-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 Gp0/XXPWuTpF+cmyhBFJC/63CqI3T9l83Hwpw+o5P4vL5aPHStIhwjZFuF+AYHAG
 gxDzheGDO661JgmHNaRDcQ==

<SEC-DOCUMENT>0000021847-01-500099.txt : 20021122
<SEC-HEADER>0000021847-01-500099.hdr.sgml : 20021122
<ACCEPTANCE-DATETIME>20010803113415
ACCESSION NUMBER:		0000021847-01-500099
CONFORMED SUBMISSION TYPE:	N-2/A
PUBLIC DOCUMENT COUNT:		12
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:		01696854

	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:		01696855

	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>n2form.txt
<DESCRIPTION>PRE-EFFECTIVE AMENDMENT NO. 1
<TEXT>

    As filed with the Securities and Exchange Commission on August 2, 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. 1

[ ]      Post-Effective Amendment No._________

                                      and

[X]      REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X]      Amendment No. 14

                        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
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>

                     16,942,250 Rights for 2,117,781 Shares


                       LIBERTY ALL-STAR GROWTH FUND, INC.

                                  Common Stock


     Liberty  All-Star Growth Fund, Inc.  ("All-Star" or the "Fund") is offering
rights (the "Rights") to its shareholders (the "Offer"). These Rights will allow
you to subscribe for new shares of common stock of All-Star (the "Shares").  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 August 6,
2001 (the "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
SEPTEMBER 11, 2001 (the "Pricing Date") 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 SEPTEMBER  10, 2001
(the "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) 420-8683.



     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  investment objective
will  be  achieved.  For a  discussion  of  certain  risk  factors  and  special
considerations  with  respect  to  owning  shares  of  All-Star,   see  "Special
Considerations and Risk Factors" beginning on page 17 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 August 6,
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>
<S>                                              <C>
   <C>                  <C>
- ---------------------------------------------- ---------------------------
- ----------------------------- -------------------------
                                                 Subscription Price(1)
   Sales Load           Proceeds to All-Star(2)
- ---------------------------------------------- ---------------------------
- ----------------------------- -------------------------
- ---------------------------------------------- ---------------------------
- ----------------------------- -------------------------
Per share...................................               $
      NONE                         $
- ---------------------------------------------- ---------------------------
- ----------------------------- -------------------------
- ---------------------------------------------- ---------------------------
- ----------------------------- -------------------------
Total........................................              $
      NONE                         $
- ---------------------------------------------- ---------------------------
- ----------------------------- -------------------------
</TABLE>


(1)  Estimated  based on an assumed  Subscription  Price of 95% of the net asset
     value on August 6, 2001.
(2)  Before deduction of expenses payable by All-Star, estimated at $150,000.


     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,  which
under  certain  circumstances,   could  be  substantial.  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.



     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
August [ ], 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 27 of this
Prospectus,  and a copy is  available  at no charge by calling  the  Information
Agent at (888) 420-8683.



                 The date of this Prospectus is August [   ], 2001.


                               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...      2,117,781
shares
Number of Rights you will receive for each outstanding
   share you own on the Record                                    One Right for
every one share
Date........................................
Number of shares you may purchase with your Rights at the
   Subscription Price per                                         One share for
every eight Rights
share..................................................
Subscription                                                      95% of the
lower of (i) the last reported sale price on the
Price.....................................................        NYSE on
September 11, 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.
                                 (888) 420-8683
- --------------------------------------------------------------------------------


Over-Subscription Privilege


     The right to acquire  during the  Subscription  Period at the  Subscription
Price one additonal Share for each eight Rights 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."


Method for Exercising Rights


     Except as described below,  subscription certificates evidencing the Rights
("Subscription  Certificates")  will be sent to  shareholders on the Record Date
("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.
             1-888-420-8683



Important Dates to Remember

Please note that the dates in the table below may change if the offer is
extended.

- ---------------------------------------------- --------------------------
Event                                          Date
- ---------------------------------------------- --------------------------
- ---------------------------------------------- --------------------------
Record                                         August 6, 2001
Date.........................................
- ---------------------------------------------- --------------------------
- ---------------------------------------------- --------------------------
Subscription                                   August 10, 2001 through
Period.......................................  September 10, 2001*
- ---------------------------------------------- --------------------------
- ---------------------------------------------- --------------------------
Expiration Date (Deadline for delivery of
Subscription Certificate together with
payment of estimated Subscription Price or
for delivery of Notice of Guaranteed
Delivery)....................................  September 10, 2001
- ---------------------------------------------- --------------------------------
- ---------------------------------------------- --------------------------------
Pricing                                        September 11, 2001
Date.........................................
- ---------------------------------------------- --------------------------------
- ---------------------------------------------- --------------------------------
Deadline for payment of final Subscription
Price pursuant to Notice of Guaranteed
Delivery...................................... September 13, 2001
- ---------------------------------------------- --------------------------------
- ---------------------------------------------- --------------------------------
Confirmation to Registered                     September 24, 2001
Shareholders........................
- ---------------------------------------------- --------------------------------
- ---------------------------------------------- --------------------------------
For Registered Shareholders' Subscriptions -
deadline for payment of unpaid balance if
final Subscription Price is higher than
Estimated Subscription Price...........        October 4, 2001
- ---------------------------------------------- --------------------------------


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


* Unless the Offer is extended.


<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  198,202  shares.  As of  August  6,  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." As of May 31, 2001, LAMCO managed over $1.4 billion in assets.



     LAMCO, organized in 1985, is an indirect wholly-owned subsidiary of Liberty
Financial Companies,  Inc. ("Liberty Financial").  Liberty Financial is a direct
majority-owned  subsidiary  of LFC  Management  Corporation,  which in turn is a
direct  wholly-owned  subsidiary of Liberty Corporate  Holdings,  Inc., which in
turn is a direct wholly-owned subsidiary of LFC Holdings, Inc., which in turn is
a direct wholly-owned subsidiary of Liberty Mutual Equity Corporation,  which in
turn is a direct  wholly-owned  subsidiary of Liberty Mutual  Insurance  Company
("Liberty Mutual"). As of June 30, 2001, LFC Management Corporation owned 70.46%
of the common  stock of LFC and the  balance is held by the public and listed on
the  New  York  Stock  Exchange.  LFC  is a  diversified  and  integrated  asset
management  organization  which provides  insurance and  investment  products to
individuals  and  institutions.  Liberty  Mutual is an  underwriter  of workers'
compensation insurance and a property and casualty insurer in the United States,
organized  under  the laws of  Massachusetts  in 1912.  The  principal  business
activities of Liberty Mutual's subsidiaries other than LFC are property-casualty
insurance,  insurance  services  and life  insurance  (including  group life and
health insurance  products)  marketed through its own sales force. The principal
executive offices of LFC Management  Corporation,  Liberty  Corporate  Holdings,
Inc.,  and  LFC  Holdings,  Inc.,  Liberty  Mutual  and  Liberty  Mutual  Equity
Corporation are located at 175 Berkeley Street, Boston, Massachusetts 02117.

     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 Funds'  investment  advisory and sub-advisory  agreements with
LAMCO and the Funds' 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.


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, which, under certain
                      circumstances, may be substantial.  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 premium from their net asset value of 0.25% (the
                      average premium for the five-month period ended May 31,
                      2001), and assuming all Rights are exercised, the
                      Subscription Price would be 5% below All-Star's net asset
                      value per share, resulting in a reduction of such net
                      asset value of approximately $0.06 per share, or less than
                      0.7%.  See "Risk Factors and Special Considerations -
                      Dilution."




Distributions........ All-Star currently has a policy of paying distributions on
                      its Shares totalling approximately 10% of its net asset
                      value per year, payable in four quarterly distributions of
                      2.5% of its net asset value at the close of the NYSE on
                      the Friday prior to each quarterly declaration date. These
                      fixed distributions, which are not related to All-Star's
                      net investment income or net realized capital gains or
                      losses, will be treated as ordinary dividend income up to
                      the amount of All-Star's current and accumulated earnings
                      and profits.  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 be treated as a tax-free return of
                      capital to each shareholder (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 subsequent sale of his or her shares.



                    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
                    ("net capital gain") for any year to the extent that its net
                    investment  income and net 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.  Retained net capital gain will be
                    taxed to both  All-Star  and the  shareholders  as long-term
                    capital gains;  however,  each  shareholder  will be able to
                    claim a  proportionate  share of the federal income tax paid
                    by  All-Star  as a  credit  against  his or her own  federal
                    income tax  liability  and will be entitled to increase  the
                    adjusted  tax basis in his or her  shares by the  difference
                    between the amount taxed and the 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 All-Star will trade at a discount from net asset value
                      is a risk separate and distinct from the risk that
                      All-Star'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."



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.  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, as amended ("Plan").


 Sales Load ...............................   None(l)
Automatic Dividend Reinvestment
   and Cash Purchase Plan Fees ............  $1.25 per voluntary cash investment

(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)

 Management and administrative fees ..................................... 1.00 %
 Other Expenses.......................................................... 0.23 %
                                                                         -------
 Total Annual Expenses .................................................. 1.23 %

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

          1 Year            3 Years           5 Years          10 Years
          -------           --------          --------         --------
          $13               $39               $68              $149


     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.


     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.



<PAGE>


                              FINANCIAL HIGHLIGHTS


The financial  highlights  table is intended to help you  understand  the Fund's
financial  performance.  Information  is shown for the  Fund's  last ten  fiscal
years,  unless  otherwise  indicated.  Certain  information  reflects  financial
results  from a single Fund Share.  The  information  for the fiscal years ended
December    31,   1999   and   December   31,   2000   has   been   audited   by
PricewaterhouseCoopers LLP, independent accountants. The information included in
the Fund's  financial  statements  for periods prior to 1999 had been audited by
KPMG, LLP independent  auditors,  whose report  expressed an unqualified
opinion on those financial    statements    and    financial    highlights.
The    report   of PricewaterhouseCoopers  LLP, together with the financial
statements of the Fund, 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).


<TABLE>
<CAPTION>

                                                                        For the
Year Ended December 31,

                                                              2000       1999
    1998       1997        1996



PER SHARE OPERATING PERFORMANCE:


<S>                                                         <C>         <C>
  <C>         <C>        <C>
                                                            $13.44      $13.03
  $12.89      $11.27     $10.55
                                                            ------      ------
  ------      ------     ------
Net asset value at beginning of year

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

Less Distributions from:
                                                              ----       ----
    ----       ----       (0.01)
         Net Investment income
                                                             (0.05)      ----
   (0.83)      ----        ----
         Paid-in capital
                                                             (1.22)      (1.23)
   (0.52)      (1.24)     (1.01)
         Realized capital gains
                                                             (0.07)      ----
    ----       ----        ----
                                                             ------      ----
    ----       ----        ----
         In excess of realized capital gains
                                                             (1.34)      (1.23)
   (1.35)      (1.24)     (1.02)
                                                             ------      ------
   ------      ------     ------
Total Distributions
                                                              ----       ----
   (0.21)      ----        ----
Change due to rights offering (a)
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)
                                                             ------      ------
   ------      ------     ------
                                                             $10.86     $13.44
   $13.03     $12.89      $11.27
                                                             ------     ------
   ------     ------      ------
Net asset value at end of year
                                                             $9.438     $10.813
  $11.438     $11.938     $9.250
                                                             ------     -------
  -------     -------     ------
Market price at end of year

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

RATIOS AND SUPPLEMENTAL DATA:
                                                              $180       $219
    $199       $167        $137
Net assets at end of year (millions)
                                                              1.21%       1.20%
    1.22%       1.20%      1.35%
Ratio of expenses to average net assets

Ratio of net investment income (loss) to average net         (0.71)%     (0.37)%
   (0.22)%     (0.18)%     0.06%
        assets
                                                             62%         71%
   33%         57%        51%
Portfolio turnover rate

</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.



<PAGE>



<TABLE>
<CAPTION>

                                                                       For the
Year Ended December 31,

<S>                                                           <C>        <C>
    <C>        <C>         <C>
                                                              1995       1994
    1993       1992        1991
PER SHARE OPERATING PERFORMANCE:

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

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

Less Distributions from:
                                                              (0.31)      (0.23)
    (0.18)      (0.30)     (0.44)
         Net Investment income
                                                              ----       ----
    ----       ----        ----
         Paid-in capital
                                                              (0.45)      (0.35)
    (0.30)      (0.14)     (0.21)
                                                              ------      ------
    ------      ------     ------
         Realized capital gains
                                                              ----       ----
    ----       ----        ----
         In excess of realized capital gains
                                                              (0.76)      (0.58)
    (0.48)      (0.44)     (0.65)
                                                              ------      ------
    ------      ------     ------
Total Distributions
                                                              ----       ----
    ----       ----        ----
Change due to rights offering (a)
Impact of shares issued in dividend                           ----       ----
    ----       ----        ----
                                                              ----       ----
    ----       ----        ----
         reinvestment (b)
Total Distributions, Reinvestments and Rights                 (0.76)      (0.58)
    (0.48)      (0.44)     (0.65)
                                                              ------      ------
    ------      ------     ------
         Offering
                                                             $10.55      $9.95
   $10.54     $10.28      $10.40
                                                             ------      -----
   ------     ------      ------
Net asset value at end of year
                                                             $9.375     $8.500
  $10.250     $10.00      $10.00
                                                             ------     ------
  -------     ------      ------
Market price at end of year

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

RATIOS AND SUPPLEMENTAL DATA:
                                                              $120       $113
    $125       $123        $125
Net assets at end of year (millions)
                                                               1.42%       1.51%
     1.35%       1.33%     1.31%
Ratio of expenses to average net assets

Ratio of net investment income (loss) to average net           2.87%       2.12%
     1.71%       2.80%     4.17%
        assets
                                                              82%         50%
    47%         19%          25%
Portfolio turnover rate
</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.



<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 quarters ended March 31, 2001 and
June 30, 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
                                                                 Premium to
                               Premium to
                                   High Sales     Net Asset      Net Asset
Low Sales      Net Asset       Net Asset
1999                               Price          Value          Value
Price          Value           Value
- ----                               -----          -----          -----
- -----          -----           -----
<S>                                <C>            <C>             <C>
<C>            <C>              <C>
1st                                $11.938        $13.35         -10.6%
$10.125        $12.22          -17.1%
Quarter...........................
2nd                                $11.500        $13.06         -11.9%
$10.375        $12.47          -16.8%
Quarter..........................
3rd                                $11.438        $12.73         -10.1%
$9.688         $11.55          -16.1%
Quarter...........................
4th                                $10.938        $13.49         -18.9%
$9.313         $11.15          -16.5%
Quarter...........................

2000
1st                                $11.563        $14.34         -19.4%
$9.875         $12.81          -22.9%
Quarter...........................
2nd                                $12.125        $14.41         -15.9%
$9.875         $12.77          -22.7%
Quarter..........................
3rd                                $12.563        $14.23         -11.7%
$11.438        $13.58          -15.8%
Quarter...........................
4th                                $12.375        $13.61         -9.1%
$9.125         $10.68          -14.6%
Quarter...........................

2001
1st                                $10.910        $10.90         0.1%
$8.00          $8.34           -4.1%
Quarter...........................
2nd                                $10.28         $9.83          1.9%
$7.95          $7.62             5.1%
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 August 6, 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
the one, three and five year periods ended June 30, 2001 and from April 1, 1996
to June 30, 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 is a broad based  capitalization-weighted
index of all  NASDAQ  National  Market  and Small  Cap  stocks,  and the  Lipper
Multi-Cap  Growth Fund  Average  information  reflects  the total  return of the
mutual funds  included in the average,  in each case  assuming  reinvestment  of
dividends and distributions.


<TABLE>

<S>                                       <C>                   <C>
     <C>                     <C>
                                             No. 1                  No. 2
      Lipper Multi-Cap       NASDAQ Composite
                                          All-Star NAV          All-Star Price
     Growth Fund Average           Index
                                          ------------          --------------
     -------------------           -----
1 Year                                      -24.1%                 - 9.3%
          -31.8%                  -45.5%
3 Years                                      -1.1%                   2.8%
            7.5%                    4.5%
5 Years                                       9.3%                  13.3%
           11.9%                   12.8%
Since April 1, 1996                           9.3%                  13.2%
           12.2%                   13.7%

</TABLE>


The return shown is the average annual return for the period  indicated to June
30, 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 Record Date Shareholders  nontransferable  Rights to
subscribe for the Shares,  $.10 par value per Share, of the Fund's 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 August 10, 2001 and ends at 5:00 p.m.,  New York  time, on
September
10, 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.


     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 $12.41 per Share, for proceeds to the Fund of $16,222,143
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 PositionExcess 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
All-Star on the NYSE on September 11, 2001 (the "Pricing Date"), or (ii) the net
asset value of a Share of All-Star on the Pricing Date.



     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 August [ ], 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 4.0% and a ___%
premium, respectively, in relation to the net asset value per Share at the close
of business on these dates.


Expiration of the Offer


     The Offer will expire at 5:00 p.m.,  New York time,  on September 10, 2001.
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.,  Eastern 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  $50,000 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.
111 Commerce Road
Carlstadt, New Jersey 07072-2586



Call Toll Free (888) 420-8683



The Information Agent will receive a fee estimated at approximately $5,500 plus
reimbursement for its out-of-pocket expenses.


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.


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

<TABLE>
<S>                               <C>
Subscription Certificate
Delivery Method                   Address
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  September  13,  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).



     (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
September  13, 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.

     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.,  Eastern
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. Shares will
not be delivered until checks have cleared.


Delivery of Stock Certificates


     Participants  in  All-Star's  Automatic  Dividend   Reinvestment  and  Cash
Purchase  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   Septermber  24,  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 October 4, 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 Rights.  The  discussion is based on applicable
provisions  of the  Internal  Revenue  Code of 1986,  as amended  ("Code"),  the
Treasury Regulations  promulgated  thereunder and other authorities currently in
effect, all of which are subject to change,  possibly with a retroactive effect.
This  discussion  does not purport to be complete or to deal with all aspects of
federal income  taxation that may be relevant to  shareholders in light of their
particular  circumstances or to shareholders  subject to special treatment under
the Code  (such  as  insurance  companies,  financial  institutions,  tax-exempt
entities,  employee benefit plans,  dealers in securities,  foreign corporations
and persons who are not U.S.  citizens or  residents),  and does not address any
state, local or foreign tax consequences.



     For federal  income tax  purposes,  neither the receipt nor the exercise of
the Rights by Record Date  Shareholders  will result in taxable  income to them,
and they will  realize no loss with  respect to any Rights that  expire  without
being exercised. All-Star will realize no gain or loss on the issuance, exercise
or expiration of the Rights.



     A Record Date Shareholder's holding period for a Share acquired on exercise
of Rights will begin with the date of exercise,  and the shareholder's basis for
determining  gain or loss on the sale of that  Share  will  equal the sum of the
shareholder's basis in the exercised Rights, if any, plus the Subscription Price
for the Share. A Record Date  Shareholder's  basis in Rights will be zero unless
either (1) the Rights' fair market value on the date of  distribution  is 15% or
more of the fair market  value on that date of the Shares with  respect to which
the Rights were  distributed or (2) the shareholder  elects,  on his, her or its
federal income tax return for the taxable year in which the Rights are received,
to allocate  part of the basis of those Shares to the Rights.  If either  clause
(1) or (2)  applies,  then if the Rights are  exercised,  the  shareholder  will
allocate  his, her or its basis in the Shares with respect which the Rights were
distributed  between  those  Shares  and  the  Rights  in  proportion  to  their
respective  fair  market  values  on  the  distribution   date.  A  Record  Date
Shareholder's  gain or loss  recognized  on  sale  of a  Share  acquired  on the
exercise of Rights will be a capital gain or loss  (assuming  the Share was held
as a capital  asset at the time of sale) and will be  long-term  capital gain or
loss,  taxable  at a  maximum  rate  of  20%  in  the  case  of  a  noncorporate
shareholder, if the shareholder then held the Share for more than one year.


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,  and  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 requirements and 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>
<S>                           <C>                   <C>                     <C>
                              NAV per Share on      Dilution
Percentage
                                 _______, 2001      per Share in Dollars
Dilution

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 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 August [ ], 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 August [ ], 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  $150,000.  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.

     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
All-Star,  and may result in greater  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.

                    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 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 section
entitled  "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.


     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>
<S>                        <C>                                       <C>
          <C>
                           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
- ----------------           ------------------
- -----------------     ----------
 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 $10,000 per year plus a fee based on of the Fund's average
net assets for any month that such assets are over $50 million.  The fee shall
be calculated as follows:  $190,000 divided by the sum of the Fund's average
monthly net assets plus the average monthly net assets of Liberty All-Star
Equity Fund. The Fund also reimburses Colonial for its out-of-pocket expenses,
including fees payable to third parties for pricing services.


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,
Massacusetts  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.

                              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  16,942,250  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
terrns 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 will be required to authorize All-Star's  conversion from a closed-end to
an open-end investment company.


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

     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 totalling  approximately  10% of its net asset
value per year, payable in four quarterly distributions of 2.5% of its net asset
value at the close of the NYSE on the Friday prior to each quarterly declaration
date.  These  fixed  distributions,  which are not  related  to  All-Star's  net
investment  income or net realized  capital gains or losses,  will be treated as
ordinary dividend income up to the amount of All-Star's  current and accumulated
earnings and profits.  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 be  treated as a tax-free  return of
capital to each shareholder (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 subsequent  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 its 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 capital gain for any year to the extent
that its net investment  income and net 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. Retained net capital gain
will be taxed to both All-Star and the shareholders as long-term  capital gains;
however,  each  shareholder  will be able to claim a proportionate  share of the
federal  income tax paid by All-Star as a credit  against his or her own federal
income tax  liability and will be entitled to increase the adjusted tax basis in
his or her Shares by the difference between the amount taxed and the credit.



     All-Star intends to pay all or a substantial  portion of its  distributions
in each  year 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 the 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.



     The  number  of  Shares  to be issued  to a  shareholder  in  payment  of a
distribution declared payable in shares will be determined by dividing the total
dollar  amount of the  distribution  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 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 the market value or the
net asset value per share on the valuation date for the distribution  (but not a
discount of more than 5% from the market value).  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 NYSE 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 that 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.



     The automatic  reinvestment of dividends and other  distributions  will not
relieve plan  participants  of any income tax that may be payable  thereon.  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 briefly summarizes the general rules applicable to
taxation of All-Star  and its  shareholders.  Shareholders  are urged to consult
with their own tax advisers  concerning the tax  consequences of their continued
investment in All-Star and of their receipt and exercise of the Rights.



