over time
produces a higher rate of return for the long-term than more volatile
performance having the same average annual rate of return.

     LAMCO, based on the foregoing principles and on its analysis and evaluation
of information regarding the personnel and investment styles and performance of
a universe of numerous professional investment management firms, has selected
for appointment by All-Star a group of Portfolio Managers representing a
blending of different investment styles which, in its opinion, is appropriate to
All-Star's investment objective.

     LAMCO continuously monitors the performance and investment styles of
All-Star's Portfolio Managers and from time to time recommends changes of
Portfolio Managers based on factors such as changes in a Portfolio Manager's
investment style or a departure by a Portfolio Manager from the investment style
for which it had been selected, a deterioration in a Portfolio Manager's
performance relative to that of other investment management firms practicing a
similar style, or adverse changes in its ownership or personnel. Portfolio
Manager changes may also be made to change the mix of investment styles employed
by All-Star's Portfolio Managers. Since LAMCO's assumption of management
responsibilities for the Fund in May, 1994 (see "History of the Fund"), All-Star
has had four Portfolio Manager changes.

     All-Star Portfolio Manager changes, as well as the periodic rebalancings of
its portfolio among the Portfolio Managers and the need to raise cash for
All-Star's quarterly distributions, may result in some portfolio turnover in
excess of what would otherwise be the case (see "Financial Highlights" above).
Increased portfolio turnover would cause increased brokerage commission costs to
the Fund, and may result in realization of capital gains, which are taxable to
shareholders.

     Under the terms of an exemptive order issued to All-Star and LAMCO by the
Securities and Exchange Commission, a portfolio management agreement with a new
or additional Portfolio Manager may be entered into in advance of shareholder
approval, provided that the new agreement is at a fee no higher than that
provided in, and is on other terms and conditions substantially similar to,
All-Star's agreements with its other Portfolio Managers, and that its
continuance is subject to approval by shareholders at All-Star's regularly
scheduled annual shareholder meeting (normally held in April) next following the
date of the new or additional portfolio management agreement. Information about
Portfolio Manager changes or additions made in advance of shareholder approval
will be announced to the press following Board of Directors action and will be
included in the next report to shareholders.

     All-Star's current Portfolio Managers are:

         William Blair & Company, L.L.C.
         TCW Investment Management Company
         M.A. Weatherbie & Co., Inc.

     See Appendix A for information about these Portfolio Managers, including
the employees primarily responsible for the day-to-day management of the portion
of All-Star's portfolio allocated to each.


                                       20
<PAGE>
                 INVESTMENT OBJECTIVE, POLICIES AND RISKS

     All-Star's investment objective is to seek long-term capital appreciation.
It seeks its investment objective through investment primarily in a diversified
portfolio of equity securities. See "History of the Fund" above for its prior
investment objectives.

     All-Star invests primarily (at least 65% under normal market conditions) in
equity securities, including securities convertible into or exchangeable for
equity securities.

     Although under normal market conditions All-Star will remain substantially
fully invested in equity securities, up to 35% of the value of All-Star's total
assets may generally be invested in obligations of the U.S. Government and its
agencies and instrumentalities ("U.S. Government Securities"), repurchase
agreements with respect to U.S. Government Securities, and, to an extent not
greater than 10% of the market value of the Fund's total assets, money market
mutual funds that invest primarily in U.S. Government Securities. All-Star may
temporarily invest without limit in U.S. Government Securities, repurchase
agreements and money market mutual funds for defensive purposes when LAMCO or
the Portfolio Managers deem that market conditions are such that a more
conservative approach to investment is desirable.

     All-Star's investment objective of long-term capital appreciation, as well
as certain of its investment restrictions referred to under Reducing Risk below
and in the Statement of Additional Information, are fundamental and may not be
changed without a majority vote of All-Star's outstanding shares. Under the 1940
Act, a "majority vote" means the vote of the lesser of (a) 67% of the shares of
All-Star represented at a meeting at which the holders of more than 50% of the
outstanding shares of All-Star are present or represented, or (b) more than 50%
of the outstanding shares of All-Star. Non-fundamental policies may be changed
by vote of the Board of Directors.

REPURCHASE AGREEMENTS

     All-Star may enter into repurchase agreements with banks or broker-dealer
firms whereby such institutions sell U.S. Government Securities to All-Star and
agree at the time of sale to repurchase them at a mutually agreed upon time and
price. The resale price is greater than the purchase price, reflecting an
agreed-upon interest rate which is effective during the time between the
purchase and resale and is not related to the stated interest rate on the
purchased securities. All-Star requires the seller of the securities to maintain
on deposit with All-Star's custodian bank securities in an amount at all times
equal to or in excess of the value of the repurchase agreement. In the event
that the seller of the securities defaults on its repurchase obligation or
becomes bankrupt, All-Star could receive less than the repurchase price on the
sale of the securities to another party or could be subjected to delays in
selling the securities. Under normal market conditions, not more than 35% of
All-Star's total assets will be invested in Short-Term Money Market Instruments,
including repurchase agreements, and not more than 10% of All-Star's net assets
will be invested in repurchase agreements maturing in more than seven days.

FOREIGN SECURITIES

     All-Star may invest up to 25% percent of its net assets in foreign
securities, provided that it will not purchase the securities of a foreign
issuer if as a result more than 50% of the Fund's investments in equity
securities would consist of securities of foreign issuers. All-Star presently
does not intend to invest 10% or more of its assets in foreign securities.
Investment in foreign securities involves considerations and risks not typically
associated with investing in securities of domestic companies. See "Investment
Objectives and Policies -- Foreign Securities" in the Statement of Additional
Information.

RISKS

     As an investment company that holds common stocks, All-Star's portfolio is
subject to the possibility that common stock prices will decline over short or
even extended periods. All-Star may remain substantially fully invested during
periods when stock prices generally rise and also during periods when they
generally decline. Risks are inherent in investments in equities, and Fund
shareholders should be able to tolerate significant fluctuations in the value of
their investment in All-Star. All-Star is intended to be a long-term investment
vehicle and is not designed to provide investors


                                       21
<PAGE>
with a means of speculating on short-term stock market movements. Investors
should not consider the Fund a complete investment program.

     In addition to the foregoing investment risks, shares of closed-end
investment companies such as All-Star are not redeemable and frequently trade at
a discount from their net asset value. This risk is separate and distinct from
the risk that All-Star's net asset value may decline. See "Share Price Data" for
information about the market price and net asset value of All-Star's shares
since January 1, 1999.

REDUCING INVESTMENT RISK

     As a matter of fundamental policy, All-Star will not (i), as to 75% of its
total assets, purchase the securities (other than U.S. Government Securities) of
any one issuer if after such purchase more than 5% of its assets would be
invested in the securities of that issuer, (ii) purchase more than 10% of the
outstanding voting securities of such issuer, (iii) invest 25% more of its total
assets in the securities of issuers in the same industry, or (iv) invest more
than 10% of its total assets in securities that at the time of purchase have
legal or contractual restrictions on resale (including unregistered securities
that are eligible for resale to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933). See "Investment Restrictions" in the
Statement of Additional Information.

                             MANAGEMENT OF ALL-STAR

     The management of All-Star's business and affairs is the responsibility of
its Board of Directors.

     All-Star has a Fund Management Agreement with Liberty Asset Management
Company (the "Fund Manager" or "LAMCO") pursuant to which LAMCO provides the
Portfolio Manager selection, evaluation, monitoring and rebalancing services
("investment management services") described above under "The Multi-Manager
Concept." No single individual at LAMCO is responsible for LAMCO's decisions
with respect to the retention or replacement of the Portfolio Managers.

     LAMCO is also responsible for the provision of administrative services to
All-Star, including the provision of office space, shareholder and broker-dealer
communications, compensation of officers of All-Star who are officers or
employees of LAMCO or its affiliates, and the supervision of transfer agency,
dividend disbursing, custodial and other services provided to others. Certain of
LAMCO's administrative responsibilities have been delegated to Colonial.

     LAMCO has its offices at Federal Reserve Plaza, 600 Atlantic Avenue,
Boston, Massachusetts 02210-2214. LAMCO was organized in 1985 and is an indirect
wholly-owned subsidiary of Liberty Financial Companies, Inc., which in turn is
an indirect majority-owned subsidiary of Liberty Mutual Insurance Company, an
international multi-line insurance carrier.

     On June 4, 2001 Liberty Financial announced that Fleet National Bank has
agreed to acquire Liberty Financial's asset management business, including
LAMCO. Fleet National Bank is an indirect wholly-owned subsidiary of FleetBoston
Financial Corporation, a U.S. financial holding company. The closing of the
proposed transaction is expected to take place during the second half of 2001
and is subject to a number of conditions, including approval by the shareholders
of Liberty Financial.

     Under All-Star's Portfolio Management Agreements with each of its Portfolio
Managers and LAMCO, each Portfolio Manager has discretionary authority
(including for the selection of brokers and dealers for the execution of
All-Star's portfolio transactions) with respect to the portion of All-Star's
assets allocated to it by LAMCO from time to time, subject to All-Star's
investment objective and policies, to the supervision and control of the
Directors, and to instructions from LAMCO. As described under "The Multi-Manager
Concept", LAMCO from time to time reallocates All-Star's portfolio assets in
order to maintain an approximately equal allocation of them among the Portfolio
Managers and to preserve an approximately equal weighting among the different
investment styles practiced by the Portfolio Managers. Although the Portfolio
Managers' activities are subject to general oversight by LAMCO and the Directors
and officers of All-Star, neither LAMCO nor such Directors and officers evaluate
the investment merits of the Portfolio Managers' selections of individual
securities. See Appendix A for a description of the Portfolio Managers.


