LIBERTY ALL-STAR GROWTH FUND, INC.
Federal Reserve Plaza
Boston, Massachusetts 02210
(617) 722-6000
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 17, 1996
To the Shareholders of Liberty ALL-STAR Growth Fund, Inc.:
NOTICE IS HEREBY GIVEN that the 1996 Annual Meeting of
Shareholders of Liberty ALL-STAR Growth Fund, Inc. ("ALL-STAR
Growth") will be held in the New England Room, 4th Floor, Federal
Reserve Plaza, 600 Atlantic Avenue, Boston, Massachusetts, on
April 17, 1996 at 2:00 p.m., Boston time. The purpose of the
Meeting is to consider and act upon the following matters:
1. To elect two Directors of ALL-STAR Growth.
2. To approve the Portfolio Management Agreement with
Mississippi Valley Advisors Inc.
3. To ratify the selection by the Board of Directors of
KPMG Peat Marwick LLP as ALL-STAR Growth's independent auditors
for the year ending December 31, 1996.
4. To transact such other business as may properly come
before the Meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on
February 23, 1996 as the record date for the determination of the
shareholders of ALL-STAR Growth entitled to notice of, and to
vote at, the Meeting and any adjournments thereof.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ALL THE
PROPOSALS.
By order of the Board of Directors
John L. Davenport, Secretary
YOUR VOTE IS IMPORTANT--PLEASE RETURN YOUR PROXY PROMPTLY.
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. WE URGE
YOU, WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING 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.
February 28, 1996
LIBERTY ALL-STAR GROWTH FUND, INC.
PROXY STATEMENT
Annual Meeting of Shareholders
April 17, 1996
This Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of
Liberty ALL-STAR Growth Fund, Inc. ("ALL-STAR Growth") to be used
at the Annual Meeting of Shareholders of ALL-STAR Growth to be
held on April 17, 1996 at 2:00 p.m. Boston time in the New
England Room, 4th Floor, Federal Reserve Plaza, 600 Atlantic
Avenue, Boston, Massachusetts, and at any adjournments thereof
(such meeting and any adjournments being referred to as the
"Meeting").
The solicitation of proxies for use at the Meeting is being
made primarily by the mailing on or about February 29, 1996 of
this Proxy Statement and the accompanying proxy. Supplementary
solicitations may be made by mail, telephone, telegraph or
personal interview by officers and Directors of ALL-STAR Growth
and officers and employees of Liberty Asset Management Company
and its affiliates. In addition, ALL-STAR Growth has retained
Corporate Investor Communications, Inc. as agent to coordinate
the distribution of proxy material to and the return of proxies
from banks, brokers, nominees and other custodians at a fee of
$4,000. The expenses in connection with preparing this Proxy
Statement and of the solicitation of proxies for the Meeting will
be paid by ALL-STAR Growth. ALL-STAR Growth will reimburse
brokerage firms and others for their expenses in forwarding
solicitation material to the beneficial owners of shares. This
Proxy Statement is accompanied by ALL-STAR Growth's 1995 Annual
Report to Shareholders.
Background
Prior to June 1, 1994, Growth Stock Outlook, Inc. ("GSO"), a
company owned by Mr. Charles Allmon and his wife, provided ALL-STAR
Growth (then known as "The Charles Allmon Trust, Inc.") with
management and investment advisory services. Pursuant to an Asset
Acquisition and Fund Management Transition Agreement dated February 9,
1994 among GSO, Mr. Allmon and Liberty Asset Management Company
("Liberty Assert Management"), Liberty Asset Management entered into a
Fund Management Agreement with ALL-STAR Growth pursuant to which
Liberty Asset Management beginning June 1, 1994 assumed corporate
management and administrative responsibilities for the Fund, and
provided its multi-management services described under Proposal 2 -
The Multi-Manager Concept below with respect to an initial amount
equal to 20% of the Fund's total net assets. GSO continued to provide
investment management for the remaining 80% of the Fund's net assets.
The Fund Management Agreement with Liberty Asset Management, as well
as the Portfolio Management Agreements with the three independent
portfolio management firms ("Portfolio Managers") recommended by
Liberty Asset Management for the 20% of the Fund's assets under its
supervision, were approved by the shareholders of ALL-STAR Growth on
May 27, 1994.
On November 6, 1995, following shareholder approval on June 13,
1995, new agreements were entered into pursuant to which Liberty Asset
Management and the three initial Portfolio Managers assumed full
investment responsibilities for ALL-STAR Growth, the Fund's investment
objective was changed to long-term capital appreciation, its name was
changed to "Liberty ALL-STAR Growth Fund, Inc.", and its Board of
Directors was reconstituted. ALL-STAR Growth's prior investment
management agreement with GSO was terminated.
The Meeting,- ALL-STAR Growth's first Annual Meeting following
the transition of full investment responsibilities to Liberty Asset
Management referred to above,- is being held to vote on the matters
described below.
PROPOSAL 1. ELECTION OF DIRECTORS
ALL-STAR Growth's Board of Directors is divided into three
classes, each of which serves for three years. The term of office
of one of the classes expires at the final adjournment of the
Annual Meeting of Shareholders (or special meeting in lieu
thereof) each year. Unless authority is withheld, the enclosed
proxy will be voted for the election of Harold W. Cogger and
Robert J. Birnbaum as Directors to hold office until the final
adjournment of the 1998 and 1999 Annual Meetings of Shareholders
(or special meeting in lieu thereof), respectively, or until
their respective successors are elected. Mr. Birnbaum has served
as a Director since November 6, 1995, and Mr. Cogger has been
nominated for election for the first time. They have consented
to serve as Directors following the Meeting if elected, and are
expected to be able to do so. If either of such nominees 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).
Information about the nominees for election as a Director
follows:
Name/Age and Address Principal Occupation During ALL-STAR Growth
Past Five Years Growth Shares
Owned(1)
Robert J. Birnbaum (Age 68)(2) Retired (since January,
313 Bedford Road 1994); Special Counsel,
Ridgewood, NJ 07405 Dechert, Price & Rhoads,
law firm (September, 1988
to December, 1993);
President and Chief
Operating Officer, New York
Stock Exchange, Inc. (May,
1985 to June, 1988) -0-
Harold W. Cogger * (Age 59) President (since July,
One Financial Center 1993), Chief Executive
Boston, MA 02111 Officer (since March, 1995)
and Director (since March,
1984), Executive Vice
President (October, 1989 to
July, 1993), Colonial
Management Associates,
Inc.; Executive Vice
President, Liberty
Financial Companies, Inc.
