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<SEC-DOCUMENT>0000810891-02-000002.txt : 20020414
<SEC-HEADER>0000810891-02-000002.hdr.sgml : 20020414
ACCESSION NUMBER:		0000810891-02-000002
CONFORMED SUBMISSION TYPE:	NSAR-B
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20011231
FILED AS OF DATE:		20020228

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LIBERTY ALL STAR GROWTH FUND INC /MD/
		CENTRAL INDEX KEY:			0000786035
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		NSAR-B
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-04537
		FILM NUMBER:		02562227

	BUSINESS ADDRESS:	
		STREET 1:		LIBERTY INVESTMENT SERVICES, INC
		STREET 2:		600 ATLANTIC AVE
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02210-2214
		BUSINESS PHONE:		3019865866

	MAIL ADDRESS:	
		STREET 1:		LIBERTY INVESTMENT SERVICES INC
		STREET 2:		600 ATLANTIC AVE
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02210

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ALLMON CHARLES TRUST INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GROWTH STOCK OUTLOOK TRUST INC
		DATE OF NAME CHANGE:	19910807
</SEC-HEADER>
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<TEXT>
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<PAGE>      PAGE  10
SIGNATURE   DOUGLAS RODES
TITLE       VICE PRESIDENT


</TEXT>
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77C Matters submitted by a vote of security holders

Liberty All-Star Growth Fund, Inc.

(a) On September 26, 2001, a Special Meeting of Shareholders of Liberty All-Star
Growth Fund, Inc. (Fund) was held to approve the following items, as described
in the Proxy Statement for the Meeting. On July 16, 2001, the record date for
the Meeting, the Fund had 16,942,250.000 outstanding shares of beneficial
interest. The votes cast at the Meeting were as follows:

(b)   not applicable

(c)1 To approve a new Investment Advisory Agreement.

For:                        14,272,923.931       shares of beneficial interest
                                                 being a majority of the shares
                                                 represented at the Meeting
Against:                       365,097.573       shares of beneficial interest
Abstain:                       231,023.165       shares of beneficial interest

(c)2. To approve a new Portfolio Management Agreement with TCW Investment
Management Company.

For:                         14,257,986.098       shares of beneficial interest
                                                  being a majority of the shares
                                                  represented at the Meeting
Against:                        371,393.951       shares of beneficial interest
Abstain:                        239,664.620       shares of beneficial interest

(c)3. To approve a new Portfolio Management Agreement with William Blair &
Company L.L.C.

For:                          14,263.791.468      shares of beneficial interest
                                                  being a majority of the shares
                                                  represented at the Meeting
Against:                         369,567.344      shares of beneficial interest
Abstain:                         235,685.857      shares of beneficial interest

(c)4. To approve a new Portfolio Management Agreement with M.A. Weatherbie & Co.

For:                          14,239,284.027     shares of beneficial interest
                                                 being a majority of the shares
                                                 represented at the Meeting
Against:                         390,113.742     shares of beneficial interest
Abstain:                         239,646.900     shares of beneficial interest

(d) not applicable

(proxy statment incorporated herein by reference to Accession Number
0000950135-01-502259)


77L Changes in accounting principles and practices

Liberty All Star Growth  Fund (Fund)

     The Fund has proposed to revoke its ss.171(c) election under the Internal
Revenue Code, thus changing its accounting method for premium amortization.
77Q1 Exhibits

                    LIBERTY ALL-STAR GROWTH FUND, INC.

                            FUND MANAGEMENT AGREEMENT

    FUND MANAGEMENT AGREEMENT dated November 1, 2001 between Liberty All-Star
Growth Fund, Inc., a corporation organized under the laws of the State of
Maryland (the "Company"), and Liberty Asset Management Company, a corporation
organized under the laws of the State of Delaware (the "Manager").

    WHEREAS, the Company desires to employ the Manager (i) to provide certain
administrative services as described herein to the Company, and (ii) to provide
investment management services as described herein in accordance with the
Company's investment objective and policies as stated in the Company's
Registration Statement, as from time to time in effect, under the Investment
Company Act of 1940 (the "Investment Company Act") and in conformity with the
Company's Articles of Incorporation and the Investment Company Act, as the same
may from time to time be amended.

    WHEREAS the Manager is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended, and desires to provide services to
the Company in consideration of and on the terms and conditions hereinafter set
forth;

    NOW, THEREFORE, the Company and the Manager agree as follows:

    1. Employment of the Manager. The Company hereby employs the Manager to
administer its business and administrative operations as set forth in Section
2(A) of this Agreement, and to manage the investment and reinvestment of the
Company's assets as set forth in Section 2(B) below, all subject to the
direction of the Board of Directors of the Company, for the period, in the
manner, and on the terms hereinafter set forth. The Manager hereby accepts such
employment and agrees during such period to render the services and to assume
the obligations herein set forth. The Manager shall for all purposes herein be
deemed to be an independent contractor and shall, except as expressly provided
or authorized (whether herein or otherwise), have no authority to act for or
represent the Company in any way or otherwise be deemed an agent of the Company.

     2.  Obligation  of and Services to be Provided by the Manager.  The Manager
undertakes  to  provide  the  services  hereinafter  set forth and to assume the
following obligations:

    A. Administrative Services

    (1) The Manager shall provide, either directly or through an affiliate,
general administrative services and oversee the operations of the Company
("Administrative Services"). The Administrative Services shall not include
custodial, transfer agency, or pricing and bookkeeping services, but shall
include, without limitation:

        (i) the maintenance of the Company's offices within the Manager's
    offices in Boston, Massachusetts and the maintenance of the corporate books
    and records of the Company, other than the books and records maintained by
    the transfer agent, the custodian or the fund accountant of the Company, and
    making arrangements for the meetings of the Directors of the Company,
    including the preparation of agendas and supporting materials therefor;

        (ii) the preparation of such financial information as is reasonably
    necessary for reports to shareholders of the Company, reports to the Board
    of Directors and the officers of the Company, and reports of the Company to
    the Securities and Exchange Commission, the Internal Revenue Service and
    other Federal and state regulatory agencies;

        (iii) the provision of such advice that may be reasonably necessary
    properly to account for the Company's financial transactions and to maintain
    the Company's accounting procedures and records so as to insure compliance
    with generally accepted accounting and tax practices and rules;

        (iv) the monitoring of the preparation and maintenance by the Company's
    custodian or other agents of all records that may be reasonably required in
    connection with the audit performed by the Company's independent auditors,
    the Securities and Exchange Commission, the Internal Revenue Service or
    other Federal or state regulatory agencies;

          (v) the preparation of  communications  and reports to shareholders of
     the Company and making arrangements for meetings of such shareholders;

        (vi) the preparation and filing of all reports and all updating and
    other amendments to the Company's registration statements necessary to
    maintain the registration of the Company under the 1940 Act and the listing
    of its common stock on the New York Stock Exchange;

        (vii) the preparation of the Company's tax returns;

        (viii) the periodic computation, and reporting as necessary to the
    Directors of the Company, of the Company's compliance with its investment
    objective, policies and restrictions and the portfolio diversification and
    other portfolio requirements of the Investment Company Act and the Internal
    Revenue Code of 1986, as amended (the "Code"); and

        (ix) the negotiation of agreements or other arrangements with, and
    general oversight and coordination of, agents and others retained by the
    Company to provide custodial, transfer agency, net asset value computation,
    portfolio accounting, legal, tax and accounting services.

    (2) The Manager will permit individuals who are officers or employees of the
Manager to serve (if duly elected or appointed) as officers, Directors, members
of any committee of the Board of Directors, members of any advisory board, or
members of any other committee of the Company, without remuneration or other
cost to the Company.

    B. Investment Management Services.

        (1) The Manager shall have overall supervisory responsibility for the
    general management and investment of the Company's assets, subject to and in
    accordance with the investment objectives and policies of the Company, and
    any directions which the Board of Directors of the Company may issue to the
    Manager from time to time.

        (2) The Manager shall provide overall investment programs and strategies
    with respect to the Company's assets, shall revise such programs as
    necessary and shall monitor and report periodically to the Board of
    Directors of the Company concerning the implementation of the programs.

        (3) The Company intends to appoint one or more persons or companies
    ("Portfolio Managers"), each such Portfolio Manager to have full investment
    discretion and to make all determinations with respect to the investment and
    reinvestment of the portion of the Company's assets assigned to that
    Portfolio Manager by the Manager and the purchase and sale of portfolio
    securities with those assets, all within the Company's investment
    objectives, policies and restrictions, and the Company will take such steps
    as may be necessary to implement such appointments. The Manager shall not be
    responsible or liable for the investment merits of any decision by a
    Portfolio Manager to purchase, hold or sell a security for the portfolio of
    the Company. The Manager shall advise the Board of Directors of the Company
    which Portfolio Managers the Manager believes are best suited to invest the
    Company's assets; shall monitor and evaluate the investment performance of
    each Portfolio Manager employed by the Company; shall allocate and
    reallocate from time to time, in its discretion, the portion of the
    Company's assets to be managed by each Portfolio Manager; shall recommend
    changes of or additional Portfolio Managers when appropriate; and shall
    coordinate the investment activities of the Portfolio Managers to ensure
    compliance with the Company's investment policies and restrictions and
    applicable laws, including the Investment Company Act and the Code.

