Matters submitted for vote of security holders
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(a) An Annual Meeting of Shareholders (Meeting) of the Liberty All-Star
Growth Fund, Inc. (Fund) was held on April 19, 2000. (see attached
proxy statement).
(b) The Fund's shareholders elected Messrs. James E. Grinnell and John J.
Neuhauser as the Directors to hold office until the final adjournment of
the Annual Meeting of Shareholders for the year 2003. The Fund's Board of
Directors also consists of Robert J. Birnbaum,Richard W. Lowry and
William E. Mayer.
(c)(1a)The Fund's shareholders voted to approve the conversion of the Fund from
a closed-end investment company to an open-end investment company, as
follows
For Against Abstain Del Non-Vote
--- ------- ------- ------------
2,726,446.544 5,728,163.454 495,145.540 4,648,230.000
(c)(1b)The Fund's shareholders voted to approve a Distribution Plan (plan),
but the plan will not take effect since the conversion of the Fund to
an open-end investment company was not approved, as follows;
For Against Abstain Del Non-Vote
--- ------- ------- ------------
7,484,200.804 1,128,124.763 337,430.971 4,648,29.000
(c)(1c) The Fund's shareholders voted to approve the Fund's Portfolio
Management Agreement with M.A. Weatherbie & Co., Inc., as follows;
For Against Abstain
--- ------- -------
12,891,119.863 398,210.046 308,655.629
(c)(1d) The Fund's shareholders voted to approve a new Portfolio Management
Agreement with Oppenheimer Capital which will replace the current
Portfolio Management Agreement which will terminate upon change in
control of Oppenheimer Capital upon acquisition by Allianz AG,
as follows;
For Against Abstain
--- ------- -------
12,901,450.543 375,580.368 320,954.627
(c)(2) The Fund's shareholders voted to ratify the selection of
PricewaterhouseCoopers LLP as independent auditors for the year ending
December 31, 2000, as follows:
For Against Abstain
--- ------- -------
13,195,390.569 230,070.313 172,524.656
(d) Not applicable.
