N-Q 1 fp0016824_nq.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-04537

LIBERTY ALL-STAR GROWTH FUND, INC.
(Exact name of registrant as specified in charter)

1290 Broadway, Suite 1100, Denver, Colorado 80203
(Address of principal executive offices) (Zip code)

Alex J. Marks
ALPS Fund Services, Inc.
1290 Broadway, Suite 1100
Denver, Colorado 80203
 (Name and address of agent for service)

Registrant’s telephone number, including area code: (303) 623-2577

Date of fiscal year end: December 31

Date of reporting period: July 31, 2015 – September 30, 2015


Item 1 – Schedule of Investments.
 
Liberty All-Star® Growth Fund
Schedule of Investments
As of September 30, 2015 (unaudited)
 
   
SHARES
   
MARKET VALUE
 
COMMON STOCKS (97.21%)
       
CONSUMER DISCRETIONARY (16.64%)
 
Auto Components (0.39%)
 
Gentherm, Inc.(a)
   
10,897
   
$
489,493
 
                 
Diversified Consumer Services (1.42%)
 
2U, Inc.(a)
   
13,939
     
500,410
 
Nord Anglia Education, Inc.(a)
   
62,947
     
1,279,713
 
             
1,780,123
 
Hotels, Restaurants & Leisure (3.21%)
 
Chuy's Holdings, Inc.(a)
   
37,066
     
1,052,674
 
The Habit Restaurants, Inc., Class A(a)(b)
   
31,855
     
682,016
 
Planet Fitness, Inc., Class A(a)
   
15,720
     
269,441
 
Starbucks Corp.
   
25,370
     
1,442,031
 
Wynn Resorts Ltd.(b)
   
11,050
     
586,976
 
             
4,033,138
 
Internet & Catalog Retail (5.13%)
 
Amazon.com, Inc.(a)
   
3,582
     
1,833,590
 
The Priceline Group, Inc.(a)
   
1,464
     
1,810,763
 
TripAdvisor, Inc.(a)
   
11,500
     
724,730
 
Wayfair, Inc., Class A(a)(b)
   
59,366
     
2,081,372
 
             
6,450,455
 
Leisure Products (0.62%)
 
Polaris Industries, Inc.(b)
   
6,550
     
785,148
 
                 
Media (1.10%)
 
The Walt Disney Co.
   
13,555
     
1,385,321
 
                 
Multiline Retail (0.03%)
 
Ollie's Bargain Outlet Holdings, Inc.(a)
   
2,251
     
36,399
 
                 
Specialty Retail (2.91%)
 
CarMax, Inc.(a)
   
7,900
     
468,628
 
Dick's Sporting Goods, Inc.
   
17,000
     
843,370
 
Francesca's Holdings Corp.(a)
   
20,624
     
252,232
 
Lowe's Cos., Inc.
   
30,400
     
2,095,168
 
             
3,659,398
 
Textiles, Apparel & Luxury Goods (1.83%)
 
Kate Spade & Co.(a)
   
45,450
     
868,549
 
Under Armour, Inc., Class A(a)
   
14,800
     
1,432,344
 
             
2,300,893
 
CONSUMER STAPLES (10.87%)
 
Beverages (2.14%)
 
The Boston Beer Co., Inc., Class A(a)
   
3,950
     
831,909
 


   
SHARES
   
MARKET VALUE
 
COMMON STOCKS (continued)
       
Beverages (continued)
 
Constellation Brands, Inc., Class A
   
8,450
   
$
1,058,025
 
Monster Beverage Corp.(a)
   
5,950
     
804,083
 
             
2,694,017
 
Food & Staples Retailing (2.89%)
 
The Fresh Market, Inc.(a)
   
11,939
     
269,702
 
PriceSmart, Inc.
   
9,954
     
769,842
 
United Natural Foods, Inc.(a)
   
26,050
     
1,263,686
 
Whole Foods Market, Inc.
   
41,990
     
1,328,983
 
             
3,632,213
 
Food Products (4.60%)
 
Blue Buffalo Pet Products, Inc.(a)
   
23,500
     
420,885
 
The Hain Celestial Group, Inc.(a)
   
14,750
     
761,100
 
The Hershey Co.
   
17,104
     
1,571,516
 
Keurig Green Mountain, Inc.
   