                                       22
<PAGE>
     Although All-Star does not permit a Portfolio Manager to act or have a
broker-dealer affiliate act as broker for Fund portfolio transactions initiated
by it, All-Star's Portfolio Managers are permitted to place 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 All-Star's procedures adopted under Rule 17e-1 under the 1940 Act.

     Under All-Star's Fund Management Agreement with LAMCO and its Portfolio
Management Agreements with the Portfolio Managers, All-Star pays LAMCO a fund
management fee and an administrative fee, and LAMCO in turn pays the fees of the
Portfolio Managers from the fund management fees paid to it. The annual fees
that are paid under the current agreements are shown below (fees are payable
quarterly based on the indicated percentage of the Fund's average weekly net
assets during the prior quarter).

<TABLE>
<CAPTION>
                        Fund Management
                        Fee Paid to LAMCO
                        and Portfolio Management
 Average weekly         Fee Paid to                              Administrative
 Net Asset Value        Portfolio Managers                       Fee Paid to LAMCO      Total Fees
- ----------------        ------------------                       -----------------      ----------
<S>                     <C>                                      <C>                    <C>
 First $300 million     0.80% (0.40% to Portfolio Managers)           0.20%                 1.00%
 Over $300 million      0.72% (0.36% to Portfolio Managers)           0.18%                 0.90%
</TABLE>

     Colonial provides pricing and bookkeeping services to All-Star for an
annual fee of $30,000 per year plus 0.0233% of the Fund's average weekly net
assets over $50 million.

CUSTODIAN AND TRANSFER AGENT

     JP Morgan Chase and Company, 270 Park Avenue, New York, New York 10017, is
All-Star's custodian. EquiServe Trust Company, N.A., 150 Royall Street, Canton,
Massachusetts 02021, is the transfer and dividend disbursing agent and
registrar for All-Star.

EXPENSES OF THE FUND

     LAMCO provides the Portfolio Manager selection, evaluation, monitoring and
rebalancing services and assumes responsibility for the administrative services
described above, pays the compensation of and furnishes office space for the
officers of All-Star who are affiliated with LAMCO, and pays the management fees
of the Portfolio Managers. All-Star pays all its expenses, other than those
expressly assumed by LAMCO. The expenses payable by All-Star include: management
and administrative fees payable to LAMCO; pricing and bookkeeping fees payable
to Colonial; fees and expenses of independent auditors; fees for transfer agent
and registrar, dividend disbursing, custodian and portfolio recordkeeping
services; expenses in connection with the Automatic Dividend Reinvestment and
Cash Purchase Plan; expenses in connection with obtaining quotations for
calculating the value of All-Star's net assets; taxes (if any) and the
preparation of All-Star's tax returns; brokerage fees and commissions; interest;
costs of director and shareholder meetings (including expenses of printing and
mailing proxy material therefor); expenses of printing and mailing reports to
shareholders; fees for filing reports with regulatory bodies and the maintenance
of All-Star's existence; membership dues for investment company industry trade
associations; legal fees; stock exchange listing fees and expenses; fees to
federal and state authorities for the registration of shares; fees and expenses
of Directors who are not directors, officers, employees or stockholders of LAMCO
or its affiliates; insurance and fidelity bond premiums; and any extraordinary
expenses of a non-recurring nature.


                                       23
<PAGE>
                              DESCRIPTION OF SHARES

GENERAL

     All-Star's authorized capitalization consists of 60,000,000 shares of
common stock, par value $.10 per share, of which __________ shares were issued
and outstanding on the date of this Prospectus. The currently outstanding shares
are, and the Shares offered hereby when issued and paid for pursuant to the
terms of the Offer will be, fully paid and non-assessable. Shareholders would
be entitled to share pro rata in the net assets of All-Star available for
distribution to shareholders upon liquidation of All-Star.

     Shareholders are entitled to one vote for each share held. All-Star's
shares do not have cumulative voting rights, which means that the holders of
more than 50% of the shares of All-Star voting for the election of Directors can
elect all the Directors standing for election, and, in such event, the holders
of the remaining shares will not be able to elect any of such Directors.

REPURCHASE OF SHARES

     All-Star is a closed-end investment company and as such its shareholders do
not have the right to cause All-Star to redeem their All-Star shares. All-Star,
however, is authorized to repurchase its shares on the open market when its
shares are trading at a discount from their net asset value. All-Star has no
current plans to repurchase its shares.

ANTI-TAKEOVER PROVISIONS OF THE ARTICLES OF INCORPORATION AND BY-LAWS;
SUPER-MAJORITY VOTE REQUIREMENT FOR CONVERSION TO OPEN-END STATUS

     All-Star's Articles of Incorporation and By-laws contain provisions
(commonly referred to as "antitakeover" provisions) which are intended to have
the effect of limiting the ability of other entities or persons to acquire
control of All-Star, to cause it to engage in certain transactions, or to modify
its structure. The Board of Directors is divided into three classes, each having
a term of three years. On the date of the annual meeting of shareholders in each
year the term of one class expires. This provision could delay for up to two
years the replacement of a majority of the Board of Directors. In addition, the
affirmative vote of the holders of 66 2/3% of the shares of the Fund will be
required generally to authorize any of the following transactions:

(i)   All-Star's merger or consolidation with or into any other corporation;

(ii)  the issuance of any securities of All-Star to any person or entity for
      cash;

(iii) the sale, lease or exchange of all or any substantial part of All-Star's
      assets to any entity or person (except assets having an aggregate fair
      market value of less than $1,000,000); or

(iv)  the sale, lease or exchange to All-Star, in exchange for securities of
      All-Star, of any assets of any entity or person (except assets having an
      aggregate fair market value of less than $1,000,000);

if such corporation, person or entity is directly, or indirectly through
affiliates, the beneficial owner of five percent or more of the outstanding
shares of All-Star. Such 66 2/3% vote will not be required with respect to the
transactions listed in (i) through (iv) above where the Board of Directors under
certain conditions approves the transaction. However, depending upon the
transaction, a different shareholder vote may nevertheless be required under
Maryland law.

     The affirmative vote of the holders of 66 2/3% percent of the outstanding
shares of Common Stock will be required to authorize All-Star's conversion from
a closed-end to an open-end investment company, regardless of whether approved
or recommended by the Fund's Board of Directors.

     The foregoing super-majority vote requirements may not be amended except
with a similar supermajority vote of the shareholders.


                                       24
<PAGE>
     These provisions will make more difficult a change in All-Star's structure
or management or consummation of the foregoing transactions without the
Directors' approval. The anti-takeover provisions could have the effect of
depriving shareholders of an opportunity to sell their shares at a premium over
prevailing market prices by discouraging a third party from seeking to obtain
control of All-Star in a tender offer or similar transaction. However, the Board
of Directors continues to believe that the anti-takeover provisions are in the
best interests of All-Star and its shareholders because they provide the
advantage of potentially requiring persons seeking control of All-Star to
negotiate with its management regarding the price to be paid and facilitating
the continuity of All-Star's management and its continuing application of the
multi-manager concept.

     The Board also believes that the super-majority vote requirement for
conversion to an open-end investment company is in the best interest of All-Star
and its shareholders because it will allow All-Star to continue to benefit from
the advantages of its closed-end structure until such time that, based on
relevant factors including the then current relationship of the market price of
All-Star's shares to their net asset value, the Board determines to recommend to
shareholders All-Star's conversion to an open-end investment company.

                        DISTRIBUTIONS; AUTOMATIC DIVIDEND
                       REINVESTMENT AND CASH PURCHASE PLAN

10% DISTRIBUTION POLICY

     All-Star's current distribution policy, announced in February, 1997, is to
pay distributions on its Shares totaling approximately 10% of its net asset
value per year, payable in four quarterly distributions of 2.5% of All-Star's
net asset value at the close of the NYSE on the Friday prior to each quarterly
declaration date. These fixed distributions are not related to the Fund's net
investment income or net realized capital gains or losses. If, for any calendar
year, the total distributions required by the 10% pay-out policy exceed
All-Star's net investment income and net realized capital gains, the excess will
generally be treated as a tax-free return of capital to the extent of the
shareholder's basis in his or her shares, and thereafter, to the extent of any
excess over such basis, as capital gain. The amount treated as a tax-free return
of capital will reduce the shareholder's adjusted basis in his or her shares,
thereby increasing his or her potential gain or reducing his or her potential
loss on the sale of his or her shares.

     To the extent All-Star's 10% payout policy results in distributions in
excess of its net investment income and net realized capital gains, such
distributions will decrease All-Star's total assets and increase its expense
ratio to a greater extent than would have been the case without the 10% payout
policy. In addition, in order to make distributions under the 10% payout policy,
All-Star may have to sell portfolio securities at times when the particular
investment styles of its Portfolio Managers would dictate not doing so.

     All-Star may, in the discretion of the Board of Directors, retain for
reinvestment, and not distribute, net long-term capital gains in excess of net
short-term capital losses for any year to the extent that its net investment
income, net short-term realized gains and net long-term realized gains exceed
the minimum amount required to be distributed for such year under the 10%
pay-out policy, although All-Star reserves the right to distribute such excess.
Any such retained capital gains would be taxed to shareholders as long-term
capital gains and shareholders would be able to claim their proportionate share
of the federal income taxes paid by All-Star with respect to such retained gains
as a credit against their own federal income tax liabilities, and would be
entitled to increase the adjusted tax basis of their All-Star shares by the
difference between their pro rata share of the undistributed capital gains and
their tax credit.

