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<SEC-DOCUMENT>0000021847-03-000267.txt : 20030812
<SEC-HEADER>0000021847-03-000267.hdr.sgml : 20030812
<ACCEPTANCE-DATETIME>20030812145454
ACCESSION NUMBER:		0000021847-03-000267
CONFORMED SUBMISSION TYPE:	N-2/A
PUBLIC DOCUMENT COUNT:		7
FILED AS OF DATE:		20030812

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/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-106675
		FILM NUMBER:		03837272

	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/A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-04537
		FILM NUMBER:		03837273

	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/A
<SEQUENCE>1
<FILENAME>n2form.txt
<DESCRIPTION>PRE-EFFECTIVE AMENDMENT NO. 1
<TEXT>

    As filed with the Securities and Exchange Commission on August 12, 2003

                                                  1933 Act File No. 333-106675
                                                  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
[X]      Pre-Effective Amendment No. 1

[ ]      Post-Effective Amendment No._________

                                      and

[X]      REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X]      Amendment No. 18

                        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
         --------.

<PAGE>

<TABLE>
<CAPTION>
                                                PROPOSED                  PROPOSED
TITLE                                           MAXIMUM                   MAXIMUM            AMOUNT OF
OF SECURITIES             AMOUNT                OFFERING PRICE            AGGREGATE          REGISTRATION
BEING REGISTERED          BEING REGISTERED      PER UNIT               OFFERING PRICE        FEE
- ----------------          -------------------   --------------            --------------     -------------
<S>                       <C>                   <C>                      <C>                  <C>
Common Stock              659,213(1)            $6.43(1)                $4,238,739.59(1)     $342.91(1)(2)

</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(c) under the Securities Act of 1933.  Includes
     shares that may be offered pursuant to an option to cover over-
     subscriptions.  Based on the average of the high and low price
     reported on the New York Stock Exchange, Inc. on August 6, 2003.
(2)  A registration fee of $1,355 was previously paid in connection with the
     initial filing.

<PAGE>
                 21,153,372 Rights for 2,644,171 Shares

                   LIBERTY ALL-STAR GROWTH FUND, INC.

                             Common Stock


     Liberty  All-Star Growth Fund, Inc.  ("All-Star" or the "Fund") is offering
rights (the "Rights") to its shareholders (the "Offer"). These Rights will allow
you to subscribe for new shares of common stock of All-Star (the "Shares").  For
every eight Rights that you receive,  you may buy one new  All-Star  share.  You
will receive one Right for each outstanding All-Star share you own on August 11,
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 (THE "SUBSCRIPTION PRICE") WILL BE 95% OF THE LOWER
OF (i)  THE  LAST  REPORTED  SALE  PRICE  ON THE  NEW  YORK  STOCK  EXCHANGE  ON
SEPTEMBER 12, 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 OFFER WILL EXPIRE AT 5:00 P.M.,  NEW YORK CITY TIME,  ON September  11,
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 20 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 ("NYSE") 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 August
11, 2003 was $6.19 and $6.08,  respectively,  and the last reported sale price
of a share on such Exchange on those dates was $6.31 and $5.90, 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..................................       $      5.61                 NONE                         $      5.61
- ---------------------------------------------- --------------------------- ----------------------------- -------------------------
- ---------------------------------------------- --------------------------- ----------------------------- -------------------------
Total......................................       $14,833,799                 NONE                         $14,833,799
- ---------------------------------------------- --------------------------- ----------------------------- -------------------------
</TABLE>



     (1)  Estimated  based on an assumed  Subscription  Price of 95% of the last
          reported  sale  price on the NYSE on August 11,  2003 (the  "Estimated
          Purchase Price"). The Estimated Purchase 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 17.

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


     This Prospectus  sets forth  concisely the  information  that a shareholder
ought to know before exercising his or her Rights. Investors are advised to read
and retain it for future reference.  A Statement of Additional Information dated
August 12,  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
33 of this  Prospectus,  and a copy is  available  at no charge by calling the
Information  Agent  at  (800)  467-4954  or  at  the  SEC's  internet  web  site
(http://www.sec.gov).


               The date of this Prospectus is August 12, 2003.

                                        1
<PAGE>

                                PROSPECTUS SUMMARY

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

Purpose of the Offer


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


<TABLE>
<CAPTION>


Important Terms of the Offer
<S>                                                                  <C>
Total number of shares available for primary subscription......      2,644,171 Shares

Number of Rights you will receive for each outstanding
   share you own on the Record                                       One Right for every one share
Date.......................................
Number of Shares you may purchase with your Rights at the
   Subscription Price per                                            One Share for every eight Rights
Share..................................................
Subscription                                                         95% of the lower of (i) the last reported sale price on the
Price................................................................NYSE on September 12, 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 them (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

                                2
<PAGE>
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,  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. ("Equiserve" or "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 "Final  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

                                         3
<PAGE>
Important Dates to Remember

     Please note that the dates in the table below,  other than the Record Date,
may change if the Offer is extended.

<TABLE>
<CAPTION>


- --------------------------------------------------------------- --------------------------
Event                                                           Date
- --------------------------------------------------------------- --------------------------
- --------------------------------------------------------------- --------------------------
<S>                                                             <C>
Record Date.................................................    August 11, 2003
- --------------------------------------------------------------- --------------------------
- --------------------------------------------------------------- --------------------------
Subscription                                                    August 12 through
Period......................................................... September 11, 2003*
- --------------------------------------------------------------- --------------------------
- --------------------------------------------------------------- --------------------------
Expiration Date (Deadline for delivery of Subscription
Certificate together with payment of
Estimated Subscription Price (see "The Offer - Payment
for Shares" on page 17 of this Prospectus) or for delivery
of Notice of Guaranteed
Delivery)...................................................... September 11, 2003
- --------------------------------------------------------------- --------------------------
- --------------------------------------------------------------- --------------------------
Pricing
Date........................................................... September 12, 2003
- --------------------------------------------------------------- --------------------------
- --------------------------------------------------------------- --------------------------
Deadline for payment of final Subscription Price pursuant to
Notice of Guaranteed Delivery.....................              September 16, 2003
- --------------------------------------------------------------- --------------------------
- --------------------------------------------------------------- --------------------------
Confirmation to Registered
Shareholders........................                            September 22, 2003
- --------------------------------------------------------------- --------------------------
- --------------------------------------------------------------- --------------------------
For Registered Shareholders' Subscriptions - deadline for
payment of unpaid balance if final Subscription Price is
higher than Estimated Subscription Price...........             October 2, 2003
- --------------------------------------------------------------- --------------------------

</TABLE>

___________________________
* 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."

                                        4
<PAGE>

     All-Star  commenced  investment  operations  in March  1986  under the name
"Growth Stock Outlook Trust,  Inc." (see "History of the Fund"). 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 August 11,  2003,  All-Star's  net
assets were  $128,645,650,  and  21,153,372  shares of All-Star  were issued and
outstanding.

Information about Liberty Asset Management Company

     Liberty  Asset  Management  Company  ("LAMCO" or "Fund  Manager")  provides
selection, evaluation and monitoring services to All-Star and is responsible for
the  provision  of  administrative  services  to the  Fund,  some of  which  are
delegated to LAMCO's affiliate, 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 June
30, 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  1.23%  (the  average  premium  for the
     six-month  period  ended July 31,  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 $0.02 per share, or less than 0.4%. Further, if you do

                                             5
<PAGE>
     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,
     may 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  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  discounts...........................Shares  of closed-end funds
     frequently  trade at a market  price that is less than the value of the net
     assets  attributable  to those  shares.  The  possibility  that  shares  of
     All-Star  will trade at a discount  from net asset value is a risk separate
     and distinct from the risk that  All-Star's  net asset value will decrease.
     The risk of  purchasing  shares of a closed-end  fund that might trade at a
     discount is more  pronounced for investors who wish to sell their shares in
     a relatively short period of time because, for those investors, realization
     of a gain or loss on their  investments is likely to be more dependent upon
     the existence of a premium or discount than upon portfolio performance. See
     "Share Price Data."

                                           6
<PAGE>
Anti-takeover Provisions...........................All-Star's   Articles   of
     Incorporation  and  By-laws  have  provisions   (commonly  referred  to  as
     "anti-takeover  provisions")  which  are  intended  to have the  effect  of
     limiting  the ability of other  entities  or persons to acquire  control of
     All-Star, to cause it to engage in certain  transactions,  or to modify its
     structure.  For  instance,  the  affirmative  vote of 66 2/3 percent of the
     shares of the Fund is required to authorize  All-Star's  conversion  from a
     closed-end to an open-end investment company. A similar shareholder vote is
     required to authorize a merger,  sale of a substantial  part of the assets,
     issuance  of  securities  for cash,  or similar  transaction  with a person
     beneficially  owning  five  percent or more of  All-Star's  shares,  unless
     approved by All-Star's Board of Directors under certain  conditions.  These
     provisions  cannot be amended  without a similar  super-majority  vote.  In
     addition, All-Star's Board of Directors is divided into three classes, each
     of which serves for three  years.  The term of office of one of the classes
     expires at the final  adjournment of each annual  meeting of  shareholders.
     See  "Description of Shares-Anti-takeover  Provisions of the Articles of
     Incorporation and By-laws;  Super-majority  Vote Requirement for Conversion
     to Open-End Status."

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.

                                     7
<PAGE>

                                    EXPENSES

Shareholder Transaction Expenses

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

 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......................................................  0.38%
 Total Annual Expenses .............. ...............................  1.38%


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
              ------            -------           ---------        ---------
              $14               $44               $76              $166


     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 the
Estimated  Purchase  Price of $5.61 per share.  See "Financial  Highlights"  for
All-Star's  actual  ratio of  expenses  to average net assets for the year ended
December 31, 2002.


                                         8
<PAGE>
                            FINANCIAL HIGHLIGHTS

     The  financial  highlights  table is  intended to help you  understand  the
Fund's  financial  performance.  Information  is shown for the  Fund's  last ten
fiscal years.  Certain information reflects financial results from a single Fund
share.  The information  for the fiscal years ended December 31, 1999,  December
31,  2000,  December  31,  2001  and  December  31,  2002 has  been  audited  by
PricewaterhouseCoopers LLP, independent accountants. The information included in
the Fund's  financial  statements  for periods prior to 1999 had been audited by
other independent accountants,  whose report expressed an unqualified opinion on
those   financial   statements   and   financial   highlights.   The  report  of
PricewaterhouseCoopers  LLP, together with the financial statements of the Fund,
are included in the Fund's December 31, 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(d)                 1.38%        1.41%          1.21%         1.20%           1.22%

Ratio of net investment income (loss) to average
       net  assets(d)                                      (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.
(d) The benefits derived from custody credits and directed brokerage
arrangements, if applicable, had an impact of less than 0.01%.


                                      9
<PAGE>

<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.

                                     10
<PAGE>

                                SHARE PRICE DATA

     Trading in All-Star's  shares on the NYSE  commenced on March 14, 1986. For
the two years ended  December 31, 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>

1st Quarter..............          $10.91       $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            -1.9%          $4.61          $4.84            -4.8%

2nd Quarter..............          $6.70         $6.02            11.3%          $5.00          $5.26            -4.9%

</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"), begun in February, 1997, may
have  contributed to this effect.  This trend may also have resulted in whole or
in part from  other  factors,  such as the  Fund's  investment  performance  and
increased  attention  directed  to All-Star by  securities  analysts  and market
letters.