11,800
     
615,252
 
Mondelez International, Inc., Class A
   
44,066
     
1,845,043
 
WhiteWave Foods Co.(a)
   
14,100
     
566,115
 
             
5,779,911
 
Household Products (1.24%)
 
Colgate-Palmolive Co.
   
24,480
     
1,553,501
 
                 
ENERGY (3.76%)
 
Energy Equipment & Services (3.76%)
 
Core Laboratories N.V.(b)
   
19,569
     
1,952,986
 
Dril-Quip, Inc.(a)
   
6,366
     
370,629
 
Geospace Technologies Corp.(a)(b)
   
5,984
     
82,639
 
Natural Gas Services Group, Inc.(a)
   
25,120
     
484,816
 
Schlumberger Ltd.
   
26,560
     
1,831,843
 
             
4,722,913
 
FINANCIALS (14.08%)
 
Banks (1.20%)
 
Independent Bank Group, Inc.
   
12,200
     
468,846
 
M&T Bank Corp.
   
8,550
     
1,042,672
 
             
1,511,518
 
Capital Markets (3.40%)
 
Evercore Partners, Inc., Class A
   
14,219
     
714,363
 
Financial Engines, Inc.(b)
   
13,457
     
396,578
 
State Street Corp.
   
23,369
     
1,570,630
 
Virtus Investment Partners, Inc.
   
7,657
     
769,528
 
WisdomTree Investments, Inc.
   
50,750
     
818,598
 
             
4,269,697
 


   
SHARES
   
MARKET VALUE
 
COMMON STOCKS (continued)
       
Commercial Banks (1.24%)
 
Signature Bank(a)
   
11,334
   
$
1,559,105
 
                 
Consumer Finance (1.75%)
 
Visa, Inc., Class A
   
31,500
     
2,194,290
 
                 
Diversified Financial Services (0.69%)
 
MarketAxess Holdings, Inc.
   
9,400
     
873,072
 
                 
Insurance (1.36%)
 
Aon PLC
   
15,120
     
1,339,783
 
Greenlight Capital Re Ltd., Class A(a)
   
11,342
     
252,700
 
United Insurance Holdings Corp.
   
8,549
     
112,419
 
             
1,704,902
 
Real Estate Investment Trusts (1.07%)
 
Equinix, Inc.
   
4,938
     
1,350,049
 
                 
Real Estate Management & Development (1.39%)
 
Colliers International Group, Inc.
   
13,263
     
538,345
 
FirstService Corp.
   
37,529
     
1,211,812
 
             
1,750,157
 
Thrifts & Mortgage Finance (1.98%)
 
BofI Holding, Inc.(a)
   
19,325
     
2,489,640
 
                 
HEALTH CARE (13.53%)
 
Biotechnology (5.90%)
 
ACADIA Pharmaceuticals, Inc.(a)
   
25,527
     
844,178
 
Alkermes PLC(a)
   
10,700
     
627,769
 
Amgen, Inc.
   
13,810
     
1,910,199
 
BioMarin Pharmaceutical, Inc.(a)
   
5,800
     
610,856
 
Incyte Corp.(a)
   
8,350
     
921,255
 
Puma Biotechnology, Inc.(a)
   
6,294
     
474,316
 
Regeneron Pharmaceuticals, Inc.(a)
   
2,340
     
1,088,428
 
Ultragenyx Pharmaceutical, Inc.(a)
   
9,731
     
937,193
 
             
7,414,194
 
Health Care Equipment & Supplies (1.59%)
 
Insulet Corp.(a)
   
30,594
     
792,690
 
Intuitive Surgical, Inc.(a)
   
1,350
     
620,433
 
West Pharmaceutical Services, Inc.
   
11,000
     
595,320
 
             
2,008,443
 
Health Care Providers & Services (2.50%)
 
AAC Holdings, Inc.(a)(b)
   
728
     
16,198
 
Diplomat Pharmacy, Inc.(a)
   
48,490
     
1,393,118
 


   
SHARES
   
MARKET VALUE
 
COMMON STOCKS (continued)
       
Health Care Providers & Services (continued)
 
ExamWorks Group, Inc.(a)
   
54,544
   
$
1,594,866
 
Teladoc Inc.(a)(b)
   
4,681
     
104,339
 
US Physical Therapy
   
702
     
31,513
 
             
3,140,034
 
Health Care Technology (2.86%)
 
athenahealth, Inc.(a)(b)
   
