<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>
