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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000021847-01-500102.txt : 20021122
<SEC-HEADER>0000021847-01-500102.hdr.sgml : 20021122
<ACCEPTANCE-DATETIME>20010803151855
ACCESSION NUMBER:		0000021847-01-500102
CONFORMED SUBMISSION TYPE:	N-2/A
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20010803

FILER:

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

	FILING VALUES:
		FORM TYPE:		N-2/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-63956
		FILM NUMBER:		01697245

	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:	GROWTH STOCK OUTLOOK TRUST INC
		DATE OF NAME CHANGE:	19910807

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

FILER:

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

	FILING VALUES:
		FORM TYPE:		N-2/A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-04537
		FILM NUMBER:		01697246

	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:	GROWTH STOCK OUTLOOK TRUST INC
		DATE OF NAME CHANGE:	19910807

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ALLMON CHARLES TRUST INC
		DATE OF NAME CHANGE:	19920703
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-2/A
<SEQUENCE>1
<FILENAME>pre_effectiveno2.txt
<DESCRIPTION>PRE-EFFECTIVE AMENDMENT NO. 2
<TEXT>

    As filed with the Securities and Exchange Commission on August 3, 2001

                                                    1933 Act File No. 333-63956
                                                    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
[X]      Pre-Effective Amendment No. 2

[ ]      Post-Effective Amendment No._________

                                      and

[X]      REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X]      Amendment No. 15

                        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
         --------.

<PAGE>

<TABLE>
<CAPTION>

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

(1)  Previously registered.
(2)  Previously paid.

</TABLE>
<PAGE>
Parts A and B (Prospectus and Statement of Additional Information) of this
Pre-Effective Amendment No. 2 and Amendment No. 15 to the Registration Statement
on Form N-2 (the "Pre-Effective Amendment") of Liberty All-Star Growth Fund,
Inc. (the "Fund") are hereby incorporated by reference in their entirety into
this Pre-Effective Amendment from Pre-Effective Amendment No. 1 and Amendment
No. 14 to the Fund's Registration Statement on Form N-2 filed with the
Securities and Exchange Commission via EDGAR on August 3, 2001.
<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(4)

             (c)             Not Applicable

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

             (d)(2)          Form of Subscription Certificate(4)

             (d)(3)          Form of Notice of Guaranteed Delivery(4)

             (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(4)

             (g)(2)          Portfolio Management Agreement between Liberty
                             All-Star Growth Fund, Inc., Liberty Asset
                             Management Company and William Blair & Company,
                             L.L.C.(4)

             (g)(3)          Portfolio Management Agreement between Liberty
                             All-Star Growth Fund, Inc., Liberty Asset
                             Management Company and M.A. Weatherbie & Co.,
                             Inc.(4)

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

             (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.(3)

             (k)(4)          Form of Subscription Agreement between Liberty
                             All-Star Growth Fund, Inc. and EquiServe(4)

             (k)(5)          Form of Information Agent Agreement(4)

             (l)             Opinion and Consent of Counsel

             (m)             Not Applicable

             (n)(1)          Consent of Independent Accountants -
                              PricewaterhouseCoopers LLP

             (n)(2)          Consent of Independent Auditors - KPMG, LLP

             (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(3)


- ---------------------------------------------------------------------------
(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.
(3)  Incorporated by reference to the Registration Statement filed with the
     Commission via EDGAR on or about June 27, 2001.
(4)  Incorporated by reference to Pre-Effective Amendment No. 1 filed with the
     Commission via EDGAR on August 3, 2001.


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                                    $ 5,045
     New York Stock Exchange listing fee                   5,000
     Printing                                             15,000
     Accounting fees and expenses                          5,000
     Legal fees and expenses                              50,000
     Information Agent fees and expenses                  10,000
     Subscription Agent fees and expenses                 55,000
     Miscellaneous                                         4,955
                                                       ---------
         Total                                           150,000
                                                       =========




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 8/2/01:  3,192


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 3rd day of August,
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          August 3, 2001
- -----------------------------       executive officer)
/s/William R. Parmentier, Jr.