     The net asset  value of a share of  All-Star  on August 11, 2003 was $6.08.
The last  reported  sale  price  of an  All-Star  share on that day was  $5.90,
representing a discount to net asset value of 3.0%.


                                      11
<PAGE>

                             INVESTMENT PERFORMANCE

     The table below shows two measures of  All-Star's  return to investors  for
the one,  three and five year periods ended June 30, 2003 and from April 1, 1996
to June 30, 2003, the calendar  quarter  beginning April 1, 1996 being the first
full  calendar  quarter  during  which  all of the Fund was  fully  invested  in
accordance  with  LAMCO's  multi-management  methodology  (see  "History  of the
Fund"). 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") 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
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 Growth     NASDAQ Composite
                                       All-Star NAV           All-Star Price            Fund Average                Index
                                       -------------          ---------------     -----------------------     -----------------
<S>                                       <C>                    <C>                       <C>                      <C>
1 Year                                      4.7%                   10.1%                     2.2%                    11.4%
3 Years                                   -15.4%                   -8.4%                   -20.3%                   -25.5%
5 Years                                    -5.1%                   -1.7%                    -1.5%                    -2.7%
Since April 1, 1996                         3.3%                    6.9%                     4.7%                     5.9%
</TABLE>


     The return shown is the average  annual return for the period  indicated to
June 30, 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.

                                        12
<PAGE>

                                THE OFFER

Terms of the Offer

     All-Star is issuing to Record Date Shareholders  non-transferable Rights to
subscribe for the Shares,  $.10 par value per Share, of the Fund's Common Stock.
Each such  shareholder  is being issued one Right for each share of Common Stock
owned on the Record  Date.  The Rights  entitle the holder to acquire on Primary
Subscription at the Subscription  Price one Share for each eight Rights held. No
Rights  will  be  issued  for  fractional  shares.  Accordingly,  Shares  may be
purchased  only  pursuant to the  exercise of Rights in  integral  multiples  of
eight. Rights may be exercised at any time during the Subscription Period, which
commences  on August  12,  2003 and ends at 5:00 p.m.,  New York City  time,  on
Sepember 11, 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,  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 "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  with addresses in the United States.  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 under "Method of Exercise of Rights" and "Payment for Shares."

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

                                      13
<PAGE>
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-Subscription  Privilege, but to the number
of shares  held on the Record  Date;

                                     14
<PAGE>
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
     -----------------------------   x Excess Shares Remaining
     Total Record Date Position
     of all Oversubscribers

     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 August 11, 2003 was $6.19 and $6.08,
respectively,  and the last  reported sale price of a Share on the NYSE on those
dates was $6.31 and $5.90, respectively,  representing a 1.9% premium and a 3.0%
discount,  respectively,  in  relation  to the net asset  value per Share at the
close of business on these dates.


Expiration of the Offer

     The Offer will expire at 5:00 p.m.,  New York City time,  on September  11,
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  Final  Subscription  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 $50,000 and  reimbursement  for
its out-of-pocket expenses related to the Offer.

                                     15
<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:
<TABLE>
<CAPTION>

Subscription Certificate
Delivery Method                                           Address
- -------------------------                                 --------
<S>                                                       <C>
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
                                                          161 Bay State Road
                                                          Braintree, MA 02184

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

                                    16
<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  September  16, 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 ext. 200).


     (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 the Estimated Subscription Price of $5.80 per
Share.  Please  note that the  Estimated  Subscription  Price  differs  from the
Estimated  Purchase Price,  which is presented for  illustration  purposes only,
shown on the  cover  page of this  Prospectus.  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
October 2, 2003,  and any excess  payment to be  refunded  by  All-Star  to such
shareholder will be

                                     17
<PAGE>
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.

     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
dividend 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  on or about September 22, 2003. A refund of

                                     18
<PAGE>
the amount,  if any,  paid in excess of the final  Subscription  Price,  will be
mailed as soon as practicable after the Confirmation Date. If the shareholder's
confirmation  shows  that an  additional  amount  is  payable  due to the  final
Subscription  Price  exceeding  the  estimated  Subscription  Price,  the  stock
certificates  will be mailed on or about  October  2, 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".

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

                                    19
<PAGE>

("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.

                      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  Purchase Price of $5.61 and after  deducting all expenses  related to
the issuance of the Shares.


<TABLE>
<CAPTION>


                                    NAV per Share on          Dilution              Percentage
                                     August 11, 2003     per Share in Dollars        Dilution
                                    ------------------   ---------------------      -------------
<S>                                      <C>                   <C>                     <C>
Primary Subscription
or 2,644,171 Shares                      $6.08                 $0.06                    0.99%

</TABLE>


                                        20
<PAGE>

Market Value and Net Asset Value

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


Possible Suspension of the Offer

     All-Star  has, as  required by the  Securities  and  Exchange  Commission's
registration  form,  undertaken  to  suspend  the  Offer  until it  amends  this
Prospectus if subsequent  to August 12, 2003,  the effective  date of the Fund's
Registration  Statement,  All-Star's  net asset  value  declines  more than 10%.
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 the  Estimated  Purchase  Price of $5.61 per share,  are estimated to be
approximately  $14,673,799 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  $18,382,245. 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  (see  under  "Investment  Objective,  Policies  and Risks -
Repurchase Agreements").

                          HISTORY OF THE FUND

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

                                        21
<PAGE>
     Pursuant to an Asset Acquisition and Fund Transition Agreement among LAMCO,
GSO and Mr.  Allmon,  on May 27, 1994,  the Fund entered into a Fund  Management
Agreement  with  LAMCO  pursuant  to which  LAMCO  provided  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;

     (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.

                                      22
<PAGE>

     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").
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.

     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" and
in the  Statement of  Additional  Information,  are  fundamental  and may not be
changed without a majority vote of All-Star's outstanding shares. Under the 1940
Act, a "majority  vote" means the vote of the lesser of (a) 67% of the shares of
All-Star  represented  at a meeting at which the holders of more than 50% of the
outstanding shares of All-Star are present or represented,  or (b) more than 50%
of the outstanding shares of All-Star.  Non-fundamental  policies may be changed
by vote of the Board of Directors.


                                     23
<PAGE>
Repurchase Agreements

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

Foreign Securities

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

Risks

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

     In  addition  to the  foregoing  investment  risks,  shares  of  closed-end
investment companies such as All-Star are not redeemable and frequently trade at
a discount  from their net asset value.  This risk is separate and distinct from
the risk that All-Star's net asset value may decline. See "Share Price Data" for
information  about the market  price and net asset  value of  All-Star's  shares
since January 1, 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% or more of its
total assets in the securities of issuers in the same  industry,  or (iv) invest
more than 10% of its total  assets in  securities  that at the time of  purchase
have  legal  or  contractual  restrictions  on  resale  (including  unregistered
securities  that

                                     24
<PAGE>
are eligible for resale to qualified  institutional buyers pursuant to Rule 144A
under  the  Securities  Act  of  1933).  See  "Investment  Restrictions"  in the
Statement of Additional Information.

                         MANAGEMENT OF ALL-STAR

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

     All-Star has a Fund Management Agreement with LAMCO pursuant to which LAMCO
provides the Portfolio Manager selection, evaluation, monitoring and rebalancing
services  ("investment  management services") described 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  current  agreements  are shown

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

<TABLE>
<CAPTION>

                                       Fund Management
                                       Fee Paid to LAMCO
                                       and Portfolio Management
 Average weekly                        Fee Paid to                                   Administrative
 Net Asset Value                       Portfolio Managers                            Fee Paid to LAMCO     Total Fees
- ---------------------                  ------------------------------                ------------------    -----------
<S>                                    <C>                                           <C>                   <C>
First $300 million                     0.80% (0.40% to Portfolio Managers)           0.20%                 1.00%
Over $300 million                      0.72% (0.36% to Portfolio Managers)           0.18%                 0 90%
</TABLE>


     Columbia  provides  pricing and  bookkeeping  services  to All-Star  for an
annual fee of $10,000 per year plus a fee based on 10,000, paid monthly,  and in
any month that the Fund's  average  weekly net assets more than $50 million,  an
additional  monthly  fee is paid as  calculated  pursuant  to the  terms  of the
Pricing and Bookkeeping  Agreement.  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  accountants;  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  60,000,000  Shares of
Common Stock, par value $0.10 per share, of which 21,153,372  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.


                                    26
<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.

                                          27
<PAGE>

     The Board  also  believes  that the  super-majority  vote  requirement  for
conversion to an open-end investment company is in the best interest of All-Star
and its shareholders  because it will allow All-Star to continue to benefit from
the  advantages  of its  closed-end  structure  until such time  that,  based on
relevant factors including the then current  relationship of the market price of
All-Star's shares to their net asset value, the Board determines to recommend to
shareholders All-Star's conversion to an open-end investment company.

               DISTRIBUTIONS; AUTOMATIC DIVIDEND
              REINVESTMENT AND CASH PURCHASE PLAN

10% Distribution Policy

     All-Star's current distribution policy,  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,  may be treated as
ordinary dividend income up to the amount of All-Star's  current and accumulated
earnings and profits.  Although distributions of net long-term capital gains are
generally taxable to shareholders at reduced capital gains rate (as described in
more detail below),  the application of capital loss carryovers  against current
year  capital  gains can result in an increase  in the  portion of current  year
distributions  being treated as ordinary income.  If, for any calendar year, the
total  distributions made under the 10% pay-out policy exceed All-Star's current
and accumulated  earnings and profits,  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.

                                          28
<PAGE>

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 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").

     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."


                                        29
<PAGE>
     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
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.



     Under the recently enacted "Jobs and Growth Tax Relief  Reconciliation  Act
of 2003" (the "Tax Act"), the U.S. federal income tax rate on long-term  capital
gains  recognized by individuals  has been reduced to 15% (or 5% for individuals
in the 10% or 15% tax brackets),  and "qualified  dividend  income"  received by
individuals from certain domestic and foreign corporations will also be taxed at
this  reduced  capital  gains  tax  rate,  but only if  certain  holding  period
requirements are satisfied.  The reduced  long-term  capital gains tax rate will
apply to capital gains  realized by  shareholders  who sell common shares of the
Fund that they have held for more than one year. The reduced rates, which do not
apply to short-term  capital gains,  generally apply to long-term  capital gains
from  sales  or  exchanges

                                       30
<PAGE>
recognized on or after May 6, 2003 (and to Fund distributions of such gain), and
will  cease to apply for  taxable  years  beginning  after  December  31,  2008.
Ordinary  income  dividends  paid by the Fund would be eligible to be treated by
Fund  shareholders  as qualified  dividend  income taxed at the reduced  capital
gains rate to the extent that a portion of the Fund's  dividends is attributable
to such qualified  dividend  income  received by the Fund and to the extent that
the Fund designates such portion as qualified dividend income.