(since March, 1995);
President (since October,
1994), Chief Executive
Officer (since March, 1995)
and Director (since
October, 1981), The -0-
The following Directors continue to serve in such capacity
until their terms of office expire and their successors are
elected:
Name/Age and Address Principal Occupation During ALL-STAR Growth
Past Five Years Shares Owned(1)
James E. Grinnell (Age 66)(2) Private investor (since
22 Harbor Avenue November, 1988); Senior
Marblehead, MA 01845 Vice President-Operations,
The Rockport Company,
importer and distributor of
shoes (May, 1986 to
November, 1988). -0-
Richard W. Lowry (Age 59)(2) Private investor (since
10701 Charleston Drive August, 1987); Chairman and
Vero Beach, FL 2963 Chief Executive Officer,
U.S. Plywood Corporation,
manufacturer and
distributor of wood
products (August, 1985 to
August, 1987). -0-
_______________________
(1) On the record date for the Meeting, ALL-STAR Growth's
Directors and officers as a group then beneficially owned less
than 1% of the outstanding shares of the Fund.
(2) Member of the Audit Committee.
* "Interested person" of ALL-STAR Growth, as defined in the
Investment Company Act of 1940, by reason of his positions with
Liberty Financial Companies, Inc. and its affiliates.
The term of office of Mr. Grinnell will expire on final
adjournment of the Annual Meeting (or special meeting in lieu
thereof) in 1997, and the term of office of Mr. Lowry will expire
on final adjournment of the Annual Meeting (or special meetings
in lieu thereof) in 1998. Messrs. Grinnell and Lowry have served
as Directors of ALL-STAR Growth since May 27, 1994. Messrs.
Birnbaum, Grinnell and Lowry are also trustees of Colonial Trusts
I through VII (the "Colonial Trusts"), the umbrella trusts for an
aggregate of 33 open-end funds (the "Colonial Funds") managed by
Colonial Management Associates, Inc. ("Colonial"), an affiliate
of Liberty Asset Management, five closed-end funds managed by
Colonial (the "Colonial Closed-End Funds"), and LFC Utilities
Trust, an open-end investment company managed by Stein Roe &
Farnham Incorporated, another affiliate of Liberty Asset
Management. Messrs. Birnbaum, Grinnell and Lowry are also
trustees, and Mr. Cogger is a nominee for trustee, of the Liberty
ALL-STAR Equity Fund, another closed-end multi-managed fund
managed by Liberty Asset Management.
During 1995 the full Board of Directors of ALL-STAR Growth
held five meetings, and the Audit Committee met once. All
Directors other than Gilbert M. Grosvenor, who served as a
Director until November 6, 1995, attended 75% or more of the
aggregate number of meetings held by the Board and, if a member,
the Audit Committee during the period each served as a member
thereof.
The Audit Committee makes recommendations to the full Board
as to the firm of independent accountants to be selected, reviews
the methods, scope and results of audits and fees charged by such
accountants, and reviews ALL-STAR Growth's internal accounting
procedures and controls. ALL-STAR Growth has no nominating or
compensation committee.
COMPENSATION
Liberty Asset Management Company, or its affiliates, pay the
compensation of all the officers of ALL-STAR Growth. For 1995,
ALL-STAR Growth paid each independent Director an annual fee of
$6,500, plus $900 for each meeting attended (in the case of
Directors residing outside the Washington, D.C. metropolitan
area), or $650 for each meeting attended (in the case of
Directors residing within such area). (Effective January 1,
1996, all independent Directors will receive an annual fee of
$5,000, plus $1,200 per meeting attended, with a minimum of
$11,000 per annum, plus out-of-pocket expenses related to
attendance at meetings.) The total fees accrued to the
independent Directors during the year ended December 31, 1995
were $62,175, and out-of-pocket expenses related to their
attendance at meetings were $3,530.
The following table shows, for the year ended December 31,
1995, the compensation received from ALL-STAR Growth for service
as a Director by each person who served as a Director during such
year, and the aggregate compensation paid to each of Messrs.
Birnbaum, Grinnell and Lowry for service on the Board of
Directors of ALL-STAR Growth and the Board of Trustees of the
Colonial Trusts, the Colonial Closed-End Funds, LFC Utilities
Trust and the Liberty ALL-STAR Equity Fund, Inc. (of which
Messrs. Birnbaum, Grinnell and Lowry are also trustees), and
Liberty Newport World Portfolio ("Liberty World") (of which Mr.
Lowry was a director). ALL-STAR Growth has no bonus, profit
sharing or retirement plans.
Total Compensation from ALL-
STAR Growth, the Colonial
Trusts, the Colonial Closed-
End Funds, LFC Utilities
Trust, Liberty ALL-STAR
Aggregate Compensation Equity Fund and Liberty
Name From ALL-STAR Growth World
Charles Allmon(1) -0- -0-
Robert J. Birnbaum(2) $ 2,675 $ 90,825(3)
Richard R. Christensen(2) -0- -0-
Richard E. Carlson(1) $ 6,950 $ 6,950
William E. Colby(1) $ 11,750 $ 11,750
James E. Grinnell $ 8,900 $ 97,050(3)
Gilbert M. Grosvenor(1) $ 7,450 $ 7,450
Atlee Kohl(1) $ 7,850 $ 7,850
Richard W. Lowry $ 8,750 $ 100,400(3)
The Hon. Endicott Peabody(1) $ 7,850 $ 7,850
_________________
(1) Director until November 6, 1995.
(2) Director since November 6, 1995
(3) On March 27, 1995, four of the funds of Liberty Financial
Trust, of which Messrs. Birnbaum, Grinnell and Lowry were then
trustees, were merged into existing Colonial Funds, and a fifth
Liberty Financial Fund was reorganized as a new Colonial Fund.
On April 21, 1995 Messrs. Birnbaum, Grinnell and Lowry were
elected as trustees of the Colonial Trusts and the Colonial
Closed-End Funds. They remain as trustees of Liberty Financial
Trust (now Colonial Trust VII), which is the umbrella trust for
the Colonial Newport Tiger Fund, and of the LFC Utilities Trust.
