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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000021847-03-000240.txt : 20030630
<SEC-HEADER>0000021847-03-000240.hdr.sgml : 20030630
<ACCEPTANCE-DATETIME>20030630171306
ACCESSION NUMBER:		0000021847-03-000240
CONFORMED SUBMISSION TYPE:	N-2
PUBLIC DOCUMENT COUNT:		7
REFERENCES 429:			811-04537
FILED AS OF DATE:		20030630

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LIBERTY ALL STAR GROWTH FUND INC /MD/
		CENTRAL INDEX KEY:			0000786035
		IRS NUMBER:				521542208
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		N-2
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-106675
		FILM NUMBER:		03765346

	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

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LIBERTY ALL STAR GROWTH FUND INC /MD/
		CENTRAL INDEX KEY:			0000786035
		IRS NUMBER:				521542208
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		N-2
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-04537
		FILM NUMBER:		03765347

	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>
<DOCUMENT>
<TYPE>N-2
<SEQUENCE>1
<FILENAME>n2form.txt
<DESCRIPTION>INITIAL REGISTRATION STATEMENT
<TEXT>

    As filed with the Securities and Exchange Commission on June 30, 2003

                                                    1933 Act File No. 333-
                                                    1940 Act File No. 811-4537
                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form N-2
                        (Check appropriate box or boxes)

[X]      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ]      Pre-Effective Amendment No.

[ ]      Post-Effective Amendment No._________

                                      and

[X]      REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X]      Amendment No. 17

                        Liberty All-Star Growth Fund, Inc.
         Exact Name of Registrant as Specified in Articles of Incorporation

                              One Financial Center
                        Boston, Massachusetts 02111-2621
                     Address of Principal Executive Offices
                     (Number, Street, City, State, Zip Code)

                                 617-772-3626
               Registrant's Telephone Number, including Area Code


         Heidi A. Hoefler, Esq.              Clifford J. Alexander, Esq.
         Columbia Management Group, Inc.     Kirkpatrick & Lockhart LLP
         One Financial Center                1800 Massachusetts Ave., NW
         Boston, MA 02111                    Washington, DC 20036


           Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement.

If any of the securities  being registered on this form are offered on a delayed
or continuous  basis in reliance on Rule 415 under the  Securities  Act of 1933,
other than securities  offered in connection with a dividend  reinvestment plan,
check the following box. [X]

   It is proposed that this filing will become effective (check appropriate box)

[X] when declared effective pursuant to section 8(c)
[ ] immediately upon filing pursuant to paragraph (b) of Rule 486
[ ] on (date) pursuant to paragraph (b) of Rule 486
[ ] 60 days after  filing  pursuant  to  paragraph  (a) of Rule 486
[_] on(date) pursuant to paragraph (a) of Rule 486

     [_] This  post-effective  amendment  designates a new effective  date for a
         previously filed registration statement.
     [_] The Form is filed to  register  additional  securities  for an offering
         pursuant to Rule 462(b) under the Securities Act and the Securities Act
         registration number of the earlier effective registration statement is
         --------.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICIALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

<PAGE>

<TABLE>
<CAPTION>

                                                PROPOSED                  PROPOSED
TITLE                                           MAXIMUM                   MAXIMUM            AMOUNT OF
OF SECURITIES             AMOUNT                OFFERING PRICE            AGGREGATE          REGISTRATION
BEING REGISTERED          BEING REGISTERED(1)   PER UNIT(1)               OFFERING PRICE(1)  FEE(1)
- ----------------          -------------------   --------------            --------------     -------------
<S>                       <C>                    <C>                     <C>                  <C>
Common Stock              2,646,000              $6.33                   $16,749,180          $1,355

(1)  Estimated solely for the purpose of calculating the Registration fee in
     accordance with Rule 457(c) under the Securities Act of 1933.  Based on the
     average of the high and low price reported on the New York Stock Exchange,
     Inc. on June 19, 2003.

</TABLE>

<PAGE>

                            [ ] Rights for [ ] Shares

                       LIBERTY ALL-STAR GROWTH FUND, INC.

                                  Common Stock

     Liberty All-Star Growth Fund, Inc. ("All-Star" or the "Fund") is offering
rights (the "Rights") to its shareholders (the "Offer"). These Rights will allow
you to subscribe for new shares of common stock of All-Star (the "Shares"). For
every eight Rights that you receive, you may buy one new All-Star share. You
will receive one Right for each outstanding All-Star share you own on [ , 2003]
(the "Record Date"). Fractional shares will not be issued upon the exercise of
the Rights. Accordingly, shares may be purchased only pursuant to the exercise
of Rights in integral multiples of eight. Also, shareholders on the Record Date
may purchase shares not acquired by other shareholders in this Rights offering,
subject to limitations discussed in this prospectus. See "Over-Subscription
Privilege". The Rights are not transferable and will not be admitted for trading
on the New York Stock Exchange. See "The Offer." THE SUBSCRIPTION PRICE PER
SHARE WILL BE 95% OF THE LOWER OF (i) THE LAST REPORTED SALE PRICE ON THE NEW
YORK STOCK EXCHANGE ON [ , 2003] (THE "PRICING DATE") OF A SHARE OF ALL-STAR, OR
(ii) THE NET ASSET VALUE OF A SHARE OF ALL-STAR ON THAT DATE (THE "SUBSCRIPTION
PRICE").

     THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [ , 2003] (the
"Expiration Date") AND WILL CONSTITUTE THE END OF THE SUBSCRIPTION PERIOD (THE
"SUBSCRIPTION PERIOD"). SINCE THE CLOSE OF THE OFFERING ON THE EXPIRATION DATE
IS PRIOR TO THE PRICING DATE, SHAREHOLDERS WHO CHOOSE TO EXERCISE THEIR RIGHTS
WILL NOT KNOW THE SUBSCRIPTION PRICE PER SHARE AT THE TIME THEY EXERCISE SUCH
RIGHTS.

     For additional information, please call The Altman Group, Inc. (the
"Information Agent") toll free at (800) 467-4954.

     All-Star is a multi-managed diversified, closed-end management investment
company that allocates its portfolio assets on an approximately equal basis
among several independent investment organizations (currently three in number)
("Portfolio Managers") having different investment styles recommended and
monitored by Liberty Asset Management Company, All-Star's fund manager.
All-Star's investment objective is to seek long term capital appreciation. It
seeks its investment objective through investment primarily in a diversified
portfolio of equity securities. An investment in All-Star is not appropriate for
all investors. No assurances can be given that All-Star's investment objective
will be achieved. For a discussion of certain risk factors and special
considerations with respect to owning shares of All-Star, see "Special
Considerations and Risk Factors" beginning on page [18] of this Prospectus.

     The address of All-Star is One Financial Center, Boston, Massachusetts
02111 and its telephone number is 1-800-542-3863. All-Star's shares are listed
on the New York Stock Exchange under the symbol "ASG."

     All-Star announced the terms of the Offer before the opening of trading on
the New York Stock Exchange on [June 18, 2003]. The net asset value per share of
common stock of All-Star at the close of business on [June 17, 2003] and [ ,
2003] was $6.19 and [$ ], respectively, and the last reported sale price of a
share on such Exchange on those dates was $6.31 and [$ ], respectively.

Neither the Securities and Exchange Commission nor any State securities
commission has approved or disapproved these securities or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
crime.

<TABLE>
<CAPTION>


- ---------------------------------------------- --------------------------- ----------------------------- -------------------------
                                                 Subscription Price(1)              Sales Load           Proceeds to All-Star(2)
<S>                                            <C>                         <C>                           <C>

- ---------------------------------------------- --------------------------- ----------------------------- -------------------------
- ---------------------------------------------- --------------------------- ----------------------------- -------------------------
Per share.............                                  [$ ]                         NONE                        [$ ]
- ---------------------------------------------- --------------------------- ----------------------------- -------------------------
- ---------------------------------------------- --------------------------- ----------------------------- -------------------------
Total.................                                   [$ ]                        NONE                        [$ ]
- ---------------------------------------------- --------------------------- ----------------------------- -------------------------
</TABLE>

(1) Estimated based on an assumed Subscription Price of 95% of the net asset
    value on [August 6, 2003] (the "Estimated Subscription Price"). The
    Estimated Subscription Price is presented solely for illustration purposes.
    Shareholders wishing to exercise rights must send the per share amount
    presented under "The Offer - Payment for Shares" on page [15].
(2) Before deduction of expenses payable by All-Star, estimated at [$160,000].

     Shareholders who do not exercise their Rights should expect that they
will, at the completion of the Offer, own a smaller proportional interest in the
Fund than if they exercised their Rights. As a result of the Offer, you may
experience an immediate dilution of the aggregate net asset value of your
shares, which under certain circumstances, could be substantial. This is because
the Subscription Price per share and/or the net proceeds to All-Star for each
new Share sold will be less than All-Star's net asset value per share on the
Expiration Date. All-Star cannot state precisely the extent of this dilution at
<PAGE>

this time because it does not know what the net asset value or market price per
share will be when the Offer expires or what proportion of the Rights will be
exercised.

     This Prospectus sets forth concisely the information that a shareholder
ought to know before exercising his or her Rights. Investors are advised to read
and retain it for future reference. A Statement of Additional Information dated
[ , 2003] has been filed with the Securities and Exchange Commission ("SEC") and
is incorporated by reference in its entirety into this Prospectus. The table of
contents of the Statement of Additional Information appears on page [28] of this
Prospectus, and a copy is available at no charge by calling the Information
Agent at (866) 904-6821 or at the SEC's internet web site (http://www.sec.gov).

                    The date of this Prospectus is [ , 2003].


                               PROSPECTUS SUMMARY

     This summary highlights some information that is described more fully
elsewhere in this Prospectus. It may not contain all of the information that is
important to you. To understand the Offer fully, you should read the entire
document carefully, including the risk factors.

Purpose of the Offer

     The Board of Directors of All-Star has determined that it would be in the
best interest of All-Star and its shareholders to increase the assets of
All-Star available for investment so that it may be in a better position to take
advantage of investment opportunities that may arise. The Offer seeks to reward
existing shareholders in All-Star by giving them the opportunity to purchase
additional Shares at a price below market and/or net asset value and without
incurring any brokerage commissions. See "The Offer-Purpose of the Offer."

      The Board of Directors believes that a larger number of outstanding shares
could increase the level of market interest in and visibility of the Fund and
improve the trading liquidity of the Fund's shares on the New York Stock
Exchange ("NYSE").

<TABLE>
<CAPTION>

Important Terms of the Offer
<S>                                                                  <C>
Total number of shares available for primary subscription......      [             ] Shares
Number of Rights you will receive for each outstanding
   share you own on the Record Date............................      One Right for every one share
Number of Shares you may purchase with your Rights at the
   Subscription Price per Share................................      One Share for every eight Rights
Subscription Price.............................................      95% of the lower of (i) the last reported sale price on the
                                                                     NYSE on [              , 2003] (the "Pricing Date") of a
                                                                     share of common stock of All-Star,or (ii) the
                                                                     net asset value of a share of All-Star on the Pricing Date.

</TABLE>


- --------------------------------------------------------------------------------
Shareholders' inquiries should be directed to their broker,
 bank or trust company, or to:
                                The Altman Group, Inc.
                                 (800) 467-4954
- --------------------------------------------------------------------------------

Over-Subscription Privilege

     The right to acquire during the Subscription Period at the Subscription
Price one additional Share for each eight Rights held is hereinafter referred to
as the "Primary Subscription." Shareholders on the Record Date who fully
exercise all Rights issued to him or her (other than those Rights which cannot
be exercised because they represent the right to acquire less than one Share)
are entitled to subscribe for Shares which were not otherwise subscribed for by
others on Primary Subscription (the "Over-Subscription Privilege"). For purposes
of determining the maximum number of Shares a shareholder may acquire pursuant
to the Offer, broker-dealers whose shares are held of record by Cede & Co., Inc.
("Cede"), nominee for Depository Trust Company, or by any other depository or
nominee will be deemed to be the holders of the Rights that are issued to Cede
or such other depository or nominee. If enough Shares are available, all
shareholder requests to buy Shares that were not bought by other Rights holders
will be honored in full. If the requests for Shares exceed the Shares available,
the Fund may, at its discretion, issue up to an additional 25% of the Shares
available pursuant to the Offer in order to honor such over-subscriptions. The
Fund may sell additional Shares to Shareholders if and to the extent that Shares
issued through the Offer would not cause any undue dilution (reduction) of the
Net Asset Value of the Shares. Whether or not the Fund determines to issue
additional Shares to honor all over-subscriptions, available Shares will be
allocated pro rata among those shareholders on the Record Date who
over-subscribe based on the number of Rights originally issued to them by the
Fund. Shares acquired pursuant to the Over-Subscription Privilege are subject to
allotment, which is more fully discussed under "The Offer--Over-Subscription
Privilege."

Method for Exercising Rights

      Except as described below, subscription certificates evidencing the Rights
("Subscription Certificates") will be sent to shareholders on the Record Date
("Record Date Shareholders") or their nominees. If you wish to exercise your
Rights, you may do so in the following ways:

      (1) Complete and sign the Subscription Certificate. Mail it in the
envelope provided or deliver it, together with payment in full to EquiServe
Trust Company, N.A. ("Subscription Agent") at the address indicated on the
Subscription Certificate. Your completed and signed Subscription Certificate and
payment must be received by the Expiration Date.

      (2) Contact your broker, banker or trust company, which can arrange, on
your behalf, to guarantee delivery of payment and delivery of a properly
completed and executed Subscription Certificate pursuant to a notice of
guaranteed delivery ("Notice of Guaranteed Delivery") by the close of business
on the third business day after the Expiration Date. A fee may be charged for
this service. The Notice of Guaranteed Delivery must be received by the
Expiration Date.

      Since the Expiration Date is prior to the Pricing Date, shareholders who
choose to exercise their Rights will not know the Subscription Price at the time
they exercise such Rights. Shareholders will have no right to rescind their
subscription after receipt of their payment for Shares by the Subscription
Agent. See "The Offer - Method of Exercise of Rights" and "The Offer - Payment
for Shares." Subscription payments will be held by the Subscription Agent
pending completion of the processing of the subscription. No interest thereon
will be paid to subscribers.

     The Rights are not transferable. Therefore, only the underlying shares, and
not the Rights, will be admitted for trading on the NYSE. Since fractional
shares will not be issued on exercise of Rights, shareholders who receive, or
are left with, fewer than eight Rights will be unable to exercise such Rights
and will not be entitled to receive any cash in lieu of unexercised Rights.

     Shareholders' inquiries about the Offer should be directed to their broker,
bank or trust company, or to:

             The Altman Group, Inc.
             (800)-467-4954


<PAGE>



Important Dates to Remember

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

- --------------------------------------------------------------- ---------------
Event                                                           Date
- --------------------------------------------------------------- ---------------
- --------------------------------------------------------------- ---------------
Record Date................................................    [        , 2003]
- --------------------------------------------------------------- ----------------
- --------------------------------------------------------------- ---------------
Subscription Period........................................    [          , 2003
                                                                through    2003]
- --------------------------------------------------------------- ---------------
- --------------------------------------------------------------- ---------------
Expiration Date (Deadline for delivery of Subscription Certificate together with
payment of estimated purchase price (see "The Offer - Payment for Shares" on
page [ ] of this Prospectus) or for delivery of Notice of Guaranteed
Delivery)......................................................[         , 2003]
- --------------------------------------------------------------- ---------------
- --------------------------------------------------------------- ---------------
Pricing  Date...............................................   [         , 2003]

- --------------------------------------------------------------- ---------------
- --------------------------------------------------------------- ---------------
Deadline for payment of final Subscription Price pursuant to
Notice of Guaranteed Delivery...............................   [         , 2003]
- --------------------------------------------------------------- ---------------
- --------------------------------------------------------------- ---------------
Confirmation to Registered Shareholders....................    [         , 2003]

- --------------------------------------------------------------- ---------------
- --------------------------------------------------------------- ---------------
For Registered Shareholders' Subscriptions - deadline for payment of unpaid
balance if final Subscription Price is
higher than Estimated Subscription Price...................     [        , 2003]

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

- ---------------------------
* Unless the Offer is extended.

Offering Fees and Expenses

      Offering expenses incurred by the Fund are estimated to be [$160,000.]

Restrictions on Foreign Shareholders

      Record Date Shareholders whose record addresses are outside the United
States will receive written notice of the Offer; however, Subscription
Certificates will not be mailed to such shareholders. The Rights to which those
Subscription Certificates relate will be held by the Subscription Agent for such
foreign Record Date Shareholders' accounts until instructions are received in
writing with payment to exercise the Rights. If no such instructions are
received by the Expiration Date, such Rights will expire. See "Subscription
Agent".

Information about All-Star

     All-Star is a multi-managed diversified, closed-end management investment
company registered under the Investment Company Act of 1940, as amended ("1940
Act") that allocates its assets on an approximately equal basis among a number
of independent investment management organizations (currently three in number)
each having a different investment style. See "The Multi-Manager Concept."
All-Star's investment objective is to seek long-term capital appreciation. It
seeks its objective through investment primarily (at least 65% of total assets
under normal conditions) in a diversified portfolio of equity securities. The
portion of All-Star's portfolio not invested in equity securities (not more than
35% of total assets under normal conditions) is generally invested in U.S.
Government Securities, repurchase agreements with respect thereto, and certain
money market mutual funds. See "Investment Objective, Policies and Risks."

     All-Star commenced investment operations in March 1986 under the name
"Growth Stock Outlook Trust, Inc." (see "History of the Fund" below). Its
outstanding shares of Common Stock are listed and traded on the NYSE (symbol
"ASG"). The average daily trading volume of the shares on the NYSE during the
year ended December 31, 2002 was 32,941 shares. As of [ , 2003], All-Star's net
assets were [$ ,] and [ ] shares of All-Star were issued and outstanding.
<PAGE>

Information about Liberty Asset Management Company

     Liberty Asset Management Company ("LAMCO" or "Fund Manager") provides
selection, evaluation and monitoring services to All-Star and is responsible for
the provision of administrative services to the Fund, some of which are
delegated to LAMCO's affiliate, Columbia Management Advisors, Inc. ("Columbia").
See "Management of All-Star" for the fees paid by the Fund to LAMCO and by LAMCO
to the Portfolio Managers. Since the fees of LAMCO and the Portfolio Managers
are based on the average weekly net assets of All-Star, LAMCO and the Portfolio
Managers will benefit from the Offer. See "Management of All-Star." As of May
31, 2003 LAMCO managed over $1.1 billion in assets.

     LAMCO, organized in 1985, is a direct wholly owned subsidiary of Columbia
Management Group, Inc. (formerly known as Fleet/Liberty Holdings, Inc.), which
is a direct wholly owned subsidiary of Fleet National Bank, a national banking
association, which in turn is a direct wholly owned subsidiary of FleetBoston
Financial Corporation, a U.S. financial holding company. The principal executive
offices of LAMCO are located at One Financial Center, Boston, Massachusetts
02111. The principal executive offices of Columbia Management Group, Inc., Fleet
National Bank and FleetBoston Financial Corporation are located at 100 Federal
Street, Boston, Massachusetts 02110.


Special Considerations and Risk Factors

     The following summarizes some of the matters that you should consider
before subscribing for Shares of All-Star through the Offer.

Dilution.............    Shareholders  who do not fully exercise
                         their  Rights  should  expect  that they  will,  at the
                         completion  of the  Offer,  own a smaller  proportional
                         interest  in the  Fund  than  if they  exercised  their
                         Rights. As a result of the Offer, you may experience an
                         immediate  dilution of the aggregate net asset value of
                         your shares, which, under certain circumstances, may be
                         substantial. This is because the Subscription Price per
                         share  and/or the net proceeds to the Fund for each new
                         Share sold will be less than the Fund's net asset value
                         per share on the  Expiration  Date.  Although it is not
                         possible to state precisely the amount of such dilution
                         because  it is not known at this  time how many  Shares
                         will be  subscribed  for or what the net asset value or
                         market  price per share  will be on the  Pricing  Date,
                         All-Star  estimates  that such  dilution  should not be
                         substantial.  For  example,  if  All-Star's  shares are
                         trading  at a premium  from  their  net asset  value of
                         [0.25%] (the average premium for the five-month  period
                         ended  [  ,  2003]),   and   assuming  all  Rights  are
                         exercised,  the Subscription  Price would be [5%] below
                         All-Star's  net asset value per share,  resulting  in a
                         reduction  of such net  asset  value  of  approximately
                         [$0.06] per share, or less than [0.7%]. Further, if you
                         do not submit  subscription  requests  pursuant  to the
                         Over-Subscription   Privilege,   you   may   experience
                         dilution in your holdings if the Fund offers additional
                         Shares for  subscription.  The Fund may sell additional
                         Shares to Shareholders if and to the extent that Shares
                         issued  through  the  Offer  would  not cause any undue
                         dilution  (reduction)  of the  NAV of the  Shares.  See
                         "Risk Factors and Special Considerations - Dilution."

Distributions..........  All-Star  currently has a policy
                         of  paying   distributions   on  its  shares   totaling
                         approximately  10% of its net  asset  value  per  year,
                         payable in four quarterly  distributions of 2.5% of its
                         net asset  value at the close of the NYSE on the Friday
                         prior to each quarterly  declaration  date. These fixed
                         distributions,  which are not related to All-Star's net
                         investment  income  or net  realized  capital  gains or
                         losses,  will be treated as ordinary dividend income up
                         to the amount of  All-Star's  current  and  accumulated
                         earnings and profits.  If, for any calendar  year,  the
                         total  distributions  made under the 10% pay-out policy
                         exceed   All-Star's  net  investment   income  and  net
                         realized capital gains, the excess will be treated as a
                         tax-free  return of capital to each  shareholder (up to
                         the  amount  of the  shareholder's  basis in his or her
                         shares) and thereafter as gain from the sale of shares.
                         The amount treated as a tax-free return of capital will
                         reduce the  shareholder's  adjusted basis in his or her
                         shares, thereby increasing his or her potential gain or
                         reducing his or her  potential  loss on the  subsequent
                         sale of his or her shares.

                         All-Star may, in the  discretion  of the Board of
                         Directors, retain  for  reinvestment,   and  not
                         distribute,  net long-term  capital  gains in excess
                         of net  short-term capital losses ("net capital gain")
                         for any year to the extent that its net investment
                         income and net realized gains  exceed  the  minimum
                         amount   required  to  be distributed for such year
                         under the 10% pay-out policy. Retained  net  capital
                         gain  will  be  taxed  to  both All-Star  and the
                         shareholders  as  long-term  capital gains;  however,
                         each shareholder will be able to claim a proportionate
                         share of the federal income tax paid by All-Star as a
                         credit  against  his or her own  federal income tax
                         liability  and will be entitled to increase the
                         adjusted  tax  basis in his or her  shares  by the
                         difference between the amount taxed and the credit. See
                         "Distributions;  Automatic  Dividend  Reinvestment  and
                         Cash Purchase Plan."


