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)

Sareena Khwaja-Dixon

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: March 31, 2017

Item 1 – Schedule of Investments.

Liberty All-Star^® Growth Fund

Schedule of Investments

As of March 31, 2017 (unaudited)

	SHARES		MARKET VALUE
COMMON STOCKS (99.24%)
CONSUMER DISCRETIONARY (18.13%)
Auto Components (1.10%)
Dorman Products, Inc.(a)		18,130	$	1,489,017
Distributors (0.88%)
Pool Corp.		10,000		1,193,300
Diversified Consumer Services (0.43%)
Nord Anglia Education, Inc.(a)(b)		22,830		578,512
Hotels, Restaurants & Leisure (4.00%)
Chipotle Mexican Grill, Inc.(a)		3,498		1,558,429
Chuy's Holdings, Inc.(a)		18,791		559,972
Planet Fitness, Inc., Class A		40,901		788,162
Starbucks Corp.		27,866		1,627,096
Texas Roadhouse, Inc.		20,000		890,600
				5,424,259
Household Durables (0.28%)
GoPro, Inc., Class A(a)(b)		44,161		384,201
Internet & Direct Marketing Retail (3.89%)
Amazon.com, Inc.(a)		2,158		1,913,153
The Priceline Group, Inc.(a)		1,000		1,779,970
Wayfair, Inc., Class A(a)(b)		39,163		1,585,710
				5,278,833
Leisure Products (0.81%)
Hasbro, Inc.		11,000		1,098,020
Media (0.87%)
Scripps Networks Interactive, Inc., Class A		15,000		1,175,550
Multiline Retail (0.68%)
Ollie's Bargain Outlet Holdings, Inc.(a)(b)		27,592		924,332
Specialty Retail (2.40%)
Foot Locker, Inc.		15,000		1,122,150
Francesca's Holdings Corp.(a)		32,962		505,967
Lowe's Companies, Inc.		19,853		1,632,115
				3,260,232
Textiles, Apparel & Luxury Goods (2.79%)
Canada Goose Holdings, Inc.(a)		22,640		361,334
Carter's, Inc.		12,000		1,077,600
G-III Apparel Group Ltd.(a)		23,000		503,470

	SHARES		MARKET VALUE
COMMON STOCKS (continued)
Textiles, Apparel & Luxury Goods (continued)
NIKE, Inc., Class B		33,231	$	1,851,964
				3,794,368
CONSUMER STAPLES (4.52%)
Food & Staples Retailing (0.88%)
Whole Foods Market, Inc.		40,389		1,200,361
Food Products (1.89%)
The Hain Celestial Group, Inc.(a)		20,000		744,000
Mondelez International, Inc., Class A		42,243		1,819,828
				2,563,828
Household Products (1.75%)
Church & Dwight Co., Inc.		20,000		997,400
Colgate-Palmolive Co.		18,832		1,378,314
				2,375,714
ENERGY (2.21%)
Energy Equipment & Services (2.21%)
Core Laboratories NV(b)		19,159		2,213,248
Schlumberger Ltd.		9,990		780,219
				2,993,467
FINANCIALS (7.14%)
Banks (2.40%)
Independent Bank Group, Inc.		13,098		842,201
Signature Bank(a)		16,309		2,420,093
				3,262,294
Capital Markets (3.54%)
FactSet Research Systems, Inc.		6,500		1,071,915
Financial Engines, Inc.(b)		4,655		202,725
Raymond James Financial, Inc.		18,500		1,410,810
State Street Corp.		17,066		1,358,625
Virtus Investment Partners, Inc.		7,151		757,291
				4,801,366
Insurance (0.16%)
Greenlight Capital Re Ltd., Class A(a)		9,554		211,143
Thrifts & Mortgage Finance (1.04%)
BofI Holding, Inc.(a)(b)		54,269		1,418,049
HEALTH CARE (14.69%)
Biotechnology (3.22%)
ACADIA Pharmaceuticals, Inc.(a)(b)		18,230		626,747
Portola Pharmaceuticals, Inc.(a)		33,730		1,321,879
Puma Biotechnology, Inc.(a)		14,136		525,859
Regeneron Pharmaceuticals, Inc.(a)		3,336		1,292,733

