<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>amend.txt
<TEXT>
770 Transactions effected pursuant to Rule 10f-3

Liberty All-Star Growth Fund, Inc. (Fund)

On April 26, 2004, the Fund purchased 4,300 par value of common stock of
Universal Technical Institute (Securities) for a total purchase price of
$172,000 from Bear Stearns pursuant to a public offering in which Banc of
America Securities acted as a participating underwriter. Banc of America
Securities may be considered to be an affiliate of the Fund.

The  following  information  was  collected  pursuant  to Rule 10f-3  procedures
adopted by the Fund's Trustees:

       o The Fund's advisor,  Columbia Management  Advisors,  Inc. (Advisor)
         believed that  the  gross  underwriting  spread  associated  with the
         purchase of the Securities was reasonable and fair compared to the
         spreads in connection  with similar underwritings of similar securities
         being sold during a comparable period of time;

o        The Securities were offered pursuant to an underwriting or similar
         agreement under which the underwriters were committed to purchase all
         of the Securities being offered;

o       The issuer of the Securities has been in continuous operation for at
        least three years;

o       The amount of Securities purchased did not exceed 25% of the amount
        of the offering;

o       The Securities were to be purchased at not more than the public offering
        price no later than the first day of the offering.

Along with Banc of America Securities, the following is a list of members of the
underwriting syndicate for the aforementioned Securities:  Credit Suisse Frist
Boston; Jefferies & Company, Inc.; Thomas Weisel Partners; Inc.; SunTrust
Robinson Humphrey; Legg Mason Wood Walker, Inc.; Piper Jaffray & co.;
ThinkEquity Partners, LLC.

Liberty All-Star Growth Fund, Inc. (Fund)

On August 3, 2004, the Fund purchased 1,316 par value of common stock of Carmike
Cinemas(Securities) for a total purchase price of $43,428 from Goldman Sachs
pursuant to a public offering in which Banc of America Securities acted as a
participating underwriter. Banc of America Securities may be considered to be
an affiliate of the Fund.

The  following  information  was  collected  pursuant  to Rule 10f-3  procedures
adopted by the Fund's Trustees:

       o The Fund's advisor,  Columbia Management  Advisors,  Inc. (Advisor)
         believed that  the  gross  underwriting  spread  associated  with the
         purchase of the Securities was reasonable and fair compared to the
         spreads in connection  with similar underwritings of similar securities
         being sold during a comparable period of time;

o        The Securities were offered pursuant to an underwriting or similar
         agreement under which the underwriters were committed to purchase all
         of the Securities being offered;

o       The issuer of the Securities has been in continuous operation for at
        least three years;

o       The amount of Securities purchased did not exceed 25% of the amount
        of the offering;

o       The Securities were to be purchased at not more than the public offering
        price no later than the first day of the offering.

Along with Banc of America Securities, the following is a list of members of the
underwriting syndicate for the aforementioned Securities: Bear Stearns & Co.,
Inc.; UBS Securities LLC; Harris Nesbitt Corp; Jefferies & Company, Inc.

Liberty All-Star Growth Fund, Inc. (Fund)

On October 10, 2004, the Fund purchased 350 par value of common stock of Texas
Roadhouse (Securities) for a total purchase price of $5,250 from SG Cowen
pursuant to a public offering in which Banc of America Securities acted as a
participating underwriter. Banc of America Securities may be considered to be
an affiliate of the Fund.

The  following  information  was  collected  pursuant  to Rule 10f-3  procedures
adopted by the Fund's Trustees:

       o The Fund's advisor,  Columbia Management  Advisors,  Inc. (Advisor)
         believed that  the  gross  underwriting  spread  associated  with the
         purchase of the Securities was reasonable and fair compared to the
         spreads in connection  with similar underwritings of similar securities
         being sold during a comparable period of time;

o        The Securities were offered pursuant to an underwriting or similar
         agreement under which the underwriters were committed to purchase all
         of the Securities being offered;

o       The issuer of the Securities has been in continuous operation for at
        least three years;

o       The amount of Securities purchased did not exceed 25% of the amount
        of the offering;

o       The Securities were to be purchased at not more than the public offering
        price no later than the first day of the offering.

Along with Banc of America Securities, the following is a list of members of the
underwriting syndicate for the aforementioned Securities: Wachovia Securities.
</TEXT>
</DOCUMENT>