     All-Star  has elected to be, and  intends to continue to qualify  each year
for federal  income tax  treatment as a regulated  investment  company under the
Code, and intends 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 tax on its net investment income and
net  realized   capital  gains  to  the  extent  it  distributes   them  to  its
shareholders.  (See  "Distributions;  Automatic  Dividend  Reinvestment and Cash
Purchase Plan--10% Distribution Policy" regarding All-Star's authority to retain
and pay taxes on, and not distribute,  net capital gain). All-Star also expects
to  make  sufficient   annual   distributions   to  avoid  being  subject  to  a
nondeductible 4% federal excise tax imposed on regulated  investment  companies.
If All-Star fails to qualify as a regulated  investment  company in any year, it
would  incur  federal  corporate  income  tax  on its  taxable  income  and  its
distributions  would be taxable as ordinary  dividend income to the shareholders
to the extent of its net  investment  income and net capital  gain. In addition,
All-Star could be required to recognize  unrealized gains, pay substantial taxes
and  interest  and  make  substantial   distributions  before  requalifying  for
treatment as a regulated investment company.



     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  other
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   that  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 capital  gain 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.  Net capital gain is taxable, in the case
of a noncorporate  shareholder,  at a maximum rate of 20% if attributable to the
disposition of shares that the shareholder held for 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 on 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 it holds.  As of _________,  2001,
All-Star's  investments had net unrealized losses of $____ million.  Realization
and a subsequent  distribution to a shareholder of such amount,  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 to another  taxable
year its net realized  capital  losses,  if any, from earlier  taxable years and
thus may realize  net  capital  gains in the later year up to the amount of such
losses without being required to pay taxes on or to distribute such gains. As of
December 31, 2000,  the end of its last completed  fiscal year,  All-Star had no
capital loss carryovers.



     Individuals and certain other  non-corporate  All-Star  shareholders may be
subject  to  30.5%   withholding  on  reportable   dividends  and  capital  gain
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 the  shareholder is not subject to back-up  withholding
due to  notification  by the Internal  Revenue  Service that the shareholder has
under-reported interest or dividend income.



     Distributions  from net  investment  income  paid to  shareholders  who are
non-resident   aliens  or  foreign  entities  may  be  subject  to  30%  federal
withholding tax (but not, in such event,  subject to back-up withholding) 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
advisers concerning the applicability of the withholding tax.



     Information  concerning the federal income tax status of All-Star dividends
and other 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 advisers  concerning  the  application  of
state and local taxes.



     See "The  Offer-Federal  Income Tax  Consequences"  for a discussion of the
federal income tax consequences regarding the 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.....................................................................2.
Investment
Restrictions.................................................................2
Investment Advisory and Other
Services.....................................................................4
Directors and Officers of
All-Star.....................................................................5
Portfolio Security
Transactions................................................................11
Principal
Shareholders................................................................12
Financial
Statements..................................................................12





<PAGE>



                                       A-1
                                   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
advisor and an investment  banker and  broker-dealer  firm registered  under the
Securities  Exchange Act of 1934. Blair was founded over 50 years ago by William
McCormick Blair and currently has more than 70 principals and  approximately 900
employees  at offices in  Chicago,  San  Francisco,  London,  Liechtenstein  and
Zurich. The main office in Chicago houses all investment  banking,  research and
investment  management services.  As of May 31, 2001, Blair had over $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. TCW is a wholly-owned subsidiary of The
TCW Group,  Inc.  ("TCW  Group").  Established  in 1971,  TCW Group's direct and
indirect  subsidiaries,  including TCW,  provide a variety of trust,  investment
management and investment advisory services.  Societe Generale Asset Management,
S.A.  ("SGAM") owns 51% of the TCW Group.  SGAM is a wholly-owned  subsidiary of
Societe Generale,  S.A. ("Societe Generale "). SGAM is located at 92708 place de
la Corpole,  92078 Paris,  France.  Societe  Generale is located at 29 boulevard
Haussman,   75009,  Paris,   France.  The  employees,   management,   and  other
shareholders  of the TCW Group own the remaining  49% of the company.  Under the
terms of an  agreement  between  the TCW Group and SGAM,  SGAM will  acquire  an
additional  1% interest in the TCW Group over the course of the next five years.
SGAM and TCW have stated their  intention to maintain the personnel,  processes,
investment  strategy and operations of TCW, which will continue to operate under
the TCW brand name.  As of May 31,  2001,  TCW and its  affiliates  had over $75
billion in assets under management or committed to 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,  a registered  investment
advisor,  was founded in 1995 by Matthew A.  Weatherbie.  Mr.  Weatherbie is the
principal  executive  officer and 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.  In
addition  to Mr.  Weatherbie  being the senior  principal,  there are five other
principals,  three research analysts, a trader and a director of administration.
Weatherbie is 100% employee-owned and operated with a partnership philosophy. As
of May 31, 2001, Weatherbie managed over $424 million in assets.






<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................................2
Expenses..........................................7
Financial Highlights..............................8
Share Price Data.................................10
Investment Performance...........................10
The Offer........................................11
Special Considerations and Risk Factors..........17
Use of Proceeds..................................18
History of the Fund..............................18
The Multi-Manager Concept........................19
Investment Objectives, Policies and Risks........20
Management of All-Star ..........................21
Description of Shares............................23
Distributions; Automatic Dividend
    Reinvestment and Cash Purchase Plan..........24
Tax Status.......................................26
General..........................................27
Statement of Additional Information..............27
Appendix A--
    Information about the Portfolio Managers... A-1


                                   [LOGO HERE]








                                     LIBERTY
                                    ALL-STAR
                                GROWTH FUND, INC.
                       A Multi-Managed Investment Company




                        2,117,781 Shares of Common Stock
                      Issuable upon Exercise of Rights to
                           Subscribe for Such Shares






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

                                 August [   ], 2001
                               -------------------


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


                                 August [  ], 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  August 7, 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                                   2
 Investment Restrictions                                              2
 Investment Advisory and Other Services                               4
 Directors and Officers of All-Star                                   5
 Portfolio Security Transactions                                     11
 Principal Shareholders                                              12
 Financial Statements                                                12




<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.

     (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.

<PAGE>

     (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
wlll not be considered a violation of the restriction.


                     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.


     The  Fund  and  LAMCO  have  adopted  Codes  of  Ethics   pursuant  to  the
requirements of the Investment  Company Act of 1940, as amended.  These Codes of
Ethics permit personnel subject to the Codes to invest in securities,  including
securities  that may be purchased  or held by the funds.  Copies of the Codes of
Ethics of the Fund and  LAMCO can be  reviewed  and  copied at the  Commission's
Public  Reference Room in Washington,  D.C.  Information on the operation of the
Public   Reference   Room  may  be  obtained  by  calling  the   Commission   at
1-202-942-8090.  The Codes of Ethics are also available on the EDGAR database on
the Commission's Internet site at www.sec.gov,  or may be obtained, after paying
a duplicating fee, by electronic  request at  publicinfo@sec.gov,  or by writing
the Commission's Public Reference Section, Washington, D.C. 20549-0102.





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 $63,522 and $68,804 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>

<S>                                               <C>
Name (Age) and Address                            Position with Principal
Occupation During Past
- ----------------------
- ----------------------------------------------
                                                  Five Years

Robert J. Birnbaum (73)                           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 (71)                            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).



Richard W. Lowry (65)                             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* (61)                            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)).


<PAGE>


John J. Neuhauser (58)                            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* (48)                           Chief Operations Officer of
Mutual Funds,
Liberty Financial Companies, Inc.                 Liberty Financial Companies,
Inc. (Liberty
600 Atlantic Avenue                               Financial) since August, 2000;
Executive Vice
Boston, MA 02210                                  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>


The following  are the  executive  officers  (except for Mr.  Palombo  described
earlier) of All-Star.

<TABLE>

<S>                                                <C>
  <C>
Name (Age) and Address                             Position with All-Star
  Principal Occupation During Past Five
- ----------------------                             ----------------------
  -------------------------------------

  Years

  -----

William R. Parmentier, Jr. (48)                    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 (45)                               Executive Vice President
  Executive Vice President of Liberty
Liberty Funds Group
  Funds and of the Liberty All-Star
One Finanacial 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 (38)                       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>

<S>                                             <C>
  <C>
Name (Age) and Address                          Position with All-Star
  Principal Occupation During Past Five
- ----------------------                          ----------------------
  -------------------------------------

  Years

  -----



Mark T. Haley (36)                              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 (37)                       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 (36)                          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>

<TABLE>

<S>                                             <C>
  <C>
Name (Age) and Address                          Position with All-Star
  Principal Occupation During Past Five
- ----------------------                          ----------------------
  -------------------------------------

  Years

  -----

Michelle G. Azrialy (32)                        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).

<PAGE>

Vicki Benjamin (39)                             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
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>
<S>                                 <C>                             <C>
Name                                     Aggregate
- ----                                Compensation from
Total Compensation from the
                                         the Fund                   Liberty
All-Star Funds (including the Fund)
                                         --------
- -------------------------------------------

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.

<PAGE>

Name                                       Total Compensation from Liberty Funds
- ----                                       -------------------------------------

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

(3)  Resigned as Trustee of the Liberty Funds on December 27, 2000.
(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,  Varlable  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
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  servlces  to the
Portfollo  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  discretlon  is exercised by the Portfolio
Manager.

<PAGE>


     During 1998, 1999 and 2000, All-Star paid total brokerage  commissions of
$159,554, $251,387 and $204,925,  respectively.  Approximately $55,361 of the
commissions paid in 1998, and $103,707 and $37,364, respectively, of the
commissions paid in 1999 and 2000 on transactions aggregating approximately
$115,316,997 and $50,127,330, 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 1998, 1999 and 2000 no Fund  portfolio
transactions  were placed with any Portfolio  Manager or its broker-dealer
affiliate.


                             PRINCIPAL SHAREHOLDERS

     On July 16, 2001,  Cede & Co. Fast, Depository Trust Company,
55 Water Street, New York, NY 10004 owned beneficially 14,437,309 shares,
representing 85.21% of the All-Star's then outstanding shares.

     As of July 16,  2001,  all officers  and  Directors of All-Star as a group
owned less than 1% of All-Star's outstanding shares.

                              FINANCIAL STATEMENTS


     PricewaterhouseCoopers  LLP, are the independent  accountants for the Fund.
PricwaterhouseCoopers LLP provides audit and tax return preparation services and
assistance and consultation in connection wtih the review of various  Securities
and Exchange  Commission  filings.  Prior to September,  1999, KPMG LLP were the
independent  auditors for the Fund.  The financial  statements  incorporated  by
reference in this SAI have been so incorporated, and the financial statements in
the  Prospectus  have  been  so  included,  in  reliance  upon  the  reports  of
PricewaterhouseCoopers  LLP and KPMG LLP  given on  authority  of said  firms as
experts in accounting  and auditing.  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

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

             (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.(3)

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

             (k)(5)          Form of Information Agent Agreement

             (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.


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 2nd 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 2, 2001
- -----------------------------       executive officer)
/s/William R. Parmentier, Jr.


/s/J. KEVIN CONNAUGHTON             Treasurer and Principal   August 2, 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 2, 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
- --------  --------------------------------------------------

(b)       By-Laws
(d)(2)    Form of Subscription Certificate
(d)(3)    Form of Notice of Guaranteed Delivery
(g)(1)    Management Agreement with Liberty Asset Management Company
(g)(2)    Portfolio Management Agreement with William Blair & Company, L.L.C.
(g)(3)    Portfolio Management Agreement with M.A. Weatherbie & Co., Inc.
(g)(4)    Portfolio Management Agreement with TCW Investment Management
            Company
(k)(4)    Form of Subscription Agreement
(k)(5)    Form of Information Agent Agreement
(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-99.2D
<SEQUENCE>2
<FILENAME>notice.txt
<DESCRIPTION>NOTICE OF GUARANTEE
<TEXT>
                           FORM OF NOTICE OF GUARANTEED DELIVERY
                                 For Shares of Common Stock of

                                LIBERTY ALL-STAR GROWTH FUND, INC.
                             Subscribed for under Primary Subscription
                              and the Over-Subscription Privilege


     Liberty  All-Star Growth Fund, Inc. (the "Fund") issued to its shareholders
of  record,  as of the close of  business  on August 6,  2001,  non-transferable
rights in the ratio of one right for every eight whole shares held on the record
date,  generally  entitling  the holders  thereof to subscribe  for one share of
beneficial interest of the Fund for each right held. The terms and conditions of
the  Rights  Offering  are set forth in the  Prospectus,  which is  incorporated
herein by  reference.  Capitalized  terms  herein shall have the same meaning as
defined  in the  Prospectus.  As set forth in the  Prospectus,  this form or one
substantially equivalent hereto may be used as a means of effecting subscription
and payment for all shares of the Fund's Common Stock (the "Shares")  subscribed
for under the Primary  Subscription and the  Over-Subscription  Privilege.  This
form  may be  delivered  by hand or sent by  facsimile  transmission,  overnight
courier or first class mail to the Subscription Agent.

                          The Subscription Agent is:
                                EQUISERVE, INC.
                        Attention: Corporate Actions

     By First-Class Mail:                                    By Facsimile:
       P.O. Box 43025                                       (781) 575-4826
    Providence RI, 02940-3025

                                 Confirm by telephone to:
                                      (781) 575-4816

 By Express Mail or Overnight Courier:                  By Hand:
     40 Campanelli Drive                        Securities Transfer and
     Braintree, MA 02184                           Reporting Services, Inc.
                                                   c/o EquiServe
                                                  100 Williams St. Galleria
                                                     New York, NY 10038

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS,  OR TRANSMISSION OF INSTRUCTIONS VIA
A TELECOPY  FACSIMILE  NUMBER,  OTHER THAN AS SET FORTH ABOVE, DOES NOT
CONSTITUTE A VALID DELIVERY.

     The New York Stock  Exchange  member firm,  bank or trust  company or other
nominee that completes this form must  communicate this guarantee and the number
of Shares subscribed for in connection with this guarantee (separately disclosed
as to the  Primary  Subscription  and the  Over-Subscription  Privilege)  to the
Subscription  Agent and must  deliver  this  Notice of  Guaranteed  Delivery  of
Payment to the  Subscription  Agent  prior to 5:00 p.m.,  Eastern  time,  on the
Expiration Date,  September 10, 2001, unless the Offer is extended.  This Notice
of Guaranteed  Delivery  guarantees  delivery to the  Subscription  Agent of (a)
payment  in full for all  subscribed  Shares and (b) a  properly  completed  and
signed copy of the Subscription  Certificate (which certificate and full payment
must then be delivered no later than the close of business of the third business
day after the Expiration Date, unless extended).  Failure to deliver this Notice
or to make the delivery  Guaranteed  herein will result in a  forfeiture  of the
Rights.

                                    GUARANTEE

     The undersigned,  a member firm of the New York Stock Exchange or a bank or
trust company having an office or  correspondent  in the United  States,  hereby
guarantees  delivery to the  Subscription  Agent by no later than 5:00 p.m., New
York  time,  on  September  13,  2001  (unless  extended  as  described  in  the
Prospectus) of (a) a properly  completed and executed  Subscription  Certificate
and (b) payment of the full estimated  Subscription  Price for Shares subscribed
for on  Primary  Subscription  and  for any  additional  Shares  subscribed  for
pursuant to the Over-Subscription  Privilege, as subscription for such Shares is
indicated herein or in the Subscription Certificate.

                                                      (continued on other side)

<PAGE>

                                                  Broker Assigned Control#_____

                            LIBERTY ALL-STAR GROWTH FUND, INC.
<TABLE>
<CAPTION>

<S>                             <C>                   <C>                              <C>
1.   Primary                    Number of Rights      Number of Shares pursuant to     Payment to be made in
     Subscription               to be exercised       Primary Subscription requested   connection with
                                                      for which you are guaranteeing   Shares from Primary
                                                      delivery of Rights and Payment   Subscription

                                                                   Shares              $_________________
                                Rights    =           (Rights / by 8)

2.   Over-Subscription                                Number of Shares pursuant to     Payment to be made in
                                                      Over-Subscription requested      connection with Shares from
                                                      for which you are guaranteeing   Over-Subscription
                                                      payment

                                                                   Shares              $__________________

3.   Totals                     Total Number of       Total Number of Shares
                                Rights to be          Requested
                                Delivered
                                                      ___________Shares                $______________
                                           Rights                                      Total Payment

</TABLE>


Method of delivery (circle one)

A.   Through Depository Trust Company ("DTC")

B.   Direct to EquiServe, as Subscription Agent.  Please indicate below how the
     Rights to be delivered should be registered.

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

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

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


     Please sign a unique  control  number for each  guarantee  submitted.  This
number needs to be referenced  on any direct  delivery of Rights or any delivery
through DTC. In addition,  please note that if you are  guaranteeing  for Shares
subscribed   pursuant  to  the   Over-Subscription   Privilege  and  are  a  DTC
participant,  you must also execute and forward to  EquiServe a DTC  Participant
Over-Subscription Exercise form.

   ---------------------------------                 --------------------------
   Name of Firm                                      Authorized Signature

   ---------------------------------                 --------------------------
   DTC Participant Number                            Title

  ----------------------------------                 --------------------------
   Address                                           Name (Please Type or Print)

   ---------------------------------                 --------------------------
    Zip Code                                         Phone Number

   ---------------------------------                 --------------------------
   Contact Name                                      Date




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2K
<SEQUENCE>3
<FILENAME>infoagt.txt
<DESCRIPTION>INFORMATION AGENT AGREEMENT
<TEXT>












August 2, 2001



Liberty All-Star Growth Fund, Inc.
One Financial Center
Boston, MA  02111

RE: INFORMATION AGENT


The following sets forth the agreement (the  "Agreement")  between Liberty
All-Star Growth Fund, Inc. (the "Client"),  and Georgeson Shareholder - New
Jersey ("GS"), a Delaware   corporation.  In accordance with the terms and
conditions of the Agreement,  the Client hereby agrees to retain GS to perform
certain  services as set forth below ("Services"). The terms and conditions are
as follows:

                             RETAINER AGREEMENT
                            TERMS AND CONDITIONS

THIS  AGREEMENT  is  entered  into  as of  this  2nd day of  August,  2001,
between  GS,  and the  Client, (collectively, the "Parties").

NOW THEREFORE, the Parties hereto mutually agree and covenant as follows:

    I.         SERVICES AND FEES

           A.  INFORMATION AGENT
               Service.  In connection with the Client's  upcoming Rights
               Offering to Common  shareholders of Liberty All-Star Growth
               Fund, Inc., GS will perform the following:

               i.       conduct a  broker/nominee  inquiry  to  ascertain  the
                        number of  beneficial  owners
                        serviced by each bank and broker reorganization
                        department;
               ii.      distribute the applicable  offering  documents to each
                        institution's  reorganization
                        department and forward additional materials as
                        requested;
               iii.     print documents as requested;
<PAGE>
Georgeson Shareholder - New Jersey
Retainer Agreement
Liberty All-Star Growth Fund
August 2, 2001
Page 2


               iv.      set-up a dedicated  toll-free number to respond to
                        inquiries,  provide  assistance to shareholders and
                        monitor the response to the offer;
               v.       enclose and mail the offering documents to interested
                        shareholders; and
               vi.      provide  periodic  reports  to the  Client as to the
                        results of the  telephone  campaign  as
                        requested and the status of the offer.
               For an additional fee, GS will, if requested by the Client,
               proactively contact registered shareholders and/or
               non-objecting beneficial holders ("NOBOs") to help promote a
               high level of participation in the offer.

               Fee. In consideration of the Information Agent Services to be
               performed,  the Client shall pay GS a base fee of Five Thousand
               Five Hundred Dollars  ($5,500).  In addition to the base fee, a
               $5.00 per telephone call fee will be charged for every inbound
               telephone call received with regards to the Client's offer. The
               base fee shall be paid simultaneously with the execution of this
               Agreement.

               Should the Client decide, to extended its offering  expiration
               date from its original  expiration date, GS will charge an
               extension  base fee of Two Thousand  Seven Hundred Fifty Dollars
               ($2,750) for every fifteen (15) day extension past the original
               expiration  date. If the extension is less than fifteen (15)
               days there will be no additional charge.

               The additional fee for contacting NOBOs and registered
               shareholders,  if requested,  will include a unit fee of $5.00
               per shareholder  contacted,  a $300 set-up fee and  out-of-pocket
               expenses  related to telephone  number lookups and line charges
               associated with unanswered calls.

               The Client  will  reimburse  GS for all reasonable out-of-pocket
               disbursements  which may  include  postage, telephone and
               courier charges, data transmissions and other expenses approved
               by the Client.

    II.        GENERAL TERMS & CONDITIONS

           A.  TERM/TERMINATION
           1.  Unless  otherwise  provided  elsewhere  herein,  this Agreement
               shall commence on the date as stated herein and shall  continue
               until GS has completed the Services  required of it hereunder.
               GS may terminate this Agreement in the event of default by the
               Client.  Default  shall  include the Client's  failure to pay
               any amount  within thirty  (30) days after  invoice for said
               amount is  delivered  to the Client or if the Client  defaults
               in the performance  of any  representation,  warranty or
               obligation  of the Client set forth  herein and such default
               continues,  uncured, for a period of twenty (20) days after
               delivery of written notice of such default by GS to the Client.

           2.  The  undersigned  Client may terminate  this Agreement at any
               time by providing GS with a seven (7) day advance written notice.
               The Client shall be responsible  for any fees to be paid to GS
               for any work already  completed on behalf of the Client on a pro
               rata basis.  Accordingly,  GS will refund all advance monies
               paid to it by the Client on a pro rata basis. GS shall make the
               sole  determination in its reasonable  judgement as to the amount
               of work already completed on behalf of the Client.
<PAGE>
Georgeson Shareholder - New Jersey
Retainer Agreement
Liberty All-Star Growth Fund
August 2, 2001
Page 3

           B.  REPRESENTATIONS AND WARRANTIES
           1.  The Client  represents and warrants that (a) it is duly
               organized,  validly existing and in good standing under
               the laws of its jurisdiction of organization,  (b) the execution,
               delivery and performance of all transactions contemplated
               thereby have been duly  authorized by all necessary  action and
               will not result in a breach of or constitute  a default  under
               the  articles of  incorporation  or the  operating  agreement of
               the Client or any indenture,  agreement, or instrument to which
               it is a party or by which it is bound, and (c) this Agreement has
               been duly  executed and received by the Client and  constitutes
               a legal,  valid and binding  obligation of the Client.