     "Qualified  dividends" means dividends  received by the Fund after December
31, 2002 from United States  corporations and qualifying  foreign  corporations,
provided that the Fund satisfies certain holding period  requirements in respect
of  the  stock  of  such  corporations.   In  the  case  of  securities  lending
transactions,  payments  in  lieu of  dividends  are  not  qualified  dividends.
Dividends  received by the Fund from REITs are qualified  dividends eligible for
this lower tax rate only in limited circumstances.  These special rules relating
to the taxation of ordinary income dividends from regulated investment companies
generally apply to taxable years beginning after December 31, 2002 and beginning
before January 1, 2009. The Fund will provide notice to its  shareholders of the
amount  of any  distribution  that  may be taken  into  account  as a  qualified
dividend that is eligible for the new capital gains tax rates.


     A  dividend  will not be treated as  qualified  dividend  income if (1) the
dividend  is  received  with  respect  to any share  held for fewer than 61 days
during the 120-day period beginning on the date which is 60 days before the date
on which such share  becomes  ex-dividend  with respect to such dividend (or, in
the  case of  certain  preferred  shares,  91 days  during  the  180-day  period
beginning  90 days before  such  ex-dividend  date),  (2) to the extent that the
recipient is under an obligation (whether pursuant to a short sale or otherwise)
to make related payments with respect to positions in  substantially  similar or
related  property,  (3) if the recipient  elects to have the dividend treated as
investment  income for purposes of the limitation on deductibility of investment
interest,  or (4) if the dividend is received from a foreign corporation that is
(a) not eligible for the benefits of a comprehensive  income tax treaty with the
United  States  (except in the case of  dividends  paid on stock of such foreign
corporation  readily tradable on an established  securities market in the United
States) or (b) treated as a foreign personal holding company, foreign investment
company or passive foreign investment company.


     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 June 30,  2003,
All-Star's investments had net unrealized gains of $7,102,000. 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  28%   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

                                     31
<PAGE>
due to  notification  by the Internal  Revenue  Service that the shareholder has
under-reported interest or dividend income.

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

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

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

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

                              GENERAL

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

                                        32
<PAGE>

                        STATEMENT OF ADDITIONAL INFORMATION

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

                                Table of Contents

Investment Objective and Policies.......................................... 2

Investment Restrictions.................................................... 2

Investment Advisory and Other Services..................................... 4

Proxy Voting................................................................5

Directors and Officers of All-Star......................................... 8

Portfolio Security Transactions............................................16

Taxes......................................................................18

State and Local Taxes......................................................19

Principal Shareholders.....................................................19

Financial Statements.......................................................19

                                       33

<PAGE>
                              APPENDIX A
                  INFORMATION ABOUT THE PORTFOLIO MANAGERS


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

     William  Blair & Company,  L.L.C.  ("Blair")  was  appointed as an All-Star
Portfolio  Manager  effective  March 1, 1997.  Blair is a registered  investment
advisor and an investment  banker and  broker-dealer  firm registered  under the
Securities  Exchange Act of 1934. Blair was founded over 65 years ago by William
McCormick Blair and currently has more than 167 principals and approximately 781
employees at offices in Chicago,  Hartford,  San  Francisco,  London,  Tokyo and
Zurich. The main office in Chicago houses all investment  banking,  research and
investment management services. As of May 31, 2003, Blair had over $12.7 billion
in assets under management.


     John F.  Jostrand,  CFA,  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  between  2003 and 2006.  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, 2003, TCW and its affiliates had over $85.3 billion
in assets under management or committed to management.


     Douglas S.  Foreman,  CFA,  Chief  Investment  Officer  U.S.  Equities  and
Chairman of the Equity Policy  Committee,  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,  CFA.  Mr.  Weatherbie,
Group  Managing  Director,  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, 2003, Weatherbie managed
over $1.5 billion 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..................................................... 8
Financial Highlights......................................... 9
Share Price Data.............................................11
Investment Performance.......................................12
The Offer....................................................13
Special Considerations and Risk Factors......................20
Use of Proceeds..............................................21
History of the Fund..........................................21
The Multi-Manager Concept....................................22
Investment Objectives, Policies and Risks....................23
Management of All-Star ......................................25
Description of Shares........................................26
Distributions; Automatic Dividend
    Reinvestment and Cash Purchase Plan......................28
Tax Status...................................................30
General......................................................32
Statement of Additional Information..........................33
Appendix A--
    Information about the Portfolio Managers.................A-1


                         [LOGO HERE]

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



                   2,644,171 Shares of
                      Common Stock
                  Issuable upon Exercise
                  of Rights to Subscribe
                     for Such Shares




                     ___________________
                         PROSPECTUS
                       August 12, 2003
                     ___________________


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

                          August 12, 2003

This Statement of Additional Information ("SAI") is not a prospectus, and should
be read with the Prospectus of Liberty All-Star Growth Fund, Inc. dated August
12, 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(1-800-241-1850).


 TABLE OF CONTENTS                                                   PAGE
- ------------------                                                   ----


Investment Objective and Policies                                       2
Investment Restrictions                                                 2
Investment Advisory and Other Services                                  4
Proxy Voting                                                            5
Directors and Officers of All-Star                                      8
Portfolio Security Transactions                                        16
Taxes                                                                  18
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 the
Fund principally invests are contained in the Prospectus under "Investment
Objective, Policies and Risks." This SAI contains information about additional
types of securities in which the Fund may invest as well as information
regarding the Fund's directors.


Foreign Securities


         All-Star may invest up to 25% 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. 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.

All-Star may not:


          (1) With respect to 75% of its total assets, invest in securities of
any one issuer if immediately after and as a result of such investment more than
5% 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% of the outstanding voting securities, or
any class of securities, of any one issuer.


          (3) Invest 25% or more of its total assets, taken at market value at
the time of each investment, in the securities of issuers in any particular

                                         2
<PAGE>
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% of the market value of All-Star's total assets would be invested in
securities of other investment companies, more than 5% 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 3% 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% 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 5% of the value of All-Star's total assets at the time
the loan is made. All-Star may pledge up to 10% 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% with respect to all borrowings.
While All-Star's borrowings exceed 5% 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% 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% 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 will not be considered a violation of the restriction.


                                       3
<PAGE>

                      INVESTMENT ADVISORY AND OTHER SERVICES


         As stated under "Management of All-Star" in the Prospectus, Liberty
Asset Management Company ("LAMCO") performs the investment management services
and is responsible for the administrative services described therein.
LAMCO,through 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,"
all of All-Star's officers are officers of LAMCO, 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 ("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 (except as
Portfolio Manager) or with All-Star.


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


         For the years ended December 31, 2000, 2001 and 2002 the total fund
management and administrative fees paid to LAMCO were $2,165,252, $1,531,417 and
$1,315,747 respectively, of which an aggregate of $866,165, $612,167 and
$526,409, 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 All-Star. 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.

                                         4
<PAGE>



Custodian; 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 the portfolio
securities and disburses funds in connection with the payment of distributions
and expenses.


         Columbia, an affiliate of LAMCO, performs pricing and bookkeeping
services for All-Star. For the years ended December 31, 2000, 2001 and 2002,
All-Star paid pricing and bookkeeping fees to Columbia of $68,804, $51,832 and
$32,888, respectively.


Independent Accountants


         PricewaterhouseCoopers, LLP, 160 Federal Street, Boston, Massachusetts
02110, are the independent accountants of All-Star. The independent accountants
audit and report on the annual financial statements and provide tax return
preparation services and assistance and consultation in connection with the
review of various SEC filings.


                                  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 LAMCO or its affiliates and the interests of LAMCO's clients,
including All-Star.


         LAMCO's policy is to vote all proxies for securities owned by All-Star
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 or its affiliates. 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 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 guidelines, 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 any
other matter known to that person which would create a potential conflict of
interest.


         LAMCO divides proxy proposals into three classes. The first two classes
are proposals that LAMCO votes according to predetermined guidelines, unless
otherwise directed by the Proxy Committee. The third class is proposals given
special consideration by the Proxy Committee. In addition, the Proxy Committee

                                         5
<PAGE>

considers requests to vote on proposals in either of 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 it is proposed to eliminate
Director responsibility 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 the elimination of
the right of shareholders to act by written consent without a meeting.


         LAMCO gives the following matters special consideration: new types of
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).


         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 affect 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.


                                          6
<PAGE>

         LAMCO's Proxy Committee is composed of operational and investment
representatives 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 after June 30, 2003
is available without charge, upon request, by calling  1-800-241-1850 and on the
SEC website at http://www.sec.gov.

                                        7
<PAGE>

                       DIRECTORS AND OFFICERS OF ALL-STAR

The names, addresses and ages of the Directors and officers of All-Star, 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 LIBERTY
                       POSITION    OFFICE AND                                  FUND COMPLEX
   NAME, ADDRESS         WITH       LENGTH OF     PRINCIPAL OCCUPATION(S)       OVERSEEN BY                  OTHER
    AND AGE(1)         ALL-STAR      SERVICE        DURING PAST FIVE YEARS       DIRECTOR(1)(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)

                                                                8
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

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

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)

Richard W. Lowry       Director     Director      Private investor since               2             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              2            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)
</TABLE>

                                                               9
<PAGE>

<TABLE>
<CAPTION>


INTERESTED
  DIRECTOR
<S>                    <C>          <C>           <C>                                  <C>          <C>
William E. Mayer*(3)   Director     Director      Managing Partner, Park               2            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) The Liberty Funds Complex consists of All-Star and Liberty All-Star Equity
Fund, a multi managed closed-end fund advised by LAMCO.
(2)Messrs. Lowry, Mayer and Neuhauser also serve as Trustees of the Liberty
family of funds which consists of 71 open-end and 14 closed-end management
investment company portfolios (the Liberty Funds) which are managed by
Columbia. Mr. Neuhauser also serves as a Director of the Columbia Management
Hedge Fund, LLC, which is advised by LAMCO.
(3) A Director who is an "interested person" (as defined in the 1940 Act) of
All-Star or LAMCO. Mr. Mayer is an interested person by reason of his
affiliation with WR Hambrecht + Co., a registered broker-dealer.


                                                                 10
<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>


                                                                    11

<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>


                                                                      12
<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 approval, and recommendations to all of the non-interested Board members
if such approval was not by a majority of the non-interested Board members, the
selection, retention or termination of the independent auditors and approve the
fees and other compensation to be paid to the independent auditors.The Audit
Committee also reviews 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 Mr. 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 71
open-end funds managed by affiliates of LAMCO, 14 closed-end funds managed by
Columbia (the "Colonial Closed-End Funds"). The All- Star's Board of Directors
are also Trustees of Liberty All-Star Equity Fund and Liberty All-Star Equity
Fund, Variable Series, other multi-managed funds 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 Diector
 Name of Director                   Securities Owned in All-Star            in the Liberty Funds
- -------------------------           ---------------------------- -------------------------------------------------------
Disinterested 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 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.

                                                           13
<PAGE>





Director Compensation


         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 each of
the two All-Star Funds. All-Star has no bonus, profit sharing or retirement
plans.



<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 Director                        from the Fund                                   Retirement
- ------------------------              ----------------------  --------------------    -----------------     ------------------------
<S>                                     <C>                        <C>                   <C>                     <C>

John A. Benning                         $2,977.30                   $0                    $0                     $12,306.10
Robert J. Birnbaum (1)                  $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) Mr. Birnbaum retired from the Boards of Trustees/Directors effective
February 2003.