Mr. Lowry served as a Director of Liberty World until February
26, 1995.
Officers
The following are the executive officers of ALL-STAR Growth.
Name/Age and Address Position Principal Occupation
with Fund During Past Five Years
Richard R. Christensen (Age 62) Chairman President of Liberty
Liberty Asset Management Asset Management
Company Company (since January,
600 Atlantic Avenue 1995); President of
Boston, MA 02210 Liberty Investment
Services, Inc. (April,
1987 to March 27, 1995).
William R. Parmentier (Age 43) President Senior Vice President
Liberty Asset Management and Chief Investment
Company Officer of Liberty
600 Atlantic Avenue Asset Management
Boston, MA 02210 Company (since May,
1995); Vice President,
Liberty All-Star Equity
Fund (since October,
1995); Consultant
(October, 1994 to May,
1995); President, GQ
Asset Management, Inc.
(July, 1993 to October
1994); Assistant
Treasurer, Grumman
Corporation (December,
1974 to July, 1993)
Peter L. Lydecker (Age 42) Treasurer Vice President of
Colonial Management and Colonial Management
Associates, Inc. Controller Associates, Inc.
One Financial Center (formerly Assistant Vice
Boston, MA 02111 President); Controller
of the Colonial Funds
and the Colonial Closed-
End Funds (formerly
Assistant Controller)
John L. Davenport (Age 59) Secretary Vice President and
Federal Reserve Plaza Associate General
600 Atlantic Avenue Counsel of Liberty
Boston, MA 02210 Financial Companies,
Inc. and predecessor
(since January, 1984)
Mr. Christensen was appointed Chairman on November 6, 1995;
Mr. Parmentier was appointed President effective November 6,
1995; Mr. Lydecker was appointed Treasurer and Controller
effective May 11, 1995; and Mr. Davenport was appointed Secretary
effective May 27, 1994. Mr. Christensen also serves as President
and a trustee of the Stein Roe Variable Investment Trust and the
Keyport Variable Investment Trust, other investment companies
managed by affiliates of Liberty Asset Management; Mr. Lydecker
serves as Controller of Keyport Variable Trust; and Messrs.
Christensen, Lydecker and Parmentier serve as officers of the
Liberty ALL-STAR Equity Fund. Each officer serves at the
pleasure of the Board of Directors.
PROPOSAL 2. TO APPROVE THE PORTFOLIO MANAGEMENT AGREEMENT WITH
MISSISSIPPI VALLEY ADVISORS INC.
The Multi-Manager Concept
ALL-STAR Growth allocates its portfolio assets on an
approximately equal basis among a number of independent
investment management firms ("Portfolio Managers") recommended by
Liberty Asset Management, - currently three in number, - each of
which employs a different investment style, and periodically
rebalances its portfolio among the Portfolio Managers so as to
maintain an approximately equal allocation of the portfolio among
them throughout all market cycles. The Portfolio Managers
recommended by Liberty Asset Management represent a blending of
different investment styles which, in its opinion, is appropriate
for ALL-STAR Growth's investment objective.
New Portfolio Manager
Effective November 6, 1995 ALL-STAR Growth's investment
objective was changed by vote of its shareholders to long-term
capital appreciation, without the prior secondary investment
objective of current income and emphasis on preservation of
capital. Liberty Asset Management determined that the Fund's new
investment objective would be better served by replacing the
value style of Cooke & Bieler, Inc., one of the Fund's prior
Portfolio Managers, with a Portfolio Manager having a growth
style emphasizing smaller capitalization stocks. Liberty Asset
Management first analyzed information regarding the personnel and
investment process of a large number of investment management
firms practicing a growth investment style emphasizing small to
mid-size capitalization stocks, reducing the number of potential
candidates to 35. Liberty Asset Management then analyzed the
investment portfolio and performance of the 35 candidates in
terms of the consistency of their investment styles, their
performance relative to other portfolio management firms
practicing similar styles, their performance when combined with
the performance of the other two Portfolio Managers of the Fund
relative to appropriate growth fund indices, and other factors,
thereby reducing the number of candidates willing to accept the
proposed portfolio management fee to five. The performance and
portfolios of each of the five finalists when combined with those
of the Fund's other two Portfolio managers were then analyzed in
terms of return, volatility, and portfolio characteristics such
as earnings per share growth, price to earnings ratios, market to
book value ratios, and industry or sector concentration. Other
factors taken into consideration included the length of time the
finalists had been managing portfolios using the designated
investment style and their internal capabilities for stock
analysis and research. Based on the foregoing, Liberty Asset
Management recommended, and the Directors on December 14, 1995
approved, the termination of ALL-STAR Growth's Portfolio
Management Agreement with Cooke & Bieler, Inc. and its
replacement by Mississippi Valley Advisors Inc. ("MVA") effective
January 2, 1996, having determined that entering into the
Portfolio Management Agreement with MVA in advance of ALL-STAR
Growth's 1996 Annual Meeting and without prior shareholder
approval would be in furtherance of ALL-STAR Growth's multi-
management methodology.
MVA, an indirect wholly-owned subsidiary of Mercantile
Bancorporation, Inc., has its principal offices at One Mercantile
Center, Seventh & Washington Streets, St. Louis, Missouri 63101,
and as of December 31, 1995 employed nine equity analysts and had
$7.0 billion in assets under management. See Appendix A for
further information about MVA.
Terms of New Portfolio Management Agreement
The Portfolio Management fee rate and other terms of the
Portfolio Management Agreement with MVA, a copy of which is
attached hereto as Appendix B, are identical in all material
respects to those of ALL-STAR Growth's Portfolio Management
Agreements with its two other Portfolio Managers. Under the
Portfolio Management Agreements (including the Agreement with
MVA), each Portfolio Manager has discretionary investment
authority (including the selection of brokers and dealers for the
execution of ALL-STAR Growth's portfolio transactions) with
respect to the portion of ALL-STAR Growth's assets allocated to
it by Liberty Asset Management from time to time, subject to ALL-
STAR Growth's investment objectives and policies, to the
supervision and control of the Directors and to instructions from
Liberty Asset Management. Under the Agreements, the Portfolio
Managers are required to use their best professional judgment in
making timely investment decisions for ALL-STAR Growth, but will
not be liable for actions taken in good faith without willful
misfeasance or gross negligence.