           2.  GS represents and warrants that (a) it is duly organized,
               validly existing and in good standing under the laws
               of its  jurisdiction  of  organization,  (b)  the  execution,
               delivery  and  performance  of all  transactions contemplated
               thereby have been duly  authorized by all necessary  action and
               will not result in a breach of or constitute a default under the
               articles of  organization  or the operating  agreement of GS or
               any  indenture, agreement,  or instrument to which it is a party
               or by which it is bound,  and (c) this Agreement has been duly
               executed and received by GS and constitutes a legal, valid and
               binding obligation of GS.

           C.  CONFIDENTIAL INFORMATION
               GS agrees to preserve  the  confidentiality  of (i) all
               non-public  information  provided by the Client or its agents
               for GS's use in fulfilling  its  obligations  hereunder and
               (ii) any  information  developed by GS based upon such
               non-public information (collectively,  "Confidential
               Information").  For purposes of this Agreement, Confidential
               Information  shall not be deemed to include  any  information
               which (w) is or becomes  generally available  to the  public in
               accordance  with law other than as a result of a  disclosure
               by GS or any of its officers,  directors,  employees, agents or
               affiliates; (x) was available to GS on a non-confidential basis
               and in  accordance  with law  prior  to its  disclosure  to GS
               by the  Client;  (y)  becomes  available  to GS on a non-
               confidential  basis and in accordance  with law from a person
               other than the Client or any of its officers, directors,
               employees,  agents or affiliates who is not otherwise bound by a
               confidentiality agreement with the Client  or is not  otherwise
               prohibited  from  transmitting  such  information  to a third
               party;  or (z) was independently  and lawfully  developed by GS
               based on information  described in clauses (w),(x) or (y) of this
               paragraph.  The Client agrees that all reports,  documents and
               other work product  provided to the Client by GS Pursuant to the
               terms of this  Agreement  are for the  exclusive  use of the
               Client and may not be disclosed to any other person or entity
               without the prior written consent of GS. The  confidentiality
               obligations set forth in this paragraph shall survive the
               termination of this Agreement.

               GS shall not disclose or use any nonpublic personal  information
               (as that term is defined in SEC Regulation S-P promulgated
               under  Title V of the  Gramm-Leach-Bliley  Act of 1999)
               relating to the  customers  of the Client and/or its  affiliates
               ("Client  Information")  except as may be  necessary  to carry
               out the purposes of this Agreement,  including use under
               ss.248.14 (the processing and servicing  exception) or ss.248.15
               (the miscellaneous exception) of Regulation S-P in the ordinary
               course of business to carry out those purposes. GS shall use best
               efforts to safeguard and maintain the  confidentiality of such
               Client  Information,  and to limit access to and usage of such
               Client  Information to those employees,  officers,  agents and
               representatives  of GS who have a  need to know the  information
               or as  necessary  to provide  products or  services  under this
               Agreement.  The obligations contained in this paragraph shall
               survive the termination of this Agreement.

<PAGE>
Georgeson Shareholder - New Jersey
Retainer Agreement
Liberty All-Star Growth Fund
August 2, 2001
Page 4

           D.  INDEMNIFICATION
               The Client  hereby  covenants  and agrees to indemnify  and hold
               GS and its  officers,  directors and employees harmless from and
               against any and all  losses,  claims,  causes of action,
               damages,  liabilities,  costs and expenses,  including
               reasonable  attorneys fees  ("Indemnified  Loss") incurred by
               any or all of the foregoing parties arising from or relating,
               directly or indirectly,  to: (i) a breach by the Client of the
               terms of this Agreement,  or (ii) the Services provided by GS or
               the duties of GS to the Client under this Agreement,  except
               to the extent that any such  Indemnified  Loss is the result of
               the  negligence,  gross  negligence  or willful misconduct  of
               any GS  officer  or  employee.  Client  shall  have the  right,
               upon  notice to GS, but not the obligation,  to assume the
               defense of any action  under the  Agreement.  GS hereby  agrees
               to notify the Client promptly  of any claim or cause of action
               against GS  arising  out,  relating  to, or in  connection  with
               the Services  provided by GS under this  Agreement.  The
               obligations  set forth in this  paragraph  shall  survive
               termination of this Agreement.

           E.  LATE PAYMENT
               Unless  otherwise  provided  elsewhere  herein,  all invoices
               shall be due and paid by the Client within thirty(30) days after
               the date of  invoice.  Any  payments  which are not  received by
               GS within that time will incur interest at the rate of one
               percent (1%) per month or at the legally  permissible  interest
               rate,  whichever is lower.

           F.  ENTIRE AGREEMENT
               This Agreement  contains the entire agreement  between the
               Parties with respect to the subject matter contained herein and
               may not be amended,  modified and/or waived except in writing
               signed by both Parties. This Agreement shall be binding upon the
               Parties and their respective successors and permitted assigns.

           G.  SEVERABILITY
               The invalidity or  unenforceability  of any particular provision
               of this Agreement  shall not affect the other provisions hereof,
               all of which shall remain enforceable in accordance with their
               terms.

           H.  NOTICES
               Any notice or other  communication  to be given by either
               party  hereto to the other party  hereto shall be in
               writing and mailed by certified mail with return  receipt
               requested to the party to be notified at its address
               set forth at the beginning of this Agreement (or at such
               different  address as the party to receive the notice
               so designates by advance written notice to the other party).

<PAGE>
Georgeson Shareholder - New Jersey
Retainer Agreement
Liberty All-Star Growth Fund
August 2, 2001
Page 5

           I.  GOVERNING LAW AND VENUE
               This Agreement  shall be governed and  interpreted by the laws
               of the State of Delaware,  without giving effect to conflict of
               laws, rules or principles,  and shall inure to the benefit of
               and be binding upon the successors and assigns of the  Parties;
               provided  that this  Agreement  may not be assigned by either
               party  without the express written consent of the other party.
               This paragraph shall survive termination of this Agreement.


Georgeson Shareholder                         Liberty All-Star Growth Fund, Inc.
                                              ---------------------------------
                                              Client


- ------------------------------               ----------------------------------
Authorized Signature                         Authorized Signature


- ------------------------------               ----------------------------------
Name                                         Name


- ------------------------------               ----------------------------------
Title                                        Title


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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2K
<SEQUENCE>4
<FILENAME>subagr.txt
<DESCRIPTION>SUBSCRIPTION AGENT AGREEMENT
<TEXT>
                         FORM OF SUBSCRIPTION AGENT AGREEMENT (Company)

     This  Subscription  Agent Agreement (the "Agreement") is made as of
August 2, 2001 between Liberty  All-Star Growth Fund, Inc.(the "Company") and
EquiServe Trust Company, N.A. as subscription agent (the "Agent").  All terms
not defined herein shall have the meaning given in the prospectus (the
"Prospectus")  with respect to the (Registration  Statement on Form N-2
(File No.) filed by the Company with the  Securities  and Exchange  Commission
on _June 27, 2001,  as amended by any amendment filed with respect thereto
(the "Registration Statement").

     WHEREAS,  the  Company  proposes  to make a  subscription  offer by issuing
certificates or other evidences of subscription  rights,  in the form designated
by the  Company  (the  "Subscription  Certificates")  to holders of record  (the
"Shareholders") of its Common Stock, par value $0.10 per share ("Common Stock"),
as of a record date  specified by the Company (the "Record  Date"),  pursuant to
which each  Shareholder will have certain rights (the "Rights") to subscribe for
shares of Common Stock,  as described in and upon such terms as are set forth in
the  Prospectus,  a final  copy of which  has been or,  upon  availability  will
promptly be, delivered to the Agent; and

     WHEREAS,  the Company wishes the Agent to perform certain acts on behalf of
the  Company,  and the  Agent  is  willing  to so act,  in  connection  with the
distribution of the  Subscription  Certificates and the issuance and exercise of
the Rights to subscribe therein set forth, all upon the terms and conditions set
forth herein.

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

     1.   Appointment.   The  Company  hereby  appoints  the  Agent  to  act  as
subscription   agent  in  connection  with  the   distribution  of  Subscription
Certificates  and the issuance and exercise of the Rights in accordance with the
terms set forth in this Agreement and the Agent hereby accepts such appointment.

     2.   Form and Execution of Subscription Certificates.

     (a)   Each    Subscription    Certificate    shall   be   irrevocable   and
non-transferable.  The Agent  shall,  in its  capacity as Transfer  Agent of the
Company,  maintain a register of  Subscription  Certificates  and the holders of
record  thereof  (each of whom  shall be deemed a  "Shareholder"  hereunder  for
purposes of  determining  the rights of holders of  Subscription  Certificates).
Each Subscription  Certificate shall, subject to the provisions thereof, entitle
the Shareholder in whose name it is recorded to the following:  (1) With respect
to Record Date  Shareholders  only, the right to acquire during the Subscription
Period, as defined in the Prospectus,  at the Subscription  Price, as defined in
the Prospectus,  a number of shares of Common Stock equal to one share of Common
Stock for every eight Rights (the "Primary Subscription Right"); and

     (2) With respect to Record Date  Shareholders  only, the right to subscribe
for  additional  shares of Common  Stock,  subject to the  availability  of such
shares and to the allotment of such shares as may be available among Record Date
Shareholders who exercise Over-Subscription Rights on the basis specified in the
Prospectus;  provided,  however, that such Record Date Shareholder has exercised
all Primary  Subscription  Rights  issued to him or her (the  "Over-Subscription
Privilege").

      3. Rights and Issuance of Subscription Certificates.

     (a)  Each  Subscription  Certificate  shall  evidence  the  Rights  of  the
Shareholder therein named to purchase Common Stock upon the terms and conditions
therein and herein set forth.

     (b) Upon the  written  advice  of the  Company,  signed  by any of its duly
authorized  officers (listed in paragraph 12a), as to the Record Date, the Agent
shall,  from a list of the  Company  Shareholders  as of the  Record  Date to be
prepared by the Agent in its capacity as Transfer Agent of the Company,  prepare
and record Subscription  Certificates in the names of the Shareholders,  setting
forth  the  number  of  Rights  to  subscribe  for the  Company's  Common  Stock
calculated  on the basis of one Right for _1_ share of Common Stock  recorded on
the books in the name of each such Shareholder as of the Record Date. The number
of Rights that are issued to Record Date  Shareholders  will be rounded down, by
the Agent, to the nearest number of Full Rights as Fractional Rights will not be
issued.  Each Subscription  Certificate shall be dated as of the Record Date and
shall be  executed  manually  or by  facsimile  signature  of a duly  authorized
officer of the Subscription Agent. Upon the written advice, signed as aforesaid,
as to the effective date of the Registration Statement, the Agent shall promptly
countersign and deliver the Subscription  Certificates,  together with a copy of
the Prospectus,  instruction  letter and any other document as the Company deems
necessary  or  appropriate,  to all  Shareholders  with record  addresses in the
United States  (including its  territories  and  possessions and the District of
Columbia).  Delivery  shall be by first  class  mail  (without  registration  or
insurance),  except for those  Shareholders  having a registered address outside
the United States (who will only receive copies of the  Prospectus,  instruction
letter and other  documents as the Company deems  necessary or  appropriate,  if
any),  delivery shall be by air mail (without  registration or insurance) and by
first class mail  (without  registration  or  insurance)  to those  Shareholders
having APO or FPO addresses. No Subscription  Certificate shall be valid for any
purpose unless so executed.

     (c) The Agent will mail a copy of the  Prospectus,  instruction  letter,  a
special  notice  and  other   documents  as  the  Company  deems   necessary  or
appropriate,   if  any,  but  not  Subscription   Certificates  to  Record  Date
Shareholders whose record addresses are outside the United States (including its
territories and possessions and the District of Columbia ) ("Foreign Record Date
Shareholders").  The Rights to which such Subscription  Certificates relate will
be held by the Agent for such Foreign Record Date  Shareholders'  accounts until
instructions are received to exercise the Rights.

      4. Exercise.

     (a) Record Date  Shareholders may acquire shares of Common Stock on Primary
Subscription and pursuant to the Over-Subscription  Privilege by delivery to the
Agent as specified in the Prospectus of (i) the  Subscription  Certificate  with
respect  thereto,  duly executed by such  Shareholder in accordance  with and as
provided by the terms and conditions of the Subscription  Certificate,  together
with (ii) the estimated purchase price, as disclosed in the Prospectus, for each
share of Common  Stock  subscribed  for by  exercise of such  Rights,  including
shares of Common  Stock  subscribed  for on  exercise  of the  Over-Subscription
Privilege, in U.S. dollars by money order or check drawn on a bank in the United
States, in each case payable to the order of the Company or the Agent.

     (b) Rights may be  exercised  at any time after the date of issuance of the
Subscription  Certificates  with respect thereto but no later than 5:00 P.M. New
York time on such date as the Company  shall  designate  to the Agent in writing
(the "Expiration Date"). For the purpose of determining the time of the exercise
of any Rights,  delivery  of any  material to the Agent shall be deemed to occur
when such  materials are received at the  Shareholder  Services  Division of the
Agent specified in the Prospectus.

     (c)  Notwithstanding  the  provisions  of Section 4 (a) and 4 (b) regarding
delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M.
New York time on the Expiration Date, if prior to such time the Agent receives a
Notice of Guaranteed Delivery by facsimile  (telecopy) or otherwise from a bank,
a trust company or a New York Stock Exchange member guaranteeing delivery of (i)
payment of the full Subscription Price for the shares of Common Stock subscribed
for on Primary Subscription and any additional shares of Common Stock subscribed
for pursuant to the Over-Subscription  Privilege,  and (ii) a properly completed
and  executed   Subscription   Certificate,   then  such   exercise  of  Primary
Subscription  Rights and  Over-Subscription  Rights shall be regarded as timely,
subject,  however, to receipt of the duly executed Subscription  Certificate and
full payment for the Common Stock by the Agent  within three  Business  Days (as
defined below) after the Expiration Date (the "Protect Period") and full payment
for their Common Stock within ten Business Days after the Confirmation  Date (as
defined in Section 4(d)). For the purposes of the Prospectus and this Agreement,
"Business  Day" shall mean any day on which trading is conducted on the New York
Stock Exchange.

     (d) The Company will  determine the  Subscription  Price by taking _95_% of
the lower if (I) the last  reported sale prices of shares of Common Stock on the
New York Stock Exchange on the First Business Day following the Expiration Date
(the "Pricing  Date") or (II) the net asset value of a share of Common Stock on
the Pricing  Date. As soon as  practicable  after the Pricing Date (the "Confirm
Date") the Agent  shall send to each  exercising  shareholder  (or, if shares of
Common  Stock on the Record Date are held by Cede & Co. or any other  depository
or nominee,  to Cede & Co. or such other  depository or nominee) a  confirmation
showing the number of shares of Common  Stock  acquired  pursuant to the Primary
Subscription, and, if applicable, the Over-Subscription Privilege, the per share
and total purchase price for such shares,  and any additional  amount payable to
the Company by such  shareholder  or any excess to be refunded by the Company to
such shareholder in the form of a check and stub, along with a letter explaining
the  allocation  of shares of Common  Stock  pursuant  to the  Over-Subscription
Privilege.

     (e) Any additional  payment required from a shareholder must be received by
the Agent within ten Business  Days after the  Confirmation  Date and any excess
payment to be  refunded by the  Company to a  shareholder  will be mailed by the
Agent within ten Business  Days after the  Confirmation  Date.  If a shareholder
does not make timely  payment of any additional  amounts due in accordance  with
Section 4(d), the Agent will consult with the Company in accordance with Section
5 as to the appropriate  action to be taken. The Agent will not issue or deliver
certificates for shares  subscribed for until payment in full therefore has been
received,  including  collection  of checks and  payment  pursuant to notices of
guaranteed delivery.

     5. Validity of Subscriptions. Irregular subscriptions not otherwise covered
by specific  instructions herein shall be submitted to an appropriate officer of
the  Company  and  handled  in  accordance  with his or her  instructions.  Such
instructions will be documented by the Agent indicating the instructing  officer
and the date thereof.

     6.  Over-Subscription.  If, after  allocation  of shares of Common Stock to
Record Date Shareholders,  there remain unexercised Rights, then the Agent shall
allot  the  shares  issuable  upon  exercise  of such  unexercised  Rights  (the
"Remaining  Shares") to 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. Shares subscribed for pursuant to the
Over-Subscription   Privilege   will  be   allocated  in  the  amounts  of  such
over-subscriptions.  If the  number  of shares  for which the  Over-Subscription
Privilege  has been  exercised is greater than the Remaining  Shares,  the Agent
shall  allocate  the  Remaining  Shares to Record Date  Shareholders  exercising
Over-Subscription  Privilege based on the number of Rights issued to them by the
Company. The percentage of Remaining Shares each  over-subscribing  Record Date
Shareholder  may  acquire  will be rounded  down to result in  delivery of whole
shares of Common Stock. The Agent shall advise the Company  immediately upon the
completion  of the  allocation  set forth above as to the total number of shares
subscribed and distributable.

     7.  Delivery  of  Certificates.  The Agent will  deliver  (i)  certificates
representing  those  shares of Common  Stock  purchased  pursuant to exercise of
Primary  Subscription  Rights as soon as  practicable  after  the  corresponding
Rights have been  validly  exercised  and full  payment for such shares has been
received and cleared and (ii) certificates  representing  those shares purchased
pursuant  to  the  exercise  of  the  Over-Subscription  Privilege  as  soon  as
practicable  after  the  Expiration  Date and after  all  allocations  have been
effected.

      8. Holding Proceeds of Rights Offering

     (a) All proceeds  received by the Agent from Shareholders in respect of the
exercise of Rights shall be held by the Agent,  on behalf of the  Company,  in a
segregated interest-bearing account (the "Account"). Interest shall accrue at
 85% of Fed Funds  Rate to the Company  on funds  held in the  Account  pending
disbursement in the manner described in Section 4(e) above.

     (b) The Agent  shall  deliver  all  proceeds  received  in  respect  of the
exercise of Rights to the Company as  promptly as  practicable,  but in no event
later than ten business days after the Confirmation Date.

      9. Reports.

     (a) Daily, during the period commencing on August 10, 2001, until
termination of the  Subscription  Period,  the Agent will report by  telephone
or  telecopier, confirmed  by letter,  to an  Officer  (as defined in
paragraph 12(a)) of the  Company,  data  regarding  Rights exercised,  the
total  number of shares of   Common  Stock  subscribed  for,  and payments
received therefor, bringing  forward the figures from the previous day's
report  in each  case so as to  show the  cumulative  totals  and any such
other information as may be reasonably requested by the Company.

     10. Loss or Mutilation.  If any Subscription  Certificate is lost,  stolen,
mutilated or  destroyed,  the Agent may, on such terms which will  indemnify and
protect the Company and the Agent as the Agent may in its reasonable  discretion
impose (which shall, in the case of a mutilated Subscription Certificate include
the surrender and cancellation thereof), issue a new Subscription Certificate of
like  denomination in  substitution  for the  Subscription  Certificate so lost,
stolen, mutilated or destroyed.

     11.  Compensation  for  Services.  The  Company  agrees to pay to the Agent
compensation for its services as such in accordance with its Fee Schedule to act
as Agent,  dated August 2, 2001  and  attached  hereto as  Exhibit  A. The
Company  further  agrees  that it will  reimburse  the Agent for its  reasonable
out-of-pocket expenses incurred in the performance of its duties hereunder.

     12. Instructions and  Indemnification.  The Agent undertakes the duties and
obligations imposed by this Agreement upon the following terms and conditions:

     (a) The Agent shall be entitled to rely upon any written instructions or
 directions furnished to it by an appropriate officer (President,
Vice-President, Secretary, Assistant Secretary or Treasurer) of the Company,
whether in conformity with the provisions  of  this  Agreement  or
constituting  a  modification  hereof  or a supplement hereto. Without limiting
the generality of the foregoing or any other provision of this Agreement, the
Agent, in connection with its duties hereunder, shall  not be under any duty or
obligation  to  inquire  into the  validity  or invalidity or authority or
lack thereof of any  instruction or direction from an officer of the Company
which  conforms to the  applicable  requirements  of this Agreement and which
the Agent reasonably believes to be genuine and shall not be
liable  for  any  delays,  errors  or  loss  of  data  occurring  by  reason  of
circumstances beyond the Agent's control.

     (b) The Company will  indemnify  the Agent and hold it harmless  from,  all
liability  and expense which arise out of or are attributable  to the  services
described in this Agreement or the  instructions or directions  furnished to the
Agent  relating to this  Agreement  by an  appropriate  officer of the  Company,
except for any liability or expense which shall arise out of the negligence, bad
faith or willful misconduct of the Agent or such nominees.

     13. Changes in Subscription Certificate. The Agent may, without the consent
or concurrence of the Shareholders in whose names Subscription  Certificates are
registered,  by supplemental agreement or otherwise,  concur with the Company in
making any changes or corrections in a  Subscription  Certificate  that it shall
have been advised by counsel (who may be counsel for the Company) is appropriate
to cure any ambiguity or to correct any defective or  inconsistent  provision or
clerical omission or mistake or manifest error therein or herein contained,  and
which  shall  not  be  inconsistent  with  the  provision  of  the  Subscription
Certificate  or  Prospectus  except  insofar  as  any  such  change  may  confer
additional rights upon the Shareholders.

14.      Assignment, Delegation.

     (a) Except as provided in Section 14(c) below,  neither this  Agreement nor
any rights or obligations hereunder may be assigned or delegated by either party
without the prior written consent of the other party.

     (b) All the convenants and provisions of this Agreement  shall inure to the
benefit  of and be  binding  upon the  parties  and their  respective  permitted
successors  and  assigns.  Nothing in this  Agreement  is  intended  or shall be
construed  to confer  upon any other  person  any  right,  remedy or claim or to
impose upon any other person any duty, liability or obligation.

     (c) The Agent may, without further consent on the part of the Company,  (i)
subcontract for the  performance  hereof with EquiServe  Limited  Partnership or
(ii)  subcontract  with  other  subcontractors  for  systems,   processing,  and
telephone and mailing  services as may be required from time to time;  provided,
however,  that the Agent  shall be as fully  responsible  to the Company for the
acts and omissions of any subcontractor as it is for its own acts and omissions.