7,633
     
1,017,861
 
Cerner Corp.(a)
   
42,300
     
2,536,308
 
Press Ganey Holdings, Inc.(a)
   
1,324
     
39,177
 
             
3,593,346
 
Life Sciences Tools & Services (0.48%)
 
Illumina, Inc.(a)
   
3,450
     
606,579
 
                 
Pharmaceuticals (0.20%)
 
Aerie Pharmaceuticals, Inc.(a)
   
14,090
     
249,957
 
                 
INDUSTRIALS (12.37%)
 
Aerospace & Defense (0.98%)
 
HEICO Corp.
   
25,197
     
1,231,629
 
                 
Air Freight & Logistics (0.32%)
 
XPO Logistics, Inc.(a)(b)
   
16,718
     
398,390
 
                 
Commercial Services & Supplies (2.45%)
 
The Advisory Board Co.(a)
   
29,728
     
1,353,813
 
Waste Connections, Inc.
   
35,489
     
1,724,056
 
             
3,077,869
 
Electrical Equipment (0.58%)
 
Rockwell Automation, Inc.
   
7,150
     
725,511
 
                 
Machinery (3.16%)
 
Graco, Inc.
   
12,700
     
851,281
 
Middleby Corp.(a)
   
21,501
     
2,261,690
 
Wabtec Corp.
   
9,800
     
862,890
 
             
3,975,861
 
Professional Services (3.46%)
 
IHS, Inc., Class A(a)
   
7,967
     
924,172
 
Paylocity Holding Corp.(a)
   
36,792
     
1,103,392
 
Stantec, Inc.
   
1,529
     
33,485
 
TriNet Group, Inc.(a)
   
11,982
     
201,298
 
Verisk Analytics, Inc.(a)
   
13,105
     
968,590
 
WageWorks, Inc.(a)
   
24,738
     
1,115,189
 
             
4,346,126
 


   
SHARES
   
MARKET VALUE
 
COMMON STOCKS (continued)
       
Road & Rail (1.04%)
 
Kansas City Southern
   
7,350
   
$
667,968
 
Landstar System, Inc.
   
10,126
     
642,697
 
             
1,310,665
 
Trading Companies & Distribution (0.38%)
 
H&E Equipment Services, Inc.
   
28,554
     
477,423
 
                 
INFORMATION TECHNOLOGY (23.38%)
 
Electronic Equipment & Instruments (0.56%)
 
IPG Photonics Corp.(a)
   
9,182
     
697,556
 
                 
Internet Software & Services (6.87%)
 
Cornerstone OnDemand, Inc.(a)
   
43,700
     
1,442,100
 
Facebook, Inc., Class A(a)
   
14,030
     
1,261,297
 
Google, Inc., Class C(a)
   
3,108
     
1,890,969
 
GTT Communications, Inc.(a)
   
7,662
     
178,218
 
LinkedIn Corp., Class A(a)
   
5,100
     
969,663
 
SPS Commerce, Inc.(a)
   
17,364
     
1,178,842
 
Textura Corp.(a)
   
7,809
     
201,785
 
Twitter, Inc.(a)
   
56,300
     
1,516,722
 
             
8,639,596
 
IT Services (3.53%)
 
Automatic Data Processing, Inc.
   
20,305
     
1,631,710
 
EPAM Systems, Inc.(a)
   
20,111
     
1,498,672
 
FleetCor Technologies, Inc.(a)
   
9,530
     
1,311,518
 
             
4,441,900
 
Semiconductors & Semiconductor Equipment (1.52%)
 
ARM Holdings PLC(c)
   
44,139
     
1,909,012
 
                 
Software (10.13%)
 
ANSYS, Inc.(a)
   
10,150
     
894,621
 
FireEye, Inc.(a)
   
33,250
     
1,058,015
 
Fleetmatics Group PLC(a)
   
28,189
     
1,383,798
 
Globant S.A.(a)(b)
   
22,990
     
703,264
 
Mobileye N.V.(a)(b)
   
8,056
     
366,387
 
RealPage, Inc.(a)
   
26,219
     
435,760
 
Red Hat, Inc.(a)
   
19,085
     
1,371,830
 
Salesforce.com, Inc.(a)
   
14,292
     
992,294
 
SAP SE(b)(c)
   