Under the Portfolio Management Agreements (including the
Agreement with MVA), Liberty Asset Management pays each Portfolio
Manager a quarterly portfolio management fee at the rate of .10%
(.40% annually) of the Portfolio Manager's Percentage (as defined
below) of the average weekly net assets of ALL-STAR Growth up to
and including $125 million, .075% (.30% annually) of the
Portfolio Manager's Percentage of the average weekly net assets
of the Fund exceeding $125 million and up to and including $250
million; and .05% (.20% annually) of the Portfolio Manager's
Percentage of the average weekly net assets of the Fund exceeding
$250 million. "Portfolio Manager's Percentage" means the
percentage obtained by dividing the average weekly net assets of
that portion of the Fund's assets assigned to that Portfolio
Manager by the total of the Fund's average weekly net assets.
If approved by shareholders at the Meeting, the Portfolio
Management Agreement with MVA will remain in effect until
November 6, 1997, and will continue in effect thereafter provided
such continuance is approved at least annually by the Board of
Directors, including a majority of the non-interested Directors,
or by the vote of a "majority of the outstanding voting
securities" (as defined under Required Vote below) of the Fund.
Portfolio Transactions and Brokerage
Each of ALL-STAR Growth's Portfolio Managers, including MVA,
has discretion to select brokers and dealers to execute portfolio
transactions initiated by the Portfolio Manager for the portion
of ALL-STAR Growth'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 Growth provide,
in substance, that 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 Growth.
In addition, the Portfolio Managers, including MVA, in
selecting brokers or dealers to execute particular transactions,
are authorized to consider (and Liberty Asset Management may
request them to consider) research products or services such as
research reports; subscriptions to financial publications and
research compilations; portfolio analyses; economic reports;
compilations of securities prices, earnings, dividends and other
data; computer hardware and software, quotation equipment and
services used for research; and services of economic or other
consultants provided to Liberty Asset Management and the
Portfolio Managers. Research products and services made
available to Liberty Asset Management include performance 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 and performance data; data relating to portfolio
manager changes by pension plan fiduciaries; and related computer
hardware and software, all of which are used by Liberty Asset
Management in connection with its selection and monitoring of
Portfolio Managers, the assembly of an appropriate mix of
investment styles, and the determination of overall portfolio
strategies. Some of these research products and services may
also be used by Liberty Asset Management in connection with its
management of other accounts. In instances where Liberty Asset
Management receives from or through brokers and dealers products
or services which are used both for research purposes and for
administrative or other non-research purposes, Liberty Asset
Management 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.
Required Vote
Approval of the Portfolio Management Agreement with MVA
requires the affirmative vote of a "majority of the outstanding
voting securities" of ALL-STAR Growth which, under the Investment
Company Act of 1940, means the affirmative vote of the lesser of
(a) 67% or more of the shares of ALL-STAR Growth present at the
Meeting or represented by proxy if the holders of more than 50%
of the outstanding shares are present or represented by proxy, or
(b) more than 50% of the outstanding shares. SEE INFORMATION
ABOUT THE MEETING below.
In the event that the shareholders of ALL-STAR Growth fail
to approve the Portfolio Management Agreement with MVA, the
Portfolio Management Agreement will terminate and Liberty Asset
Management will reallocate ALL-STAR Growth's portfolio assets
under management by MVA among one or both of ALL-STAR Growth's
other current Portfolio Managers pending approval of any
Portfolio Management Agreement with a new Portfolio Manager.
The Board of Directors unanimously recommends that the
shareholders vote FOR approval of the Portfolio Management
Agreement with Mississippi Valley Advisors Inc.
PROPOSAL 3. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
By vote of the Board of Directors, including the vote of the
non-interested Directors, the firm of KPMG Peat Marwick LLP has
been selected as independent auditors for ALL-STAR Growth for the
year ending December 31, 1996. Such selection is being submitted
to the shareholders for ratification. The employment of KPMG Peat
Marwick LLP is conditioned on the right of ALL-STAR Growth by
majority vote of its shareholders to terminate such employment.
Such firm has acted as independent auditors for ALL-STAR Growth
since its commencement of operations in 1986.
The services provided by ALL-STAR Growth's independent
auditors include examination of its annual financial statements,
assistance and consultation in connection with Securities and
Exchange Commission filings, and review of ALL-STAR Growth's
annual federal income tax returns. Representatives of KPMG Peat
Marwick LLP are expected to be present at the Meeting and will be
given the opportunity to make a statement if they should so
desire.
OTHER BUSINESS
The Board of Directors knows 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
Board 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
Liberty Asset Management, 600 Atlantic Avenue, Boston,
Massachusetts 02214, is ALL-STAR Growth's Fund Manager. Liberty
Asset Management is an indirect majority-owned subsidiary of
Liberty Mutual Insurance Company, Boston, Massachusetts. Liberty
Asset Management implements and operates ALL-STAR Growth's multi-
manager methodology described under Proposal 2 - The Multi-
Manager Concept above and has overall supervisory responsibility
for the general management and investment of ALL-STAR Growth's
securities portfolio, subject to ALL-STAR Growth's investment
objective and policies and any directions of the Board of
Directors.
Liberty Asset Management is also responsible for the
provision of administrative services to ALL-STAR Growth under the
Fund Management Agreement, including the provision of office
space, shareholder and broker-dealer communications, compensation
of all officers and employees of ALL-STAR Growth who are officers
or employees of Liberty Asset Management or its affiliates, and
supervision of transfer agency, dividend disbursing, custodial
and other services provided by others. Certain of Liberty Asset
Management's administrative responsibilities to ALL-STAR Growth
have been delegated to its affiliate, Colonial Management
Associates, Inc.
Under the terms of the exemptive order issued to ALL-STAR
Growth and Liberty Asset Management by the Securities and
Exchange Commission, a portfolio management agreement with a new
or additional portfolio manager recommended by Liberty Asset
Management, as well as a new portfolio management agreement with
an existing Portfolio Manager or its successor following a sale
or other change of control of the Portfolio Manager, may be
entered into an 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 Growth's agreements with its other Portfolio Managers,
and that its continuance is subject to approval by shareholders
at ALL-STAR Growth's regularly scheduled annual shareholder
meeting next following the date of the new or additional
portfolio management agreement.