     All-Star intends to pay all or a substantial portion of its distributions
in each year to shareholders in the form of newly issued shares (plus cash in
lieu of any fractional shares that would otherwise be issuable), to all
shareholders except those non-participants in All-Star's Automatic Dividend
Reinvestment and Cash Purchase Plan who specifically elect to receive their
distribution in cash by completing and signing an option card, a copy of which
will be enclosed with the notice of each such distribution payable in shares,
and returning it on a timely basis to EquiServe Trust Company, N.A., All-Star's
transfer agent and dividend paying agent.


                                       25
<PAGE>
     The number of shares to be issued in payment of distributions declared
payable in shares will be determined by dividing the total dollar amount of the
distribution payable to the shareholder by the lower of the market value or the
net asset value per share on the valuation date for the distribution (but not at
a discount of more than 5% from the market value). Market value per share for
this purpose will be the last sales price on the NYSE on the valuation date or,
if there are no sales on that day, the mean between the closing bid and closing
asked quotations for that date.

AUTOMATIC DIVIDEND REINVESTMENT AND CASH PURCHASE PLAN

     Each shareholder of the Fund will automatically be a participant in
All-Star's Automatic Dividend Reinvestment and Cash Purchase Plan, as amended
(the "Plan"), unless the shareholder specifically elects otherwise by writing or
calling the Plan Agent, EquiServe Trust Company, N.A., P.O. Box 8200, Boston,
Massachusetts 02266-8200 (1-800-542-3863). Shareholders whose shares are held in
the name of a brokerage firm, bank or other nominee must notify their brokerage
firm, bank or nominee if they do not want to participate in the Plan.
Shareholders who want to receive their distributions in cash should elect not to
participate in the Plan and, as noted above, will be required to elect to
receive in cash each distribution declared payable in shares or cash.

     Under the Plan, distributions declared payable in shares or cash at the
option of shareholders are paid to participants in the Plan entirely in newly
issued full and fractional shares valued at the lower of market value or net
asset value per share on the valuation date for the distribution (but not a
discount of more than 5% from market price). Distributions declared payable in
cash will be reinvested for the accounts of participants in the Plan in
additional shares purchased by the Plan Agent on the open market, on the New
York Stock Exchange or elsewhere at prevailing market prices (if the Fund's
shares are trading at a discount to their net asset value), or in newly issued
shares (if the Fund's shares are trading at or above their net asset value).
Dividends and distributions are subject to taxation, whether received in cash or
in shares (see "Tax Status" below).

     Participants in the Plan have the option of making additional cash payments
in any amount from $100 to $3,000 on a monthly basis for investment in All-Star
shares purchased on the open market. These voluntary cash payments will be
invested on or about the 15th day of each calendar month, and voluntary payments
should be sent so as to be received by the Plan Agent no later than ten business
days before the next investment date. Barring suspension of trading, voluntary
cash payments will be invested within 45 days of receipt. A participant may
withdraw a voluntary cash payment by written notice received by the Plan Agent
at least 48 hours before such payment is to be invested.

     The Plan Agent maintains all shareholder accounts in the Plan and furnishes
written confirmations of all transactions in the account, including information
needed by shareholders for tax records. Shares in the account of each Plan
participant will be held by the Plan Agent in non-certificated form in the name
of the participant, and each shareholder's proxy will include those shares
purchased or received pursuant to the Plan.

     In the case of shareholders such as banks, brokers or nominees which hold
shares for others who are the beneficial owners, the Plan Agent will administer
the Plan on the basis of the number of shares certified from time to time by the
record shareholder as representing the total amount registered in the record
shareholder's name and held for the account of beneficial owners who participant
in the Plan.

     There is no charge to participants for reinvesting distributions payable in
either shares or cash. The Plan Agent's fees for handling the reinvestment of
such distributions are paid by All-Star. There are no brokerage charges with
respect to shares issued directly by All-Star as a result of distributions
payable in shares or in cash. However, each participant bears a pro rata share
of brokerage commissions incurred with respect to the Plan Agent's open market
purchases in connection with the reinvestment of distributions declared payable
in cash.

     With respect to purchases from voluntary cash payments, the Plan Agent will
charge $1.25 for each such purchase for a participant, plus a pro rata share of
the brokerage commissions. Brokerage charges for purchasing small amounts of
shares for individual accounts through the Plan are expected to be less than the
usual brokerage charges for such transactions, as the Plan Agent will be
purchasing shares for all participants in blocks and prorating the lower
commission thus attainable.


                                       26
<PAGE>
     The automatic reinvestment of dividends and distributions will not relieve
plan participants of any income tax which may be payable on such dividends or
distributions. See "Tax Status" below.

     A participant may elect to withdraw from the Plan at any time by notifying
the Plan Agent in writing. There will be no penalty for withdrawal from the Plan
and shareholders who have previously withdrawn from the Plan may rejoin it at
any time. A withdrawal will only be effective for subsequent distributions with
a record date at least ten days after the notice of withdrawal is received by
the Plan Agent.

     Experience under the Plan may indicate that changes are desirable.
Accordingly, All-Star reserves the right to amend or terminate the Plan.

                                   TAX STATUS

     The following discussion summarizes the general rules applicable to
taxation of All-Star and its shareholders. Shareholders are urged to consult
with their own tax advisors concerning the tax consequences of their continued
investment in All-Star and of their receipt and exercise of the Rights.

     All-Star intends to elect and to qualify each year for federal income tax
treatment as a regulated investment company under the Code, and to make
distributions to the shareholders in accordance with the timing requirements
set out in the Code. As a result, it is expected that All-Star will be relieved
of federal income taxes on its net investment income and net realized capital
gains to the extent distributed to shareholders. (See "Distributions; Automatic
Dividend Reinvestment and Cash Purchase Plan -- 10% Distribution Policy"
regarding the authority of All-Star to retain and pay taxes on, and not
distribute, net realized capital gains). If All-Star should fail to qualify as
a regulated investment company in any year, it would incur a federal corporate
income tax upon its taxable income and its distributions would generally be
taxable as ordinary dividend income to the shareholders.

     Dividends and distributions by All-Star from net investment income and net
realized capital gains are subject to taxation whether received by shareholders
in cash or in shares of All-Star. Shareholders receiving a dividend or
distribution in the form of newly issued shares will be treated for federal
income tax purposes as receiving a distribution in an amount equal to the fair
market value, determined as of the distribution date, of the shares received.
Such shareholders will have a cost basis in each newly issued share equal to the
fair market value of a share of All-Star on the distribution date. Distributions
are generally taken into account for tax purposes when paid, except that
distributions paid in January but declared in the last quarter of the preceding
calendar year must be taken into account as if paid on December 31 of such
preceding calendar year. A portion of All-Star's net investment income paid to
corporate shareholders which is attributable to dividends from domestic
corporations may be eligible for the 70% dividends received deduction available
to corporations. Availability of the deduction for particular corporate
shareholders is subject to certain limitations, and deducted amounts may be
subject to the alternative minimum tax or result in certain basis adjustments.
Distributions from net realized capital gains are taxable as long-term capital
gains, regardless of how long the shareholder has held the shares, and are not
eligible for the dividends received deduction for corporations. Net long-term
capital gains are taxable, in the case of noncorporate shareholders, at a
maximum rate of __% if attributable to the disposition of assets the holding
period for which was more than twelve months.

     If a shareholder holds shares of All-Star for six months or less, any loss
on the sale of the shares will be treated as a long-term capital loss to the
extent of any amount reportable by the shareholder as long-term capital gain
with respect to such shares. Any loss realized upon a disposition of shares may
also be disallowed under rules relating to wash sales.

     At the time of an investor's purchase of All-Star shares, All-Star's net
asset value may reflect undistributed net investment income or capital gains or
net unrealized appreciation of securities held by All-Star. As of _________,
2001, All-Star had net unrealized losses on its investments of $____ million. A
subsequent distribution to the investor of such amounts, although it may in
effect constitute a return of his or her investment, would be taxable to the
shareholder as ordinary income or capital gain as described above. For federal
income tax purposes, All-Star is permitted to carry forward its net realized
capital losses, if any, and may realize net capital gains up to the amount of
such losses without being required to pay taxes on or distribute such gains. As
of December 31, 2000, the end of its last completed fiscal year, All-Star had no
capital loss carryovers.


                                       27
<PAGE>
     Under the Interest and Dividend Tax Compliance Act of 1983, certain
non-corporate All-Star shareholders may be subject to 31% withholding on
reportable dividends and capital gains distributions ("back-up withholding").
Generally, shareholders subject to back-up withholding will be those for whom a
taxpayer identification number and certain required certificates are not on file
with All-Star or who, to All-Star's knowledge, have furnished an incorrect
number. In addition, All-Star is required to withhold from distributions to any
shareholder who does not certify to All-Star that such shareholder is not
subject to back-up withholding due to notification by the Internal Revenue
Service that such taxholder has under-reported interest or dividend income.
Distributions from net investment income paid to shareholders who are
non-resident aliens or entities may be subject to 30% United States withholding
tax (but not, in such event, subject to back-up withholding) under the existing
provisions of the Code applicable to foreign individuals and entities unless a
reduced rate of withholding or a withholding exemption is provided under an
applicable treaty. Non-U.S. shareholders are urged to consult their own tax
advisors concerning the applicability of the United States withholding tax.

