Edgar Filing: LIBERTY ALL STAR EQUITY FUND

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

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[ ] Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))

LIBERTY ALL-STAR EQUITY FUND
LIBERTY ALL-STAR GROWTH FUND, INC.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)

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LIBERTY ALL-STAR EQUITY FUND (EQUITY FUND)
LIBERTY ALL-STAR GROWTH FUND, INC. (GROWTH FUND)
(COLLECTIVELY, THE FUNDS)
ONE FINANCIAL CENTER
BOSTON, MASSACHUSETTS 02111-2621
(617) 772-3626
----------------

NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS

APRIL 29, 2005
----------------

To the Shareholders of the Funds:

NOTICE IS HEREBY GIVEN that the 2005 Annual Meetings of Shareholders of the
Funds will be held in Conference Room A, 2nd Floor, at One Financial Center,
Boston, Massachusetts, on April 29, 2005, at 9:00 a.m. Boston time (Equity Fund)
and 10:00 a.m. Boston time (Growth Fund). The purpose of the Meetings is to
consider and act upon the following matters:

1. To elect two Directors of the Growth Fund; and

2. To transact such other business as may properly come before the Meetings
or any adjournments thereof.

The Boards of Trustees/Directors have fixed the close of business on March 9,
2005, as the record date for the determination of the shareholders of the Funds
entitled to notice of, and to vote at, the Meetings and any adjournments
thereof.

YOUR BOARD OF TRUSTEES/DIRECTORS RECOMMENDS THAT YOU VOTE FOR ALL THE PROPOSALS.

By order of the Board of Trustees of the Equity Fund
and the Board of Directors of the Growth Fund

David A. Rozenson
Secretary of the Funds

YOUR VOTE IS IMPORTANT -- PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY.

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETINGS. WE URGE YOU, WHETHER OR
NOT YOU EXPECT TO ATTEND THE MEETINGS IN PERSON, TO INDICATE YOUR VOTING
INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT, AND RETURN IT IN THE
ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. WE ASK
YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY.

April 1, 2005

LIBERTY ALL-STAR EQUITY FUND (EQUITY FUND)
LIBERTY ALL-STAR GROWTH FUND, INC. (GROWTH FUND)
(COLLECTIVELY, THE FUNDS)
----------------

PROXY STATEMENT
ANNUAL MEETINGS OF SHAREHOLDERS

APRIL 29, 2005
----------------

This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Boards of Trustees/Directors of the Funds to be used at
the Annual Meetings of Shareholders of the Funds to be held in Conference Room
A, 2nd Floor, on April 29, 2005, at 9:00 a.m. Boston time (Equity Fund) and
10:00 a.m. Boston time (Growth Fund) at One Financial Center, Boston,
Massachusetts, and at any adjournments thereof (such meetings and any
adjournments being referred to as the "Meeting").

The solicitation of proxies for use at the Meeting is being made primarily
by the Funds by the mailing on or about April 1, 2005 of the Notice of Annual
Meetings, this Proxy Statement and the accompanying proxy. Supplementary
solicitations may be made by mail, telephone or personal interview by officers
and Trustees/Directors of the Funds and officers and employees of the Funds'
investment advisor, Liberty Asset Management Company (LAMCO), and/or its
affiliates. Authorization to execute proxies may be obtained from shareholders
through instructions transmitted by telephone, facsimile or other electronic
means. The expenses in connection with preparing this Proxy Statement and of the
solicitation of proxies for the Meeting will be paid by the Funds. The Funds
will reimburse brokerage firms and others for their expenses in forwarding
solicitation material to the beneficial owners of shares.

The Meeting is being held to vote on the matters described in the table
below:

MATTERS GROWTH FUND EQUITY FUND
------- ----------- -----------

Election of Directors (Proposal 1) X N/A(1)
Transaction of such other business as may properly come
before the Meetings or any adjournments thereof X X

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

(1) The Board of the Equity Fund is divided into three classes, each of which
serves for three years. The class whose term expires at the upcoming Meeting
is composed of one Trustee, James E. Grinnell, who is retiring from service
on the Board as of the date of the Meeting. Therefore, no Trustee of the
Equity Fund is scheduled for election at the Meeting.

PROPOSAL 1. ELECTION OF DIRECTORS FOR THE GROWTH FUND

Each Fund's Board of Trustees/Directors is divided into three classes, each
of which serves for three years. The term of office of one of the classes
expires at the final adjournment of the Annual Meeting of Shareholders (or
special meeting in lieu thereof) each year. Shares of the Growth Fund
represented by duly executed proxies will be voted as instructed on the proxy.
If no instructions are given when the enclosed proxy is returned, the enclosed
proxy will be voted for the election of the following persons to hold office
until final adjournment of the Annual Meeting of Shareholders of the Growth Fund
for the year 2008 (or special meeting in lieu thereof):

Growth Fund
-----------

John A. Benning Served as Director since October, 2002
William E. Mayer Served as Director since December, 1998

If elected, Messrs. Benning and Mayer have each consented to serve as
Director following the Meeting and each is expected to be able to do so. If
either of Messrs. Benning or Mayer is unable or unwilling to do so at the time
of the Meeting, proxies will be voted for such substitute as the Directors may
recommend (unless authority to vote for the election of Directors has been
withheld).

No Trustees of the Equity Fund are scheduled for election.

TRUSTEES/DIRECTORS AND OFFICERS

The names, addresses and ages of the Trustees/Directors and principal
officers of the Funds, the year 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 Trustee/Director in
the fund complex and other directorships they hold are shown below.

TRUSTEES/DIRECTORS

NUMBER OF
PORTFOLIOS
EQUITY FUND GROWTH FUND IN FUND
LENGTH OF LENGTH OF COMPLEX
SERVICE AND SERVICE AND OVERSEEN
NAME/AGE AND TERM OF TERM OF PRINCIPAL OCCUPATION(S) BY TRUSTEE/ OTHER DIRECTORSHIPS
ADDRESS(1) OFFICE OFFICE DURING PAST FIVE YEARS DIRECTOR(2) HELD
------------------ ------------ ----------- ---------------------------- ----------- -----------------------

DISINTERESTED
TRUSTEES/DIRECTORS
John A. Benning Oct., 2002 Oct., 2002 Retired since December, 2 TT International USA
(Age 70) 2006 2005 1999; Senior Vice President, (investment company)
General Counsel and
Secretary, Liberty Financial
Companies, Inc. (July, 1985
to December, 1999); Vice
President, Secretary and
Director, Liberty Asset
Management Company (August,
1985 to December, 1999)

James E. Grinnell August, 1986 May, 1994 Private Investor since 2 None
(Age 75) 2005(3) 2005(3) November, 1988

Richard W. Lowry August, 1986 May, 1994 Private investor since 106 None
Chairman 2007 2007 August, 1987 (formerly
(Age 68) Chairman and Chief Executive
Officer, U.S. Plywood
Corporation (building
products manufacturer))

John J. Neuhauser April, 1998 April, 1998 Academic Vice President and 106 Saucony, Inc. (athletic
(Age 61) 2007 2006 Dean of Faculties since footwear)
August, 1999, Boston College
(formerly Dean, Boston
College School of Management
from September, 1977 to
September, 1999)
INTERESTED
TRUSTEE/DIRECTOR
William E. Mayer April, 1998 Dec., 1998 Founding Partner, Park 106 Lee Enterprises (print
(Age 64)(4) 2006 2005 Avenue Equity Partners media); WR Hambrecht +
(private equity) since Co. (financial service
August, 1999 provider); Premier
(healthcare); Readers
Digest (publisher)

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

(1) All the Trustees/Directors are members of the Audit Committee of each Fund
except for Mr. Mayer. The address of each Trustee/Director is One Financial
Center, Boston, MA 02111-2621.