The names and addresses of ALL-STAR Growth's current
Portfolio Managers, in addition to MVA, are as follows:
Oppenheimer Capital Provident Investment
Oppenheimer Tower Counsel, Inc.
World Financial Center 300 North Lake Avenue
New York, NY 10281 Pasadena, CA 91101
INFORMATION ABOUT THE MEETING
All proxies solicited by the Board of Directors which are
properly executed and returned in time to be voted at the Meeting
will be voted at the Meeting in accordance with the instructions
thereon. If no specification is made on a proxy, it will be
voted FOR the election of the nominees listed under Proposal 1 as
Directors, FOR approval of the Portfolio Management Agreement
with Mississippi Valley Advisors Inc. (Proposal 2), and FOR
ratification of the Board's selection of ALL-STAR Growth's
independent auditors for 1996 (Proposal 3). Any proxy may be
revoked at any time prior to its use by written notification
received by ALL-STAR Growth's Secretary, by the execution of a
later-dated proxy, or by attending the Meeting and voting in
person.
The election of Directors is by plurality vote, approval of
the Portfolio Management Agreement with Mississippi Valley
Advisors Inc. requires the affirmative vote of the lesser of (i)
a majority of the outstanding shares of the Fund, or (ii) 67% or
more of the shares of the Fund represented at the Meeting if more
than 50% of the outstanding shares of the Fund are present or
represented by proxy at the Meeting, and ratification of the
selection of ALL-STAR Growth's independent auditors requires the
affirmative vote of a majority of the votes cast at the Meeting.
Only shareholders of record may vote.
Broker-dealer firms holding ALL-STAR Growth shares in
"street name" for the benefit of their customers and clients will
request the instructions of such customers and clients on how to
vote their shares on each proposal before the Meeting. ALL-STAR
Growth understands that, under the rules of the New York Stock
Exchange, if no instructions have been received prior to the date
specified in such broker-dealer firm's request for voting
instructions, the broker-dealer firms may grant authority to the
proxies designated by ALL-STAR Growth to vote for the election of
Directors, for approval of the Portfolio Management Agreement
with Mississippi Valley Advisors Inc., and for the ratification
of the selection of ALL-STAR Growth's independent auditors.
The shares as to which ALL-STAR Growth is granted authority
by broker-dealer firms to vote on the election of Directors, as
well as shares as to which properly executed proxies are returned
by the record shareholders, will be counted as represented at the
Meeting. Because of the effect of the New York Stock Exchange
rules referred to above, the failure of any ALL-STAR Growth
shareholder whose shares are held in "street name" by a broker-
dealer firm to timely furnish his or her instructions on how to
vote such shares on the election of Directors, approval of the
Portfolio Management Agreement with Mississippi Valley Advisors
Inc., and the ratification of the selection of independent
auditors will have the same effect as a vote for such proposals.
The withholding of a vote on the election of Directors will have
no effect. An abstention on the approval of the Portfolio
Management Agreement with Mississippi Valley Advisors Inc. or the
ratification of the selection of auditors will not constitute a
vote "for" or "against" such matter and will be disregarded in
determining the "votes cast" on such matter, but the shares
represented thereby will be considered to be present at the
Meeting for the purpose of determining the presence of a quorum.
All shareholders of record on February 23, 1996 are entitled
to one vote for each share held. As of that date 11,339,096
shares of common stock of ALL-STAR Growth were issued and
outstanding. To the knowledge of ALL-STAR Growth, 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 ALL-STAR Growth on that
date.
In the event a quorum is present but votes sufficient for
approval of any proposals recommended by the Directors have not
been received, those proxies that have been received may be voted
on adjournment of the Meeting in a manner considered to be
consistent with the intention of the shareholders submitting such
proxies.
Compliance with Section 16(a) of the Securities Exchange Act of
1934
Section 16(a) of the Exchange Act requires ALL-STAR Growth's
Directors and officers and persons who own more than ten percent
of ALL-STAR Growth's outstanding shares (collectively, "Section
16 reporting persons"), to file with the Securities and Exchange
Commission ("SEC") initial reports of ownership and reports of
changes in ownership of ALL-STAR Growth shares. Section 16
reporting persons are required by SEC regulations to furnish ALL-
STAR Growth with copies of all Section 16(a) forms they file.
To ALL-STAR Growth's knowledge, based solely on a review of
the copies of such reports furnished to ALL-STAR Growth and on
representations that no other reports were required, during the
year ended December 31, 1995, the Section 16 reporting persons
complied with all Section 16(a) filing requirements applicable to
them, except that Mr. Christensen's initial statement of
beneficial ownership of securities on Form 3, his statements of
changes in beneficial ownership on Form 4 for the month of April,
1995 with respect to one transaction in the Fund's shares and for
the month of June, 1995 with respect to five transactions, and
Messrs. Birnbaum's and Lydecker's initial statements of
beneficial ownership of securities on Form 3 were filed late.
SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS
Under the proxy rules of the Securities and Exchange
Commission, shareholder proposals meeting tests contained in
those rules may, under certain conditions, be included in ALL-
STAR Growth's proxy material for a particular annual shareholders
meeting. Under the foregoing proxy rules, proposals submitted
for inclusion in the proxy material for the 1997 Annual Meeting
must be received by ALL-STAR Growth on or before October 31,
1996. The fact that ALL-STAR Growth receives 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.
February 28, 1996
Appendix A
Information about Mississippi Valley Advisors Inc.
Mississippi Valley Advisors Inc.
One Mercantile Center
Seventh & Washington Streets
St. Louis, Missouri 63101
Mississippi Valley Advisors, Inc. ("MVA") is a wholly-owned
subsidiary of Mercantile Bank of St. Louis N.A., which in turn is
a wholly-owned subsidiary of Mercantile Bancorporation Inc., a
New York Stock Exchange listed bank holding company. MVA's
principal executive officer is John H. Blixen, II and its
directors are Messrs. Blixen and Gene E. Gillespie, Ralph W.