     Information concerning the federal income tax status of All-Star dividends
and distributions is mailed to shareholders annually.

     Distributions and the transactions referred to in the preceding paragraphs
may be subject to state and local income taxes, and the treatment thereof may
differ from the federal income tax consequences discussed herein. Shareholders
are advised to consult with their tax advisors concerning the application of
state and local taxes.

     See "The Offer-Federal Income Tax Consequences" for a discussion of the
federal income tax consequences of the receipt and exercise of Rights.

                                     GENERAL

     Under the Fund Management Agreement between All-Star and LAMCO, All-Star
may use the name "Liberty All-Star" only so long as the Fund Management
Agreement remains in effect. If the Fund Management Agreement is no longer in
effect, All-Star is obligated (to the extent it lawfully can) to cease using
such name or any other name indicating that it is advised by or otherwise
connected with LAMCO. In addition, LAMCO may grant the non-exclusive right to
use the name "Liberty All-Star" to any other entity, including any other
investment company of which LAMCO or any of its affiliates is the investment
adviser or distributor.


                       STATEMENT OF ADDITIONAL INFORMATION

     Additional information about the Fund is contained in the Statement of
Additional Information, a copy of which is available at no charge by calling the
Information Agent at the telephone number indicated on the cover of the
Prospectus. Set forth below is the Table of Contents of the Statement of
Additional Information.

                                TABLE OF CONTENTS

Investment Objective and Policies.............................
Investment Restrictions.......................................
Investment Advisory and Other Services........................
Directors and Officers of All-Star............................
Portfolio Security Transactions...............................
Principal Shareholders........................................
Financial Statements..........................................


                                       28
<PAGE>

                                   APPENDIX A

                    INFORMATION ABOUT THE PORTFOLIO MANAGERS


WILLIAM BLAIR & COMPANY, L.L.C.
222 West Adams Street
Chicago, IL 60606

     William Blair & Company, L.L.C. ("Blair") was appointed as an All-Star
Portfolio Manager effective March 1, 1997. Blair is a registered investment
adviser and a securities broker-dealer. It is the successor to a general
partnership with over 70 principals no one of whom owns more than a 10%
interest.

     As of May 31, 2001, Blair had approximately $13 billion in assets under
management. John F. Jostrand, Principal, has managed the portion of All-Star's
portfolio allocated to Blair since its appointment as an All-Star Portfolio
Manager. Mr. Jostrand has been associated with Blair since 1993.

TCW INVESTMENT MANAGEMENT COMPANY
865 South Figueroa Street
Los Angeles, CA  90017

      TCW Investment Management Company ("TCW") was appointed as an All-Star
Portfolio Manager effective May 1, 2000.  As of December 31, 2000 TCW had
approximately $80 billion in assets under management. Douglas S. Foreman, Chief
Investment Officer U.S. Equities, has managed the portion of All-Star's
portfolio allocated to TCW since its appointment as an All-Star Portfolio
Manager. Mr. Foreman has been with TCW since 1994.

M.A. WEATHERBIE & CO., INC.
265 Franklin Street
Boston, MA  02110

      M.A. Weatherbie & Co., Inc. ("Weatherbie") was appointed as an All-Star
Portfolio Manager effective May 1, 1998. Weatherbie was founded in 1995 by
Matthew A. Weatherbie. Mr. Weatherbie is the principal officer and he serves as
President of Weatherbie and manages that portion of the Fund's portfolio
assigned to Weatherbie. Prior to founding Weatherbie, Mr. Weatherbie was a
Managing Director at Putnam Investments ("Putnam"). From 1983 until 1995, Mr.
Weatherbie managed the Putnam Voyager Fund during the time it grew from $200
million in assets to more than $5 billion in assets. Mr. Weatherbie was also
founding Chief Investment Officer of Putnam's Specialty Growth Equities Group,
responsible for the firm's aggressive growth investments, which totaled $13
billion at the time of his departure from Putnam. Mr. Weatherbie has over 26
years of investment experience. As of May 31, 2001, Weatherbie managed
approximately $425 million in assets.



                                      A-1
<PAGE>
No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offering of any securities other than the
registered securities to which it relates or an offer to any person in any State
or jurisdiction of the United States or any country where such offer would be
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create an implication that there has been no
change in the facts as set forth in the Prospectus or in the affairs of the Fund
since the date hereof.

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



TABLE OF CONTENTS
Prospectus Summary...............................
Expenses.........................................
Financial Highlights.............................
Share Price Data.................................
Investment Performance...........................
The Offer........................................
Special Considerations and Risk Factors..........
Use of Proceeds..................................
History of the Fund..............................
The Multi-Manager Concept........................
Investment Objective, Policies and Risks........
Management of All-Star ..........................
Description of Shares............................
Distributions; Automatic Dividend
    Reinvestment and Cash Purchase Plan..........
Tax Status.......................................
General..........................................
Statement of Additional Information..............
Appendix A --
    Information about the Portfolio Managers.....




                                   [LOGO HERE]








                                     LIBERTY
                                    ALL-STAR
                                GROWTH FUND, INC.
                       A MULTI-MANAGED INVESTMENT COMPANY



                        _________ SHARES OF COMMON STOCK
                      ISSUABLE UPON EXERCISE OF RIGHTS TO
                           SUBSCRIBE FOR SUCH SHARES




                               -------------------
                                   PROSPECTUS

                                ___________, 2001

<PAGE>
                       LIBERTY ALL-STAR GROWTH FUND, INC.
                       STATEMENT OF ADDITIONAL INFORMATION

                               _____________, 2001

This Statement of Additional Information is not a prospectus, and should be read
in conjunction with the Prospectus of Liberty All-Star Growth Fund, Inc.
("All-Star") dated _____________, 2001. A copy of the Prospectus may be
obtained, without charge, by calling or writing Liberty Asset Management Company
at 600 Atlantic Avenue, Boston, Massachusetts 02110(1-800-542-3863).

 TABLE OF CONTENTS                               PAGE
 -----------------                               ----

 Investment Objectives and Policies
 Investment Restrictions
 Investment Advisory and Other Services
 Directors and Officers of All-Star
 Portfolio Security Transactions
 Principal Shareholders
 Financial Statements
<PAGE>
                       INVESTMENT OBJECTIVES AND POLICIES

         A description of the investment objective of Liberty All-Star Growth
Fund, Inc. ("All-Star" or the "Fund") and the types of securities in which it
may invest is contained in the Prospectus under "Investment Objectives and
Policies."

Foreign Securities

         All-Star may invest up to 25 percent of its net assets in securities of
foreign issuers, provided that the Fund will not purchase the securities of a
foreign issuer, if, as a result of the purchase, more than 50% of its equity
investment would consist of securities of foreign issuers. All-Star's investment
in foreign securities involves considerations not typically associated with
investing in securities of domestic companies. Investing in securities of
foreign issuers and the attendant holding of foreign currencies, for example,
could cause the Fund to be affected favorably or unfavorably by changes in
currency rates and exchange control regulations. In addition, less information
may be available about foreign companies than about domestic companies and
foreign companies may not be subject to reporting or accounting standards and
requirements comparable to those applicable to domestic companies. Foreign
securities and their markets may not be as liquid as domestic securities and
their markets. Securities of some foreign companies may involve greater market
risk than securities of domestic companies and foreign brokerage commissions and
custody fees are generally higher than those in the United States. Investment in
foreign securities may also be subject to local economic or political risks,
including instability of some foreign governments, the possibility of currency
blockage or the imposition of withholding taxes on dividend or interest payments
and the potential for expropriation of the assets of the companies issuing the
securities.

Short sales against the box

         All-Star may, to an extent not greater than 5% of its net assets,
effect short sales of securities "against the box" (i.e., short sales of
securities where the Fund holds or has the right to obtain at no additional cost
securities identical to those sold short.)

                             INVESTMENT RESTRICTIONS

         The following investment restrictions have been adopted for All-Star as
fundamental policies and may be changed only by a majority vote (as defined
under "Investment Objective and Policies" in the Prospectus) of All-Star's
outstanding shares. Non-fundamental policies may be changed by the Board of
Directors without shareholder approval.

All-Star may not:

          (1) With respect to 75 percent of its total assets, invest in
securities of any one issuer if immediately after and as a result of such
investment more than five percent of the total assets of the Fund, taken at
market value, would be invested in the securities of such issuer. This
restriction does not apply to investments in U.S. Government Securities.

          (2) Purchase more than 10 percent of the outstanding voting
securities, or any class of securities, of any one issuer.

         (3) Invest 25 percent or more of its total assets, taken at market
value at the time of each investment, in the securities of issuers in any
particular industry. This restriction does not apply to investments in U.S.
Government Securities.
<PAGE>
          (4) Purchase securities of other investment companies; except in
connection with a merger, consolidation, acquisition or reorganization, if more
than 10 percent of the market value of the Fund's total assets would be invested
in securities of other investment companies, more than five percent of the
market value of the Fund's total assets would be invested in the securities of
any one investment company or the Fund would own more than three percent of any
other investment company's securities.

          (5) Purchase or sell commodities or real estate; provided that
All-Star may invest in securities secured by real estate or interests therein or
issued by companies which invest in real estate or interests therein.

          (6) Purchase any securities on margin or make short sales of
securities, except that All-Star may obtain such short-term credit as may be
necessary for the clearance of purchases and sales of portfolio securities.