	SHARES		MARKET VALUE
COMMON STOCKS (continued)
Biotechnology (continued)
Ultragenyx Pharmaceutical, Inc.(a)		8,961	$	607,377
				4,374,595
Health Care Equipment & Supplies (3.19%)
The Cooper Cos., Inc.		6,000		1,199,340
Insulet Corp.(a)		44,211		1,905,052
ResMed, Inc.		17,000		1,223,490
				4,327,882
Health Care Providers & Services (2.44%)
Diplomat Pharmacy, Inc.(a)(b)		13,183		210,269
Henry Schein, Inc.(a)		6,500		1,104,805
U.S. Physical Therapy, Inc.		13,466		879,330
UnitedHealth Group, Inc.		6,856		1,124,452
				3,318,856
Health Care Technology (2.15%)
Cerner Corp.(a)		26,482		1,558,466
Cotiviti Holdings, Inc.(a)		32,737		1,362,841
				2,921,307
Life Sciences Tools & Services (2.48%)
Cambrex Corp.(a)		20,000		1,101,000
Medpace Holdings, Inc.(a)		675		20,149
Mettler-Toledo International, Inc.(a)		2,500		1,197,275
PAREXEL International Corp.(a)		16,500		1,041,315
				3,359,739
Pharmaceuticals (1.21%)
Aerie Pharmaceuticals, Inc.(a)		6,304		285,887
Novo Nordisk AS(c)		39,547		1,355,671
				1,641,558
INDUSTRIALS (13.96%)
Aerospace & Defense (0.89%)
HEICO Corp.		13,861		1,208,679
Air Freight & Logistics (0.95%)
XPO Logistics, Inc.(a)		27,074		1,296,574
Building Products (1.64%)
Lennox International, Inc.		7,000		1,171,100
Masco Corp.		31,000		1,053,690
				2,224,790
Commercial Services & Supplies (0.89%)
Cintas Corp.		9,500		1,202,130

	SHARES		MARKET VALUE
COMMON STOCKS (continued)
Electrical Equipment (0.60%)
Acuity Brands, Inc.		4,000	$	816,000
Machinery (3.03%)
Middleby Corp.(a)		20,886		2,849,895
Proto Labs, Inc.(a)		3,162		161,578
Snap-on, Inc.		6,500		1,096,355
				4,107,828
Professional Services (2.85%)
The Advisory Board Co.(a)		11,453		536,001
Equifax, Inc.		8,500		1,162,290
Robert Half International, Inc.		24,000		1,171,920
WageWorks, Inc.(a)		13,838		1,000,487
				3,870,698
Road & Rail (1.77%)
J.B. Hunt Transport Services, Inc.		12,000		1,100,880
Kansas City Southern		15,250		1,307,840
				2,408,720
Trading Companies & Distributors (1.34%)
H&E Equipment Services, Inc.		29,298		718,387
SiteOne Landscape Supply, Inc.(a)		22,672		1,097,551
				1,815,938
INFORMATION TECHNOLOGY (32.80%)
Communications Equipment (0.94%)
F5 Networks, Inc.(a)		9,000		1,283,130
Electronic Equipment, Instruments & Components (3.51%)
Cognex Corp.		15,000		1,259,250
Fabrinet(a)		27,500		1,155,825
IPG Photonics Corp.(a)		19,518		2,355,822
				4,770,897
Internet Software & Services (5.93%)
2U, Inc.(a)		12,581		498,963
Alphabet, Inc., Class C(a)		1,615		1,339,739
Facebook, Inc., Class A(a)		13,949		1,981,455
GTT Communications, Inc.(a)		62,768		1,528,401
SPS Commerce, Inc.(a)		4,742		277,360
Stamps.com, Inc.(a)(b)		16,185		1,915,495
The Trade Desk, Inc., Class A(a)(b)		13,481		502,167
				8,043,580
IT Services (7.19%)
Alliance Data Systems Corp.		5,618		1,398,882
Automatic Data Processing, Inc.		15,169		1,553,154
EPAM Systems, Inc.(a)		11,746		887,058