(2) At December 31, 2004, Messrs. Lowry, Mayer and Neuhauser also served as
trustees or directors of the various investment companies in the Columbia
family of funds (Columbia Funds) which consisted of 96 open-end and 8
closed-end management investment company portfolios. The portfolios overseen
by these three Trustees/Directors include the Funds and Columbia Funds. The
"Fund Complex" includes the Funds, Columbia Funds, Nations Funds and Galaxy
Funds.

(3) Mr. Grinnell is retiring from service on the Board of Trustees/Directors as
of the date of the Meeting.

(4) "Interested person" of the Funds, as defined in the Investment Company Act
of 1940, because of his affiliation with WR Hambrecht + Co., a registered
broker-dealer.

PRINCIPAL OFFICERS

Each person listed below serves as an officer of each Fund.

PRINCIPAL OCCUPATION(S)
NAME/AGE AND ADDRESS(1) POSITION WITH FUNDS DURING PAST FIVE YEARS
-------------------------- -------------------------------------- --------------------------------------

William R. Parmentier, Jr. President and Chief Executive Officer President and Chief Executive Officer
(Age 52) since April, 1999 of the Liberty All-Star Funds since
April, 1999; Chief Investment
Officer -- External Managers of LAMCO
since July, 1998 and Director since
April, 2004.

Mark T. Haley, CFA Vice President since April, 1999 Vice President -- Investments of the
(Age 40) Liberty All-Star Funds since April,
1999, Vice President -- Investments of
LAMCO since January, 1999.

Fred H. Wofford Vice President since June, 2003 Vice President -- Operations of the
(Age 49) Liberty All-Star Funds since June,
2003; Director of Funds Operations of
LAMCO since March, 2003; (formerly
Director of Investment Compliance,
Deutsche Asset Management from
February, 1999 to March, 2003; Manager
of Fund Administration, BankBoston
1784 Funds from November, 1995 to
February, 1999).

Mary Joan Hoene Senior Vice President and Chief Senior Vice President and Chief
(Age 55) Compliance Officer since August, 2004 Compliance Officer of the Columbia
Funds, the Galaxy Funds, Nations Funds
and of the Liberty All-Star Funds
since August, 2004 and the BACAP
Registered Hedge Funds and Columbia
Management Multi-Strategy Hedge Fund
since October, 2004; (formerly,
Partner, Carter, Ledyard & Milburn LLP
from January, 2001 to August, 2004;
Counsel, Carter, Ledyard & Milburn LLP
from November, 1999 to December, 2000;
Vice President and Counsel, Equitable
Life Assurance Society of the United
States from April, 1998 to November,
1999).

J. Kevin Connaughton Treasurer since December, 2003 Treasurer of the Columbia Funds and
(Age 40) Liberty All-Star Funds since December,
2000; Vice President of Columbia
Management Advisors since April, 2003;
(formerly, President of the Columbia
Funds from February, 2004 to October,
2004; Chief Accounting Officer and
Controller of the Liberty Funds and of
the Liberty All-Star Funds from
February, 1998 to October, 2000);
Treasurer of the Galaxy Funds since
September, 2002; (formerly, Treasurer
from December, 2002 to December, 2004
and President from February, 2004 to
December, 2004 of Columbia Management
Multi-Strategy Hedge Fund, LLC; Vice
President of Colonial Management
Associates, Inc. from February, 1998
to October, 2000).

PRINCIPAL OCCUPATION(S)
NAME/AGE AND ADDRESS(1) POSITION WITH FUNDS DURING PAST FIVE YEARS
-------------------------- -------------------------------------- --------------------------------------

Michael G. Clarke Chief Accounting Officer since Chief Accounting Officer of the
(Age 35) October, 2004 Columbia Funds and of the Liberty
All-Star Funds since October, 2004;
(formerly, Controller of the Columbia
Funds and of the Liberty All-Star
Funds from May, 2004 to October, 2004;
Assistant Treasurer from June, 2002 to
May, 2004; Vice President, Product
Strategy & Development of the Liberty
Funds Group from February, 2001 to
June, 2002; Assistant Treasurer of the
Liberty Funds and of the Liberty
All-Star Funds from August, 1999 to
February, 2001; Audit Manager Deloitte
& Touche LLP from May, 1997 to August,
1999).

Jeffery R. Coleman Controller since October, 2004 Controller of the Columbia Funds and
(Age 35) Liberty All-Star Funds since October,
2004; (formerly, Vice President of CDC
IXIS Asset Management Services, Inc.
and Deputy Treasurer of the CDC Nvest
Funds and Loomis Sayles Funds from
February, 2003 to September, 2004;
Assistant Vice President of CDC IXIS
Asset Management Services, Inc. and
Assistant Treasurer of the CDC Nvest
Funds from August, 2000 to February,
2003; Tax Manager of PFPC Inc. from
November, 1996 to August, 2000).

David A. Rozenson Secretary since December, 2003 Secretary of the Liberty All-Star
(Age 50) Funds since December, 2003; Associate
General Counsel of Bank of America
Corporation since April, 2004; Senior
Counsel, Fleet Boston Financial
Corporation from January, 1996 to
April, 2004; Associate General
Counsel, Columbia Management Group
from November, 2002 to April, 2004.

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

(1) The address of each officer is One Financial Center, Boston, MA 02111-2621.

Messrs. Connaughton, Clarke and Coleman and Ms. Hoene hold the same offices
with the Columbia Funds which consist of 96 open-end funds and 8 closed-end
management investment company portfolios. Ms. Hoene also holds the same office
with the Galaxy Funds which consist of 13 open-end management investment company
portfolios and Nations Funds which consist of 63 open-end and 1 closed-end
management investment company portfolios.

The term of office of each of the Trustees/Directors will expire on the
final adjournment of the Annual Meeting (or special meeting in lieu thereof) in
the year specified in the table above. The Funds' officers are elected each year
by the Trustees/Directors at the first meeting of the Board held after the
annual meeting of shareholders. Each Fund officer holds office until the meeting
of the Board following the next annual meeting of shareholders, until his or her
successor is duly elected by the Board and qualified, or his or her removal,
resignation or death.

During 2004, the Board of Trustees/Directors of the Funds held seven
meetings and the Audit Committee held four meetings. All Trustees/Directors were
present at all meetings. The Funds do not have a formal policy on
Trustee/Director attendance at the annual meeting of shareholders, but encourage
such attendance. None of the Trustees/Directors attended the Funds' 2004 annual
shareholder meetings.