Webster, III, W. Randolph Adams, Jr., Charles C. Hager, Jr.,
David C. Higgins and Carroll F. McMahon. The principal
occupation of the directors other than Messrs. Adams, Hager,
Higgins and McMahon are as executive officers of MVA. Mr. Adams
is Chairman of Mercantile Bank of St. Louis N.A. (One Mercantile
Center, St. Louis, Missouri, 63101); Mr. Hager is Executive Vice
President and Chief Operating Officer of Hager Hinge Company (139
Victor Street, St. Louis, Missouri, 63104); Mr. Higgins is a
retired trade union executive (320 Aaron Drive, Belleville,
Illinois 62220); and Mr. McMahon is President of Loy-Lange Box
Company (222 Russell Boulevard, St. Louis, Missouri 63104).
The following table sets forth certain information regarding
registered investment companies with investment objectives
similar to ALL-STAR Growth's managed by MVA:
Approximate Net Advisory Fee
Assets as of 12/31/95 as % of Average
Name of Fund (in millions) Annual Net Assets
ARCH Growth & $359.7 .55%
Income Portfolio
ARCH Emerging $177.0 .75%
Growth Portfolio
Although MVA reduced its fees to these funds in the early
period of their operations, MVA is not currently waiving or
reducing its compensation for either fund.
Appendix B
PORTFOLIO MANAGEMENT AGREEMENT
January 2, 1996
Mississippi Valley Advisors Inc.
One Mercantile Center, Suite 2100
St. Louis, MO 63101
Re: Portfolio Management Agreement
Gentlemen:
Liberty ALL-STAR Growth Fund, Inc. (the "Fund") is a diversified
closed-end investment company registered under the Investment Company
Act of 1940 (the "Act"), and is subject to the rules and regulations
promulgated thereunder.
Liberty Asset Management Company (the "Fund Manager") evaluates
and recommends portfolio managers for the assets of the Fund, and is
responsible for the day-to-day administration of the Fund.
1. Employment as a Portfolio Manager. The Fund being duly
authorized hereby employs Mississippi Valley Advisors Inc. (the
"Portfolio Manager") as a discretionary portfolio manager, on the
terms and conditions set forth herein, of that portion of the Fund's
assets which the Fund Manager determines to assign to the Portfolio
Manager (those assets being referred to as the "Portfolio Manager
Account"). The Fund Manager may, from time to time, allocate and
reallocate the Fund's assets among the Portfolio Manager and the other
portfolio managers of the Fund's assets.
2. Acceptance of Employment; Standard of Performance. The
Portfolio Manager accepts its employment as a discretionary portfolio
manager and agrees to use its best professional judgment to make
timely investment decisions for the Portfolio Manager Account in
accordance with the provisions of this Agreement.
3. Portfolio Management Services of Portfolio Manager. In
providing portfolio management services to the Portfolio Manager
Account, the Portfolio Manager shall be subject to the investment
objectives, policies and restrictions of the Fund as set forth in its
current Registration Statement under the Act, as the same may be
modified from time to time (the "Registration Statement"), and the
investment restrictions set forth in the Act and the Rules thereunder
(as and to the extent set forth in the Registration Statement or in
other documentation furnished to the Portfolio Manager by the Fund or
the Fund Manager), to the supervision and control of the Board of
Directors of the Fund, and to instructions from the Fund Manager. The
Portfolio Manager shall not, without the prior approval of the Fund or
the Fund Manager, effect any transactions which would cause the
Portfolio Manager Account, treated as a separate fund, to be out of
compliance with any of such restrictions or policies.
4. Transaction Procedures. All portfolio transactions for the
Portfolio Manager Account will be consummated by payment to or
delivery by the custodian of the Fund (the "Custodian"), or such
depositories or agents as may be designated by the Custodian in
writing, as custodian for the Fund, of all cash and/or securities due
to or from the Portfolio Manager Account, and the Portfolio Manager
shall not have possession or custody thereof or any responsibility or
liability with respect to such custody. The Portfolio Manager shall
advise and confirm in writing to the Custodian all investment orders
for the Portfolio Manager Account placed by it with brokers and
dealers at the time and in the manner set forth in Schedule A hereto
(as amended from time to time by the Fund Manager). The Fund shall
issue to the Custodian such instructions as may be appropriate in
connection with the settlement of any transaction initiated by the
Portfolio Manager. The Fund shall be responsible for all custodial
arrangements and the payment of all custodial charges and fees, and,
upon giving proper instructions to the Custodian, the Portfolio
Manager shall have no responsibility or liability with respect to
custodial arrangements or the acts, omissions or other conduct of the
Custodian.
5. Allocation of Brokerage. The Portfolio Manager shall have
authority and discretion to select brokers and dealers to execute
portfolio transactions initiated by the Portfolio Manager for the
Portfolio Manager Account, and to select the markets on or in which
the transaction will be executed.
A. In doing so, the Portfolio Manager's primary
responsibility shall be to seek to obtain best net price and
execution for the Fund. However, this responsibility shall not
obligate the Portfolio Manager to solicit competitive bids for
each transaction or to seek the lowest available commission cost
to the Fund, so long as the Portfolio Manager reasonably believes
that the broker or dealer selected by it can be expected to
obtain a "best execution" market price on the particular
transaction and determines in good faith that the commission cost
is reasonable in relation to the value of the brokerage and
research services (as defined in Section 28(e)(3) of the
Securities Exchange Act of 1934) provided by such broker or
dealer to the Portfolio Manager viewed in terms of either that
particular transaction or of the Portfolio Manager's overall
responsibilities with respect to its clients, including the Fund,
as to which the Portfolio Manager exercises investment
discretion, notwithstanding that the Fund may not be the direct
or exclusive beneficiary of any such services or that another
broker may be willing to charge the Fund a lower commission on
the particular transaction.
B. Subject to the requirements of paragraph A above, the
Fund Manager shall have the right to request that transactions
giving rise to brokerage commissions, in an amount to be agreed
upon by the Fund Manager and the Portfolio Manager, shall be
executed by brokers and dealers that provide brokerage or
research services to the Fund Manager, or as to which an on-going
relationship will be of value to the Fund in the management of
its assets, which services and relationship may, but need not, be
of direct benefit to the Portfolio Manager Account.
C. The Portfolio Manager shall not execute any portfolio
transactions for the Portfolio Manager Account with a broker or
dealer which is an "affiliated person" (as defined in the Act) of
the Fund, the Portfolio Manager or any other Portfolio Manager of
the Fund without the prior written approval of the Fund. The Fund
Manager will provide the Portfolio Manager with a list of brokers
and dealers which are "affiliated persons" of the Fund or its
Portfolio Managers.