     15.  Governing Law. The validity,  interpretation  and  performance of this
Agreement shall be governed by the law of the Commonwealth of Massachusetts.


     16.  Third Party  Beneficiaries.  This  Agreement  does not  constitute  an
agreement for a partnership or joint venture  between the Agent and the Company.
Neither party shall make any commitments  with third parties that are binding on
the other party without the other party's prior written consent.

     17.  Force  Majeure.  In the event  either  party is unable to perform  its
obligations  under the terms of this Agreement  because of acts of God, strikes,
equipment or transmission  failure or damage reasonably  beyond its control,  or
other cause reasonably  beyond its control,  such party shall not be liabile for
damages to the other for any damages  resulting  from such failure to perform or
otherwise from such causes.  Performance  under this Agreement shall resume when
the  affected  party or parties are able to perform  substantially  that party's
duties.

     18. Consequential Damages.  Neither party to this Agreement shall be liable
to the other  party  for any  consequential,  indirect,  special  or  incidental
damages  under  any  provisions  of this  Agreement  or for  any  consequential,
indirect,  special or incidential  damages  arising out of any act or failure to
act  hereunder  even if that  party  has been  advised  of or has  foreseen  the
possibility of such damages.

     19. Severability. If any provision of this Agreement shall be held invalid,
unlawful, or unenforceable,  the valididty,  legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired.

     20.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall be considered one and the same agreement.

     21.  Captions.  The captions and  descriptive  headings  herein are for the
convenience of the parties only. They do not in any way modify,  amplify,  alter
or give full notice of the provisions hereof.


     22.  Confidentiality.  The  Agent and the  Company  agree  that all  books,
records, informtion and data pertaining to the business of the other party which
are  exchanged or received  pursuant to the  negotiation  or the carrying out of
this  Agreement  including  the  fees for  services  set  forth in the  attached
schedule shall remain  confidential,  and shall not be voluntarily  disclosed to
any other person, except as may be required by law.  The Agent shall not
disclose or use any nonpublic personal  information (as
that term is defined in SEC  Regulation  S-P  promulgated  under  Title V of the
Gramm-Leach-Bliley  Act of 1999) relating to the customers of the Company and/or
its affiliates ("Customer  Information") except as may be necessary to carry out
the purposes of this  Agreement,  including use under  ss.248.14 (the processing
and  servicing   exception)  or  ss.248.15  (the  miscellaneous   exception)  of
Regulation S-P in the ordinary  course of business to carry out those  purposes.
The Agent shall use best efforts to safeguard  and maintain the  confidentiality
of such Customer Information,  and to limit access to and usage of such Customer
Information to those  employees,  officers,  agents and  representatives  of the
Agent  who  have a need to know  the  information  or as  necessary  to  provide
products or services under this  Agreement.  The  obligations  contained in this
paragraph shall survive the termination of this Agreement.



     23.  Term.  This  Agreement  shall  remain in effect  until  terminated
upon 30 days' written notice by either party to the other.  Upon  termination of
the  Agreement,  the Agent shall retain all canceled  Certificates  and
related documentation as required by applicable law.


     24. Merger of Agreement.  This Agreement  constitutes the entire  agreement
between the parties hereto and supercedes any prior agreement with respect to
the subject matter hereof whether oral or written.


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed by their respective officers,  hereunto duly authorized,  as of the day
and year first above written.



EQUISERVE TRUST COMPANY, N.A.                 LIBERTY ALL-STAR GROWTH FUND, INC.


______________________________________          _______________________________
Signature                                       Signature

______________________________________          _______________________________
Title                                           Title

______________________________________          _______________________________
Date                                            Date

<PAGE>
[LOGO] EQUISERVE
                                  EQUISERVE TRUST COMPANY, N.A.
                                           PROPOSAL
                                        to serve as
                                  SUBSCRIPTION AGENT FOR
                       LIBERTY ALL-STAR GROWTH FUND'S RIGHTS OFFERING

A.       FEES FOR SERVICES *

         ========================= ============================================

              $      12,500.00        Project Management Fee

              $           2.00        Per subscription form issued and mailed

              $           9.50        Per subscription form processed
                                      (registered and beneficial)

              $          15.00        Per defective subscription form received

              $          15.00        Per notice of guaranteed delivery received

              $           2.00        Per broker split certificate issued

              $           3.00        Per sale of right (if applicable)

              $           4.50        Per invoice mailed  (if applicable)

              $           1.75        Per refund check issued and mailed
                                      (if applicable)

              $           5.00        Per solicitation check processed and
                                      mailed (if applicable)


              $          15.00        Per withdrawal of subscription certificate
                                      (if applicable)

              $          50.00        Per wire (if applicable)


              $       1,500.00        New York window fee for Midnight
                                      expiration(if applicable)

              $         3,000.00      Per offer extension

              $         5,000.00      Minimum charge should the project be
                                      canceled for any reason prior to
                                      the mailing of the subscription form
         ========================= ============================================

*Excludes out-of-pocket expenses as described in Section C, "Items Not Covered"

B.       SERVICES COVERED

             .        Designating an operational team to carry out Subscription
                      Agent duties, including document review and execution of
                      legal agreement, review of subscription form and
                      communication materials, project management, and on-going
                      project updates and reporting
             .        Calculating Rights to be distributed to each shareholder
                      and printing shareholder information on the subscription
                      form
             .        Issuing and mailing subscription forms to registered
                      shareholders
                      Tracking and reporting the number of exercises made,
                      as required
             .        Processing Rights received and exercised
             .        Deposit participant checks daily and forward all
                      participant funds to Liberty All-Star Growth Fund, Inc.
                      at the end of the offering period
             .        Providing receipt summation of checks received

<PAGE>
             .        Affixing legends to appropriate stock certificates, where
                      applicable
             .        Issuing and mailing stock certificates and/or checks
             .        Interfacing with the Information Agent
             .        Calculating, issuing and mailing of proration and/or
                      over-subscription checks if applicable
             .        Calculating, issuing, mailing  and collection of invoices
                      if applicable
             .        Calculating, issuing and mailing of solicitation checks
                      if applicable


C.       ITEMS NOT COVERED

             .        Items not specified in the "Services Covered" section set
                      forth in this Agreement, including any services associated
                      with new duties, legislation or regulatory fiat which
                      become effective after the date of this Agreement (these
                      will be provided on an appraisal basis)
             .        All out-of-pocket expenses such as telephone line charges,
                      overprinting, certificates, checks, postage, stationery,
                      wire transfers, and excess material disposal (these will
                      be billed as incurred)
             .        Reasonable legal review fees if referred to outside
                      counsel
             .        Overtime charges assessed in the event of late delivery
                      of material for mailings unless the target mail date is
                      rescheduled

D.       ASSUMPTIONS


             .       Proposal based upon document review and information known
                     at this time about the transaction.

             .       Significant changes made in the terms or requirements of
                     this transaction could require modifications to this
                     proposal

             .       Proposal must be executed prior to the initial mailing

             .       Company responsible for printing of materials (Rights Card,
                     Prospectus and ancillary documents)

             .       Material to be mailed to shareholders must be received no
                     less than five (5) business days prior to the start of the
                     mailing project

             .       Interest shall accrue to the company at 85% of the Federal
                     Funds Rate


E.       PAYMENT FOR SERVICES

          The  Project  Management  Fee  will be  rendered  and  payable  on the
     effective date of the transaction.  An invoice for any  out-of-pockets  and
     per item fees  realized  will be rendered  and payable on a monthly  basis,
     except for  postage  expenses in excess of $5,000.  Funds for such  mailing
     expenses  must be  received  one (1)  business  day prior to the  scheduled
     mailing  date,  provided,  however,  that the Agent shall  provide five (5)
     business days notice of any just amount to be paid.

     EquiServe Trust Company, N.A.           Liberty All-Star Growth Fund, Inc.


         By: ---------------------           By:----------------------------
              Name                               Name

         Title:-------------------           Title:-------------------------


         Date:--------------------           Date:--------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2D
<SEQUENCE>5
<FILENAME>cert.txt
<DESCRIPTION>SUBSCRIPTION CERTIFICATE
<TEXT>
   THIS OFFER EXPIRES AT 5:00 P.M. NEW YORK CITY TIME, ON SEPTEMBER 10, 2001*
                    LIBERTY ALL-STAR GROWTH FUND, INC.
                 TO SUBSCRIBE FOR SHARES OF COMMON STOCK
                    Form of Subscription Certificate

                        Liberty  All-Star Growth Fund, Inc. (the "Fund") issued
to its shareholders of record (the "Record Date Shareholders"),  as of the close
of  business  on August 6, 2001 (the  "Record  Date"),  non-transferable  rights
("Rights") on the basis of one Right for each whole share of Common Stock,  $.10
par value per share,  of the Fund ("Share")  held on the Record Date,  generally
entitling the holders thereof to subscribe for Shares at a rate of one Share for
each eight  Rights  held.  The terms and  conditions  of the  rights  offer (the
"Offer")  are set forth in the Fund's  Prospectus,  dated  August 10,  2001 (the
"Prospectus"),  which is  incorporated  herein by  reference.  The owner of this
Subscription  Certificate  is  entitled  to the  number of Rights  shown on this
Subscription  Certificate  and is entitled to subscribe for the number of Shares
shown on this Subscription Certificate.  Record Date Shareholders who have fully
exercised  their  Rights  pursuant to the Primary  Subscription  are entitled to
subscribe for additional  Shares  pursuant to the  Over-Subscription  Privilege,
subject to certain  limitations  and allotment,  as described in the Prospectus.
Capitalized terms not defined herein have the meanings attributed to them in the
Prospectus.  The Fund  will not offer or sell in  connection  with the Offer any
Shares which are not subscribed for pursuant to the Primary  Subscription or the
Over-Subscription  Privilege.
                              SAMPLE  CALCULATION
           FOR A RECORD DATE SHAREHOLDER WHO OWNS 800 SHARES
- --------------------------------------------------------------------------------
PRIMARY  SUBSCRIPTION  ENTITLEMENT  (1-FOR-8)  No. of Shares owned on the Record
Date 800 x 1 = 800 Rights  (one Right for every  Share) No. of Rights  issued on
the Record Date 800 / 8 = 100 new Shares (if the Rights are fully  exercised in
the Primary Subscription)


- --------------------------------------------------------------------------------
THE RIGHTS ARE NON-TRANSFERABLE The Rights are non-transferable  and, therefore,
may not be  transferred  or sold. The Rights will not be admitted for trading on
the New York Stock Exchange (the "NYSE") or any other stock exchange. The shares
provided to Record Date  Shareholders  who exercise  their Rights will be listed
for trading on the NYSE under the symbol "ASG".

                   ESTIMATED SUBSCRIPTION PRICE The
Estimated  Subscription  Price is $____ per Share.

                   FINAL SUBSCRIPTION PRICE
The Final Subscription Price per Share will be 95% of the lower of:(1) the last
reported  sale price of a Share on the NYSE on September  11, 2001 (the "Pricing
Date");  or (2) the net asset  value of a Share on the Pricing  Date.

                  METHOD OF EXERCISE  OF  RIGHTS
IN ORDER TO  EXERCISE  YOUR  RIGHTS,  YOU MUST  EITHER  (i) COMPLETE AND SIGN
THIS SUBSCRIPTION CERTIFICATE ON THE BACK AND RETURN IT IN THE
ENVELOPE  PROVIDED  TOGETHER  WITH PAYMENT OF AN AMOUNT  EQUAL TO THE  ESTIMATED
SUBSCRIPTION  PRICE  MULTIPLIED BY THE TOTAL NUMBER OF SHARES FOR WHICH YOU HAVE
SUBSCRIBED  (INCLUDING  PURSUANT TO THE  OVER-SUBSCRIPTION  PRIVILEGE),  OR (ii)
PRESENT A PROPERLY  COMPLETED NOTICE OF GUARANTEED  DELIVERY,  IN EITHER CASE TO
THE  SUBSCRIPTION  AGENT,  EQUISERVE,  INC.,  BEFORE 5:00 P.M. NEW YORK
CITY TIME, ON SEPTEMBER  10,  2001,  OR SUCH  LATER  DATE  AS MAY BE
 DETERMINED  BY THE  FUND ("EXPIRATION DATE").

     Full payment of the Estimated  Subscription  Price per Share for all Shares
subscribed   for   pursuant   to  both   the   Primary   Subscription   and  the
Over-Subscription  Privilege must accompany this  Subscription  Certificate  and
must be made payable in United States dollars by money order or check drawn on a
bank or branch located in the United States payable to Liberty  All-Star  Growth
Fund, Inc. No third-party checks will be accepted.  Because uncertified personal
checks may take at least five business  days to clear,  we recommend you pay, or
arrange for payment, by means of certified or cashier's check or money order.
Alternatively,  if a Notice of Guaranteed Delivery is used, a properly completed
and executed  Subscription  Certificate,  and full payment, as described in such
Notice,  must be received by the Subscription Agent no later than 5:00 P.M., New
York City Time, on the third business day after the Expiration  Date,  September
13, 2001, unless the offer is extended by the Fund. For additional  information,
see the Prospectus.

     Certificates  for  the  Shares  acquired   pursuant  to  both  the  Primary
Subscription and the  Over-Subscription  Privilege will be mailed promptly after
the  expiration of the Offer and full payment for the Shares  subscribed for has
been  received and cleared.  Because  shareholders  must only pay the  Estimated
Subscription  Price per Share to exercise  their Rights  pursuant to this Offer,
and the Final  Subscription  Price may be  higher  or lower  than the  Estimated
Subscription Price (and because a shareholder may not receive all the Shares for
which it subscribes pursuant to the Over-Subscription  Privilege),  shareholders
may receive a refund or be required to pay an  additional  amount  equal to: the
difference  between the Estimated  Subscription Price and the Final Subscription
Price,  multiplied by the total number of Shares for which they have  subscribed
and been issued (including  pursuant to the  Over-Subscription  Privilege).  Any
excess payment to be refunded by the Fund to a shareholder will be mailed by the
Subscription  Agent to such shareholder as promptly as practicable.  No interest
will be paid to  shareholders on such amounts.  Any additional  amounts due from
shareholders  (in the event the Final  Subscription  Price exceeds the Estimated
Subscription  Price) must be received  within eight (8) business  days after the
Confirmation Date, unless the offer is extended by the Fund.
________________
* Unless extended by the Fund

Account #:                                    Control#:
CUSIP #:
Number of Rights Issued:
Maximum Eligible Shares under Primary Subscription:

           PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY

SECTION 1:  OFFERING INSTRUCTIONS (check the appropiate boxes)

IF YOU WISH TO SUBSCRIBE FOR YOUR FULL ENTITLEMENT:

/ / I apply for ALL of my entitlement of new Shares
      pursuant to the Primary Subscription  __________________ X $____= $______
                                           (no. of new Shares)  (per share)*

/ / In addition, I apply for new Shares pursuant to the
      Over-Subscription Privilege**        __________________ X $____= $______
                                           (no. of new Shares)  (per share)*


IF YOU DO NOT WISH TO EXERCISE YOUR RIGHT TO SUBSCRIBE:


/ / I apply for                            __________________ X $____= $______
                                           (no. of new Shares)  (per share)*

                   Amount of check or money order enclosed     $_______________

IF YOU DO NOT WISH TO EXERCISE YOUR RIGHT TO SUBSCRIBE:
Please disregard this mailing.
- -------------------------------------------------------------------------------

     SECTION 2: SUBSCRIPTION  AUTHORIZATION:  I acknowledge that I have received
the Prospectus for this Offer and I hereby irrevocably  subscribe for the number
of  Shares  indicated  above  on  the  terms  and  conditions  specified  in the
Prospectus  relating  to the  Primary  Subscription  and  the  Over-Subscription
Privilege.  I understand and agree that I will be obligated to pay an additional
amount to the Fund if the  Subscription  Price as determined  on the  Expiration
Date is in excess of the $______ Estimated Subscription Price per Share.

     I hereby  agree  that if I fail to pay in full for the  Shares  for which I
have  subscribed,  the Fund may  exercise  any of the  remedies set forth in the
Prospectus.

  Signature of Subscriber(s)
 ______________________________________________________________________________
(and address if different than that listed on this Subscription  Certificate***)
________________________________________________________________________________

________________________________________________________________________________

    Telephone number (including area code) _____________________________________

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

     * $____ per share is an estimated price only. The Final  Subscription Price
will be determined on the Pricing Date and could be higher or lower depending on
any  changes in the net asset value and market  price of the Shares.

    ** You can participate in the  Over-Subscription  Privilege only if you
have subscribed for your full entitlement of new shares pursuant to the PrimarY
Subscription.
*** If you wish to have your Shares and refund  check (if any)  delivered to an
address other  than that  listed  on this  Subscription  Certificate  you must
have your signature  guaranteed.  Appropriate  signature  guarantors  include:
banks  and savings  associations,  credit  unions,  member  firms of a national
securities exchange, municipal securities dealers and government securities
dealers. Please provide the delivery address above and note if it is a permanent
change

                  Please complete all applicable information and return to:
                                    EQUISERVE, INC.
- -------------------- ---------------------------- -----------------------------
By First Class Mail            By Hand            By Express Mail or Overnight
                                                            Courier
- -------------------- ---------------------------- ------------------------------
- -------------------- ---------------------------- ------------------------------
EquiServe                   Securities Transfer &         EquiServe
Attn: Corporate Actions     Reporting Services, Inc.      Attn:Corporate Actions
P.O. Box 43025              100 Williams Street Galleria  40 Campanelli Drive
Providence, RI 02940-3025   New York, NY 10038            Braintree, MA 02184
U.S.A.                      U.S.A.                        U.S.A.
- -------------------------  ------------------------------ ----------------------

     DELIVERY OF THIS SUBSCRIPTION CERTIFICATE TO AN ADDRESS OTHER THAN AS
              SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

   Any questions regarding this Subscription Certificate and the Offer may be
directed to the Information Agent, Georgeson Shareholder Communications Inc.,
toll free at (888)420-8683.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2B
<SEQUENCE>7
<FILENAME>bylaws.txt
<DESCRIPTION>BY-LAWS, AS AMENDED
<TEXT>
               Amended October 27, 1999: Article III, Section 1,
                       Appointment of Assistant Officers

                Amended June 20, 2001: Article III, Section 12,
                    Controller and Chief Accounting Officer


                                    Restated
                                   BY-LAWS OF

                       LIBERTY ALL-STAR GROWTH FUND, INC.

                             A Maryland Corporation

                        As amended through April 23, 1998

                                    ARTICLE I

                                  STOCKHOLDERS


         SECTION 1. Annual Meetings. The annual meeting of the stockholders of
Liberty All-Star Growth Fund, Inc. (formerly "The Charles Allmon Trust, Inc.")
(the "Corporation") shall be held on a date fixed from time to time by the Board
of Directors within the thirty-one (31) day period ending four (4) months after
the end of the Corporation's fiscal year. An annual meeting may be held at any
place in or out of the State of Maryland as may be determined by the Board of
Directors as shall be designated in the notice of the meeting and at the time
specified by the Board of Directors. Any business of the Corporation may be
transacted at an annual meeting without being specifically designated in the
notice unless otherwise provided by statute, the Corporation's Charter or these
By-Laws.

         SECTION 2. Special Meetings. Special meetings of the stockholders of
any purpose or purposes, unless otherwise prescribed by statute or by the
Corporation's Charter, may be held at any place within the United States, and
may be called at any time by the Board of Directors, by the Chairman of the
Board or by the President, and shall be called by the Chairman of the Board or
President or Secretary at the request in writing of a majority of the Board of
Directors or at the request in writing of stockholders entitled to cast at least
twenty-five (25) percent of the votes entitled to be cast at the meeting upon
payment by such stockholders to the Corporation of the reasonably estimated cost
of preparing and mailing a notice of a meeting (which estimated cost shall be
provided to such stockholders by the Secretary of the Corporation).
Notwithstanding the foregoing, unless requested by stockholders entitled to cast
a majority of the votes entitled to be cast at the meeting, a special meeting of
the stockholders need not be called at the request of stockholders to consider
any matter that is substantially the same as a matter voted on at any special
meeting of the stockholders held during the preceding twelve (12) months. A
written request shall state the purpose or purposes of the proposed meeting.

         SECTION 3. Notice of Meetings. Written or printed notice of the purpose
or purposes and of the time and place of every meeting of the stockholders shall
be given by the Secretary of the Corporation to each stockholder of record
entitled to vote at the meeting, by placing the notice in the mail at least ten
(10) days, but not more than ninety (90) days, prior to the date designated for
the meeting addressed to each stockholder at the address appearing on the books
of the Corporation or supplied by the stockholder to the Corporation for the
purpose of notice. The notice of any meeting of stockholders may be accompanied
by a form of proxy approved by the Board of Directors in favor of the actions or
persons as the Board of Directors may select. Notice of any meeting of
stockholders shall be deemed waived by any stockholder who attends the meeting
in person or by proxy, who before or after the meeting submits a signed waiver
of notice that is filed with the records of the meeting.

         SECTION 4. Quorum. Except as otherwise provided by statute or by the
Corporation's Charter, the presence in person or by proxy of stockholders of the
Corporation entitled to cast at least a majority of the votes entitled to be
cast shall constitute a quorum at each meeting of the stockholders and all
questions shall be decided by majority vote of the shares so represented in
person or by proxy at the meeting and entitled to vote. In the absence of a
quorum, the stockholders present in person or by proxy at the meeting, by
majority vote and without notice other than by announcement at the meeting, may
adjourn the meeting from time to time as provided in Section 5 of this Article I
until a quorum shall attend. The stockholders present at any duly organized
meeting may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders to leave less than a quorum. The absence from
any meeting in person or by proxy of holders of the number of shares of stock of
the Corporation in excess of a majority that may be required by the laws of the
State of Maryland, the Investment Company Act of 1940, or other applicable
statute, the Corporation's Articles of Incorporation or these By-Laws, for
action upon any given matter shall not prevent action at the meeting on any
other matter or matters that may properly come before the meeting, so long as
there are present, in person or by proxy, holders of the number of shares of
stock of the Corporation required for action upon the other matter or matters.

         SECTION 5. Adjournment. Any meeting of the stockholders may be
adjourned from time to time, without notice other than by announcement at the
meeting at which the adjournment is taken. At any adjourned meeting at which a
quorum shall be present any action may be taken that could have been taken at
the meeting originally called. A meeting of the stockholders may not be
adjourned to a date more than one-hundred-twenty (120) days after the original
record date.