Closed-end fund          Shares of  closed-end  funds  frequently  trade  at
 discounts.............. a market price  that is less  than the  value of the
                         net  assets attributable  to those  shares.  The
                         possibility  that shares of  All-Star  will trade at
                         a discount  from net asset value is a risk  separate
                         and  distinct  from the risk that All-Star's net asset
                         value will decrease. The risk of  purchasing  shares
                         of a  closed-end  fund that might  trade  at a
                         discount  is  more  pronounced  for investors who wish
                         to sell their shares in a relatively short  period of
                         time  because,  for  those  investors, realization  of
                         a gain or loss on their  investments is likely to be
                         more  dependent  upon the  existence  of a premium or
                         discount  than upon  portfolio  performance. See
                         "Share Price Data."

Anti-takeover            All-Star's Articles of Incorporation  and By-laws  have
   Provisions..........  provisions  (commonly referred to as  "anti-takeover
                         provisions") which are intended to have the effect of
                         limiting  the ability of other  entities  or  persons
                         to  acquire   control  of All-Star,   to   cause   it
                         to   engage   in   certain transactions, or to modify
                         its structure. For instance, the affirmative vote of
                         66 2/3 percent of the shares of the Fund is required
                         to authorize All-Star's conversion from a closed-end
                         to an open-end  investment company. A
                         similar  shareholder  vote is required  to  authorize a
                         merger,  sale  of a  substantial  part  of the  assets,
                         issuance of securities for cash, or similar transaction
                         with a person  beneficially owning five percent or more
                         of  All-Star's  shares,  unless  approved by All-Star's
                         Board of  Directors  under  certain  conditions.  These
                         provisions   cannot  be   amended   without  a  similar
                         super-majority  vote. In addition,  All-Star's Board of
                         Directors is divided into three classes,  each of which
                         serves  for three  years.  The term of office of one of
                         the  classes  expires at the final  adjournment  of the
                         annual meeting of  shareholders.  See  "Description  of
                         Shares--Anti-takeover  Provisions  of the  Articles  of
                         Incorporation   and   By-laws;    Super-majority   Vote
                         Requirement for Conversion to Open-End Status."

Disposition of Shares. ..You will be free to dispose of your Shares on the NYSE
                         or other markets on which the Shares may trade, but,
                         because the Fund is a closed-end fund, you do not have
                         the right to redeem your Shares.

      You should carefully consider your ability to assume the foregoing risks
before making an investment in the Fund. An investment in shares of the Fund is
not appropriate for all investors.


<PAGE>

                                   EXPENSES

Shareholder Transaction Expenses

     These are the expenses that an investor incurs when buying shares of
All-Star, whether in this Offer, in the open-market or through All-Star's
Automatic Dividend Reinvestment and Cash Purchase Plan, as amended ("Plan").

 Sales Load ............................  None(l)
Automatic Dividend Reinvestment
    and Cash Purchase Plan Fees ........  $1.25 per voluntary cash investment

(1)  No sales load or commission will be payable in connection with this Offer.
     Purchases of shares through brokers in secondary market transactions are
     subject to brokers' commissions and charges.

Annual Expenses (as a percentage of net assets attributable to Common Stock)

 Management [and Administrative Fees] ............................... 1.00%
 Other Expenses.......................................................0.23%
                                                                      --------
 Total Annual Expenses .............................................. 1.23%

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

              1 Year            3 Years           5 Years          10 Years
              -------           --------          --------         --------
               $13               $39               $68              $149


     These figures are intended to illustrate the effect of All-Star's expenses,
but are not meant to predict its future returns and expenses, which may be
higher or lower than those shown.


     The purpose of the above tables is to assist investors in understanding the
various costs and expenses that an investor in All-Star will bear directly or
indirectly. The numbers shown under the Annual Expenses table are projections
based on All-Star's actual expenses for the year ended [December 31, 2002], and
on its projected net assets assuming the Offer is fully subscribed for at an
assumed Subscription Price of [$ ] per share. See "Financial Highlights" for
All-Star's actual ratio of expenses to average net assets for the year ended
[December 31, 2002].



<PAGE>


                              FINANCIAL HIGHLIGHTS

The financial  highlights  table is intended to help you  understand  the Fund's
financial  performance.  Information  is shown for the  Fund's  last ten  fiscal
years.  Certain information reflects financial results from a single Fund share.
The information for the fiscal years ended December 31, 1999, December 31, 2000,
December 31, 2001 and  December  31, 2002 has been  audited by [ ],  independent
accountants.  The information  included in the Fund's  financial  statements for
periods prior to 1999 had been audited by other independent  accountants,  whose
report  expressed  an  unqualified  opinion on those  financial  statements  and
financial highlights.  The report of [ ], together with the financial statements
of the Fund, are included in the Fund's  December 31, 2002 Annual Report and are
incorporated by reference into the Statement of Additional  Information  ("SAI")
(see cover page of SAI).
<TABLE>
<CAPTION>


                                                                          For the Year Ended December 31

                                                          2002          2001         2000          1999            1998
PER SHARE OPERATING PERFORMANCE:
<S>                                                      <C>           <C>         <C>             <C>            <C>

  Net asset value at beginning of year                   $8.31         $10.86      $13.44          $13.03         $12.89
                                                         ------        ------      ------          ------         ------


Income from Investment Operations:
          Net investment income (loss)                    (0.07)        (0.09)       (0.09)          (0.05)         (0.03)

         Net realized and unrealized gains                (2.13)        (1.50)       (1.15)           1.83           1.73
             (losses) on investments                      ------        ------       ------           ----           ----

      Total from Investment Operations                    (2.20)        (1.59)        (1.24)          1.78           1.70
                                                          ------        ------        ------          ----           ----
Less Distributions from:
         Net investment income                             ----          ----         ----          ----           ----

         Paid-in capital                                  (0.67)        (0.92)       (0.05)         ----            (0.83)

         Realized capital gains                            ----          ----        (1.22)          (1.23)         (0.52)

         In excess of realized capital gains               ----          ----        (0.07)         ----             ----
                                                           ----          ----        ------         ----             ----

          Total Distributions                             (0.67)        (0.92)       (1.34)          (1.23)         (1.35)
                                                          ------        ------       ------          ------         ------

Change due to rights offering (a)                          ----         (0.04)        ----          ----            (0.21)
Impact of shares issued in dividend reinvestment (b)       ----          ----         ----          (0.14)          ----
                                                           ----          ----         ----          ------          ----
Total Distributions, Reinvestments and Rights             (0.67)        (0.96)       (1.34)          (1.37)         (1.56)
 Offering                                                 ------        ------       ------          ------         ------

Net asset value at end of year                             $5.44        $8.31         $10.86        $13.44         $13.03
                                                           -----        -----         ------        ------         ------

Market price at end of year                                $5.05        $8.33         $9.438        $10.813        $11.438
                                                           -----        -----         ------        -------        -------


TOTAL INVESTMENT RETURN FOR SHAREHOLDERS: (c)

Based on net asset value                                  (27.2)%      (13.7)%        (9.1)%         15.9%          15.3%

Based on market price                                     (32.6)%       (0.5)%        (1.8)%          6.2%           9.3%

RATIOS AND SUPPLEMENTAL DATA:

Net assets at end of year (millions)                       $112         $163           $180          $219            $199

Ratio of expenses to average net assets                    1.38%        1.41%          1.21%         1.20%           1.22%

Ratio of net investment income (loss) to average
       net  assets                                         (1.07)%      1.12%         (0.71)%      (0.37)%           (0.22)%

Portfolio turnover rate                                      25%          41%           62%          71%               33%

</TABLE>


(a) Effect of Fund's rights offering for shares at a price below net asset
value.
(b) Effect of payment of a portion of distributions in newly issued shares
valued at a discount from net asset value. (c) Calculated assuming all
distributions reinvested at the actual reinvestment price and all primary rights
exercised.

<TABLE>
<CAPTION>

                                                                        For the Year Ended December 31

                                                              1997       1996      1995(e)      1994        1993
PER SHARE OPERATING PERFORMANCE:
<S>                                                         <C>         <C>          <C>        <C>        <C>



Net asset value at beginning of year                        $11.27      $10.55       $9.95      $10.54     $10.28
                                                            ------      ------       -----      ------     ------

Income from Investment Operations:

         Net investment income (loss)                        (0.02)       0.01        0.31        0.23       0.18
         Net realized and unrealized gains                    2.88        1.86        1.05       (0.24)      0.56
            (losses) on investments                           ----        ----        ----       ------      ----

         Total from Investment Operations                     2.86        1.87        1.36       (0.01)      0.74
                                                              ----        ----        ----       ------      ----


Less Distributions from:

         Net investment income                               ----        (0.01)      (0.31)      (0.23)     (0.18)

         Paid-in capital                                     ----        ----       ----         ----      ----

         Realized capital gains                             (1.24)      (1.01)      (0.45)      (0.35)     (0.30)

         In excess of realized capital gains                 ----       ----        ----         ----      ----

Total Distributions                                         (1.24)      (1.02)      (0.76)      (0.58)     (0.48)
                                                            ------      ------      ------      ------     ------

Change due to rights offering (a)                            ----        ----       ----         ----      ----
Impact of shares issued in dividend                          ----        (0.13)     ----         ----      ----
      reinvestment (b)                                       ----        ------     ----         ----      ----

Total Distributions, Reinvestments and Rights                (1.24)      (1.15)      (0.76)      (0.58)     (0.48)
               Offering                                      ------      ------      ------      ------     ------

Net asset value at end of year                              $12.89      $11.27      $10.55       $9.95     $10.54
                                                            ------      ------      ------       -----     ------

Market price at end of year                                 $11.938      $9.250      $9.375      $8.500    $10.250
                                                            -------      ------      ------      ------    -------

=TOTAL INVESTMENT RETURN FOR SHAREHOLDERS: (c)


Based on net asset value                                     27.3%       18.3%       14.6%        0.5%       7.2%

Based on market price                                        43.6%        9.3%       19.3%      (11.7)%      7.2%

RATIOS AND SUPPLEMENTAL DATA:

Net assets at end of year (millions)                         $167        $137        $120        $113        $125

Ratio of expenses to average net assets(d)                  1.20%       1.35%       1.42%       1.51%       1.35%

Ratio of net investment income (loss) to average net
        assets(d)                                          (0.18)%      0.06%       2.87%       2.12%      1.71%

Portfolio turnover rate                                       57%         51%         82%         50%        47%

</TABLE>


(a) Effect of Fund's rights offering for shares at a price below net asset
value.
(b) Effect of payment of a portion of distributions in newly issued shares
valued at a discount from net asset value.
(c) Calculated assuming all
distributions reinvested at the actual reinvestment price and all primary rights
exercised.
(d) The benefits derived from custody credits and directed brokerage
arrangements, if applicable, had an impact of less than 0.01%.
(e) Liberty Asset Management Company assumed complete management
responsibilities of the Fund in November 1995.


<PAGE>


                                SHARE PRICE DATA

     Trading in All-Star's shares on the NYSE commenced on March 14, 1986. For
the two years ended December 31, 2001 and 2002 and the quarters ended March 31,
2003 and June 30, 2003, the high and low sales prices for All-Star's shares, as
reported in the consolidated transaction reporting system, and the highest
discount from or premium to net asset value per share and the net asset value on
the day or days when the shares traded at such high and low sales prices, were
as follows:

<TABLE>
<CAPTION>



                                                                 (Discount                                      (Discount
                                                                 from) or                                       from)  or
                                                                 Premium to                                     Premium to
                                   High Sales     Net Asset      Net Asset       Low Sales      Net Asset       Net Asset
2001                               Price          Value          Value           Price          Value           Value
- ----                               -----          -----          -----           -----          -----           -----
<S>                                <C>          <C>    <C>        <C>            <C>            <C>             <C>

1st Quarter..............          $10.910      $10.90             0.1%          $8.00          $8.34           -4.1%

2nd Quarter..............          $10.28        $9.83             1.9%          $7.95          $7.62            5.1%

3rd Quarter..............          $9.90         $8.95            10.6%          $6.00          $6.30           -4.8%

4th Quarter..............          $8.70         $8.29             5.0%          $6.60          $6.66            -0.9%


2002
1st Quarter..............          $8.78         $8.22             6.8%          $7.57          $7.54             0.4%

2nd Quarter..............          $8.60         $8.07             6.6%          $6.18          $6.23            -0.8%

3rd Quarter..............          $6.60         $6.11             8.0%          $4.50          $5.46           -17.6%

4th Quarter..............          $5.85         $5.93            -1.4%          $4.38          $4.90           -10.6%

2003
1st Quarter..............          $5.59         $5.70            -1.4%          $4.61          $4.84            -4.8%
2nd Quarter..............          $             $                    %          $              $                    %

</TABLE>


     All-Star's shares have frequently traded at a discount from their net asset
value. Certain features of and steps taken by All-Star may have tended to reduce
the discount from net asset value at which its Shares might otherwise have
traded, although All-Star is not able to determine what effect, if any, these
various features and steps may have had. All-Star's current 10% distribution
policy (see "Distributions; Automatic Dividend Reinvestment and Cash Purchase
Plan-10% Distribution Policy" below), begun in February, 1997, may have
contributed to this effect. This trend may also have resulted in whole or in
part from other factors, such as the Fund's investment performance and increased
attention directed to All-Star by securities analysts and market letters.

     The net asset value of a share of All-Star on [ , 2003] was [$ ]. The last
reported sale price of an All-Star share on that day was [$ ], representing a
premium to net asset value of [ %].

                             INVESTMENT PERFORMANCE

     The table below shows two measures of All-Star's return to investors for
the one, three and five year periods ended [ , 2003] and from April 1, 1996 to [
, 2003], the calendar quarter beginning April 1, 1996 being the first full
calendar quarter during all of which the Fund was fully invested in accordance
with LAMCO's multi-management methodology (see "History of the Fund" below). No.
1 ("All-Star NAV") shows All-Star's investment performance based on a valuation
of its shares at net asset value ("NAV"). No. 2 ("All-Star Price") shows
All-Star's investment performance based on the market price of All-Star's
shares. Both measures assume reinvestment of all of the Fund's dividends and
distributions in additional shares pursuant to All-Star's Automatic Dividend
Reinvestment and Cash Purchase Plan (see "Distributions; Automatic Dividend
Reinvestment and Cash Purchase Plan" below) and full exercise of primary
subscription rights in All-Star's 1998 and 2001 rights offerings.

     The Lipper Multi-Cap Growth Fund Average has been included so that the
Fund's results may be compared with an unweighted average of the total return of
open-end mutual funds classified as multi-cap growth funds (i.e., mutual funds
having investment objectives and policies comparable to All-Star) published by
Lipper Inc. The record of the NASDAQ Composite Index has also been included so
that All-Star's results may be compared with those of an unmanaged group of
<PAGE>

securities widely regarded by investors as representative of growth stocks in
general. The NASDAQ Composite Index is a broad based capitalization-weighted
index of all NASDAQ National Market and Small Cap stocks, and the Lipper
Multi-Cap Growth Fund Average information reflects the total return of the
mutual funds included in the average, in each case assuming reinvestment of
dividends and distributions.
<TABLE>
<CAPTION>
                                          No. 1                    No. 2              Lipper Multi-Cap              NASDAQ
                                       All-Star NAV           All-Star Price         Growth Fund Average       Composite Index
                                      ---------------         ---------------        --------------------      ----------------
<S>                                       <C>                     <C>                      <C>                      <C>


1 Year                                    -8.0%                   -12.7%                    -8.5%                   -1.2%
3 Years                                   -13.8%                   -6.5%                   -19.05%                  -22.3%
5 Years                                   -4.7%                    -3.2%                    -1.5%                   -2.2%
Since April 1, 1996                        3.2%                    5.7%                     4.3%                     5.3%
</TABLE>


The return shown is the average annual return for the period indicated to May
31,2003.

     The above results represent All-Star's past performance and are not
intended as a prediction of its future performance. The investment return, net
asset value and market value of All-Star's Shares will fluctuate, so that such
shares when sold may be worth more or less than their original cost.

                                    THE OFFER

Terms of the Offer

     All-Star is issuing to Record Date Shareholders nontransferable Rights to
subscribe for the Shares, $.10 par value per Share, of the Fund's Common Stock.
Each such shareholder is being issued one Right for each share of Common Stock
owned on the Record Date. The Rights entitle the holder to acquire on Primary
Subscription at the Subscription Price one Share for each eight Rights held. No
Rights will be issued for fractional shares. Accordingly, Shares may be
purchased only pursuant to the exercise of Rights in integral multiples of
eight. Rights may be exercised at any time during the Subscription Period, which
commences on [ , 2003] and ends at 5:00 p.m., New York City time, on [ , 2003],
the Expiration Date.

     In addition, any shareholder who fully exercises all Rights initially
issued to him or her in the Primary Subscription (other than those Rights which
cannot be exercised because they represent the right to acquire less than one
Share) is entitled to subscribe for Shares which were not otherwise subscribed
for by others on Primary Subscription. For purposes of determining the number of
Shares a shareholder may acquire pursuant to the Offer, broker-dealers whose
shares are held of record on the Record Date by Cede or by any other depository
or nominee will be deemed to be the holders of the Rights that are issued to
Cede or such other depository or nominee on their behalf. If enough Shares are
available, all shareholder requests to buy Shares that were not bought by other
Rights holders will be honored in full. If the requests for Shares exceed the
Shares available, the Fund may, at its discretion, issue up to an additional 25%
of the Shares available pursuant to the Offer in order to honor such
over-subscriptions. The Fund may sell additional Shares to Shareholders if and
to the extent that Shares issued through the Offer would not cause any undue
dilution (reduction) of the NAV of the Shares.  Whether or not the Fund
determines to issue additional Shares to honor all over-subscriptions,
available Shares will be allocated pro rata among those shareholders on the
Record Date who over-subscribe based on the number of Rights originally issued
to them by the Fund Shares acquired pursuant to the Over-Subscription Privilege
are subject to allotment, which is more fully discussed below under
"Over-Subscription Privilege."

     The Rights are not transferable. Therefore, only the underlying Shares, and
not the Rights, will be admitted for trading on the NYSE. Since fractional
Shares will not be issued, shareholders who receive, or who are left with, fewer
than eight Rights will be unable to exercise such Rights and will not be
entitled to receive any cash in lieu of such fractional Shares.

     The Rights will be evidenced by Subscription Certificates which will be
mailed to Record Date Shareholders. Rights may be exercised by completing a
Subscription Certificate and delivering it, together with payment by means of
(i) a check or money order, or (ii) a Notice of Guaranteed Delivery, to the
Subscription Agent during the Subscription Period. The method by which Rights
may be exercised and the Shares paid for is set forth below under "Method of
Exercise of Rights" and "Payment for Shares."


<PAGE>
Purpose of the Offer

     The Board of Directors of All-Star has determined that (i) it would be in
the best interests of All-Star and its shareholders to increase the assets of
All-Star available for investment thereby permitting the Fund to be in a better
position to more fully take advantage of investment opportunities that may
arise, and (ii) the potential benefits of the Offer to All-Star and its
shareholders will outweigh the dilution to shareholders who do not fully
exercise their Rights. The proceeds of the Offer will enable All-Star's
Portfolio Managers to take advantage of perceived investment opportunities
without having to sell existing portfolio holdings which they otherwise would
retain. The Offer seeks to reward investors by giving existing shareholders the
opportunity to purchase additional Shares at a price below market and/or net
asset value and without brokerage commissions. In addition, the Offer will
enhance the likelihood that All-Star will continue to have sufficient assets
remaining after the distributions called for by its current 10% distribution
policy to permit the Fund to maintain the current ratio of its fixed expenses to
its net assets.

     All-Star's Fund Manager and Portfolio Managers will benefit from the Offer
because their fees are based on the average weekly net assets of All-Star. See
"Management of All-Star." It is not possible to state precisely the amount of
additional compensation they will receive as a result of the Offer because it is
not known how many Shares will be subscribed for and because the net proceeds of
the Offer will be invested in additional portfolio securities that will
fluctuate in value. One of All-Star's Directors who voted to authorize the Offer
is an "interested person," within the meaning of the 1940 Act, of LAMCO, and
therefore could benefit indirectly from the Offer. The other four Directors are
not "interested persons" of All-Star or LAMCO.

     All-Star may, in the future and at its discretion, choose to make
additional rights offerings from time to time for a number of shares and on
terms which may or may not be similar to this Offer. Any such future rights
offering will be made in accordance with the 1940 Act. In 1998, All-Star
completed a rights offering to shareholders of 1,314,122 additional shares at a
subscription price of $12.41 per share, for proceeds to the Fund of $16,222,143
after expenses. This rights offering was oversubscribed. In 2001, All-Star
completed a rights offering to shareholders of 2,117, 781 additional shares at a
subscription price of $6.64 per share, for proceeds to the Fund of $13,908,810
after expenses. This rights offering was oversubscribed. Under the laws of
Maryland, the state in which the Fund is incorporated, the Board of Directors is
authorized to approve rights offerings without obtaining shareholder approval.
The staff of the Securities and Exchange Commission ("SEC") has interpreted the
1940 Act as not requiring shareholder approval of a rights offering at a price
below the then current net asset value so long as certain conditions are met,
including a good faith determination by the fund's board of directors that such
offering would result in a net benefit to existing shareholders.

Over-Subscription Privilege

     If all of the Rights initially  issued in the Primary  Subscription are not
exercised,  any Shares for which  Subscriptions  have not been received ("Excess
Shares") will be offered, by means of the Over-Subscription Privilege, to Record
Date Shareholders who have exercised all the Rights initially issued to them and
who wish to acquire  more than the number of Shares for which the Rights  issued
to them are  exercisable.  Record Date  Shareholders who exercise all the Rights
initially  issued  to  them  will  have  the  opportunity  to  indicate  on  the
Subscription Certificate how many Shares they are willing to acquire pursuant to
the  Over-Subscription  Privilege.  If  sufficient  Excess  Shares  remain,  all
over-subscriptions  will be honored in full. If sufficient Excess Shares are not
available  to  honor  all  over-subscriptions,  the  Fund  may  issue  up  to an
additional 25% of the Shares available pursuant to the Primary Subscription,  to
satisfy  over-subscription  requests.  The Fund may sell  additional  Shares  to
Shareholders if and to the extent that Shares issued through the Offer would not
cause any undue dilution  (reduction)  of the NAV of the Shares.  Whether or not
the Fund determines to issue additional Shares to honor all  over-subscriptions,
available Excess Shares will be allocated  (subject to elimination of fractional
shares) among those who over-subscribe  based on the number of Rights originally
issued to them by the Fund.

