<DOCUMENT>
<TYPE>N-2/A
<SEQUENCE>1
<FILENAME>pre_effectiveno2.txt
<DESCRIPTION>PRE-EFFECTIVE AMENDMENT NO. 2
<TEXT>

    As filed with the Securities and Exchange Commission on August 23, 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
[ ]      Pre-Effective Amendment No. _________

[X]      Post-Effective Amendment No. 1

                                      and

[X]      REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X]      Amendment No. 16

                        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
         --------.

<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
Supplement dated August 23, 2001 to Prospectus dated August 7, 2001

Suspension and Recommencement of Offering. In accordance with an undertaking
required by the Securities and Exchange Commission, the Fund temporarily
suspended the Offering as of the close of business on August 21, 2001 because of
a greater than 10% decline in net asset value per Share from the time of
effectiveness of the Prospectus. Upon effectiveness of the Prospectus, the net
asset value per Share was $9.02. At the close of business on August 21, the net
asset value per Share was $8.07. This represents a decline of 10.5%. The Offer
recommenced on August 23, 2001 as of the time of effectiveness of this
supplement.

Change in Estimated Subscription Price. The Fund 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 at the close of business on June 20, 2001
and August 21, 2001 was $9.09 and $8.07, respectively, and the last reported
sale price on such Exchange on those dates was $9.45 and $8.13, respectively.


                Subscription Price(1)   Sales Load     Proceeds to Fund(2)
Per Share...      $7.67                     NONE            $7.67
Total......      $16,243,380                NONE       $16,243,380

(1)  Estimate based on an assumed Subscription Price of 95% of the net asset
     value on August 21, 2001
(2)  Before deduction of expenses payable by the Fund, estimated at $150,000.

All references to the estimated Subscription Price in the Prospectus are revised
accordingly.

Subscriptions Made Prior to Suspension. The temporary suspension of the Offering
does not require that Shareholders who previously subscribed for Shares take any
action. Such subscription requests will continue to be processed as submitted.
However, these Shareholders have the right if they choose to cancel their
subscription requests by written request via U.S. mail. Shareholders who
exercised their subscription rights through securities brokers and wish to
cancel should submit their cancellation requests to those brokers who will then
notify the Fund. All other cancellation requests should be mailed to the
Subscription Agent at the following address:

                EquiServe
                Attn:  Corporate Actions
                P.O. Box 43025
                Providence, RI  02940-3025

Subscription cancellation requests must be received by the close of business on
the Expiration Date and must include the following information: 1) Full name of
registered Shareholder; 2) telephone contact information for Shareholder; and 3)
total number of Shares subscribed for in Shareholders Subscription Certificate.
In addition, Shareholders required to provide signature guarantees with their
Subscription Certificates also must provide them with their cancellation
requests. Any subscription requests that are not properly revoked will be deemed
to be valid and processed accordingly.

Length of Subscription Period and Other Dates. As of the date of this
supplement, the length of the Subscription Period, the Expiration Date, the
Pricing Date, the deadline for payment of subscriptions, the confirmation date
for subscriptions and the deadline for unpaid balances are not expected to
change as a result of the suspension. However, the Fund reserves the right to
extend the Subscription Period and these other related dates as described in the
Prospectus.

No Other Changes.  Except as described in this supplement, the terms of the
Offering and all other information concerning the Fund described in the
Prospectus remain unchanged.

<PAGE>


<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 CITY 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 20 AND "INVESTMENT OBJECTIVE,
POLICIES AND RISKS" BEGINNING ON PAGE 23 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 $8.89, respectively, and the last reported sale
price of a share on such Exchange on those dates was $9.45 and $9.20,
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>
<Caption>
                                                     SUBSCRIPTION PRICE(1)   SALES LOAD   PROCEEDS TO ALL-STAR(2)
<S>                                                  <C>                     <C>          <C>
Per share..........................................          $8.45           NONE               $17,895,249
Total..............................................          $8.45           NONE               $17,895,249
</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 7, 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 32 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 7, 2001.
<Page>
                               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
  Date.......................................  One Right for every one Share

Number of Shares you may purchase with your
  Rights at the Subscription Price per
  Share......................................  One Share for every eight Rights

Subscription Price...........................  95% of the lower of (i) the last reported
                                               sale price on the 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 additional 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