         SECTION 6. Organization. At every meeting of the stockholders, the
Chairman of the Board, or in his absence or inability to act, the President, or
in his absence or inability to act, a Vice President, or in the absence or
inability to act of the Chairman of the Board, the President and all the Vice
Presidents, a chairman chosen by the stockholders, shall act as chairman of the
meeting. The Secretary, or in the absence or inability to act, a person
appointed by the chairman of the meeting, shall act as secretary of the meeting
and keep the minutes of the meeting.

         SECTION 7. Order of Business. The order of business at all meetings of
the stockholders shall be as determined by the chairman of the meeting.

         SECTION 8. Voting. Except as otherwise provided by statute or the
Corporation's Charter, each holder of record of shares of stock of the
Corporation having voting power shall be entitled at each meeting of the
stockholders to one (1) vote for every share of stock standing in his name on
the records of the Corporation as of the record date determined pursuant to
Section 9 of this Article I.

         Each stockholder entitled to vote at any meeting of stockholders may
authorize another person or persons to act from him by a proxy signed by the
stockholder or his attorney-in-fact. The placing of a shareholder's name on a
proxy pursuant to telephonic or electronically transmitted instructions obtained
pursuant to procedures reasonably designed to verify that such instructions have
been authorized by such shareholder shall constitute execution or signature of
such proxy by or on behalf of such shareholder. No proxy shall be valid after
the expiration of eleven (11) months from the date thereof, unless otherwise
provided in the proxy. Every proxy shall be revocable at the pleasure of the
stockholder executing it, except in those cases in which the proxy states that
it is irrevocable and in which an irrevocable proxy is permitted by law.

         SECTION 9. Fixing of Record Date for Determining Stockholders Entitled
to Vote at Meeting. The Board of Directors may set a record date for the purpose
of determining stockholders entitled to vote at any meeting of the stockholders.
The record date for a particular meeting shall be not more than ninety (90) for
fewer than ten (10) days before the date of the meeting. All persons who were
holders of record of shares as of the record date of a meeting, and no others,
shall be entitled to vote at such meeting and any adjournment thereof.

         SECTION 10. Inspectors. The Board of Directors may, in advance of any
meeting of stockholders, appoint one (1) or more inspectors to act at the
meeting or at any adjournment of the meeting. If the inspectors shall not be so
appointed or if any of them shall fail to appear or act, the chairman of the
meeting may appoint inspectors. Each inspector, before entering upon the
discharge of his duties, shall, if required by the chairman of the meeting, take
and sign an oath to execute faithfully the duties of inspector at the meeting
with strict impartiality and according to the best of his ability. The
inspectors shall determine the number of shares outstanding and the voting power
of each share, the number of shares represented at the meeting, the existence of
a quorum and the validity and effect of proxies, and shall receive votes,
ballots or consents, hear and determine all challenges and questions arising in
connection with the right to vote, count and tabulate all votes, ballots or
consents, determine the result, and do those acts as are proper to conduct the
election or vote with fairness to all stockholders. On request of the chairman
of the meeting or any stockholder entitled to vote at the meeting, the
inspectors shall make a report in writing of any challenge, request or matter
determined by them and shall execute a certificate of any fact found by them. No
director or candidate for the office of director shall act as inspector of an
election of directors. Inspectors need not be stockholders of the Corporation.

         SECTION 11. Consent of Stockholders in Lieu of Meeting. Except as
otherwise provided by statute or the Corporation's Charter, any action required
to be taken at any annual or special meeting of stockholders, or any action that
may be taken at any annual or special meeting of the stockholders, may be taken
without a meeting, without prior notice and without a vote, if the following are
filed with the records of stockholders' meetings: (a) an unanimous written
consent that sets for the action and is signed by each stockholder entitled to
vote on the matter and (b) a written waiver of any right to dissent signed by
each stockholder entitled to notice of the meeting but not entitled to vote at
the meeting.

                                   ARTICLE II

                               BOARD OF DIRECTORS

         SECTION 1. General Powers. Except as otherwise provided in the
Corporation's Charter, the business and affairs of the Corporation shall be
managed under the direction of the Board of Directors. All powers of the
Corporation may be exercised by or under authority of the Board of Directors
except as conferred on or reserved to the stockholders by law, by the
Corporation's Charter or by these By-Laws.

         SECTION 2. Number, Election and Term of Directors. The number of
directors shall be fixed from time to time by resolution of the Board of
Directors adopted by a majority of the directors then in office; provided,
however, that the number of directors shall in no event be fewer than three (3)
nor more then nine (9). The Board of Directors shall be divided into three
classes. Within the limits above specified, the number of directors in each
class shall be determined by resolution of the Board of Directors or by the
stockholders at the annual meeting thereof. The term of office of the first
class shall expire on the date of the first annual meeting of stockholders. The
term of office of the second class shall expire one year thereafter. The term of
office of the third class shall expire two years thereafter. Upon expiration of
the term of office in each class as set forth above, the number of directors in
such class, as determined by the Board of Directors, shall be elected for a term
of three years to succeed the directors whose terms of office expire. The
directors shall be elected at the annual meeting of the stockholders, except as
provided in Section 5 of this Article, and each director elected shall hold
office until his successor shall have been elected and shall have qualified, or
until his death, or until he shall have resigned or have been removed as
provided in these By-Laws, or as otherwise provided by statute or the
Corporation's Charter. Any vacancy created by an increase in directors may be
filled in accordance with Section 5 of this Article II. No reduction in the
number of directors shall have the effect of removing any director from office
prior to the expiration of his term unless the director is specifically removed
pursuant to Section 4 of this Article II at the time of the decrease. A director
need not be a stockholder of the Corporation, a citizen of the United States or
a resident of the State of Maryland.

         SECTION 3. Resignation. A director of the Corporation may resign at any
time by giving written notice of his resignation to the Board of Directors or
the Chairman of the Board or to the President or the Secretary of the
Corporation. Any resignation shall take effect at the time specified in it or,
should the time when it is to become effective not be specified in it,
immediately upon its receipt. Acceptance of a resignation shall not be necessary
to make it effective unless the resignation states otherwise.

         SECTION 4. Removal of Directors. Any director of the Corporation may be
removed by the stockholders with or without cause by a vote of a majority of the
votes entitled to be cast for the election of directors.

         SECTION 5. Vacancies. Subject to the provisions of the Investment
Company Act of 1940, any vacancies in the Board of Directors, whether arising
from death, resignation, removal or any other cause except an increase in the
number of directors, shall be filled by a vote of the majority of the Board of
Directors then in office even though that majority is less than a quorum,
provided that no vacancy or vacancies shall be filled by action of the remaining
directors if, after the filling of the vacancy or vacancies, fewer than
two-thirds of the directors then holding office shall have been elected by the
stockholders of the Corporation. A majority of the entire Board may fill a
vacancy that results from an increase in the number of directors. In the event
that at any time a vacancy exists in any office of a director that may not be
filled by the remaining directors, a special meeting of the stockholders shall
be held as promptly as possible and in any event within sixty (60) days, for the
purpose of filling the vacancy or vacancies. Any director appointed by the Board
of Directors to fill a vacancy shall hold office only until the next annual
meeting of stockholders of the Corporation and until a successor has been
elected and qualifies or until his earlier resignation or removal. Any director
elected by the stockholders to fill a vacancy shall hold office for the balance
of the term of the director whose death, resignation or removal occasioned the
vacancy and until a successor has been elected and qualified or until his
earlier resignation or removal.

         SECTION 6. Place of Meetings. Meetings of the Board may be held at any
place that the Board of Directors may from time to time determine or that is
specified in the notice of the meeting.

         SECTION 7.  Regular Meetings.  Regular meetings of the Board of
Directors may be held without notice at the time and place determined by the
Board of Directors.

         SECTION 8.  Special Meetings.  Special meetings of the Board of
Directors may be called by two (2) or more directors of the Corporation or by
the Chairman of the Board or the President.

         SECTION 9. Annual Meeting. The annual meeting of the newly elected and
other directors shall be held as soon as practicable after the meeting of
stockholders at which the newly elected directors were elected. No notice of
such annual meeting shall be necessary if held immediately after the
adjournment, and at the site, of the meeting of stockholders. If not so held,
notice shall be given as hereinafter provided for special meetings of the Board
of Directors.

         SECTION 10. Notice of Special Meetings. Notice of each special meeting
of the Board of Directors shall be given by the Secretary as hereinafter
provided. Each notice shall state the time and place of the meeting and shall be
delivered to each director, either personally or by telephone or other standard
form of telecommunication, at least twenty-four (24) hours before the time at
which the meeting is to be held, or by first-class mail, postage prepaid,
addressed to the director at his residence or usual place of business, and
mailed at least three (3) days before the day on which the meeting is to be
held.

         SECTION 11. Waiver of Notice of Meetings. Notice of any special meeting
need not be given to any director who shall, either before or after the meeting,
sign a written waiver of notice that is filed with the records of the meeting or
who shall attend the meeting.

         SECTION 12. Quorum and Voting. One-third (1/3), but not fewer than two
(2) of the members of the entire Board of Directors shall be present in person
at any meeting of the Board so as to constitute a quorum for the transaction of
business at the meeting, and except as otherwise expressly required by statute,
the Corporation's Charter, these By-Laws, the Investment Company Act of 1940, or
any other applicable statute, the act of a majority of the directors present at
any meeting at which a quorum is present shall be the act of the Board. In the
absence of a quorum at any meeting of the Board, a majority of the directors
present may adjourn the meeting to another time and place until a quorum shall
be present. Notice of the time and place of any adjourned meeting shall be given
to the directors who were not present at the time of the adjournment and, unless
the time and place were announced at the meeting at which the adjournment was
taken, to the other directors. At any adjourned meeting at which a quorum is
present, any business may be transacted that might have been transacted at the
meeting as originally called.

         SECTION 13. Organization. The Board of Directors may designate a
Chairman of the Board, who shall preside at each meeting of the Board. In the
absence or inability of the Chairman of the Board to act, the President, or, in
his absence or inability to act, another director chosen by a majority of the
directors present, shall act as chairman of the meeting and preside at the
meeting. The Secretary (or, in his absence or inability to act, any person
appointed by the chairman) shall act as secretary of the meeting and keep the
minutes of the meeting.

         SECTION 14. Committees. The Board of Directors may designate one (1) or
more committees of the Board of Directors, each consisting of one (1) or more
directors. To the extent provided in the resolution, and permitted by law, the
committee or committees shall have and may exercise the powers of the Board of
Directors in the management of the business affairs of the Corporation. Any
committee or committees shall have the name or names determined from time to
time by resolution adopted by the Board of Directors. Each committee shall keep
regular minutes of its meetings and provide those minutes to the Board of
Directors when required. The members of a committee present at any meeting,
whether or not they constitute a quorum, may appoint a director to act in the
place of an absent member.

         SECTION 15. Written Consent of Directors in Lieu of a Meeting. Subject
to the provisions of the Investment Company Act of 1940, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee of the Board may be taken without a meeting if all members of the
Board or committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of the Board
or committee.

         SECTION 16. Telephone Conference. Members of the Board of Directors of
any committee of the Board may participate in any Board or committee meeting by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time. Participation by such means shall constitute presence in person at the
meeting.

         SECTION 17. Compensation. Each director shall be entitled to receive
compensation, if any, as may from time to time be fixed by the Board of
Directors, including a fee for each meeting of the Board or any committee
thereof, regular or special, he attends. Directors may also be reimbursed by the
Corporation for all reasonable expenses incurred in traveling to and from the
place of a Board or committee meeting.

                                   ARTICLE III

                         OFFICERS, AGENTS AND EMPLOYEES

         SECTION 1. Number and Qualifications. The officers of the Corporation
shall be a Chairman of the Board, a President, a Treasurer, a Controller and a
Secretary, each of whom shall be elected by the Board of Directors. The Board of
Directors may also appoint any other officers, agents and employees it deems
necessary or proper. Any two (2) or more officers may be held by the same
person, except the office of President, but no officer shall execute,
acknowledge or verify in more than one (1) capacity any instrument required by
law to be executed, acknowledged or verified in more than one capacity. The
Chairman of the Board, the President, the Treasurer, the Controller and the
Secretary shall be elected by the Board of Directors each year at its first
meeting held after the annual meeting of stockholders, each to hold office until
the meeting of the Board following the next annual meeting of the stockholders
and until his or her successor shall have been duly elected and shall have
qualified, or until his or her death, or until he or she shall have resigned or
have been removed, as provided in these By-Laws. Other elected officers are
elected by the Directors. Assistant officers may be appointed by the elected
officers. Such other officers and agents shall have such duties and shall hold
their offices for such terms as may be prescribed by the Board or by the
appointing authority. Any officer other than the Chairman of the Board may be
but none need be, a Director, and any officer may be, but none need be a
stockholder of the Corporation.

         SECTION 2. Resignations. Any officer of the Corporation may resign at
any time by giving written notice of his or her resignation to the Board of
Directors, the Chairman of the Board, the President or the Secretary. Any
resignation shall take effect at the time specified therein or, if the time when
it shall become effective is not specified therein, immediately upon its
receipt. The acceptance of a resignation shall not be necessary to make it
effective unless otherwise stated in the resignation.

         SECTION 3. Removal of Officer, Agent or Employee. Any officer, agent or
employee of the Corporation may be removed by the Board of Directors with or
without cause at any time, and the Board may delegate the power of removal as to
agents and employees not elected or appointed by the Board of Directors.

         SECTION 4. Vacancies. A vacancy in any office, whether arising from
death, resignation, removal or any other cause, may be filled for the unexpired
portion of the term of the office that shall be vacant, in the manner prescribed
in these By-Laws for the regular election or appointment to that office.

         SECTION 5. Compensation. The compensation, if any, of the officers of
the Corporation shall be fixed by the Board of Directors, but this power may be
delegated to any officer with respect to other officers under his control.

         SECTION 6. Bonds or Other Security. If required by the Board, any
officer, agent or employee of the Corporation shall give a bond or other
security for the faithful performance of his or her duties, in an amount and
with any surety or sureties as the Board may require.

         SECTION 7. Chairman of the Board. The Chairman of the Board shall be a
Director of the Corporation and, unless the Board shall specify otherwise, shall
preside at meetings of the Board and of the Stockholders of the Corporation.

         SECTION 8. President. The President shall be the Chief Executive
Officer of the Corporation and shall have, subject to the control of the Board
of Directors, general charge of the business and affairs of the Corporation, and
may employ and discharge employees and agents of the Corporation, except those
elected or appointed by the Board, and he or she may delegate these powers.

         SECTION 9. Vice President. Each Vice President shall have the powers
and perform the duties that the President or the Board of Directors may from
time to time prescribe. In the absence or disability of the President, the Vice
President or, if there be more than one Vice President, any Vice President
designated by the Directors, shall perform all the duties and may exercise any
of the powers of the President, subject to the control of the Board of
Directors.

         SECTION 10. Treasurer. The Treasurer shall be the principal financial
and accounting officer of the Corporation. He or she shall deliver all funds of
the Corporation which may come into his or her hands to any custodian appointed
by or pursuant to authority granted by the Board of Directors. He or she shall
render a statement of condition of the finances of the Corporation to the
Directors as often as they shall require the same, and he or she shall in
general perform all the duties incident to the office of Treasurer and such
other duties as from time to time may be assigned to him or her by the Board of
Directors.

         SECTION 11. Assistant Treasurers. In the absence or disability of the
Treasurer, the Assistant Treasurer, or, if there be more than one, any Assistant
Treasurer designated by the Board of Directors, shall perform all the duties,
and may exercise all the powers, of the Treasurer. The Assistant Treasurers, if
any, shall perform such other duties as from time to time may be assigned to
them by the Treasurer or the Board of Directors.

         SECTION 12. Controller and Chief Accounting Officer. The Controller
shall be the officer of the Corporation primarily responsible for ensuring all
expenditures of the Corporation are reasonable and appropriate. The Controller
shall be responsible for oversight and maintenance of liquidity and leverage
facilities available to the Corporation and shall have such other duties and
powers as may be designated from time to time by the President or the Board.

         The Chief Accounting Officer of the Corporation shall be in charge of
its books and accounting records. The Chief Accounting Officer shall be
responsible for preparation of financial statements of the Corporation and shall
have such other duties and powers as may be designated from time to time by the
President or the Board.

         SECTION 13. Assistant Controllers. In the absence or disability of the
Controller, the Assistant Controller, or, if there be more than one, any
Assistant Controller designated by the Board of Directors, shall perform all of
the duties, and may exercise all of the powers, of the Controller. The Assistant
Controllers, if any, shall perform such other duties as from time to time may be
assigned to them by the Controller or the Board of Directors.

         SECTION 14. Secretary. The Secretary shall keep the minutes of all
meetings of the Directors and of all meetings of the Stockholders of the
Corporation in proper books provided for that purpose; he or she shall have
custody of the seal of the Corporation; he or she shall have charge of the share
transfer books, lists and records unless the same are in the charge of the
Corporation's transfer agent. He or she shall attend to the giving and serving
of all notices by the Corporation in accordance with the provisions of these
By-Laws and as required by law; and subject to these By-Laws, he or she shall in
general perform all duties incident to the office of Secretary and such other
duties as from time to time may be assigned to him or her by the Directors.

         SECTION 15. Assistant Secretaries. In the absence or disability of the
Secretary, the Assistant Secretary, or, if there be more than one, any Assistant
Secretary designated by the Board of Directors, shall perform all of the duties,
and may exercise all of the powers, of the Secretary. The Assistant Secretaries,
if any, shall perform such other duties as from time to time may be assigned to
them by the Secretary or the Board of Directors.

         SECTION 16. Delegation of Duties. In case of the absence or disability
of any officer of the Corporation, or for any other reason that the Board of
Directors may deem sufficient, the Board may confer for the time being the
powers or duties, or any of them, of such officer upon any other officer or upon
any Director.


<PAGE>



                                   ARTICLE IV

                                      STOCK


         SECTION 1. Stock Certificates. Unless otherwise provided by the Board
of Directors and permitted by law, each holder of stock of the Corporation shall
be entitled upon specific written request to such person as may be designated by
the Corporation to have a certificate or certificates, in a form approved by the
Board, representing the number of shares of stock of the Corporation owned by
him; provided, however, that certificates for fractional shares will not be
delivered in any case. The certificates representing shares of stock shall be
signed by or in the name of the Corporation by the Chairman of the Board, the
President or a Vice President and by the Secretary or an Assistant Secretary or
the Treasurer or an Assistant Treasurer and sealed with the seal of the
Corporation. Any or all of the signatures or the seal on the certificate may be
facsimiles. In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before the certificate is
issued, it may be issued by the Corporation with the same effect as if the
officer, transfer agent or registrar was still in office at the date of issue.

         SECTION 2. Stock Ledger. There shall be maintained a stock ledger
containing the name and address of each stockholder and the number of shares of
stock of each class the shareholder holds. The stock ledger may be in written
form or any other form which can be converted within a reasonable time into
written form for visual inspection. The original or a duplicate of the stock
ledger shall be kept at the principal office of the Corporation or at any other
office or agency specified by the Board of Directors.

         SECTION 3. Transfers of Shares. Transfers of shares of stock of the
Corporation shall be made on the stock records of the Corporation only by the
registered holder of the shares, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary or with a transfer
agent or transfer clerk, and on surrender of the certificate or certificates, if
issued, for the shares properly endorsed or accompanied by a duly executed stock
transfer power and the payment of all taxes thereon. Except as otherwise
provided by law, the Corporation shall be entitled to recognize the exclusive
right of a person in whose name any share or shares stand on the record of
stockholders as the owner of the share or shares for all purposes, including,
without limitation, the rights to receive dividends or other distributions and
to vote as the owner, and the Corporation shall not be bound to recognize any
equitable or legal claim to or interest in any such share or shares on the part
of any other person.

         SECTION 4. Regulations. The Board of Directors may authorize the
issuance of uncertificated securities if permitted by law. If stock certificates
are issued, the Board of Directors may make any additional rules and
regulations, not inconsistent with these By-Laws, as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
stock of the Corporation. The Board may appoint, or authorize any officer or
officers to appoint, one or more transfer agents or one or more transfer clerks
and one or more registrars and may require all certificates for shares of stock
to bear the signature or signatures of any of them.

         SECTION 5. Lost, Destroyed or Mutilated Certificates. The holder of any
certificate representing shares of stock of the Corporation shall immediately
notify the Corporation of its loss, destruction or mutilation and the
Corporation may issue a new certificate of stock in the place of any certificate
issued by it that has been alleged to have been lost or destroyed or that shall
have been mutilated. The Board may, in its discretion, require the owner (or his
legal representative) of a lost, destroyed or mutilated certificate: to give the
Corporation a bond in a sum, limited or unlimited, and in a form and with any
surety or sureties, as the Board in its absolute discretion shall determine, to
indemnify the Corporation against any claim that may be made against it on
account of the alleged loss or destruction of any such certificate, or issuance
of a new certificate. Anything herein to the contrary notwithstanding, the Board
of Directors, in its absolute discretion, may refuse to issue any such new
certificate, except pursuant to legal proceedings under the laws of the State of
Maryland.

         SECTION 6. Fixing of Record Date for Dividends, Distributions, etc. The
Board may fix, in advance, a date not more than ninety (90) days preceding the
date fixed for the payment of any dividend or the making of any distribution or
the allotment of rights to subscribe for securities of the Corporation, or for
the delivery of evidences of rights or evidences of interests arising out of any
change, conversion or exchange of common stock or other securities, as the
record date for the determination of the stockholders entitled to receive any
such dividend, distribution, allotment, rights or interest, and in such case
only the stockholders of record at the time so fixed shall be entitled to
receive such dividend, distribution, allotment, rights or interests.

         SECTION 7. Information to Stockholders and Others. Any stockholder of
the Corporation or his agent may inspect and copy during the Corporation's usual
business hours the Corporation's By-Laws, minutes of the proceedings of its
stockholders, annual statements of its affairs and voting trust agreements on
file at its principal office.