     The  method  by which  Excess  Shares  will be  distributed  and  allocated
pursuant to the Over-Subscription Privilege is as follows. Excess Shares will be
available for purchase pursuant to the  Over-Subscription  Privilege only to the
extent  that the  maximum  number of Shares is not  subscribed  for  through the
exercise of the  Primary  Subscription  by the  Expiration  Date.  If the Excess
Shares  are  not  sufficient  to  satisfy  all  subscriptions  pursuant  to  the
Over-Subscription  Privilege,  the  Excess  Shares  will be  allocated  pro rata
(subject to the elimination of fractional  Shares) among those holders of Rights
exercising the Over-Subscription  Privilege, in proportion, not to the number of
Shares requested pursuant to the Over-
<PAGE>

Subscription  Privilege,  but to the number of shares  held on the Record  Date;
provided,  however, that if this pro rata allocation results in any holder being
allocated  a greater  number of Excess  Shares  than the holder  subscribed  for
pursuant to the exercise of such holder's Over-Subscription Privilege, then such
holder  will be  allocated  only such  number of  Excess  Shares as such  holder
subscribed for and the remaining Excess Shares will be allocated among all other
holders  exercising  Over-Subscription  Privileges.  The  formula  to be used in
allocating the Excess Shares is as follows:

             Holder's Record Date Position
             ------------------------------
             Total Record Date Position             Excess Shares
             of all Oversubscribers         x       Remaining

     The allocation process with regard to Over-Subscriptions may involve a
similar allocation process as to Excess Shares. The Fund will not offer or sell
any Shares which are not subscribed for under the Primary Subscription or the
Over-Subscription Privilege.

The Subscription Price

     The Subscription Price for the Shares to be issued pursuant to the Rights
will be 95% of the lower of (i) the last reported sale price of a share of
All-Star on the NYSE on the Pricing Date, or (ii) the net asset value of a share
of All-Star on the Pricing Date.

     All-Star announced the terms of the Offer before the opening of trading on
the NYSE on June 18, 2003 The net asset value per Share of All-Star at the close
of business on June 17, 2003 and on [ , 2003] was [$ ] and [$ ], respectively,
and the last reported sale price of a Share on the NYSE on those dates was [$ ]
and [$ ], respectively, representing a 1.9% and a [ ]% premium, respectively, in
relation to the net asset value per Share at the close of business on these
dates.

Expiration of the Offer

     The Offer will expire at 5:00 p.m., New York City time, on [ , 2003].
Rights will expire on the Expiration Date and thereafter may not be exercised,
unless the Offer is extended. Since the Expiration Date is prior to the Pricing
Date, shareholders who decide to acquire Shares on Primary Subscription or
pursuant to the Over-Subscription Privilege will not know, when they make such
decision, what the Purchase Price for such Shares will be.

     Any extension, termination, or amendment of the Offer will be followed as
promptly as practicable by announcement thereof, such announcement in the case
of an extension to be issued no later than 9:00 a.m., New York City time, on the
next business day following the previously scheduled Expiration Date. The Fund
will not, unless otherwise required by law, have any obligation to publish,
advertise, or otherwise communicate any such announcement other than by making a
release to the Dow Jones News Service or such other means of announcement as the
Fund deems appropriate.

Subscription Agent

     The Subscription  Agent is EquiServe Trust Company,  N.A., P.O. Box 859208,
Braintree,  MA 02185.  EquiServe  Trust Company N.A. is also the Fund's dividend
paying agent, transfer agent and registrar.  The Subscription Agent will receive
from All-Star a fee estimated to be no more than [$ ] and  reimbursement for its
out-of-pocket expenses related to the Offer.

<PAGE>

Information Agent

     Any questions or requests for assistance regarding the Offer may be
directed to the Information Agent at its telephone number and address listed
below:

          The Altman Group, Inc.
          1275 Valley Brook Avenue
          Lyndhurst, NJ 07071

          Call Toll Free (800) 467-4954

The Information Agent will receive a fee from All-Star estimated at
approximately $4,500 and reimbursement for its out-of-pocket expenses related to
the Offer.

Method of Exercise of Rights

     Rights may be exercised by filling in and signing the reverse side of the
Subscription Certificate and mailing it in the envelope provided, or otherwise
delivering the completed and signed Subscription Certificate to the Subscription
Agent, together with payment for the Shares as described below under "Payment
for Shares." Rights may also be exercised through a Rights holder's broker
through a Notice of Guaranteed Delivery, who may charge such Rights holder a
servicing fee in connection with such exercise. Fractional Shares will not be
issued, and Rights holders who receive, or who are left with, fewer than eight
Rights will not be able to exercise such Rights.

     Completed Subscription Certificates and related payments must be received
by the Subscription Agent prior to 5:00 p.m., New York City time, on the
Expiration Date (unless payment is effected by means of a Notice of Guaranteed
Delivery as described below under "Payment for Shares") at the offices of the
Subscription Agent at one of the addresses set forth below.

The  Subscription  Certificate  and payment  should be sent to  EQUISERVE  TRUST
COMPANY, N.A. by one of the following methods:

Subscription Certificate
Delivery Method                               Address
- ---------------                               -------

if By Mail:                                   EquiServe
                                              Att: Corporate Actions
                                              P.O. Box 859208
                                              Braintree, MA 02185-9208

If By Hand:                                   Securities Transfer and Reporting
                                                Services, Inc.
                                              c/o EquiServe
                                              100 Williams St. Galleria
                                              New York, NY  10038

If By Overnight Courier or                    EquiServe
Express Mail:                                 Attn: Corporate Actions
                                              61 Bay State Road
                                              Braintree, MA 02184

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

<PAGE>

Delivery by any method or to any address not listed above will not constitute
good delivery.

     All questions as to the validity, form, eligibility (including times of
receipt and matters pertaining to beneficial ownership) and the acceptance of
subscription forms and the Subscription Price will be determined by All-Star,
which determinations will be final and binding. No alternative, conditional or
contingent subscriptions will be accepted. All-Star reserves the absolute right
to reject any or all subscriptions not properly submitted or the acceptance of
which would, in the opinion of the Fund's counsel, be unlawful. All-Star also
reserves the right to waive any irregularities or conditions, and the Fund's
interpretations of the terms and conditions of the Offer shall be final and
binding. Any irregularities in connection with subscriptions must be cured
within such time, if any, as the Fund shall determine unless waived. Neither
All-Star nor the Subscription Agent shall be under any duty to give notification
of defects in such subscriptions or incur any liability for failure to give such
notification. Subscriptions will not be deemed to have been made until such
irregularities have been cured or waived.

Payment for Shares

     Holders of Rights who subscribe for Shares on Primary Subscription or
pursuant to the Over-Subscription Privilege may choose between the following
methods of payment:

     (1) A subscription will be accepted by the Subscription Agent if, prior to
5:00 p.m., New York City time, on the Expiration Date, the Subscription Agent
shall have received a Notice of Guaranteed Delivery, by facsimile or otherwise,
from a bank or trust company or a NYSE or National Association of Securities
Dealers member firm, guaranteeing delivery of (a) payment of the full
Subscription Price for the Shares subscribed for on Primary Subscription and any
additional Shares subscribed for pursuant to the Over-Subscription Privilege and
(b) a properly completed and executed Subscription Certificate. The Subscription
Agent will not honor a Notice of Guaranteed Delivery if a properly completed and
executed Subscription Certificate and full payment for the Shares is not
received by the Subscription Agent by [ , 2003]. The Notice of Guaranteed
Delivery may be delivered to the Subscription Agent in the same manner as
Subscription Certificates at the addresses set forth above, or may be
transmitted to the Subscription Agent by facsimile transmission (telecopy number
(781) 380-3388; telephone number to confirm receipt (781) 843-1833).

     (2) Alternatively, a holder of Rights can, together with the Subscription
Certificate, send payment for the Shares acquired on Primary Subscription and
any additional Shares subscribed for pursuant to the Over-Subscription Privilege
to the Subscription Agent based on an estimated purchase price of [$ ] per
Share. To be accepted, such payment, together with the Subscription Certificate,
must be received by the Subscription Agent prior to 5:00 p.m., New York City
time, on the Expiration Date. The Subscription Agent will not accept cash as a
means of payment for Shares. A payment pursuant to this method must be in United
States dollars by money order or certified or cashier's check drawn on a bank
located in the continental United States, must be payable to the Liberty
All-Star Growth Fund, Inc., and must accompany an executed Subscription
Certificate to be accepted.

     Within ten business days following the Expiration Date (the "Confirmation
Date" ), a confirmation will be sent by the Subscription Agent to each
shareholder exercising his or her Rights (or, if the All-Star shares on the
Record Date are held by Cede or any other depository or nominee, to Cede or such
other depository or nominee), showing (i) the number of Shares acquired pursuant
to the Primary Subscription; (ii) the number of Shares, if any, acquired
pursuant to the Over-Subscription Privilege; (iii) the per Share and total
purchase price for the Shares; and (iv) any additional amount payable by such
shareholder to All-Star or any excess to be refunded by All-Star to such
shareholder, in each case based on the Subscription Price as determined on the
Pricing Date. Any additional payment required from a shareholder must be
received by the Subscription Agent prior to 5:00 p.m., New York City time, on [
, 2003], and any excess payment to be refunded by All-Star to such shareholder
will be mailed by the Subscription Agent with the confirmation. All payments by
a shareholder must be in United States dollars by money order or check drawn on
a bank located in the United States of America and be payable to Liberty
All-Star Growth Fund, Inc. All payments will be held by the Subscription Agent
pending completion of the processing of the subscription, and will then be paid
to All-Star. Any interest earned on such amounts will accrue to All-Star and
none will be paid to the subscriber.

     Whichever of the above two methods of payment is used, issuance and
delivery of the Shares subscribed for are subject to collection of checks and
actual payment pursuant to any Notice of Guaranteed Delivery.
<PAGE>

     Rights holders will have no right to rescind their subscription after
receipt of their payment for Shares by the Subscription Agent.

     If a holder of Rights who acquires Shares pursuant to the Primary
Subscription or the Over-Subscription Privilege does not make payment of any
amounts due, All-Star reserves the right to take any or all of the following
actions: (i) reallocate such subscribed and unpaid for Shares to shareholders
exercising the Over-Subscription Privilege [who did not receive the full
Over-Subscription requested]; (ii) apply any payment actually received by it
toward the purchase of the greatest number of whole Shares which could be
acquired by such holder upon exercise of the Primary Subscription or the
Over-Subscription Privilege; (iii) exercise any and all other rights or remedies
to which it may be entitled, including, without limitation, the right to set off
against payments actually received by it with respect to such subscribed Shares
to enforce the relevant guaranty of payment or monetary damages.

     All-Star shareholders whose shares are held by a broker-dealer, bank, trust
company or other nominee should contact the nominee to exercise their Rights and
request the nominee to exercise their Rights in accordance with their
instructions.

     Brokers, banks, trust companies, depositories and other nominees who hold
All-Star Shares for the account of others should notify the respective
beneficial owners of such Shares as soon as possible to ascertain such
beneficial owners' intentions and to obtain instructions with respect to
exercising the Rights. If the beneficial owner so instructs, the record holder
of such Right should complete Subscription Certificates and submit them to the
Subscription Agent with the proper payment.

     The instructions contained on the Subscription Certificate should be read
carefully and followed in detail. Do Not Send Subscription Certificates to
All-Star. (They should be sent to EquiServe Trust Company, N.A. as indicated
above).

     The method of delivery of Subscription Certificates and payment of the
Subscription Price to the Subscription Agent will be at the election and risk of
the Rights holders, but if sent by mail it is recommended that the certificates
and payments be sent by registered mail, properly insured, with return receipt
requested, and that a sufficient number of days be allowed to ensure delivery to
the Subscription Agent and clearance of payment prior to 5:00 p.m., New York
City time, on the Expiration Date.

Delivery of Stock Certificates

     Participants in All-Star's Automatic Dividend Reinvestment and Cash
Purchase Plan who exercise the Rights issued on the shares held in their
accounts in the Plan will have their Shares acquired on Primary Subscription and
pursuant to the Over-Subscription Privilege credited to their shareholder
distribution reinvestment accounts in the Plan. Shareholders whose shares are
held of record by Cede or by any other depository or nominee on their behalf or
their broker-dealers' behalf will have their Shares acquired on Primary
Subscription and pursuant to the Over-Subscription Privilege credited to the
account of Cede or such other depository or nominee. With respect to all other
shareholders, stock certificates for all Shares acquired on Primary Subscription
and pursuant to the Over-Subscription Privilege will be mailed, together with
the confirmation and refund of the amount, if any, paid in excess of the final
Subscription Price, on or about [ , 2003]. If the shareholder's confirmation
shows that an additional amount is payable due to the final Subscription Price
exceeding the estimated Subscription Price, the stock certificates will be
mailed on or about [ , 2003], provided that such additional amount has been paid
and payment for the Shares subscribed for has cleared, which clearance may take
up to five days from the date of receipt of the payment. If such payment does
not clear within five business days from the date of receipt, All-Star may
exercise its rights in the event of nonpayment under "Payment for Shares" above.

      Record Date Shareholders whose record addresses are outside the United
States will receive written notice of the Offer; however, Subscription
Certificates will not be mailed to such shareholders. The Rights to which those
Subscription Certificates relate will be held by the Subscription Agent for such
foreign Record Date Shareholders' accounts until instructions are received in
writing with payment to exercise the Rights. If no such instructions are
received by the Expiration Date, such Rights will expire. See "Subscription
Agent".
<PAGE>

Federal Income Tax Consequences

     The following is a general summary of the significant federal income tax
consequences of the receipt of Rights by a Record Date Shareholder and a
subsequent lapse or exercise of Rights. The discussion is based on applicable
provisions of the Internal Revenue Code of 1986, as amended ("Code"), the
Treasury Regulations promulgated thereunder and other authorities currently in
effect, all of which are subject to change, possibly with a retroactive effect.
This discussion does not purport to be complete or to deal with all aspects of
federal income taxation that may be relevant to shareholders in light of their
particular circumstances or to shareholders subject to special treatment under
the Code (such as insurance companies, financial institutions, tax-exempt
entities, employee benefit plans, dealers in securities, foreign corporations
and persons who are not U.S. citizens or residents), and does not address any
state, local or foreign tax consequences.

     For federal income tax purposes, neither the receipt nor the exercise of
the Rights by Record Date Shareholders will result in taxable income to them,
and they will realize no loss with respect to any Rights that expire without
being exercised. All-Star will realize no gain or loss on the issuance, exercise
or expiration of the Rights.

     A Record Date Shareholder's holding period for a Share acquired on exercise
of Rights will begin with the date of exercise, and the shareholder's basis for
determining gain or loss on the sale of that Share will equal the sum of the
shareholder's basis in the exercised Rights, if any, plus the Subscription Price
for the Share. A Record Date Shareholder's basis in exercised Rights will be
zero unless either (1) the Rights' fair market value on the date of distribution
is 15% or more of the fair market value on that date of the Shares with respect
to which the Rights were distributed or (2) the shareholder elects, on his, her
or its federal income tax return for the taxable year in which the Rights are
received, to allocate part of the basis of those Shares to the Rights. If either
clause (1) or (2) applies, then if the Rights are exercised, the shareholder
will allocate his, her or its basis in the Shares with respect to which the
Rights were distributed between those Shares and the Rights in proportion to
their respective fair market values on the distribution date. A Record Date
Shareholder's gain or loss recognized on sale of a Share acquired on the
exercise of Rights will be a capital gain or loss (assuming the Share was held
as a capital asset at the time of sale) and will be long-term capital gain or
loss, taxable at a maximum rate of 15% in the case of a noncorporate
shareholder, if the shareholder then held the Share for more than one year.

Employee Benefit Plan Considerations

     Shareholders that are employee benefit plans subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") (including separate
profit sharing/retirement and savings plans, and plans for self-employed
individuals and their employees) and individual retirement accounts ("IRAs)
(collectively, "Retirement Plans") should be aware that additional contributions
of cash to a Retirement Plan (other than rollover contributions or
trustee-to-trustee transfers from other Retirement Plans) in order to exercise
Rights may, when taken together with contributions previously made, be treated
as excess or nondeductible contributions subject to excise taxes. In the case of
Retirement Plans qualified under section 401(a) of the Code, additional cash
contributions could cause violations of the maximum contribution limitations of
section 415 of the Code or other qualification rules. Retirement Plans in which
contributions are so limited should consider whether there is an additional
source of funds available within the Retirement Plan, including the liquidation
of assets, with which to exercise the Rights. Because the rules governing
Retirement Plans are extensive and complex, Retirement Plans contemplating the
exercise of Rights should consult with their counsel prior to such exercise.

         Retirement Plans and other tax-exempt entities, including governmental
plans, should also be aware that if they borrow to finance their exercise of
Right, they become subject to tax on unrelated business taxable income under
Section 511 of the Code. If any portion of an IRA is used as security for a
loan, that portion will be treated as a distribution to the IRA owner.

         ERISA contains fiduciary responsibility requirements, and ERISA and the
Code contain prohibited transaction rules, that may impact the exercise of
Rights. Due to the complexity of these requirements and rules and the penalties
for non-compliance, Retirement Plans should consult with their counsel regarding
the consequences of their exercise of Rights under ERISA and the Code.
<PAGE>

                     SPECIAL CONSIDERATIONS AND RISK FACTORS

Dilution

     If you do not exercise all of your Rights during the  Subscription  Period,
when the Offering is over you will own a relatively  smaller  percentage  of the
Fund if you had exercised all of your Rights. The Fund cannot tell you precisely
how much smaller the  percentage  of the Fund that you would own will be because
the Fund does not know how many of the  Fund's  Record  Date  Shareholders  will
exercise their Rights and how many of their Rights they will exercise.  Further,
if you do not submit  subscription  requests  pursuant to the  Over-Subscription
Privilege,  you may  experience  dilution  in your  holdings  if the Fund offers
additional  Shares  for  subscription.  The Fund may sell  additional  Shares to
Shareholders if and to the extent that Shares issued through the Offer would not
cause any undue dilution (reduction) of the NAV of the Shares.

         Shareholders will experience an immediate dilution of the aggregate NAV
of Shares as a result of the completion of the Offer because (i) the
Subscription Price per Share will be less than the Fund's NAV per Share on the
Expiration Date, (ii) the Fund will incur expenses in connection with the Offer,
and (iii) the number of Shares outstanding after the Offer will increase in a
greater percentage than the increase in the size of the Fund's assets. This
dilution also will affect Record Date Shareholders to a greater extent if they
do not exercise their Rights in full. It is not possible to state precisely the
amount of any decreases in either NAV or in ownership interests, because it is
not known at this time what the NAV per Share will be at the Expiration Date or
what proportion of the Shares will be subscribed. Finally, there may be a
dilution of earnings per Share due to the increase in the number of Shares
outstanding, but only to the extent that investments of the proceeds of the
Offer do not achieve the same return as current investments held by the Fund. To
the extent such investments achieve a better return than current investments,
earnings per Share will experience appreciation.

         The following example assumes that all of the Shares are sold at the
Estimated Subscription Price of [$ ] and after deducting all expenses related to
the issuance of the Shares.

<TABLE>
<CAPTION>
                                       NAV per Share on          Dilution                   Percentage
                                      [         , 2003]      per Share in Dollars           Dilution
                                      -----------------      ---------------------          -----------

<S>                                    <C>                     <C>                          <C>


Primary Subscription
or [         ] Shares                  $                       $                            %

</TABLE>

Market Value and Net Asset Value

         The shares of closed-end investment companies frequently trade at a
discount from net asset value. This characteristic of shares of a closed-end
fund is a risk separate and distinct from the risk that the Fund's net asset
value may decrease. Since the commencement of the Fund's operations, the Fund's
Shares have generally traded in the market at a discount to net asset value. The
risk of purchasing shares of a closed-end fund that might trade at a discount is
more pronounced if you wish to sell your shares in a relatively short period of
time. If you do so, realization of a gain or loss on your investment is likely
to be more dependent upon the existence of a premium or discount than upon
portfolio performance. The Fund's Shares are not subject to redemption.
Investors desiring liquidity may, subject to applicable securities laws, trade
their Shares in the Fund on any exchange where such Shares are then trading at
current market value, which may differ from the then current net asset value.
Moreover, Shareholders expecting to sell their Shares during the course of the
Offer should be aware that there is a greater risk that the potential discount
referred to above, which may increase during the Offer, will adversely affect
them. This increased risk is because, among other things, the market price per
Share may reflect the anticipated dilution that will result from this Offer. The
Fund cannot predict whether the Shares will trade at a discount or premium to
NAV after completion of the Offer.
<PAGE>

Possible Suspension of the Offer

     All-Star has, as required by the Securities and Exchange Commission's
registration form, undertaken to suspend the Offer until it amends this
Prospectus if subsequent to [ , 2003], the effective date of the Fund's
Registration Statement, All-Star's net asset value declines more than 10% from
its net asset value as of [ , 2003]. All-Star will notify shareholders of any
such decline and suspension and thereby permit them to cancel their exercise of
Rights.

                                 USE OF PROCEEDS

     The net proceeds of the Offer, assuming that all Shares offered hereby are
sold at an assumed Subscription Price of [$ ] per share, are estimated to be
approximately [$ ], after deducting expenses related to the Offer payable by
All-Star estimated at [$160,000]. If the Fund in its sole discretion increases
the number of Shares subject to the Offer by 25% in order to satisfy
over-subscriptions, net proceeds will be approximately [$ ]. Such net proceeds
will be invested by All-Star's Portfolio Managers in portfolio securities in
accordance with All-Star's investment objective and policies. It is anticipated
that investment of such net proceeds under normal market conditions will take
place during a period of approximately 30 days from their receipt by All-Star,
and would in any event be completed within three months. Pending such
investment, the net proceeds will be invested in Short-Term Money Market
Instruments (as defined under "Investment Objective and Policies" below).

                               HISTORY OF THE FUND

     The Fund was incorporated as a Maryland corporation on December 16, 1985
and commenced investment operations on March 14, 1986 as a closed-end management
investment company under the name "Growth Stock Outlook Trust, Inc." and under
the management of Growth Stock Outlook, Inc. ("GSO"), a corporation owned by Mr.
Charles Allmon and his wife. In May, 1990, the Fund's original investment
objective of long-term capital appreciation (with income being a consideration
in the selection of investments but not an investment objective) was changed to
long-term capital appreciation as a primary objective and current income as a
secondary objective, in each case with an emphasis on the preservation of
capital, and in May, 1991 the Fund's name was changed to "The Charles Allmon
Trust, Inc." During GSO's management of the Fund, a substantial portion of the
Fund's portfolio was invested in U.S. Government Securities and other short-term
cash equivalents.