	SHARES		MARKET VALUE
COMMON STOCKS (continued)
IT Services (continued)
FleetCor Technologies, Inc.(a)		11,846	$	1,793,839
Genpact Ltd.		45,000		1,114,200
Jack Henry & Associates, Inc.		11,500		1,070,650
Visa, Inc., Class A		21,793		1,936,744
				9,754,527
Semiconductors & Semiconductor Equipment (2.45%)
MACOM Technology Solutions Holdings, Inc.(a)		43,947		2,122,640
Monolithic Power Systems, Inc.		13,000		1,197,300
				3,319,940
Software (11.27%)
Ebix, Inc.(b)		23,166		1,418,918
Everbridge, Inc.(a)(b)		65,335		1,341,328
Globant SA(a)(b)		15,671		570,425
HubSpot, Inc.(a)		9,212		557,787
Manhattan Associates, Inc.(a)		15,000		780,750
Paylocity Holding Corp.(a)		51,053		1,972,177
RealPage, Inc.(a)		6,217		216,973
Red Hat, Inc.(a)		21,216		1,835,184
Salesforce.com, Inc.(a)		24,564		2,026,284
SAP SE(b)(c)		14,890		1,461,751
Synopsys, Inc.(a)		18,000		1,298,340
The Ultimate Software Group, Inc.(a)		9,301		1,815,648
				15,295,565
Technology Hardware, Storage & Peripherals (1.51%)
Apple, Inc.		13,674		1,964,407
Stratasys Ltd.(a)		4,469		91,570
				2,055,977
MATERIALS (2.15%)
Chemicals (2.15%)
Ecolab, Inc.		14,290		1,791,108
International Flavors & Fragrances, Inc.		8,500		1,126,505
				2,917,613
REAL ESTATE (3.64%)
Equity Real Estate Investment Trusts (1.77%)
Camden Property Trust		12,000		965,520
Equinix, Inc.		3,595		1,439,330
				2,404,850
Real Estate Management & Development (1.87%)
FirstService Corp.		42,125		2,540,138
TOTAL COMMON STOCKS
(COST OF $101,965,208)				134,708,357

	SHARES		MARKET VALUE
SHORT TERM INVESTMENTS (7.95%)
MONEY MARKET FUND (0.85%)
State Street Institutional U.S. Government Money Market Fund, 0.62%(d)
(COST OF $1,147,241)		1,147,241	$	1,147,241
INVESTMENTS PURCHASED WITH COLLATERAL FROM SECURITIES LOANED (7.10%)
State Street Navigator Securities Lending Government Money Market Portfolio, 0.75%
(COST OF $9,643,827)		9,643,827		9,643,827
TOTAL SHORT TERM INVESTMENTS
(COST OF $10,791,068)				10,791,068
TOTAL INVESTMENTS (107.19%)
(COST OF $112,756,276)(e)				145,499,425
LIABILITIES IN EXCESS OF OTHER ASSETS (-7.19%)				(9,765,990	)
NET ASSETS (100.00%)			$	135,733,435
NET ASSET VALUE PER SHARE
(26,520,364 SHARES OUTSTANDING)			$	5.12

(a) Non-income producing security.

(b) Security, or a portion of the security position, is currently on loan. The total market value of securities on loan is $11,733,501.

(c) American Depositary Receipt.

(d) Rate reflects seven-day effective yield on March 31, 2017.

(e) Cost of investments for federal income tax purposes is $113,920,059.

Gross unrealized appreciation and depreciation at March 31, 2017 based on cost of investments for federal income tax purposes is as follows:

Gross unrealized appreciation	$	33,247,150
Gross unrealized depreciation		(1,667,784	)
Net unrealized appreciation	$	31,579,366

See Notes to Schedule of Investments.

Liberty All-Star^® Growth Fund

Notes to Schedule of Investments

As of March 31, 2017 (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 Government Money Market 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.

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 Fund’s Valuation Committee, 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, ALPS Advisors, Inc. (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. As of March 31, 2017, the Fund held no securities that were fair valued.

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.

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.

The following is a summary of the Fund’s securities lending agreement and related cash and non-cash collateral received as of March 31, 2017:

	Market Value of Securities on Loan		Cash Collateral Received		Non-Cash Collateral Received		Total Collateral Received
Liberty All-Star® Growth Fund	$	11,733,501	$	9,643,827	$	2,338,668	$	11,982,495

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 wherein SSB will purchase the unreturned loaned securities on the open market by applying the proceeds of the collateral, or to the extent such proceeds are insufficient or the collateral is unavailable, SSB will purchase the unreturned loan securities at SSB’s expense. 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 that are valued based on unadjusted quoted prices in active markets 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. Investments in shares of registered investment companies are valued at their closing NAV each business day and are categorized as Level 1 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 March 31, 2017:

	Valuation Inputs
Investments in Securities at Value*	Level 1		Level 2		Level 3		Total
Common Stocks	$	134,708,357	$	–	$	–	$	134,708,357
Short Term Investment		1,147,241		–		–		1,147,241
Investments Purchased with Collateral from Securities Loaned		9,643,827		–		–		9,643,827
Total	$	145,499,425	$	–	$	–	$	145,499,425

* See Schedule of Investments for industry classifications.

The Fund recognizes transfers between levels as of the end of the period. For the period ended March 31, 2017, 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:	May 24, 2017

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:	May 24, 2017
By:	/s/ Kimberly Storms
	Kimberly Storms
	Treasurer (principal financial officer)
Date:	May 24, 2017