<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>