     Pursuant to an Asset Acquisition and Fund Transition Agreement among LAMCO,
GSO and Mr. Allmon, on May 27, 1994, the Fund entered into a Fund Management
Agreement with LAMCO pursuant to which LAMCO provided the multi-manager services
described under "The Multi-Manager Concept" below with respect to an initial
amount equal to 20% of the Fund's total assets, with GSO continuing to manage
the remaining 80%. LAMCO also assumed administrative responsibility for the
Fund. On November 6, 1995, LAMCO assumed investment management responsibility
for 100% of the Fund's assets, the Fund's name was changed to "Liberty All-Star
Growth Fund, Inc.," the Fund's investment objective was returned to the original
objective of long-term capital appreciation, and the Fund's Board of Directors
was reconstituted. The approximately 79% of the Fund's assets then being managed
by GSO, over 80% of which had been invested in U.S. Treasury bills and other
short-term cash equivalents, was assigned in substantially equal portions to the
Fund's then three Portfolio Managers under LAMCO's supervision and within three
months was substantially fully invested in equity securities in accordance with
each Portfolio Manager's respective investment style.

                            THE MULTI-MANAGER CONCEPT

     All-Star allocates its portfolio assets on an approximately equal basis
among a number of Portfolio Managers, currently three in number, recommended by
LAMCO, each of which employs a different investment style, and from time to time
rebalances the portfolio among the Portfolio Managers so as to maintain an
approximately equal allocation of the portfolio among them throughout all market
cycles.

     In the opinion of LAMCO, the multi-manager concept provides advantages over
the use of a single manager because of the following primary factors:

     (i) most equity investment management-firms consistently employ a distinct
investment style which causes them to emphasize stocks with particular
characteristics;
<PAGE>

     (ii) because of changing investor preferences, any given investment style
will move into and out of market favor and will result in better investment
performance under certain market conditions but less successful performance
under other conditions;

     (iii) by allocating All-Star's portfolio on an approximately equal basis
among Portfolio Managers employing different styles, the impact of any one such
style on investment performance will be diluted, and the investment performance
of the total portfolio will be more consistent and less volatile over the
long-term than if a single style was employed throughout the entire period;

     (iv) consistent performance at a given annual rate of return over time
produces a higher rate of return for the long-term than more volatile
performance having the same average annual rate of return.

     LAMCO, based on the foregoing principles and on its analysis and evaluation
of information regarding the personnel and investment styles and performance of
a universe of numerous professional investment management firms, has selected
for appointment by All-Star a group of Portfolio Managers representing a
blending of different investment styles which, in its opinion, is appropriate to
All-Star's investment objective.

     LAMCO continuously monitors the performance and investment styles of
All-Star's Portfolio Managers and from time to time recommends changes of
Portfolio Managers based on factors such as changes in a Portfolio Manager's
investment style or a departure by a Portfolio Manager from the investment style
for which it had been selected, a deterioration in a Portfolio Manager's
performance relative to that of other investment management firms practicing a
similar style, or adverse changes in its ownership or personnel. Portfolio
Manager changes may also be made to change the mix of investment styles employed
by All-Star's Portfolio Managers. Since LAMCO's assumption of management
responsibilities for the Fund in May, 1994 (see "History of the Fund"), All-Star
has had [four] Portfolio Manager changes.

     All-Star Portfolio Manager changes, as well as the periodic rebalancings of
its portfolio among the Portfolio Managers and the need to raise cash for
All-Star's quarterly distributions, may result in some portfolio turnover in
excess of what would otherwise be the case (see "Financial Highlights" above).
Increased portfolio turnover would cause increased brokerage commission costs to
All-Star, and may result in greater realization of capital gains, which are
taxable to shareholders.

     Under the terms of an exemptive order issued to All-Star and LAMCO by the
Securities and Exchange Commission, a portfolio management agreement with a new
or additional Portfolio Manager may be entered into in advance of shareholder
approval, provided that the new agreement is at a fee no higher than that
provided in, and is on other terms and conditions substantially similar to,
All-Star's agreements with its other Portfolio Managers, and that its
continuance is subject to approval by shareholders at All-Star's next regularly
scheduled annual shareholder meeting (normally held in April) following the date
of the new or additional portfolio management agreement. Information about
Portfolio Manager changes or additions made in advance of shareholder approval
will be announced to the press following Board of Directors action and will be
included in the next report to shareholders.

     All-Star's current Portfolio Managers are:

         William Blair & Company, L.L.C.
         TCW Investment Management Company
         M.A. Weatherbie & Co., Inc.

     See Appendix A for information about these Portfolio Managers, including
the employees primarily responsible for the day-to-day management of the portion
of All-Star's portfolio allocated to each.

                    INVESTMENT OBJECTIVE, POLICIES AND RISKS

     All-Star's investment objective is to seek long-term capital appreciation.
It seeks its investment objective through investment primarily in a diversified
portfolio of equity securities.

<PAGE>

     All-Star invests primarily (at least 65% under normal market conditions) in
equity securities, including securities convertible into or exchangeable for
equity securities.

     Although under normal market conditions All-Star will remain substantially
fully invested in equity securities, up to 35% of the value of All-Star's total
assets may generally be invested in obligations of the U.S. Government and its
agencies and instrumentalities ("U.S. Government Securities"), repurchase
agreements with respect to U.S. Government Securities, and, to an extent not
greater than 10% of the market value of the Fund's total assets, money market
mutual funds that invest primarily in U.S. Government Securities. All-Star may
temporarily invest without limit in U.S. Government Securities, repurchase
agreements and money market mutual funds for defensive purposes when LAMCO or
the Portfolio Managers deem that market conditions are such that a more
conservative approach to investment is desirable.

     All-Star's investment objective of long-term capital appreciation, as well
as certain of its investment restrictions referred to under "Reducing Risk"
below and in the Statement of Additional Information, are fundamental and may
not be changed without a majority vote of All-Star's outstanding shares. Under
the 1940 Act, a "majority vote" means the vote of the lesser of (a) 67% of the
shares of All-Star represented at a meeting at which the holders of more than
50% of the outstanding shares of All-Star are present or represented, or (b)
more than 50% of the outstanding shares of All-Star. Non-fundamental policies
may be changed by vote of the Board of Directors.

Repurchase Agreements

     All-Star may enter into repurchase agreements with banks or broker-dealer
firms whereby such institutions sell U.S. Government Securities to All-Star and
agree at the time of sale to repurchase them at a mutually agreed upon time and
price. The resale price is greater than the purchase price, reflecting an
agreed-upon interest rate which is effective during the time between the
purchase and resale and is not related to the stated interest rate on the
purchased securities. All-Star requires the seller of the securities to maintain
on deposit with All-Star's custodian bank securities in an amount at all times
equal to or in excess of the value of the repurchase agreement. In the event
that the seller of the securities defaults on its repurchase obligation or
becomes bankrupt, All-Star could receive less than the repurchase price on the
sale of the securities to another party or could be subjected to delays in
selling the securities. Under normal market conditions, not more than 35% of
All-Star's total assets will be invested in Short-Term Money Market Instruments,
including repurchase agreements, and not more than 10% of All-Star's net assets
will be invested in repurchase agreements maturing in more than seven days.

Foreign Securities

     All-Star may invest up to 25% percent of its net assets in foreign
securities, provided that it will not purchase the securities of a foreign
issuer if, as a result, more than 50% of the Fund's investments in equity
securities would consist of securities of foreign issuers. All-Star presently
does not intend to invest 10% or more of its assets in foreign securities.
Investment in foreign securities involves considerations and risks not typically
associated with investing in securities of domestic companies. See "Investment
Objectives and Policies--Foreign Securities" in the Statement of Additional
Information.

Risks

     As an investment company that holds common stocks, All-Star's portfolio is
subject to the possibility that common stock prices will decline over short or
even extended periods. All-Star may remain substantially fully invested during
periods when stock prices generally rise and also during periods when they
generally decline. In addition, All-Star's portfolio is subject to the risks
associated with growth stocks. Growth stock prices may be more sensitive to
changes in current or expected earnings than the prices of other stocks, and
growth stocks may not perform as well as value stocks or the stock market in
general. Risks are inherent in investments in equities, and Fund shareholders
should be able to tolerate significant fluctuations in the value of their
investment in All-Star. All-Star is intended to be a long-term investment
vehicle and is not designed to provide investors with a means of speculating on
short-term stock market movements. Investors should not consider the Fund a
complete investment program.

     In addition to the foregoing investment risks, shares of closed-end
investment companies such as All-Star are not redeemable and frequently trade at
a discount from their net asset value. This risk is separate and distinct from
the risk that
<PAGE>

All-Star's net asset value may decline. See "Share Price Data" for
information about the market price and net asset value of All-Star's shares
since January 1, 2001.

Reducing Investment Risk

     As a matter of fundamental policy, All-Star will not (i), as to 75% of its
total assets, purchase the securities (other than U.S. Government Securities) of
any one issuer if after such purchase more than 5% of its assets would be
invested in the securities of that issuer, (ii) purchase more than 10% of the
outstanding voting securities of such issuer, (iii) invest 25% more of its total
assets in the securities of issuers in the same industry, or (iv) invest more
than 10% of its total assets in securities that at the time of purchase have
legal or contractual restrictions on resale (including unregistered securities
that are eligible for resale to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933). See "Investment Restrictions" in the
Statement of Additional Information.


                             MANAGEMENT OF ALL-STAR

     The management of All-Star's business and affairs is the responsibility of
its Board of Directors.

     All-Star has a Fund Management Agreement with LAMCO pursuant to which LAMCO
provides the Portfolio Manager selection, evaluation, monitoring and rebalancing
services ("investment management services") described above under "The
Multi-Manager Concept." No single individual at LAMCO is responsible for LAMCO's
decisions with respect to the retention or replacement of the Portfolio
Managers.

     LAMCO is also responsible for the provision of administrative services to
All-Star, including the provision of office space, shareholder and broker-dealer
communications, compensation of officers of All-Star who are also officers or
employees of LAMCO or its affiliates, and the supervision of transfer agency,
dividend disbursing, custodial and other services provided to All-Star. Certain
of LAMCO's administrative responsibilities have been delegated to Columbia.

     LAMCO, organized in 1985, is a direct wholly owned subsidiary of Columbia
Management Group, Inc. (formerly known as Fleet/Liberty Holdings, Inc.), which
is a direct wholly owned subsidiary of Fleet National Bank, a national banking
association, which in turn is a direct wholly owned subsidiary of FleetBoston
Financial Corporation, a U.S. financial holding company. The principal executive
offices of LAMCO are located at One Financial Center, Boston, Massachusetts
02111. The principal executive offices of Columbia Management Group, Inc., Fleet
National Bank and FleetBoston Financial Corporation are located at 100 Federal
Street, Boston, Massachusetts 02110.

     Under All-Star's Portfolio Management Agreements with each of its Portfolio
Managers and LAMCO, each Portfolio Manager has discretionary authority
(including for the selection of brokers and dealers for the execution of
All-Star's portfolio transactions) with respect to the portion of All-Star's
assets allocated to it by LAMCO from time to time, subject to All-Star's
investment objective and policies, to the supervision and control of the
Directors, and to instructions from LAMCO. As described under the section
entitled "The Multi-Manager Concept", LAMCO from time to time reallocates
All-Star's portfolio assets in order to maintain an approximately equal
allocation among the Portfolio Managers and to preserve an approximately equal
weighting among the different investment styles practiced by the Portfolio
Managers. Although the Portfolio Managers' activities are subject to general
oversight by LAMCO and the Directors and officers of All-Star, neither LAMCO nor
such Directors and officers evaluate the investment merits of the Portfolio
Managers' selections of individual securities. See Appendix A for a description
of the Portfolio Managers.

     Although All-Star does not permit a Portfolio Manager to act or have a
broker-dealer affiliate act as broker for Fund portfolio transactions initiated
by it, All-Star's Portfolio Managers are permitted to place portfolio
transactions initiated by them with another Portfolio Manager or its
broker-dealer affiliate for execution on an agency basis, provided the
commission does not exceed the usual and customary broker's commission being
paid to other brokers for comparable transactions and is otherwise in accordance
with All-Star's procedures adopted under Rule 17e-1 under the 1940 Act.

     Under All-Star's Fund Management Agreement with LAMCO and its Portfolio
Management Agreements with the Portfolio Managers, All-Star pays LAMCO a fund
management fee and an administrative fee, and LAMCO in turn pays the fees of the
Portfolio Managers from the fund management fees paid to it. The annual fees
that are paid under the
<PAGE>

current agreements are shown below (fees are payable
monthly based on the indicated percentage of the Fund's average weekly net
assets during the prior month).
<TABLE>
<CAPTION>


                                       Fund Management
                                       Fee Paid to LAMCO
                                       and Portfolio Management
 Average weekly                        Fee Paid to                                   Administrative
 Net Asset Value                       Portfolio Managers                            Fee Paid to LAMCO     Total Fees
- ----------------                       ------------------                            -----------------     ----------
<S>                                    <C>                                           <C>                   <C>

[First $300 million]                   0.80% (0.40% to Portfolio Managers)           0.20%                 1.00%
[Over $300 million]                    0.72% (0.36% to Portfolio Managers)           0.18%                 0 90%

</TABLE>

     Columbia provides pricing and bookkeeping services to All-Star for an
annual fee of [$ ] per year plus a fee based on the Fund's average net assets
for any month that such assets are over [$ ] million. The fee shall be
calculated as follows: [$ ] divided by the sum of the Fund's average monthly net
assets plus the average monthly net assets of Liberty All-Star Growth Fund, Inc.
The Fund also reimburses Columbia for its out-of-pocket expenses, including fees
payable to third parties for pricing services.

Custodian and Transfer Agent

     State Street Bank & Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, is All-Star's custodian. EquiServe Trust Company, N.A., 150
Royall Street, Canton, Massachusetts 02021, is the transfer and dividend
disbursing agent and registrar for All-Star.

Expenses of the Fund

     LAMCO provides the Portfolio Manager selection, evaluation, monitoring and
rebalancing services and assumes responsibility for the administrative services
described above, pays the compensation of and furnishes office space for the
officers of All-Star who are affiliated with LAMCO, and pays the management fees
of the Portfolio Managers. All-Star pays all its expenses, other than those
expressly assumed by LAMCO. The expenses payable by All-Star include: management
and administrative fees payable to LAMCO; pricing and bookkeeping fees payable
to Columbia; fees and expenses of independent auditors; fees for transfer agent
and registrar, dividend disbursing, custodian and portfolio recordkeeping
services; expenses in connection with the Automatic Dividend Reinvestment and
Cash Purchase Plan; expenses in connection with obtaining quotations for
calculating the value of All-Star's net assets; taxes (if any) and the
preparation of All-Star's tax returns; brokerage fees and commissions; interest;
costs of director and shareholder meetings (including expenses of printing and
mailing proxy material therefor); expenses of printing and mailing reports to
shareholders; fees for filing reports with regulatory bodies and the maintenance
of All-Star's existence; membership dues for investment company industry trade
associations; legal fees; stock exchange listing fees and expenses; fees to
federal and state authorities for the registration of shares; fees and expenses
of Directors who are not directors, officers, employees or stockholders of LAMCO
or its affiliates; insurance and fidelity bond premiums; and any extraordinary
expenses of a non-recurring nature.

                              DESCRIPTION OF SHARES

General

     All-Star's authorized capitalization consists of [ ] Shares of Common
Stock, par value $[ ] per share, of which [ ] shares were issued and outstanding
on the date of this Prospectus. The currently outstanding shares are, and the
Shares offered hereby when issued and paid for pursuant to the terms of the
Offer will be, fully paid and non-assessable. Shareholders would be entitled to
share pro rata in the net assets of All-Star available for distribution to
shareholders upon liquidation of All-Star.

<PAGE>

     Shareholders are entitled to one vote for each share held. All-Star's
shares do not have cumulative voting rights, which means that the holders of
more than 50% of the shares of All-Star voting for the election of Directors can
elect all the Directors standing for election, and, in such event, the holders
of the remaining shares will not be able to elect any of such Directors.

Repurchase of Shares

     All-Star is a closed-end investment company and as such its shareholders do
not have the right to cause All-Star to redeem their All-Star shares. All-Star,
however, is authorized to repurchase its shares on the open market when its
shares are trading at a discount from their net asset value. All-Star has no
current plans to repurchase its shares.

Anti-takeover   Provisions  of  the  Articles  of  Incorporation   and  By-Laws;
Super-majority Vote Requirement for Conversion to Open-End Status

     All-Star's Articles of Incorporation and By-laws contain provisions
(commonly referred to as "antitakeover" provisions) which are intended to have
the effect of limiting the ability of other entities or persons to acquire
control of All-Star, to cause it to engage in certain transactions, or to modify
its structure. The Board of Directors is divided into three classes, each having
a term of three years. On the date of the annual meeting of shareholders in each
year the term of one class expires. This provision could delay for up to two
years the replacement of a majority of the Board of Directors. In addition, the
affirmative vote of the holders of 66 2/3% of the Shares of the Fund will be
required generally to authorize any of the following transactions:

(i)    All-Star's merger or consolidation with or into any other corporation;

(ii)   the issuance of any securities of All-Star to any person or entity for
       cash;

(iii)  the sale, lease or exchange of all or any substantial part of All-Star's
       assets to any entity or person (except assets having an aggregate fair
       market value of less than $1,000,000); or

(iv)   the sale, lease or exchange to All-Star, in exchange for securities of
       All-Star, of any assets of any entity or person (except assets having an
       aggregate fair market value of less than $1,000,000);

if such corporation, person or entity is directly, or indirectly through
affiliates, the beneficial owner of five percent or more of the outstanding
shares of All-Star. Such 66 2/3% vote will not be required with respect to the
transactions listed in (i) through (iv) above where the Board of Directors under
certain conditions approves the transaction. However, depending upon the
transaction, a different shareholder vote may nevertheless be required under
Maryland law.

     The affirmative vote of the holders of 66 2/3% percent of the outstanding
shares will be required to authorize All-Star's conversion from a closed-end to
an open-end investment company.

     The foregoing super-majority vote requirements may not be amended except
with a similar supermajority vote of the shareholders.

     These provisions will make more difficult a change in All-Star's structure
or management or consummation of the foregoing transactions without the
Directors' approval. The anti-takeover provisions could have the effect of
depriving shareholders of an opportunity to sell their shares at a premium over
prevailing market prices by discouraging a third party from seeking to obtain
control of All-Star in a tender offer or similar transaction. However, the Board
of Directors continues to believe that the anti-takeover provisions are in the
best interests of All-Star and its shareholders because they provide the
advantage of potentially requiring persons seeking control of All-Star to
negotiate with its management regarding the price to be paid and facilitating
the continuity of All-Star's management and its continuing application of the
multi-manager concept.

     The Board also believes that the super-majority vote requirement for
conversion to an open-end investment company is in the best interest of All-Star
and its shareholders because it will allow All-Star to continue to benefit from
the advantages of its closed-end structure until such time that, based on
relevant factors including the then current relationship
<PAGE>

of the market price of  All-Star's  shares to their net asset  value,  the Board
determines  to recommend to  shareholders  All-Star's  conversion to an open-end
investment company.

                        DISTRIBUTIONS; AUTOMATIC DIVIDEND
                       REINVESTMENT AND CASH PURCHASE PLAN

10% Distribution Policy

     All-Star's current distribution policy,  approved in February,  1997, is to
pay  distributions  on its Shares  totaling  approximately  10% of its net asset
value per year, payable in four quarterly distributions of 2.5% of its net asset
value at the close of the NYSE on the Friday prior to each quarterly declaration
date.  These  fixed  distributions,  which are not  related  to  All-Star's  net
investment  income or net realized  capital gains or losses,  will be treated as
ordinary dividend income up to the amount of All-Star's  current and accumulated
earnings and profits.  If, for any calendar year, the total  distributions  made
under the 10% pay-out policy exceed  All-Star's  net  investment  income and net
realized  capital  gains,  the excess  will be  treated as a tax-free  return of
capital to each shareholder (up to the amount of the shareholder's  basis in his
or her  shares)  and  thereafter  as gain from the sale of  shares.  The  amount
treated as a tax-free return of capital will reduce the  shareholder's  adjusted
basis in his or her shares,  thereby  increasing  his or her  potential  gain or
reducing his or her potential loss on the subsequent sale of his or her shares.

     To the extent All-Star's 10% payout policy results in distributions in
excess of its net investment income and net realized capital gains, such
distributions will decrease its total assets and increase its expense ratio to a
greater extent than would have been the case without the 10% payout policy. In
addition, in order to make distributions under the 10% payout policy, All-Star
may have to sell portfolio securities at times when the particular investment
styles of its Portfolio Managers would dictate not doing so.

      All-Star may, in the discretion of the Board of Directors, retain for
reinvestment, and not distribute, net capital gain for any year to the extent
that its net investment income and net realized gains exceed the minimum amount
required to be distributed for such year under the 10% pay-out policy. Retained
net capital gain will be taxed to both All-Star and the shareholders as
long-term capital gains; however, each shareholder will be able to claim a
proportionate share of the federal income tax paid by All-Star as a credit
against his or her own federal income tax liability and will be entitled to
increase the adjusted tax basis in his or her shares by the difference between
the amount taxed and the credit.

     All-Star intends to pay all or a substantial portion of its distributions
in each year in the form of newly issued Shares (plus cash in lieu of any
fractional Shares that would otherwise be issuable) to all shareholders, except
as otherwise noted below.

     The number of shares to be issued to a shareholder in payment of a
distribution declared payable in shares will be determined by dividing the total
dollar amount of the distribution by the lower of the market value or the net
asset value per share on the valuation date for the distribution (but not at a
discount of more than 5% from the market value). Market value per share for this
purpose will be the last sales price on the NYSE on the valuation date or, if
there are no sales on that day, the mean between the closing bid and closing
asked quotations for that date.

Automatic Dividend Reinvestment and Cash Purchase Plan

     Each shareholder of the Fund will automatically be a participant in the
Plan, unless the shareholder specifically elects otherwise by writing or calling
the Plan Agent, EquiServe Trust Company, N.A., P.O. Box 43010, Providence, Rhode
Island 02940-3010 (1-800-542-3863)]. Shareholders whose shares are held in the
name of a brokerage firm, bank or other nominee must notify their brokerage
firm, bank or nominee if they do not want to participate in the Plan.
Shareholders who want to receive their distributions in cash should elect not to
participate in the Plan and will be required to elect to receive in cash each
distribution declared payable in Shares or cash.

     Under the Plan, distributions declared payable in shares or cash at the
option of shareholders are paid to participants in the Plan entirely in newly
issued full and fractional shares valued at the lower of the market value or the
net asset value per share on the valuation date for the distribution (but not a
discount of more than 5% from the market value). Distributions declared payable
in cash will be reinvested for the accounts of participants in the Plan in
additional Shares

<PAGE>

purchased by the Plan Agent on the open market, on the NYSE or
elsewhere at prevailing market prices (if the Fund's shares are trading at a
discount to their net asset value) or in newly issued shares (if the Fund's
shares are trading at or above their net asset value). Dividends and
distributions are subject to taxation, whether received in cash or in shares
(see "Tax Status" below).