        (4) The Manager shall render regular reports to the Company, at regular
    meetings of the Board of Directors, of, among other things, the decisions
    which it has made with respect to the allocation of the Company's assets
    among Portfolio Managers.

    3. Allocation of Expenses

    (1) Expenses paid by the Manager. The Manager shall at its own expense
furnish or provide and pay the cost of such office space, office equipment,
personnel and office services as the Manager requires for the performance of its
administrative and investment management services hereunder. The Manager shall
not be obligated to bear any other expenses incidental to the operations or
business of the Company, and the payment or assumption by the Manager of any
expense of the Company that the Manager is not required by this Agreement to pay
or assume shall not obligate the Manager to pay or assume the same or any
similar expense on any subsequent occasion.

    (2) Expenses paid by the Company. The Company shall pay all expenses
incurred in the operation of the Company including, among other things, expenses
for legal and auditing services, costs of printing proxies, stock certificates
and shareholder reports, charges of the custodian, any sub-custodian and
transfer agent, Securities and Exchange Commission fees, fees and expenses of
Directors of the Company who are not "affiliated persons" (as defined in the
Investment Company Act) of the Manager, any other investment adviser of the
Company, or any of their affiliated persons, accounting and pricing costs,
membership fees in trade associations, insurance, interest, brokerage costs,
taxes, stock exchange listing fees and expenses, expenses of qualifying the
Company's shares for sale in various states, litigation and other extraordinary
or nonrecurring expenses, and other expenses properly payable by the Company.

    4.   Activities and Affiliates of the Manager.

        A. The services of the Manager to the Company hereunder are not to be
    deemed exclusive, and the Manager and any of its affiliates shall be free to
    render similar services to others. The Manager shall use the same skill and
    care in the management of the Company's assets as it uses in the
    administration of other accounts to which it provides asset management,
    consulting and portfolio manager selection services, but shall not be
    obligated to give the Company more favorable or preferential treatment
    vis-a-vis its other clients.

        B. Subject to and in accordance with the Articles of Incorporation and
    By-Laws of the Company and to Section 10(a) of the Investment Company Act,
    it is understood that Directors, officers, agents and shareholders of the
    Company may be interested in the Manager or its affiliates as directors,
    officers, agents or stockholders of the Manager or its affiliates; that
    directors, officers, agents and stockholders of the Manager or its
    affiliates are or may be interested in the Company as Directors, officers,
    agents, shareholders or otherwise; that the Manager or its affiliates may be
    interested in the Company as shareholders or otherwise; and that the effect
    of any such interests shall be governed by the Investment Company Act.

     5.   Fees  for   Services:   Compensation   of  Portfolio   Managers.   The
          compensation  of the Manager  for its  services  under this  Agreement
          shall  be  calculated  and  paid by the  Fund in  accordance  with the
          Exhibit I attached  hereto.  The Manager will compensate the Portfolio
          Managers as provided in Exhibit I.

    6. Liabilities of the Manager.

        A. In the absence of willful misfeasance, bad faith, gross negligence,
    or reckless disregard of obligations or duties hereunder on the part of the
    Manager, the Manager shall not be subject to liability to the Company or to
    any shareholder of the Company for any act or omission in the course of, or
    connected with, rendering services hereunder or for any losses that may be
    sustained in the purchase, holding or sale of any security.

        B. No provision of this Agreement shall be construed to protect any
    Director or officer of the Company, or the Manager, from liability in
    violation of Sections 17(h) and (i) of the Investment Company Act.

    7. Renewal and Termination.
       ------------------------

        A. This Agreement shall continue in effect until July 31, 2003, and
    shall continue from year to year thereafter provided such continuance is
    specifically approved at least annually by (i) the Company's Board of
    Directors or (ii) a vote of a "majority" (as defined in the Investment
    Company Act) of the Company's outstanding voting securities, provided that
    in either event such continuance is also approved by a majority of the Board
    of Directors who are not "interested persons" (as defined in the Investment
    Company Act) of any party to this Agreement, by vote cast in person at a
    meeting called for the purpose of voting on such approval. The aforesaid
    requirement that continuance of this Agreement be "specifically approved at
    least annually" shall be construed in a manner consistent with the
    Investment Company Act and the Rules and Regulations thereunder.

    B. This Agreement:

          (a) may at any time be  terminated  without the payment of any penalty
     either by vote of the Board of  Directors  of the  Company  or by vote of a
     majority of the outstanding voting securities of the Company, on sixty (60)
     days' written notice to the Manager;

          (b) shall  immediately  terminate in the event of its  assignment  (as
     that term is defined in the Investment Company Act); and

          (c) may be  terminated  by the  Manager on sixty  (60)  days'  written
     notice to the Company.

        C. Any notice under this Agreement shall be given in writing addressed
    and delivered or mailed postpaid to the other party to this Agreement at its
    principal place of business.

    8. Use of Name. The Company may use the name "Liberty All-Star" only so long
as this Agreement remains in effect. If this Agreement is no longer in effect,
the Company (to the extent it lawfully can) shall cease using such name or any
other name indicating that it is advised by or otherwise connected with the
Manager. The Manager may grant the non-exclusive right to use the name "Liberty
All-Star" to any other entity, including any other investment company of which
the Manager or any of its affiliates is the investment adviser or distributor.

     9.  Severability.  If any provision of this Agreement shall be held or made
invalid by a court decision,  statute, rule or otherwise,  the remainder of this
Agreement shall not be affected thereby.

     10.  Governing  Law. To the extent that state law has not been preempted by
the provisions of any law of the United States heretofore or hereafter  enacted,
as the  same  may be  amended  from  time  to  time,  this  Agreement  shall  be
administered,  construed and enforced  according to the laws of the Commonwealth
of Massachusetts.

     11. Prior Agreement Superceded.  This Agreement supercedes and replaces the
Fund  Management  Agreement  dated  August 1, 1998  between  the Company and the
Manager.


<PAGE>


    IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed, as of the day and year first written above.

LIBERTY ALL-STAR GROWTH FUND, INC.

By: _________________________________________
Name: William J. Ballou
Title: Assistant Secretary


LIBERTY ASSET MANAGEMENT COMPANY

By: _________________________________________
Name: William R. Parmentier
Title: President, Chief Executive Officer and Chief Investment Officer


<PAGE>

                                    EXHIBIT I

                                   MANAGER FEE

    (A) For the Administrative Services provided to the Company pursuant to
Section 2(A) of this Agreement, the Company will pay to the Manager, on the
first business day of each calendar quarter, a fee for the previous calendar
quarter at the rate of:

        .05% (.20% annually) of the average weekly net assets of the Company up
        to and including $300 million; and

        .045% (.18% annually) of the average weekly net assets of the Company
        exceeding $300 million;

    (B) For the investment management services provided to the Company pursuant
to Section 2(B) of this Agreement, the Company will pay to the Manager, on the
first business day of each calendar quarter, a fee for the previous calendar
quarter at the rate of:

        .20% (.80% annually) of the average weekly net assets of the Company up
        to and including $300 million; and

        .18% (.72% annually) of the average weekly net assets of the Company
        exceeding $300 million.

    (C) Pursuant to Section 5 of this Agreement, the Manager will pay to each
Portfolio Manager, on or before the fifth business day of each calendar quarter,
a fee for the previous calendar quarter at the rate of:

        .10% (.40%  annually) of the  Portfolio  Manager's  Percentage  (as
        defined  below) of the average  weekly net assets of the Company up to
        and including $300 million; and

        .09% (.36% annually) of the Portfolio Manager's Percentage of the
    average weekly net assets of the Company exceeding $300 million.

    Each quarterly payment set forth above shall be based on the average weekly
net assets of the Company during such previous calendar quarter. The fee for the
period from the date this Agreement becomes effective to the end of the calendar
quarter will be prorated according to the proportion that such period bears to
the full quarterly period. Upon any termination of this Agreement before the end
of a calendar quarter, the fee for the part of that calendar quarter during
which this Agreement was in effect shall be prorated according to the proportion
that such period bears to the full quarterly period and will be payable upon the
date of termination of this Agreement. For the purpose of determining fees
payable to the Manager, the value of the Company's net assets will be computed
at the times and in the manner specified in the Company's Registration Statement
under the Investment Company Act as from time to time in effect.

    "Portfolio Manager's Percentage" means the percentage obtained by dividing
the average weekly net assets of that portion of the Company's assets assigned
to that Portfolio Manager by the total of the Company's average weekly net
assets.

<PAGE>



                         PORTFOLIO MANAGEMENT AGREEMENT

                                November 1, 2001

William Blair & Company, L.L.C.
222 West Adams Street
Chicago, IL  60606

Re: Portfolio Management Agreement

Ladies and Gentlemen:

    Liberty All-Star Growth Fund, Inc. (the "Fund") is a diversified closed-end
investment company registered under the Investment Company Act of 1940 (the
"Act"), and is subject to the rules and regulations promulgated thereunder.

    Liberty Asset Management Company (the "Fund Manager") evaluates and
recommends portfolio managers for the assets of the Fund, and is responsible for
the day-to-day corporate management and Fund administration of the Fund.

    1. Employment as a Portfolio Manager. The Fund being duly authorized hereby
employs William Blair & Company, L.L.C. (the "Portfolio Manager") as a
discretionary portfolio manager, on the terms and conditions set forth herein,
of that portion of the Fund's assets which the Fund Manager determines to assign
to the Portfolio Manager (those assets being referred to as the "Portfolio
Manager Account"). The Fund Manager may, from time to time, allocate and
reallocate the Fund's assets among the Portfolio Manager and the other portfolio
managers of the Fund's assets.