Shareholders may communicate with the Trustees/Directors as a group or
individually. Any such communications should be sent to a Fund's Board or an
individual Trustee/Director in writing, c/o the Secretary of the Funds, One
Financial Center, Boston, MA 02111-2621. The Secretary may determine not to
forward any letter to the Board or a Trustee/Director that does not relate to
the business of a Fund.

AUDIT COMMITTEE

Each Fund has an Audit Committee comprised of only "Independent
Trustees/Directors" (as defined in the New York Stock Exchange (NYSE) Listing
Standards for director/trustees of closed-end investment companies) of the
Funds, who are also not "interested persons" (as defined in the Investment
Company Act of 1940 ("1940 Act")) of the Fund. Each member of the Audit
Committees must be financially literate and at least one member must have prior
accounting experience or related financial management expertise. Each Board of
Trustees/Directors has determined, in accordance with NYSE Listing Standards,
that each member of the Audit Committees is financially literate and that one of
its members has prior accounting experience or related financial management
expertise. The members of the Audit Committee are John A. Benning, James E.
Grinnell, Richard W. Lowry and John J. Neuhauser. Mr. Grinnell is retiring from
service on the board of Trustees/Directors as of the date of the Meeting.

On February 8, 2005, each Audit Committee adopted revisions to its written
Audit Committee charter which sets forth the Audit Committee's structure, duties
and powers, and methods of operation. A copy of the revised Audit Committee
Charter is attached to this Proxy Statement as Appendix A. The principal
functions of each Audit Committee are to assist Board oversight of: (1) the
integrity of the Fund's financial statements, (2) the Fund's compliance with
legal and regulatory requirements, (3) the qualifications and independence of
the independent registered public accounting firm (also referred to herein as
the independent accountants), (4) the performance of LAMCO's internal audit
function, and (5) the performance of the independent accountants. Each Audit
Committee is directly responsible for the appointment, compensation, retention
and oversight of the work of the independent accountants (including the
resolution of disagreements between management and the independent accountants
regarding financial reporting) for the purpose of preparing or issuing an audit
report or performing other review or attest services for the Fund.

AUDIT COMMITTEE REPORT

The Audit Committee of each Fund has submitted the following report:

At a meeting of the Audit Committees on February 8, 2005, the Audit
Committees: (i) reviewed and discussed with management the Funds' audited
financial statements for the most recently completed fiscal year; (ii) discussed
with PricewaterhouseCoopers LLP (PwC), the Funds' independent accountants, the
matters required to be discussed by Statement on Auditing Standards No. 61; and
(iii) obtained from PwC a formal written statement consistent with Independence
Standards Board Standard No. 1, "Independence Discussions with Audit
Committees," describing all relationships between the independent accountants
and the Funds that might bear on the independent accountants' independence and
discussed with PwC any relationships that may impact its objectivity and
independence and satisfied itself as to the independent accountants'
independence. Based on its review and discussion, the Audit Committees
recommended to the Boards of Trustees/Directors that the audited financial
statements for each Fund be included in that Fund's Annual Report to
shareholders.

John A. Benning
James E. Grinnell*
Richard W. Lowry
John J. Neuhauser
-------------

* James E. Grinnell is retiring from service on the Board of Trustees/Directors
as of the date of the Meeting.

NOMINATION INFORMATION

Neither Fund has a nominating or compensation committee. The Fund Boards do
not believe that a nominating committee is necessary because there has been
minimal turnover in the Trustees/Directors serving on the Board of each Fund.
Only once in the past four years has a new Trustee/Director been elected to
replace a retiring Trustee/Director.

When necessary or appropriate, the Disinterested Trustees/Directors of each
Fund serve as an ad hoc committee for the consideration of Trustee/Director
nominations. No ad hoc nominating committee of either

Fund has adopted a charter. Disinterested Trustees/Directors are nominated only
by an ad hoc nominating committee. No ad hoc nominating committee of either Fund
met during the fiscal year ended December 31, 2004. Each Fund's Disinterested
Trustees/Directors are "independent" under NYSE Listing Standards, and are not
"interested persons" of the Fund under the 1940 Act.

The Disinterested Trustees/Directors consider prospective Trustee/Director
candidates from any reasonable source, including current Disinterested
Trustees/Directors, Fund management, Fund shareholders and other persons or
entities. Although the Funds do not have a formal policy, shareholders of a Fund
who wish to nominate a candidate to a Fund's Board may send information
regarding prospective candidates to the Funds' Secretary at One Financial
Center, Boston, MA 02111-2621. The information should include evidence of the
shareholders' Fund ownership, a full listing of the proposed candidate's
education, experience, current employment, date of birth, names and addresses of
at least three professional references, information as to whether the candidate
is not an "interested person" under the 1940 Act and "independent" under NYSE
Listing Standards in relation to the Fund, and such other information as may be
helpful to the Disinterested Trustees/Directors in evaluating the candidate. All
satisfactorily completed information packages regarding a candidate will be
forwarded to an Disinterested Trustee/Director for consideration.
Recommendations for candidates will be evaluated in light of whether the number
of Trustees/Directors of a Fund is expected to be increased and in light of
anticipated vacancies. All nominations from Fund shareholders will be
acknowledged. During periods when the Disinterested Trustees/Directors are not
recruiting new Board members. In that case, nominations will be maintained on
file pending the active recruitment of Trustees/Directors.

The Disinterested Trustees/Directors have no formal list of qualifications
for Trustee/Director nominees. However, the Disinterested Trustees/Directors may
consider, among other things, whether prospective nominees have distinguished
records in their primary careers, unimpeachable integrity, and substantive
knowledge in areas important to the Board's operations, such as background or
education in finance, auditing, securities law, the workings of the securities
markets, or investment advice. For candidates to serve as Disinterested
Trustees/Directors, independence from the Funds' investment adviser, its
affiliates and other principal service providers is critical, as is an
independent and questioning mind-set. In each case, the Disinterested Trustees/
Directors will evaluate whether a candidate is an "interested person" under the
1940 Act and "independent" under NYSE Listing Standards. The Disinterested
Trustees/Directors also consider whether a prospective candidate's workload
should allow him or her to attend the vast majority of Board meetings, be
available for service on Board committees, and devote the additional time and
effort necessary to stay apprised of Board matters and the rapidly changing
regulatory environment in which the Funds operate. Different substantive areas
may assume greater or lesser significance at particular times, in light of a
Board's present composition and its perceptions about future issues and needs.

The Disinterested Trustees/Directors initially evaluate prospective
candidates on the basis of their resumes, considered in light of the criteria
discussed above. Those prospective candidates that appear likely to be able to
fill a significant need of the Boards would be contacted by an Disinterested
Trustee/Director by telephone to discuss the position; if there appeared to be
sufficient interest, an in-person meeting with one or more Disinterested
Trustees/Directors would be arranged. If the Disinterested Trustees/Directors,
based on the results of these contacts, believed it had identified a viable
candidate, it would air the matter with the full group of Disinterested
Trustees/Directors for input. Any request by Fund management to meet with the
prospective candidate would be given appropriate consideration. The Funds have
not paid a fee to third parties to assist in finding nominees.