                                    ARTICLE V

                                 INDEMNIFICATION

         SECTION 1. Indemnification of Directors and Officers. The Corporation
shall indemnify its directors to the fullest extent that indemnification of
directors is permitted by the Maryland General Corporation Law. The Corporation
shall indemnify its officers to the same extent as its directors and to such
further extent as is consistent with law. The Corporation shall indemnify its
directors and officers who while serving as directors or officers also serve at
the request of the Corporation as a director, officer, partner, trustee,
employee, agent or fiduciary of another corporation, partnership, joint venture,
trust, other enterprise or employee benefit plan to the fullest extent
consistent with law. The indemnification and other rights provided by this
Article shall continue as to a person who has ceased to be a director or officer
and shall inure to the benefit of the heirs, executors and administrators of
such a person. This Article shall not protect any such a person against any
liability to the Corporation or any stockholder thereof to which such person
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office ("disabling conduct").

         SECTION 2. Advances. Any current or former director or officer of the
Corporation claiming indemnification within the scope of this Article V shall be
entitled to advances from the Corporation for payment of the reasonable expenses
incurred by him in connection with proceedings to which he is a party in the
manner and to the fullest extent permissible under the Maryland General
Corporation Law. The person seeking indemnification shall provide to the
Corporation a written affirmation of his good faith belief that the standard of
conduct necessary for indemnification by the Corporation has been met and a
written undertaking to repay any such advance, if it should ultimately be
determined that the standard of conduct has not been met. In addition, at lease
one of the following additional conditions shall be met: (a) the person seeking
indemnification shall provide a security in form and amount acceptable to the
Corporation for his undertaking; (b) the Corporation is insured against losses
arising by reason of the advance; or (c) a majority of a quorum of directors of
the Corporation who are neither "interested persons" as defined in Section
2(a)(19) of the Investment Company Act of 1940 nor parties to the proceeding
("disinterested non-party directors"), or independent legal counsel, in a
written opinion, shall have determined, based in a review of facts readily
available to the Corporation at the time the advance is proposed to be made,
that there is reason to believe that the person seeking indemnification will
ultimately be found to be entitled to indemnification.

         SECTION 3. Procedure. At the request of any person claiming
indemnification under this Article, the Board of Directors shall determine, or
cause to be determined, in a manner consistent with the Maryland General
Corporation Law, whether the standards required by this Article have been met.
Indemnification shall be made only following: (a) a final decision on the merits
by a court or other body before whom the proceeding was brought that the person
to be indemnified was not liable by reason of disabling conduct or (b) in the
absence of such a decision, a reasonable determination, based upon a review of
the facts, that the person to be indemnified was not liable by reason of
disabling conduct, by (i) the vote of a majority of a quorum of disinterested
non-party directors or (ii) an independent legal counsel in a written opinion.

         SECTION 4. Indemnification of Employees and Agents. Employees and
agents who are not officers or directors of the Corporation may be indemnified,
and reasonable expenses may be advanced to such employees or agents, as may be
provided by action of the Board of Directors or by contract subject to any
limitations imposed by the Investment Company Act of 1940.

         SECTION 5. Other Rights. The Board of Directors may make further
provision consistent with law for indemnification and advance of expenses to
directors, officers, employees and agents by resolution, agreement or otherwise.
The indemnification provided by this Article shall not be deemed exclusive of
any other right, with respect to indemnification or otherwise, to which those
seeking indemnification may be entitled under any insurance or other agreement
or resolution of stockholders or disinterested directors or otherwise.

         SECTION 6. Amendments. References in this Article are to the Maryland
General Corporation Law and to the Investment Company Act of 1940 as from time
to time amended. No amendment of these By-Laws shall affect any right of any
person under this Article based on any event, omission or proceeding prior to
the amendment.

                                   ARTICLE VI

                                      SEAL

         The seal of the Corporation shall be circular in form and shall bear
the name of the Corporation, the year of its incorporation, the words "Corporate
Seal" and "Maryland" and any emblem or device approved by the Board of
Directors. The seal may be used by causing it or a facsimile to be impressed or
affixed or in any other manner reproduced, or by placing the word ("seal")
adjacent to the signature of the authorized officer of the Corporation.

                                   ARTICLE VII

                                   FISCAL YEAR

         SECTION 1.  Fiscal Year.  The Corporation's fiscal year shall be fixed
by the Board of Directors.

         SECTION 2.  Accountant.

         (a) The Corporation shall employ an independent public accountant or a
firm of independent public accountants of national reputation as its Accountant
to examine the accounts of the Corporation and to sign and certify financial
statements filed by the Corporation. The Accountant's certificates and reports
shall be addressed both to the Board of Directors and to the stockholders. The
employment of the Accountant shall be conditioned upon the right of the
Corporation to terminate the employment forthwith without any penalty by vote of
a majority of the outstanding voting securities at any stockholders' meeting
called for that purpose.

         (b) A majority of the members of the Board of Directors who are not
"interested persons" (as such term is defined in the Investment Company Act of
1940) of the Corporation shall select the Accountant at any meeting held within
thirty (30) days before or after the beginning of the fiscal year of the
Corporation or before the annual stockholders' meeting in that year. Such
selection shall be submitted for ratification or rejection at the next
succeeding annual stockholders' meeting. If such meeting shall reject such
selection, the Accountant shall be selected by majority vote of the
Corporation's outstanding voting securities, either at the meeting at which the
rejection occurred or at a subsequent meeting of stockholders called for that
purpose.

         (c) Any vacancy occurring between annual meetings, due to the
resignation of the Accountant, may be filled by the vote of a majority of the
members of the Board of Directors who are not "interested persons" of the
Corporation, as that term is defined in the Investment Company Act of 1940, at a
meeting called for the purpose of voting on such action.

                                  ARTICLE VIII

                              CUSTODY OF SECURITIES


         SECTION 1. Employment of a Custodian. The Corporation shall place and
at all times maintain in the custody of a Custodian (including any sub-custodian
for the Custodian) all funds, securities and similar investments owned by the
Corporation. The Custodian (and any sub-custodian) shall be an institution
conforming to the requirements of Section 17(f) of the Investment Company Act of
1940 and the rules of the Securities and Exchange Commission thereunder. The
Custodian shall be appointed from time to time by the Board of Directors, which
shall fix its renumeration.

         SECTION 2. Termination of Custodian Agreement. Upon termination of the
Custodian Agreement or inability of the Custodian to continue to serve, the
Board of Directors shall promptly appoint a successor custodian, but in the
event that no successor Custodian can be found who has the required
qualifications and is willing to serve, the Board of Directors shall call as
promptly as possible a special meeting of the stockholders to determine whether
the Corporation shall function without a Custodian or shall be liquidated. If so
directed by vote of the holders of a majority of the outstanding shares of stock
entitled to vote of the Corporation, the Custodian shall deliver and pay over
all property of the Corporation held by it as specified in such vote.

                                   ARTICLE IX

                                   AMENDMENTS

         These By-Laws may be amended or repealed by the affirmative vote of a
majority of the Board of Directors at any regular or special meeting of the
Board of Directors, subject to the requirements of the Investment Company Act of
1940.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2G
<SEQUENCE>8
<FILENAME>fdmnt.txt
<DESCRIPTION>FUND MANAGEMENT AGREEMENT WITH LAMCO
<TEXT>
                            FUND MANAGEMENT AGREEMENT

         FUND MANAGEMENT AGREEMENT dated August 1, 1998 between Liberty All-Star
Growth Fund, Inc., a corporation organized under the laws of the State of
Maryland (the "Company"), and Liberty Asset Management Company, a corporation
organized under the laws of the State of Delaware (the "Manager").

         WHEREAS, the Company desires to employ the Manager (i) to provide
certain administrative services as described herein to the Company, and (ii) to
provide investment management services as described herein in accordance with
the Company's investment objective and policies as stated in the Company's
Registration Statement, as from time to time in effect, under the Investment
Company Act of 1940 (the "Investment Company Act") and in conformity with the
Company's Articles of Incorporation and the Investment Company Act, as the same
may from time to time be amended.

         WHEREAS the Manager is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and desires to provide services to
the Company in consideration of and on the terms and conditions hereinafter set
forth;

         NOW, THEREFORE, the Company and the Manager agree as follows:

         1. Employment of the Manager. The Company hereby employs the Manager to
administer its business and administrative operations as set forth in Section
2(A) of this Agreement, and to manage the investment and reinvestment of the
Company's assets as set forth in Section 2(B) below, all subject to the
direction of the Board of Directors of the Company, for the period, in the
manner, and on the terms hereinafter set forth. The Manager hereby accepts such
employment and agrees during such period to render the services and to assume
the obligations herein set forth. The Manager shall for all purposes herein be
deemed to be an independent contractor and shall, except as expressly provided
or authorized (whether herein or otherwise), have no authority to act for or
represent the Company in any way or otherwise be deemed an agent of the Company.

          2.  Obligation  of and  Services to be Provided  by the  Manager.  The
Manager  undertakes  to provide the services  hereinafter  set forth and to
assume the following obligations:

         A. Administrative Services

         (1) The Manager shall provide, either directly or through an affiliate,
general administrative services and oversee the operations of the Company
("Administrative Services"). The Administrative Services shall not include
custodial, transfer agency, or pricing and bookkeeping services, but shall
include, without limitation:

                           (i) the maintenance of the Company's offices within
                  the Manager's offices in Boston, Massachusetts and the
                  maintenance of the corporate books and records of the Company,
                  other than the books and records maintained by the transfer
                  agent, the custodian or the fund accountant of the Company,
                  and making arrangements for the meetings of the Directors of
                  the Company, including the preparation of agendas and
                  supporting materials therefor;

                           (ii) the preparation of such financial information as
                  is reasonably necessary for reports to shareholders of the
                  Company, reports to the Board of Directors and the officers of
                  the Company, and reports of the Company to the Securities and
                  Exchange Commission, the Internal Revenue Service and other
                  Federal and state regulatory agencies;

                           (iii) the provision of such advice that may be
                  reasonably necessary properly to account for the Company's
                  financial transactions and to maintain the Company's
                  accounting procedures and records so as to insure compliance
                  with generally accepted accounting and tax practices and
                  rules;

                           (iv) the monitoring of the preparation and
                  maintenance by the Company's custodian or other agents of all
                  records that may be reasonably required in connection with the
                  audit performed by the Company's independent auditors, the
                  Securities and Exchange Commission, the Internal Revenue
                  Service or other Federal or state regulatory agencies;

                           (v) the  preparation of  communications  and reports
                  to shareholders of the Company and making arrangements for
                  meetings of such shareholders;

                           (vi) the preparation and filing of all reports and
                  all updating and other amendments to the Company's
                  registration statements necessary to maintain the registration
                  of the Company under the 1940 Act and the listing of its
                  common stock on the New York Stock Exchange;

                           (vii) the preparation of the Company's tax returns;

<PAGE>

                           (viii) the periodic computation, and reporting as
                  necessary to the Directors of the Company, of the Company's
                  compliance with its investment objective, policies and
                  restrictions and the portfolio diversification and other
                  portfolio requirements of the Investment Company Act and the
                  Internal Revenue Code of 1986, as amended (the "Code"); and

                           (ix) the negotiation of agreements or other
                  arrangements with, and general oversight and coordination of,
                  agents and others retained by the Company to provide
                  custodial, transfer agency, net asset value computation,
                  portfolio accounting, legal, tax and accounting services.

         (2) The Manager will permit individuals who are officers or employees
of the Manager to serve (if duly elected or appointed) as officers, Directors,
members of any committee of the Board of Directors, members of any advisory
board, or members of any other committee of the Company, without remuneration or
other cost to the Company.

         B.  Investment Management Services.

                           (1)The Manager shall have overall supervisory
                  responsibility for the general management and investment of
                  the Company's assets, subject to and in accordance with the
                  investment objectives and policies of the Company, and any
                  directions which the Board of Directors of the Company may
                  issue to the Manager from time to time.


                           (2)The Manager shall provide overall investment
                  programs and strategies with respect to the Company's assets,
                  shall revise such programs as necessary and shall monitor and
                  report periodically to the Board of Directors of the Company
                  concerning the implementation of the programs.

                           (3)The Company intends to appoint one or more persons
                  or companies ("Portfolio Managers"), each such Portfolio
                  Manager to have full investment discretion and to make all
                  determinations with respect to the investment and reinvestment
                  of the portion of the Company's assets assigned to that
                  Portfolio Manager by the Manager and the purchase and sale of
                  portfolio securities with those assets, all within the
                  Company's investment objectives, policies and restrictions,
                  and the Company will take such steps as may be necessary to
                  implement such appointments. The Manager shall not be
                  responsible or liable for the investment merits of any
                  decision by a Portfolio Manager to purchase, hold or sell a
                  security for the portfolio of the Company. The Manager shall
                  advise the Board of Directors of the Company which Portfolio
                  Managers the Manager believes are best suited to invest the
                  Company's assets; shall monitor and evaluate the investment
                  performance of each Portfolio Manager employed by the Company;
                  shall allocate and reallocate from time to time, in its
                  discretion, the portion of the Company's assets to be managed
                  by each Portfolio Manager; shall recommend changes of or
                  additional Portfolio Managers when appropriate; and shall
                  coordinate the investment activities of the Portfolio Managers
                  to ensure compliance with the Company's investment policies
                  and restrictions and applicable laws, including the Investment
                  Company Act and the Code.

                           (4)The Manager shall render regular reports to the
                  Company, at regular meetings of the Board of Directors, of,
                  among other things, the decisions which it has made with
                  respect to the allocation of the Company's assets among
                  Portfolio Managers.

3. Allocation of Expenses

         (1) Expenses paid by the Manager. The Manager shall at its own expense
furnish or provide and pay the cost of such office space, office equipment,
personnel and office services as the Manager requires for the performance of its
administrative and investment management services hereunder. The Manager shall
not be obligated to bear any other expenses incidental to the operations or
business of the Company, and the payment or assumption by the Manager of any
expense of the Company that the Manager is not required by this Agreement to pay
or assume shall not obligate the Manager to pay or assume the same or any
similar expense on any subsequent occasion.

<PAGE>

         (2) Expenses paid by the Company. The Company shall pay all expenses
incurred in the operation of the Company including, among other things, expenses
for legal and auditing services, costs of printing proxies, stock certificates
and shareholder reports, charges of the custodian, any sub-custodian and
transfer agent, Securities and Exchange Commission fees, fees and expenses of
Directors of the Company who are not "affiliated persons" (as defined in the
Investment Company Act) of the Manager, any other investment adviser of the
Company, or any of their affiliated persons, accounting and pricing costs,
membership fees in trade associations, insurance, interest, brokerage costs,
taxes, stock exchange listing fees and expenses, expenses of qualifying the
Company's shares for sale in various states, litigation and other extraordinary
or nonrecurring expenses, and other expenses properly payable by the Company.

4. Activities and Affiliates of the Manager.

         A. The services of the Manager to the Company hereunder are not to be
         deemed exclusive, and the Manager and any of its affiliates shall be
         free to render similar services to others. The Manager shall use the
         same skill and care in the management of the Company's assets as it
         uses in the administration of other accounts to which it provides asset
         management, consulting and portfolio manager selection services, but
         shall not be obligated to give the Company more favorable or
         preferential treatment vis-a-vis its other clients.

         B. Subject to and in accordance with the Articles of Incorporation and
         By-Laws of the Company and to Section 10(a) of the Investment Company
         Act, it is understood that Directors, officers, agents and shareholders
         of the Company may be interested in the Manager or its affiliates as
         directors, officers, agents or stockholders of the Manager or its
         affiliates; that directors, officers, agents and stockholders of the
         Manager or its affiliates are or may be interested in the Company as
         Directors, officers, agents, shareholders or otherwise; that the
         Manager or its affiliates may be interested in the Company as
         shareholders or otherwise; and that the effect of any such interests
         shall be governed by the Investment Company Act.


5. Fees for  Services:  Compensation  of Portfolio  Managers.  The  compensation
of the Manager for its  services  under this Agreement shall be calculated and
paid by the Fund in accordance with the Exhibit I attached hereto.  The Manager
will compensate the Portfolio Managers as provided in Exhibit I.

6. Liabilities of the Manager.

         A. In the absence of willful misfeasance, bad faith, gross negligence,
or reckless disregard of obligations or duties hereunder on the part of the
Manager, the Manager shall not be subject to liability to the Company or to any
shareholder of the Company for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.

         B. No provision of this Agreement shall be construed to protect any
Director or officer of the Company, or the Manager, from liability in violation
of Sections 17(h) and (i) of the Investment Company Act.

7. Renewal and Termination.

         A. This Agreement shall continue in effect until July 31, 1999, and
shall continue in effect thereafter provided such continuance is specifically
approved at least annually by (i) the Company's Board of Directors or (ii) a
vote of a "majority" (as defined in the Investment Company Act) of the Company's
outstanding voting securities, provided that in either event such continuance is
also approved by a majority of the Board of Directors who are not "interested
persons" (as defined in the Investment Company Act) of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval. The aforesaid requirement that continuance of this Agreement
be "specifically approved at least annually" shall be construed in a manner
consistent with the Investment Company Act and the Rules and Regulations
thereunder.

         B. This Agreement:

         (a) may at any time be terminated without the payment of any penalty
         either by vote of the Board of Directors of the Company or by vote of a
         majority of the outstanding voting securities of the Company, on sixty
         (60) days' written notice to the Manager;

         (b)shall immediately terminate in the event of its assignment (as that
         term is defined in the Investment Company Act); and

         (c)may be terminated by the Manager on sixty (60) days' written notice
         to the Company.

         C. Any notice under this Agreement shall be given in writing addressed
and delivered or mailed postpaid to the other party to this Agreement at its
principal place of business.


<PAGE>

8. Use of Name. The Company may use the name "Liberty All-Star" only so
long as this Agreement remains in effect. If this Agreement is no longer in
effect, the Company (to the extent it lawfully can) shall cease using such name
or any other name indicating that it is advised by or otherwise connected with
the Manager. The Manager may grant the non-exclusive right to use the name
"Liberty All-Star" to any other entity, including any other investment company
of which the Manager or any of its affiliates is the investment adviser or
distributor.

9.  Severability.  If any provision of this  Agreement  shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.

10. Governing Law. To the extent that state law has not been preempted
by the provisions of any law of the United States heretofore or hereafter
enacted, as the same may be amended from time to time, this Agreement shall be
administered, construed and enforced according to the laws of the Commonwealth
of Massachusetts.

11. Prior  Agreement  Superceded.  This Agreement  supercedes  and replaces the
Fund  Management  Agreement  dated November 6, 1995 between the Company and the
Manager.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed, as of the day and year first written above.

                                            LIBERTY ALL-STAR GROWTH FUND, INC.

                                            By:
                                               ---------------------------------

                                            Title:
                                                  ------------------------------

                                            LIBERTY ASSET MANAGEMENT COMPANY


                                            By:
                                               ---------------------------------

                                            Title:
                                                  ------------------------------



<PAGE>


                                    EXHIBIT I

                                   MANAGER FEE

         (A) For the Administrative Services provided to the Company pursuant to
Section 2(A) of this Agreement, the Company will pay to the Manager, on the
first business day of each calendar quarter, a fee for the previous calendar
quarter at the rate of:

            .05% (.20% annually) of the average weekly net assets of the Company
         up to and including $300 million; and

            .045% (.18% annually) of the average weekly net assets of the
         Company exceeding $300 million;

         (B) For the investment management services provided to the Company
pursuant to Section 2(B) of this Agreement, the Company will pay to the Manager,
on the first business day of each calendar quarter, a fee for the previous
calendar quarter at the rate of:

            .20% (.80% annually) of the average weekly net assets of the Company
          up to and including $300 million; and

            .18% (.72% annually) of the average weekly net assets of the Company
          exceeding $300 million.

         (C) Pursuant to Section 5 of this Agreement, the Manager will pay to
each Portfolio Manager, on or before the fifth business day of each calendar
quarter, a fee for the previous calendar quarter at the rate of:

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

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

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

         "Portfolio Manager's Percentage" means the percentage obtained by
dividing the average weekly net assets of that portion of the Company's assets
assigned to that Portfolio Manager by the total of the Company's average weekly
net assets.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2N
<SEQUENCE>9
<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>10
<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>
<DOCUMENT>
<TYPE>EX-99.2G
<SEQUENCE>11
<FILENAME>blair.txt
<DESCRIPTION>BLAIR PORTFOLIO MANAGEMENT AGREEMENT
<TEXT>

                         PORTFOLIO MANAGEMENT AGREEMENT





                                                     August 1, 1998



William Blair & Company, L.L.C.
222 West Adams Street
Chicago, IL  60606

         Re:      Portfolio Management Agreement

Ladies and Gentlemen:

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

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

         1. Employment as a Portfolio Manager. The Fund being duly authorized
hereby employs William Blair & Company, L.L.C. (the "Portfolio Manager") as a
discretionary portfolio manager, on the terms and conditions set forth herein,
of that portion of the Fund's assets which the Fund Manager determines to assign
to the Portfolio Manager (those assets being referred to as the "Portfolio
Manager Account"). The Fund Manager may, from time to time, allocate and
reallocate the Fund's assets among the Portfolio Manager and the other portfolio
managers of the Fund's assets.

         2. Acceptance of Employment; Standard of Performance. The Portfolio
Manager accepts its employment as a discretionary portfolio manager and agrees
to use its best professional judgment to make timely investment decisions for
the Portfolio Manager Account in accordance with the provisions of this
Agreement.

         3. Portfolio Management Services of Portfolio Manager. In providing
portfolio management services to the Portfolio Manager Account, the Portfolio
Manager shall be subject to the investment objectives, policies and restrictions
of the Fund as set forth in its current Registration Statement under the Act, as
the same may be modified from time to time (the "Registration Statement"), and
the investment restrictions set forth in the Act and the Rules thereunder (as
and to the extent set forth in the Registration Statement or in other
documentation furnished to the Portfolio Manager by the Fund or the Fund
Manager), to the supervision and control of the Board of Directors of the Fund,
and to instructions from the Fund Manager. The Portfolio Manager shall not,
without the prior approval of the Fund or the Fund Manager, effect any
transactions which would cause the Portfolio Manager Account, treated as a
separate fund, to be out of compliance with any of such restrictions or
policies.