     Participants in the Plan have the option of making additional cash payments
in any amount from $100 to $3,000 on a monthly basis for investment in All-Star
Shares purchased on the open market. These voluntary cash payments will be
invested on or about the 15th day of each calendar month, and voluntary payments
should be sent so as to be received by the Plan Agent no later than ten business
days before the next investment date. Barring suspension of trading, voluntary
cash payments will be invested within 45 days of receipt. A participant may
withdraw a voluntary cash payment by written notice received by the Plan Agent
at least 48 hours before such payment is to be invested.

     The Plan Agent maintains all shareholder accounts in the Plan and furnishes
written confirmations of all transactions in the account, including information
needed by shareholders for tax records. Shares in the account of each Plan
participant will be held by the Plan Agent in non-certificated form in the name
of the participant, and each shareholder's proxy will include those shares
purchased or received pursuant to the Plan.

     In the case of banks, brokers or nominees that hold shares for others who
are the beneficial owners, the Plan Agent will administer the Plan on the basis
of the number of shares certified from time to time by the record shareholder as
representing the total amount registered in the record shareholder's name and
held for the account of beneficial owners who participant in the Plan.

     There is no charge to participants for reinvesting distributions payable in
either Shares or cash. The Plan Agent's fees for handling the reinvestment of
such distributions are paid by All-Star. There are no brokerage charges with
respect to shares issued directly by All-Star as a result of distributions
payable in shares or in cash. However, each participant bears a pro rata share
of brokerage commissions incurred with respect to the Plan Agent's open market
purchases in connection with the reinvestment of distributions declared payable
in cash.

     With respect to purchases from voluntary cash payments, the Plan Agent will
charge $1.25 for each such purchase for a participant, plus a pro rata share of
the brokerage commissions. Brokerage charges for purchasing small amounts of
shares for individual accounts through the Plan are expected to be less than the
usual brokerage charges for such transactions, as the Plan Agent will be
purchasing shares for all participants in blocks and prorating the lower
commission thus attainable.

     The automatic reinvestment of dividends and other distributions will not
relieve plan participants of any income tax that may be payable thereon. See
"Tax Status" below.

     A participant may elect to withdraw from the Plan at any time by notifying
the Plan Agent in writing. There will be no penalty for withdrawal from the
Plan, and shareholders who have previously withdrawn from the Plan may rejoin it
at any time. A withdrawal will be effective only for subsequent distributions
with a record date at least ten days after the notice of withdrawal is received
by the Plan Agent.

     Experience under the Plan may indicate that changes are desirable.
Accordingly, All-Star reserves the right to amend or terminate the Plan.

                                   TAX STATUS

     The following discussion briefly summarizes the general rules applicable to
taxation of All-Star and its shareholders. Shareholders are urged to consult
with their own tax advisers concerning the tax consequences of their continued
investment in All-Star and of their receipt and exercise of the Rights.

     All-Star has elected to be, and intends to continue to qualify each year
for federal income tax treatment as a regulated investment company under the
Code. As a result, it is expected that All-Star will be relieved of federal
income tax on its net investment income and net realized capital gains to the
extent it distributes them to its shareholders. (See "Distributions; Automatic
Dividend Reinvestment and Cash Purchase Plan--10% Distribution Policy" regarding
<PAGE>

All-Star's authority to retain and pay taxes on, and not distribute, net capital
gain). All-Star also expects to make sufficient annual distributions to avoid
being subject to a nondeductible 4% federal excise tax imposed on regulated
investment companies. If All-Star fails to qualify as a regulated investment
company in any year, it would incur federal corporate income tax on its taxable
income and its distributions would be taxable as ordinary dividend income to the
shareholders to the extent of its net investment income and net capital gain. In
addition, All-Star could be required to recognize unrealized gains, pay
substantial taxes and interest and make substantial distributions before
requalifying for treatment as a regulated investment company.

     Distributions by All-Star from net investment income and net realized
capital gains are subject to taxation whether received by shareholders in cash
or in shares of All-Star. Shareholders receiving a dividend or other
distribution in the form of newly issued shares will be treated for federal
income tax purposes as receiving a distribution in an amount equal to the fair
market value, determined as of the distribution date, of the shares received.
Such shareholders will have a cost basis in each newly issued share equal to the
fair market value of a share of All-Star on the distribution date. Distributions
are generally taken into account for tax purposes when paid, except that
distributions paid in January but declared in the last quarter of the preceding
calendar year must be taken into account as if paid on December 31 of such
preceding calendar year. A portion of All-Star's net investment income paid to
corporate shareholders that is attributable to dividends from domestic
corporations may be eligible for the 70% dividends-received deduction available
to corporations. Availability of the deduction for particular corporate
shareholders is subject to certain limitations, and deducted amounts may be
subject to the alternative minimum tax or result in certain basis adjustments.
Distributions from net capital gain are taxable as long-term capital gains,
regardless of how long the shareholder has held the Shares, and are not eligible
for the dividends-received deduction. Net capital gain is taxable, in the case
of a noncorporate shareholder, at a maximum rate of 20% if attributable to the
disposition of shares that the shareholder held for more than twelve months.

     If a shareholder holds Shares of All-Star for six months or less, any loss
on the sale of the Shares will be treated as a long-term capital loss to the
extent of any amount reportable by the shareholder as long-term capital gain
with respect to such Shares. Any loss realized on a disposition of Shares may
also be disallowed under rules relating to wash sales.

     At the time of an investor's purchase of All-Star Shares, All-Star's net
asset value may reflect undistributed net investment income or capital gains or
net unrealized appreciation of securities it holds. As of [ , 2003], All-Star's
investments had net unrealized gains of [$ ]. Realization and a subsequent
distribution to a shareholder of such amount, although it may in effect
constitute a return of his or her investment, would be taxable to the
shareholder as ordinary income or capital gain, as described above. For federal
income tax purposes, All-Star is permitted to carry forward to another taxable
year its net realized capital losses, if any, from earlier taxable years and
thus may realize net capital gains in the later year up to the amount of such
losses without being required to pay taxes on or to distribute such gains. As of
December 31, 2002, the end of its last completed fiscal year, All-Star had
$24,123,108 in capital loss carryovers.

     Individuals and certain other non-corporate All-Star shareholders may be
subject to 30.5% withholding on reportable dividends and capital gain
distributions ("back-up withholding"). Generally, shareholders subject to
back-up withholding will be those for whom a taxpayer identification number and
certain required certificates are not on file with All-Star or who, to
All-Star's knowledge, have furnished an incorrect number. In addition, All-Star
is required to withhold distributions to any shareholder who does not certify to
All-Star that the shareholder is not subject to back-up withholding due to
notification by the Internal Revenue Service that the shareholder has
under-reported interest or dividend income.

     Distributions from net investment income paid to shareholders who are
non-resident aliens or foreign entities may be subject to 30% federal
withholding tax (but not, in such event, subject to back-up withholding) unless
a reduced rate of withholding or a withholding exemption is provided under an
applicable treaty. Non-U.S. shareholders are urged to consult their own tax
advisers concerning the applicability of the withholding tax.

     Information concerning the federal income tax status of All-Star dividends
and other distributions is mailed to shareholders annually.

     Distributions and the transactions referred to in the preceding paragraphs
may be subject to state and local income taxes, and the treatment thereof may
differ from the federal income tax consequences discussed herein. Shareholders
are advised to consult with their tax advisers concerning the application of
state and local taxes.
<PAGE>

     See "The Offer-Federal Income Tax Consequences" for a discussion of the
federal income tax consequences regarding the Rights.


                                     GENERAL

     Under the Fund Management Agreement between All-Star and LAMCO, All-Star
may use the name "Liberty All-Star" only so long as the Fund Management
Agreement remains in effect. If the Fund Management Agreement is no longer in
effect, All-Star is obligated (to the extent it lawfully can) to cease using
such name or any other name indicating that it is advised by or otherwise
connected with LAMCO. In addition, LAMCO may grant the non-exclusive right to
use the name "Liberty All-Star" to any other entity, including any other
investment company of which LAMCO or any of its affiliates is the investment
adviser or distributor.


                       STATEMENT OF ADDITIONAL INFORMATION

     Additional information about the Fund is contained in the Statement of
Additional Information, a copy of which is available at no charge by calling the
Information Agent at the telephone number indicated on the cover of the
Prospectus. Set forth below is the Table of Contents of the Statement of
Additional Information.

                                Table of Contents

Investment Objective and Policies........................................... 2
Investment Restrictions..................................................... 2
Investment Advisory and Other Services...................................... 4
Directors and Officers of All-Star.......................................... 6
Portfolio Security Transactions.............................................15
Taxes.......................................................................16
State and Local Taxes ......................................................19
Principal Shareholders......................................................19
Financial Statements........................................................19





<PAGE>

                                       A-1
                                   APPENDIX A

                    INFORMATION ABOUT THE PORTFOLIO MANAGERS


WILLIAM BLAIR & COMPANY, L.L.C.
222 West Adams Street
Chicago, IL 60606

         William Blair & Company, L.L.C. ("Blair") was appointed as an All-Star
Portfolio Manager effective March 1, 1997. Blair is a registered investment
advisor and an investment banker and broker-dealer firm registered under the
Securities Exchange Act of 1934. Blair was founded over 50 years ago by William
McCormick Blair and currently has more than 70 principals and approximately 900
employees at offices in Chicago, San Francisco, London, Liechtenstein and
Zurich. The main office in Chicago houses all investment banking, research and
investment management services. As of May 31, 2001, Blair had over $13 billion
in assets under management.

         John F. Jostrand, Principal, has managed the portion of All-Star's
portfolio allocated to Blair since its appointment as an All-Star Portfolio
Manager. Mr. Jostrand has been associated with Blair since 1993.


TCW INVESTMENT MANAGEMENT COMPANY
865 South Figueroa Street
Los Angeles, CA  90017

         TCW Investment Management Company ("TCW") was appointed as an All-Star
Portfolio Manager effective May 1, 2000. TCW is a wholly owned subsidiary of The
TCW Group, Inc. ("TCW Group"). Established in 1971, TCW Group's direct and
indirect subsidiaries, including TCW, provide a variety of trust, investment
management and investment advisory services. Societe Generale Asset Management,
S.A. ("SGAM") owns 51% of the TCW Group. SGAM is a wholly owned subsidiary of
Societe Generale, S.A. ("Societe Generale "). SGAM is located at 92708 place de
la Corpole, 92078 Paris, France. Societe Generale is located at 29 boulevard
Haussman, 75009, Paris, France. The employees, management, and other
shareholders of the TCW Group own the remaining 49% of the company. Under the
terms of an agreement between the TCW Group and SGAM, SGAM will acquire an
additional 19% interest in the TCW Group over the course of the next five years.
SGAM and TCW have stated their intention to maintain the personnel, processes,
investment strategy and operations of TCW, which will continue to operate under
the TCW brand name. As of May 31, 2001, TCW and its affiliates had over $75
billion in assets under management or committed to management.

     Douglas S. Foreman, Chief Investment Officer U.S. Equities, has managed the
portion of All-Star's  portfolio  allocated to TCW since its  appointment  as an
All-Star Portfolio Manager. Mr. Foreman has been with TCW since 1994.


M.A. WEATHERBIE & CO., INC.
265 Franklin Street
Boston, MA  02110

      M.A. Weatherbie & Co., Inc. ("Weatherbie") was appointed as an All-Star
Portfolio Manager effective May 1, 1999. Weatherbie, a registered investment
advisor, was founded in 1995 by Matthew A. Weatherbie. Mr. Weatherbie is the
principal executive officer and serves as President of Weatherbie and manages
that portion of the Fund's portfolio assigned to Weatherbie. Prior to founding
Weatherbie, Mr. Weatherbie was a Managing Director at Putnam Investments. In
addition to Mr. Weatherbie being the senior principal, there are five other
principals, three research analysts, a trader and a director of administration.
Weatherbie is 100% employee-owned and operated with a partnership philosophy. As
of May 31, 2001, Weatherbie managed over $424 million in assets.

                              A-1
<PAGE>




No person has been authorized to give any information or to make any
representation not contained in this Prospectus and, if given or made, such
information or representation must not be relied upon as having been authorized.
This Prospectus does not constitute an offering of any securities other than the
registered securities to which it relates or an offer to any person in any State
or jurisdiction of the United States or any country where such offer would be
unlawful. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create an implication that there has been no
change in the facts as set forth in the Prospectus or in the affairs of the Fund
since the date hereof.

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



TABLE OF CONTENTS
Prospectus Summary...................................................... [2]
Expenses................................................................ [7]
Financial Highlights.................................................... [8]
Share Price Data........................................................[10]
Investment Performance..................................................[10]
The Offer...............................................................[11]
Special Considerations and Risk Factors.................................[18]
Use of Proceeds.........................................................[19]
History of the Fund.....................................................[19]
The Multi-Manager Concept...............................................[19]
Investment Objectives, Policies and Risks...............................[20]
Management of All-Star .................................................[22]
Description of Shares...................................................[23]
Distributions; Automatic Dividend
    Reinvestment and Cash Purchase26 Plan...............................[24]
Tax Status..............................................................[26]
General.................................................................[27]
Statement of Additional Information.....................................[28]
Appendix A--
    Information about the Portfolio Managers...........................[A-1]


                                   [LOGO HERE]



                                     LIBERTY
                                    ALL-STAR
                                GROWTH FUND, INC.
                       A Multi-Managed Investment Company



                   [ ] Shares of Common Stock
                   Issuable upon Exercise of Rights to
                   Subscribe for Such Shares


                        -------------------
                            PROSPECTUS

                            [       ], 2003
                        -------------------


<PAGE>

                        LIBERTY ALL-STAR GROWTH FUND, INC.
                        STATEMENT OF ADDITIONAL INFORMATION
                                 [              ], 2003

This Statement of Additional Information is not a prospectus, and should be read
in  conjunction  with the  Prospectus  of Liberty  All-Star  Growth  Fund,  Inc.
("All-Star") dated [ , 2003]. A copy of the Prospectus may be obtained,  without
charge, by calling or writing Liberty Asset Management  Company at One Financial
Center, Boston, Massachusetts 02111(1-800-542-3863).

 TABLE OF CONTENTS                                                   PAGE

Investment Objective and Policies                                      2
Investment Restrictions                                                2
Investment Advisory and Other Services                                 4
Proxy Voting                                                           4
Directors and Officers of All-Star                                     6
Portfolio Security Transactions                                        15
Taxes                                                                  16
State and Local Taxes                                                  19
Principal Shareholders                                                 19
Financial Statements                                                   19

<PAGE>

                        INVESTMENT OBJECTIVE AND POLICIES

     A description of the investment  objective of Liberty All-Star Growth Fund,
Inc.  ("All-Star"  or the  "Fund") and the types of  securities  in which it may
invest is contained in the Prospectus under "Investment Objective,  Policies and
Risks."

Foreign Securities

     All-Star  may invest up to 25 percent  of its net assets in  securities  of
foreign  issuers,  provided that All-Star will not purchase the  securities of a
foreign  issuer,  if, as a result of the  purchase,  more than 50% of its equity
investment would consist of securities of foreign issuers. All-Star's investment
in foreign  securities  involves  considerations  not typically  associated with
investing  in  securities  of domestic  companies.  Investing in  securities  of
foreign issuers and the attendant  holding of foreign  currencies,  for example,
could cause  All-Star  to be affected  favorably  or  unfavorably  by changes in
currency rates and exchange control regulations.  In addition,  less information
may be available  about  foreign  companies  than about  domestic  companies and
foreign  companies may not be subject to reporting or  accounting  standards and
requirements  comparable  to those  applicable  to domestic  companies.  Foreign
securities  and their  markets may not be as liquid as domestic  securities  and
their markets.  Securities of some foreign  companies may involve greater market
risk than securities of domestic companies and foreign brokerage commissions and
custody fees are generally higher than those in the United States. Investment in
foreign  securities  may also be subject to local  economic or political  risks,
including  instability of some foreign governments,  the possibility of currency
blockage or the imposition of withholding taxes on dividend or interest payments
and the potential for  expropriation of the assets of the companies  issuing the
securities.

Short sales against the box

     All-Star  may, to an extent not greater  than 5% of its net assets,  effect
short sales of  securities  "against the box" (i.e.,  short sales of  securities
where All-Star holds or has the right to obtain at no additional cost securities
identical to those sold short.)

                            INVESTMENT RESTRICTIONS

     The  following  investment  restrictions  have been adopted for All-Star as
fundamental  policies  and may be changed  only by a majority  vote (as  defined
under  "Investment  Objective,   Policies  and  Risks"  in  the  Prospectus)  of
All-Star's  outstanding shares.  Non-fundamental  policies may be changed by the
Board of Directors without shareholder approval.

All-Star may not:

     (1) With respect to 75 percent of its total assets, invest in securities of
any one issuer if immediately after and as a result of such investment more than
five percent of the total assets of All-Star,  taken at market  value,  would be
invested in the securities of such issuer.  This  restriction  does not apply to
investments in U.S. Government Securities.

     (2) Purchase more than 10 percent of the outstanding voting securities,  or
any class of securities, of any one issuer.

     (3) Invest 25 percent or more of its total assets, taken at market value at
the time of each  investment,  in the  securities  of issuers in any  particular
industry.  This  restriction  does not apply to investments  in U.S.  Government
Securities.

     (4) Purchase securities of other investment companies; except in connection
with a merger,  consolidation,  acquisition or  reorganization,  if more than 10
percent
<PAGE>
of the market  value of  All-Star's  total  assets  would be invested in
securities of other investment  companies,  more than five percent of the market
value of All-Star's  total assets would be invested in the securities of any one
investment  company or All-Star  would own more than three  percent of any other
investment company's securities.

     (5) Purchase or sell commodities or real estate; provided that All-Star may
invest in  securities  secured by real estate or interests  therein or issued by
companies which invest in real estate or interests therein.

     (6) Purchase any  securities  on margin or make short sales of  securities,
except that All-Star may obtain such  short-term  credit as may be necessary for
the clearance of purchases and sales of portfolio securities.

     (7) Make loans of money,  except by the  purchase  of debt  obligations  in
which All-Star may invest consistent with its investment objective and policies.
Although there is no present  intention of doing so in the  foreseeable  future,
All-Star reserves the authority to make loans of its portfolio  securities in an
aggregate  amount not exceeding 20 percent of its total  assets.  Any such loans
will only be made upon  approval of, and subject to any  conditions  imposed by,
All-Star's Board of Directors.

     (8) Borrow  money,  except  that  All-Star  may borrow from banks and other
financial  institutions  on an unsecured  basis to finance the repurchase of its
shares.  All-Star  also may  borrow  money on a secured  basis  from  banks as a
temporary  measure for  extraordinary  or  emergency  purposes.  Such  temporary
borrowings  may not exceed five percent of the value of All-Star's  total assets
at the time the loan is made. All-Star may pledge up to 10 percent of the lesser
of the  cost or  value of its  total  assets  to  secure  temporary  borrowings.
All-Star  will  not  borrow  for  investment  purposes.  Immediately  after  any
borrowing,  All-Star will maintain  asset  coverage of not less than 300 percent
with respect to all borrowings.  While All-Star's borrowings exceed five percent
of its total  assets,  All-Star  will make no further  purchases of  securities,
although this limitation will not apply to share repurchase transactions.

     (9) Issue senior  securities,  as defined in the Investment  Company Act of
1940 (the "Act"), or mortgage, pledge, hypothecate or in any manner transfer, as
security for  indebtedness,  any securities  owned or held by All-Star except as
may be necessary in connection with borrowings  mentioned in (8) above, and then
such  mortgaging,  pledging  or  hypothecating  may not  exceed  10  percent  of
All-Star's total assets, taken at the lesser of cost or market value.

     (10) Underwrite  securities of other issuers except insofar as All-Star may
be deemed an  underwriter  under the  Securities  Act of 1933,  as  amended,  in
selling portfolio securities.

     (11) Invest more than 10 percent of  All-Star's  total assets in securities
that at the time of purchase have legal or  contractual  restrictions  on resale
(including unregistered securities that are eligible for resale pursuant to Rule
144A under the Securities Act of 1933).

     Except for the 300% limitation referred to in Investment  Restriction No. 8
above, if a percentage restriction on investment or utilization of assets as set
forth above is adhered to at the time an  investment  is made, a later change in
percentage  resulting  from a change in the market values of  All-Star's  assets
wlll not be considered a violation of the restriction.

<PAGE>

                  INVESTMENT ADVISORY AND OTHER SERVICES

     As stated under  "Management of All-Star" in the Prospectus,  Liberty Asset
Management Company ("LAMCO") performs the investment  management services and is
responsible for the administrative  services  described  therein.  LAMCO,through
Columbia  Management  Group,  Inc.  ("Columbia"),  is an indirect  wholly  owned
subsidiary  of  Fleet  Boston  Financial  Corporation  ("FleetBoston"),  Boston,
Massachusetts.  As indicated under  "Directors and Officers of All-Star"  below,
all of its officers are officers of LAMCO, Colonial Management Associates, Inc.,
Columbia or other affiliates of Columbia.

     Reference  is made to  Appendix  A of the  Prospectus  for the names of the
controlling  persons of All-Star's  current Portfolio  Managers and the names of
the  individuals  at  each  Portfolio  Manager  primarily  responsible  for  the
management of the portion of All-Star's  portfolio  assigned to it. None of such
Portfolio  Managers  has any  affiliation  with LAMCO or  (except  as  Portfolio
Manager) with All-Star.

     As described  under  "Management of All-Star" in the  Prospectus,  All-Star
pays LAMCO a fund  management fee for its investment  management  services (from
which LAMCO pays the Portfolio Managers' fee), and an administrative fee for its
administrative services.

     For the years ended  December  31, 2001 and 2002 the total fund  management
and   administrative   fees  paid  to  LAMCO  were   $1,531,417  and  $1,315,747
respectively, of which an aggregate of [$ ] and [$ ], respectively,  was paid to
the Portfolio Managers. See "History of the Fund" in the Prospectus.

     All-Star's  current Fund  Management  Agreement  and  Portfolio  Management
Agreements  will  continue in effect  until July 31,  2004 and will  continue in
effect thereafter so long as such continuance is specifically  approved annually
by (a) the Board of Directors or (b) the majority vote of All-Star's outstanding
shares (as  defined  under  "Investment  Objective,  Policies  and Risks" in the
Prospectus), provided that, in either event, the continuance is also approved by
a majority of the Directors who are not "interested  persons" (as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of All-Star,  LAMCO
or the Portfolio  Managers by a vote cast in person at a meeting  called for the
purpose  of  voting  on such  approval.  The Fund  Management  Agreement  may be
terminated  on 60 days  written  notice  by  either  party,  and  the  Portfolio
Management Agreements may be terminated on 30 days' notice by any party, and any
such agreements will terminate automatically if assigned.