COMPENSATION

The aggregate of the fees paid to the Trustees/Directors by the Funds that
have the same Board of Trustees/Directors and hold their meetings concurrently,
consist of Trustees/Directors fees of $125,000 per annum, assuming that a
minimum of four meetings are held and all meetings are attended. One-third of
the retainer and the fees for concurrently held meetings was allocated equally
between the Funds, and the remaining two-thirds was allocated between the Funds
based on their relative net assets.

The following table shows, for the fiscal year ended December 31, 2004, the
compensation paid by each Fund to each Trustee/Director, the total compensation
paid by both Funds and the Fund Complex to each Trustee/Director. The Funds have
no bonus, profit-sharing or retirement plans.

TOTAL COMPENSATION
COMPENSATION FROM COMPENSATION FROM FROM THE
NAME THE EQUITY FUND THE GROWTH FUND FUND COMPLEX
------------------------------ ----------------- ----------------- ------------------

John A. Benning............... $19,024.33 $6,175.67 $ 25,200.00
James E. Grinnell(1).......... $19,024.33 $6,175.67 $ 25,200.00
Richard W. Lowry(2)........... $19,024.33 $6,175.67 $175,900.00
William E. Mayer(2)........... $18,273.43 $5,926.57 $190,900.00
John J. Neuhauser(2).......... $19,024.33 $6,175.67 $193,109.00

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

(1) Mr. Grinnell is retiring from service on the Boards of Trustees/Directors as
of the date of the Meeting.

(2) In addition to receiving compensation for their services as
Trustees/Directors of the Funds, Messrs. Lowry, Mayer and Neuhauser received
compensation for services as trustees/directors of several investment
companies consisting of 104 portfolios. Mr. Neuhauser also received
compensation for his service a director of the Columbia Multi-Strategy Hedge
Fund, LLC. Mr. Neuhauser resigned from the Columbia Multi-Strategy Hedge
Fund, LLC on December 3, 2004. See footnote (2) to the table under
"Trustees/Directors".

SHARE OWNERSHIP

The following table shows the dollar range of equity securities
beneficially owned by each Trustee/Director as of December 31, 2005 (i) in each
of the Funds, and (ii) in all Columbia Funds overseen by the Trustee/Director in
the Columbia Fund Complex.

AGGREGATE DOLLAR
RANGE OF EQUITY
SECURITIES OWNED
IN ALL FUNDS
DOLLAR RANGE OF DOLLAR RANGE OF OVERSEEN BY TRUSTEE
EQUITY SECURITIES EQUITY SECURITIES IN FAMILY
OWNED IN THE OWNED IN THE OF INVESTMENT
NAME OF TRUSTEE/DIRECTOR EQUITY FUND(2) GROWTH FUND(2) COMPANIES
------------------------ ----------------- ----------------- -------------------

DISINTERESTED TRUSTEES/
DIRECTORS
John A. Benning........ $50,001-$100,000 $1-$10,000 Over $100,000
Richard W. Lowry(1).... Over $100,000 $10,001-$50,000 Over $100,000
John J. Neuhauser(1)... $1-$10,000 $1-$10,000 Over $100,000

INTERESTED TRUSTEES/
DIRECTORS
William E. Mayer(1).... $1-$10,000 $1-$10,000 $50,001-$100,000

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

(1) Trustee/Director also serves as a Trustee of Columbia Fund Complex.

(2) Securities valued as of December 31, 2004.

As of December 31, 2004, no disinterested Trustee/Director or any of their
immediate family members owned beneficially or of record any class of securities
of Bank of America Corporation, LAMCO, another investment advisor, sub-advisor
or portfolio manager of any of the Funds or any person controlling, controlled
by or under common control with any such entity (except as noted in the next
paragraph).

During the calendar years ended December 31, 2001, 2002, 2003 and 2004, Mr.
Lowry had a material interest in a trust (approximately $3,912,000 as of
December 31, 2004) which owns units of a limited partnership whose investments
are managed by M.A. Weatherbie & Co., Inc., a portfolio manager of the Growth
Fund, and whose general partner is Weatherbie Limited Partnership. Mr. Benning
also had a material interest in that trust (approximately $1,191,055 as of
December 31, 2004).

REQUIRED VOTE

A plurality of votes cast at the Meeting, if a quorum of shareholders of
the Growth Fund is represented, is required for the election of each Director.
Since two Directors of the Growth Fund are to be elected, the two persons who
receive the highest number of votes at the Meeting will be elected.

OTHER BUSINESS

The Boards of Trustees/Directors know of no other business to be brought
before the Meeting. However, if any other matters properly come before the
Meeting, it is the intention of the Boards that proxies that do not contain
specific instructions to the contrary will be voted on such matters in
accordance with the judgment of the persons designated therein as proxies.

MANAGEMENT

LAMCO, One Financial Center, Boston, MA 02111, is the Funds' Manager.
Pursuant to its Fund Management Agreements with the Funds, LAMCO implements and
operates the Funds' multi-manager methodology and has overall supervisory
responsibility for the general management and investment of the Funds' assets,
subject to the Funds' investment objectives and policies and any directions of
the Trustees/Directors. LAMCO recommends to the Boards of Trustees/Directors the
independent investment management firms (currently five for the Equity Fund and
currently three for the Growth Fund) for appointment as Portfolio Managers of
the Funds.

LAMCO is responsible under its Fund Management Agreements for the provision
of certain administrative services to the Funds. Certain of LAMCO's
administrative responsibilities to the Funds have been delegated to its
affiliate, Columbia Management Advisors, Inc., One Financial Center, Boston, MA
02111.

The names and addresses of the Funds' current Portfolio Managers are as
follows:

EQUITY FUND

Mastrapasqua Asset Management, Inc.
814 Church Street, Suite 600
Nashville, TN 37203

Matrix Asset Advisors, Inc.
747 Third Avenue
New York, NY 10017

Pzena Investment Management, LLC
120 West 45th Street
New York, NY 10036

Schneider Capital Management Corporation
460 East Swedesford Road
Wayne, PA 19087

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

GROWTH FUND

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

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

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

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Financial statements for the Funds' fiscal year ended December 31, 2004
were audited by PricewaterhouseCoopers LLP (PwC). PwC serves as the independent
registered public accounting firm ("independent accountants") for each Fund and
provides audit services, audit-related services, tax services and/or other
services to the Funds, to LAMCO and to affiliates of LAMCO. The Boards of
Trustees/Directors of each Fund have selected PwC as the independent accountants
for the Funds for the fiscal year ending December 31, 2005. Representatives of
PwC are not expected to be present at the Meeting but have been given the
opportunity to make a statement if they so desire and will be available should
any matter arise requiring their presence.