    2. Acceptance of Employment; Standard of Performance. The Portfolio Manager
accepts its employment as a discretionary portfolio manager and agrees to use
its best professional judgment to make timely investment decisions for the
Portfolio Manager Account in accordance with the provisions of this Agreement.

    3. Portfolio Management Services of Portfolio Manager. In providing
portfolio management services to the Portfolio Manager Account, the Portfolio
Manager shall be subject to the investment objectives, policies and restrictions
of the Fund as set forth in its current Registration Statement under the Act, as
the same may be modified from time to time (the "Registration Statement"), and
the investment restrictions set forth in the Act and the Rules thereunder (as
and to the extent set forth in the Registration Statement or in other
documentation furnished to the Portfolio Manager by the Fund or the Fund
Manager), to the supervision and control of the Board of Directors of the Fund,
and to instructions from the Fund Manager. The Portfolio Manager shall not,
without the prior approval of the Fund or the Fund Manager, effect any
transactions which would cause the Portfolio Manager Account, treated as a
separate fund, to be out of compliance with any of such restrictions or
policies.

    4. Transaction Procedures. All portfolio transactions for the Portfolio
Manager Account will be consummated by payment to or delivery by the custodian
of the Fund (the "Custodian"), or such depositories or agents as may be
designated by the Custodian in writing, as custodian for the Fund, of all cash
and/or securities due to or from the Portfolio Manager Account, and the
Portfolio Manager shall not have possession or custody thereof or any
responsibility or liability with respect to such custody. The Portfolio Manager
shall advise and confirm in writing to the Custodian all investment orders for
the Portfolio Manager Account placed by it with brokers and dealers at the time
and in the manner set forth in Schedule A hereto (as amended from time to time
by the Fund Manager). The Fund shall issue to the Custodian such instructions as
may be appropriate in connection with the settlement of any transaction
initiated by the Portfolio Manager. The Fund shall be responsible for all
custodial arrangements and the payment of all custodial charges and fees, and,
upon giving proper instructions to the Custodian, the Portfolio Manager shall
have no responsibility or liability with respect to custodial arrangements or
the acts, omissions or other conduct of the Custodian.

    5. Allocation of Brokerage. The Portfolio Manager shall have authority and
discretion to select brokers and dealers to execute portfolio transactions
initiated by the Portfolio Manager for the Portfolio Manager Account, and to
select the markets on or in which the transaction will be executed.

        A. In doing so, the Portfolio Manager's primary responsibility shall be
    to seek to obtain best net price and execution for the Fund. However, this
    responsibility shall not obligate the Portfolio Manager to solicit
    competitive bids for each transaction or to seek the lowest available
    commission cost to the Fund, so long as the Portfolio Manager reasonably
    believes that the broker or dealer selected by it can be expected to obtain
    a "best execution" market price on the particular transaction and determines
    in good faith that the commission cost is reasonable in relation to the
    value of the brokerage and research services (as defined in Section 28(e)(3)
    of the Securities Exchange Act of 1934) provided by such broker or dealer to
    the Portfolio Manager viewed in terms of either that particular transaction
    or of the Portfolio Manager's overall responsibilities with respect to its
    clients, including the Fund, as to which the Portfolio Manager exercises
    investment discretion, notwithstanding that the Fund may not be the direct
    or exclusive beneficiary of any such services or that another broker may be
    willing to charge the Fund a lower commission on the particular transaction.

        B. Subject to the requirements of paragraph A above, the Fund Manager
    shall have the right to request that transactions giving rise to brokerage
    commissions, in an amount to be agreed upon by the Fund Manager and the
    Portfolio Manager, shall be executed by brokers and dealers that provide
    brokerage or research services to the Fund Manager, or as to which an
    on-going relationship will be of value to the Fund in the management of its
    assets, which services and relationship may, but need not, be of direct
    benefit to the Portfolio Manager Account. Notwithstanding any other
    provision of this Agreement, the Portfolio Manager shall not be responsible
    under paragraph A above with respect to transactions executed through any
    such broker or dealer.

        C. The Portfolio Manager shall not execute any portfolio transactions
    for the Portfolio Manager Account with a broker or dealer which is an
    "affiliated person" (as defined in the Act) of the Fund, the Portfolio
    Manager or any other Portfolio Manager of the Fund without the prior written
    approval of the Fund. The Fund Manager will provide the Portfolio Manager
    with a list of brokers and dealers which are "affiliated persons" of the
    Fund or its Portfolio Managers.

    6. Proxies. The Portfolio Manager will vote all proxies solicited by or with
respect to the issuers of securities in which assets of the Portfolio Manager
Account may be invested from time to time in accordance with such policies as
shall be determined by the Fund Manager.

    7. Fees for Services. The compensation of the Portfolio Manager for its
services under this Agreement shall be calculated and paid by the Fund Manager
in accordance with the attached Schedule C. Pursuant to the Fund Management
Agreement between the Fund and the Fund Manager, the Fund Manager is solely
responsible for the payment of fees to the Portfolio Manager, and the Portfolio
Manager agrees to seek payment of its fees solely from the Fund Manager.

    8. Other Investment Activities of Portfolio Manager. The Fund acknowledges
that the Portfolio Manager or one or more of its affiliates has investment
responsibilities, renders investment advice to and performs other investment
advisory services for other individuals or entities ("Client Accounts"), and
that the Portfolio Manager, its affiliates or any of its or their directors,
officers, agents or employees may buy, sell or trade in any securities for its
or their respective accounts ("Affiliated Accounts"). Subject to the provisions
of paragraph 2 hereof, the Fund agrees that the Portfolio Manager or its
affiliates may give advice or exercise investment responsibility and take such
other action with respect to other Client Accounts and Affiliated Accounts which
may differ from the advice given or the timing or nature of action taken with
respect to the Portfolio Manager Account, provided that the Portfolio Manager
acts in good faith, and provided further, that it is the Portfolio Manager's
policy to allocate, within its reasonable discretion, investment opportunities
to the Portfolio Manager Account over a period of time on a fair and equitable
basis relative to the Client Accounts and the Affiliated Accounts, taking into
account the cash position and the investment objectives and policies of the Fund
and any specific investment restrictions applicable thereto. The Fund
acknowledges that one or more Client Accounts and Affiliated Accounts may at any
time hold, acquire, increase, decrease, dispose of or otherwise deal with
positions in investments in which the Portfolio Manager Account may have an
interest from time to time, whether in transactions which involve the Portfolio
Manager Account or otherwise. The Portfolio Manager shall have no obligation to
acquire for the Portfolio Manager Account a position in any investment which any
Client Account or Affiliated Account may acquire, and the Fund shall have no
first refusal, co-investment or other rights in respect of any such investment,
either for the Portfolio Manager Account or otherwise.

    9. Limitation of Liability. The Portfolio Manager shall not be liable for
any action taken, omitted or suffered to be taken by it in its reasonable
judgment, in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement, or in
accordance with (or in the absence of) specific directions or instructions from
the Fund, provided, however, that such acts or omissions shall not have resulted
from the Portfolio Manager's willful misfeasance, bad faith or gross negligence,
a violation of the standard of care established by and applicable to the
Portfolio Manager in its actions under this Agreement or breach of its duty or
of its obligations hereunder (provided, however, that the foregoing shall not be
construed to protect the Portfolio Manager from liability in violation of
Section 17(i) of the Act).

    10. Confidentiality. Subject to the duty of the Portfolio Manager and the
Fund to comply with applicable law, including any demand of any regulatory or
taxing authority having jurisdiction, the parties hereto shall treat as
confidential all information pertaining to the Portfolio Manager Account and the
actions of the Portfolio Manager and the Fund in respect thereof.

    11. Assignment. This Agreement shall terminate automatically in the event of
its assignment, as that term is defined in Section 2(a)(4) of the Act. The
Portfolio Manager shall notify the Fund in writing sufficiently in advance of
any proposed change of control, as defined in Section 2(a)(9) of the Act, as
will enable the Fund to consider whether an assignment as defined in Section
2(a)(4) of the Act will occur, and whether to take the steps necessary to enter
into a new contract with the Portfolio Manager.

     12.  Representations,  Warranties  and  Agreements  of the  Fund.  The Fund
represents, warrants and agrees that:


          A. The Portfolio Manager has been duly appointed to provide investment
     services to the Portfolio Manager Account as contemplated hereby.

          B. The Fund will deliver to the Portfolio  Manager a true and complete
     copy of its then current  registration  statement as effective from time to
     time and such other documents  governing the investment of the Fund Account
     and such other  information  as is necessary for the  Portfolio  Manager to
     carry out its obligations under this Agreement.

     13.  Representations,  Warranties and Agreements of the Portfolio  Manager.
The Portfolio Manager represents, warrants and agrees that:

          A. It is registered as an  "Investment  Adviser"  under the Investment
     Advisers Act of 1940 ("Advisers Act").

        B. It will maintain, keep current and preserve on behalf of the Fund, in
    the manner required or permitted by the Act and the Rules thereunder, the
    records identified in Schedule B (as Schedule B may be amended from time to
    time by the Fund Manager). The Portfolio Manager agrees that such records
    are the property of the Fund, and will be surrendered to the Fund promptly
    upon request.