20,895
     
1,353,787
 
ServiceNow, Inc.(a)
   
11,550
     
802,147
 
Splunk, Inc.(a)
   
16,767
     
928,053
 
The Ultimate Software Group, Inc.(a)
   
7,858
     
1,406,661
 
Varonis Systems, Inc.(a)
   
3,588
     
55,901
 


   
SHARES
   
MARKET VALUE
 
COMMON STOCKS (continued)
       
Software (continued)
 
Workday, Inc., Class A(a)
   
14,200
   
$
977,812
 
             
12,730,330
 
Technology Hardware Storage & Equipment (0.77%)
 
Stratasys Ltd.(a)(b)
   
36,688
     
971,865
 
                 
MATERIALS (2.23%)
 
Chemicals (2.23%)
 
Ecolab, Inc.
   
16,738
     
1,836,493
 
Monsanto Co.
   
11,370
     
970,316
 
             
2,806,809
 
TELECOMMUNICATION SERVICES (0.35%)
 
Diversified Telecommunication (0.35%)
 
inContact, Inc.(a)
   
59,032
     
443,331
 
                 
TOTAL COMMON STOCKS
         
(COST OF $102,600,742)
     
122,201,779
 
               
 
PAR VALUE/
SHARES
         
SHORT TERM INVESTMENTS (11.04%)
               
REPURCHASE AGREEMENT (2.72%)
 
Repurchase agreement with State Street Bank & Trust Co., dated 9/30/15, due 10/01/15 at 0.01%, collateralized by U.S. Treasury Note, 1.75%, 09/30/22, market value of $3,491,856 and par value of $3,505,000. (Repurchase proceeds of $3,414,001).
               
(COST OF $3,414,000)
 
$
3,414,000
   
$
3,414,000
 
                 
INVESTMENTS PURCHASED WITH COLLATERAL FROM SECURITIES LOANED (8.32%)
               
State Street Navigator Securities Lending Prime Portfolio, 0.20%
               
(COST OF $10,459,985)
   
10,459,985
     
10,459,985
 
               
TOTAL SHORT TERM INVESTMENTS
         
(COST OF $13,873,985)
     
13,873,985
 
               
TOTAL INVESTMENTS (108.25%)
         
(COST OF $116,474,727)(d)
     
136,075,764
 
               
LIABILITIES IN EXCESS OF OTHER ASSETS (-8.25%)
     
(10,366,911
)
               
NET ASSETS (100.00%)
   
$
125,708,853
 
               
NET ASSET VALUE PER SHARE
         
(24,753,162 SHARES OUTSTANDING)
   
$
5.08
 


(a) Non-income producing security.
(b) Security, or a portion of the security position, is currently on loan.
(c) American Depositary Receipt.
(d) Cost of investments for federal income tax purposes is $117,479,614.

Gross unrealized appreciation and depreciation at September 30, 2015 based on cost of investments for federal income tax purposes is as follows:
 
     
Gross unrealized appreciation
 
$
27,494,790
 
Gross unrealized depreciation
   
(8,898,640
)
Net unrealized appreciation
 
$
18,596,150
 

See Notes to Schedule of Investments.

Liberty All-Star® Growth Fund
Notes to Schedule of Investments
As of September 30, 2015 (unaudited)

Security Valuation
Equity securities are valued at the last sale price at the close of the principal exchange on which they trade, except for securities listed on the NASDAQ Stock Market LLC (“NASDAQ”), which are valued at the NASDAQ official closing price. Unlisted securities or listed securities for which there were no sales during the day are valued at the closing bid price on such exchanges or over-the-counter markets.

Cash collateral from securities lending activity is reinvested in the State Street Navigator Securities Lending Prime Portfolio, a registered investment company under the Investment Company Act of 1940 (the “1940 Act”), which operates as a money market fund in compliance with Rule 2a-7 under the 1940 Act. Shares of registered investment companies are valued daily at that investment company’s net asset value per share. Repurchase agreements are valued at cost, which approximates fair value.

