<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

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