        C. It will adopt a written code of ethics complying with the
    requirements of Rule 17j-1 under the 1940 Act. Within 45 days of the end of
    each year while this Agreement is in effect, an officer or general partner
    of the Portfolio Manager shall certify to the Fund that the Portfolio
    Manager has complied with the requirements of Rule 17j-1 during the previous
    year and that there has been no violation of its code of ethics or, if such
    a violation has occurred, that appropriate action was taken in response to
    such violation.

        D. Upon request, the Portfolio Manager will promptly supply the Fund
    with any information concerning the Portfolio Manager and its stockholders,
    employees and affiliates which the Fund may reasonably require in connection
    with the preparation of its Registration Statement or amendments thereto,
    proxy material, reports and other documents required to be filed under the
    Act, the Securities Act of 1933, or other applicable securities laws.

    14. Amendment. This Agreement may be amended at any time, but only by
written agreement among the Portfolio Manager, the Fund Manager and the Fund,
which amendment, other than amendments to Schedules A and B, is subject to the
approval of the Board of Trustees and the Shareholders of the Fund as and to the
extent required by the Act.

    15. Effective Date; Term. This Agreement shall continue until July 31, 2003
and from year to year thereafter provided such continuance is specifically
approved at least annually by (i) the Fund's Board of Directors or (ii) a vote
of a "majority" (as defined in the Act) of the Fund's outstanding voting
securities, provided that in either event such continuance is also approved by a
majority of the Board of Directors who are not "interested persons" (as defined
in the Act) of any party to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval and provided further that, in
accordance with the conditions of the application of the Fund and Fund Manager
for an exemption from 15(a) of the Act (Rel. Nos. IC 19436 and 19491), the
continuance of this Agreement shall be subject to approval by such "majority" of
the Fund's outstanding voting securities at the regularly scheduled annual
meeting of shareholders of the Fund next following the date of this Agreement.
The aforesaid requirement that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner consistent with the
Act and the Rules and Regulations thereunder.

    16. Termination. This Agreement may be terminated by any party, without
penalty, immediately upon written notice to the other parties in the event of a
breach of any provision thereof by a party so notified, or otherwise upon not
less than thirty (30) days' written notice to the Portfolio Manager in the case
of termination by the Fund or the Fund Manager, or ninety (90) days' written
notice to the Fund and the Fund Manager in the case of termination by the
Portfolio Manager, but any such termination shall not affect the status,
obligations or liabilities of any party hereto to the other parties.

    17. Applicable Law. To the extent that state law is not preempted by the
provisions of any law of the United States heretofore or hereafter enacted, as
the same may be amended from time to time, this Agreement shall be administered,
construed and enforced according to the laws of the Commonwealth of
Massachusetts.

    18. Severability. If any term or condition of this Agreement shall be
invalid or unenforceable to any extent or in any application, then the remainder
of this Agreement, and such term or condition except to such extent or in such
application, shall not be affected thereby, and each and every term and
condition of this Agreement shall be valid and enforced to the fullest extent
and in the broadest application permitted by law.


                                 LIBERTY ALL-STAR GROWTH FUND, INC.

                                 By: ________________________________________
                                 Title:

                                 LIBERTY ASSET MANAGEMENT COMPANY

                                 By: ________________________________________
                                 Title:

ACCEPTED:

WILLIAM BLAIR & COMPANY, L.L.C.

By: ________________________________________
Title:

WILLIAM BLAIR & COMPANY, L.L.C.

By: ________________________________________
Title:



SCHEDULES:    A.   Operational Procedures For Portfolio Transactions [omitted]
              B.   Record Keeping Requirements
              C.   Fee Schedule





<PAGE>



                       LIBERTY ALL-STAR GROWTH FUND, INC.

                         Portfolio Management Agreement
                                   SCHEDULE B

RECORDS TO BE MAINTAINED BY THE PORTFOLIO MANAGER

1. (Rule 31a-1(b)(5) and (6)) A record of each brokerage order, and all other
   portfolio purchases and sales, given by the Portfolio Manager on behalf of
   the Fund for, or in connection with, the purchase or sale of securities,
   whether executed or unexecuted. Such records shall include:

    A. The name of the broker;

    B. The terms and conditions of the order and of any modifications or
       cancellation thereof;

    C. The time of entry or cancellation;

    D. The price at which executed;

    E. The time of receipt of a report of execution; and

    F. The name of the person who placed the order on behalf of the Fund.

2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten
   (10) days after the end of the quarter, showing specifically the basis or
   bases upon which the allocation of orders for the purchase and sale of
   portfolio securities to named brokers or dealers was effected, and the
   division of brokerage commissions or other compensation on such purchase and
   sale orders. Such record:

    A. Shall include the consideration given to:

        (i)  The sale of shares of the Fund by brokers or dealers.

        (ii) The supplying of services or benefits by brokers or dealers to:

            (a) The Fund;

            (b) The Manager (Liberty Asset Management Company);

            (c) The Portfolio Manager; and

            (d) Any person other than the foregoing.

        (iii)   Any other consideration other than the technical qualifications
                of the brokers and dealers as such.

    B. Shall show the nature of the services or benefits made available.

    C. Shall describe in detail the application of any general or specific
       formula or other determinant used in arriving at such allocation of
       purchase and sale orders and such division of brokerage commissions or
       other compensation.

    D. The name of the person  responsible for making the determination of such
       allocation and such division of brokerage commissions or other
       compensation.

3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum
   identifying the person or persons, committees or groups authorizing the
   purchase or sale of portfolio securities. Where an authorization is made by a
   committee or group, a record shall be kept of the names of its members who
   participate in the authorization. There shall be retained as part of this
   record: any memorandum, recommendation or instruction supporting or
   authorizing the purchase or sale of portfolio securities and such other
   information as is appropriate to support the authorization.1

4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to
   be maintained by registered investment advisers by rule adopted under Section
   204 of the Investment Advisers Act of 1940, to the extent such records are
   necessary or appropriate to record the Portfolio Manager's transactions with
   the Fund.

1 Such information  might include:  the current Form 10-K,  annual and quarterly
reports, press releases, reports by analysts and from brokerage firms (including
their  recommendation:  i.e.,  buy,  sell,  hold)  or any  internal  reports  or
portfolio manager reviews.


<PAGE>



                                   SCHEDULE C

                              PORTFOLIO MANAGER FEE

    For services provided to the Portfolio Manager Account, the Fund Manager
will pay to the Portfolio Manager, on or before the fifth business day of each
calendar quarter, a fee for the previous calendar quarter at the rate of:

o   .10% (.40%  annually) of the Portfolio  Manager's  Percentage (as defined
    below) of the average weekly net assets of the Fund up to and including
    $300 million; and

o   .09% (.36%  annually) of the Portfolio Manager's Percentage of the average
    weekly  net assets of the Fund exceeding $300 million.

    Each quarterly payment set forth above shall be based on the average weekly
net assets during such previous calendar quarter. The fee for the period from
the date this Agreement becomes effective to the end of the calendar quarter in
which such effective date occurs will be prorated according to the proportion
that such period bears to the full quarterly period. Upon any termination of
this Agreement before the end of a calendar quarter, the fee for the part of
that calendar quarter during which this Agreement was in effect shall be
prorated according to the proportion that such period bears to the full
quarterly period and will be payable upon the date of termination of this
Agreement. For the purpose of determining fees payable to the Portfolio Manager,
the value of the Fund's net assets will be computed at the times and in the
manner specified in the Registration statement as from time to time in effect.

    "Portfolio Manager's Percentage" means the percentage obtained by dividing
the average weekly net assets in the Portfolio Manager Account by the Fund's
average weekly net assets.




 <PAGE>

                         PORTFOLIO MANAGEMENT AGREEMENT

                                November 1, 2001

TCW Investment Management Company
865 South Figueroa Street
Los Angeles, CA  90017

Re: Portfolio Management Agreement

Ladies and Gentlemen:

    Liberty All-Star Growth Fund, Inc. (the "Fund") is a diversified closed-end
investment company registered under the Investment Company Act of 1940 (the
"Act"), and is subject to the rules and regulations promulgated thereunder.

    Liberty Asset Management Company (the "Fund Manager") evaluates and
recommends portfolio managers for the assets of the Fund, and is responsible for
the day-to-day administration of the Fund.

    1. Employment as a Portfolio Manager. The Fund being duly authorized hereby
employs TCW Investment Management Company (the "Portfolio Manager") as a
discretionary portfolio manager, on the terms and conditions set forth herein,
of that portion of the Fund's assets which the Fund Manager determines to assign
to the Portfolio Manager (those assets being referred to as the "Portfolio
Manager Account"). The Fund Manager may, from time to time, allocate and
reallocate the Fund's assets among the Portfolio Manager and the other portfolio
managers of the Fund's assets.

    2. Acceptance of Employment; Standard of Performance. The Portfolio Manager
accepts its employment as a discretionary portfolio manager and agrees to use
its best professional judgment to make timely investment decisions for the
Portfolio Manager Account in accordance with the provisions of this Agreement.