     All-Star  and  LAMCO  have  adopted   Codes  of  Ethics   pursuant  to  the
requirements of the 1940 Act. These Codes of Ethics permit personnel  subject to
the Codes to invest in securities, including securities that may be purchased or
held by the funds.  Copies of the Codes of Ethics of  All-Star  and LAMCO can be
reviewed and copied at the  Commission's  Public  Reference  Room in Washington,
D.C.  Information on the operation of the Public  Reference Room may be obtained
by  calling  the  Commission  at  1-202-942-8090.  The Codes of Ethics  are also
available  on  the  EDGAR  database  on  the   Commission's   Internet  site  at
www.sec.gov,  or may be obtained,  after paying a duplicating fee, by electronic
request at  publicinfo@sec.gov,  or by writing the Commission's Public Reference
Section, Washington, D.C. 20549-0102.

                                  PROXY VOTING

     All-Star  has  delegated  to  LAMCO,  the  responsibility  to vote  proxies
relating to portfolio securities held by All-Star.  In deciding to delegate this
responsibility  to LAMCO,  the  Board of  Directors  of  All-Star  reviewed  and
approved  the  policies  and  procedures  adopted by LAMCO.  These  include  the
procedures  that LAMCO  follows  when a vote  presents a  conflict  between  the
interests of All-Star and  All-Star's  shareholders  and LAMCO,  it  affiliates,
clients or other persons.

<PAGE>

     LAMCO's  policy is to vote all proxies for All-Star  securities in a manner
considered by LAMCO to be in the best interest of All-Star and its  shareholders
without  regard  to any  benefit  to LAMCO,  its  affiliates,  clients  or other
persons. LAMCO examines each proposal and votes against the proposal, if, in its
judgment,  approval  or  adoption  of the  proposal  would be expected to impact
adversely  the current or potential  market  value of the  issuer's  securities.
LAMCO also examines  each  proposal and votes the proxies  against the proposal,
if, in its judgment, the proposal would be expected to effect adversely the best
interest of All-Star. LAMCO determines the best interest of All-Star in light of
the potential economic return on All-Star's investment.

     LAMCO  addresses   potential  material  conflicts  of  interest  by  having
predetermined  voting  guidelines.  For those  proposals  that  require  special
consideration  or in instances where special  circumstances  may require varying
from the predetermined  guideline,  LAMCO's proxy committee ("Proxy  Committee")
determines the vote in the best interest of All-Star,  without  consideration of
any benefit to LAMCO,  its  affiliates,  its other clients or other  persons.  A
member of the Proxy  Committee  is  prohibited  from voting on any  proposal for
which he or she has a conflict of  interest  by reason of a direct  relationship
with the issuer or other party  affected  by a given  proposal.  Persons  making
recommendations  to the Proxy  Committee or its members are required to disclose
to the Proxy Committee any relationship  with a party making a proposal or other
matter known to the person that would create a potential conflict of interest.

     LAMCO has three  classes  of proxy  proposals.  The first two  classes  are
predetermined  guidelines  to vote for or  against  specific  proposals,  unless
otherwise  directed by the Proxy  Committee.  The third class is proposals given
special consideration by the Proxy Committee.  In addition,  the Proxy Committee
considers  requests to vote on  proposals  in the first two  classes  other than
according to the predetermined guidelines.

     LAMCO  generally  votes in  favor of  proposals  related  to the  following
matters: selection of auditors (unless the auditor receives more than 50% of its
revenues  from  non-audit  activities  from  the  company  and its  affiliates),
election of directors (unless the proposal gives management the ability to alter
the size of the board  without  shareholder  approval),  different  persons  for
chairman of the board /chief executive officer (unless,  in light of the size of
the company and the nature of its shareholder base, the role of chairman and CEO
are not held by different  persons),  compensation (if provisions are consistent
with standard business practices),  debt limits (unless proposed specifically as
an  anti-takeover  action),  indemnifications  (unless  for  negligence  and  or
breaches of fiduciary duty), meetings, name of company, principal office (unless
the  purpose is to reduce  regulatory  or  financial  supervision),  reports and
accounts (if the certifications required by Sarbanes/Oxley Act of 2002 have been
provided), par value, shares (unless proposed as an anti-takeover action), share
repurchase programs, independent committees, and equal opportunity employment.

     LAMCO generally votes against proposals  related to the following  matters:
super majority voting,  cumulative voting,  preferred stock,  warrants,  rights,
poison  pills,  reclassification  of common stock and  meetings  held by written
consent.

     LAMCO gives the following  matters  special  consideration:  new proposals,
proxies  of  investment  company  shares  (other  than  election  of  directors,
selection  of  accountants),  mergers/acquisitions  (proposals  where a  hostile
merger/acquisition  is apparent or where LAMCO represents ownership in more than
one of the companies involved),  shareholder proposals (other than those covered
by the predetermined  guidelines),  executive/director  compensation (other than
those covered by the predetermined  guidelines),  pre-emptive rights and proxies
of international  issuers which block  securities sales between  submission of a
proxy and the  meeting  (proposals  for these  securities  are voted only on the
specific  instruction  of the Proxy  Committee and to the extent  practicable in
accordance with predetermined guidelines).

<PAGE>

     In addition,  if a portfolio  manager or other party  involved with a LAMCO
client  or Fund  account  concludes  that the  interest  of the  client  or Fund
requires  that a proxy  be voted  on a  proposal  other  than  according  to the
predetermined  guidelines,  he or she  may  request  that  the  Proxy  Committee
consider voting the proxy  differently.  If any person (or entity)  requests the
Proxy  Committee (or any of its members) to vote a proxy other than according to
a  predetermined  guideline,  that person must furnish to the Proxy  Committee a
written  explanation  of the reasons for the  request and a  description  of the
person's  (or  entity's)  relationship  with the party  proposing  the matter to
shareholders  or any  other  matter  known to the  person  that  would  create a
potential conflict of interest.

     The  Proxy  Committee  may vary  from  the  predetermined  guideline  if it
determines that voting on the proposal according to the predetermined  guideline
would be expected to impact  adversely the current or potential  market value of
the issuer's  securities or to effect adversely the best interest of the client.
References  to the best interest of a client refer to the interest of the client
in terms  of the  potential  economic  return  on the  client's  investment.  In
determining the vote on any proposal,  the Proxy Committee does not consider any
benefit other than benefits to the owner of the securities to be voted.

     LAMCO's  Proxy   Committee  is  composed  of  operational   and  investment
representatives  of its regional  offices as well as senior  representatives  of
equity  investments,  equity  research,  compliance and legal.  During the first
quarter of each year, the Proxy Committee reviews all guidelines and establishes
guidelines  for expected  new  proposals.  In addition to these  reviews and its
other  responsibilities  described above, its functions include annual review of
its Proxy Voting  Policy and  Procedures  to ensure  consistency  with  internal
policies and regulatory  agency  policies,  and development and  modification of
voting guidelines and procedures as it deems appropriate or necessary.

     LAMCO  uses  Institutional  Shareholder  Services  ("ISS"),  a third  party
vendor,  to implement its proxy voting  process.  ISS provides  proxy  analysis,
record keeping services and vote disclosure services.  Information regarding how
All-Star  voted  proxies  relating to the portfolio  securities  during the most
recent 12-month period ended June 30 is available without charge,  upon request,
by calling 1-800-[ ]-[ ] and on the SEC website at http://www.sec.gov.
<PAGE>

Custodian and Pricing and Bookkeeping Agent

     State Street Bank and Trust  Company  ("Custodian"),  225 Franklin  Street,
Boston,  Massachusetts  02110, is the custodian of the portfolio  securities and
cash of All-Star.  As such, the Custodian holds All-Star's  portfolio securities
and cash in separate  accounts on  All-Star's  behalf and  receives and delivers
portfolio  securities  and  cash  in  connection  with  portfolio   transactions
initiated by All-Star's Portfolio Managers, collects income due on its portfolio
securities and disburses funds in connection  with the payment of  distributions
and expenses.

     Columbia Management  Advisors,  Inc.  ("Columbia"),  an affiliate of LAMCO,
performs  pricing and  bookkeeping  services for  All-Star.  For the years ended
December  31,  2001 and 2002,  All-Star  paid  pricing and  bookkeeping  fees to
Columbia of $51,832 and $32,888 respectively.

Independent Accountants

     [ ], [ ], Boston,  Massachusetts 02110, are the independent  accountants of
All-Star.  The independent  accountants audit and report on the annual financial
statements  and provide  tax return  preparation  services  and  assistance  and
consultation in connection with the review of various SEC filings.
<PAGE>

                         DIRECTORS AND OFFICERS OF ALL-STAR

     The names,  addresses and ages of the Directors and officers of the Liberty
All-Star  Growth  Fund.Inc.,  the date each was first  elected or  appointed  to
office,  their term of office,  their principal  business  occupations during at
least the last five years,  the number of  portfolios  overseen by each Director
and other directorships they hold, are shown below.

<Table>
<Caption>
                                                                                 NUMBER OF
                                     TERM OF                                 PORTFOLIOS IN FUND
                       POSITION    OFFICE AND                                  COMPLEX OVERSEEN
   NAME, ADDRESS         WITH       LENGTH OF     PRINCIPAL OCCUPATION(S)            BY                     OTHER
    AND AGE(1)         ALL-STAR      SERVICE        DURING PAST FIVE YEARS       DIRECTOR(2)           DIRECTORSHIPS HELD
   ------------      ------------   ------------   --------------------------  -------------------   ------------------------
<S>                  <C>            <C>            <C>                         <C>                   <C>
DISINTERESTED
  DIRECTOR(S)
John A. Benning      Director       Director       Retired since December,               2           TT International USA
  (Age 69)                          since 2002;    1999; Senior Vice                                 (investment company) and
c/o Liberty Asset                   Term expires   President, General Counsel                        ICI Mutual Insurance
Management Company                     2005        and Secretary, Liberty                            Company (D&O/E&O
One Financial Center                               Financial Companies, Inc.                         Insurance)
Boston, MA 02111                                   (July, 1985 to December,
                                                   1999); Vice President,
                                                   Secretary and Director,
                                                   Liberty Asset Management
                                                   Company (August, 1985 to
                                                   December, 1999)

James E. Grinnell    Director       Director       Private investor since                2           None
  (Age 73)                           Since         November, 1988; President
c/o Liberty Asset                    1994;         and Chief Executive
Management Company                 Term expires    Officer, Distribution
One Financial Center                  2006         Management Systems, Inc.
Boston, MA 02111                                  (1983 to May, 1986);
                                                   Senior Vice
                                                   President-Operations, The
                                                   Rockport Company (importer
                                                   and distributor of shoes)
                                                   (May, 1986 to November,
                                                   1988)

</TABLE>

<PAGE>


<Table>
<Caption>
                                                                                 NUMBER OF
                                     TERM OF                                 PORTFOLIOS IN FUND
                       POSITION    OFFICE AND                                  COMPLEX OVERSEEN
   NAME, ADDRESS         WITH       LENGTH OF     PRINCIPAL OCCUPATION(S)            BY                     OTHER
    AND AGE(1)         ALL-STAR      SERVICE        DURING PAST FIVE YEARS       DIRECTOR(2)           DIRECTORSHIPS HELD
   ------------      ------------   ------------   --------------------------  -------------------   ------------------------
<S>                  <C>            <C>            <C>                         <C>                   <C>
DISINTERESTED
  DIRECTOR(S)

Richard W. Lowry       Director     Director      Private investor since               94            None
  (Age 67)                           Since        August, 1987 (formerly
c/o Liberty Asset                    1994;        Chairman and Chief
Management Company                Term expires    Executive Officer, U.S.
One Financial Center                 2004         Plywood Corporation
Boston, MA 02111                                  (building products
                                                   manufacturer))

John J. Neuhauser      Director    Director       Academic Vice President              94           Saucony, Inc. (athletic
  (Age 60)                          Since         and Dean of Faculties                             footwear); SkillSoft
c/o Liberty Asset                   1998;         since August, 1999, Boston                        Corp. (E-Learning)
Management Company               Term expires     College (formerly Dean,
One Financial Center                 2006         Boston College School of
Boston, MA 02111                                  Management from September,
                                                  1977 to September, 1999)
INTERESTED
  DIRECTOR
William E. Mayer*(3)   Director     Director      Managing Partner, Park               94           Lee Enterprises (print
  (Age 63)                           Since        Avenue Equity Partners                            media); WR Hambrecht +
c/o Liberty Asset                    1998;        (private equity) since                            Co. (financial service
Management Company                Term expires    February, 1999 (formerly                          provider); First
One Financial Center                  2005        Founding Partner,                                 Health (healthcare)
Boston, MA 02111                                  Development Capital LLC
                                                  from November 1996 to
                                                  February, 1999; Dean and
                                                  Professor, College of
                                                  Business and Management,
                                                  University of Maryland
                                                  from October, 1992 to
                                                  November, 1996)
</Table>


(1) All the Directors are members of the Audit Committee except for
    Mr. Mayer.

(2) At December 31, 2002, Messrs. Lowry, Mayer and Neuhauser also served as
    Trustees of the Liberty family of funds (Liberty Funds) which consisted of
    80 open-end and 14 closed-end management investment company portfolios (the
    Liberty Funds Complex) managed by Colonial Management Associates, Inc.,
    Stein Roe & Farnham Incorporated (Stein Roe) or other affiliates of LAMCO.

(3) A Director who is an "interested person" (as defined in the 1940 Act) of
    Liberty All-Star Growth Fund, Inc. or LAMCO.  Mr. Mayer is an interested
    person by reason of his affiliation with WR Hambrecht + Co., a registered
    broker-dealer.

<PAGE>

OFFICERS

<Table>
<Caption>
                                                                       YEAR FIRST
                                                                       ELECTED OR               PRINCIPAL OCCUPATION
 NAME, ADDRESS AND AGE            POSITION WITH ALL-STAR FUND       APPOINTED TO OFFICE          DURING PAST FIVE YEARS
 -----------------------    ------------------------------------    -------------------       -------------------------------
<S>                         <C>                                   <C>                         <C>
William R. Parmentier, Jr.  President and Chief Executive         1998                        President (since June, 1998) and
  (Age 50)                  Officer                                                           Chief Investment Officer (since
Liberty Asset                                                                                 May, 1995), Senior Vice
Management Company                                                                            President (May, 1995 to June,
One Financial Center                                                                          1998), LAMCO
Boston, MA 02111

Mark T. Haley, CFA          Vice President                        1999                        Vice President--Investments
  (Age 38)                                                                                    (since January, 1999), Director
Liberty Asset                                                                                 of Investment Analysis
Management Company                                                                            (December, 1996 to December,
One Financial Center                                                                          1998), Investment Analyst
Boston, MA 02111                                                                              (January, 1994 to November,
                                                                                              1996), LAMCO

J. Kevin Connaughton        Treasurer                             2000                        Treasurer of the Liberty Funds
  (Age 39)                                                                                    and of the Liberty All-Star Funds
One Financial Center                                                                          since December, 2000 (formerly
Boston, MA 02111                                                                              Controller of the Liberty Funds
                                                                                              and of the Liberty All-Star Funds
                                                                                              from February, 1998 to October, 2000);
                                                                                              Treasurer of the Stein Roe
                                                                                              Funds since February 2001
                                                                                              (formerly Controller from May,
                                                                                              2000 to February, 2001);
                                                                                              Treasurer of the Galaxy Funds
                                                                                              since September, 2002;
                                                                                              (formerly Vice President of
                                                                                              Colonial from February, 1998 to
                                                                                              October, 2000; Senior Tax
                                                                                              Manager, Coopers & Lybrand, LLP
                                                                                              from April, 1996 to January,
                                                                                              1998
</Table>

<PAGE>

<Table>
<Caption>
                                                                      YEAR FIRST
                                                                       ELECTED OR                PRINCIPAL OCCUPATION
 NAME, ADDRESS AND AGE            POSITION WITH ALL-STAR FUND       APPOINTED TO OFFICE          DURING PAST FIVE YEARS
 -----------------------    ------------------------------------    -------------------       -------------------------------
<S>                         <C>                                   <C>                         <C>

Vicki L. Benjamin           Chief Accounting Officer and          2001                         Controller of the Liberty Funds
  (Age 41)                  Controller                                                         and the Liberty All-Star Funds
One Financial Center                                                                           since June, 2002; Chief Accounting
Boston, MA 02111                                                                               Officer of the Liberty Funds and the
                                                                                               Liberty All-Star Funds since June,
                                                                                               2001; Controller and Chief
                                                                                               Accounting Officer of the Galaxy
                                                                                               Funds since September, 2002
                                                                                               (formerly Vice President, Corporate
                                                                                               Audit, State Street Bank and Trust
                                                                                               Company from May, 1998 to
                                                                                               April, 2001; Audit Manager from
                                                                                               July, 1994 to June, 1997;
                                                                                               Senior Audit Manager from July,
                                                                                               1997 to May, 1998, Coopers &
                                                                                               Lybrand, LLP)

Fred H. Wofford             Vice President                        2003                         Director of Funds Operations, LAMCO
  (Age 47)                                                                                     since June 2003; formerly Director
One Financial Center                                                                           of Investment Compliance, Deutsche
Boston, MA 02111                                                                               Asset Management from 1999 to 2003;
                                                                                               Manager of Fund Administration,
                                                                                               BankBoston 1784 Funds from
                                                                                               1995 to 1998
</Table>
<PAGE>


Audit Committee
- ----------------

     Messrs.  Benning,  Grinnell,  Lowry and  Neuhauser are members of the Audit
Committee of the Board of Directors of All-Star. The Audit Committee's functions
include  making  recommendations  to the Trustees  regarding  the  selection and
performance of the independent  accountants,  and reviewing  matters relative to
accounting and auditing practices and procedures,  accounting  records,  and the
internal accounting controls, of All-Star, and certain service providers. In the
fiscal year ended December 31, 2002, the Audit Committee convened twice.

General
- -------

     All-Star's Board of Directors is divided into three classes,  each of which
has a term of three years  expiring with the annual meeting of  shareholders  in
the third year of the term.  All-Star holds annual  meetings of  shareholders to
vote on, among other things,  the election or re-election of the Directors whose
terms are expiring with that meeting. The term of office of Messrs. Grinnell and
Neuhauser will expire upon final  adjournment of the annual meeting for the year
2006; the term of office of Messr.  Lowry will expire upon final  adjournment of
the annual meeting for the year 2004; and the term of Messrs.  Benning and Mayer
will  expire upon the final  adjournment  of the 2005  annual  meeting.  Messrs.
Lowry,  Mayer, and Neuhauser are also Trustees of Liberty Funds Trusts I through
VII (the "Liberty Funds  Complex"),  the umbrella  trusts for an aggregate of 80
open-end  funds managed by affiliates of LAMCO,  14 closed-end  funds managed by
Colonial (the "Colonial  Closed-End Funds").  The All- Star's Board of Directors
are  also  Trustees  of  Liberty  All-Star  Equity  Fund,   another   closed-end
multi-managed fund managed by LAMCO.

Share Ownership
- ---------------
     The   following   table  shows  the  dollar  range  of  equity   securities
beneficially  owned  by each  Director  in  All-Star  and in all  Liberty  Funds
overseen by the Director as of December 31, 2002.

<TABLE>
<CAPTION>


                                                                   Aggregate Dollar Range of Equity Securities Owned in
                                      Dollar Range of Equity       All Registered Funds Overseen by Trustee in Liberty
 Name of Trustee/Director             Securities Owned in All-Star                        Funds Complex
- -------------------------             ---------------------------- -------------------------------------------------------
Disinterested Trustees/
Directors
<S>                                      <C>                                         <C>
John A. Benning                             $1-$10,000                               $50,001-$100,000
Robert J. Birnbaum (1)                   $10,001-$50,000                             $50,001-$100,000
James E. Grinnell                        $50,001-$100,000                              Over $100,000
Richard W. Lowry                         $10,001-$50,000                               Over $100,000
John J. Neuhauser                           $1-$10,000                                 Over $100,000
Interested Trustee/
Director
William E. Mayer                            $1-$10,000                               $50,001-$100,000

</TABLE>

     (1) Retired from the Boards of  Trustees/Directors  of the Liberty All-Star
Funds effective February 2003.

     As of  December  31,  2002,  no  disinterested  Director  or any  of  their
immediate family members owned beneficially or of record any class of securities
of LAMCO, a portfolio manager or any person controlling,  controlled by or under
common control with LAMCO or a portfolio manager.
<PAGE>

     During the calendar years ended December 31, 2001 and December 31, 2002, no
disinterested  Director (or their  immediate  family  members) had any direct or
indirect  interest  in LAMCO,  a  portfolio  manager or any person  controlling,
controlled by or under common control with LAMCO or a portfolio manager.

     During the calendar years ended December 31, 2001 and December 31, 2002, no
disinterested  Director (or their  immediate  family  members) had any direct or
indirect material interest in any transaction or series of similar  transactions
with (i) All-Star;  (ii) another fund managed by LAMCO, a portfolio manager or a
person  controlling,  controlled  by or under  common  control  with  LAMCO or a
portfolio  manager;  (iii)  LAMCO  or  a  portfolio  manager;  (iv)  any  person
controlling,  controlled  by or under  common  control with LAMCO or a portfolio
manager; or (v) an officer of any of the above.

     During the calendar years ended December 31, 2001 and December 31, 2002, no
disinterested  Director (or their  immediate  family  members) had any direct or
indirect  relationship  with (i) All-Star;  (ii) another fund managed by LAMCO,a
portfolio manager or a person controlling, controlled by or under common control
with LAMCO or a portfolio manager;  (iii) LAMCO or a portfolio  manager;  (iv) a
person  controlling,  controlled  by or under  common  control  with  LAMCO or a
portfolio manager; or (v) an officer of any of the above.

     During the calendar years ended December 31, 2001 and December 31, 2002, no
officer of LAMCO, a portfolio manager or any person  controlling,  controlled by
or under common control with LAMCO or a portfolio manager served on the board of
directors  of a company  where a  disinterested  Director  of All-Star or any of
their immediate family members served as an officer.

Trustee Compensation
- ---------------------

     LAMCO  or its  affiliates  pay  the  compensation  of all the  officers  of
All-Star,  including  the  Directors  who  are  affiliated  with  LAMCO.  During
All-Star's  fiscal year ending  December 31, 2003,  it is  anticipated  that the
disinterested  Directors will be paid an aggregate of [$ ] in fees and expenses.
For 2002, All Star paid the  disinterested  Directors an aggregate of $27,248 in
fees and  expenses.  For 2001,  All-Star  paid the  disinterested  Directors  an
aggregate of $24,213 in fees and expenses.