          (7) Make loans of money, except by the purchase of debt obligations in
which the Fund may invest consistent with its investment objective and policies.
Although there is no present intention of doing so in the foreseeable future,
All-Star reserves the authority to make loans of its portfolio securities in an
aggregate amount not exceeding 20 percent of its total assets. Any such loans
will only be made upon approval of, and subject to any conditions imposed by,
All-Star's Board of Directors.

          (8) Borrow money, except that All-Star may borrow from banks and other
financial institutions on an unsecured basis to finance the repurchase of its
shares. All-Star also may borrow money on a secured basis from banks as a
temporary measure for extraordinary or emergency purposes. Such temporary
borrowings may not exceed five percent of the value of the Fund's total assets
at the time the loan is made. All-Star may pledge up to 10 percent of the lesser
of the cost or value of its total assets to secure temporary borrowings.
All-Star will not borrow for investment purposes. Immediately after any
borrowing, All-Star will maintain asset coverage of not less than 300 percent
with respect to all borrowings. While the Fund's borrowings exceed five percent
of its total assets, All-Star will make no further purchases of securities,
although this limitation will not apply to share repurchase transactions.

          (9) Issue senior securities, as defined in the Investment Company Act
of 1940 (the "Act"), or mortgage, pledge, hypothecate or in any manner transfer,
as security for indebtedness, any securities owned or held by All-Star except as
may be necessary in connection with borrowings mentioned in (8) above, and then
such mortgaging, pledging or hypothecating may not exceed 10 percent of the
Fund's total assets, taken at the lesser of cost or market value.

          (10) Underwrite securities of other issuers except insofar as All-Star
may be deemed an underwriter under the Securities Act of 1933, as amended, in
selling portfolio securities.

          (11) Invest more than 10 percent of All-Star's total assets in
securities that at the time of purchase have legal or contractual restrictions
on resale (including unregistered securities that are eligible for resale
pursuant to Rule 144A under the Securities Act of 1933).

         Except for the 300% limitation referred to in Investment Restriction
No. 8 above, if a percentage restriction on investment or utilization of assets
as set forth above is adhered to at the time an investment is made, a later
change in percentage resulting from a change in the market values of All-Star's
assets will not be considered a violation of the restriction.
<PAGE>
                     INVESTMENT ADVISORY AND OTHER SERVICES

         As stated under "Management of All-Star" in the Prospectus, Liberty
Asset Management Company ("LAMCO") performs the investment management services
and is responsible for the administrative services described therein. LAMCO,
through Liberty Financial Companies, Inc. ("Liberty Financial"), is an indirect
majority owned subsidiary of Liberty Mutual Insurance Company, Boston,
Massachusetts. As indicated under "Directors and Officers of All-Star" below,
one of All-Star's Directors and all of its officers are officers of LAMCO,
Colonial Management Associates, Inc., Liberty Financial or other affiliates of
Liberty Financial.

         Reference is made to Appendix A of the Prospectus for the names of the
controlling persons of All-Star's current Portfolio Managers and the names of
the individuals at each Portfolio Manager primarily responsible for the
management of the portion of All-Star's portfolio assigned to it. None of such
Portfolio Managers has any affiliation with LAMCO or (except as Portfolio
Manager) with All-Star.

         As described under "Management of All-Star" in the Prospectus, All-Star
pays LAMCO a fund management fee for its investment management services (from
which LAMCO pays the Portfolio Managers' fee), and an administrative fee for its
administrative services.

         For the years ended December 31, 1999 and 2000 the total fund
management and administrative fees paid to LAMCO were $967,672 and $2,165,252,
respectively, of which an aggregate of $309,655 and $692,932, respectively, was
paid to the Portfolio Managers. See "History of the Fund" in the Prospectus.

         All-Star's current Fund Management Agreement and Portfolio Management
Agreements will continue in effect until July 31, 2002 and will continue in
effect thereafter so long as such continuance is specifically approved annually
by (a) the Board of Directors or (b) the majority vote of All-Star's outstanding
shares (as defined under "Investment Objective and Policies" in the Prospectus),
provided that, in either event, the continuance is also approved by a majority
of the Directors who are not "interested persons" (as defined in the 1940 Act)
of All-Star, LAMCO or the Portfolio Managers by a vote cast in person at a
meeting called for the purpose of voting on such approval. The Fund Management
Agreement may be terminated on 60 days written notice by either party, and the
Portfolio Management Agreements may be terminated on 30 days' notice by any
party, and any such agreements will terminate automatically if assigned.
<PAGE>
Custodian and Pricing and Bookkeeping Agent

         JP Morgan Chase and Company (the "Bank"), 270 Park Avenue, New York, NY
10017-2070, is the custodian of the portfolio securities and cash of All-Star.
As such, the Bank holds All-Star's portfolio securities and cash in separate
accounts on All-Star's behalf and receives and delivers portfolio securities and
cash in connection with portfolio transactions initiated by All-Star's Portfolio
Managers, collects income due on its portfolio securities and disburses funds in
connection with the payment of distributions and expenses.

         Colonial Management Associates, Inc. ("Colonial"), an affiliate of
LAMCO, performs pricing and bookkeeping services for All-Star (see "Management
of All-Star" in the Prospectus). For the years ended December 31, 1999 and 2000,
All-Star paid pricing and bookkeeping fees to Colonial Management Associates,
Inc. of $_______ and $________ respectively.

Independent Accountants

         PricewaterhouseCoopers LLP, 160 Federal Street, Boston, Massachusetts
02110, are the independent accountants of All-Star. The independent accountants
audit and report on the annual financial statements and provide tax return
preparation services and assistance and consultation in connection with the
review of various SEC filings.

                       DIRECTORS AND OFFICERS OF ALL-STAR

         The following is a list of All-Star's Directors and officers, together
with information about their present positions with All-Star and their principal
occupations during the past five years. The Directors who are "interested
persons" of All-Star, as defined by the 1940 Act, are indicated with an
asterisk.

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

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

James E. Grinnell                 Private investor since November, 1988; President
2850 South Ocean Blvd., #514      and Chief 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).
</TABLE>
<PAGE>
<TABLE>
<S>                               <C>
Richard W. Lowry                  Private Investor since 1987 (formerly Chairman
10701 Charleston Drive            and Chief Executive Officer, U.S. Plywood
Vero Beach, FL  32963             Corporation (building products manufacturer)).

William E. Mayer                  Managing Partner, Park Avenue Equity Partners
Park Avenue Equity Partners       (venture capital) since 1998 (formerly Founding
500 Park Avenue, 5th Floor        Partner, Development Capital, LLC from November,
New York, NY  10022               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),
                                  Lee Enterprises (print and on-line media); WR
                                  Hambrecht & Co (financial service provider);
                                  Systech Retail Systems (retail industry
                                  technology provider)).

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

Joseph R. Palombo                 Chief Operations Officer of Mutual Funds,
                                  Liberty Financial Companies, Inc. (Liberty
                                  Financial) since August, 2000; Executive Vice
                                  President and Director of Colonial Management
                                  Associates, Inc. (Colonial) since April, 1999;
                                  Executive Vice President and Chief
                                  Administrative Officer of Liberty Funds Group
                                  LLC (LFG) since April, 1999; Director of Stein
                                  Roe since September, 2000; Trustee and Chairman
                                  of the Board of Stein Roe Mutual Funds since
                                  October, 2000; Manager of Stein Roe Floating
                                  Rate Limited Liability Company since October,
                                  2000 (formerly Vice President of the Liberty
                                  Funds from April 1999 to August, 2000; Chief
                                  Operating Officer, Putnam Mutual Funds from 1994
                                  to 1998).
</TABLE>
<PAGE>
The following are the executive officers (except for Mr. Palombo described
earlier) of All-Star.

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

William R. Parmentier, Jr.            President, Chief Executive         President and Chief Executive Officer
Liberty Asset Management Company      Officer and Chief Investment       (since June, 1998) and Chief
Federal Reserve Plaza                 Officer                            Investment Officer (since May, 1995),
600 Atlantic Avenue                                                      Senior Vice President (May, 1995 to
Boston, MA  02210                                                        June, 1998), Liberty Asset
                                                                         Management; Chief Investment Officer,
                                                                         Grumman Corporation (1979 to 1994).

Kevin M. Carome                       Executive Vice President           Executive Vice President of Liberty
Liberty Funds Group                                                      Funds and of the Liberty All-Star
One Financial Center                                                     Funds since October, 2000; Executive
Boston, MA  02111                                                        Vice President of the Stein Roe Funds
                                                                         since May, 1999 (formerly Vice President
                                                                         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; Executive Vice President and
                                                                         Assistant Secretary of SR&F since
                                                                         January, 2001 (formerly General Counsel
                                                                         and Secretary of SR&F from January,
                                                                         1998 to December, 1999; Vice President
                                                                         and Associate General Counsel of LFC
                                                                         from August, 1993 to December, 1998).

