-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FwSLmyfCbs8/a9UiRpzBmDAcnEo7WmPsHrR6+6205p4OX2vwhFqF0AQlaxnwtAqh 1eQrgbbFzqXnA734VGTmQw== 0001462180-11-000001.txt : 20110105 0001462180-11-000001.hdr.sgml : 20110105 20110105091327 ACCESSION NUMBER: 0001462180-11-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110105 DATE AS OF CHANGE: 20110105 GROUP MEMBERS: ANDREW DAKOS GROUP MEMBERS: BROOKLYN CAPITAL MANAGEMENT LLC GROUP MEMBERS: BULLDOG INVESTORS GROUP MEMBERS: PHILLIP GOLDSTEIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIBERTY ALL STAR GROWTH FUND INC. CENTRAL INDEX KEY: 0000786035 IRS NUMBER: 521452208 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84682 FILM NUMBER: 11509067 BUSINESS ADDRESS: STREET 1: C/O ALPS FUND SERVICES, INC. STREET 2: P.O. BOX 328 CITY: DENVER STATE: CO ZIP: 80201-0328 BUSINESS PHONE: 303.623.2577 MAIL ADDRESS: STREET 1: C/O ALPS FUND SERVICES, INC. STREET 2: P.O. BOX 328 CITY: DENVER STATE: CO ZIP: 80201-0328 FORMER COMPANY: FORMER CONFORMED NAME: LIBERTY ALL STAR GROWTH FUND INC /MD/ DATE OF NAME CHANGE: 19960612 FORMER COMPANY: FORMER CONFORMED NAME: ALLMON CHARLES TRUST INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GROWTH STOCK OUTLOOK TRUST INC DATE OF NAME CHANGE: 19910807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bulldog Investors CENTRAL INDEX KEY: 0001462180 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PARK 80 WEST PLAZA TWO STREET 2: SUITE 750 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 BUSINESS PHONE: 201 556-0092 MAIL ADDRESS: STREET 1: PARK 80 WEST PLAZA TWO STREET 2: SUITE 750 CITY: SADDLE BROOK STATE: NJ ZIP: 07663 SC 13D/A 1 thirda.txt SCHEDULE 13D DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 12/27/2010 1. NAME OF REPORTING PERSON Bulldog Investors, Brooklyn Capital Management LLC., Phillip Goldstein and Andrew Dakos 2. CHECK THE BOX IF MEMBER OF A GROUP a[X] b[] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) AND 2(e) [] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA ___________________________________________________________ 7. SOLE VOTING POWER 3,443,159 8. SHARED VOTING POWER 139,200 9. SOLE DISPOSITIVE POWER 3,582,359 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 3,582,359 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 11.91% 14. TYPE OF REPORTING PERSON IA _______________________________________________________ Item 1. SECURITY AND ISSUER This statement constitutes Amendment #6 to the schedule 13d filed February 19, 2010. Except as specifically set forth herein, the Schedule 13d remains unmodified. Item 4. PURPOSE OF TRANSACTION See exhibit A. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER As per the Form N-Q filed on November 23,2009 there were 30,080,350 shares of common stock outstanding as of 09/30/09 The percentage set forth in item 5 was derived using such number. Bulldog Investors, Brooklyn Capital Management LLC., Phillip Goldstein and Andrew Dakos beneficially own an aggregate of 3,582,359 shares of ASG or 11.91% of the outstanding shares.Power to dispose of and vote securities resides either with Mr. Goldstein, Mr. Dakos or with clients. c) During the last 60 days the following shares of ASG were bought or sold. Sold: Date Shares Price 11/05/10 11,807 4.0700 11/09/10 8,434 4.0100 Bought: Date Shares Price 11/23/10 1,828 3.9500 11/29/10 21,874 4.0000 11/30/10 6,500 4.0200 12/06/10 4,079 4.1500 12/07/10 10,000 4.2000 12/09/10 7,800 4.1900 12/16/10 37,713 4.1508 12/20/10 1,394 4.1700 12/28/10 1,591 4.2069 01/04/11 9,500 4.2400 d) Beneficiaries of managed accounts are entitled to receive any dividends or sales proceeds. e) NA ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exibit A After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: 01/05/2011 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos EXHIBIT A: Park 80 West, Plaza Two, 250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663 914-747-5262 // pgoldstein@bulldoginvestors.com December 27, 2010 Stephanie Barres Secretary Liberty All-Star Growth Fund, Inc. 1290 Broadway, Suite 1100 Denver, Colorado 80203 Dear Ms. Barres: My wife and I beneficially own 27,083 shares of Liberty All-Star Growth Fund, Inc. (the "Fund") which we acquired since May 15, 2009. Our shares are held in a jointly owned stock brokerage account at Grace Financial group that is custodied at Goldman Sachs. Inclusive of the foregoing, certain members of my family, my clients, affiliates and I beneficially own in aggregate 3,571,068 common shares, all of which were acquired since May 15, 2009. The nominee holders for these shares are JP Morgan Chase and U.S. Bancorp. Please be advised that I intend to appear in person or by proxy to nominate the two persons named below for election as directors of the Fund at the 2011 annual meeting of shareholders. Phillip Goldstein (born 1945); Park 80 West, Plaza Two, 250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663. Since 1992, Mr. Goldstein has been an investment advisor and a principal of the general partner of six investment partnerships in the Bulldog Investors group of private funds. Since 2009, he has been a principal of Brooklyn Capital Management, the investment adviser to Special Opportunities Fund. He is a director of the following closed-end funds: Mexico Equity and Income Fund since 2000, Brantley Capital Corporation since 2001, ASA Ltd since 2008, Special Opportunities Fund since 2009 and Korea Equity Fund since 2010. Andrew Dakos (born 1966); Park 80 West, Plaza Two, 250 Pehle Avenue, Suite 708, Saddle Brook, NJ 07663. Mr. Dakos is a self-employed investment advisor and a principal of the general partner of six investment partnerships in the Bulldog Investors group of funds. Since 2009, he has been a principal of Brooklyn Capital Management, the investment adviser to Special Opportunities Fund. He is a director of the Mexico Equity and Income Fund since 2001, Special Opportunities Fund since 2009 and Brantley Capital Corporation intermittently since 2005 (and currently). The above nominees have consented to being named in the proxy statement and to serve as directors of the Fund if elected. They are not interested persons of the Fund and there are no arrangements or understandings between me and the above nominees nor do I know of any material conflicts of interest that would prevent them from acting in the best interest of the Fund. In addition, I intend to submit the following two proposals: 1. The advisory agreement between the Fund and ALPS Advisors, Inc. shall be terminated. 2. The board of directors should consider affording all shareholders an opportunity to realize net asset value for their shares. The reason for the first proposal is that I believe the net fees paid to ALPS for selecting and monitoring the Fund's investment managers is excessive. The reason for the second proposal is self-evident. I and/or my affiliates intend to solicit proxies from all shareholders of the Fund. Please notify me immediately if you need any further information. Thank you. Very truly yours, Phillip Goldstein -----END PRIVACY-ENHANCED MESSAGE-----