     The  following  table shows,  for the year ended  December  31,  2002,  the
compensation received from All-Star by each current Director,  and the aggregate
compensation paid to each current Director for service on the Board of Directors
of All-Star and the two All-Star Funds. All-Star has no bonus, profit sharing or
retirement plans.
<PAGE>

COMPENSATION TABLE
<TABLE>
<CAPTION>


                                                                Pension or
                                                              Retirement Benefits                         Total Compensation from
                                                               Accrued as Part of     Estimated Annual   the Liberty All-Star Funds
                                      Aggregate Compensation    Fund Expenses         Benefits Upon        (including the Fund)(1)
 Name of Person, Position                from the Fund                                   Retirement
- ------------------------              ----------------------  --------------------    -----------------     ------------------------
<S>                                     <C>                        <C>                   <C>                     <C>

John A. Benning                         $2,977.30                   $0                    $0                     $12,306.10
Robert J. Birnbaum                      $6,067.67                   $0                    $0                     $24,805.58
James E. Grinnell                       $6,067.67                   $0                    $0                     $24,805.58
Richard W. Lowry                        $6,067.67                   $0                    $0                     $24,805.58
William E. Mayer                        $6,067.67                   $0                    $0                     $24,805.58
John J. Neuhauser                       $6,067.67                   $0                    $0                     $24,805.58
</TABLE>


     (1) Total  compensation  from the Funds exceeded the aggregate  meeting and
retainer  fees of $125,000  pr annum  because of Mr.  Benning's  election to the
Board of  Trustees/Directors  in October  2002.  Mr.  Birnbaum  retired from the
Boards of Trustees/Directors effective February 2003.

The following  table shows,  for the calendar year ended  December 31, 2002, the
compensation  received  from the  Liberty  Funds  Complex by the  Trustees.  The
Liberty Funds Complex has no bonus, profit sharing or retirement plans.

Name                            Total Compensation from Liberty Funds Complex
- -----                           ---------------------------------------------

James E. Grinnell(1)                              $24,806
Richard W. Lowry                                 $124,806
William E. Mayer                                 $127,806
John J. Neuhauser                                $124,932

     (1) Resigned as Trustee of the Liberty  Funds Complex on December 27, 2000.
In connection  with the combination of Liberty and Stein Roe boards of trustees,
Mr. Grinnell will receive  $75,000 for retiring prior to the respective  board's
mandatory retirement age. This payment will continue for the lesser of two years
or until the date Mr.  Grinnell  would  otherwise  have  retired  at age 72. The
payments,  which began in 2001, are paid quarterly.  FleetBoston and the Liberty
Funds Complex will each bear  one-half of the cost of the payments.  The portion
of the payments borne by FleetBoston  was paid by LFC prior to November 1, 2001,
when the asset management business of LFC was acquired by Fleet National Bank, a
subsidiary of  FleetBoston.  The Liberty  Funds Complex  portion of the payments
will be allocated  among the Liberty Funds Complex based on each fund's share of
the Trustee fees for 2000.

Approving the Investment Advisory Contracts
- -------------------------------------------

     In  determining  to  approve  All-Star's  Fund  Management   Agreement  and
Portfolio  Management  Agreements and recommend their approval to  shareholders,
the  Directors  met over the  course  of the year with the  relevant  investment
advisory  personnel  from  LAMCO  and  the  Portfolio  Managers  and  considered
information  provided  by  LAMCO  and the  Portfolio  Managers  relating  to the
education, experience and number of investment professionals and other personnel
providing  services  under that  agreement.  See  "Management  of  All-Star"  in
All-Star's  Prospectus and "Directors and Officers of All-Star" in this SAI. The
Directors  also took  into  account  the time and  attention  devoted  by senior
management of LAMCO and the  Portfolio  Managers to the Fund and the other funds
in the complex.  The Directors  evaluated the level of skill  required to manage
the Fund and  concluded  that  the  human  resources  devoted  by LAMCO  and the
Portfolio  Managers to the Fund were appropriate to fulfill  effectively each of
<PAGE>

their duties under the  agreements.  The Directors also  considered the business
reputation  of LAMCO and the  Portfolio  Managers  and each of their  respective
financial  resources,  and concluded that each of them would be able to meet any
reasonably foreseeable obligations under the agreements.

     The Directors received information concerning the investment philosophy and
investment  process applied by LAMCO and the Portfolio  Managers in managing the
Fund.  See  "Investment  Objective,   Policies  and  Risks"  in  the  All-Star's
Prospectus.  In this connection,  the Directors considered the in-house research
capabilities  of LAMCO and the  Portfolio  Managers  as well as other  resources
available to their personnel, including research services available to LAMCO and
the  Portfolio  Managers as a result of  securities  transactions  effected  for
All-Star and other investment  advisory  clients.  The Directors  concluded that
investment  process,  research  capabilities  and  philosophy of each  Portfolio
Manager  and LAMCO were well suited to  All-Star,  given  All-Star's  investment
objective and policies.

     The Directors  considered  the scope of the services  provided by LAMCO and
each Portfolio  Manager to All-Star  under the  agreements  relative to services
provided by third parties to other mutual funds.  See  "Investment  Advisory and
Other Services." The Directors concluded that the scope of the services provided
by LAMCO and each Portfolio  Manager to All-Star was consistent  with All-Star's
operational  requirements,  including,  in addition to its investment objective,
compliance  with   All-Star's   investment   restrictions,   tax  and  reporting
requirements and related shareholder services.

     The Directors  considered the quality of the services provided by LAMCO and
each  Portfolio  Manager to  All-Star.  The  Directors  evaluated  each of their
records with respect to regulatory compliance and compliance with the investment
policies of All-Star.  The Directors  also evaluated the procedures of LAMCO and
each Portfolio Manager designed to fulfill their fiduciary duty to All-Star with
respect to possible  conflicts  of  interest,  including  each of their codes of
ethics  (regulating  the personal  trading of its officers and  employees)  (see
"Investment  Advisory and Other  Services"),  the  procedures by which LAMCO and
each Portfolio  Manager allocates trades among its various  investment  advisory
clients and the record of LAMCO and each Portfolio Manager in these matters. The
Directors  also  received  information  concerning  standards  of LAMCO and each
Portfolio Manager with respect to the execution of portfolio  transactions.  See
"Portfolio Security Transactions."

     The  Directors  considered  LAMCO's  management  of  non-advisory  services
provided  by persons  other than LAMCO by  reference,  among  other  things,  to
All-Star's  total  expenses  and the  reputation  of  All-Star's  other  service
providers.   See  "Expenses"  in  All-Star's  Prospectus.   The  Directors  also
considered   information  provided  by  third  parties  relating  to  All-Star's
investment  performance  relative to its performance  benchmark(s),  relative to
other similar funds managed by LAMCO and each Portfolio  Manager and relative to
funds managed similarly by other advisors.  The Directors  reviewed  performance
over various periods,  including All-Star's one, five and ten year calendar year
periods and/or the life of All-Star, as applicable (See "Investment Performance"
in  All-Star's   Prospectus),   as  well  as  factors  identified  by  LAMCO  as
contributing  to All-Star's  performance.  See All-Star's most recent annual and
semi-annual  reports.  The Directors concluded that the scope and quality of the
services  provided by LAMCO and each  Portfolio  Manager was sufficient to merit
approval of each agreement for two years.
<PAGE>

     In  reaching  that   conclusion,   the  Directors  also  gave   substantial
consideration to the fees payable under the agreements.  The Directors  reviewed
information  concerning  fees paid to investment  advisors of similarly  managed
funds.  The Directors  also  considered  the fees of All-Star as a percentage of
assets at different  asset  levels and possible  economies of scale to LAMCO and
each Portfolio Manager.  The Directors evaluated the profitability of LAMCO with
respect to All-Star, concluding that such profitability appeared to be generally
consistent with levels of profitability that had been determined by courts to be
"not  excessive." For these  purposes,  the Directors took into account not only
the actual  dollar amount of fees paid by All-Star  directly to LAMCO,  but also
so-called  "fallout  benefits" to the Advisor such as reputational value derived
from serving as fund manager to All-Star and the research services  available to
LAMCO and each Portfolio Manager by reason of brokerage commissions generated by
All-Star's turnover.  In evaluating All-Star's advisory fees, the Directors also
took into account the complexity of investment  management for All-Star relative
to other  types of funds.  Based on  challenges  associated  with  less  readily
available market  information  about foreign issuers and smaller  capitalization
companies,  limited  liquidity  of certain  securities,  and the  specialization
required for focused  funds,  the Directors  concluded  that  generally  greater
research  intensity  and trading  acumen is required for equity  funds,  and for
international or global funds, as compared to funds investing,  respectively, in
debt obligations or in U.S.  issuers.  See "Investment  Objective,  Policies and
Risks" in All-Star's Prospectus.

     Based on the foregoing, the Directors concluded that the fees to be paid to
LAMCO and each  Portfolio  Manager  under the advisory  agreement  were fair and
reasonable,  given the scope and quality of the  services  rendered by LAMCO and
each Portfolio Manager.

                         PORTFOLIO SECURITY TRANSACTIONS

     Each of All-Star's  Portfolio Managers has discretion to select brokers and
dealers to execute portfolio transactions initiated by the Portfolio Manager for
the portion of All-Star's  portfolio  assets  allocated to it, and to select the
markets in which such transactions are to be executed.  The Portfolio Management
Agreements with All-Star provide, in substance,  that, except as provided in the
following paragraph,  in executing portfolio  transactions and selecting brokers
or dealers,  the primary  responsibility  of the Portfolio Manager is to seek to
obtain best net price and execution for All-Star. It is expected that securities
will ordinarily be purchased in the primary markets,  and that, in assessing the
best net price and execution  available to All-Star,  the Portfolio Manager will
consider all factors it deems  relevant,  including the breadth of the market in
the security,  the price of the security,  the financial condition and execution
capability of the broker or dealer and the reasonableness of the commission,  if
any, for the specific  transaction and on a continuing basis.  Recognizing these
factors, All-Star may pay a brokerage commission in excess of that which another
broker or dealer may have charged for effecting the same transaction.

     The Portfolio  Management  Agreements also provide that LAMCO has the right
to request that transactions giving rise to brokerage commissions, in amounts to
be agreed upon from time to time between  LAMCO and the  Portfolio  Manager,  be
executed by brokers  and  dealers  (to be agreed upon from time to time  between
LAMCO and the  Portfolio  Manager)  which  provide,  directly  or through  third
parties, research products and services to LAMCO or to All-Star. The commissions
paid on such  transactions  may exceed the amount of commissions  another broker
would have  charged  for  effecting  that  transaction.  Research  products  and
services  made  available  to  LAMCO  through  brokers  and  dealers   executing
transactions for All-Star involving brokerage  commissions include  performance,
portfolio   characteristics,   investment   style  and  other   qualitative  and
quantitative  data relating to investment  managers in
<PAGE>

general and the Portfolio Managers in particular;  data relating to the historic
performance of categories of securities  associated with  particular  investment
styles;  mutual  fund  portfolio,  performance  and fee and expense  data;  data
relating to portfolio  manager  changes by pension plan  fiduciaries;  quotation
equipment;  and related computer hardware and software, all of which are used by
LAMCO in  connection  with its selection  and  monitoring of portfolio  managers
(including the Portfolio Managers) for All-Star and other multi-managed  clients
of  LAMCO,  the  assembly  of a mix  of  investment  styles  appropriate  to the
investment  objectives of All-Star or such other clients,  and the determination
of overall portfolio strategies.

     LAMCO from time to time reaches  understandings  with each of the Portfolio
Managers as to the amount of the All-Star  portfolio  transactions  initiated by
such  Portfolio  Manager  that are to be directed  to brokers and dealers  which
provide  or make  available  research  products  and  services  to LAMCO and the
commissions to be charged to All-Star in connection therewith. These amounts may
differ among the Portfolio  Managers  based on the nature of the markets for the
types of securities managed by them and other factors.

     These research  products and services are used by LAMCO in connection  with
its  management of All-Star,  Liberty  All-Star  Equity Fund,  Liberty  All-Star
Equity  Fund,  Varlable  Series,  and  other  multi-managed  clients  of  LAMCO,
regardless of the source of the brokerage commissions.  In instances where LAMCO
receives  from  broker-dealers  products  or  services  which  are used both for
research purposes and for administrative or other non-research  purposes,  LAMCO
makes a good faith effort to determine the relative proportions of such products
or services which may be considered as investment  research,  based primarily on
anticipated usage, and pays for the costs attributable to the non-research usage
in cash.

     The Portfolio Managers are authorized to cause All-Star to pay a commission
to a broker or  dealer  who  provides  research  products  and  servlces  to the
Portfollo  Manager for executing a portfolio  transaction  which is in excess of
the  amount of  commission  another  broker or dealer  would  have  charged  for
effecting that transaction. The Portfolio Managers must determine in good faith,
however,  that such  commission  was  reasonable in relation to the value of the
research  products  and  services  provided  to  them,  viewed  in terms of that
particular  transaction  or in  terms  of all  the  client  accounts  (including
All-Star) over which the Portfolio Manager exercises investment  discretion.  It
is  possible  that  certain of the  services  received  by a  Portfolio  Manager
attributable  to a particular  transaction  will  primarily  benefit one or more
other  accounts for which  investment  discretlon  is exercised by the Portfolio
Manager.

     During 2000,  2001 and 2002 All-Star paid total  brokerage  commissions  of
$204,925,  $104,844 and  $140,913,  respectively.  Approximately  $37,364 of the
commissions  paid  in  2000,  and  $23,129  and  $21,957,  respectively,  of the
commissions   paid  in  2000,   2001  and  2002  on   transactions   aggregating
approximately $50,127,330, $15,172,432 and $12,190,277,  respectively, were paid
to brokerage  firms which  provided or made  available to  All-Star's  Portfolio
Managers or to LAMCO research products and services as described above.

     Although  All-Star  does not permit a  Portfolio  Manager to act or have an
affiliate  act as broker for Fund  portfolio  transactions  initiated by it, the
Portfolio Managers are permitted to place Fund portfolio  transactions initiated
by them with  another  Portfolio  M anager or its  broker-dealer  affiliate  for
execution on an agency basis,  provided the commission does not exceed the usual
and customary  broker's  commission  being paid to other brokers for  comparable
transactions and is otherwise in compliance with Rule 17e-1 under the Investment
Company Act of 1940. [During 2000, 2001 and 2002 no Fund portfolio  transactions
were placed with any Portfolio Manager or its broker-dealer affiliate.]
<PAGE>

                                   TAXES

     The  following  discussion  of federal  income tax  matters is based on the
advice of Kirkpatrick & Lockhart LLP,  counsel to All-Star.  All-Star intends to
elect  to be  treated  and  to  qualify  each  year  as a RIC  under  the  Code.
Accordingly,  All-Star  intends  to satisfy  certain  requirements  relating  to
sources  of its  income and  diversification  of its  assets  and to  distribute
substantially  all of its net income and net  short-term  and long-term  capital
gains  (after  reduction  by  any  available  capital  loss   carryforwards)  in
accordance with the timing  requirements  imposed by the Code, so as to maintain
its RIC status and to avoid  paying any  federal  income or excise  tax.  To the
extent it qualifies for  treatment as a RIC and  satisfies  the  above-mentioned
distribution requirements, All-Star will not be subject to federal income tax on
income  paid to its  shareholders  in the  form of  dividends  or  capital  gain
distributions.

     In order to avoid  incurring  a federal  excise  tax  obligation,  the Code
requires that All-Star distribute (or be deemed to have distributed) by December
31 of each  calendar  year an amount at least equal to the sum of (i) 98% of its
ordinary income for such year and (ii) 98% of its capital gain net income (which
is the excess of its realized net  long-term  capital gain over its realized net
short-term capital loss), generally computed on the basis of the one-year period
ending on October 31 of such year, after reduction by any available capital loss
carryforwards, plus 100% of any ordinary income and capital gain net income from
the prior year (as previously  computed) that were not paid out during such year
and on which All-Star paid no federal  income tax.  Under current law,  provided
that  All-Star  qualifies  as a RIC for federal  income tax  purposes,  All-Star
should not be liable for any income,  corporate  excise or franchise  tax in the
Commonwealth of Massachusetts.

     If  All-Star  does not qualify as a RIC for any  taxable  year,  All-Star's
taxable income will be subject to corporate income taxes, and all  distributions
from earnings and profits, including distributions of net capital gain (if any),
will be taxable to the shareholder as ordinary income. In addition,  in order to
requalify  for  taxation  as a  RIC,  All-Star  may  be  required  to  recognize
unrealized  gains,  pay  substantial  taxes  and  interest,   and  make  certain
distributions.

     All-Star's investments in options, futures contracts, hedging transactions,
forward contracts (to the extent permitted) and certain other  transactions will
be subject to special tax rules (including  mark-to-market,  constructive  sale,
straddle,  wash sale, short sale and other rules), the effect of which may be to
accelerate  income to All-Star,  defer Fund  losses,  cause  adjustments  in the
holding  periods of  securities  held by  All-Star,  convert  capital  gain into
ordinary  income and convert  short-term  capital losses into long-term  capital
losses.  These rules could therefore affect the amount,  timing and character of
distributions to shareholders.  All-Star may be required to limit its activities
in options  and  futures  contracts  in order to enable it to  maintain  its RIC
status.

     Any loss  realized  upon the sale or exchange of Fund shares with a holding
period of 6 months or less will be  disallowed  to the  extent of any  dividends
received  with  respect to such shares,  and if the loss exceeds the  disallowed
amount, will be treated as a long-term capital loss to the extent of any capital
gain distributions  received with respect to such shares. In addition,  all or a
portion of a loss  realized on a  disposition  of Fund shares may be  disallowed
under "wash sale" rules to the extent the  shareholder  acquires other shares of
All-Star within the period  beginning 30 days before the disposition of the loss
shares and ending 30 days after such date. Any disallowed loss will result in an
adjustment  to the  shareholder's  tax basis in some or all of the other  shares
acquired.

     Dividends and  distributions on All-Star's  shares are generally subject to
federal  income  tax as  described  herein  to the  extent  they  do not  exceed
All-Star's   realized   income  and  gains,   even  though  such  dividends  and
distributions may economically represent a return of a particular  shareholder's
investment.  Such  distributions  are  likely  to occur  in  respect  of  shares
purchased  at a time when  All-Star's  net asset value  reflects  gains that are
either unrealized,  or realized but not distributed.  Such realized gains may be
required to be  distributed  even when  All-

<PAGE>
Star's net asset value also reflects  unrealized losses.  Certain  distributions
declared in October, November or December and paid in the following January will
be taxed to shareholders as if received on December 31 of the year in which they
were declared. In addition,  certain other distributions made after the close of
a taxable year of All-Star may be "spilled back" and treated as paid by All-Star
(except for  purposes of the 4% excise tax) during such  taxable  year.  In such
case,  Shareholders  will be treated as having  received  such  dividends in the
taxable year in which the distributions were actually made.

     Amounts paid by All-Star to individuals and certain other  shareholders who
have not provided  All-Star with their correct  taxpayer  identification  number
("TIN") and certain certifications required by the Internal Revenue Service (the
"IRS") as well as  shareholders  with  respect  to whom  All-Star  has  received
certain  information  from  the  IRS or a  broker  may be  subject  to  "backup"
withholding of federal income tax arising from All-Star's  taxable dividends and
other distributions as well as the gross proceeds of sales of shares), at a rate
of up to 30%(declining to 29% in 2004 and to 28% in 2006)for amounts paid during
2003. An individual's TIN is generally his or her social security number. Backup
withholding  is not an  additional  tax. Any amounts  withheld  under the backup
withholding  rules  from  payments  made to a  Shareholder  may be  refunded  or
credited against such Shareholder's  U.S. federal income tax liability,  if any,
provided that the required information is furnished to the IRS.

     The foregoing  discussion does not address the special tax rules applicable
to certain classes of investors, such as tax-exempt entities, foreign investors,
insurance  companies and financial  institutions.  Shareholders  should  consult
their own tax advisers with respect to special tax rules that may apply in their
particular  situations,  as well as the state,  local,  and,  where  applicable,
foreign tax consequences of investing in All-Star.

                            STATE AND LOCAL TAXES

     Shareholders  should  consult  their own tax advisers as the state or local
tax consequences of investing in All-Star.

                            PRINCIPAL SHAREHOLDERS

     On [ , 2003], Cede & Co. Fast,  Depository Trust Company,  55 Water Street,
New  York,  NY  10004  owned  beneficially  [ ]  Shares,  representing  [ %]  of
All-Star's then outstanding Shares.

     [As of [ , 2003,  all officers  and  Directors of All-Star as a group owned
less than 1% of All-Star's outstanding shares.]

                             FINANCIAL STATEMENTS

     [ ], are the independent  accountants for All-Star.  [ ] provides audit and
tax return  preparation  services and assistance and  consultation in connection
with the review of various Securities and Exchange Commission filings.  Prior to
September,  1999,  there were  other  independent  auditors  for  All-Star.  The
financial  statements  incorporated  by  reference  in  this  SAI  have  been so
incorporated,  and the  financial  statements  in the  Prospectus  have  been so
included, in reliance upon the reports of [ ] and [ ] given on authority of said
firms as experts in accounting and auditing.  All-Star's  Annual  Report,  which
includes  financial  statements for the fiscal year ended December 31, 2002, was
filed on March 6,  2003  (File  No.  811-04537)  and is  incorporated  herein by
reference with respect to all  information  other than the information set forth
on pages [1 through 17] thereof.  Any statement  contained in All-Star's  Annual
Report that was  incorporated  herein shall be deemed modified or superseded for
purposes of the
<PAGE>

Prospectus or this  Statement of Additional  Information to the
extent a statement  contained in the  Prospectus or this Statement of Additional
Information  varies  from such  statement.  Any such  statement  so  modified or
superseded  shall  not,  except  as so  modified  or  superseded,  be  deemed to
constitute a part of the Prospectus or this Statement of Additional Information.
All-Star will furnish, without charge, a copy of its Annual Report, upon request
to LAMCO, One Financial Center,  Boston,  Massachusetts  02111,  telephone (800)
542-3863.

<PAGE>

PART C.

Other Information.