Christopher S. Carabell              Vice President                      Senior Vice President - Product
Liberty Asset Management Co.                                             Development and Marketing (since
Federal Reserve Plaza                                                    January, 1999), Vice
600 Atlantic Avenue                                                      President-Investments, Liberty Asset
Boston, MA  02210                                                        Management (March, 1996 to January,
                                                                         1999); Associate Director, U.S. Equity
                                                                         Research, BARRA Rogers Casey, investment
                                                                         consultants (January, 1995 to February,
                                                                         1996).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                         Principal Occupation
Name/Age and Address                  Position with All-Star             During Past Five Years
- --------------------                  ----------------------             ----------------------
<S>                                   <C>                                <C>


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

J. Kevin Connaughton                  Treasurer                          Treasurer of the Liberty Funds and of
Liberty Funds Group                                                      the Liberty All-Star Funds since
One Financial Center                                                     December, 2000 (formerly Controller
Boston, MA  02111                                                        of the Liberty Funds and of the
                                                                         Liberty All-Star Funds from February,
                                                                         1998 to October, 2000); Treasurer of
                                                                         the Stein Roe Funds since February,
                                                                         2001 (formerly Controller from May,
                                                                         2000 to February, 2001); 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
Liberty Funds Group                                                      the Liberty All-Star Funds since
One Financial Center                                                     October, 2000 (formerly Assistant
Boston, Ma  02111                                                        Secretary from October, 1997 to
                                                                         October, 2000); Secretary of the Stein
                                                                         Roe Funds since February, 2001
                                                                         (formerly Assistant Secretary from
                                                                         May, 2000 to February, 2001); 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>
<PAGE>
<TABLE>
<CAPTION>
                                                                         Principal Occupation
Name/Age and Address                  Position with All-Star             During Past Five Years
- --------------------                  ----------------------             ----------------------
<S>                                   <C>                                <C>

Michelle G. Azrialy                   Controller                         Controller of the Liberty Funds and
One Financial Center                                                     of the Liberty All-Star Funds since
Boston, MA  02111                                                        May, 2001; Vice President of LFG
                                                                         since March, 2001 (formerly Assistant
                                                                         Vice President of Fund Administration
                                                                         from September, 2000 to February, 2001;
                                                                         Compliance Manager of Fund Administration
                                                                         from September, 1999 to August, 2000)
                                                                         (formerly Assistant Treasurer, Chase
                                                                         Global Fund Services - Boston from
                                                                         August, 1996 to September, 1999;
                                                                         Senior Accountant, PricewaterhouseCoopers
                                                                         LLP from June, 1991 to July, 1994).

Vicki Benjamin                        Chief Accounting Officer           Chief Accounting Officer of the
One Financial Center                                                     Liberty Funds and of the Liberty
Boston, MA  02111                                                        All-Star Funds since June, 2001; Vice
                                                                         President of LFG since April, 2001
                                                                         (formerly Vice President, Corporate
                                                                         Audit, State Street Bank and Trust
                                                                         Company from May, 1998 to April, 2001;
                                                                         Senior Audit Manager, Coopers & Lybrand
                                                                         from December, 1989 to May, 1998).
</TABLE>


         Messrs. Birnbaum, Grinnell, Lowry and Neuhauser comprise the Audit
Committee of the Board of Directors.

         All-Star's Board of Directors is divided into three classes, each of
which has a term of three years expiring with the annual meeting of shareholders
in the third year of the term. All-Star holds annual meetings of shareholders to
vote on, among other things, the election or re-election of the Directors whose
terms are expiring with that meeting. The term or office of Messrs. Birnbaum and
Mayer will expire upon the final adjournment of the 2002 annual meeting; the
term of office of Messrs. Grinnell and Neuhauser will expire upon final
adjournment of the annual meeting for the year 2003; and the term of office of
Messrs. Lowry and Palombo will expire upon final adjournment of the annual
meeting for the year 2004. Messrs. Lowry, Mayer, Neuhauser and Palombo are also
Directors of Liberty Funds Trusts I through VII (the "Liberty Trusts"), the
umbrella trusts for an aggregate of 49 open-end funds managed by affiliates of
LAMCO, nine closed-end funds managed by Colonial (the "Colonial Closed-End
Funds"), 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; Liberty Floating
Rate Fund; Stein Roe Floating Rate Limited Liability Company, Liberty-Stein Roe
<PAGE>
Institutional Floating Rate Income Fund and Liberty-Stein Roe Funds Income
Trust, Liberty-Stein Roe Funds Municipal Trust, Liberty-Stein Roe Funds
Investment Trust, Liberty-Stein Roe Advisor Trust, Stein Roe Trust, SR&F Base
Trust and Stein Roe Variable Investment Trust, the umbrella trusts for 42
open-end funds managed by Stein Roe & Farnham Incorporated, a LAMCO affiliate.
The All Star's Board of Directors are also trustees of Liberty All-Star Equity
Fund, another closed-end multi-managed fund managed by LAMCO.

         LAMCO or its affiliates pay the compensation of all the officers of
All-Star, including the Director who is affiliated with LAMCO. Beginning January
1, 1999, the aggregate of the fees paid to the Directors by All-Star that have
the same Board of Trustees as the Liberty All-Star Equity Fund, and Liberty
All-Star Growth and Income Fund and hold their meetings concurrently with those
of the Fund, 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 was allocated among the
Fund and the two other funds on a per fund basis, and the remaining two thirds
was allocated among the three funds based on their net assets. Effective
February 9, 2001, Liberty All-Star Growth and Income Fund was merged into
another open-end fund in the Liberty Trusts and the retainer and meeting fees
will be allocated between the Fund and Liberty All-Star Equity Fund. For 2000,
All-Star paid the independent Directors an aggregate of $25,130 in fees and
expenses.

         The following table shows, for the 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 Board of Directors
of the Fund and the two All-Star Funds. The Fund has no bonus, profit sharing or
retirement plans.



<TABLE>
<CAPTION>
                               Aggregate
                              Compensation                 Total Compensation from the
Name                         from the Fund        Liberty All-Star Funds (including the Fund)
- ----                         -------------        -------------------------------------------
<S>                          <C>                  <C>

Robert J. Birnbaum               $5,002                             $25,000
John V. Carberry(1)                N/A                                N/A
James E. Grinnell                $5,002                             $25,000
Richard W. Lowry                 $5,002                             $25,000
William E. Mayer                 $5,002                             $25,000
John J. Neuhauser                $5,002                             $25,000
Joseph R. Palombo(2)               N/A                                N/A
</TABLE>

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

(2)      Does not receive compensation because he is an affiliated Director and
         an employee of LFC.

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.

<TABLE>
<CAPTION>
Name                               Total Compensation from Liberty Funds
- ----                               -------------------------------------
<S>                                <C>

James E. Grinnell(3)                             $102,000
Richard W. Lowry                                   99,000
William E. Mayer                                  100,000
John J. Neuhauser                                 101,210
Joseph R. Palombo(4)                                  N/A
</TABLE>

(3)      Resigned as Trustee of the Liberty Funds on December 27, 2000.
<PAGE>
(4)      Did not receive compensation because he is an affiliated Trustee and an
         employee of LFC.


                         PORTFOLIO SECURITY TRANSACTIONS

      Each of All-Star's Portfolio Managers has discretion to select brokers and
dealers to execute portfolio transactions initiated by the Portfolio Manager for
the portion of All-Star's portfolio assets allocated to it, and to select the
markets in which such transactions are to be executed. The Portfolio Management
Agreements with All-Star provide, in substance, that, except as provided in the
following paragraph, 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 All-Star. It is expected that securities
will ordinarily be purchased in the primary markets, and that, in assessing the
best net price and execution available to All-Star, the Portfolio Manager will
consider all factors it deems relevant, including the breadth of the market in
the security, the price of the security, the financial condition and execution
capability of the broker or dealer and the reasonableness of the commission, if
any, for the specific transaction and on a continuing basis. Recognizing these
factors, All-Star may pay a brokerage commission in excess of that which another
broker or dealer may have charged for effecting the same transaction.

          The Portfolio Management Agreements also provide that LAMCO has the
right to request that transactions giving rise to brokerage commissions, in
amounts to be agreed upon from time to time between LAMCO and the Portfolio
Manager, be executed by brokers and dealers (to be agreed upon from time to time
between LAMCO and the Portfolio Manager) which provide, directly or through
third parties, research products and services to LAMCO or to All-Star. The
commissions paid on such transactions may exceed the amount of commissions
another broker would have charged for effecting that transaction. Research
products and services made available to LAMCO through brokers and dealers
executing transactions for All-Star involving brokerage commissions include
performance, portfolio characteristics, investment style and other qualitative
and quantitative data relating to investment managers in general and the
Portfolio Managers in particular; data relating to the historic performance of
categories of securities associated with particular investment styles; mutual
fund portfolio, performance and fee and expense data; data relating to portfolio
manager changes by pension plan fiduciaries; quotation equipment; and related
computer hardware and software, all of which are used by LAMCO in connection
with its selection and monitoring of portfolio managers (including the Portfolio
Managers) for All-Star and other multi-managed clients of LAMCO, the assembly of
a mix of investment styles appropriate to the investment objectives of All-Star
or such other clients, and the determination of overall portfolio strategies.

          LAMCO from time to time reaches understandings with each of the
Portfolio Managers as to the amount of the All-Star 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 LAMCO
and the commissions to be charged to All-Star in connection therewith. These
amounts may differ among the Portfolio Managers based on the nature of the
markets for the types of securities managed by them and other factors.

          These research products and services are used by LAMCO in connection
with its management of All-Star, Liberty All-Star Equity Fund, Liberty All-Star
Equity Fund, Variable Series, and other multi-managed clients of LAMCO,
regardless of the source of the brokerage commissions. In instances where LAMCO
receives from broker-dealers products or services which are used both for
research purposes and for administrative or other non-research purposes, LAMCO
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
<PAGE>
anticipated usage, and pays for the costs attributable to the non-research usage
in cash.