6. Proxies. The Fund will vote or direct the voting of all
proxies solicited by or with respect to the issuers of securities in
which assets of the Portfolio Manager Account may be invested from
time to time. At the request of the Fund, the Portfolio Manager shall
provide the Fund with its recommendations as to the voting of such
proxies.
7. Fees for Services. The compensation of the Portfolio Manager
for its services under this Agreement shall be calculated and paid by
the Fund Manager in accordance with the attached Schedule C. Pursuant
to the Fund Management Agreement between the Fund and the Fund
Manager, the Fund Manager is solely responsible for the payment of
fees to the Portfolio Manager from the fund management fees paid to it
by the Fund, and the Portfolio Manager agrees to seek payment of its
fees solely from the Fund Manager.
8. Other Investment Activities of Portfolio Manager. The Fund
acknowledges that the Portfolio Manager or one or more of its
affiliates has investment responsibilities, renders investment advice
to and performs other investment advisory services for other
individuals or entities ("Client Accounts"), and that the Portfolio
Manager, its affiliates or any of its or their directors, officers,
agents or employees may buy, sell or trade in any securities for its
or their respective accounts ("Affiliated Accounts"). Subject to the
provisions of paragraph 2 hereof, the Fund agrees that the Portfolio
Manager or its affiliates may give advice or exercise investment
responsibility and take such other action with respect to other Client
Accounts and Affiliated Accounts which may differ from the advice
given or the timing or nature of action taken with respect to the
Portfolio Manager Account, provided that the Portfolio Manager acts in
good faith, and provided further, that it is the Portfolio Manager's
policy to allocate, within its reasonable discretion, investment
opportunities to the Portfolio Manager Account over a period of time
on a fair and equitable basis relative to the Client Accounts and the
Affiliated Accounts, taking into account the cash position and the
investment objectives and policies of the Fund and any specific
investment restrictions applicable thereto. The Fund acknowledges that
one or more Client Accounts and Affiliated Accounts may at any time
hold, acquire, increase, decrease, dispose of or otherwise deal with
positions in investments in which the Portfolio Manager Account may
have an interest from time to time, whether in transactions which
involve the Portfolio Manager Account or otherwise. The Portfolio
Manager shall have no obligation to acquire for the Portfolio Manager
Account a position in any investment which any Client Account or
Affiliated Account may acquire, and the Fund shall have no first
refusal, coinvestment or other rights in respect of any such
investment, either for the Fund Account or otherwise.
9. Limitation of Liability. The Portfolio Manager shall not be
liable for any action taken, omitted or suffered to be taken by it in
its reasonable judgment, in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement, or in accordance with (or in the absence of)
specific directions or instructions from the Fund, provided, however,
that such acts or omissions shall not have resulted from the Portfolio
Manager's willful misfeasance, bad faith or gross negligence, a
violation of the standard of care established by and applicable to the
Portfolio Manager in its actions under this Agreement or breach of its
duty or of its obligations hereunder (provided, however, that the
foregoing shall not be construed to protect the Portfolio Manager from
liability in violation of Section 17(i) of the Act).
10. Confidentiality. Subject to the duty of the Portfolio
Manager and the Fund to comply with applicable law, including any
demand of any regulatory or taxing authority having jurisdiction, the
parties hereto shall treat as confidential all information pertaining
to the Portfolio Manager Account and the actions of the Portfolio
Manager and the Fund in respect thereof.
11. Assignment. This Agreement shall terminate automatically in
the event of its assignment, as that term is defined in Section
2(a)(4) of the Act. The Portfolio Manager shall notify the Fund in
writing sufficiently in advance of any proposed change of control, as
defined in Section 2(a)(9) of the Act, as will enable the Fund to
consider whether an assignment as defined in Section 2(a)(4) of the
Act will occur, and whether to take the steps necessary to enter into
a new contract with the Portfolio Manager.
12. Representations, Warranties and Agreements of the Fund. The
Fund represents, warrants and agrees that:
A. The Portfolio Manager has been duly appointed to provide
investment services to the Portfolio Manager Account as
contemplated hereby.
B. The Fund will deliver to the Portfolio Manager a true and
complete copy of the Registration Statement as effective from
time to time and such other documents governing the investment of
the Portfolio Manager Account and such other information as is
necessary for the Portfolio Manager to carry out its obligations
under this Agreement.
13. Representations, Warranties and Agreements of the Portfolio
Manager. The Portfolio Manager represents, warrants and agrees that:
A. It is registered as an "Investment Adviser" under the
Investment Advisers Act of 1940 ("Advisers Act").
B. It will maintain, keep current and preserve on behalf of
the Fund, in the manner required or permitted by the Act and the
Rules thereunder, the records identified in Schedule B (as
Schedule B may be amended from time to time by the Fund Manager).
The Portfolio Manager agrees that such records are the property
of the Fund, and will be surrendered to the Fund promptly upon
request.
C. It will adopt a written code of ethics complying with the
requirements of Rule l7j-l under the Act and will provide the
Fund with a copy of the code of ethics and evidence of its
adoption. Within 45 days of the end of each year while this
Agreement is in effect, an officer or general partner of the
Portfolio Manager shall certify to the Fund that the Portfolio
Manager has complied with the requirements of Rule l7j-l during
the previous year and that there has been no violation of its
code of ethics or, if such a violation has occurred, that
appropriate action was taken in response to such violation. Upon
the written request of the Fund, the Portfolio Manager shall
permit the Fund to examine the reports required to be made by the
Portfolio Manager under Rule l7j-l(c)(l).
D. Upon request, the Portfolio Manager will promptly supply
the Fund with any information concerning the Portfolio Manager
and its stockholders, employees and affiliates which the Fund may
reasonably require in connection with the preparation of its
Registration Statement or amendments thereto, proxy material,
reports and other documents required to be filed under the Act,
the Securities Act of 1933, or other applicable securities laws.
14. Amendment. This Agreement may be amended at any time, but
(except for Schedules A and B which may be amended by the Fund Manager
acting alone) only by written agreement among the Portfolio Manager,
the Fund Manager and the Fund, which amendment, other than amendments
to Schedules A and B, is subject to the approval of the Board of
Directors and the Shareholders of the Fund as and to the extent
required by the Act.