Approving the Investment Advisory Contracts


         In determining to approve All-Star's Fund Management Agreement and
Portfolio Management Agreements 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 the 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 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. The Directors also 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
                                       14
<PAGE>
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 "Management of All-Star" in
the Prospectus. 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 the 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 the 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 one year.


         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

                                      15
<PAGE>

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 the 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
Managers, be executed by brokers and dealers (to be agreed upon from time to
time between LAMCO and the Portfolio Manager) which provide, directly or through
third parties, research products and services to LAMCO or to All-Star. The
commissions paid on such transactions may exceed the amount of commissions
another broker would have charged for effecting that transaction. Research
products and services made available to LAMCO through brokers and dealers
executing transactions for All-Star involving brokerage commissions include
performance, portfolio characteristics, investment style and other qualitative
and quantitative data relating to investment managers in general and the
Portfolio Managers in particular; data relating to the historic performance of
categories of securities associated with particular investment styles; mutual
fund portfolio, performance and fee and expense data; data relating to portfolio
manager changes by pension plan fiduciaries; quotation equipment;

                                  16
<PAGE>
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
objective 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 services 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 discretion 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 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 Manager or its broker-dealer affiliate for
execution on an agency basis, provided the commission does not exceed the usual
and customary broker's commission being paid to other brokers for comparable
transactions and is otherwise in compliance with Rule 17e-1 under the 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.

                                       17
<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.

                                        18
<PAGE>

         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-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 July 31, 2003, Cede & Co. Fast, Depository Trust Company, 55 Water
Street, New York, NY 10004 owned beneficially 18,605,844 shares, representing
88% of All-Star's then outstanding shares.


         As of July 31, 2003, all officers and Directors of All-Star as a group
owned less than 1% of All-Star's outstanding shares.


                              FINANCIAL STATEMENTS


         PricewaterhouseCoopers LLP, are the independent accountants for
All-Star. PricewaterhouseCoopers LLP provides audit and tax return preparation
services and assistance and consultation in connection with the review of
various Securities and Exchange Commission filings. Prior to September, 1999,

                                      19
<PAGE>

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 PricewaterhouseCoopers LLP given on authority of said firm 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 and 33 through 40 thereof. Any statement contained in All-Star's
Annual Report that was incorporated herein shall be deemed modified or
superseded for purposes of the Prospectus or this SAI to the extent a statement
contained in the Prospectus or this SAI 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 SAI.
All-Star will furnish, without charge, a copy of its Annual Report, upon request
to LAMCO, One Financial Center, Boston, Massachusetts 02111, telephone (800)
241-1850.


                                     20
<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(4)

             (b)             By-Laws (3)

             (c)             Not Applicable

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

             (d)(2)          Subscription Certificate

             (d)(3)          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 (4)

             (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 (4)

             (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 (4)

             (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 (4)

             (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)          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)             Consent of Independent Accountants -
                              PricewaterhouseCoopers 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(4)


- ---------------------------------------------------------------------------
(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.
(4)  Incorporated by reference to the Registration Statement filed with the
     Commission via EDGAR on or about June 30, 2003.


Item 25.  Marketing Arrangements

     Not Applicable.

Item 26.  Other Expenses of Issuance and Distribution

     The following table sets forth the estimiated 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 July 29, 2003: 2,952


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., 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.

          Information  regarding the  business of Liberty Asset Management
          Company and its officers and directors is set forth in the
          Prospectus and in the Statement of Additional  Information  and is
          incorporated  herein by reference.

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 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 12th day of August,
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          August 12, 2003
- -----------------------------       executive officer)
/s/William R. Parmentier, Jr.



/s/J. KEVIN CONNAUGHTON             Treasurer (principal      August 12, 2003
- -----------------------              financial officer)
/s/J. Kevin Connaughton



/s/VICKI L. BENJAMIN
- -----------------------             Chief Accounting Officer  August 12, 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 HOEFLER
- -----------------                                      ----------------------
Richard W. Lowry                                           Heidi Hoefler
                                                           Attorney-in-fact
                                                           For each Director
                                                           August 12, 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
- --------  --------------------------------------------------

(d)(2)    Subscription Certificate

(d)(3)    Notice of Guaranteed Delivery

(k)(4)    Form of Subscription Agreement

(k)(5)    Information Agent Agreement

(l)       Opinion and Consent of Counsel

(n)       Consent of Independent Accountants




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2D
<SEQUENCE>4
<FILENAME>notice.txt
<DESCRIPTION>NOTICE OF GUARANTEED DELIVERY
<TEXT>
                           NOTICE OF GUARANTEED DELIVERY
                           For Shares of Common Stock of

                          LIBERTY ALL-STAR GROWTH FUND, INC.
                     Subscribed for under the Primary Subscription
                        and the Over-Subscription Privilege
                          (together, the "Rights Offering")


     Liberty  All-Star Growth Fund, Inc. (the "Fund") issued to its shareholders
of record,  as of the close of  business  on August 11,  2003  ("Record  Date"),
non-transferable  rights  ("Rights")  in the ratio of one  Right for each  whole
share of the Fund's  common stock held on the Record Date,  generally  entitling
the holders thereof to subscribe for new Shares (the "Shares") at a rate of one
new Share of common stock of the Fund for each eight Rights held (the  "Primary
Subscription")  with the right to subscribe for additional Shares not subscribed
for by others in the Primary Subscription (the  "Over-Subscription  Privilege").
At its  discretion,  the Fund may  increase  the amount of Shares  offered in an
amount of up to 25% of the primary  offering  amount to cover  over-subscription
requests.  The terms and conditions of the Rights  Offering are set forth in the
Prospectus,  which is incorporated into this document by reference.  Capitalized
terms herein shall have the same  meaning as defined in the  Prospectus.  As set
forth in the Prospectus,  this form, or one substantially equivalent hereto, may
be used  as a  means  of  effecting  subscription  and  payment  for all  Shares
subscribed  for  under  the  Primary  Subscription  and  the   Over-Subscription
Privilege. This form may be delivered by hand or sent by facsimile transmission,
overnight courier or first class mail to the Subscription Agent.

                          The Subscription Agent is:
                        EQUISERVE TRUST COMPANY, N.A.
                        Attention: Corporate Actions

     By First-Class Mail:                                    By Facsimile:
       P.O. Box 859208                                       (781) 380-3388
    Braintree, MA 02185-9208

                                 Confirm by telephone to:
                                 (781) 843-1833, ext. 200

 By Express Mail or Overnight Courier:                  By Hand:
     161 Bay State Road                           Securities Transfer and
     Braintree, MA 02184                           Reporting Services, Inc.
                                                   c/o EquiServe
                                                  100 Williams St. Galleria
                                                     New York, NY 10038

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS,  OR TRANSMISSION OF INSTRUCTIONS VIA
A TELECOPY  FACSIMILE  NUMBER,  OTHER THAN AS SET FORTH ABOVE, DOES NOT
CONSTITUTE A VALID DELIVERY.

The New York Stock Exchange  member firm, bank or trust company or other nominee
that  completes  this form must  communicate  this  guarantee  and the number of
Shares subscribed for in connection with this guarantee (separately disclosed as
to  the  Primary  Subscription  and  the  Over-Subscription  Privilege)  to  the
Subscription  Agent and must  deliver  this  Notice of  Guaranteed  Delivery  of
Payment to the Subscription Agent prior to 5:00 p.m., New York City time, on the
Expiration Date,  September 11, 2003,  unless the Offer is extended by the Fund.
This Notice of Guaranteed Delivery guarantees delivery to the Subscription Agent
of (a) payment in full for all subscribed  Shares,  and (b) a properly completed
and signed  Subscription  Certificate  (which  certificate and full payment must
then be delivered no later than the close of business on September 16, 2003, the
third  business day after the  Expiration  Date,  unless  extended).  Failure to
deliver  this  Notice  or to make  the  delivery  guaranteed  will  result  in a
forfeiture of the Rights.

                                    GUARANTEE

     The undersigned,  a member firm of the New York Stock Exchange or a bank or
trust company having an office or  correspondent  in the United  States,  hereby
guarantees  delivery to the  Subscription  Agent by no later than 5:00 p.m., New
York City time,  on  September  16, 2003  (unless  extended as  described in the
Prospectus) of (a) a properly  completed and executed  Subscription  Certificate
and (b) payment of the full estimated  Subscription  Price for Shares subscribed
for on  Primary  Subscription  and  for any  additional  Shares  subscribed  for
pursuant to the Over-Subscription  Privilege, as subscription for such Shares is
indicated herein or in the Subscription Certificate.

                                                      (continued on other side)

<PAGE>

                                                  Broker Assigned Control#_____

                            LIBERTY ALL-STAR GROWTH FUND, INC.
<TABLE>
<CAPTION>

<S>                             <C>                   <C>                              <C>
1.   Primary                    Number of Rights      Number of Shares pursuant to     Payment to be made in
     Subscription               to be exercised       Primary Subscription requested   connection with
                                                      for which you are guaranteeing   Shares from Primary
                                                      delivery of Rights and payment   Subscription

                                _______Rights    =     ______________Shares              $_________________
                                                       (Rights / by 8)


2.   Over-Subscription                                Number of Shares pursuant to     Payment to be made in
                                                      Over-Subscription requested      connection with Shares from
                                                      for which you are guaranteeing   Over-Subscription
                                                      payment

                                                       ______________Shares              $__________________

3.   Totals                     Total Number of       Total Number of Shares
                                Rights to be          Requested
                                Delivered

                                  _______Rights        ___________Shares               $______________
                                                                                        Total Payment

</TABLE>


Method of delivery (circle one)

A.   Through Depository Trust Company ("DTC")

B.   Direct to EquiServe, as Subscription Agent.  Please indicate below how the
     Rights to be delivered should be registered.

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

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

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


     Please sign a unique  control  number for each  guarantee  submitted.  This
number needs to be referenced  on any direct  delivery of Rights or any delivery
through DTC. In addition,  please note that if you are  guaranteeing  for Shares
subscribed  pursuant  to  the  Over-Subscription  Privilege  and  you  are a DTC
participant,  you must also execute and forward to  EquiServe a DTC  Participant
Over-Subscription Exercise form.

   ---------------------------------                 --------------------------
   Name of Firm                                      Authorized Signature

   ---------------------------------                 --------------------------
   DTC Participant Number                            Title

  ----------------------------------                 --------------------------
   Address                                           Name (Please Type or Print)

   ---------------------------------                 --------------------------
    Zip Code                                         Phone Number

   ---------------------------------                 --------------------------
   Contact Name                                      Date




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2K
<SEQUENCE>5
<FILENAME>subagr.txt
<DESCRIPTION>FORM OF SUBSCRIPTION AGREEMENT
<TEXT>


                   FORM OF SUBSCRIPTION AGENT AGREEMENT

         This Subscription Agent Agreement (the "Agreement") is made as of
__________________, 2003 between Liberty All-Star Growth Fund, Inc. (the "
Company") and EquiServe Trust Company, N.A. as subscription agent (the "Agent").
All terms not defined herein shall have the meaning given in the prospectus (the
"Prospectus") included in the Registration Statement on Form N-2 (File No.
811-04537) filed by the Company with the Securities and Exchange Commission on
____________, 2003, as amended by any amendment filed with respect thereto (the
"Registration Statement").