         The Portfolio Managers are authorized to cause All-Star 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
All-Star) 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.

         During 1999 and 2000, All-Star paid total brokerage commissions of
$_____, and $_____, respectively. Approximately $_____of the commissions paid in
1998, and $_____ and $_____, respectively, of the commissions paid in 1999 and
2000 on transactions aggregating $_____ and $_____, respectively, were paid to
brokerage firms which provided or made available to All-Star's Portfolio
Managers or to LAMCO research products and services as described above.

         Although All-Star does not permit a Portfolio Manager to act or have an
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 compliance with Rule 17e-1 under the Investment
Company Act of 1940. [During 1999 aggregate commissions of $_____, representing
less than one percent of the total commissions paid by All-Star were paid to
_________________ then a broker-dealer affiliate of ___________________, a
Portfolio Manager of the Fund, in connection with the execution of portfolio
transactions for the Fund initiated by another Portfolio Manager.]  During 2000
no Fund portfolio transactions were placed with any Portfolio Manager or its
broker-dealer affiliate.


                             PRINCIPAL SHAREHOLDERS

         To the knowledge at All-Star, no shareholder on _________, 2001 owned
beneficially or of record 5% or more of the outstanding shares of All-Star.

         As of _______, 2001, all officers and Directors of All-Star as a group
owned less than 1% of All-Star's outstanding shares.


                              FINANCIAL STATEMENTS

         The Fund's Annual Report, which includes financial statements for the
fiscal year ended December 31, 2000, is incorporated herein by reference with
respect to all information other than the information set forth on pages 1
through 17 thereof. Any statement contained in the Fund's Annual Report that was
incorporated herein shall be deemed modified or superseded for purposes of the
Prospectus or this Statement of Additional Information to the extent a statement
contained in the Prospectus or this Statement of Additional Information varies
from such statement. Any such statement so modified or superseded shall not,
except as so modified or superseded, be deemed to constitute a part of the
Prospectus or this Statement of Additional Information. The Fund will furnish,
without charge, a copy of its Annual Report, upon request to Liberty Asset
Management Company, 600 Atlantic Avenue, Boston, Massachusetts 02110, telephone
(800) 542-3863.
<PAGE>

PART C.

Other Information.

Item 24. Financial Statements and Exhibits

      (1)  Financial Statements:
                               Included in Part A:

                             Financial statements included in Part A of this
                             registration statement:  Financial Highlights

                               Included in Part B:

                             Financial  statements  included  in  Part B of this
                             registration  statement:  Incorporated by reference
                             to  the  Annual   Report dated  December 31,  2000
                             (Accession  Number:  912057-01-007678),   filed
                             electronically  pursuant to Section 30(b)(2) of the
                             Investment Company Act of 1940

      (2)  Exhibits

             (a)(1)          Articles of Incorporation(1)

             (a)(2)          Articles of Amendment dated April 27, 1989(1)

             (a)(3)          Articles of Amendment dated May 31, 1991(1)

             (a)(4)          Articles of Amendment dated November 6, 1995(1)

             (b)             By-Laws*

             (c)             Not Applicable

             (d)(1)          Form of  Specimen Certificate for shares of
                             Common Stock(1)

             (d)(2)          Form of Subscription Certificate*

             (e)             Automatic Dividend Reinvestment and Cash
                             Purchase Plan Brochure(1)

             (f)             Not Applicable

             (g)(1)          Management Agreement between Liberty All-Star
                             Growth Fund, Inc. and Liberty Asset Management
                             Company*

             (g)(2)          Portfolio Management Agreement between Liberty
                             All-Star Growth Fund, Inc., Liberty Asset
                             Management Company and William Blair & Company,
                             L.L.C.*

             (g)(3)          Portfolio Management Agreement between Liberty
                             All-Star Growth Fund, Inc., Liberty Asset
                             Management Company and M.A. Weatherbie & Co.,
                             Inc.*

             (g)(4)          Portfolio Management Agreement between Liberty
                             All-Star Growth Fund, Inc., Liberty Asset
                             Management Company and TCW Investment Management
                             Company*

             (h)             Not Applicable

             (i)             Not Applicable

             (j)(1)          Form of Custody Agreement between Liberty All-
                             Star Growth Fund, Inc. and The Chase Manhattan
                             Bank(1)

             (j)(2)          Supplement to Custody Agreement between Liberty
                             All-Star Growth Fund, Inc. and The Chase
                             Manhattan Bank(1)

             (k)(1)          Registrar, Transfer Agency and Service Agreement
                             between Liberty All-Star Growth Fund, Inc. and
                             State Street Bank & Trust Company(1)

             (k)(2)          Pricing and Bookkeeping Agreement between Liberty
                             All-Star Growth Fund, Inc. and Colonial Management
                             Associates, Inc.(1)

             (k)(3)          Form of Amendment to Pricing and Bookkeeping
                             Agreement between Liberty All-Star Growth Fund,
                             Inc. and Colonial Management Associates, Inc.

             (k)(4)          Form of Subscription Agreement between Liberty
                             All-Star Growth Fund, Inc. and State Street
                             Bank and Trust Company(2)

             (k)(5)          Administration Agreement between Registrant and
                             Colonial Management Associates, Inc.(2)

             (l)             Opinion and Consent of Counsel*

             (m)             Not Applicable

             (n)             Consent of Independent Accountants

             (o)             Not Applicable

             (p)             Not Applicable

             (q)             Not Applicable

             (r)             Code of Ethics of the Liberty Financial Companies
                             - filed in Part C, Item 23 of Post-Effective
                             Amendment No. 29 to the Registration Statement on
                             Form N-1A of Liberty Funds Trust V (File Nos.
                             33-12109 and 811-5030), filed with the Commission
                             on or about January 24, 2001, and is hereby
                             incorporated and made a part of this Registration
                             Statement

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

Power of Attorney  for: Robert J. Birnbaum, James E. Grinnell, Richard W. Lowry,
William E. Mayer, John J. Neuhauser and Joseph R. Palombo


- ---------------------------------------------------------------------------
(1)  Incorporated  by reference  to the  Registration  Statement  filed with the
     Commission via EDGAR on or about May 1, 1998.
(2)  Incorporated by reference to Pre-Effective Amendment No. 1 filed with the
     Commission via EDGAR on or about May 26, 1998.
*    To be filed by Amendment.


Item 25.  Marketing Arrangements

     Not Applicable.

Item 26.  Other Expenses of Issuance and Distribution

     The following table sets forth the expenses to be incurred in connection
     with the offering described in this Registration Statement:

     Registration fee                                    $*
     New York Stock Exchange listing fee
     Printing
     Accounting fees and expenses
     Legal fees and expenses
     Dealer Managers' expense reimbursement
     Information Agent fees and expenses
     Subscription Agent fees and expenses
     Miscellaneous
                                                          -----------------

                    Total                                 =================


*To be filed by Amendment


Item 27.  Persons Controlled By or Under Common Control with Registrant


     None.



<PAGE>


Item 28.  Number of Holders of Securities

           Number of Record Holders
            as of 5/31/01:  3,201


Item 29.  Indemnification

                 The Articles of Incorporation filed as Exhibit (a)(1) to
                 this Registration  Statement  provides for  indemnification  to
                 each of the Registrant's  Directors  and  officers  against all
                 liabilities  and  expenses  incurred  in acting as Director  or
                 officer, except in the case of willful misfeasance,  bad faith,
                 gross  negligence or reckless  disregard of the duties involved
                 in the conduct of such Directors and officers.

                 Insofar as  indemnification  for  liability  arising  under the
                 Securities  Act of 1933 may be permitted to trustees,  officers
                 and  controlling  persons  of the  Registrant  pursuant  to the
                 foregoing  provisions,  or otherwise,  the  Registrant has been
                 advised  that in the  opinion of the  Securities  and  Exchange
                 Commission  such  indemnification  is against  public policy as
                 expressed in the Act and is, therefore,  unenforceable.  In the
                 event that a claim for indemnification against such liabilities
                 (other than the payment by the Registrant of expenses  incurred
                 or paid by a  trustee,  officer  or  controlling  person of the
                 Registrant  in the  successful  defense of any action,  suit or
                 proceeding) is asserted by such trustee, officer or controlling
                 person in connection with the securities being registered,  the
                 Registrant  will,  unless in the  opinion  of its  counsel  the
                 matter has been settled by controlling  precedent,  submit to a
                 court of  appropriate  jurisdiction  the question  whether such
                 indemnification  by it is against public policy as expressed in
                 the Act and will be governed by the final  adjudication of such
                 issue.

                 The Registrant,  its advisor, Liberty Asset Management Company,
                 and its Administrator,  Colonial  Management  Associates,  Inc.
                 (Colonial),  and  their  respective  trustees,   directors  and
                 officers  are insured by a Directors  and  Officers/Errors  and
                 Omissions   Liability   insurance  policy  through  ICI  Mutual
                 Insurance Company.



ITEM 30.  Business and Other Connections of Investment Adviser.

Liberty Asset Management Company ("LAMCO"), Liberty All-Star Growth Fund, Inc.'s
Fund Manager, was organized in August 1985 and is primarily engaged in the
corporate administration of and the provision of its multi-management services
for Liberty All-Star Growth Fund, Inc. and Liberty All-Star Equity Fund, another
multi-managed closed-end investment company.  It also provides its multi-
management services to Liberty All-Star Equity Fund, Variable Series, a multi-
managed open-end investment company which serves as an investment vehicle for
variable annuity contracts issued by affiliated insurance companies.

