FORM OF AMENDMENT TO PRICING AND BOOKKEEPING AGREEMENT

         This Amendment is made and entered into this 1st day of July, 2001 by
 and between Liberty All-Star Equity Fund (the "Fund") and Colonial
Management Associates, Inc. ("Colonial"), a Massachusetts corporation.

         WHEREAS, the Fund and Colonial previously entered into a Pricing and
Bookkeeping Agreement dated January 1, 1996, as amended (the "Agreement"); and

         WHEREAS, the parties desire to amend the compensation provision of the
 Agreement and add provision that allows Colonial to delegate its
responsibilities under the Agreement.

         NOW, THEREFORE, in consideration of the mutual covenants and
agreements of the parties hereto as herein set forth, the parties covenant and
agree as follows:

1.       Paragraph 4 (Compensation) of the Agreement is amended and restated in
its entirety as follows:

               "4.  Compensation.  The Fund will pay Colonial a monthly fee
                    consisting of a Flat Fee plus an Asset-Based Fee, as
                    follows:

                  (a) "Flat Fee."  An annual fee of $10,000, paid monthly; plus

                  (b) "Asset-Based Fee."  For any month that the Fund has
                       average net assets of more than $50 million, a
                       fee equal to the average net assets of the Fund for that
                       month multiplied by the Asset-Based Fee
                       Rate.  The "Asset-Based Fee Rate" shall be calculated as
                       follows:

                       [(2 x $105,000) - (2 x $10,000)]   /   (average monthly
                        net assets of the Fund plus average
                        month net assets of the Liberty All-Star Growth Fund)

               The Fund also shall reimburse Colonial for any and all
               out-of-pocket expenses and charges, including fees
               payable to third parties for pricing the Fund's portfolio
               securities, in performing services under this Agreement."

2.       The following provision shall be added as paragraph 10 of the
         Agreement:

               "10.  Use of Affiliated Companies and Subcontractors.  In
                     connection with the services to be provided by Colonial
                     under this Agreement, Colonial may, to the extent it deems
                     appropriate, and subject to compliance with the
                     requirements of applicable laws and regulations and upon
                     receipt of approval of the Trustees, make use of (i) its
                     affiliated companies and their directors, trustees,
                     officers, and employees and (ii) subcontractors selected
                     by Colonial, provided that Colonial shall supervise and
                     remain fully responsible for the services of all such
                     third parties in accordance with and to the extent
                     provided by this Agreement.  Except as otherwise provided
                     in paragraph 4 herein, all costs and expenses associated
                     with services provided by any such third parties shall be
                     borne by Colonial or such parties."

         A copy of the  document  establishing  the Trust is filed  with the
         Secretary  of The  Commonwealth  of  Massachusetts.  This Agreement is
         executed by officers not as  individuals  and is not binding upon any
         of the Trustees,  officers or  shareholders of the Trust individually
         but only upon the assets of the Fund.

         IN WITNESS WHEREOF,  the parties hereto, intending to be legally bound
hereby,  have executed and delivered this Agreement as of the date first
written above.




                                            LIBERTY ALL-STAR EQUITY FUND

                                            By:_______________________________
                                                     Name:
                                                     Title:

                                            COLONIAL MANAGEMENT ASSOCIATES, INC.

                                            By:_______________________________
                                                     Name:
                                                     Title:
























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