          4. Transaction Procedures. All portfolio transactions for the
Portfolio Manager Account will be consummated by payment to or delivery by the
custodian of the Fund (the "Custodian"), or such depositories or agents as may
be designated by the Custodian in writing, as custodian for the Fund, of all
cash and/or securities due to or from the Portfolio Manager Account, and the
Portfolio Manager shall not have possession or custody thereof or any
responsibility or liability with respect to such custody. The Portfolio Manager
shall advise and confirm in writing to the Custodian all investment orders for
the Portfolio Manager Account placed by it with brokers and dealers at the time
and in the manner set forth in Schedule A hereto (as amended from time to time
by the Fund Manager). The Fund shall issue to the Custodian such instructions as
may be appropriate in connection with the settlement of any transaction
initiated by the Portfolio manager. The Fund shall be responsible for all
custodial arrangements and the payment of all custodial charges and fees, and,
upon giving proper instructions to the Custodian, the Portfolio Manager shall
have no responsibility or liability with respect to custodial arrangements or
the acts, omissions or other conduct of the Custodian.

          5. Allocation of Brokerage. The Portfolio Manager shall have authority
and discretion to select brokers and dealers to execute portfolio transactions
initiated by the Portfolio Manager for the Portfolio Manager Account, and to
select the markets on or in which the transaction will be executed.

<PAGE>

                  A. In doing so, the Portfolio Manager's primary responsibility
         shall be to seek to obtain best net price and execution for the Fund.
         However, this responsibility shall not obligate the Portfolio Manager
         to solicit competitive bids for each transaction or to seek the lowest
         available commission cost to the Fund, so long as the Portfolio Manager
         reasonably believes that the broker or dealer selected by it can be
         expected to obtain a "best execution" market price on the particular
         transaction and determines in good faith that the commission cost is
         reasonable in relation to the value of the brokerage and research
         services (as defined in Section 28(e)(3) of the Securities Exchange Act
         of 1934) provided by such broker or dealer to the Portfolio Manager
         viewed in terms of either that particular transaction or of the
         Portfolio Manager's overall responsibilities with respect to its
         clients, including the Fund, as to which the Portfolio Manager
         exercises investment discretion, notwithstanding that the Fund may not
         be the direct or exclusive beneficiary of any such services or that
         another broker may be willing to charge the Fund a lower commission on
         the particular transaction.

                  B. Subject to the requirements of paragraph A above, the Fund
         Manager shall have the right to request that transactions giving rise
         to brokerage commissions, in an amount to be agreed upon by the Fund
         Manager and the Portfolio Manager, shall be executed by brokers and
         dealers that provide brokerage or research services to the Fund
         Manager, or as to which an on-going relationship will be of value to
         the Fund in the management of its assets, which services and
         relationship may, but need not, be of direct benefit to the Portfolio
         Manager Account.

                  C. The Portfolio Manager shall not execute any portfolio
         transactions for the Portfolio Manager Account with a broker or dealer
         which is an "affiliated person" (as defined in the Act) of the Fund,
         the Portfolio Manager or any other Portfolio Manager of the Fund
         without the prior written approval of the Fund. The Fund Manager will
         provide the Portfolio Manager with a list of brokers and dealers which
         are "affiliated persons" of the Fund or its Portfolio Managers.

         6. Proxies. The Fund will vote or direct the voting of all proxies
solicited by or with respect to the issuers of securities in which assets of the
Portfolio Manager Account may be invested from time to time. At the request of
the Fund, the Portfolio Manager shall provide the Fund with its recommendations
as to the voting of such proxies.

         7. Fees for Services. The compensation of the Portfolio Manager for its
services under this Agreement shall be calculated and paid by the Fund Manager
in accordance with the attached Schedule C. Pursuant to the Fund Management
Agreement between the Fund and the Fund Manager, the Fund Manager is solely
responsible for the payment of fees to the Portfolio Manager from the fund
management fees paid to it by the Fund, and the Portfolio Manager agrees to seek
payment of its fees solely from the Fund Manager.

         8. Other Investment Activities of Portfolio Manager. The Fund
acknowledges that the Portfolio Manager or one or more of its affiliates has
investment responsibilities, renders investment advice to and performs other
investment advisory services for other individuals or entities ("Client
Accounts"), and that the Portfolio Manager, its affiliates or any of its or
their directors, members, officers, agents or employees may buy, sell or trade
in any securities for its or their respective accounts ("Affiliated Accounts").
Subject to the provisions of paragraph 2 hereof, the Fund agrees that the
Portfolio Manager or its affiliates may give advice or exercise investment
responsibility and take such other action with respect to other Client Accounts
and Affiliated Accounts which may differ from the advice given or the timing or
nature of action taken with respect to the Portfolio Manager Account, provided
that the Portfolio Manager acts in good faith, and provided further, that it is
the Portfolio Manager's policy to allocate, within its reasonable discretion,
investment opportunities to the Portfolio Manager Account over a period of time
on a fair and equitable basis relative to the Client Accounts and the Affiliated
Accounts, taking into account the cash position and the investment objectives
and policies of the Fund and any specific investment restrictions applicable
thereto. The Fund acknowledges that one or more Client Accounts and Affiliated
Accounts may at any time hold, acquire, increase, decrease, dispose of or
otherwise deal with positions in investments in which the Portfolio Manager
Account may have an interest from time to time, whether in transactions which
involve the Portfolio Manager Account or otherwise. The Portfolio Manager shall
have no obligation to acquire for the Portfolio Manager Account a position in
any investment which any Client Account or Affiliated Account may acquire, and
the Fund shall have no first refusal, coinvestment or other rights in respect of
any such investment, either for the Portfolio Manager Account or otherwise.

<PAGE>

         9. Limitation of Liability. The Portfolio Manager shall not be liable
for any action taken, omitted or suffered to be taken by it in its reasonable
judgment, in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement, or in
accordance with (or in the absence of) specific directions or instructions from
the Fund, provided, however, that such acts or omissions shall not have resulted
from the Portfolio Manager's willful misfeasance, bad faith or gross negligence,
a violation of the standard of care established by and applicable to the
Portfolio Manager in its actions under this Agreement or breach of its duty or
of its obligations hereunder (provided, however, that the foregoing shall not be
construed to protect the Portfolio Manager from liability in violation of
Section 17(i) of the Act).

         10. Confidentiality. Subject to the duty of the Portfolio Manager and
the Fund to comply with applicable law, including any demand of any regulatory
or taxing authority having jurisdiction, the parties hereto shall treat as
confidential all information pertaining to the Portfolio Manager Account and the
actions of the Portfolio Manager and the Fund in respect thereof.

         11. Assignment. This Agreement shall terminate automatically in the
event of its assignment, as that term is defined in Section 2(a)(4) of the Act.
The Portfolio Manager shall notify the Fund in writing sufficiently in advance
of any proposed change of control, as defined in Section 2(a)(9) of the Act, as
will enable the Fund to consider whether an assignment as defined in Section
2(a)(4) of the Act will occur, and whether to take the steps necessary to enter
into a new contract with the Portfolio Manager.

          12.  Representations,  Warranties and Agreements of the Fund. The Fund
represents, warrants and agrees that:

                    A. The Portfolio  Manager has been duly appointed to provide
               investment   services  to  the  Portfolio   Manager   Account  as
               contemplated hereby.

                    B. The Fund has  delivered  to the  Portfolio  Manager  such
               instructions  governing the  investment of the Portfolio  Manager
               Account as are necessary  for the Portfolio  Manager to carry out
               its obligations under this Agreement.

          13.  Representations,  Warranties  and  Agreements  of  the  Portfolio
Manager. The Portfolio Manager represents, warrants and agrees that:

                    A. It is registered  as an  "Investment  Adviser"  under the
               Investment Advisers Act of 1940 ("Advisers Act").

                    B. It will maintain,  keep current and preserve on behalf of
               the Fund, in the manner  required or permitted by the Act and the
               Rules  thereunder,  the  records  identified  in  Schedule  B (as
               Schedule B may be amended from time to time by the Fund Manager).
               The Portfolio  Manager  agrees that such records are the property
               of the Fund,  and will be  surrendered  to the Fund promptly upon
               request.

                    C. It will adopt a written code of ethics complying with the
               requirements  of Rule l7j-l  under the Act and will  provide  the
               Fund  with a copy  of the  code of  ethics  and  evidence  of its
               adoption.  Within  45 days of the end of  each  year  while  this
               Agreement  is in effect,  an  officer  or general  partner of the
               Portfolio  Manager  shall  certify to the Fund that the Portfolio
               Manager has complied with the  requirements  of Rule l7j-l during
               the  previous  year and that there has been no  violation  of its
               code  of  ethics  or,  if such a  violation  has  occurred,  that
               appropriate action was taken in response to such violation.  Upon
               the written  request of the Fund,  the  Portfolio  Manager  shall
               permit the Fund to examine the reports required to be made by the
               Portfolio Manager under Rule l7j-l(c)(l).

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

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

<PAGE>

         15. Effective Date; Term. This Agreement shall continue in effect until
July 31, 1999 and shall continue in effect thereafter provided such continuance
is specifically approved at least annually by (i) the Fund's Board of Directors
or (ii) a vote of a "majority" (as defined in the Act) of the Fund's outstanding
voting securities, provided that in either event such continuance is also
approved by a majority of the Board of Directors who are not "interested
persons" (as defined in the Act) of any party to this Agreement, by vote cast in
person at a meeting called for the purpose of voting on such approval. The
aforesaid requirement that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner consistent with the
Act and the Rules and Regulations thereunder.

         16. Termination. This Agreement may be terminated by any party, without
penalty, immediately upon written notice to the other parties in the event of a
breach of any provision thereof by a party so notified, or otherwise upon not
less than thirty (30) days' written notice to the Portfolio Manager in the case
of termination by the Fund or the Fund Manager, or ninety (90) days' written
notice to the Fund and the Fund Manager in the case of termination by the
Portfolio Manager, but any such termination shall not affect the status,
obligations or liabilities of any party hereto to the other parties.

         17. Applicable Law. To the extent that state law is not preempted by
the provisions of any law of the United States heretofore or hereafter enacted,
as the same may be amended from time to time, this Agreement shall be
administered, construed and enforced according to the laws of the Commonwealth
of Massachusetts.

         18. Severability. If any term or condition of this Agreement shall be
invalid or unenforceable to any extent or in any application, then the remainder
of this Agreement, and such term or condition except to such extent or in such
application, shall not be affected thereby, and each and every term and
condition of this Agreement shall be valid and enforced to the fullest extent
and in the broadest application permitted by law.

          19. Prior Agreement Superceded. This Agreement supercedes and replaces
the Portfolio  Management Agreement dated March 1, 1997 among the Fund, the
Fund Manager and the Portfolio Manager.

                   LIBERTY ALL-STAR GROWTH FUND, INC.

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

                   LIBERTY ASSET MANAGEMENT COMPANY

                   By:
                       ---------------------------------------------------------
                   Title:
                         -------------------------------------------------------
ACCEPTED:

WILLIAM BLAIR & COMPANY, L.L.C.


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

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


<PAGE>


                                   SCHEDULE C

                              PORTFOLIO MANAGER FEE


         For services provided to the Portfolio Manager Account, the Fund
Manager will pay to the Portfolio Manager, on or before the fifth business day
of each calendar quarter, a fee for the previous calendar quarter at the rate
of:

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

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

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

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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2G
<SEQUENCE>12
<FILENAME>pma4.txt
<DESCRIPTION>WEATHERBIE PORTFOLIO MANAGEMENT AGREEMENT
<TEXT>
                         PORTFOLIO MANAGEMENT AGREEMENT





                                                     May 1, 1999



M.A. Weatherbie & Co., Inc.
265 Franklin Street
Boston, MA 02110

         Re:      Portfolio Management Agreement

Ladies and Gentlemen:

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

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

     1. Employment as a Portfolio Manager. The Fund being duly authorized hereby
employs M.A. Weatherbie & Co., Inc. (the "Portfolio Manager") as a discretionary
portfolio manager, on the terms and conditions set forth herein, of that portion
of the  Fund's  assets  which  the Fund  Manager  determines  to  assign  to the
Portfolio  Manager  (those assets being  referred to as the  "Portfolio  Manager
Account").  The Fund Manager may, from time to time, allocate and reallocate the
Fund's assets among the Portfolio  Manager and the other  portfolio  managers of
the Fund's assets.

     2. Acceptance of Employment; Standard of Performance. The Portfolio Manager
accepts its employment as a  discretionary  portfolio  manager and agrees to use
its best  professional  judgment to make  timely  investment  decisions  for the
Portfolio Manager Account in accordance with the provisions of this Agreement.

     3.  Portfolio  Management  Services  of  Portfolio  Manager.  In  providing
portfolio  management  services to the Portfolio Manager Account,  the Portfolio
Manager shall be subject to the investment objectives, policies and restrictions
of the Fund as set forth in its current Registration Statement under the Act, as
the same may be modified from time to time (the "Registration  Statement"),  and
the investment  restrictions  set forth in the Act and the Rules  thereunder (as
and  to  the  extent  set  forth  in  the  Registration  Statement  or in  other
documentation  furnished  to the  Portfolio  Manager  by the  Fund  or the  Fund
Manager),  to the supervision and control of the Board of Directors of the Fund,
and to  instructions  from the Fund Manager.  The  Portfolio  Manager shall not,
without  the  prior  approval  of the  Fund  or the  Fund  Manager,  effect  any
transactions  which  would cause the  Portfolio  Manager  Account,  treated as a
separate  fund,  to be out  of  compliance  with  any of  such  restrictions  or
policies.

     4.  Transaction  Procedures.  All portfolio  transactions for the Portfolio
Manager  Account will be  consummated by payment to or delivery by the custodian
of the  Fund  (the  "Custodian"),  or  such  depositories  or  agents  as may be
designated by the  Custodian in writing,  as custodian for the Fund, of all cash
and/or  securities  due to or  from  the  Portfolio  Manager  Account,  and  the
Portfolio   Manager  shall  not  have  possession  or  custody  thereof  or  any
responsibility or liability with respect to such custody.  The Portfolio Manager
shall advise and confirm in writing to the Custodian all  investment  orders for
the Portfolio  Manager Account placed by it with brokers and dealers at the time
and in the manner set forth in Schedule A hereto (as  amended  from time to time
by the Fund Manager). The Fund shall issue to the Custodian such instructions as
may be  appropriate  in  connection  with  the  settlement  of  any  transaction
initiated  by the  Portfolio  manager.  The Fund  shall be  responsible  for all
custodial  arrangements and the payment of all custodial  charges and fees, and,
upon giving proper  instructions to the Custodian,  the Portfolio  Manager shall
have no  responsibility  or liability with respect to custodial  arrangements or
the acts, omissions or other conduct of the Custodian.

     5. Allocation of Brokerage.  The Portfolio Manager shall have authority and
discretion  to select  brokers  and  dealers to execute  portfolio  transactions
initiated by the Portfolio  Manager for the Portfolio  Manager  Account,  and to
select the markets on or in which the transaction will be executed.

          A. In doing so, the Portfolio Manager's primary  responsibility  shall
     be to seek to obtain best net price and  execution  for the Fund.  However,
     this  responsibility  shall not obligate the  Portfolio  Manager to solicit
     competitive  bids for each  transaction  or to seek  the  lowest  available
     commission  cost to the Fund, so long as the Portfolio  Manager  reasonably
     believes that the broker or dealer selected by it can be expected to obtain
     a  "best  execution"  market  price  on  the  particular   transaction  and
     determines in good faith that the commission cost is reasonable in relation
     to the value of the brokerage and research  services (as defined in Section
     28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or
     dealer to the Portfolio  Manager viewed in terms of either that  particular
     transaction or of the Portfolio  Manager's  overall  responsibilities  with
     respect  to its  clients,  including  the Fund,  as to which the  Portfolio
     Manager exercises investment discretion,  notwithstanding that the Fund may
     not be the direct or  exclusive  beneficiary  of any such  services or that
     another broker may be willing to charge the Fund a lower  commission on the
     particular transaction.

          B. Subject to the  requirements of paragraph A above, the Fund Manager
     shall have the right to request that transactions  giving rise to brokerage
     commissions,  in an amount to be agreed  upon by the Fund  Manager  and the
     Portfolio  Manager,  shall be executed by brokers and dealers  that provide
     brokerage  or  research  services  to the Fund  Manager,  or as to which an
     on-going relationship will be of value to the Fund in the management of its
     assets,  which  services and  relationship  may, but need not, be of direct
     benefit to the Portfolio Manager Account.

          C. The Portfolio Manager shall not execute any portfolio  transactions
     for the  Portfolio  Manager  Account  with a broker or  dealer  which is an
     "affiliated  person"  (as  defined in the Act) of the Fund,  the  Portfolio
     Manager  or any  other  Portfolio  Manager  of the Fund  without  the prior
     written  approval of the Fund.  The Fund Manager will provide the Portfolio
     Manager with a list of brokers and dealers which are  "affiliated  persons"
     of the Fund or its Portfolio Managers.

     6.  Proxies.  The Fund  will  vote or  direct  the  voting  of all  proxies
solicited by or with respect to the issuers of securities in which assets of the
Portfolio  Manager  Account may be invested from time to time. At the request of
the Fund, the Portfolio Manager shall provide the Fund with its  recommendations
as to the voting of such proxies.

     7. Fees for Services.  The  compensation  of the Portfolio  Manager for its
services under this  Agreement  shall be calculated and paid by the Fund Manager
in  accordance  with the attached  Schedule C.  Pursuant to the Fund  Management
Agreement  between  the Fund and the Fund  Manager,  the Fund  Manager is solely
responsible  for the  payment  of fees to the  Portfolio  Manager  from the fund
management fees paid to it by the Fund, and the Portfolio Manager agrees to seek
payment of its fees solely from the Fund Manager.

     8. Other Investment  Activities of Portfolio Manager. The Fund acknowledges
that the  Portfolio  Manager  or one or more of its  affiliates  has  investment
responsibilities,  renders  investment  advice to and performs other  investment
advisory  services for other individuals or entities  ("Client  Accounts"),  and
that the Portfolio  Manager,  its  affiliates or any of its or their  directors,
members,  officers, agents or employees may buy, sell or trade in any securities
for its or their respective  accounts  ("Affiliated  Accounts").  Subject to the
provisions of paragraph 2 hereof,  the Fund agrees that the Portfolio Manager or
its affiliates may give advice or exercise  investment  responsibility  and take
such other action with respect to other Client Accounts and Affiliated  Accounts
which may differ from the advice  given or the timing or nature of action  taken
with respect to the  Portfolio  Manager  Account,  provided  that the  Portfolio
Manager  acts in good faith,  and  provided  further,  that it is the  Portfolio
Manager's  policy to  allocate,  within its  reasonable  discretion,  investment
opportunities  to the Portfolio  Manager Account over a period of time on a fair
and equitable basis relative to the Client Accounts and the Affiliated Accounts,
taking into account the cash position and the investment objectives and policies
of the Fund and any specific investment  restrictions  applicable  thereto.  The
Fund acknowledges  that one or more Client Accounts and Affiliated  Accounts may
at any time hold, acquire, increase, decrease, dispose of or otherwise deal with
positions in  investments  in which the  Portfolio  Manager  Account may have an
interest from time to time,  whether in transactions which involve the Portfolio
Manager Account or otherwise.  The Portfolio Manager shall have no obligation to
acquire for the Portfolio Manager Account a position in any investment which any
Client  Account or  Affiliated  Account may acquire,  and the Fund shall have no
first refusal,  coinvestment or other rights in respect of any such  investment,
either for the Portfolio Manager Account or otherwise.

     9. Limitation of Liability.  The Portfolio  Manager shall not be liable for
any  action  taken,  omitted  or  suffered  to be taken by it in its  reasonable
judgment,  in good  faith and  believed  by it to be  authorized  or within  the
discretion  or rights  or  powers  conferred  upon it by this  Agreement,  or in
accordance with (or in the absence of) specific  directions or instructions from
the Fund, provided, however, that such acts or omissions shall not have resulted
from the Portfolio Manager's willful misfeasance, bad faith or gross negligence,
a  violation  of the  standard  of care  established  by and  applicable  to the
Portfolio  Manager in its actions under this  Agreement or breach of its duty or
of its obligations hereunder (provided, however, that the foregoing shall not be
construed  to protect the  Portfolio  Manager  from  liability  in  violation of
Section 17(i) of the Act).

     10.  Confidentiality.  Subject to the duty of the Portfolio Manager and the
Fund to comply with  applicable  law,  including any demand of any regulatory or
taxing  authority  having  jurisdiction,  the  parties  hereto  shall  treat  as
confidential all information pertaining to the Portfolio Manager Account and the
actions of the Portfolio Manager and the Fund in respect thereof.

     11. Assignment.  This Agreement shall terminate  automatically in the event
of its  assignment,  as that term is defined in Section  2(a)(4) of the Act. The
Portfolio  Manager shall notify the Fund in writing  sufficiently  in advance of
any  proposed  change of control,  as defined in Section  2(a)(9) of the Act, as
will enable the Fund to  consider  whether an  assignment  as defined in Section
2(a)(4) of the Act will occur,  and whether to take the steps necessary to enter
into a new contract with the Portfolio Manager.

     12.  Representations,  Warranties  and  Agreements  of the  Fund.  The Fund
represents, warrants and agrees that:

          A. The Portfolio Manager has been duly appointed to provide investment
     services to the Portfolio Manager Account as contemplated hereby.

          B. The Fund has delivered to the Portfolio  Manager such  instructions
     governing the investment of the Portfolio  Manager Account as are necessary
     for  the  Portfolio  Manager  to  carry  out  its  obligations  under  this
     Agreement.

     13.  Representations,  Warranties and Agreements of the Portfolio  Manager.
The Portfolio Manager represents, warrants and agrees that:

          A. It is registered as an  "Investment  Adviser"  under the Investment
     Advisers Act of 1940 ("Advisers Act").

          B. It will maintain,  keep current and preserve on behalf of the Fund,
     in the manner  required or permitted  by the Act and the Rules  thereunder,
     the records  identified  in Schedule B (as  Schedule B may be amended  from
     time to time by the Fund Manager).  The Portfolio  Manager agrees that such
     records are the property of the Fund,  and will be  surrendered to the Fund
     promptly upon request.

<PAGE>


          C.  It  will  adopt  a  written  code of  ethics  complying  with  the
     requirements  of Rule l7j-l under the Act and will  provide the Fund with a
     copy of the code of ethics and evidence of its adoption.  Within 45 days of
     the end of each year  while  this  Agreement  is in  effect,  an officer or
     general partner of the Portfolio Manager shall certify to the Fund that the
     Portfolio  Manager has complied with the  requirements of Rule l7j-l during
     the  previous  year and that  there  has been no  violation  of its code of
     ethics or, if such a violation has occurred,  that  appropriate  action was
     taken in response to such violation.  Upon the written request of the Fund,
     the Portfolio Manager shall permit the Fund to examine the reports required
     to be made by the Portfolio Manager under Rule l7j-l(c)(l).