For a two-year business history of officers and directors of LAMCO, please
refer to Form ADV of LAMCO (SEC File Number:  801-26296) and to the section of
the statement of additional information (Part B) entitled "Investment Advisory
and Other Services."


                                                               POSITION FORMERLY
                                                                  HELD WITHIN
                                  CURRENT POSITION               PAST TWO YEARS
                                  ----------------            ------------------

Christopher S. Carabell         Senior Vice President(LAMCO)     Vice President

Lindsay Cook                    Senior Vice President &
                                  Director (LAMCO)
                                Executive Vice President (Liberty
                                  Financial Companies, Inc. (LFC))

Fred J. Franklin                Chief Compliance Officer (LAMCO)
                                Vice President & Chief Compliance
                                  Officer (LFC)

Mark T. Haley                   Vice President (LAMCO)

J. Andrew Hilbert               Vice President, Treasurer
                                  & Director (LAMCO)
                                Treasurer, Chief Financial
                                  Officer & Senior Vice President (LFC)

William R. Parmentier           President, Chief Exec.
                                  Officer & Chief
                                  Investment Officer (LAMCO)

Frederick J. Turcotte           Vice President & Secretary (LAMCO)
                                Vice President (LFC)


Item 31.      Location of Accounts and Records:

              Registrant  maintains the records  required to be maintained by it
              under Rules 31a-1(a),  31a-1(b), and 31a-2(a) under the Investment
              Company  Act of 1940 at its  principal  executive  offices  at One
              Financial  Center,  Boston, MA 02111.  Certain records,  including
              records  relating to  Registrant's  shareholders  and the physical
              possession of its securities,  may be maintained  pursuant to Rule
              31a-3  at the  main  office  of  Registrant's  transfer  agent  or
              custodian.

Item 32.      Management Services

              None

Item 33.      Undertakings


              (1)  The Registrant undertakes to suspend the offering of shares
                   until the prospectus is amended, if subsequent to the
                   effective date of this Registration Statement, its net
                   asset value declines more than ten percent from its net
                   asset value, as of the effective date of the Registration
                   Statement or its net asset value increases to an amount
                   greater than its net proceeds as stated in the prospectus.

              (2)  Not applicable.

              (3)  Not applicable.

              (4)  Not applicable.

              (5)  Registrant undertakes that, for the purpose of determining
                   any liability under the Securities Act, the information
                   omitted from the form of prospectus filed as part of the
                   Registration Statement in reliance upon Rule 430A and
                   contained in the form of prospectus filed by the Registrant
                   pursuant to Rule 497(h) will be deemed to be a part of the
                   Registration Statement as of the time it was declared
                   effective.

                   Registrant undertakes that, for the purpose of determining
                   any liability under the Securities Act, each post-effective
                   amendment that contains a form of prospectus will be deemed
                   to be a new Registration Statement relating to the
                   securities offered therein, and the offering of such
                   securities at that time will be deemed to be the initial
                   bona fide offering thereof.

              (6)  Registrant undertakes to send by first class mail or other
                   means designed to ensure equally prompt delivery, within
                   two business days of receipt of a written or oral request,
                   any Statement of Additional Information constituting Part B
                   of this Registration Statement.



<PAGE>

                             SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,  and the
Investment  Company Act of 1940, as amended,  the  Registrant has duly caused
this  Amendment to its Registration  Statement  on Form N-2 to be  signed  on
its  behalf  by the undersigned,   thereunto  duly  authorized,  in  the  City
of Boston  and  the Commonwealth of Massachusetts on the 27th day of June, 2001.

                                      LIBERTY ALL-STAR GROWTH FUND, INC.


                                             /s/ WILLIAM R. PARMENTIER, JR.
                                       By:   ------------------------------
                                             /s/ William R. Parmentier, Jr.
                                                 President

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below by the following persons in their capacities and
on the date indicated.

SIGNATURES                              TITLE                 DATE
- ----------                              -----                 ----




/s/WILLIAM R. PARMENTIER, JR.       President (chief          June 27, 2001
- -----------------------------       executive officer)
/s/William R. Parmentier, Jr.


/s/J. KEVIN CONNAUGHTON             Treasurer and Principal   June 27, 2001
- -----------------------              Financial Officer
/s/J. Kevin Connaughton

<PAGE>

ROBERT R. BIRNBAUM*     Director
- ------------------
Robert R. Birnbaum


JAMES E. GRINNELL*      Director
- ---------------------
James E. Grinnell


RICHARD W. LOWRY*      Director                       */s/ WILLIAM J. BALLOU
- -----------------                                      ----------------------
Richard W. Lowry                                           William J. Ballou
                                                           Attorney-in-fact
                                                           For each Director
                                                           June 27, 2001

WILLIAM E. MAYER*      Director
- -----------------
William E. Mayer


JOHN J. NEUHAUSER*     Director
- ------------------
John J. Neuhauser


JOSEPH R. PALOMBO*     Director
- ------------------
Joseph R. Palombo




<PAGE>


            INDEX OF EXHIBITS FILED WITH THIS AMENDMENT

Exhibit
Number    Exhibit
- --------  --------------------------------------------------

(k)(3)      Form of Amendment to Pricing and Bookkeeping Agreement

(n)         Consent of Independent Accountants

            Power of Attorney




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2N
<SEQUENCE>3
<FILENAME>pwc.txt
<DESCRIPTION>ACCOUNTANTS' CONSENT
<TEXT>

                       CONSENT OF INDEPENDENT ACCOUNTANTS




We hereby consent to the incorporation by reference in this registration
statement on Form N-2 (the "Registration Statement") of our report dated
February 12, 2001, relating to the financial statements and financial highlights
appearing in the December 31, 2000 Annual Report to Shareholders of Liberty
All-Star Growth Fund, which are also incorporated by reference into the
Registration Statement. We also consent to the references to us under the
headings "Financial Highlights", "Independent Accountants" and "Financial
Statements" in such Registration Statement.





PricewaterhouseCoopers LLP
Boston, Massachusetts
June 25, 2001




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2K
<SEQUENCE>4
<FILENAME>book.txt
<DESCRIPTION>AMENDMENT TO PRICING
<TEXT>

               FORM OF AMENDMENT TO PRICING AND BOOKKEEPING AGREEMENT

         This Amendment is made and entered into this 1st day of July, 2001 by
 and between Liberty All-Star Growth Fund, Inc. (the "Fund") and Colonial
Management Associates, Inc. ("Colonial"), a Massachusetts corporation.

         WHEREAS, the Fund and Colonial previously entered into a Pricing and
Bookkeeping Agreement dated January 1, 1996, as amended (the "Agreement"); and

         WHEREAS, the parties desire to amend the compensation provision of the
 Agreement and add provision that allows Colonial to delegate its
responsibilities under the Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and
agreements of the parties hereto as herein set forth, the parties covenant and
agree as follows:

1.       Paragraph 4 (Compensation) of the Agreement is amended and restated in
its entirety as follows:

               "4.  Compensation.  The Fund will pay Colonial a monthly fee
                    consisting of a Flat Fee plus an Asset-Based Fee, as
                    follows:

                  (a) "Flat Fee."  An annual fee of $10,000, paid monthly; plus

                  (b) "Asset-Based Fee."  For any month that the Fund has
                       average net assets of more than $50 million, a
                       fee equal to the average net assets of the Fund for that
                       month multiplied by the Asset-Based Fee
                       Rate.  The "Asset-Based Fee Rate" shall be calculated as
                       follows:

                       [(2 x $105,000) - (2 x $10,000)]   /   (average monthly
                        net assets of the Fund plus average
                        month net assets of the Liberty All-Star Equity Fund)

               The Fund also shall reimburse Colonial for any and all
               out-of-pocket expenses and charges, including fees
               payable to third parties for pricing the Fund's portfolio
               securities, in performing services under this Agreement."

2.       The following provision shall be added as paragraph 10 of the
         Agreement:

               "10.  Use of Affiliated Companies and Subcontractors.  In
                     connection with the services to be provided by Colonial
                     under this Agreement, Colonial may, to the extent it deems
                     appropriate, and subject to compliance with the
                     requirements of applicable laws and regulations and upon
                     receipt of approval of the Trustees, make use of (i) its
                     affiliated companies and their directors, trustees,
                     officers, and employees and (ii) subcontractors selected
                     by Colonial, provided that Colonial shall supervise and
                     remain fully responsible for the services of all such
                     third parties in accordance with and to the extent
                     provided by this Agreement.  Except as otherwise provided
                     in paragraph 4 herein, all costs and expenses associated
                     with services provided by any such third parties shall be
                     borne by Colonial or such parties."

         A copy of the  document  establishing  the Trust is filed  with the
         Secretary  of The  Commonwealth  of  Massachusetts.  This Agreement is
         executed by officers not as  individuals  and is not binding upon any
         of the Trustees,  officers or  shareholders of the Trust individually
         but only upon the assets of the Fund.

         IN WITNESS WHEREOF,  the parties hereto, intending to be legally bound
hereby,  have executed and delivered this Agreement as of the date first
written above.




                                            LIBERTY ALL-STAR GROWTH FUND, INC.

                                            By:_______________________________
                                                     Name:
                                                     Title:

                                            COLONIAL MANAGEMENT ASSOCIATES, INC.

                                            By:_______________________________
                                                     Name:
                                                     Title:
























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