                                       2
<Page>
 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

                                       3
<Page>
 IMPORTANT DATES TO REMEMBER

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

<Table>
<Caption>
EVENT                                                  DATE
<S>                                                    <C>
Record Date..........................................  August 6, 2001
Subscription Period..................................  August 10, 2001 through
                                                       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 Date.........................................  September 11, 2001
Deadline for payment of final Subscription Price
pursuant to Notice of Guaranteed Delivery............  September 13, 2001
Confirmation to Registered Shareholders..............  September 24, 2001
For Registered Shareholders' Subscriptions--deadline
for payment of unpaid balance if final Subscription
Price is higher than Estimated Subscription Price....  October 4, 2001
</Table>

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

     * Unless the Offer is extended.

 OFFERING FEES AND EXPENSES

     Offering expenses incurred by the Fund are estimated to be $150,000.

 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, Policies and
 Risks."

                                       4
<Page>
     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 $150,584,102, and 16,942,250 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.

                                       5
<Page>
 SPECIAL CONSIDERATIONS AND RISK FACTORS

     The following summarizes some of the matters that you should consider
 before investing in All-Star through the Offer.

<Table>
<S>                                    <C>
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 totaling 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.
</Table>

                                       6
<Page>

<Table>
<S>                                    <C>
                                       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.
</Table>

     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.

                                       7
<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").

<Table>
<S>                                        <C>
Sales Load...............................  None(l)

Automatic Dividend Reinvestment and Cash   $1.25 per voluntary cash investment
  Purchase Plan Fees.....................
</Table>

(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)

<Table>
<S>                                                           <C>
Management and Administrative Fees..........................    1.00%

Other Expenses..............................................    0.24%
                                                                ----

Total Annual Expenses.......................................    1.24%
</Table>

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

<Table>
<Caption>
1 YEAR                  3 YEARS    5 YEARS    10 YEARS
------                  -------    -------    --------
<S>                     <C>        <C>        <C>
13.......$...             $39        $68        $150
</Table>

    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 $8.45 per share. See "Financial Highlights" for
All-Star's actual ratio of expenses to average net assets for the year ended
December 31, 2000.

                                       8
<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. 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
                                                   --------   --------   --------   --------   --------
<S>                                                <C>        <C>        <C>        <C>        <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value at beginning of year.............   $13.44    $ 13.03    $ 12.89    $ 11.27     $10.55
                                                    ------    -------    -------    -------     ------
Income from Investment Operations:
  Net investment income (loss)...................    (0.09)     (0.05)     (0.03)     (0.02)      0.01
  Net realized and unrealized gains (losses) on
    investments..................................    (1.15)      1.83       1.73       2.88       1.86
                                                    ------    -------    -------    -------     ------
Total from Investment Operations.................    (1.24)      1.78       1.70       2.86       1.87
                                                    ------    -------    -------    -------     ------

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

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

RATIOS AND SUPPLEMENTAL DATA:
Net assets at end of year (millions).............   $  180    $   219    $   199    $   167     $  137
Ratio of expenses to average net assets..........     1.21%      1.20%      1.22%      1.20%      1.35%
Ratio of net investment income (loss) to average
  net assets.....................................    (0.71)%    (0.37)%    (0.22)%    (0.18)%     0.06%
Portfolio turnover rate..........................       62%        71%        33%        57%        51%
</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.

                                       9
<Page>

<Table>
<Caption>
                                                               FOR THE YEAR ENDED DECEMBER 31,
                                                     ----------------------------------------------------
                                                       1995       1994       1993       1992       1991
                                                     --------   --------   --------   --------   --------
<S>                                                  <C>        <C>        <C>        <C>        <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value at beginning of year...............   $ 9.95     $10.54    $ 10.28     $10.40     $ 9.90
                                                      ------     ------    -------     ------     ------
Income from Investment Operations:
  Net investment income (loss).....................     0.31       0.23       0.18       0.29       0.44
  Net realized and unrealized gains (losses) on
    investments....................................     1.05      (0.24)      0.56       0.03       0.71
                                                      ------     ------    -------     ------     ------
Total from Investment Operations...................     1.36      (0.01)      0.74       0.32       1.15
                                                      ------     ------    -------     ------     ------

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

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

RATIOS AND SUPPLEMENTAL DATA:
Net assets at end of year (millions)...............   $  120     $  113    $   125     $  123     $  125
Ratio of expenses to average net assets............     1.42%      1.51%      1.35%      1.33%      1.31%
Ratio of net investment income (loss) to average
  net assets.......................................     2.87%      2.12%      1.71%      2.80%      4.17%
Portfolio turnover rate............................       82%        50%        47%        19%        25%
</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.