/s/J. KEVIN CONNAUGHTON             Treasurer and Principal   August 3, 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
                                                           August 3, 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
- --------  --------------------------------------------------

(l)       Opinion and Consent of Counsel
(n)(1)    Consent of Independent Accountants -
           PricewaterhouseCoopers LLP
(n)(2)    Consent of Independent Auditors - KPMG, LLP




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2L
<SEQUENCE>3
<FILENAME>opinion.txt
<DESCRIPTION>OPINION AND CONSENT OF COUNSEL
<TEXT>










                                 August 3, 2001



Liberty ALL-STAR Growth Fund, Inc.
Federal Reserve Plaza
600 Atlantic Avenue
Boston, MA 02210-2214

                  Re:      Liberty ALL-STAR Growth Fund, Inc.

Ladies and Gentlemen:

                  We have acted as special Maryland counsel for Liberty ALL-STAR
Growth Fund, Inc., a Maryland corporation (the "Fund"), in connection with the
issuance of up to 2,117,781 shares (the "Shares") of its common stock, $.10 par
value per share, pursuant to the exercise of rights (the "Rights") to purchase
common stock to be distributed to the Fund's stockholders in accordance with the
Fund's Registration Statement on Form N-2 filed on August 3, 2001 (the
"Registration Statement").

                  We have examined the prospectus included in the Registration
Statement, substantially in the form in which it is to become effective, and the
form of Subscription Certificate for exercise of the Rights. We have examined
and relied on a certificate of the Maryland State Department of Assessments and
Taxation to the effect that the Fund is duly incorporated and existing under the
laws of the State of Maryland and is in good standing and duly authorized to
transact business in the State of Maryland. We have further examined and relied
on a certificate of an appropriate officer of the Fund with respect to the
Fund's Charter and Bylaws and certain action taken by its Board of Directors,
among other matters addressed in the certificate. We have examined and relied on
such corporate records of the Fund and other documents and certificates as to
factual matters as we have deemed necessary to render the opinion expressed
herein.

                  We have assumed that the Fund has no "Principal Shareholder"
as defined in Article VIII of the Fund's Charter and have relied on a
certificate of an appropriate officer of the Fund to the effect that the Fund
has no knowledge of any such Principal Shareholder. We have also assumed,
without independent verification, the authenticity of all documents submitted to
us as originals, the conformity with originals of all documents submitted to us
as copies, and the genuineness of all signatures on documents submitted to us.

<PAGE>

Liberty ALL-STAR Growth Fund, Inc.
August 3, 2001
Page 2


                  Based on such examination, we are of the opinion that the
Shares to be issued upon exercise of the Rights have been duly authorized, and
when the Shares are sold, issued and paid for as contemplated by the
Registration Statement, the Shares will have been validly and legally issued and
will be fully paid and nonassessable.

                  This letter expresses our opinion with respect to the Maryland
General Corporation Law governing matters such as the authorization and issuance
of stock. It does not extend to the securities laws or "Blue Sky" laws of
Maryland, to federal securities laws, or to other federal or state laws.

                  We consent to the filing of this opinion as an exhibit to the
Registration Statement. We do not thereby admit that we are "experts" as that
term is used in the Securities Act of l933 and the regulations thereunder.
William J. Ballou, Esq., counsel to the Fund, may also rely on this opinion in
delivering his opinion to the New York Stock Exchange in connection with the
listing of the Shares. This opinion may not be relied on by any other person or
for any other purpose without our prior written consent.

                                            Very truly yours,


                                            /s/ Venable, Baetjer and Howard, LLP










</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2N
<SEQUENCE>4
<FILENAME>kpmg.txt
<DESCRIPTION>KPMG CONSENT
<TEXT>
                         CONSENT OF INDEPENDENT AUDITORS



Board of Directors and Shareholders
Liberty All-Star Growth Fund, Inc:



We consent to the references to our firm under the captions "FINANCIAL
HIGHLIGHTS" in the prospectus and "FINANCIAL STATEMENTS" in the Statement of
Additional Information.


/s/ KPMG LLP


Boston, Massachusetts
August 1, 2001








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2N
<SEQUENCE>5
<FILENAME>pwc.txt
<DESCRIPTION>PWC 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
August 1, 2001





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