PRE-APPROVAL OF AUDIT AND NON-AUDIT SERVICES

Each Fund's Audit Committee is required to pre-approve the engagement of
the Fund's independent accountants to provide audit and non-audit services to
the Fund and non-audit services to LAMCO or any entity controlling, controlled
by or under common control with LAMCO that provides ongoing services to the Fund
("LAMCO Affiliates"), if the engagement relates directly to the operations or
financial reporting of the Fund, including the fees and other compensation to be
paid to the independent accountants.

The Funds' Audit Committees have adopted a Policy for Engagement of
Independent Accountants for Audit and Non-Audit Services ("Policy"). The Policy
sets forth the understanding of the Audit Committees regarding the engagement of
the Fund's independent accountants to provide (i) audit and permissible
audit-related, tax and other services to the Funds; (ii) non-audit services to
LAMCO, and LAMCO Affiliates, if the engagement relates directly to the
operations or financial reporting of a Fund; and (iii) other audit and non-audit
services to LAMCO and LAMCO Affiliates. Unless a type of service receives
general pre-approval under the Policy, it requires specific pre-approval by the
Audit Committee if it is to be provided by the independent accountants.
Pre-approval of non-audit services to the Funds, LAMCO or LAMCO Affiliates may
be waived provided that the "de minimis" requirements set forth in the SEC's
rules relating to pre-approval of non-audit services are met.

Under the Policy, the Audit Committee may delegate pre-approval authority
to any pre-designated member or members who are Independent Trustees/Directors.
The member(s) to whom such authority is delegated must report, for information
purposes only, any pre-approval decisions to the Audit Committee at its next
regular meeting. The Audit Committee's responsibilities with respect to the
pre-approval of services performed by the independent accountants may not be
delegated to management.

The Policy requires the Fund Treasurer and/or Director of Trustee
Administration to submit to the Audit Committee, at least annually, a schedule
of the types of services that are subject to general pre-approval. The
schedule(s) must provide a description of each type of service that is subject
to general pre-approval and, where possible, will provide estimated fee caps for
each instance of providing each service. The Audit Committee will review and
approve the types of services and review the projected fees for the next fiscal
year and may add to, or subtract from, the list of general pre-approved services
from time to time based on subsequent determinations. That approval acknowledges
that the Audit Committee is in agreement with the specific types of services
that the independent accountants will be permitted to perform.

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The following table sets forth for each Fund the aggregate fees billed by
PwC for the Fund's last two fiscal years for professional services rendered for
(a) all audit and non-audit services provided directly to the Fund and (b) those
non-audit services provided to LAMCO and LAMCO Affiliates that relate directly
to the Fund's operations and financial reporting under the following captions:

(i) Audit Fees -- fees related to the audit and review of the
financial statements included in annual reports and registration
statements, and other services that are normally provided in connection
with statutory and regulatory filings or engagements.

(ii) Audit-Related Fees -- fees related to assurance and related
services that are reasonably related to the performance of the audit or
review of financial statements, but not reported under "Audit Fees,"
including accounting consultations, agreed-upon procedure reports,
attestation reports and comfort letters.

(iii) Tax Fees -- fees associated with tax compliance, tax advice and
tax planning, including services relating to the filing or amendment of
federal, state or local income tax returns, regulated investment company
qualification reviews, and tax distribution and analysis reviews.

(iv) All Other Fees--fees for products and services provided to the
Fund by PwC other than those reported under "Audit Fees," "Audit-Related
Fees" and "Tax Fees." For each Fund's last two fiscal years, no fees were
billed by PwC that would be disclosed under the caption "All Other Fees" to
either Fund or to LAMCO or any LAMCO Affiliates.

For periods prior to May 6, 2003, the amounts shown below under
"Audit-Related Fees," "Tax Fees" and "All Other Fees" relate to permitted
non-audit services that would have been subject to pre-approval if the SEC rules
relating to pre-approval of non-audit services had been in effect. During the
Funds' fiscal years ended December 31, 2003 and 2004, no services described
under "Audit-Related Fees," "Tax Fees" or "All Other Fees" were approved
pursuant to the de minimis exception set forth in paragraph (c)(7)(i)(C) of Rule
2-01 of Regulation S-X. All of the audit fees, audit-related fees, tax fees and
other fees billed by PwC for the fiscal years ended December 31, 2003 and 2004
were pre-approved by the respective Audit Committees.

FISCAL AUDIT-RELATED ALL OTHER
YEAR AUDIT FEES FEES TAX FEES FEES
------ ---------- ------------- -------- ---------

Equity Fund 2003 $33,000 $4,000 $2,600 $0
2004 $38,700 $4,000 $2,600 $0

Growth Fund 2003 $27,500 $4,000 $2,600 $0
2004 $24,700 $4,000 $2,600 $0

LAMCO & LAMCO Affiliates (relating directly
to the operating and financial reporting
of the Equity Fund) 2003 $0 $0 $0
2004 $0 $0 $0

LAMCO & LAMCO Affiliates (relating directly
to the operating and financial reporting
of the Growth Fund) 2003 $0 $0 $0
2004 $0 $0 $0

The aggregate non-audit fees billed by PwC for the fiscal years ended
December 31, 2003 and 2004 for services rendered to: (a) the Equity Fund and
LAMCO and LAMCO Affiliates (providing ongoing services to the Equity Fund) were
$6,600 and $6,600, respectively, and (b) the Growth Fund and LAMCO and LAMCO
Affiliates (providing ongoing services to the Growth Fund) were $6,600 and
$6,600, respectively.

The Audit Committee has determined that the provision by PwC of non-audit
services to LAMCO and/or LAMCO Affiliates that were not pre-approved by the
Committee (because such services were provided prior to the effectiveness of SEC
rules requiring pre-approval or because such services did not relate directly to
the operations and financial reporting of the Fund) was compatible with
maintaining the independence of PwC as the

Fund's independent accountants. Since May 6, 2003, all services provided by PwC
to a Fund, LAMCO or a LAMCO Affiliate that were required to be pre-approved by
the Audit Committee were pre-approved.

INFORMATION ABOUT THE MEETING

Each proxy solicited by the Boards of Trustees/Directors which is properly
executed and returned in time to be voted at the Meeting will be voted at the
Meeting in accordance with the instructions on the proxy. If no specification is
made on a proxy, it will be voted FOR the election as Directors of the Growth
Fund of the nominees named under PROPOSAL 1. Any proxy may be revoked at any
time prior to its use by written notification received by the Funds' Secretary,
by the execution of a later-dated proxy, or by attending the Meeting and voting
in person.

For each Fund, a majority of the shares entitled to vote of the Fund,
outstanding on the record date and entitled to vote, present and in person or
represented by proxy, constitutes a quorum for the transaction of business by
the shareholders of that Fund at the Meeting.

The election of the Directors is by plurality of votes cast by the
shareholders of the growth Fund at the Meeting. Only shareholders of record of a
Fund on March 9, 2005 may vote.