                                       10
<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
                                      PRICE        VALUE        VALUE         PRICE       VALUE        VALUE
                                    ----------   ---------   ------------   ---------   ---------   ------------
<S>                                 <C>          <C>         <C>            <C>         <C>         <C>
1999
1st Quarter.......................    $11.938     $13.35        -10.6%       $10.125     $12.22        -17.1%
2nd Quarter.......................    $11.500     $13.06        -11.9%       $10.375     $12.47        -16.8%
3rd Quarter.......................    $11.438     $12.73        -10.1%       $ 9.688     $11.55        -16.1%
4th Quarter.......................    $10.938     $13.49        -18.9%       $ 9.313     $11.15        -16.5%

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

2001
1st Quarter.......................    $10.910     $10.90          0.1%       $  8.00     $ 8.34         -4.1%
2nd Quarter.......................    $10.280     $ 9.83          1.9%       $  7.95     $ 7.62          5.1%
</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 $8.89. The
last reported sale price of an All-Star Share on that day was $9.20,
representing a premium to net asset value of 3.5%.

                                       11
<Page>
                             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>
<Caption>
                                      NO. 1 ALL-   NO. 2 ALL-    LIPPER MULTI-CAP         NASDAQ
                                       STAR NAV    STAR PRICE   GROWTH FUND AVERAGE   COMPOSITE INDEX
                                      ----------   ----------   -------------------   ---------------
<S>                                   <C>          <C>          <C>                   <C>
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.

                                       12
<Page>
                                   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 City 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

                                       13
<Page>
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:

<Table>
<Caption>
HOLDER'S RECORD DATE POSITION
-----------------------------
<S>                                  <C>        <C>
Total Record Date Position of all               Excess Shares Remaining
  Oversubscribers..................  X
</Table>

    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

                                       14
<Page>
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 6, 2001 was $9.09 and $8.89,
respectively, and the last reported sale price of a Share on the NYSE on those
dates was $9.45 and $9.20, respectively, representing a 4.0% and a 3.5% 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 City 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., New York City 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.

                                       15
<Page>
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 City 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>
<Caption>
SUBSCRIPTION CERTIFICATE
DELIVERY METHOD                     ADDRESS
------------------------            -------
<S>                                 <C>
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 Express  EquiServe
  Mail:                             Attn: Corporate Actions
                                    40 Campanelli Drive
                                    Braintree, MA 02184

By Broker-Dealer or other Nominee:  Shareholders whose Shares are held in a brokerage, bank or
(Notice of Guaranteed Delivery)     trust account may contact their broker or other nominee and
                                    instruct them to submit a Notice 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.

                                       16
<Page>
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 City 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 $8.75 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 City
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 City 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

                                       17
<Page>
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., NEW YORK
CITY 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 September 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.

                                       18
<Page>
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,

                                       19
<Page>
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 assumed
Subscription Price of $8.45 and after deducting all expenses related to the
issuance of the Shares.

<Table>
<Caption>
                                                                           DILUTION
                                                     NAV PER SHARE ON    PER SHARE IN    PERCENTAGE
                                                      AUGUST 6, 2001       DOLLARS        DILUTION
                                                     ----------------   --------------   ----------
<S>                                                  <C>                <C>              <C>
Primary Subscription or 2,117,781 Shares                   $8.89            $0.06           0.67%
</Table>

                                       20
<Page>
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 3, 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 3, 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 $8.45 per share, are estimated to be
approximately $17,745,249, 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, Policies and Risks" 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.

                                       21
<Page>
    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

                                       22
<Page>
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.

                                       23
<Page>
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. In addition, All-Star's portfolio is subject to the risks
associated with growth stocks. Growth stock prices may be more sensitive to
changes in current or expected earnings than the prices of other stocks, and
growth stocks may not perform as well as value stocks or the stock market in
general. 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

                                       24
<Page>
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

                                       25
<Page>
below (fees are payable quarterly based on the indicated percentage of the
Fund's average weekly net assets during the prior quarter).