15. Effective Date; Term. This Agreement shall continue in
effect until November 6, 1997 and shall continue in effect thereafter
provided such continuance is specifically approved at least annually
by (i) the Fund's Board of Directors or (ii) a vote of a "majority"
(as defined in the Act) of the Fund's outstanding voting securities,
provided that in either event such continuance is also approved by a
majority of the Board of Trustees who are not "interested persons" (as
defined in the Act) of any party to this Agreement, by vote cast in
person at a meeting called for the purpose of voting on such approval,
and provided further that, in accordance with the conditions of the
application of the Fund and the Fund Manager for an exemption from
Section 15(a) of the Act (Rel. Nos. IC 20772 and 20824), the
continuance of this Agreement following the regularly scheduled annual
meeting of the shareholders of the Fund next following the date of
this Agreement shall be subject to approval at such meeting by such
"majority" vote of the Fund's outstanding voting securities. The
aforesaid requirement that continuance of this Agreement be
"specifically approved at least annually" shall be construed in a
manner consistent with the Act and the Rules and Regulations
thereunder.
16. Termination. This Agreement may be terminated by any party,
without penalty, immediately upon written notice to the other parties
in the event of a breach of any provision thereof by a party so
notified, or otherwise upon not less than thirty (30) days' written
notice to the Portfolio Manager in the case of termination by the Fund
or the Fund Manager, or ninety (90) days' written notice to the Fund
and the Fund Manager in the case of termination by the Portfolio
Manager, but any such termination shall not affect the status,
obligations or liabilities of any party hereto to the other parties.
17. Applicable Law. To the extent that state law is not
preempted by the provisions of any law of the United States heretofore
or hereafter enacted, as the same may be amended from time to time,
this Agreement shall be administered, construed and enforced according
to the laws of the Commonwealth of Massachusetts.
18. Severability. If any term or condition of this Agreement
shall be invalid or unenforceable to any extent or in any application,
then the remainder of this Agreement, and such term or condition
except to such extent or in such application, shall not be affected
thereby, and each and every term and condition of this Agreement shall
be valid and enforced to the fullest extent and in the broadest
application permitted by law.
LIBERTY ALL-STAR GROWTH FUND, INC.
By: /s/ Peter L. Lydecker
Title: Treasurer
LIBERTY ASSET MANAGEMENT COMPANY
By: /s/ John A. Benning
Title: Vice President
ACCEPTED:
MISSISSIPPI VALLEY ADVISORS INC.
By: /s/ Ralph Webster
Title: Executive Associate
SCHEDULES: A. Operational Procedures For Portfolio Transactions (not
included)
B. Record Keeping Requirements (not included)
C. Fee Schedule
SCHEDULE C
PORTFOLIO MANAGER FEE
For services provided to the Portfolio Manager Account, the Fund
Manager will pay to the Portfolio Manager, on or before the fifth
business day of each calendar quarter, a fee for the previous calendar
quarter at the rate of:
.10% (.40% annually) of the Portfolio Manager's Percentage (as
defined below) of the average weekly net assets of the Fund up to
and including $125 million;
.075% (.30% annually) of the Portfolio Manager's Percentage of
the average weekly net assets of the Fund exceeding $125 million
and up to and including $250 million; and
.05% (.20% annually) of the Portfolio Manager's Percentage of the
average weekly net assets of the Company exceeding $250 million.
Each quarterly payment set forth above shall be based on the
average weekly net assets during such previous calendar quarter. The
fee for the period from the date this Agreement becomes effective to
the end of the calendar quarter will be prorated according to the
proportion that such period bears to the full quarterly period. Upon
any termination of this Agreement before the end of a calendar
quarter, the fee for the part of that calendar quarter during which
this Agreement was in effect shall be prorated according to the
proportion that such period bears to the full quarterly period and
will be payable upon the date of termination of this Agreement. For
the purpose of determining fees payable to the Portfolio Manager, the
value of the Fund's net assets will be computed at the times and in
the manner specified in the Registration Statement as from time to
time in effect.
"Portfolio Manager's Percentage" means the percentage obtained by
dividing the average weekly net assets in the Portfolio Manager
Account by the Fund's average weekly net assets.
The undersigned, revoking previous proxies, hereby appoints Richard R.
Christensen, John A. Benning and John L. Davenport, 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
1996 Annual Meeting of the Fund to be held in the New England Room, 4th Floor,
Federal Reserve Plaza, 600 Atlantic Avenue, Boston, Massachusetts on April 17,
1996 at 2:00 P.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.
PROXY PROXY
LIBERTY ALL-STAR GROWTH FUND, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS OF LIBERTY ALL-STAR GROWTH FUND, INC.
FOR 1996 ANNUAL MEETING
The undersigned, revoking previous proxies, hereby appoints Richard R.
Christensen, John A. Benning and John L. Davenport, 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 1996 Annual Meeting of the Fund to be held in
the New England Room, 4th Floor, Federal Reserve Plaza, 600 Atlantic
Avenue, Boston, Massachusetts on April 17, 1996 at 2:00 P.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. This undersigned directs said proxy holders to
vote as specified upon the proposals shown on the reverse side, 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 proposals 1, 2 and 3 unless authority to do so is
specifically withheld in the manner provided, and will use their
discretion with respect to any matters referred to in Item 4.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the reverse side
of this card. Joint owners should each sign personally. Trustees and
other fiduciaries should indicate the capacity in which they sign, and
where more than one name appears, a majority must sign. If a
corporation, this signature should be that of an authorized officer who
should state his or her title.
X PLEASE MARK VOTES AS IN THIS EXAMPLE
- ---
1. Election of Directors. ____FOR ____ WITHHOLD ___FOR ALL EXCEPT
Nominee - Robert J. Birnbaum (1999 Class)
Nominee - Harold W. Cogger (1998 Class)
If you do not wish to vote your shares for any individual nominee, mark
the "FOR ALL EXCEPT" box and strike a line through the nominee's name in the
list above.
2. Approval of portfolio management agreement with Mississippi Valley
Advisors, Inc. ____FOR _____AGAINST _____ABSTAIN
3. Ratification of selection of independent public auditors.
____FOR ____AGAINST ____ABSTAIN
4. In their discretion, upon such other business as may properly come before
the Meeting.
Please be sure to sign and date this Proxy. Date:
Shareholder sign here Co-owner sign here