Abstentions and broker non-votes will be counted as present for purposes of
determining whether a quorum is present. If a proposal must be approved by a
percentage of votes cast on the proposal, abstentions and broker non-votes will
not be counted as "votes cast" on the proposal and will have no effect on the
result of the vote. If a proposal must be approved by a percentage of shares
present at the meeting or of the Funds' outstanding shares, abstentions and
broker non-votes will have the effect of votes against the proposal. "Broker
non-votes" occur where: (i) shares are held by brokers or nominees, typically in
"street name"; (ii) instructions have not been received from the beneficial
owners or persons entitled to vote the shares; and (iii) the broker or nominee
does not have discretionary voting power on a particular matter.

In the event a quorum is present at the Meeting, but sufficient votes to
approve a proposal have not been received or in the discretion of such persons,
the persons named as proxies may propose one or more adjournments of the Meeting
to permit further solicitation of proxies. A shareholder vote may be taken on
one or more of the proposals referred to above prior to such adjournment if
sufficient votes have been received and it is otherwise appropriate. Any such
adjournment will require the affirmative vote of a majority of those shares
present at the Meeting (including abstentions and broker non-votes) in person or
by proxy. If a quorum is present, the persons named as proxies will vote those
proxies that they are entitled to vote FOR any such proposal in favor of such
adjournment and will vote those proxies required to be voted for rejection of
such proposal against any such adjournment. In the event of an adjournment, no
notice is required other than, in the case of the Growth Fund, an announcement
at the meeting at which adjournment is taken.

All shareholders of record of a Fund on March 9, 2005 are entitled to one
vote for each share held. To the knowledge of the Funds, on the record date for
the Meeting, no shareholder owned beneficially, as defined by Rule 13d-3 under
the Securities Exchange Act of 1934, more than 5% of the outstanding shares of
either Fund.

In addition, the Trustees, Directors and officers of each Fund, in the
aggregate, owned less than 1% of each Fund's outstanding shares as of the record
date. As of the record date, there were 147,565,343 outstanding shares of
beneficial interest of Equity Fund and 26,173,977 outstanding shares of common
stock of Growth Fund.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Funds'
Trustees/Directors and officers and persons who own more than ten percent of the
Funds' outstanding shares and certain officers and directors of LAMCO
(collectively, "Section 16 reporting persons") to file with the SEC initial
reports of beneficial ownership and reports of changes in beneficial ownership
of Fund shares. Section 16 reporting persons are required by SEC regulations to
furnish the Funds with copies of all Section 16(a) forms they file. To the
Funds' knowledge, based solely on a review of the copies of such reports
furnished to the Funds and on representations made, all Section 16 reporting
persons complied with all Section 16(a) filing requirements applicable to them.

OTHER INFORMATION

THE FUNDS' ANNUAL REPORTS AND ANY SUBSEQUENT QUARTERLY REPORTS OF THE FUNDS
WERE PREVIOUSLY SENT TO SHAREHOLDERS. YOU CAN OBTAIN A COPY OF THESE REPORTS
WITHOUT CHARGE BY WRITING TO LAMCO AT ONE FINANCIAL CENTER, MAIL STOP:
MA5-515-10-24, BOSTON, MA 02111-2621, OR BY CALLING 1-800-241-1850.

SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS

Under the SEC's proxy rules, shareholder proposals meeting tests contained
in those rules may, under certain conditions, be included in the Funds' proxy
material for a particular annual shareholders meeting. Under the foregoing proxy
rules, proposals submitted for inclusion in the proxy material for the 2006
Annual Meeting must be received by the Funds on or before December 5, 2005. The
fact that the Funds receive a shareholder proposal in a timely manner does not
ensure its inclusion in its proxy material, since there are other requirements
in the proxy rules relating to such inclusion. You may submit shareholder
proposals to the Secretary of the Funds, One Financial Center, Boston, MA
02111-2621.

Shareholders who wish to make a proposal at a Fund's 2006 Annual Meeting
that will not be included in the Funds' proxy materials must notify the Fund on
or before February 17, 2006. If a shareholder who wishes to submit a proposal
fails to timely notify the Fund, the proxies solicited for the meeting will have
discretionary authority to vote on the shareholder's proposal if it is properly
brought before the meeting. If a shareholder makes a timely notification, the
proxies may still exercise discretionary voting authority under circumstances
consistent with the SEC's proxy rules.

APPENDIX A

LIBERTY ALL-STAR EQUITY FUND
LIBERTY ALL-STAR GROWTH FUND, INC.

AUDIT COMMITTEE CHARTER
adopted on February 8, 2005

I. PURPOSE

This Charter has been adopted by the Audit Committee of the Board of
Directors/Trustees (the "Board") of each investment company named above (each, a
"Fund"). The primary function of the Audit Committee is to assist the Board in
fulfilling certain of its responsibilities. This Charter sets forth the duties
and responsibilities of the Audit Committee.

The Audit Committee serves as an independent and objective party to monitor
the Fund's accounting policies, financial reporting and internal control system,
and the work of the Fund's independent auditors. The Audit Committee also serves
to provide an open avenue of communication among the independent auditors, the
internal accounting staff of the Fund's investment adviser (the "Adviser") and
the Board.

- Management has the primary responsibility to establish and maintain
systems for accounting, reporting and internal controls, which functions
may be delegated to an accounting service agent, provided management
provides adequate oversight.

- The independent auditors have the primary responsibility to plan and
implement proper audits, with proper consideration given to internal
controls, of the Fund's accounting and reporting practices.

The Audit Committee shall assist Board oversight of (1) the integrity of
the Fund's financial statements, (2) the Fund's compliance with legal and
regulatory requirements, (3) the independent auditors' qualifications and
independence, and (4) the performance of the Adviser's internal audit function
and independent auditors. The Audit Committee may have additional functions and
responsibility as deemed appropriate by the Board and the Audit Committee.

Although the Audit Committee has the responsibilities and powers set forth
in this Charter, it is not the duty of the Audit Committee to plan or conduct
audits nor to determine that the Fund's financial statements are complete or
accurate or have been prepared in accordance with generally accepted accounting
principles. That is the responsibility of management and the independent
auditors. Nor is it the duty of the Audit Committee to assure compliance with
laws, regulations or any code of ethics approved or adopted by the Board.

II. COMPOSITION

The Audit Committee shall be comprised of three or more independent board
members. For purposes of this Charter, a board member shall be deemed to be
independent if he or she (1) is not an "interested person" of the Fund, as that
term is defined in the Investment Company Act of 1940, (2) has not accepted,
directly or indirectly, any consulting, advisory or other compensatory fee from
the Fund except for services as a Board member, (3) is free from any
relationship that, in the opinion of the Board, would interfere with the
exercise of his or her independent judgment as a member of the Audit Committee,
and (4) meets the independence requirements set forth in New York Stock Exchange
Rule 303.01(B)(3) or the applicable rule of any other exchange on which shares
of the Fund are listed.

Each member of the Audit Committee shall be financially literate, or shall
become so within a reasonable period of time after his or her appointment to the
Audit Committee. At least one member shall have accounting or related financial
management expertise.

The members of the Audit Committee shall be appointed by the Board and
shall serve at the pleasure of the Board. Unless a Chair is appointed by the
Board, the members of the Audit Committee may designate a Chair by majority
vote.