The Fund’s investments are valued at market value or, in the absence of market value with respect to any portfolio securities, at fair value according to procedures adopted by the Fund's Board of Directors (the "Board"). When market quotations are not readily available, or in management’s judgment they do not accurately reflect fair value of a security, or an event occurs after the market close but before the Fund is priced that materially affects the value of a security, the security will be valued by the Advisor, ALPS Advisors, Inc. (the “Advisor”), using fair valuation procedures established by the Board. Examples of potentially significant events that could materially impact a Fund’s net asset value include, but are not limited to: single issuer events such as corporate actions, reorganizations, mergers, spin-offs, liquidations, acquisitions and buyouts; corporate announcements on earnings or product offerings; regulatory news; and litigation and multiple issuer events such as governmental actions; natural disasters or armed conflicts that affect a country or a region; or significant market fluctuations. Potential significant events are monitored by the Advisor, Sub-Advisers and/or the Valuation Committee through independent reviews of market indicators, general news sources and communications from the Fund’s custodian.

Security Transactions
Security transactions are recorded on trade date. Cost is determined and gains/(losses) are based upon the specific identification method for both financial statement and federal income tax purposes.

Income Recognition
Interest income is recorded on the accrual basis. Corporate actions and dividend income are recorded on the ex-date.

The Fund estimates components of distributions from real estate investment trusts (“REITs”). Distributions received in excess of income are recorded as a reduction of the cost of the related investments. Once the REIT reports annually the tax character of its distributions, the Fund revises its estimates. If the Fund no longer owns the applicable securities, any distributions received in excess of income are recorded as realized gains.

Repurchase Agreements
The Fund engages in repurchase agreement transactions with institutions that the Fund’s investment advisor has determined are creditworthy. The Fund, through its custodian, receives delivery of underlying securities collateralizing a repurchase agreement. Collateral is at least equal, at all times, to the value of the repurchase obligation, including interest. A repurchase agreement transaction involves certain risks in the event of default or insolvency of the counterparty. These risks include possible delays or restrictions upon a Fund’s ability to dispose of the underlying securities and a possible decline in the value of the underlying securities during the period while the Fund seeks to assert its rights. These collateral agreements mitigate the counterparty credit risk by providing for a single net settlement with a counterparty of all financial transactions covered by the agreement in an event of default as defined under such agreement.


Repurchase agreements are entered into by the Fund under a Master Repurchase Agreement (“MRA”) which permits the Fund, under certain circumstances, including an event of default (such as bankruptcy or insolvency), to offset payables and/or receivables under the MRA with collateral held and/or posted to the counterparty and create one single net payment due or from the Fund.

Lending of Portfolio Securities
The Fund may lend its portfolio securities only to borrowers that are approved by the Fund’s securities lending agent, State Street Bank & Trust Co. (“SSB”). The Fund will limit such lending to not more than 20% of the value of its total assets. The borrower pledges and maintains with the Fund collateral consisting of cash (U.S. Dollar only), securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, or by irrevocable bank letters of credit issued by a person other than the borrower or an affiliate of the borrower. The initial collateral received by the Fund is required to have a value of no less than 102% of the market value of the loaned securities for securities traded on U.S. exchanges and a value of no less than 105% of the market value for all other securities. The collateral is maintained thereafter, at a market value equal to no less than 100% of the current value of the securities on loan. The market value of the loaned securities is determined at the close of each business day and any additional required collateral is delivered to the Fund on the next business day. During the term of the loan, the Fund is entitled to all distributions made on or in respect of the loaned securities. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities within the standard time period for settlement of securities transactions.

Any cash collateral received is reinvested in a money market fund managed by SSB as disclosed in the Fund’s Schedule of Investments. Non-cash collateral, in the form of securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, is not disclosed in the Fund’s Schedule of Investments as it is held by the lending agent on behalf of the Fund, and the Fund does not have the ability to re-hypothecate these securities. As of September 30, 2015, the market value of securities on loan was $10,410,301, and the total cash collateral and non-cash collateral received was $10,641,010 and $22,511, respectively.

The risks of securities lending include the risk that the borrower may not provide additional collateral when required or may not return the securities when due. To mitigate these risks, the Fund benefits from a borrower default indemnity provided by SSB. SSB’s indemnity allows for full replacement of securities lent. However, the Fund could suffer a loss if the value of the investments purchased with cash collateral falls below the value of the cash collateral received.

Fair Value Measurements
The Fund discloses the classification of its fair value measurements following a three-tier hierarchy based on the inputs used to measure fair value. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available.