    3. Portfolio Management Services of Portfolio Manager. In providing
portfolio management services to the Portfolio Manager Account, the Portfolio
Manager shall be subject to the investment objectives, policies and restrictions
of the Fund as set forth in its current Registration Statement under the Act, as
the same may be modified from time to time (the "Registration Statement"), and
the investment restrictions set forth in the Act and the Rules thereunder (as
and to the extent set forth in the Registration Statement or in other
documentation furnished to the Portfolio Manager by the Fund or the Fund
Manager), to the supervision and control of the Board of Directors of the Fund,
and to instructions from the Fund Manager. The Portfolio Manager shall not,
without the prior approval of the Fund or the Fund Manager, effect any
transactions which would cause the Portfolio Manager Account, treated as a
separate fund, to be out of compliance with any of such restrictions or
policies.

    4. Transaction Procedures. All portfolio transactions for the Portfolio
Manager Account will be consummated by payment to or delivery by the custodian
of the Fund (the "Custodian"), or such depositories or agents as may be
designated by the Custodian in writing, as custodian for the Fund, of all cash
and/or securities due to or from the Portfolio Manager Account, and the
Portfolio Manager shall not have possession or custody thereof or any
responsibility or liability with respect to such custody. The Portfolio Manager
shall advise and confirm in writing to the Custodian all investment orders for
the Portfolio Manager Account placed by it with brokers and dealers at the time
and in the manner set forth in Schedule A hereto (as amended from time to time
by the Fund Manager). The Fund shall issue to the Custodian such instructions as
may be appropriate in connection with the settlement of any transaction
initiated by the Portfolio Manager. The Fund shall be responsible for all
custodial arrangements and the payment of all custodial charges and fees, and,
upon giving proper instructions to the Custodian, the Portfolio Manager shall
have no responsibility or liability with respect to custodial arrangements or
the acts, omissions or other conduct of the Custodian.

    5. Allocation of Brokerage. The Portfolio Manager shall have authority and
discretion to select brokers and dealers to execute portfolio transactions
initiated by the Portfolio Manager for the Portfolio Manager Account, and to
select the markets on or in which the transaction will be executed.

        A. In doing so, the Portfolio Manager's primary responsibility shall be
    to seek to obtain best net price and execution for the Fund. However, this
    responsibility shall not obligate the Portfolio Manager to solicit
    competitive bids for each transaction or to seek the lowest available
    commission cost to the Fund, so long as the Portfolio Manager reasonably
    believes that the broker or dealer selected by it can be expected to obtain
    a "best execution" market price on the particular transaction and determines
    in good faith that the commission cost is reasonable in relation to the
    value of the brokerage and research services (as defined in Section 28(e)(3)
    of the Securities Exchange Act of 1934) provided by such broker or dealer to
    the Portfolio Manager viewed in terms of either that particular transaction
    or of the Portfolio Manager's overall responsibilities with respect to its
    clients, including the Fund, as to which the Portfolio Manager exercises
    investment discretion, notwithstanding that the Fund may not be the direct
    or exclusive beneficiary of any such services or that another broker may be
    willing to charge the Fund a lower commission on the particular transaction.

        B. Subject to the requirements of paragraph A above, the Fund Manager
    shall have the right to request that transactions giving rise to brokerage
    commissions, in an amount to be agreed upon by the Fund Manager and the
    Portfolio Manager, shall be executed by brokers and dealers that provide
    brokerage or research services to the Fund Manager, or as to which an
    on-going relationship will be of value to the Fund in the management of its
    assets, which services and relationship may, but need not, be of direct
    benefit to the Portfolio Manager Account.

        C. The Portfolio Manager shall not execute any portfolio transactions
    for the Portfolio Manager Account with itself or any broker or dealer which
    is an "affiliated person" (as defined in the Act) of the Fund, the Portfolio
    Manager or any other Portfolio Manager of the Fund without the prior written
    approval of the Fund except in accordance with SEC Exemptive Order No. 24288
    dated February 15, 2000, a copy of which has been furnished to the Portfolio
    Manager, and Rule 17e-1 procedures as approved by the Fund's Directors from
    time to time. The Fund Manager will provide the Portfolio Manager with a
    list of brokers and dealers which are "affiliated persons" of the Fund or
    its Portfolio Managers.

    6. Proxies. The Fund will vote or direct the voting of all proxies solicited
by or with respect to the issuers of securities in which assets of the Fund
Account may be invested in accordance with authorization provided by the Fund
Manager from time to time.

    7. Fees for Services. The compensation of the Portfolio Manager for its
services under this Agreement shall be calculated and paid by the Fund Manager
in accordance with the attached Schedule C. Pursuant to the Fund Management
Agreement between the Fund and the Fund Manager, the Fund Manager is solely
responsible for the payment of fees to the Portfolio Manager, and the Portfolio
Manager agrees to seek payment of its fees solely from the Fund Manager.

    8. Other Investment Activities of Portfolio Manager. The Fund acknowledges
that the Portfolio Manager or one or more of its affiliates has investment
responsibilities, renders investment advice to and performs other investment
advisory services for other individuals or entities ("Client Accounts"), and
that the Portfolio Manager, its affiliates or any of its or their directors,
members, officers, agents or employees may buy, sell or trade in any securities
for its or their respective accounts ("Affiliated Accounts"). Subject to the
provisions of paragraph 2 hereof, the Fund agrees that the Portfolio Manager or
its affiliates may give advice or exercise investment responsibility and take
such other action with respect to other Client Accounts and Affiliated Accounts
which may differ from the advice given or the timing or nature of action taken
with respect to the Portfolio Manager Account, provided that the Portfolio
Manager acts in good faith, and provided further, that it is the Portfolio
Manager's policy to allocate, within its reasonable discretion, investment
opportunities to the Portfolio Manager Account over a period of time on a fair
and equitable basis relative to the Client Accounts and the Affiliated Accounts,
taking into account the cash position and the investment objectives and policies
of the Fund and any specific investment restrictions applicable thereto. The
Fund acknowledges that one or more Client Accounts and Affiliated Accounts may
at any time hold, acquire, increase, decrease, dispose of or otherwise deal with
positions in investments in which the Portfolio Manager Account may have an
interest from time to time, whether in transactions which involve the Portfolio
Manager Account or otherwise. The Portfolio Manager shall have no obligation to
acquire for the Portfolio Manager Account a position in any investment which any
Client Account or Affiliated Account may acquire, and the Fund shall have no
first refusal, co-investment or other rights in respect of any such investment,
either for the Portfolio Manager Account or otherwise.

    9. Limitation of Liability. The Portfolio Manager shall not be liable for
any action taken, omitted or suffered to be taken by it in its reasonable
judgment, in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement, or in
accordance with (or in the absence of) specific directions or instructions from
the Fund, provided, however, that such acts or omissions shall not have resulted
from the Portfolio Manager's willful misfeasance, bad faith or gross negligence,
a violation of the standard of care established by and applicable to the
Portfolio Manager in its actions under this Agreement or breach of its duty or
of its obligations hereunder (provided, however, that the foregoing shall not be
construed to protect the Portfolio Manager from liability in violation of
Section 17 of the Act).

    10. Confidentiality. Subject to the duty of the Portfolio Manager and the
Fund to comply with applicable law, including any demand of any regulatory or
taxing authority having jurisdiction, the parties hereto shall treat as
confidential all information pertaining to the Portfolio Manager Account and the
actions of the Portfolio Manager and the Fund in respect thereof.

    11. Assignment. This Agreement shall terminate automatically in the event of
its assignment, as that term is defined in Section 2(a)(4) of the Act. The
Portfolio Manager shall notify the Fund in writing sufficiently in advance of
any proposed change of control, as defined in Section 2(a)(9) of the Act, as
will enable the Fund to consider whether an assignment as defined in Section
2(a)(4) of the Act will occur, and whether to take the steps necessary to enter
into a new contract with the Portfolio Manager.

     12.  Representations,  Warranties  and  Agreements  of the  Fund.  The Fund
represents, warrants and agrees that:

          A. The Portfolio Manager has been duly appointed to provide investment
     services to the Portfolio Manager Account as contemplated hereby.

          B. The Fund has delivered to the Portfolio  Manager such  instructions
     governing the investment of the Portfolio  Manager  Account as is necessary
     for  the  Portfolio  Manager  to  carry  out  its  obligations  under  this
     Agreement.

          C. Upon  certification by the Portfolio  Manager that it has adopted a
     written  code of ethics  and  procedures  reasonably  necessary  to prevent
     access  persons,  as  defined by said code of ethics,  from  violating  the
     anti-fraud  provisions  of Rule  17j-1  under  the Act,  the Fund  will not
     unreasonably  withhold  its  approval of the code of ethics  adopted by the
     Portfolio Manager provided that the Portfolio Manager certifies to the Fund
     that in all other material respects the Portfolio  Manager's code of ethics
     complies with Rule 17j-1.

     13.  Representations,  Warranties and Agreements of the Portfolio  Manager.
The Portfolio Manager represents, warrants and agrees that:

          A. It is registered as an  "Investment  Adviser"  under the Investment
     Advisers Act of 1940 ("Advisers Act").

          B. It will maintain,  keep current and preserve on behalf of the Fund,
     in the manner  required or permitted  by the Act and the Rules  thereunder,
     the records  identified  in Schedule B (as  Schedule B may be amended  from
     time to time by the Fund Manager).  The Portfolio  Manager agrees that such
     records are the property of the Fund,  and will be  surrendered to the Fund
     promptly upon request.