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

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

     15.  Effective  Date;  Term.  This Agreement shall continue in effect until
July 31, 1999 and shall continue in effect thereafter  provided such continuance
is specifically  approved at least annually by (i) the Fund's Board of Directors
or (ii) a vote of a "majority" (as defined in the Act) of the Fund's outstanding
voting  securities,  provided  that in either  event  such  continuance  is also
approved  by a  majority  of the  Board  of  Directors  who are not  "interested
persons" (as defined in the Act) of any party to this Agreement, by vote cast in
person at a meeting  called  for the  purpose  of voting on such  approval.  The
aforesaid  requirement  that  continuance  of this  Agreement  be  "specifically
approved at least annually"  shall be construed in a manner  consistent with the
Act and the Rules and Regulations thereunder.

     16.  Termination.  This  Agreement may be terminated by any party,  without
penalty,  immediately upon written notice to the other parties in the event of a
breach of any provision  thereof by a party so notified,  or otherwise  upon not
less than thirty (30) days' written notice to the Portfolio  Manager in the case
of  termination  by the Fund or the Fund  Manager,  or ninety (90) days' written
notice  to the Fund  and the Fund  Manager  in the  case of  termination  by the
Portfolio  Manager,  but any such  termination  shall  not  affect  the  status,
obligations or liabilities of any party hereto to the other parties.

     17.  Applicable  Law. To the extent that state law is not  preempted by the
provisions of any law of the United States heretofore or hereafter  enacted,  as
the same may be amended from time to time, this Agreement shall be administered,
construed  and  enforced   according  to  the  laws  of  the   Commonwealth   of
Massachusetts.

     18.  Severability.  If any term or  condition  of this  Agreement  shall be
invalid or unenforceable to any extent or in any application, then the remainder
of this Agreement,  and such term or condition  except to such extent or in such
application,  shall  not be  affected  thereby,  and  each  and  every  term and
condition of this  Agreement  shall be valid and enforced to the fullest  extent
and in the broadest application permitted by law.


                                LIBERTY ALL-STAR GROWTH FUND, INC.

                                By:
                                    ----------------------------------------
                                Title:  Secretary

                                LIBERTY ASSET MANAGEMENT COMPANY

                                By:
                                    ----------------------------------------
                                Title:  President and Chief Executive Officer
ACCEPTED:

M.A. WEATHERBIE & CO., INC.


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

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


<PAGE>


                                   SCHEDULE C

                              PORTFOLIO MANAGER FEE


     For services  provided to the Portfolio  Manager Account,  the Fund Manager
will pay to the Portfolio  Manager,  on or before the fifth business day of each
calendar quarter, a fee for the previous calendar quarter at the rate of:

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

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

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

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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2G
<SEQUENCE>13
<FILENAME>tcw.txt
<DESCRIPTION>TCW PORTFOLIO MANAGEMENT AGREEMENT
<TEXT>

                         PORTFOLIO MANAGEMENT AGREEMENT





                                                     May 1, 2000



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

         Re:      Portfolio Management Agreement

Ladies and Gentlemen:

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

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

     1. Employment as a Portfolio Manager. The Fund being duly authorized hereby
employs  TCW  Investment  Management  Company  (the  "Portfolio  Manager")  as a
discretionary  portfolio manager,  on the terms and conditions set forth herein,
of that portion of the Fund's assets which the Fund Manager determines to assign
to the  Portfolio  Manager  (those  assets being  referred to as the  "Portfolio
Manager  Account").  The Fund  Manager  may,  from  time to time,  allocate  and
reallocate the Fund's assets among the Portfolio Manager and the other portfolio
managers of the Fund's assets.

     2. Acceptance of Employment; Standard of Performance. The Portfolio Manager
accepts its employment as a  discretionary  portfolio  manager and agrees to use
its best  professional  judgment to make  timely  investment  decisions  for the
Portfolio Manager Account in accordance with the provisions of this Agreement.

     3.  Portfolio  Management  Services  of  Portfolio  Manager.  In  providing
portfolio  management  services to the Portfolio Manager Account,  the Portfolio
Manager shall be subject to the investment objectives, policies and restrictions
of the Fund as set forth in its current Registration Statement under the Act, as
the same may be modified from time to time (the "Registration  Statement"),  and
the investment  restrictions  set forth in the Act and the Rules  thereunder (as
and  to  the  extent  set  forth  in  the  Registration  Statement  or in  other
documentation  furnished  to the  Portfolio  Manager  by the  Fund  or the  Fund
Manager),  to the supervision and control of the Board of Directors of the Fund,
and to  instructions  from the Fund Manager.  The  Portfolio  Manager shall not,
without  the  prior  approval  of the  Fund  or the  Fund  Manager,  effect  any
transactions  which  would cause the  Portfolio  Manager  Account,  treated as a
separate  fund,  to be out  of  compliance  with  any of  such  restrictions  or
policies.

     4.  Transaction  Procedures.  All portfolio  transactions for the Portfolio
Manager  Account will be  consummated by payment to or delivery by the custodian
of the  Fund  (the  "Custodian"),  or  such  depositories  or  agents  as may be
designated by the  Custodian in writing,  as custodian for the Fund, of all cash
and/or  securities  due to or  from  the  Portfolio  Manager  Account,  and  the
Portfolio   Manager  shall  not  have  possession  or  custody  thereof  or  any
responsibility or liability with respect to such custody.  The Portfolio Manager
shall advise and confirm in writing to the Custodian all  investment  orders for
the Portfolio  Manager Account placed by it with brokers and dealers at the time
and in the manner set forth in Schedule A hereto (as  amended  from time to time
by the Fund Manager). The Fund shall issue to the Custodian such instructions as
may be  appropriate  in  connection  with  the  settlement  of  any  transaction
initiated  by the  Portfolio  manager.  The Fund  shall be  responsible  for all
custodial  arrangements and the payment of all custodial  charges and fees, and,
upon giving proper  instructions to the Custodian,  the Portfolio  Manager shall
have no  responsibility  or liability with respect to custodial  arrangements or
the acts, omissions or other conduct of the Custodian.

     5. Allocation of Brokerage.  The Portfolio Manager shall have authority and
discretion  to select  brokers  and  dealers to execute  portfolio  transactions
initiated by the Portfolio  Manager for the Portfolio  Manager  Account,  and to
select the markets on or in which the transaction will be executed.

<PAGE>

          A. In doing so, the Portfolio Manager's primary  responsibility  shall
     be to seek to obtain best net price and  execution  for the Fund.  However,
     this  responsibility  shall not obligate the  Portfolio  Manager to solicit
     competitive  bids for each  transaction  or to seek  the  lowest  available
     commission  cost to the Fund, so long as the Portfolio  Manager  reasonably
     believes that the broker or dealer selected by it can be expected to obtain
     a  "best  execution"  market  price  on  the  particular   transaction  and
     determines in good faith that the commission cost is reasonable in relation
     to the value of the brokerage and research  services (as defined in Section
     28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or
     dealer to the Portfolio  Manager viewed in terms of either that  particular
     transaction or of the Portfolio  Manager's  overall  responsibilities  with
     respect  to its  clients,  including  the Fund,  as to which the  Portfolio
     Manager exercises investment discretion,  notwithstanding that the Fund may
     not be the direct or  exclusive  beneficiary  of any such  services or that
     another broker may be willing to charge the Fund a lower  commission on the
     particular transaction.

          B. Subject to the  requirements of paragraph A above, the Fund Manager
     shall have the right to request that transactions  giving rise to brokerage
     commissions,  in an amount to be agreed  upon by the Fund  Manager  and the
     Portfolio  Manager,  shall be executed by brokers and dealers  that provide
     brokerage  or  research  services  to the Fund  Manager,  or as to which an
     on-going relationship will be of value to the Fund in the management of its
     assets,  which  services and  relationship  may, but need not, be of direct
     benefit to the Portfolio Manager Account.

          C. The Portfolio Manager shall not execute any portfolio  transactions
     for the Portfolio Manager Account with itself or any broker or dealer which
     is an  "affiliated  person"  (as  defined  in the  Act)  of the  Fund,  the
     Portfolio  Manager or any other  Portfolio  Manager of the Fund without the
     prior written  approval of the Fund except in accordance with SEC Exemptive
     Order No. 24288 dated February 15, 2000, a copy of which has been furnished
     to the  Portfolio  Manager,  and Rule 17e-1  procedures  as approved by the
     Fund's  Trustees  from time to time.  The Fund  Manager  will  provide  the
     Portfolio  Manager with a list of brokers and dealers which are "affiliated
     persons" of the Fund or its Portfolio Managers.

     6.  Proxies.  The Fund  will  vote or  direct  the  voting  of all  proxies
solicited by or with respect to the issuers of securities in which assets of the
Portfolio  Manager  Account  may be invested in  accordance  with  authorization
provided by the Fund Manager from time to time.

     7. Fees for Services.  The  compensation  of the Portfolio  Manager for its
services under this  Agreement  shall be calculated and paid by the Fund Manager
in  accordance  with the attached  Schedule C.  Pursuant to the Fund  Management
Agreement  between  the Fund and the Fund  Manager,  the Fund  Manager is solely
responsible  for the  payment  of fees to the  Portfolio  Manager  from the fund
management fees paid to it by the Fund, and the Portfolio Manager agrees to seek
payment of its fees solely from the Fund Manager.

     8. Other Investment  Activities of Portfolio Manager. The Fund acknowledges
that the  Portfolio  Manager  or one or more of its  affiliates  has  investment
responsibilities,  renders  investment  advice to and performs other  investment
advisory  services for other individuals or entities  ("Client  Accounts"),  and
that the Portfolio  Manager,  its  affiliates or any of its or their  directors,
members,  officers, agents or employees may buy, sell or trade in any securities
for its or their respective  accounts  ("Affiliated  Accounts").  Subject to the
provisions of paragraph 2 hereof,  the Fund agrees that the Portfolio Manager or
its affiliates may give advice or exercise  investment  responsibility  and take
such other action with respect to other Client Accounts and Affiliated  Accounts
which may differ from the advice  given or the timing or nature of action  taken
with respect to the  Portfolio  Manager  Account,  provided  that the  Portfolio
Manager  acts in good faith,  and  provided  further,  that it is the  Portfolio
Manager's  policy to  allocate,  within its  reasonable  discretion,  investment
opportunities  to the Portfolio  Manager Account over a period of time on a fair
and equitable basis relative to the Client Accounts and the Affiliated Accounts,
taking into account the cash position and the investment objectives and policies
of the Fund and any specific investment  restrictions  applicable  thereto.  The
Fund acknowledges  that one or more Client Accounts and Affiliated  Accounts may
at any time hold, acquire, increase, decrease, dispose of or otherwise deal with
positions in  investments  in which the  Portfolio  Manager  Account may have an
interest from time to time,  whether in transactions which involve the Portfolio
Manager Account or otherwise.  The Portfolio Manager shall have no obligation to
acquire for the Portfolio Manager Account a position in any investment which any
Client  Account or  Affiliated  Account may acquire,  and the Fund shall have no
first refusal,  coinvestment or other rights in respect of any such  investment,
either for the Portfolio Manager Account or otherwise.

<PAGE>

     9. Limitation of Liability.  The Portfolio  Manager shall not be liable for
any  action  taken,  omitted  or  suffered  to be taken by it in its  reasonable
judgment,  in good  faith and  believed  by it to be  authorized  or within  the
discretion  or rights  or  powers  conferred  upon it by this  Agreement,  or in
accordance with (or in the absence of) specific  directions or instructions from
the Fund, provided, however, that such acts or omissions shall not have resulted
from the Portfolio Manager's willful misfeasance, bad faith or gross negligence,
a  violation  of the  standard  of care  established  by and  applicable  to the
Portfolio  Manager in its actions under this  Agreement or breach of its duty or
of its obligations hereunder (provided, however, that the foregoing shall not be
construed  to protect the  Portfolio  Manager  from  liability  in  violation of
Section 17 of the Act).

     10.  Confidentiality.  Subject to the duty of the Portfolio Manager and the
Fund to comply with  applicable  law,  including any demand of any regulatory or
taxing  authority  having  jurisdiction,  the  parties  hereto  shall  treat  as
confidential all information pertaining to the Portfolio Manager Account and the
actions of the Portfolio Manager and the Fund in respect thereof.

     11. Assignment.  This Agreement shall terminate  automatically in the event
of its  assignment,  as that term is defined in Section  2(a)(4) of the Act. The
Portfolio  Manager shall notify the Fund in writing  sufficiently  in advance of
any  proposed  change of control,  as defined in Section  2(a)(9) of the Act, as
will enable the Fund to  consider  whether an  assignment  as defined in Section
2(a)(4) of the Act will occur,  and whether to take the steps necessary to enter
into a new contract with the Portfolio Manager.

     12.  Representations,  Warranties  and  Agreements  of the  Fund.  The Fund
represents, warrants and agrees that:

          A. The Portfolio Manager has been duly appointed to provide investment
     services to the Portfolio Manager Account as contemplated hereby.

          B. The Fund has delivered to the Portfolio  Manager such  instructions
     governing the investment of the Portfolio  Manager Account as are necessary
     for  the  Portfolio  Manager  to  carry  out  its  obligations  under  this
     Agreement.

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

     13.  Representations,  Warranties and Agreements of the Portfolio  Manager.
The Portfolio Manager represents, warrants and agrees that:

          A. It is registered as an  "Investment  Adviser"  under the Investment
     Advisers Act of 1940 ("Advisers Act").

          B. It will maintain,  keep current and preserve on behalf of the Fund,
     in the manner  required or permitted  by the Act and the Rules  thereunder,
     the records  identified  in Schedule B (as  Schedule B may be amended  from
     time to time by the Fund Manager).  The Portfolio  Manager agrees that such
     records are the property of the Fund,  and will be  surrendered to the Fund
     promptly upon request.

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

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

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

<PAGE>

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

     16.  Termination.  This  Agreement may be terminated by any party,  without
penalty,  immediately upon written notice to the other parties in the event of a
breach of any provision  thereof by a party so notified,  or otherwise  upon not
less than thirty (30) days' written notice to the Portfolio  Manager in the case
of  termination  by the Fund or the Fund  Manager,  or ninety (90) days' written
notice  to the Fund  and the Fund  Manager  in the  case of  termination  by the
Portfolio  Manager,  but any such  termination  shall  not  affect  the  status,
obligations or liabilities of any party hereto to the other parties.

     17.  Applicable  Law. To the extent that state law is not  preempted by the
provisions of any law of the United States heretofore or hereafter  enacted,  as
the same may be amended from time to time, this Agreement shall be administered,
construed  and  enforced   according  to  the  laws  of  the   Commonwealth   of
Massachusetts.

     18.  Severability.  If any term or  condition  of this  Agreement  shall be
invalid or unenforceable to any extent or in any application, then the remainder
of this Agreement,  and such term or condition  except to such extent or in such
application,  shall  not be  affected  thereby,  and  each  and  every  term and
condition of this  Agreement  shall be valid and enforced to the fullest  extent
and in the broadest application permitted by law.


                                LIBERTY ALL-STAR GROWTH FUND, INC.

                                By:
                                    Nancy L. Conlin
                                    Title: Secretary

                                LIBERTY ASSET MANAGEMENT COMPANY

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

TCW INVESTMENT MANAGEMENT COMPANY


By:
Title: President

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

<PAGE>

                                                                      Schedule A
                             Operational Procedures
                       Liberty All-Star Growth Fund, Inc.

     In order to minimize operational  problems, it will be necessary for a flow
of  information  to be supplied to Chase  Manhattan  Bank (the  Custodian),  and
Colonial Management Associates, Inc. ("Administrator").

     The Portfolio Manager must furnish  Administrator with daily information as
to executed trades,  no later than 12:00 p.m.  (Eastern time) on trade date plus
one to ensure the information is processed in time for pricing.  If there are no
trades,  a report must also be sent  stating  there were no trades for that day.
The  necessary   information  can  be  transmitted  via  facsimile   machine  to
Administrator,  Attention  Maribeth  Whitmore  (fax number  617-426-1219).  Upon
receipt of brokers'  confirmation the Portfolio  Manager or  Administrator  must
notify the other party if any differences exist.

The  reporting of trades by the  Portfolio  Manager to the  Administrator  shall
include the following information:

    1.  Purchase or sale
    2.  Security name and description
    3.  Cusip and symbol
    4.  Number of shares or units
    5.  Sale/purchase price per share or unit
    6.  Commission rate per share and aggregate commission or indicate net if so
    7.  Executing broker and clearing bank, if any
    8.  Trade date
    9.  Settlement date
   10.  Interest purchased or sold, if applicable
   11.  Total net amount of the transaction
   12.  If other than HIGH COST is to be used on a sale, it must be identified
   13.  Name of Fund and Portfolio Manager must be identified on trade ticket
   14.  Sequential numbering of all trades is also recommended

For confirmation of trades, please advise the brokers to use the Custodian's DTC
ID system number (No.  27028) to facilitate  the receipt of  information  by the
Custodian. In addition, the Portfolio Manager should arrange to have a duplicate
confirmation  sent to the  Administrator  as an  interested  party.  Please have
confirms linked to the Administrator's existing sign on: Nl99.

1.    All DTC Eligible Securities

             Depository Trust Company (DTC)
             Agent Bank Name:  Chase Manhattan
             Agent Bank Number:  27028
             Agent Bank Clearing Number:  902

2.   Delivery Instructions
     All Physical Securities
             Chase Manhattan Bank
             4 New York Plaza
             Ground Floor Window
             New York, NY 10004
             Ref:  (Name of Fund)

All Government Issues delivered through book entry

           The Chase Manhattan Bank
           021000021
           CMB/CUST/Account Number/Account Name

Wire Instructions
           The Chase Manhattan Bank
           ABA #021000021
           For credit to account 900-9-000127
           For Further Credit to:
                                                 Chase Account Number
                                                 Chase Account Name

The Custodian will supply the Portfolio  Manager daily with a cash  availability
report.  This will  normally be done by fax so that the  Portfolio  Manager will
know the amount available for investment purposes.

Chase Account Numbers
Liberty All-Star Growth Fund
Weatherbie                 P51886
Oppenheimer                P51887
William Blair              P51888

<PAGE>

                       LIBERTY ALL-STAR GROWTH FUND, INC.
                         Portfolio Management Agreement
                                   SCHEDULE B

      RECORDS TO BE MAINTAINED BY THE PORTFOLIO MANAGER

1.   (Rule  3la-1(b)(5) and (6)) A record of each brokerage order, and all other
     portfolio  purchases and sales, given by the Portfolio Manager on behalf of
     the Fund for, or in connection  with,  the purchase or sale of  securities,
     whether executed or unexecuted. Such records shall include:

A.    The name of the broker;

B.    The terms and conditions of the order and of any modifications or
      cancellation thereof;

C.    The time of entry or cancellation;

D.    The price at which executed;

E.    The time of receipt of a report of execution; and

F.    The name of the person who placed the order on behalf of the Fund.

2.   (Rule  31a-1(b)(9)) A record for each fiscal quarter,  completed within ten
     (10) days after the end of the quarter,  showing  specifically the basis or
     bases upon which the  allocation  of orders  for the  purchase  and sale of
     portfolio  securities  to named  brokers or dealers was  effected,  and the
     division of brokerage  commissions or other  compensation  on such purchase
     and sale orders. Such record:

A.    Shall include the consideration given to:

      (i)      The sale of shares of the Fund by brokers or dealers.

      (ii)     The supplying of services or benefits by brokers or dealers to:

                  (a)    The Fund;

                  (b)    The Manager (Liberty Asset Management Company);

                  (c)    The Portfolio Manager; and

                  (d)    Any person other than the foregoing.

      (iii)    Any other consideration other than the technical qualifications
               of the brokers and dealers as such.

B.    Shall show the nature of the services or benefits made available.

C.    Shall describe in detail the application of any general or specific
      formula or other  determinant used in arriving at such allocation of
      purchase and sale orders and such  division of brokerage  commissions  or
      other compensation.

D.    The name of the person responsible for making the determination of such
      allocation and such division of brokerage commissions or other
      compensation.

3.   (Rule  3la-l(b)(10))  A  record  in the form of an  appropriate  memorandum
     identifying  the person or persons,  committees or groups  authorizing  the
     purchase or sale of portfolio securities. Where an authorization is made by
     a committee  or group,  a record  shall be kept of the names of its members
     who  participate in the  authorization.  There shall be retained as part of
     this record:  any memorandum,  recommendation or instruction  supporting or
     authorizing  the  purchase or sale of portfolio  securities  and such other
     information as is appropriate to support the authorization.1

4.   (Rule 31a-1(f)) Such accounts, books and other documents as are required to
     be  maintained  by  registered  investment  advisers by rule adopted  under
     Section  204 of the  Investment  Advisers  Act of 1940,  to the extent such
     records are  necessary or  appropriate  to record the  Portfolio  Manager's
     transactions with the Fund.

5.   A record of approvals if any, and the rationale  supporting  such approval,
     supporting any direct or indirect  acquisition  by investment  personnel of
     the Portfolio Manager of a beneficial  interest in securities in an initial
     public offering or private placement.

6.   A record of issues that arise under the Portfolio  Manager's code of ethics
     or procedures relating thereto,  including without limitation,  information
     about  material  code or  procedure  violations  and  sanctions  imposed in
     response thereto.

7.   A record of personal  securities  reports made by access  persons under the
     Portfolio  Manager's code of ethics initially,  annually and on a quarterly
     basis and the names of persons responsible for reviewing these reports.

<PAGE>

8.   Such  other  records  as  are  required  to  be  maintained  by  registered
     investment  advisers of investment  companies  pursuant to Rule 17j-1 under
     the Investment Company Act.

- --------
1 Such information might include: the current Form 10-K, annual and quarterly
reports, press releases, reports by analysts and from brokerage firms (including
their recommendation:  i.e., buy, sell, hold) or any internal reports or
portfolio manager reviews.





<PAGE>


                                   SCHEDULE C

                              PORTFOLIO MANAGER FEE


     For services  provided to the Portfolio  Manager Account,  the Fund Manager
will pay to the Portfolio  Manager,  on or before the fifth business day of each
calendar quarter, a fee for the previous calendar quarter at the rate of:

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

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

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

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





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