<Table>
<Caption>
                       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
---------------        ------------------------                    -----------------   ----------
<S>                    <C>                                         <C>                 <C>
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 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

    The Chase Manhattan Bank, 270 Park Avenue, New York, New York 10017, is
All-Star's custodian. EquiServe Trust Company, N.A., 150 Royall Street, Canton,
Massachusetts 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.

                                       26
<Page>
                             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
terms 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.

                                       27
<Page>
    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 totaling 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

                                       28
<Page>
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

                                       29
<Page>
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

                                       30
<Page>
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 July 31, 2001,
All-Star's investments had net unrealized gains of $17,641,362. 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.

                                       31

<PAGE>
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

<Table>
<S>                                                           <C>
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
</Table>

                                       32
<Page>
                                   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 19% 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, 1999. 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.

                                      A-1
<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

<Table>
<S>                                    <C>
Prospectus Summary...................       2
Expenses.............................       8
Financial Highlights.................       9
Share Price Data.....................      11
Investment Performance...............      12
The Offer............................      13
Special Considerations and Risk
  Factors............................      20
Use of Proceeds......................      21
History of the Fund..................      21
The Multi-Manager Concept............      22
Investment Objective, Policies and
  Risks..............................      23
Management of All-Star...............      25
Description of Shares................      27
Distributions; Automatic Dividend
  Reinvestment and Cash Purchase
  Plan...............................      28
Tax Status...........................      30
General..............................      31
Statement of Additional
  Information........................      32
Appendix A--
  Information about the Portfolio
    Managers.........................     A-1
</Table>

                                     [LOGO]

                                    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 7, 2001

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

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

                                 August 7, 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





                                        1




<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   Objective,
Policies and Risks."

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, Policies and Risks" 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.

                                        2
<PAGE>

     (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.

     (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 "1940 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.

                                       3

<PAGE>

                     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, Policies and Risks"
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 1940 Act, 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.

                                     4

<PAGE>


Custodian and Pricing and Bookkeeping Agent

     The Chase Manhattan Bank (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.

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;
2850 South Ocean Blvd., #514      President and Chief Executive Officer,
Palm Beach, FL  33480             Distribution Management Systems, Inc.
                                  (1983 to May, 1986); Senior Vice President,
                                  Operations, The Rockport
                                  Company (importer and
                                  distributor of shoes) (May,
                                  1986 to November, 1988).

                                    5
<PAGE>

Name (Age) and Address            Position with Principal Occupation During Past
----------------------            Five Years
                                  ----------------------------------------------

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
500 Park Avenue, 5th Floor        Founding Partner, Development Capital, LLC
New York, NY  10022               from November, 1996 to 1998; Dean and
                                  Professor, College of Business and Management,
                                  University of Maryland from
                                  October, 1992 to November,
                                  1996); Director, Lee Enterprises
                                  (print and on-line media); WR
                                  Hambrecht & Co (financial
                                  service provider); Systech
                                  Retail Systems (retail
                                  industry technology
                                  provider)).

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); Director,
Chestnut Hill, MA  02467-3838     Saucony, Inc.


Joseph R. Palombo* (48)            Chief Operations Officer of Mutual Funds,
Liberty Financial Companies, Inc.  Liberty Financial
600 Atlantic Avenue                since August, 2000; Executive Vice
Boston, MA 02210                   President and Director of Colonial
                                   since April, 1999; Executive
                                   Vice President and Chief
                                   Administrative Officer of
                                   Liberty Funds Group LLC (LFG)
                                   since April, 1999; Director of
                                   Stein Roe & Farnham Incorporated (Stein Roe)
                                   since September, 2000; Trustee and Chairman
                                   of the Board of Stein Roe
                                   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).

                                        6
<PAGE>

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

<TABLE>
<CAPTION>
Name (Age) and Address                Position with All-Star          Principal Occupation During Past Five Years
----------------------                ----------------------          -------------------------------------------

<S>                                   <C>                             <C>
William R. Parmentier, Jr. (48)       President, Chief Executive      President and Chief Executive Officer
Liberty Asset Management Co.          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), LAMCO;
                                                                      Chief Investment Officer,
                                                                      Grumman Corporation (from 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
                                                                      Liberty Financial since August, 2000; Senior Vice
                                                                      President, Legal since January, 1999
                                                                      of LFG; Executive Vice President and
                                                                      Assistant Secretary of Stein Roe since
                                                                      January, 2001 (formerly General
                                                                      Counsel and Secretary of Stein Roe from
                                                                      January, 1998 to December, 1999;
                                                                      Vice President and Associate
                                                                      General Counsel of Liberty Financial from August,
                                                                      1993 to December, 1998).