A-1

III. MEETINGS

The Audit Committee shall meet as frequently and at such times as
circumstances dictate. Special meetings (including telephonic meetings) may be
called by the Chair or a majority of the members of the Audit Committee upon
reasonable notice to the other members of the Audit Committee.

IV. RESPONSIBILITIES AND DUTIES

To fulfill its responsibilities and duties, the Audit Committee shall:

A. CHARTER. Review this Charter annually and recommend any proposed
changes to the Board.

B. INTERNAL CONTROLS.

1. Review annually with management and the independent auditors their
separate evaluations of the adequacy and effectiveness of the Fund's
system of internal controls.

2. Review with management and the independent auditors:

a. any significant audit findings related to the Fund's systems for
accounting, reporting and internal controls; and

b. any recommendations for the improvement of internal control
procedures or particular areas where new or more detailed controls
or procedures are desirable.

C. INDEPENDENT AUDITORS.

1. SELECTION AND OVERSIGHT. Be directly responsible for the
appointment, compensation, retention and oversight of the work of the
independent auditors (including resolution of disagreements between
management and the independent auditors regarding financial
reporting) for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the Fund. Any
such engagement shall be pursuant to a written engagement letter
approved by the Audit Committee. The independent auditors shall
report directly to the Audit Committee.

2. PRE-APPROVAL OF NON-AUDIT SERVICES TO THE FUND. Except as provided
below, pre-approve any engagement of the Fund's independent auditors
to provide any services to the Fund (other than the "prohibited
non-audit services" specified below), including the fees and other
compensation to be paid for such services, unless the engagement to
render such services is entered into pursuant to pre-approval
policies and procedures established by the Audit Committee that are
detailed as to the particular service (provided the Audit Committee
is informed of each such service).(1) The Audit Committee may
designate from time to time one or more of its members acting singly
or together, as the Audit Committee may designate, to pre-approve
such services on behalf of the Audit Committee. Unless and until the
Audit Committee designates otherwise, the Chair of the Audit
Committee may grant such pre-approval. Any such delegated
pre-approval shall be reported to the Audit Committee by the member
or members exercising such delegated authority at the next meeting of
the Audit Committee.

-------------------------------
(1) Pre approval of non-audit services to a Fund is not required, if:
a. the services were not recognized by management at the time of the
engagement as non-audit services;
b. the aggregate fees for all such non-audit services provided to the Fund
are less than 5% of the total fees paid by the Fund to its independent
auditors during the fiscal year in which the non-audit services are
provided; and
c. such services are promptly brought to the attention of the Audit
Committee by management, and the Audit Committee or its delegate approves
them prior to the completion of the audit.
A-2

The independent auditors shall not perform any of the following
non-audit services for the Fund ("prohibited non-audit services"):

a. Bookkeeping or other services related to the accounting records or
financial statements of the Fund;

b. Financial information systems design and implementation;

c. Appraisal or valuation services, fairness opinions or
contribution-in-kind reports;

d. Actuarial services;

e. Internal audit outsourcing services;

f. Management functions or human resources;

g. Broker or dealer, investment adviser or investment banking
services;

h. Legal services or expert services unrelated to the audit; and

i. Any other services that the Public Company Accounting Oversight
Board determines are impermissible.

3. PRE-APPROVAL OF CERTAIN NON-AUDIT SERVICES TO THE ADVISER AND ITS
AFFILIATES. Except as provided below, pre-approve any engagement of
the Fund's independent auditors to provide any services to the
Adviser (not including any sub adviser whose role is primarily
portfolio management and is subcontracted or overseen by the Adviser)
or any entity controlling, controlled by or under common control with
the Adviser that provides ongoing services to the Fund if the
engagement relates directly to the operations or financial reporting
of the Fund, including the fees and other compensation to be paid to
the independent auditors.(1) The Audit Committee may designate from
time to time one or more of its members acting singly or together, as
the Audit Committee may designate, to pre-approve such services on
behalf of the Audit Committee. Unless and until the Audit Committee
designates otherwise, the Chair of the Audit Committee may grant such
pre-approval. Any such delegated pre-approval shall be reported to
the Audit Committee by the member or members exercising such
delegated authority at the next meeting of the Audit Committee.

4. AUDITOR INDEPENDENCE. On an annual basis, request, receive in
writing and review the independent auditors' specific representations
as to their independence, including identification of all significant
relationships the auditors have with the Fund, management, any
affiliates and any material service provider to the Fund and
recommend that the Board take appropriate action, if any, in response
to the independent auditors' report to satisfy itself as to the
independent auditors' independence.

5. AUDIT SCOPE. Meet with the independent auditors and management to
review the arrangements for and scope of proposed audits for the
current year and the audit procedures to be utilized.

6. AUDIT RESULTS. At the conclusion of an audit, meet with the
independent auditors and management to review the audit results,
including any comments or recommendations of the independent auditors
or management regarding their assessment of significant risks or
exposures and the steps taken by

-------------------------------
(1) Pre approval of such non-audit services to the Adviser or an affiliate of
the Adviser is not required, if:
a. the services were not recognized by management at the time of the
engagement as non-audit services;
b. the aggregate fees for all such non-audit services provided to the
Adviser and all entities controlling, controlled by or under common
control with the Adviser are less than 5% of the total fees for non-audit
services requiring pre-approval under Section IVC2 or 3 of this Charter
paid by the Fund, the Adviser and all such other entities to its
independent auditors during the fiscal year in which the non-audit
services are provided; and
c. such services are promptly brought to the attention of the Audit
Committee by management and the Audit Committee or its delegate approves
them prior to the completion of the audit.
A-3

management to minimize such risks to the Fund, any audit problems or
difficulties and management's response, and any deviations from the
proposed scope of the audit previously presented to the Audit
Committee.

7. MANAGEMENT LETTER. Review any management letter prepared by the
independent auditors and management's response to any such letter.

8. FINANCIAL STATEMENTS. Review with management and the independent
auditors the Fund's audited annual financial statements and quarterly
unaudited financial statements, including any discussion or analysis
of the Fund's financial condition and results of operations, and,
recommend to the Board, if appropriate, that the audited financial
statements be included in the Fund's annual report to shareholders
required by Section 30(e) of the Investment Company Act of 1940 and
Rule 30d-1 thereunder.

9. AUDITOR REPORT. On an annual basis, obtain and review a report by
the independent auditors describing the independent auditors'
internal quality-control procedures and any material issues raised by
the independent auditors' most recent internal quality-control review
or peer review, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years, respecting
one or more independent audits carried out by the independent
auditors, and any steps taken to deal with any such issues.

D. FINANCIAL REPORTING PROCESSES.

Meet separately and periodically with management and the independent
auditors, and, if the Audit Committee so desires, with internal auditors (or
other personnel responsible for the internal audit function), and review the
matters that the auditors believe should be communicated to the Committee in
accordance with auditing professional standards.