Valuation techniques used to value the Fund’s investments by major category are as follows:

Equity securities are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the mean of the most recent quoted bid and ask prices on such day and are generally categorized as Level 2 in the hierarchy. Repurchase agreements are valued at cost, which approximates fair value, and are categorized as Level 2 in the hierarchy.

Various inputs are used in determining the value of the Fund’s investments as of the end of the reporting period. When inputs used fall into different levels of the fair value hierarchy, the level in the hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The designated input levels are not necessarily an indication of the risk or liquidity associated with these investments.

These inputs are categorized in the following hierarchy under applicable financial accounting standards:
     
Level 1
Unadjusted quoted prices in active markets for identical investments, unrestricted assets or liabilities that a Fund has the ability to access at the measurement date;
     
Level 2
Quoted prices which are not active, quoted prices for similar assets or liabilities in active markets or inputs other than quoted prices that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and
     
Level 3
Significant unobservable prices or inputs (including the Fund’s own assumptions in determining the fair value of investments) where there is little or no market activity for the asset or liability at the measurement date.

The following is a summary of the inputs used to value the Fund’s investments as of September 30, 2015:

   
Valuation Inputs
     
Investments in Securities at Value*
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
 
$
122,201,779
   
$
   
$
   
$
122,201,779
 
Short Term Investment
   
     
3,414,000
     
     
3,414,000
 
Investments Purchased with Collateral from Securities Loaned
   
10,459,985
     
     
     
10,459,985
 
Total
 
$
132,661,764
   
$
3,414,000
   
$
   
$
136,075,764
 

* See Schedule of Investments for industry classifications.


The Fund recognizes transfers between levels as of the end of the period. For the period ended September 30, 2015, the Fund did not have any transfers between Level 1 and Level 2 securities. The Fund did not have any securities which used significant unobservable inputs (Level 3) in determining fair value during the period.

Indemnification
In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims against the Fund. Also, under the Fund’s organizational documents and by contract, the Directors and Officers of the Fund are indemnified against certain liabilities that may arise out of their duties to the Fund. However, based on experience, the Fund expects the risk of loss due to these warranties and indemnities to be minimal.

Maryland Statutes
By resolution of the Board of Directors, the Fund has opted into the Maryland Control Share Acquisition Act and the Maryland Business Combination Act. In general, the Maryland Control Share Acquisition Act provides that “control shares” of a Maryland corporation acquired in a control share acquisition may not be voted except to the extent approved by shareholders at a meeting by a vote of two-thirds of the votes entitled to be cast on the matter (excluding shares owned by the acquirer and by officers or directors who are employees of the corporation). “Control shares” are voting shares of stock which, if aggregated with all other shares of stock owned by the acquirer or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within certain statutorily defined ranges (one-tenth but less than one-third, one-third but less than a majority, and more than a majority of the voting power). In general, the Maryland Business Combination Act prohibits an interested shareholder (a shareholder that holds 10% or more of the voting power of the outstanding stock of the corporation) of a Maryland corporation from engaging in a business combination (generally defined to include a merger, consolidation, share exchange, sale of a substantial amount of assets, a transfer of the corporation’s securities and similar transactions to or with the interested shareholder or an entity affiliated with the interested shareholder) with the corporation for a period of five years after the most recent date on which the interested shareholder became an interested shareholder. At the time of adoption, March 19, 2009, the Board and the Fund were not aware of any shareholder that held control shares or that was an interested shareholder under the statutes.

Item 2 - Controls and Procedures.

(a) The registrant's Principal Executive Officer and Principal Financial Officer have evaluated the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) within 90 days of this filing and have concluded that the registrant's disclosure controls and procedures were effective, as of that date.

(b) There was no change in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) during registrant's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

Item 3 – Exhibits.

Separate certifications for the registrant's Principal Executive Officer and Principal Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached as Ex99.CERT.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
     
LIBERTY ALL-STAR GROWTH FUND, INC. 
 
     
By:
/s/ William Parmentier  
 
William Parmentier
 
 
President (principal executive officer)
 
       
Date:
November 19, 2015  
 
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
       
By:
/s/ William Parmentier  
 
William Parmentier
 
 
President (principal executive officer)
 
       
Date:
November 19, 2015  
       
By:
/s/ Kimberly Storms  
 
Kimberly Storms
 
 
Treasurer (principal financial officer)
 
       
Date:
November 19, 2015