         WHEREAS, the Company proposes to make subscription offer by issuing
certificates or other evidences of subscription rights, in the form designated
by the Company (the "Subscription Certificates") to shareholders of record (the
"Shareholders") of its Common Stock, par value $0.001 per share ("Common
Stock"), as of a record date specified by the Company (the "Record Date"),
pursuant to which each Shareholder will have certain rights (the "Rights") to
subscribe for shares of Common Stock, as described in and upon such terms as are
set forth in the Prospectus, a final copy of which has been or, upon
availability will promptly be, delivered to the Agent; and

         WHEREAS, the Company wishes the Agent to perform certain acts on behalf
of the Company, and the Agent is willing to so act, in connection with the
distribution of the Subscription Certificates and the issuance and exercise of
the Rights to subscribe therein set forth, all upon the terms and conditions set
forth herein.

         NOW, THEREFORE, in consideration of the foregoing and of the mutual
agreements set forth herein, the parties agree as follows:

1. Appointment. The Company hereby appoints the Agent to act as subscription
agent in connection with the distribution of Subscription Certificates and the
issuance and exercise of the Rights in accordance with the terms set forth in
this Agreement and the Agent hereby accepts such appointment.


<PAGE>



2. Form and Execution of Subscription Certificates.

         (a) Each Subscription Certificate shall be irrevocable and
non-transferable. The Agent shall, in its capacity as Transfer Agent of the
Company, maintain a register of Subscription Certificates and the holders of
record thereof (each of whom shall be deemed a "Shareholder" hereunder for
purposes of determining the rights of holders of Subscription Certificates).
Each Subscription Certificate shall, subject to the provisions thereof, entitle
the Shareholder in whose name it is recorded to the following:

                  (1) With respect to Record Date Shareholders only, the right
to acquire during the Subscription Period, as defined in the Prospectus, at the
Subscription Price, as defined in the Prospectus, a number of shares of Common
Stock equal to one share of Common Stock for every eight Rights (the "Primary
Subscription Right"); and

                  (2) With respect to Record Date Shareholders only, the right
to subscribe for additional shares of Common Stock, subject to the availability
of such shares and to the allotment of such shares as may be available among
Record Date Shareholders who exercise Over-Subscription Rights on the basis
specified in the Prospectus; provided, however, that such Record Date
Shareholder has exercised all Primary Subscription Rights issued to him or her
(the "Over-Subscription Privilege").

3. Rights and Issuance of Subscription Certificates.

         (a) Each Subscription Certificate shall evidence the Rights of the
Shareholder therein named to purchase Common Stock upon the terms and conditions
therein and herein set forth.

         (b) Upon the written advice of the Company, signed by any of its duly
authorized officers (listed in Paragraph 12(a)), as to the Record Date, the
Agent shall, from a list of the Company Shareholders as of the Record Date to be
prepared by the Agent in its capacity as Transfer Agent of the Company, prepare
and record Subscription Certificates in the names of the Shareholders, setting
forth the number of Rights to subscribe for the Company's Common Stock
calculated on the basis of one Right for eight shares of Common Stock recorded
on the books in the name of each such Shareholder as of the Record Date. The
number of Rights that are issued to Record Date Shareholders will be rounded
down, by the Agent, to the nearest number of Full Rights as Fractional Rights
will not be issued. Each Subscription Certificate shall be dated as of the
Record Date and shall be executed manually or by facsimile signature of a duly
authorized officer of the Subscription Agent. Upon the written advice, signed as
aforesaid, as to the effective date of the Registration Statement, the Agent
shall promptly countersign and deliver the Subscription Certificates, together
with a copy of the Prospectus, instruction letter and any other document as the
Company deems necessary or appropriate, to all Shareholders with record
addresses in the United States (which includes its territories and possessions
and the District of Columbia). Delivery shall be by first class mail (without
registration or insurance) and by first class mail (without registration or
insurance) to those Shareholders having APO or FPO addresses. No Subscription
Certificate shall be valid for any purpose unless so executed.

         (c) The Agent will delivery by air mail (without registration or
insurance) a copy of the Prospectus, instruction letter, a special notice and
other documents as the Company deems necessary or appropriate, if any, but not
Subscription Certificates to Record Date Shareholders whose record addresses are
outside the United States ("Foreign Record Date Shareholders"). The Rights to
which such Subscription Certificates relate will be held by the Agent for such
Foreign Record Date Shareholders' accounts until instructions are received to
exercise, sell or transfer the Rights.

4. Exercise.

         (a) Record Date Shareholders may acquire shares of Common Stock on
Primary Subscription and pursuant to the Over-Subscription Privilege as
specified in the Prospectus by delivery to the Agent of (i) the Subscription
Certificate with respect thereto, duly executed by such Shareholder in
accordance with and as provided by the terms and conditions of the Subscription
Certificate, together with (ii) the estimated purchase price, as disclosed in
the Prospectus, for each share of Common Stock subscribed for by exercise of
such Rights, including shares of Common Stock subscribed for in an exercise of
the Over-Subscription Privilege, in U.S. dollars by money order or check drawn
on a bank in the United States, in each case payable to the order of the Company
or the Agent.

         (b) Rights may be exercised at any time after the date of issuance of
the Subscription Certificates with respect thereto but no later than 5:00 P.M.
New York time on such date as the Company shall designate to the Agent in
writing (the "Expiration Date"). For the purpose of determining the time of the
exercise of any Rights, delivery of any material to the Agent shall be deemed to
occur when such materials are received at the Shareholder Services Division of
the Agent specified in the Prospectus.

         (c) Notwithstanding the provisions of Section 4 (a) and 4 (b) regarding
delivery of an executed Subscription Certificate to the Agent prior to 5:00 P.M.
New York time on the Expiration Date, if prior to such time the Agent receives a
Notice of Guaranteed Delivery by facsimile (telecopy) or otherwise from a bank,
a trust Company or a New York Stock Exchange member guaranteeing delivery of (i)
payment of the full Subscription Price for the shares of Common Stock subscribed
for on Primary Subscription and any additional shares of Common Stock subscribed
for pursuant to the Over-Subscription Privilege, and (ii) a properly completed
and executed Subscription Certificate, then such exercise of Primary
Subscription Rights and Over-Subscription Rights shall be regarded as timely,
subject, however, to receipt of the duly executed Subscription Certificate and
full payment for the shares of Common Stock by the Agent within three Business
Days (as defined below) after the Expiration Date (the "Protect Period") and
full payment for their Common Stock within ten Business Days after the Confirm
Date (as defined in Section 4(d)). For the purposes of the Prospectus and this
Agreement, "Business Day" shall mean any day on which trading is conducted on
the New York Stock Exchange.

     (d) The Company will determine the Subscription  Price by taking 95% of the
lower of the last reported sale prices of shares of Common Stock on the New York
Stock  Exchange  on  the  "Pricing  Date"  (as  that  term  is  defined  in  the
Prospectus),  or the net asset  value of a share of Common  Stock on the Pricing
Date. As soon as practicable  after the Pricing Date (the "Confirm  Date"),  the
Agent shall send to each exercising  shareholder  (or, if shares of Common Stock
on the Record Date are held by Cede & Co. or any other depository or nominee, to
Cede & Co. or such other  depository  or  nominee) a  confirmation  showing  the
number of shares of Common Stock acquired pursuant to the Primary  Subscription,
and,  if  applicable,  the  number of shares of  Common  Stock  acquired  in the
Over-Subscription  Privilege,  the per share and total  purchase  price for such
shares,  and any additional amount payable to the Company by such shareholder or
any excess to be refunded by the  Company to such  shareholder  in the form of a
check and stub,  along  with a letter  explaining  the  allocation  of shares of
Common Stock pursuant to the Over-Subscription Privilege.

     (e) Any additional  payment required from a Shareholder must be received by
the Agent  within  eight  Business  Days after the  Confirm  Date and any excess
payment to be  refunded by the  Company to a  Shareholder  will be mailed by the
Agent within eight  Business Days after the Confirm Date. If a Shareholder  does
not make timely payment of any additional amounts due in accordance with Section
4(d), the Agent will consult with the Company in accordance with Section 5 as to
the  appropriate  action  to be  taken.  The  Agent  will not  issue or  deliver
certificates for shares  subscribed for until payment in full has been received,
including  collection  of checks and payment  pursuant to a Notice of Guaranteed
Delivery.

5. Validity of Subscriptions. Irregular subscriptions not otherwise covered by
specific instructions herein shall be submitted to an appropriate officer of the
Company and handled in accordance with his or her instructions. Such
instructions will be documented by the Agent indicating the instructing officer
and the date thereof.

6. Over-Subscription. If, after allocation of shares of Common Stock to Record
Date Shareholders, there remain unexercised Rights, then the Agent shall allot
the shares issuable upon exercise of such unexercised Rights (the "Remaining
Shares") to Shareholders who have exercised all the Rights initially issued to
them and who wish to acquire more than the number of shares of Common Stock for
which the Rights issued to them are exercisable. Shares subscribed for pursuant
to the Over-Subscription Privilege will be allocated in the amounts of such
over-subscriptions. If the number of shares for which the Over-Subscription
Privilege has been exercised is greater than the Remaining Shares, the Agent
shall allocate the Remaining Shares to Record Date Shareholders exercising
Over-Subscription Privilege based on the number of Rights issued to them by the
Company. The percentage of Remaining Shares each over-subscribing Record Date
Shareholder may acquire will be rounded down to result in delivery of whole
shares of Common Stock. The Agent shall advise the Company immediately upon the
completion of the allocation set forth above as to the total number of shares of
Common Stock subscribed for and distributable.

7. Delivery of Certificates. The Agent will deliver (i) certificates
representing those shares of Common Stock purchased pursuant to exercise of
Primary Subscription Rights as soon as practicable after the corresponding
Rights have been validly exercised and full payment for such shares has been
received and cleared, and (ii) certificates representing those shares of Common
Stock purchased pursuant to the exercise of the Over-Subscription Privilege as
soon as practicable after the Expiration Date and after all allocations have
been effected.


<PAGE>


8.       Holding Proceeds of Rights Offering.

         (a) All proceeds received by the Agent from Shareholders in respect of
the exercise of Rights shall be held by the Agent, on behalf of the Company, in
a segregated interest-bearing account (the "Account"). Interest shall accrue at
85% of the Federal Funds Rate to the Company on funds held in the Account until
disbursement in the manner described in Section 4(e) above.

         (b) The Agent shall deliver all proceeds received in respect of the
exercise of Rights to the Company as promptly as practicable, but in no event
later than ten business days after the Confirm Date.

9. Reports.

         (a) Daily, during the period commencing on __________, until
termination of the Subscription Period, the Agent will report by telephone or
telecopier, confirmed by letter, to an Officer (as defined in Section 12(a)) of
the Company, data regarding Rights exercised, the total number of shares of
Common Stock subscribed for, and payments received therefor, bringing forward
the figures from the previous day's report in each case so as to show the
cumulative totals and any such other information as may be reasonably requested
by the Company.