E. AUTHORITY.

1. INFORMATION. Have direct access to management and personnel
responsible for the Fund's accounting and financial reporting or for
the Fund's internal controls, as well as to the independent auditors
and the Fund's other service providers.

2. INVESTIGATION. Have the authority to investigate any other matter
brought to its attention within the scope of its duties and, in its
discretion, to engage independent legal counsel and other advisers,
as it determines necessary to carry out its duties. The Audit
Committee may request any officer or employee of the Adviser, the
Fund's independent auditors, or outside counsel to attend any meeting
of the Audit Committee or to meet with any member of, or consultants
to, the Audit Committee.

3. FUNDING. Be provided with appropriate funding by the Fund, as
determined by the Audit Committee, for the payment of (a)
compensation to any independent auditors engaged for the purpose of
preparing or issuing an audit report or performing other audit,
review or attest services for the Fund, (b) compensation to any
adviser employed by the Audit Committee, and (c) ordinary
administrative expenses of the Audit Committee that are necessary or
appropriate in carrying out its duties.

4. CODE OF ETHICS. Have the authority to review any violations under
the Columbia Management Group Family of Funds Code of Ethics for
Principal Executive and Senior Financial Officers brought to its
attention by the Chief Legal Officer and review any waivers sought by
a covered officer under that code.

F. OTHER RESPONSIBILITIES.

1. REPORT TO THE BOARD. Report regularly its significant activities to
the Board and make such recommendations with respect to any matter
herein as the Audit Committee may deem necessary or appropriate.

A-4

2. PRESS RELEASES. Discuss press releases issued by the Fund to the
extent they are related to financial information of the Fund.

3. AUDIT COMMITTEE REPORT. Prepare an audit committee report as
required by the Securities and Exchange Commission to be included in
the annual proxy statement.

4. WHISTLEBLOWER PROCEDURES. Establish procedures for the receipt,
retention and treatment of complaints received by the Fund or the
Adviser regarding accounting, internal accounting controls or audit
matters, and for the confidential anonymous, submission by any
employee of the Fund, the Adviser or its affiliates of concerns
regarding questionable accounting or auditing matters.

5. RISK POLICIES. Discuss policies with respect to risk assessment and
risk management.

6. HIRING POLICIES. If the Fund proposes to employ any current or
former employee of the independent auditors, set clear policies for
hiring any such person.

7. MINUTES. Maintain minutes of its meetings.

8. PERFORMANCE EVALUATION. Evaluate its performance annually.

9. NECESSARY ACTIVITIES. Perform any other activities consistent with
this Charter, the Fund's governing documents and governing law as the
Audit Committee or the Board deems necessary or appropriate.

A-5

[ALL-STAR GROWTH FUND, INC. LOGO]
C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

DETACH HERE ZLBG71

| 3704
|
--

_
PLEASE MARK |
[X] VOTES AS IN
THIS EXAMPLE.

--------------------------------------------------------------------------------
LIBERTY ALL-STAR GROWTH FUND, INC.
--------------------------------------------------------------------------------

1. To elect two Directors of the Fund (Item 1 of Notice).
Nominees: (01) John A. Benning and (02) William E. Mayer

FOR WITHHELD
ALL [ ] [ ] FROM ALL
NOMINEES NOMINEES

[ ] ---------------------------------------
For all nominees except as noted above

2. In their discretion, upon such other business as may properly come before
the Meeting and any adjournments, thereof.

Mark box at right if an address change has been noted [ ]
on the reverse side of this card.

Please sign exactly as your name(s) appear(s) above. Corporate proxies should be
signed by an authorized officer.

Signature: Date: Signature: Date:
------------ ---------- -------------- ----------

DETACH HERE ZLBG72

LIBERTY ALL-STAR GROWTH FUND, INC.

PROXY SOLICITED BY THE BOARD OF DIRECTORS OF LIBERTY ALL-STAR GROWTH FUND, INC.

PROXY FOR 2005 ANNUAL MEETING OF SHAREHOLDERS

The undersigned, revoking previous proxies, hereby appoints Heidi A. Hoefler and
David A. Rozenson, or any one or more of them, attorneys, with power of
substitution, to vote all shares of Liberty All-Star Growth Fund, Inc. (the
"Fund") which the undersigned is entitled to vote at the 2005 Annual Meeting of
the Fund to be held in Conference Room A, 2nd Floor, One Financial Center,
Boston, Massachusetts on April 29, 2005 at 10:00 a.m. and at any adjournments
thereof. All powers may be exercised by a majority of said proxy holders or
substitutes voting or acting or, if only one votes or acts, then by that one.
The undersigned directs said proxy holders to vote as specified upon the
proposals shown below, each of which is described in the proxy statement for the
Meeting, receipt of which is acknowledged.

SAID PROXIES WILL VOTE THIS PROXY AS DIRECTED, OR IF NO DIRECTION IS INDICATED,
FOR ALL PROPOSALS.

--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE. PLEASE DO NOT FOLD, STAPLE OR MUTILATE CARD.
--------------------------------------------------------------------------------

HAS YOUR ADDRESS CHANGED?

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

[ALL-STAR EQUITY FUND LOGO]
C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694

DETACH HERE ZLBE21

| 3703
|
-- --
|
PLEASE MARK |
[X] VOTES AS IN
THIS EXAMPLE.

--------------------------------------------------------------------------------
LIBERTY ALL-STAR EQUITY FUND
--------------------------------------------------------------------------------

FOR AGAINST ABSTAIN
1. In their discretion, upon such business as may [ ] [ ] [ ]
properly come before the Meeting and any
adjournment thereof.

Mark box at right if an address change has been noted [ ]
on the reverse side of this card.

Please sign exactly as your name(s) appear(s) above. Corporate proxies should be
signed by an authorized officer.

Signature: Date: Signature: Date:
------------- --------- --------------- ----------

DETACH HERE ZLBE22

LIBERTY ALL-STAR EQUITY FUND

PROXY SOLICITED BY THE BOARD OF TRUSTEES OF LIBERTY ALL-STAR EQUITY FUND

PROXY FOR 2005 ANNUAL MEETING OF SHAREHOLDERS

The undersigned, revoking previous proxies, hereby appoints Heidi A. Hoefler and
David A. Rozenson, or any one or more of them, attorneys, with power of
substitution, to vote all shares of Liberty All-Star Equity Fund (the "Fund")
which the undersigned is entitled to vote at the 2005 Annual Meeting of the Fund
to be held in Conference Room A, 2nd Floor, One Financial Center, Boston,
Massachusetts on April 29, 2005 at 9:00 a.m. and at any adjournments thereof.
All powers may be exercised by a majority of said proxy holders or substitutes
voting or acting or, if only one votes or acts, then by that one. The
undersigned directs said proxy holders to vote as specified upon the proposals
shown below, each of which is described in the proxy statement for the Meeting,
receipt of which is acknowledged.

SAID PROXIES WILL VOTE THIS PROXY AS DIRECTED, OR IF NO DIRECTION IS INDICATED,
FOR ALL PROPOSALS.

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PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
PLEASE DO NOT FOLD, STAPLE OR MUTILATE CARD.
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