          C. It will adopt and maintain a written code of ethics  complying with
     the  requirements of Rule 17j-1 and submit same and any amendments  thereto
     promptly  to the Fund,  but not less often  than  annually.  The  Portfolio
     Manager  agrees  that it will  notify the Fund  within 15 days of  adopting
     material changes to its code of ethics.  While this Agreement is in effect,
     an officer  or  general  partner of the  Portfolio  Manager  shall  certify
     annually  to the Fund that the  Portfolio  Manager  has  complied  with the
     requirements  of Rule 17j-1  during the  previous  year and has  procedures
     reasonably necessary to prevent access persons from violating the Portfolio
     Manager's code of ethics.  On an annual basis, the Portfolio  Manager shall
     provide a written  report to the Fund  describing  any issues arising under
     its code of ethics or  procedures  since the last report was so  submitted,
     including  information about material  violations of the code or procedures
     and any action  taken in  response  to such  violations.  Upon the  written
     request of the Fund, the Portfolio Manager shall permit the Fund to examine
     the reports  required to be maintained by the Portfolio  Manager under Rule
     17j-1(c)(l).

          D. Upon request,  the Portfolio  Manager will promptly supply the Fund
     with any information concerning the Portfolio Manager and its stockholders,
     employees  and  affiliates  which  the  Fund  may  reasonably   require  in
     connection with the preparation of its Registration Statement or amendments
     thereto,  proxy material,  reports and other documents required to be filed
     under the Act, the Securities Act of 1933, or other  applicable  securities
     laws.

    14. Amendment. This Agreement may be amended at any time, but (except for
Schedules A and B which may be amended by the Fund Manager acting alone) only by
written agreement among the Portfolio Manager, the Fund Manager and the Fund,
which amendment, other than amendments to Schedules A and B, is subject to the
approval of the Board of Trustees and the Shareholders of the Fund as and to the
extent required by the Act.

    15. Effective Date; Term. This Agreement shall continue until July 31, 2003
and from year to year thereafter provided such continuance is specifically
approved at least annually by (i) the Fund's Board of Directors or (ii) a vote
of a "majority" (as defined in the Act) of the Fund's outstanding voting
securities, provided that in either event such continuance is also approved by a
majority of the Board of Directors who are not "interested persons" (as defined
in the Act) of any party to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval. The aforesaid requirement
that continuance of this Agreement be "specifically approved at least annually"
shall be construed in a manner consistent with the Act and the Rules and
Regulations thereunder.

    16. Termination. This Agreement may be terminated by any party, without
penalty, immediately upon written notice to the other parties in the event of a
breach of any provision thereof by a party so notified, or otherwise upon not
less than thirty (30) days' written notice to the Portfolio Manager in the case
of termination by the Fund or the Fund Manager, or ninety (90) days' written
notice to the Fund and the Fund Manager in the case of termination by the
Portfolio Manager, but any such termination shall not affect the status,
obligations or liabilities of any party hereto to the other parties.

    17. Applicable Law. To the extent that state law is not preempted by the
provisions of any law of the United States heretofore or hereafter enacted, as
the same may be amended from time to time, this Agreement shall be administered,
construed and enforced according to the laws of the Commonwealth of
Massachusetts.

    18. Severability. If any term or condition of this Agreement shall be
invalid or unenforceable to any extent or in any application, then the remainder
of this Agreement, and such term or condition except to such extent or in such
application, shall not be affected thereby, and each and every term and
condition of this Agreement shall be valid and enforced to the fullest extent
and in the broadest application permitted by law.

IN WITNESS WHEREOF, the parties have hereunto set their hands as of the date
first written above.

                                 LIBERTY ALL-STAR GROWTH FUND, INC.

                                 By: ________________________________________
                                 Title:

                                 LIBERTY ASSET MANAGEMENT COMPANY

                                 By: ________________________________________
                                 Title:

ACCEPTED:

TCW INVESTMENT MANAGEMENT COMPANY

By: ________________________________________
Title:

TCW INVESTMENT MANAGEMENT COMPANY

By: ________________________________________
Title:



SCHEDULES:   A.   Operational Procedures For Portfolio Transactions [omitted]
             B.   Record Keeping Requirements
             C.   Fee Schedule
<PAGE>
                       LIBERTY ALL-STAR GROWTH FUND, INC.

                         Portfolio Management Agreement
                                   SCHEDULE B

RECORDS TO BE MAINTAINED BY THE PORTFOLIO MANAGER

1. (Rule 31a-1(b)(5) and (6)) A record of each brokerage order, and all other
   portfolio purchases and sales, given by the Portfolio Manager on behalf of
   the Fund for, or in connection with, the purchase or sale of securities,
   whether executed or unexecuted. Such records shall include:

    A. The name of the broker;

     B. The  terms and  conditions  of the  order  and of any  modifications  or
cancellation thereof;

    C. The time of entry or cancellation;

    D. The price at which executed;

    E. The time of receipt of a report of execution; and

    F. The name of the person who placed the order on behalf of the Fund.

2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten
   (10) days after the end of the quarter, showing specifically the basis or
   bases upon which the allocation of orders for the purchase and sale of
   portfolio securities to named brokers or dealers was effected, and the
   division of brokerage commissions or other compensation on such purchase and
   sale orders. Such record:

    A. Shall include the consideration given to:

        (i)  The sale of shares of the Fund by brokers or dealers.

        (ii) The supplying of services or benefits by brokers or dealers to:

             (a) The Fund;

             (b) The Manager (Liberty Asset Management Company);

             (c) The Portfolio Manager; and

             (d) Any person other than the foregoing.

        (iii)    Any other consideration other than the technical qualifications
                 of the brokers and dealers as such.

    B. Shall show the nature of the services or benefits made available.

     C.   Shall  describe in detail the  application  of any general or specific
          formula or other  determinant  used in arriving at such  allocation of
          purchase and sale orders and such division of brokerage commissions or
          other compensation.

     D.   The name of the person  responsible  for making the  determination  of
          such  allocation  and such division of brokerage  commissions or other
          compensation.

3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum
   identifying the person or persons, committees or groups authorizing the
   purchase or sale of portfolio securities. Where an authorization is made by a
   committee or group, a record shall be kept of the names of its members who
   participate in the authorization. There shall be retained as part of this
   record: any memorandum, recommendation or instruction supporting or
   authorizing the purchase or sale of portfolio securities and such other
   information as is appropriate to support the authorization.1

4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to
   be maintained by registered investment advisers by rule adopted under Section
   204 of the Investment Advisers Act of 1940, to the extent such records are
   necessary or appropriate to record the Portfolio Manager's transactions with
   the Fund.

1    Such information might include: the current Form 10-K, annual and quarterly
     reports,  press  releases,  reports by analysts  and from  brokerage  firms
     (including  their  recommendation:  i.e., buy, sell,  hold) or any internal
     reports or portfolio manager reviews.



<PAGE>



                                   SCHEDULE C

                              PORTFOLIO MANAGER FEE

    For services provided to the Portfolio Manager Account, the Fund Manager
will pay to the Portfolio Manager, on or before the fifth business day of each
calendar quarter, a fee for the previous calendar quarter at the rate of:

o        .10% (.40%  annually) of the Portfolio  Manager's  Percentage  (as
         defined  below) of the average  weekly net assets of the Fund up to and
         including $300 million; and

o        .09% (.36%  annually) of the Portfolio  Manager's  Percentage of the
         average weekly net assets of the Fund  exceeding $300 million.

    Each quarterly payment set forth above shall be based on the average weekly
net assets during such previous calendar quarter. The fee for the period from
the date this Agreement becomes effective to the end of the calendar quarter in
which such effective date occurs will be prorated according to the proportion
that such period bears to the full quarterly period. Upon any termination of
this Agreement before the end of a calendar quarter, the fee for the part of
that calendar quarter during which this Agreement was in effect shall be
prorated according to the proportion that such period bears to the full
quarterly period and will be payable upon the date of termination of this
Agreement. For the purpose of determining fees payable to the Portfolio Manager,
the value of the Fund's net assets will be computed at the times and in the
manner specified in the Registration statement as from time to time in effect.

    "Portfolio Manager's Percentage" means the percentage obtained by dividing
the average weekly net assets in the Portfolio Manager Account by the Fund's
average weekly net assets.




                         PORTFOLIO MANAGEMENT AGREEMENT

                                November 1, 2001

M.A. Weatherbie & Co., Inc.
265 Franklin Street
Boston, MA  02110

Re: Portfolio Management Agreement

Ladies and Gentlemen:

    Liberty All-Star Growth Fund, Inc. (the "Fund") is a diversified closed-end
investment company registered under the Investment Company Act of 1940 (the
"Act"), and is subject to the rules and regulations promulgated thereunder.

    Liberty Asset Management Company (the "Fund Manager") evaluates and
recommends portfolio managers for the assets of the Fund, and is responsible for
the day-to-day corporate management and Fund administration of the Fund.

     1. Employment as a Portfolio Manager. The Fund being duly authorized hereby
employs M.A. Weatherbie & Co., Inc. (the "Portfolio Manager") as a discretionary
portfolio manager, on the terms and conditions set forth herein, of that portion
of the  Fund's  assets  which  the Fund  Manager  determines  to  assign  to the
Portfolio  Manager  (those assets being  referred to as the  "Portfolio  Manager
Account").  The Fund Manager may, from time to time, allocate and reallocate the
Fund's assets among the Portfolio  Manager and the other  portfolio  managers of
the Fund's assets.