10. Loss or Mutilation. If any Subscription Certificate is lost, stolen,
mutilated or destroyed, the Agent may, on such terms which will indemnify and
protect the Company and the Agent as the Agent may in its discretion impose
(which shall, in the case of a mutilated Subscription Certificate include the
surrender and cancellation thereof), issue a new Subscription Certificate of
like denomination in substitution for the Subscription Certificate so lost,
stolen, mutilated or destroyed.

11. Compensation for Services. The Company agrees to pay to the Agent
compensation for its services under this Agreement in accordance with the Fee
Schedule dated ___________________ and attached hereto as Exhibit A. The Company
further agrees that it will reimburse the Agent for its reasonable out-of-pocket
expenses incurred in the performance of its duties.

12. Instructions and Indemnification. The Agent undertakes the duties and
obligations imposed by this Agreement upon the following terms and conditions:

         (a) The Agent shall be entitled to rely upon any written instructions
or directions furnished to it by an appropriate Officer of the Company
(President, Vice President, Secretary, Assistant Secretary, or Treasurer), in
conformity with the provisions of this Agreement. Without limiting the
generality of the foregoing or any other provision of this Agreement, the Agent,
in connection with its duties hereunder, shall not be under any duty or
obligation to inquire into the validity or invalidity or authority or lack
thereof of any instruction or direction from an officer of the Company which
conforms to the applicable requirements of this Agreement and which the Agent
reasonably believes to be genuine.

         (b) The Company will indemnify the Agent and its nominees against, and
hold it harmless from, all liability and expense which may arise out of or in
connection with the services described in this Agreement or the instructions or
directions furnished to the Agent relating to this Agreement by an appropriate
Officer of the Company, except for any liability or expense which shall arise
out of the negligence, bad faith or willful misconduct of the Agent or such
nominees.

          (c) The Agent shall be responsible for and shall indemnify and hold
the Company harmless from and against any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability arising out of or
attributable to Agent's refusal or failure to comply with the terms of this
Agreement, or which arise out of Agent's negligence or willful misconduct or
which arise out of the breach of any representation or warranty of Agent
hereunder, for which Agent is not entitled to indemnification under this
Agreement.

13. Changes in Subscription Certificate. The Agent may, without the consent or
concurrence of the Shareholders in whose names Subscription Certificates are
registered, by supplemental agreement or otherwise, concur with the Company in
making any changes or corrections in a Subscription Certificate that it shall
have been advised by counsel (who may be counsel for the Company) is appropriate
to cure any ambiguity or to correct any defective or inconsistent provision or
clerical omission or mistake or manifest error therein or herein contained, and
which shall not be inconsistent with the provision of the Subscription
Certificate or Prospectus except insofar as any such change may confer
additional rights upon the Shareholders.

14.      Assignment, Delegation.

         (a) Except as provided in Section 14(c) below, neither this Agreement
nor any rights or obligations hereunder may be assigned or delegated by either
party without the written consent of the other party.

         (b) This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns. Nothing in
this Agreement is intended or shall be construed to confer upon any other person
any right, remedy or claim or to impose upon any other person any duty,
liability or obligation.

         (c) The Agent may, without further consent on the part of the Company,
(i) subcontract for the performance hereof with EquiServe Limited Partnership or
(ii) subcontract with other subcontractors for systems, processing, telephone
and mailing services, and post-merger clean up activities, as may be required
from time to time; provided, however, that the Agent shall be as fully
responsible to the Company for the acts and omissions of any subcontractor as it
is for its own acts and omissions.

15. Governing Law. The validity, interpretation and performance of this
Agreement shall be governed by the law of the Commonwealth of Massachusetts.

16. Third Party Beneficiaries. This Agreement does not constitute an agreement
for a partnership or joint venture between the Agent and the Company. Neither
party shall make any commitments with third parties that are binding on the
other party without the other party's prior written consent.

17. Force Majeure. In the event either party is unable to perform its
obligations under the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its control, or
other cause reasonably beyond its control, such party shall not be liable for
damages to the other for any damages resulting from such failure to perform or
otherwise from such causes. Performance under this Agreement shall resume when
the affected party or parties are able to perform substantially that party's
duties.

18. Consequential Damages. Neither party to this Agreement shall be liable to
the other party for any consequential, indirect, special or incidental damages
under any provisions of this Agreement or for any consequential, indirect,
penal, special or incidental damages arising out of any act or failure to act
hereunder even if that party has been advised of or has foreseen the possibility
of such damages.

19. Severability. If any provision of this Agreement shall be held invalid,
unlawful, or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired.

20. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original and all of which together shall be
considered one and the same agreement.

21. Captions. The captions and descriptive headings herein are for the
convenience of the parties only. They do not in any way modify, amplify, alter
or give full notice of the provisions hereof.

22.  Confidentiality.  The  Agent and the  Company  agree  that all  books,
records,  information  and data  pertaining  to the  business of the other party
which are exchanged or received  pursuant to the negotiation or the carrying out
of this  Agreement  shall  remain  confidential,  and shall  not be  voluntarily
disclosed to any other person, except as may be required by law. The Agent shall
not disclose or use any  nonpublic  information  (as that term is defined in SEC
Regulation S-P promulgated under Title V of the  Gramm-Leach-Bliley Act of 1999)
relating  to the  customers  of the  Company  and/or its  affiliates  ("Customer
Information")  except  as may be  necessary  to carry out the  purposes  of this
Agreement.  The Agent  shall use best  efforts to  safeguard  and  maintain  the
confidentiality of such Customer  Information,  and to limit access to and usage
of  such  customer  Information  to  those  employees,   officers,   agents  and
representatives  of the  Agent  who  have a need to know the  information  or as
necessary to provide the services under this Agreement.

23. Term. This Agreement shall remain in effect until terminated on ___________
(the "Termination Date") or, prior to the Termination Date, upon 30 days'
written notice by either party to the other. Upon termination of the Agreement,
the Agent shall retain all canceled Certificates and related documentation as
required by applicable law.

24. Notices. Until further notice in writing by either party hereto to the other
party, all written reports, notices and other communications between the Agent
and the Company required or permitted hereunder shall be delivered or mailed by
first class mail, postage prepaid, addressed as follows:

       If to the Company, to:
              William Parmentier
              Liberty Asset Management Company
              One Financial Center
              Boston, MA 02111

       If to the Exchange Agent, to:
              EquiServe Trust Company, N.A.
              c/o EquiServe Limited Partnership
              150 Royall Street
              Canton, MA 02021
              Attn: Reorganization Department

25.    Survival.  The provisions of Paragraphs 12, 17, and 22 shall survive any
 termination, for any reason, of this Agreement.

26. Merger of Agreement. This Agreement constitutes the entire agreement between
the parties hereto and supercedes any prior agreement with respect to the
subject matter hereof whether oral or written.


       IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers, hereunto duly authorized,
as of the day and year first above written.



EQUISERVE TRUST COMPANY, NA.                   COMPANY

- ---------------------------                    -----------------------------
Signature                                       Signature

- ---------------------------                    ------------------------------
Title                                           Title

- ---------------------------                    ------------------------------
Date                                            Date


<PAGE>
[LOGO] EQUISERVE
                             FORM OF EXHIBIT A
                to SUBSCRIPTION AGENT AGREEMENT DATED __________
              LIBERTY ALL-STAR GROWTH FUND, INC.'S RIGHTS OFFERING

A.       FEES FOR SERVICES *

===============================================================================

              $      12,500.00        Project Management Fee

              $           2.00        Per subscription form issued and mailed

              $           9.50        Per subscription form processed
                                         (registered and beneficial)

              $          15.00        Per defective subscription form received

              $          15.00        Per notice of guaranteed delivery received

              $           2.00        Per broker split certificate issued

              $           3.00        Per sale of right (if applicable)

              $           4.50        Per invoice mailed  (if applicable)

              $           1.75        Per refund check issued and mailed
                                         (if applicable)

              $           5.00        Per solicitation check processed and
                                          mailed (if applicable)

              $          15.00        Per withdrawal of subscription certificate
                                         (if applicable)

              $           50.00       Per wire (if applicable)


              $         1,000.00      New York window fee for Midnight
                                         expiration (if applicable)

              $         3,000.00      Per offer extension

              $         5,000.00      Minimum charge should the project be
                                      canceled for any reason prior to
                                      the mailing of the subscription form
================================================================================

*Excludes out-of-pocket expenses as described in Section C, "Items Not Covered"

B.       SERVICES COVERED

             o     Designating an operational team to carry out Subscription
                   Agent duties, including document review and execution of
                   legal agreement, review of subscription certification and
                   communication materials, project management, and on-going
                   project updates and reporting
             o     Calculating Rights to be distributed to each Shareholder and
                   printing Shareholder information on the subscription
                   certification
             o     Issuing and mailing subscription certifications to Registered
                   Shareholders
             o     Tracking and reporting the number of exercises made, as
                   required
             o     Processing Rights received and exercised
             o     Deposit participant checks daily and forward all participant
                   funds to Liberty All-Star Growth Fund, Inc. at the end of the
                   offering period
             o     Providing receipt summation of checks received
             o     Affixing legends to appropriate stock certificates, where
                   applicable
             o     Issuing and mailing stock certificates and/or checks
             o     Interfacing with the Information Agent
             o     Calculating, issuing and mailing of proration and/or over-
                   subscription checks if applicable
             o     Calculating, issuing, mailing and collection of invoices
                   if applicable
             o     Calculating, issuing and mailing of solicitation checks
                   if applicable

C.       ITEMS NOT COVERED

         o      Items not specified in the "Services Covered" section set forth
                in this Agreement, including any services associated with new
                duties, legislation or regulatory fiat which become effective
                after the date of this Agreement (these will be provided on an
                appraisal basis)
         o      All out-of-pocket expenses such as telephone line charges,
                overprinting, certificates, checks, postage, stationery, wire
                transfers, and excess material disposal (these will be billed as
                incurred)
         o      Reasonable legal review fees if referred to outside counsel
                (must receive permission in writing from Company prior to
                referring an issue to outside counsel)
         o      Overtime charges assessed in the event of late delivery of
                material for mailings unless the target mail date is rescheduled

D.       ASSUMPTIONS

         o      Fee schedule based upon document review and information known
                at this time about the transaction.

         o      Significant changes made in the terms or requirements of this
                transaction could require modifications to this Agreement

         o      Proposal must be executed prior to the initial mailing

         o      Company responsible for printing of materials (Rights card,
                Prospectus and ancillary documents)

         o      Material to be mailed to Shareholders must be received no less
                than five (5) business days prior to the start of the
                mailing project


E.       PAYMENT FOR SERVICES

         The Project Management Fee will be rendered and payable on the
         effective date of the transaction. An invoice for any out-of-pocket
         expenses and per item fees realized will be rendered and payable on a
         monthly basis, except for postage expenses in excess of $5,000. Funds
         for such mailing expenses must be received one (1) business day prior
         to the scheduled mailing date; provided, however, that the Agent shall
         provide five (5) business days notice of any such amount to be paid.

         EquiServe Trust Company, N.A.      Liberty All-Star Growth Fund, Inc.