Item 24. Financial Statements and Exhibits

      (1)  Financial Statements:
                               Included in Part A:

                             Financial statements included in Part A of this
                             registration statement:  Financial Highlights

                               Included in Part B:

                             Financial  statements  included  in  Part B of this
                             registration  statement:  Incorporated by reference
                             to  the  Annual   Report dated  December 31,  2002
                             filed electronically  pursuant to Section 30(b)
                             (2) of the Investment Company Act of 1940
                             (Accession number 0001047469-03-0007858)

      (2)  Exhibits

             (a)(1)          Articles of Incorporation(1)

             (a)(2)          Articles of Amendment dated April 27, 1989(1)

             (a)(3)          Articles of Amendment dated May 31, 1991(1)

             (a)(4)          Articles of Amendment dated November 6, 1995(1)

             (a)(5)          Articles of Amendment dated April 22, 1999

             (b)             By-Laws (3)

             (c)             Not Applicable

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

             (d)(2)          Form of Subscription Certificate*

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

             (e)             Automatic Dividend Reinvestment and Cash
                             Purchase Plan Brochure(1)

             (f)             Not Applicable

             (g)(1)          Management Agreement between Liberty All-Star
                             Growth Fund, Inc. and Liberty Asset Management
                             Company dated November 1, 2001

             (g)(2)          Portfolio Management Agreement between Liberty
                             All-Star Growth Fund, Inc., Liberty Asset
                             Management Company and William Blair & Company,
                             L.L.C. dated November 1, 2001

             (g)(3)          Portfolio Management Agreement between Liberty
                             All-Star Growth Fund, Inc., Liberty Asset
                             Management Company and M.A. Weatherbie & Co.,
                             Inc. dated November 1, 2001

             (g)(4)          Portfolio Management Agreement between Liberty
                             All-Star Growth Fund, Inc., Liberty Asset
                             Management Company and TCW Investment Management
                             Company dated November 1, 2001

             (h)             Not Applicable

             (i)             Not Applicable

             (j)(1)          Form of Custodian Agreement with State Street
                             Bank and Trust Company dated October 10, 2001 -
                             filed as Exhibit (g) in Part C, Item 23 of
                             Post-Effective Amendment No. 56 to the Registration
                             Statement on Form N-1A of Liberty Funds Trust II
                             (File Nos. 2-66976 & 811-3009), filed with the
                             Commission on or about October 26, 2001, and is
                             hereby incorporated by reference and made a part
                             of this Registration Statement

             (j)(2)          Form of Appendix A to the Custodian Contract
                             between Registrant and State Street Bank and Trust
                             Company - filed as Exhibit (g)(2) in Part C, Item
                             23 of Post-Effective Amendment No. 30 to the
                             Registration Statement on Form N-1A of Liberty
                             Variable Investment Trust (File Nos. 33-59216
                             & 811-756), filed with the Commission on or about
                             April 17, 2003, and is hereby incorporated by
                             reference and made a part of this Registration
                             Statement

             (k)(1)          Registrar, Transfer Agency and Service Agreement
                             between Liberty All-Star Growth Fund, Inc. and
                             EquiServe Trust Company, N.A.(1)

             (k)(2)          Pricing and Bookkeeping Agreement between Liberty
                             All-Star Growth Fund, Inc. and Columbia Management
                             Advisors, Inc. (formerly Colonial Management
                             Associates, Inc.)(1)

             (k)(3)          Form of Amendment to Pricing and Bookkeeping
                             Agreement between Liberty All-Star Growth Fund,
                             Inc. and Colonial Management Associates, Inc.(2)

             (k)(4)          Form of Subscription Agreement between Liberty
                             All-Star Growth Fund, Inc. and EquiServe Trust
                             Company, N.A.*

             (k)(5)          Form of Information Agent Agreement between Liberty
                             All-Star Growth Fund, Inc. and The Altman Group,
                             Inc.*

             (l)             Opinion and Consent of Counsel*

             (m)             Not Applicable

             (n)(1)          Consent of Independent Accountants -
                              PricewaterhouseCoopers LLP*

             (n)(2)          Consent of Independent Auditors - KPMG, LLP*

             (o)             Not Applicable

             (p)             Not Applicable

             (q)             Not Applicable

             (r)             Code of Ethics of Columbia Management Advisors,
                             Inc.- filed in Part C, Item 23 of Post-Effective
                             Amendment No. 29 to the Registration Statement on
                             Form N-1A of Liberty Variable Investment
                             Trust (File Nos. 33-59216 and 811-7556), filed
                             with the Commission on or about April 11, 2003,
                             and is hereby incorporated by reference and made
                             a part of this Registration Statement

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

Power of Attorney  for: John A Benning, James E. Grinnell, Richard W. Lowry,
William E. Mayer and John J. Neuhauser


- ---------------------------------------------------------------------------
(1)  Incorporated  by reference  to the  Registration  Statement  filed with the
     Commission via EDGAR on or about May 1, 1998.
(2)  Incorporated by reference to the Registration Statement filed with the
     Commission via EDGAR on or about June 27, 2001.
(3)  Incorporated by reference to the Registration Statement filed with the
     Commission via EDGAR on or about August 3, 2001.

*To be filed by Amendment


Item 25.  Marketing Arrangements

     Not Applicable.

Item 26.  Other Expenses of Issuance and Distribution

     The following table sets forth the expenses to be incurred in connection
     with the offering described in this Registration Statement:

     Registration fee                                    $ 1,355
     New York Stock Exchange listing fee                   2,000
     Printing                                             25,000
     Accounting fees and expenses                         10,000
     Legal fees and expenses                              35,000
     Information Agent fees and expenses                  40,000
     Subscription Agent fees and expenses                 36,000
     Miscellaneous                                        10,645
                                                       ---------
         Total                                          $160,000
                                                       =========


Item 27.  Persons Controlled By or Under Common Control with Registrant


     None.

<PAGE>


Item 28.  Number of Holders of Securities

           Number of Record Holders
            as of May 31, 2003: 2,973


Item 29.  Indemnification

                 The Articles of Incorporation filed as Exhibit (a)(1) to
                 this Registration  Statement  provides for  indemnification  to
                 each of the Registrant's  Directors  and  officers  against all
                 liabilities  and  expenses  incurred  in acting as Director  or
                 officer, except in the case of willful misfeasance,  bad faith,
                 gross  negligence or reckless  disregard of the duties involved
                 in the conduct of such Directors and officers.

                 Insofar as  indemnification  for  liability  arising  under the
                 Securities  Act of 1933 may be permitted to trustees,  officers
                 and  controlling  persons  of the  Registrant  pursuant  to the
                 foregoing  provisions,  or otherwise,  the  Registrant has been
                 advised  that in the  opinion of the  Securities  and  Exchange
                 Commission  such  indemnification  is against  public policy as
                 expressed in the Act and is, therefore,  unenforceable.  In the
                 event that a claim for indemnification against such liabilities
                 (other than the payment by the Registrant of expenses  incurred
                 or paid by a  trustee,  officer  or  controlling  person of the
                 Registrant  in the  successful  defense of any action,  suit or
                 proceeding) is asserted by such trustee, officer or controlling
                 person in connection with the securities being registered,  the
                 Registrant  will,  unless in the  opinion  of its  counsel  the
                 matter has been settled by controlling  precedent,  submit to a
                 court of  appropriate  jurisdiction  the question  whether such
                 indemnification  by it is against public policy as expressed in
                 the Act and will be governed by the final  adjudication of such
                 issue.

                 The Registrant,  its advisor, Liberty Asset Management Company,
                 and its Administrator,  Columbia Management Advisors,  Inc.
                 (Colonial),  and  their  respective  trustees,   directors  and
                 officers  are insured by a Directors  and  Officers/Errors  and
                 Omissions   Liability   insurance  policy  through  ICI  Mutual
                 Insurance Company.



ITEM 30.  Business and Other Connections of Investment Adviser.

Liberty Asset Management Company ("LAMCO"), the Registrant's
Fund Manager, was organized on August 16, 1985 and is primarily engaged in the
corporate administration of and the provision of its multi-management services
for the Registrant and Liberty All-Star Equity Fund, another
multi-managed closed-end investment company.  It also provides its multi-
management services to Liberty All-Star Equity Fund, Variable Series, a multi-
managed open-end investment company which serves as an investment vehicle for
variable annuity contracts issued by affiliated insurance companies.

The following sets forth the business and other connections of each director
and officer of LAMCO:

<TABLE>
<CAPTION>
<S>                                <C>                          <C>                                       <C>

(1)                                (2)                          (3)                                       (4)
Name and principal
business
addresses*                         Affiliation
of officers and                    with                         Other business, profession,
directors of                       investment                   vocation or employment
investment adviser                 adviser                      connection                                Affiliation
- ------------------                 ----------                   ------------------------------            -----------

Banks, Keith T.                    Director, President,         Liberty Variable Investment Trust         President
                                    Chief Executive Officer,
                                    Chairman, Chief
                                    Investment Officer


Palombo, Joseph R.                 Director & Chief             Liberty Variable Investment Trust         None
                                    Operating Officer

Sayler, Roger                      Director                     None                                      None

Parmentier, Jr., William R.        Chief                        Liberty All-Star Equtiy Fund              Pres. & Chief
                                   Investment Officer -         Liberty Variable Investment Trust         Exec. Officer
                                    External Managers

Haley, Mark T.                     Vice President               Liberty All-Star Equity Fund              Vice President

Iudice, Philip J., Jr.             Treasurer                    None                                      None

</TABLE>

- --------------------------------
*The principal address of the officers and directors is One Financial Center,
 Boston, MA 02111-2621.


Item 31.      Location of Accounts and Records:

              Registrant  maintains the records  required to be maintained by it
              under Rules 31a-1(a),  31a-1(b), and 31a-2(a) under the Investment
              Company  Act of 1940 at its  principal  executive  offices  at One
              Financial  Center,  Boston, MA 02111.  Certain records,  including
              records  relating to  Registrant's  shareholders  and the physical
              possession of its securities,  may be maintained  pursuant to Rule
              31a-3  at the  main  office  of  Registrant's  transfer  agent  or
              custodian.

Item 32.      Management Services

              None

Item 33.      Undertakings


              (1)  The Registrant undertakes to suspend the offering of shares
                   until the prospectus is amended, if subsequent to the
                   effective date of this Registration Statement, its net
                   asset value declines more than ten percent from its net
                   asset value, as of the effective date of the Registration
                   Statement or its net asset value increases to an amount
                   greater than its net proceeds as stated in the prospectus.

              (2)  Not applicable.

              (3)  Not applicable.

              (4)  Not applicable.

              (5)  Registrant undertakes that, for the purpose of determining
                   any liability under the Securities Act, the information
                   omitted from the form of prospectus filed as part of the
                   Registration Statement in reliance upon Rule 430A and
                   contained in the form of prospectus filed by the Registrant
                   pursuant to Rule 497(h) will be deemed to be a part of the
                   Registration Statement as of the time it was declared
                   effective.

                   Registrant undertakes that, for the purpose of determining
                   any liability under the Securities Act, each post-effective
                   amendment that contains a form of prospectus will be deemed
                   to be a new Registration Statement relating to the
                   securities offered therein, and the offering of such
                   securities at that time will be deemed to be the initial
                   bona fide offering thereof.

              (6)  Registrant undertakes to send by first class mail or other
                   means designed to ensure equally prompt delivery, within
                   two business days of receipt of a written or oral request,
                   any Statement of Additional Information constituting Part B
                   of this Registration Statement.



<PAGE>

                             SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,  and the
Investment  Company Act of 1940, as amended,  the  Registrant has duly caused
this  Amendment to its Registration  Statement  on Form N-2 to be  signed  on
its  behalf  by the undersigned,   thereunto  duly  authorized,  in  the  City
of Boston  and  the Commonwealth of Massachusetts on the 30th day of June,
2003.

                                      LIBERTY ALL-STAR GROWTH FUND, INC.




                                             /s/ WILLIAM R. PARMENTIER, JR.
                                       By:   ------------------------------
                                             /s/ William R. Parmentier, Jr.
                                                 President

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below by the following persons in their capacities and
on the date indicated.

SIGNATURES                              TITLE                 DATE
- ----------                              -----                 ----




/s/WILLIAM R. PARMENTIER, JR.       President (chief          June 30, 2003
- -----------------------------       executive officer)
/s/William R. Parmentier, Jr.



/s/J. KEVIN CONNAUGHTON             Treasurer (principal      June 30, 2003
- -----------------------              financial officer)
/s/J. Kevin Connaughton



/s/VICKI L. BENJAMIN
- -----------------------             Chief Accounting Officer  June 30, 2003
/s/Vicki L. Benjamin                  and Controller (principal
                                         accounting officer)

<PAGE>

JOHN A. BENNING*        Director
- ---------------------
John A. Benning


JAMES E. GRINNELL*      Director
- ---------------------
James E. Grinnell


RICHARD W. LOWRY*      Director                       */s/ HEIDI A. HOEFLER
- -----------------                                      ----------------------
Richard W. Lowry                                           Heidi A. Hoefler
                                                           Attorney-in-fact
                                                           For each Director
                                                           June 30, 2003

WILLIAM E. MAYER*      Director
- -----------------
William E. Mayer


JOHN J. NEUHAUSER*     Director
- ------------------
John J. Neuhauser






<PAGE>


            INDEX OF EXHIBITS FILED WITH THIS AMENDMENT

Exhibit
Number    Exhibit
- --------  --------------------------------------------------

(a)(5)    Articles of Amendment dated April 22, l999
(g)(1)    Fund Management Agreement with Liberty Asset Management Company
(g)(2)    Portfolio Management Agreement with William Blair & Company, L.L.C.
(g)(3)    Portfolio Management Agreement with M.A. Weatherbie & Co., Inc.
(g)(4)    Portfolio Management Agreement with TCW Investment Management Company
          Powers of Attorney - John A. Benning, James E. Grinnell, Richard W.
             Lowry, William E. Mayer and John J. Neuhauser





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2A
<SEQUENCE>2
<FILENAME>amend.txt
<DESCRIPTION>AMENDMENT TO ARTICLES
<TEXT>
                    LIBERTY ALL-STAR GROWTH FUND, INC.

                       ARTICLES OF AMENDMENT


        LIBERTY ALL-STAR GROWTH FUND, INC., a Maryland corporation (the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland that the charter of the Corporation is hereby amended
as follows:

          FIRST:   Paragraph (1) of Article V of the Articles of Incorporation,
                   as amended, shall read as follows:

                    "(1) The Corporation shall have the authority to increase
                     its Common Stock from twenty million (20,000,000) shares,
                     par value of ten cents ($.10) per share, to sixty million
                     (60,000,000) shares, par value of ten cents ($.10) per
                     share.

          SECOND:  This amendment of the charter of the Corporation has been
                   duly advised by the Board of Directors and approved by the
                   stockholders of the Corporation.

          IN WITNESS WHEREOF, the undersigned President and Secretary swear on
this 22nd day of April, 1999 under penalties of perjury that the foregoing is
a corporate act.

                                       LIBERTY ALL-STAR GROWTH FUND, INC.



                                       By:WILLIAM R. PARMENTIER
                                          ---------------------
                                          William R. Parmentier
                                          President


                                       By:NANCY L. CONLIN
                                          ----------------------
                                          Nancy L. Conlin
                                          Secretary

Address:

Liberty All-Star Growth Fund, Inc.
c/o Colonial Management Associates, Inc.
One Financial Center
Boston, MA 02111
Attn: Nancy L. Conlin

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2G
<SEQUENCE>4
<FILENAME>blairpm.txt
<DESCRIPTION>BLAIR PM AGREEMENT
<TEXT>
                         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.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2G
<SEQUENCE>5
<FILENAME>tcwpm.txt
<DESCRIPTION>TCW PM AGREEMENT
<TEXT>



                         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.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2G
<SEQUENCE>6
<FILENAME>weathpm.txt
<DESCRIPTION>WEATHERBIE PM AGREEMENT
<TEXT>

                         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.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2G
<SEQUENCE>7
<FILENAME>manage.txt
<DESCRIPTION>FUND MANAGEMENT AGREEMENT
<TEXT>
                       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:
Title:


LIBERTY ASSET MANAGEMENT COMPANY

By: _________________________________________
Name:
Title:

<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.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>8
<FILENAME>poa.txt
<DESCRIPTION>DIRECTOR POAS
<TEXT>



                         POWER OF ATTORNEY FOR SIGNATURE



The undersigned  constitutes  Clifford J. Alexander,  J. Kevin Connaughton,
Tracy S. DiRienzo, Ellen Harrington,  Heidi A. Hoefler, Kevin S. Jacobs, Russell
L.  Kane,  Vincent  P.  Pietropaolo,  David A.  Rozenson  and  Joseph  A.  Turo,
individually, as my true and lawful attorney, with full power to each of them to
sign for me and in my name, any and all registration  statements and any and all
amendments to the registration statements filed under the Securities Act of 1933
or  the  Investment  Company  Act of  1940  with  the  Securities  and  Exchange
Commission for the purpose of complying with such  registration  requirements in
my capacity as a trustee/director or officer of Liberty All-Star Equity Fund and
Liberty  All-Star Growth Fund,  Inc.  (All-Star  Funds).  This Power of Attorney
authorizes  the above  individuals to sign my name and will remain in full force
and effect until specifically rescinded by me.

I specifically permit this Power of Attorney to be filed, as an exhibit to a
registration statement or amendment to a registration statement of the All-Star
Funds, with the Securities and Exchange Commission and I request that this Power
of Attorney then constitutes authority to sign additional amendments and
registration statements by virtue of its incorporation by reference into the
registration statements and amendments for the All-Star Funds.

In witness, I have signed this Power of Attorney on this 18th day of June, 2003.




                                       --------------------------------
                                        John A. Benning




<PAGE>

                         POWER OF ATTORNEY FOR SIGNATURE


The undersigned  constitutes  Clifford J. Alexander,  J. Kevin Connaughton,
Tracy S. DiRienzo, Ellen Harrington,  Heidi Hoefler, Kevin S. Jacobs, Russell L.
Kane, Robert R. Leveille, Jean S. Loewenberg,  Vincent P. Pietropaolo,  David A.
Rozenson and Joseph A. Turo, individually,  as my true and lawful attorney, with
full  power  to  each  of  them  to  sign  for me and in my  name,  any  and all
registration   statements  and  any  and  all  amendments  to  the  registration
statements filed under the Securities Act of 1933 or the Investment  Company Act
of 1940 with the Securities and Exchange Commission for the purpose of complying
with such  registration  requirements  in my capacity as a  trustee/director  or
officer of Liberty  All-Star  Equity  Fund and  Liberty  All-Star  Growth,  Inc.
(All-Star  Funds).  This Power of Attorney  authorizes the above  individuals to
sign my name and  will  remain  in full  force  and  effect  until  specifically
rescinded by me.

I specifically permit this Power of Attorney to be filed, as an exhibit to a
registration statement or amendment to a registration statement of the All-Star
Funds, with the Securities and Exchange Commission and I request that this Power
of Attorney then constitutes authority to sign additional amendments and
registration statements by virtue of its incorporation by reference into the
registration statements and amendments for the All-Star Funds.

In witness, I have signed this Power of Attorney on this 18th day of June, 2002.




                                       --------------------------------
                                        Richard W. Lowry




<PAGE>

                         POWER OF ATTORNEY FOR SIGNATURE


The undersigned  constitutes  Clifford J. Alexander,  J. Kevin Connaughton,
Tracy S. DiRienzo, Ellen Harrington,  Heidi Hoefler, Kevin S. Jacobs, Russell L.
Kane, Robert R. Leveille, Jean S. Loewenberg,  Vincent P. Pietropaolo,  David A.
Rozenson and Joseph A. Turo, individually,  as my true and lawful attorney, with
full  power  to  each  of  them  to  sign  for me and in my  name,  any  and all
registration   statements  and  any  and  all  amendments  to  the  registration
statements filed under the Securities Act of 1933 or the Investment  Company Act
of 1940 with the Securities and Exchange Commission for the purpose of complying
with such  registration  requirements  in my capacity as a  trustee/director  or
officer of Liberty  All-Star  Equity  Fund and  Liberty  All-Star  Growth,  Inc.
(All-Star  Funds).  This Power of Attorney  authorizes the above  individuals to
sign my name and  will  remain  in full  force  and  effect  until  specifically
rescinded by me.

I specifically permit this Power of Attorney to be filed, as an exhibit to a
registration statement or amendment to a registration statement of the All-Star
Funds, with the Securities and Exchange Commission and I request that this Power
of Attorney then constitutes authority to sign additional amendments and
registration statements by virtue of its incorporation by reference into the
registration statements and amendments for the All-Star Funds.

In witness, I have signed this Power of Attorney on this 18th day of June, 2002.





                                         --------------------------------
                                          James E. Grinnell

<PAGE>



                         POWER OF ATTORNEY FOR SIGNATURE



The undersigned  constitutes  Clifford J. Alexander,  J. Kevin Connaughton,
Tracy S. DiRienzo, Ellen Harrington,  Heidi Hoefler, Kevin S. Jacobs, Russell L.
Kane, Robert R. Leveille, Jean S. Loewenberg,  Vincent P. Pietropaolo,  David A.
Rozenson and Joseph A. Turo, individually,  as my true and lawful attorney, with
full  power  to  each  of  them  to  sign  for me and in my  name,  any  and all
registration   statements  and  any  and  all  amendments  to  the  registration
statements filed under the Securities Act of 1933 or the Investment  Company Act
of 1940 with the Securities and Exchange Commission for the purpose of complying
with such  registration  requirements  in my capacity as a  trustee/director  or
officer of Liberty  All-Star  Equity  Fund and  Liberty  All-Star  Growth,  Inc.
(All-Star  Funds).  This Power of Attorney  authorizes the above  individuals to
sign my name and  will  remain  in full  force  and  effect  until  specifically
rescinded by me.

I specifically permit this Power of Attorney to be filed, as an exhibit to a
registration statement or amendment to a registration statement of the All-Star
Funds, with the Securities and Exchange Commission and I request that this Power
of Attorney then constitutes authority to sign additional amendments and
registration statements by virtue of its incorporation by reference into the
registration statements and amendments for the All-Star Funds.

In witness, I have signed this Power of Attorney on this 18th day of June, 2002.



                                            --------------------------------
                                             William E. Mayer





<PAGE>



                         POWER OF ATTORNEY FOR SIGNATURE



The undersigned  constitutes  Clifford J. Alexander,  J. Kevin Connaughton,
Tracy S. DiRienzo, Ellen Harrington,  Heidi Hoefler, Kevin S. Jacobs, Russell L.
Kane, Robert R. Leveille, Jean S. Loewenberg,  Vincent P. Pietropaolo,  David A.
Rozenson and Joseph A. Turo, individually,  as my true and lawful attorney, with
full  power  to  each  of  them  to  sign  for me and in my  name,  any  and all
registration   statements  and  any  and  all  amendments  to  the  registration
statements filed under the Securities Act of 1933 or the Investment  Company Act
of 1940 with the Securities and Exchange Commission for the purpose of complying
with such  registration  requirements  in my capacity as a  trustee/director  or
officer of Liberty  All-Star  Equity  Fund and  Liberty  All-Star  Growth,  Inc.
(All-Star  Funds).  This Power of Attorney  authorizes the above  individuals to
sign my name and  will  remain  in full  force  and  effect  until  specifically
rescinded by me.

I specifically permit this Power of Attorney to be filed, as an exhibit to a
registration statement or amendment to a registration statement of the All-Star
Funds, with the Securities and Exchange Commission and I request that this Power
of Attorney then constitutes authority to sign additional amendments and
registration statements by virtue of its incorporation by reference into the
registration statements and amendments for the All-Star Funds.

In witness, I have signed this Power of Attorney on this 18th day of June, 2002.




                                          --------------------------------
                                              John J. Neuhauser



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