     2. Acceptance of Employment; Standard of Performance. The Portfolio Manager
accepts its employment as a  discretionary  portfolio  manager and agrees to use
its best  professional  judgment to make  timely  investment  decisions  for the
Portfolio Manager Account in accordance with the provisions of this Agreement.

     3.  Portfolio  Management  Services  of  Portfolio  Manager.  In  providing
portfolio  management  services to the Portfolio Manager Account,  the Portfolio
Manager shall be subject to the investment objectives, policies and restrictions
of the Fund as set forth in its current Registration Statement under the Act, as
the same may be modified from time to time (the "Registration  Statement"),  and
the investment  restrictions  set forth in the Act and the Rules  thereunder (as
and  to  the  extent  set  forth  in  the  Registration  Statement  or in  other
documentation  furnished  to the  Portfolio  Manager  by the  Fund  or the  Fund
Manager),  to the supervision and control of the Board of Directors of the Fund,
and to  instructions  from the Fund Manager.  The  Portfolio  Manager shall not,
without  the  prior  approval  of the  Fund  or the  Fund  Manager,  effect  any
transactions  which  would cause the  Portfolio  Manager  Account,  treated as a
separate  fund,  to be out  of  compliance  with  any of  such  restrictions  or
policies.

    4. Transaction Procedures. All portfolio transactions for the Portfolio
Manager Account will be consummated by payment to or delivery by the custodian
of the Fund (the "Custodian"), or such depositories or agents as may be
designated by the Custodian in writing, as custodian for the Fund, of all cash
and/or securities due to or from the Portfolio Manager Account, and the
Portfolio Manager shall not have possession or custody thereof or any
responsibility or liability with respect to such custody. The Portfolio Manager
shall advise and confirm in writing to the Custodian all investment orders for
the Portfolio Manager Account placed by it with brokers and dealers at the time
and in the manner set forth in Schedule A hereto (as amended from time to time
by the Fund Manager). The Fund shall issue to the Custodian such instructions as
may be appropriate in connection with the settlement of any transaction
initiated by the Portfolio Manager. The Fund shall be responsible for all
custodial arrangements and the payment of all custodial charges and fees, and,
upon giving proper instructions to the Custodian, the Portfolio Manager shall
have no responsibility or liability with respect to custodial arrangements or
the acts, omissions or other conduct of the Custodian.

    5. Allocation of Brokerage. The Portfolio Manager shall have authority and
discretion to select brokers and dealers to execute portfolio transactions
initiated by the Portfolio Manager for the Portfolio Manager Account, and to
select the markets on or in which the transaction will be executed.

        A. In doing so, the Portfolio Manager's primary responsibility shall be
    to seek to obtain best net price and execution for the Fund. However, this
    responsibility shall not obligate the Portfolio Manager to solicit
    competitive bids for each transaction or to seek the lowest available
    commission cost to the Fund, so long as the Portfolio Manager reasonably
    believes that the broker or dealer selected by it can be expected to obtain
    a "best execution" market price on the particular transaction and determines
    in good faith that the commission cost is reasonable in relation to the
    value of the brokerage and research services (as defined in Section 28(e)(3)
    of the Securities Exchange Act of 1934) provided by such broker or dealer to
    the Portfolio Manager viewed in terms of either that particular transaction
    or of the Portfolio Manager's overall responsibilities with respect to its
    clients, including the Fund, as to which the Portfolio Manager exercises
    investment discretion, notwithstanding that the Fund may not be the direct
    or exclusive beneficiary of any such services or that another broker may be
    willing to charge the Fund a lower commission on the particular transaction.

        B. Subject to the requirements of paragraph A above, the Fund Manager
    shall have the right to request that transactions giving rise to brokerage
    commissions, in an amount to be agreed upon by the Fund Manager and the
    Portfolio Manager, shall be executed by brokers and dealers that provide
    brokerage or research services to the Fund Manager, or as to which an
    on-going relationship will be of value to the Fund in the management of its
    assets, which services and relationship may, but need not, be of direct
    benefit to the Portfolio Manager Account. Notwithstanding any other
    provision of this Agreement, the Portfolio Manager shall not be responsible
    under paragraph A above with respect to transactions executed through any
    such broker or dealer.

        C. The Portfolio Manager shall not execute any portfolio transactions
    for the Portfolio Manager Account with a broker or dealer which is an
    "affiliated person" (as defined in the Act) of the Fund, the Portfolio
    Manager or any other Portfolio Manager of the Fund without the prior written
    approval of the Fund. The Fund Manager will provide the Portfolio Manager
    with a list of brokers and dealers which are "affiliated persons" of the
    Fund or its Portfolio Managers.

    6. Proxies. The Portfolio Manager will vote all proxies solicited by or with
respect to the issuers of securities in which assets of the Portfolio Manager
Account may be invested from time to time in accordance with such policies as
shall be determined by the Fund Manager.

    7. Fees for Services. The compensation of the Portfolio Manager for its
services under this Agreement shall be calculated and paid by the Fund Manager
in accordance with the attached Schedule C. Pursuant to the Fund Management
Agreement between the Fund and the Fund Manager, the Fund Manager is solely
responsible for the payment of fees to the Portfolio Manager, and the Portfolio
Manager agrees to seek payment of its fees solely from the Fund Manager.

    8. Other Investment Activities of Portfolio Manager. The Fund acknowledges
that the Portfolio Manager or one or more of its affiliates has investment
responsibilities, renders investment advice to and performs other investment
advisory services for other individuals or entities ("Client Accounts"), and
that the Portfolio Manager, its affiliates or any of its or their directors,
officers, agents or employees may buy, sell or trade in any securities for its
or their respective accounts ("Affiliated Accounts"). Subject to the provisions
of paragraph 2 hereof, the Fund agrees that the Portfolio Manager or its
affiliates may give advice or exercise investment responsibility and take such
other action with respect to other Client Accounts and Affiliated Accounts which
may differ from the advice given or the timing or nature of action taken with
respect to the Portfolio Manager Account, provided that the Portfolio Manager
acts in good faith, and provided further, that it is the Portfolio Manager's
policy to allocate, within its reasonable discretion, investment opportunities
to the Portfolio Manager Account over a period of time on a fair and equitable
basis relative to the Client Accounts and the Affiliated Accounts, taking into
account the cash position and the investment objectives and policies of the Fund
and any specific investment restrictions applicable thereto. The Fund
acknowledges that one or more Client Accounts and Affiliated Accounts may at any
time hold, acquire, increase, decrease, dispose of or otherwise deal with
positions in investments in which the Portfolio Manager Account may have an
interest from time to time, whether in transactions which involve the Portfolio
Manager Account or otherwise. The Portfolio Manager shall have no obligation to
acquire for the Portfolio Manager Account a position in any investment which any
Client Account or Affiliated Account may acquire, and the Fund shall have no
first refusal, co-investment or other rights in respect of any such investment,
either for the Portfolio Manager Account or otherwise.

    9. Limitation of Liability. The Portfolio Manager shall not be liable for
any action taken, omitted or suffered to be taken by it in its reasonable
judgment, in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Agreement, or in
accordance with (or in the absence of) specific directions or instructions from
the Fund, provided, however, that such acts or omissions shall not have resulted
from the Portfolio Manager's willful misfeasance, bad faith or gross negligence,
a violation of the standard of care established by and applicable to the
Portfolio Manager in its actions under this Agreement or breach of its duty or
of its obligations hereunder (provided, however, that the foregoing shall not be
construed to protect the Portfolio Manager from liability in violation of
Section 17(i) of the Act).

    10. Confidentiality. Subject to the duty of the Portfolio Manager and the
Fund to comply with applicable law, including any demand of any regulatory or
taxing authority having jurisdiction, the parties hereto shall treat as
confidential all information pertaining to the Portfolio Manager Account and the
actions of the Portfolio Manager and the Fund in respect thereof.

    11. Assignment. This Agreement shall terminate automatically in the event of
its assignment, as that term is defined in Section 2(a)(4) of the Act. The
Portfolio Manager shall notify the Fund in writing sufficiently in advance of
any proposed change of control, as defined in Section 2(a)(9) of the Act, as
will enable the Fund to consider whether an assignment as defined in Section
2(a)(4) of the Act will occur, and whether to take the steps necessary to enter
into a new contract with the Portfolio Manager.

    12. Representations, Warranties and Agreements of the Fund.  The Fund
        represents, warrants and agrees that:

        A. The  Portfolio  Manager has been duly  appointed  to provide
    investment  services to the  Portfolio  Manager  Account as contemplated
    hereby.

        B. The Fund will deliver to the Portfolio Manager a true and complete
    copy of its then current registration statement as effective from time to
    time and such other documents governing the investment of the Fund Account
    and such other information as is necessary for the Portfolio Manager to
    carry out its obligations under this Agreement.

    13. Representations,  Warranties and Agreements of the Portfolio Manager.
        The Portfolio Manager represents,  warrants and agrees that:

        A. It is registered as an "Investment Adviser" under the Investment
    Advisers Act of 1940 ("Advisers Act").

        B. It will maintain, keep current and preserve on behalf of the Fund, in
    the manner required or permitted by the Act and the Rules thereunder, the
    records identified in Schedule B (as Schedule B may be amended from time to
    time by the Fund Manager). The Portfolio Manager agrees that such records
    are the property of the Fund, and will be surrendered to the Fund promptly
    upon request.