         By:                                By:
            ---------------------------        --------------------------------


         Title:                             Title:
               ------------------------         -------------------------------



         Date:                              Date:
               ------------------------           -----------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2K
<SEQUENCE>6
<FILENAME>infoagr.txt
<DESCRIPTION>INFORMATION AGENT AGREEMENT
<TEXT>
                                     THE ALTMAN GROUP

                  The Altman Group, Inc.                 1275 Valley Brook Ave
                  Proxy Solicitation                     Lyndhurst, NJ  07071
                  Investor Relations                     Tel:  201-460-1200
                  Bankruptcy Services                    Fax:  201-460-0050




August 1, 2003


Liberty All-Star Growth Fund, Inc.
One Financial Center
Boston, MA  02111
Attn:  Mr. Mark Haley

RE: Information Agent for Liberty All-Star Growth Fund Inc.'s Rights Offering

Dear Mark:

This letter will serve as the agreement (the "Agreement") between The Altman
Group, Inc. ("The Altman Group") and the Liberty All-Star Growth Fund, Inc. (the
"Growth Fund"), pursuant to which The Altman Group will provide the services set
forth below in connection with the Growth Fund's rights offering, which is
expected to commence on or about August 12, 2003 pursuant to the prospectus
dated August 6, 2003.

1.  Description of Services

a)                         The services to be provided by The Altman Group under
                           this Agreement include, but are not limited to:

i)                         The contacting of banks, brokers and intermediaries
                           to determine the number of beneficial owners serviced
                           by each;

ii)                        The distribution of the offering documents to banks,
                           brokers, and intermediaries and the forwarding of
                           additional materials as requested;

iii)                       The printing of documents as requested;

iv)                        The set up of a dedicated toll-free number to respond
                           to inquiries, provide assistance to shareholders, and
                           monitor the response to the offer;

v)                         The enclosing and mailing of the offering documents
                           to interested shareholders; and
<Page>
                                                             THE ALTMAN GROUP
- --------------------------------------------------------------------------------

vi)                        Providing periodic reports, as requested.

b)                         If requested by the Growth Fund, The Altman Group
                           will, for an additional fee (set forth below),
                           proactively contact registered shareholders and/or
                           non-objecting beneficial holders (NOBOs) to help
                           promote a high level of participation in the offer.


2.       Fees

a)                The Altman Group agrees to perform the services described
                  above for a base fee of $4,500, plus out-of-pocket expenses.
                  The base fee shall be paid at such time as this Agreement is
                  executed.

b)                The Growth Fund will reimburse The Altman Group for reasonable
                  out-of-pocket expenses, which may include postage, telephone
                  and courier charges, data transmission charges, and other
                  expenses approved by the Growth Fund. Any out-of-pocket
                  expenses incurred will be invoiced to the Growth Fund after
                  the completion of the rights offering. Copies of supplier
                  invoices and other back-up material in support of The Altman
                  Group's out-of-pocket expenses shall be available for review
                  upon reasonable notice at the offices of The Altman Group
                  during normal business hours.

c)                In addition to the base fee, a $4.50 per telephone call fee
                  will be charged for every inbound telephone call received from
                  a shareholder regarding the Growth fund's rights offering.

d)                The additional fee for contacting NOBOs and registered
                  shareholders, if requested, will include a fee of $4.50 per
                  shareholder contacted, a $300 set up fee and out of pocket
                  expenses related to telephone number lookups and line charges.


3.       Confidentiality

         The Altman Group and the Growth Fund agree that all books, records,
         information and data pertaining to the business of the other party
         which are exchanged or received pursuant to the negotiation or the
         carrying out of this Agreement shall remain confidential, and shall not
         be voluntarily disclosed to any other person, except as may be required
         by law. The Altman Group shall not disclose or use any nonpublic
         information (as that term is defined in SEC Regulation S-P promulgated
         under Title V of the Gramm-Leach-Bliley Act of 1999) relating to the
         customers of the Growth Fund and/or its affiliates ("Customer
         Information") except as may be necessary to carry out the purposes of
         this Agreement. The Altman Group shall use best efforts to safeguard
         and

                                           2
<Page>

                                                              THE ALTMAN GROUP
- -------------------------------------------------------------------------------

         maintain the confidentiality of such Customer Information, and to
         limit access to and usage of such customer Information to those
         employees, officers, agents and representatives of The Altman Group who
         have a need to know the information or as necessary to provide the
         services under this Agreement.

4.       Indemnification

         a) The Altman Group shall be entitled to rely upon any written
         instructions or directions furnished to it by an appropriate Officer of
         the Growth Fund (President, Vice President, Secretary, Assistant
         Secretary, or Treasurer), in conformity with the provisions of this
         Agreement. The Altman Group shall not be under any duty or obligation
         to inquire into the validity or invalidity or authority or lack thereof
         of any instruction or direction from an Officer of the Growth Fund
         which conforms to the applicable requirements of this Agreement and
         which he Altman Group reasonably believes to be genuine.

         (b) The Growth Fund will indemnify The Altman Group against, and hold
         it harmless from, all liability and expense which may arise out of or
         in connection with the services described in this Agreement or the
         instructions or directions furnished to The Altman Group relating to
         this Agreement by an appropriate Officer of the Growth Fund, except for
         any liability or expense which shall arise out of the negligence, bad
         faith or willful misconduct of The Altman Group.

         (c) The Altman Group shall be responsible for and shall indemnify and
         hold the Growth Fund harmless from and against any and all losses,
         damages, costs, charges, counsel fees, payments, expenses and liability
         arising out of or attributable to The Altman Group's refusal or failure
         to comply with the terms of this Agreement, or which arise out of The
         Altman Group's negligence, bad faith or willful misconduct.


5.       Termination

         This agreement shall remain in effect until the conclusion of the
         Growth Fund rights offering or, prior to that upon 30 days' written
         notice by either party to the other.


6.        Governing Law

         This Agreement will be governed and construed in accordance with the
         laws of the State of Delaware, without regard to principles of
         conflicts of law.

                                          3

<Page>

                                                              THE ALTMAN GROUP
- --------------------------------------------------------------------------------


7.       Amendments

         This Agreement, or any term of this Agreement, may be changed or waived
         only by written amendment signed by a duly authorized representative of
         each party to this Agreement.


8.       Assignment

         This Agreement shall not be assigned without the prior written consent
         of each party to the Agreement.


9.       Counterparts

         This Agreement may be executed in two or more counterparts, each of
         which shall be deemed an original, but all of which together shall
         constitute one and the same Agreement.


10.      Captions

         The captions and descriptive headings in this Agreement are for only
         the convenience of the parties. They do not in any way define or limit
         any of the terms of this Agreement.


11.      Severability

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


12.      Survival

         The provisions of Sections 3, 4, and 6 shall survive any termination,
         for any reason, of this Agreement.

                                           4

<Page>

                                                             THE ALTMAN GROUP
- --------------------------------------------------------------------------------


If you are in agreement with the above, kindly sign both copies of this
Agreement in the space provided for that purpose below and return one copy to
us. Additionally, an invoice for the base fee is attached and The Altman Group
requires that we receive this fee prior to the mailing of the offering
materials.


                                            Sincerely,

                                            THE ALTMAN GROUP, INC.

                                            /s/WARREN ANTLER
                                            -----------------------------
                                            Warren Antler,
                                            Managing Director Mutual Funds
                                            Services




AGREED:

Liberty All-Star Growth Fund, Inc.


William R. Parmentier, Jr.
- ------------------------------------
Print Authorized Name

/s/WILLIAM R. PARMENTIER, JR.
- ------------------------------------
Authorized Signature

President and CEO
- ------------------------------------
Title

August 7, 2003
- ----------------------------------
Date

                                           5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2L
<SEQUENCE>7
<FILENAME>opinion.txt
<DESCRIPTION>K&L OPINION & CONSENT OF COUNSEL
<TEXT>
Kirkpatrick & Lockhart LLP                                75 State Street
                                                          Boston, MA 02109-1808
                                                          617.261.3100
                                                          www.kl.com

                                 August 12, 2003



Liberty All-Star Growth Fund, Inc.
One Financial Center
Boston, Massachusetts 02111-2621



Ladies and Gentlemen:

         We have acted as counsel to Liberty All-Star Growth Fund, Inc.
("Fund"), a Maryland corporation, in connection with the issuance of up to
3,305,214 shares (the "Shares") of the Fund's common stock, par value $0.10 per
share, pursuant to the exercise of rights (the "Rights") to purchase common
stock to be distributed to the Fund's shareholders in accordance with the Fund's
registration statement on Form N-2 (File Nos. 333-106675 and 811-4537) filed on
June 30, 2003 and amended on August 12, 2003 (the "Registration Statement")
under the Securities Act of 1933, as amended (the "1933 Act").

         You have requested our opinion as to the matters set forth below in
connection with the filing of the Registration Statement. For purposes of
rendering that opinion, we have examined the Registration Statement, the Fund's
Charter and Bylaws and the corporate action of the Fund that provides for the
issuance of the Shares, and we have made such other investigation as we have
deemed appropriate. We have further examined and relied upon certificates of
public officials as to certain matters of fact that are material to our opinion.

         Our opinion, as set forth herein, is based on the facts in existence
and the laws in effect on the date hereof and is limited to the federal laws of
the United States of America and the laws of the State of Maryland that, in our
experience, generally are applicable to the issuance of shares by entities such
as the Fund. We express no opinion with respect to any other laws.

         Based upon and subject to the foregoing, we are of the opinion that:


          1.  The Shares have been duly authorized for issuance by the Fund; and

          2.  When issued and paid for upon the terms provided in the
              Registration Statement, the Shares will be validly issued, fully
              paid and nonassessable.

     This  opinion  is  rendered  solely in  connection  with the  filing of the
Registration Statement. We hereby consent to the filing of this opinion with the
SEC as an exhibit to the  Registration  Statement,  and to the references to our
firm in the prospectus and statement of additional
<PAGE>


Kirkpatrick & Lockhart LLP

Liberty All-Star Growth Fund, Inc.
August 12, 2003
Page 2


information  that are  being  filed as part of the  Registration  Statement.  In
giving our  consent,  we do not  thereby  admit that we are in the  category  of
persons whose  consent is required  under Section 7 of the 1933 Act or the rules
and  regulations of the SEC thereunder.  Heidi A. Hoefler,  counsel to the Fund,
may also rely on this  opinion in  delivering  her opinion to the New York Stock
Exchange in connection  with the listing of the Shares.  This opinion may not be
relied on by any other person or for any other purpose without our prior written
consent.



                                Very truly yours,


                                /s/ Kirkpatrick & Lockhart LLP
                                --------------------------------
                                    Kirkpatrick & Lockhart LLP



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2N
<SEQUENCE>8
<FILENAME>pwc.txt
<DESCRIPTION>PWC CONSENT
<TEXT>
                       CONSENT OF INDEPENDENT ACCOUNTANTS




We hereby consent to the incorporation by reference in this registration
statement on Form N-2 (the "Registration Statement") of our report dated
February 5, 2003, relating to the financial statements and financial highlights
appearing in the December 31, 2002 Annual Report to Shareholders of Liberty
All-Star Growth Fund, Inc., which are also incorporated by reference into the
Registration Statement. We also consent to the references to us under the
headings "Financial Highlights", "Independent Accountants" and "Financial
Statements" in such Registration Statement.





