<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.





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</DOCUMENT>