Christopher S. Carabell (37)          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, LAMCO
Boston, MA  02210                                                     (March, 1996 to January,
                                                                      1999); Associate Director, U.S.
                                                                      Equity Research, BARRA Rogers
                                                                      Casey, investment consultants
                                                                      (from January, 1995 to February,
                                                                      1996).
</TABLE>

                                                7


<PAGE>

<TABLE>
<CAPTION>
Name (Age) and Address                Position with All-Star          Principal Occupation During Past Five Years
----------------------                ----------------------          -------------------------------------------
<S>                                   <C>                             <C>
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), LAMCO.

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 Senior Counsel of Colonial since
                                                                      October, 1997; Vice President and
                                                                      Senior 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>

                                                     8
<PAGE>
<TABLE>
<CAPTION>
Name (Age) and Address                Position with All-Star          Principal Occupation During Past Five Years
----------------------                ----------------------          -------------------------------------------
<S>                                   <C>                             <C>
Michelle G. Azrialy (32)              Controller                      Controller of the Liberty Funds and
Liberty Funds Group                                                   of the Liberty All-Star Funds since
One Financial Center                                                  May, 2001; Vice President of LFG since
Boston, MA  02111                                                     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).

Vicki Benjamin (39)                   Chief Accounting Officer        Chief Accounting Officer of the
Liberty Funds Group                                                   Liberty Funds, Stein Roe Funds and of the Liberty
One Financial Center                                                  All-Star Funds since June, 2001; Vice
Boston, MA  02111                                                     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 of 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
Trustees 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 Advantage Fund, 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,

                                          9

<PAGE>
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. 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 the
year ended December 31 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.

                                                     Total Compensation from the
Name                    Aggregate Compensation         Liberty All-Star Funds
----                        from the Fund               (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

(1)  Resigned 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 Liberty Financial.

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.

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 of the
     Liberty Funds and an employee of Liberty Financial.

                                     10

<PAGE>

                         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,  Variable  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

                                     11
<PAGE>

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  services  to the
Portfolio  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  discretion  is exercised by the Portfolio
Manager.

     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 1940 Act.
uring 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 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.
PricewaterhouseCoopers  LLP provides audit and tax return  preparation  services
and  assistance  and  consultation  in  connection  with 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,

                                       12
<PAGE>
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.

                                      13

<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(4)

             (c)             Not Applicable

             (d)(1)          Form of  Specimen Certificate for shares of
                             Common Stock(1)

             (d)(2)          Form of Subscription Certificate(4)

             (d)(3)          Form of Notice of Guaranteed Delivery(4)

             (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(4)

             (g)(2)          Portfolio Management Agreement between Liberty
                             All-Star Growth Fund, Inc., Liberty Asset
                             Management Company and William Blair & Company,
                             L.L.C.(4)

             (g)(3)          Portfolio Management Agreement between Liberty
                             All-Star Growth Fund, Inc., Liberty Asset
                             Management Company and M.A. Weatherbie & Co.,
                             Inc.(4)

             (g)(4)          Portfolio Management Agreement between Liberty
                             All-Star Growth Fund, Inc., Liberty Asset
                             Management Company and TCW Investment Management
                             Company(4)

             (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(4)

             (k)(5)          Form of Information Agent Agreement(4)

             (l)             Opinion and Consent of Counsel(5)

             (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.
(4)  Incorporated by reference to Pre-Effective Amendment No. 1 filed with the
     Commission via EDGAR on August 3, 2001.
(5)  Incorporated by reference to Pre-Effective Amendment No. 2 filed with the
     Commission via EDGAR on August 3, 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 8/22/01:  3,170


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 23rd 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 23, 2001
-----------------------------       executive officer)
/s/William R. Parmentier, Jr.


/s/J. KEVIN CONNAUGHTON             Treasurer and Principal   August 23, 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 23, 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
--------  --------------------------------------------------

(n)(1)    Consent of Independent Accountants -
           PricewaterhouseCoopers LLP
(n)(2)    Consent of Independent Auditors - KPMG, LLP




</TEXT>
</DOCUMENT>