PricewaterhouseCoopers LLP
Boston, Massachusetts
August 11, 2003





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2D
<SEQUENCE>9
<FILENAME>subcert.txt
<DESCRIPTION>SUBSCRIPTION CERTIFICATE
<TEXT>
      THIS OFFER EXPIRES AT 5:00 P.M. NEW YORK CITY TIME, ON SEPTEMBER 11, 2003*
                    LIBERTY ALL-STAR GROWTH FUND, INC.
                 TO SUBSCRIBE FOR SHARES OF COMMON STOCK
                           Subscription Certificate

     Liberty  All-Star Growth Fund, Inc. (the "Fund") issued to its shareholders
of record  (the  "Record  Date  Shareholders"),  as of the close of  business on
August 11, 2003 (the "Record Date"),  non-transferable  rights ("Rights") on the
basis of one Right for each whole  share of common  stock of the Fund  ("Share")
held on the Record Date,  generally  entitling the holders  thereof to subscribe
for new shares (the  "Shares")  at a rate of one new Share for each eight Rights
held (the "Primary  Subscription")  with the right to subscribe  for  additional
Shares  not  subscribed  for  by  others  in  the  Primary   Subscription   (the
"Over-Subscription  Privilege").  At its  discretion,  the Fund may increase the
amount of Shares  offered  in an  amount  of up to 25% of the  primary  offering
amount to cover  over-subscription  requests.  The terms and  conditions  of the
rights offer (the "Offer") are set forth in the Fund's Prospectus,  dated August
12, 2003 (the  "Prospectus"),  which is  incorporated  into this  Certificate by
reference.  The owner of this Subscription Certificate is entitled to the number
of Rights and is entitled to  subscribe  for the number of Shares  shown on this
Subscription  Certificate.  Record Date  Shareholders  who have fully  exercised
their Rights pursuant to the Primary  Subscription are entitled to subscribe for
additional  Shares  pursuant  to the  Over-Subscription  Privilege,  subject  to
certain limitations and allotment,  as described in the Prospectus.  Capitalized
terms not defined herein have the meanings attributed to them in the Prospectus.
The Fund will not offer or sell in  connection  with the Offer any Shares  which
are  not   subscribed   for  pursuant  to  the  Primary   Subscription   or  the
Over-Subscription Privilege.

                             SAMPLE   CALCULATION
             FOR  A  RECORD  DATE  SHAREHOLDER  WHO  OWNS  1000  SHARES
- --------------------------------------------------------------------------------
                      PRIMARY  SUBSCRIPTION  ENTITLEMENT  (1-FOR-8)
No. of Shares owned on the Record Date 1000 x 1 = 1000 Rights (one Right for
every Share held on the Record Date)
No. of Rights  issued on the Record Date 1000 / 8 = 125 new Shares (if the
Rights are fully  exercised  in the Primary Subscription)

- --------------------------------------------------------------------------------
                    THE RIGHTS ARE NON-TRANSFERABLE

     The Rights are  non-transferable  and may not be  transferred  or sold. The
Rights will not be  admitted  for  trading on the New York Stock  Exchange  (the
"NYSE")  or any other  stock  exchange.  The  shares  provided  to  Record  Date
Shareholders  who  exercise  their Rights will be listed for trading on the NYSE
under the symbol "ASG".

                       ESTIMATED SUBSCRIPTION PRICE
The Estimated  Subscription  Price is $5.80 per Share.

                           FINAL SUBSCRIPTION PRICE
The Final Subscription Price per Share will be 95% of the lower of:(1) the last
reported  sale price of a Share on the NYSE on September 12, 2003 (the "Pricing
Date");  or (2) the net asset  value of a Share on the Pricing  Date.

                        METHOD OF EXERCISE OF RIGHTS

IN ORDER TO EXERCISE  YOUR  RIGHTS,  YOU MUST EITHER (i)  COMPLETE AND SIGN THIS
SUBSCRIPTION  CERTIFICATE  ON THE BACK AND  RETURN IT IN THE  ENVELOPE  PROVIDED
TOGETHER  WITH PAYMENT OF AN AMOUNT EQUAL TO THE  ESTIMATED  SUBSCRIPTION  PRICE
MULTIPLIED  BY THE  TOTAL  NUMBER  OF  SHARES  FOR  WHICH  YOU  HAVE  SUBSCRIBED
(INCLUDING  PURSUANT  TO THE  OVER-SUBSCRIPTION  PRIVILEGE),  OR (ii)  PRESENT A
PROPERLY  COMPLETED NOTICE OF GUARANTEED  DELIVERY,  TO THE SUBSCRIPTION  AGENT,
EQUISERVE  TRUST COMPANY,  N.A., IN EITHER CASE,  BEFORE 5:00 P.M. NEW YORK CITY
TIME, ON SEPTEMBER 11, 2003, OR SUCH LATER DATE AS MAY BE DETERMINED BY THE FUND
("EXPIRATION DATE").

     Full payment of the Estimated  Subscription  Price per Share for all Shares
subscribed   for   pursuant   to  both   the   Primary   Subscription   and  the
Over-Subscription  Privilege must accompany this  Subscription  Certificate  and
must be made payable in United States dollars by money order or check drawn on a
bank or branch located in the United States payable to Liberty  All-Star Growth
Fund, Inc. No third-party checks will be accepted.  Because uncertified personal
checks may take at least five business  days to clear,  we recommend you pay, or
arrange for payment, by means of certified or cashier's check or money order.
Alternatively,  if a Notice of Guaranteed Delivery is used, a properly completed
and executed  Subscription  Certificate,  and full payment, as described in such
Notice,  must be received by the Subscription Agent no later than 5:00 P.M., New
York City time, on the third business day after the Expiration  Date,  September
16, 2003, unless the Offer is extended by the Fund. For additional  information,
see the Prospectus.

     Certificates  for  the  Shares  acquired   pursuant  to  both  the  Primary
Subscription and the  Over-Subscription  Privilege will be mailed promptly after
the expiration of the Offer and after full payment for the Shares subscribed for
has been received and cleared.  Because shareholders must only pay the Estimated
Subscription  Price per Share to exercise  their Rights  pursuant to this Offer,
and the Final  Subscription  Price may be  higher  or lower  than the  Estimated
Subscription Price (and because a shareholder may not receive all the Shares for
which it subscribes pursuant to the Over-Subscription  Privilege),  shareholders
may receive a refund or be required to pay an  additional  amount  equal to: the
difference  between the Estimated  Subscription Price and the Final Subscription
Price,  multiplied by the total number of Shares for which they have  subscribed
and been issued (including  pursuant to the  Over-Subscription  Privilege).  Any
excess payment to be refunded by the Fund to a shareholder will be mailed by the
Subscription  Agent to such shareholder as promptly as practicable.  No interest
will be paid to  shareholders on such amounts.  Any additional  amounts due from
shareholders  (in the event the Final  Subscription  Price exceeds the Estimated
Subscription  Price) must be received  within eight (8) business  days after the
Confirmation Date, September 22, 2003, unless the offer is extended by the Fund.

________________
* Unless extended by the Fund

                                   Control#

                                   Number of Rights Issued:

                                   Maximum Eligible Shares under Primary
                                   Subscription:

                                             (continued on back)
<PAGE>

           PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY

SECTION 1:  OFFERING INSTRUCTIONS (check the appropiate boxes)

IF YOU WISH TO SUBSCRIBE FOR YOUR FULL ENTITLEMENT:

/ / I apply for ALL of my entitlement of new Shares
      pursuant to the Primary Subscription  __________________ X $5.80= $______
                                           (no. of new Shares)  (per share)*

/ / In addition, I apply for additional Shares pursuant to the
      Over-Subscription Privilege**        __________________ X $5.80= $______
                                           (no. of additional    (per share)*
                                              Shares)

IF YOU DO NOT WISH TO APPLY FOR YOUR FULL ENTITLEMENT:

/ / I apply for                            __________________ X $5.80= $______
                                            (no. of new Shares)  (per share)*

                      Amount of check or money order enclosed   $____________

IF YOU DO NOT WISH TO EXERCISE YOUR RIGHT TO SUBSCRIBE:
Please disregard this mailing.
- -------------------------------------------------------------------------------

     SECTION 2: SUBSCRIPTION  AUTHORIZATION:

I acknowledge  that I have received the  Prospectus  for this Offer and I hereby
irrevocably  subscribe for the number of Shares indicated above on the terms and
conditions  specified in the Prospectus relating to the Primary Subscription and
the Over-Subscription Privilege. I understand and agree that I will be obligated
to pay an additional amount to the Fund if the Subscription  Price as determined
on the Expiration Date is in excess of the $5.80 Estimated  Subscription Price
per Share.

     I hereby  agree  that if I fail to pay in full for the  Shares  for which I
have  subscribed,  the Fund may  exercise  any of the  remedies set forth in the
Prospectus.

  Signature of Subscriber(s)
 ______________________________________________________________________________
(and address if different than that listed on this Subscription  Certificate***)
________________________________________________________________________________

________________________________________________________________________________

    Telephone number (including area code) _____________________________________

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

     * $5.80 per share is an estimated price only. See "The Offer-Payment for
Shares" on page 17 of the Prospectus for a discussion of the Estimated
Subscription Price and the requirements for Payment for Shares.  The Final
Subscription Price will be determined on the Pricing Date and could be higher
or lower depending on any  changes in the net asset value and market  price of
the Shares.  Please note that the Estimated Subscription Price used in this
Subscription Certificate differs from the Estimated Purchase Price shown on
the cover page of the Prospectus, which is presented for illustration purposes
only.
    ** You can participate in the  Over-Subscription  Privilege only if you
have subscribed for your full entitlement of new shares pursuant to the Primary
Subscription.
*** If you wish to have your Shares and refund  check (if any)  delivered to an
address other  than that  listed  on this  Subscription  Certificate  you must
have your signature  guaranteed.  Appropriate  signature  guarantors  include:
banks  and savings  associations,  credit  unions,  member  firms of a national
securities exchange, municipal securities dealers and government securities
dealers. Please provide the delivery address above and note if it is a permanent
change.

                  Please complete all applicable information and return to:
                                    EQUISERVE TRUST COMPANY, N.A.
- -------------------- ---------------------------- -----------------------------
By First Class Mail            By Hand            By Express Mail or Overnight
                                                            Courier
- -------------------- ---------------------------- ------------------------------
- -------------------- ---------------------------- ------------------------------
EquiServe                   Securities Transfer &         EquiServe
Attn: Corporate Actions     Reporting Services, Inc.      Attn:Corporate Actions
P.O. Box 859208             100 Williams Street Galleria  161 Bay State Road
Braintree, MA 02185-9208    New York, NY 10038            Braintree, MA 02184
- -------------------------  ------------------------------ ----------------------

     DELIVERY OF THIS SUBSCRIPTION CERTIFICATE TO AN ADDRESS OTHER THAN AS
              SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.

   Any questions regarding this Subscription Certificate and the Offer may be
directed to the Information Agent, The Altman Group, Inc., toll free at
(800) 467-4954.


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