        C. It will adopt a written code of ethics complying with the
    requirements of Rule 17j-1 under the 1940 Act. Within 45 days of the end of
    each year while this Agreement is in effect, an officer or general partner
    of the Portfolio Manager shall certify to the Fund that the Portfolio
    Manager has complied with the requirements of Rule 17j-1 during the previous
    year and that there has been no violation of its code of ethics or, if such
    a violation has occurred, that appropriate action was taken in response to
    such violation.

        D. Upon request, the Portfolio Manager will promptly supply the Fund
    with any information concerning the Portfolio Manager and its stockholders,
    employees and affiliates which the Fund may reasonably require in connection
    with the preparation of its Registration Statement or amendments thereto,
    proxy material, reports and other documents required to be filed under the
    Act, the Securities Act of 1933, or other applicable securities laws.

    14. Amendment. This Agreement may be amended at any time, but only by
written agreement among the Portfolio Manager, the Fund Manager and the Fund,
which amendment, other than amendments to Schedules A and B, is subject to the
approval of the Board of Trustees and the Shareholders of the Fund as and to the
extent required by the Act.

    15. Effective Date; Term. This Agreement shall continue until July 31, 2003
and from year to year thereafter provided such continuance is specifically
approved at least annually by (i) the Fund's Board of Directors or (ii) a vote
of a "majority" (as defined in the Act) of the Fund's outstanding voting
securities, provided that in either event such continuance is also approved by a
majority of the Board of Directors who are not "interested persons" (as defined
in the Act) of any party to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval and provided further that, in
accordance with the conditions of the application of the Fund and Fund Manager
for an exemption from 15(a) of the Act (Rel. Nos. IC 19436 and 19491), the
continuance of this Agreement shall be subject to approval by such "majority" of
the Fund's outstanding voting securities at the regularly scheduled annual
meeting of shareholders of the Fund next following the date of this Agreement.
The aforesaid requirement that continuance of this Agreement be "specifically
approved at least annually" shall be construed in a manner consistent with the
Act and the Rules and Regulations thereunder.

    16. Termination. This Agreement may be terminated by any party, without
penalty, immediately upon written notice to the other parties in the event of a
breach of any provision thereof by a party so notified, or otherwise upon not
less than thirty (30) days' written notice to the Portfolio Manager in the case
of termination by the Fund or the Fund Manager, or ninety (90) days' written
notice to the Fund and the Fund Manager in the case of termination by the
Portfolio Manager, but any such termination shall not affect the status,
obligations or liabilities of any party hereto to the other parties.

    17. Applicable Law. To the extent that state law is not preempted by the
provisions of any law of the United States heretofore or hereafter enacted, as
the same may be amended from time to time, this Agreement shall be administered,
construed and enforced according to the laws of the Commonwealth of
Massachusetts.

    18. Severability. If any term or condition of this Agreement shall be
invalid or unenforceable to any extent or in any application, then the remainder
of this Agreement, and such term or condition except to such extent or in such
application, shall not be affected thereby, and each and every term and
condition of this Agreement shall be valid and enforced to the fullest extent
and in the broadest application permitted by law.


                                 LIBERTY ALL-STAR GROWTH FUND, INC.

                                 By: ________________________________________
                                 Title:

                                 LIBERTY ASSET MANAGEMENT COMPANY

                                 By: ________________________________________
                                 Title:

ACCEPTED:

M.A. WEATHERBIE & CO., INC.

By: ________________________________________
Title:

M.A. WEATHERBIE & CO., INC.

By: ________________________________________
Title:



SCHEDULES:   A.   Operational Procedures For Portfolio Transactions [omitted]
             B.   Record Keeping Requirements
             C.   Fee Schedule




<PAGE>


                       LIBERTY ALL-STAR GROWTH FUND, INC.

                         Portfolio Management Agreement
                                   SCHEDULE B

RECORDS TO BE MAINTAINED BY THE PORTFOLIO MANAGER

1. (Rule 31a-1(b)(5) and (6)) A record of each brokerage order, and all other
   portfolio purchases and sales, given by the Portfolio Manager on behalf of
   the Fund for, or in connection with, the purchase or sale of securities,
   whether executed or unexecuted. Such records shall include:

    A. The name of the broker;

    B. The terms and conditions of the order and of any modifications or
       cancellation thereof;

    C. The time of entry or cancellation;

    D. The price at which executed;

    E. The time of receipt of a report of execution; and

    F. The name of the person who placed the order on behalf of the Fund.

2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten
   (10) days after the end of the quarter, showing specifically the basis or
   bases upon which the allocation of orders for the purchase and sale of
   portfolio securities to named brokers or dealers was effected, and the
   division of brokerage commissions or other compensation on such purchase and
   sale orders. Such record:

    A. Shall include the consideration given to:

        (i)  The sale of shares of the Fund by brokers or dealers.

        (ii) The supplying of services or benefits by brokers or dealers to:

             (a) The Fund;

             (b) The Manager (Liberty Asset Management Company);

             (c) The Portfolio Manager; and

             (d) Any person other than the foregoing.

        (iii) Any other consideration other than the technical qualifications of
              the brokers and dealers as such.

    B. Shall show the nature of the services or benefits made available.

    C. Shall describe in detail the application of any general or specific
       formula or other determinant used in arriving at such allocation of
       purchase and sale orders and such division of brokerage commissions or
       other compensation.

    D. The name of the  person  responsible  for  making  the  determination of
       such  allocation and such division of brokerage commissions or other
       compensation.

3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum
   identifying the person or persons, committees or groups authorizing the
   purchase or sale of portfolio securities. Where an authorization is made by a
   committee or group, a record shall be kept of the names of its members who
   participate in the authorization. There shall be retained as part of this
   record: any memorandum, recommendation or instruction supporting or
   authorizing the purchase or sale of portfolio securities and such other
   information as is appropriate to support the authorization.1

4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to
   be maintained by registered investment advisers by rule adopted under Section
   204 of the Investment Advisers Act of 1940, to the extent such records are
   necessary or appropriate to record the Portfolio Manager's transactions with
   the Fund.

1    Such information might include: the current Form 10-K, annual and quarterly
     reports,  press  releases,  reports by analysts  and from  brokerage  firms
     (including  their  recommendation:  i.e., buy, sell,  hold) or any internal
     reports or portfolio manager reviews.


<PAGE>



                                   SCHEDULE C

                              PORTFOLIO MANAGER FEE

    For services provided to the Portfolio Manager Account, the Fund Manager
will pay to the Portfolio Manager, on or before the fifth business day of each
calendar quarter, a fee for the previous calendar quarter at the rate of:

o        .10% (.40%  annually) of the Portfolio  Manager's  Percentage
         (as defined  below) of the average  weekly net assets of the
         Fund up to and including $300 million; and

o        .09% (.36%  annually) of the Portfolio  Manager's  Percentage of the
         average  weekly net assets of the Fund  exceeding $300 million.

    Each quarterly payment set forth above shall be based on the average weekly
net assets during such previous calendar quarter. The fee for the period from
the date this Agreement becomes effective to the end of the calendar quarter in
which such effective date occurs will be prorated according to the proportion
that such period bears to the full quarterly period. Upon any termination of
this Agreement before the end of a calendar quarter, the fee for the part of
that calendar quarter during which this Agreement was in effect shall be
prorated according to the proportion that such period bears to the full
quarterly period and will be payable upon the date of termination of this
Agreement. For the purpose of determining fees payable to the Portfolio Manager,
the value of the Fund's net assets will be computed at the times and in the
manner specified in the Registration statement as from time to time in effect.

    "Portfolio Manager's Percentage" means the percentage obtained by dividing
the average weekly net assets in the Portfolio Manager Account by the Fund's
average weekly net assets.



[PricewaterhouseCoopers logo]
PricewaterhouseCoopers LLP
160 Federal Street
Boston, MA 02110-9862

                Report of Independent Accountants

To the Board of Directors and Shareholders of
Liberty All-Star Growth Fund, Inc.

In planning and performing our audit of the financial statements of Liberty
All-Star Growth Fund (the "Fund") for the year ended December 31, 2001, we
considered its internal control, including control activities for safeguarding
securities, in order to determine our auditing procedures for the purpose of
expressing our opinion on the financial statements and to comply with the
requirements of Form N-SAR, and not to provide assurance on internal control.

The management of the Fund is responsible for establishing and maintaining
internal control. In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
controls. Generally, controls that are relevant to an audit pertain to the
entity's objective of preparing financial statements for external purposes that
are fairly presented in conformity with generally accepted accounting
principles. Those controls include the safeguarding of assets against
unauthorized acquisition, use or disposition.

Because of inherent limitations in internal control, errors or fraud may occur
and not be detected. Also, projection of any evaluation of internal control to
future periods is subject to the risk that it may become inadequate because of
changes in conditions or that the effectiveness of the design and operation may
deteriorate.

Our consideration of internal control would not necessarily disclose all matters
in internal control that might be material weaknesses under standards
established by the American Institute of Certified Public Accountants. A
material weakness is a condition in which the design or operation of one or more
of the internal control components does not reduce to a relatively low level the
risk that misstatements caused by error or fraud in amounts that would be
material in relation to the financial statements being audited may occur and not
be detected within a timely period by employees in the normal course of
performing their assigned functions. However, we noted no matters involving
internal control and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses as defined above as of
December 31, 2001.

This report is intended solely for the information and use of the Board of
Directors, management and the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other than these specified
parties.



PricewaterhouseCoopers LLP
February 5, 2002

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