<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>
