ASG Liberty All Star Growth Fund

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-CSR

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number: 811-04537

 

Liberty All-Star Growth Fund, Inc.

(Exact name of registrant as specified in charter)

 

1290 Broadway, Suite 1000, Denver, Colorado 80203

(Address of principal executive offices) (Zip code)

 

Sareena Khwaja-Dixon, Esq.

ALPS Fund Services, Inc.

1290 Broadway, Suite 1000

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: January 1, 2023 - December 31, 2023

Item 1. Report to Stockholders.

 

(a)

Contents

 

	1		President’s Letter
	6		Unique Fund Attributes
	8		Table of Distributions, Rights Offerings and Distribution Policy
	9		Investment Growth
	10		Stock Changes in the Quarter
	11		Top 20 Holdings and Economic Sectors
	12		Investment Managers/Portfolio Characteristics
	13		Manager Roundtable
	18		Schedule of Investments
	24		Statement of Assets and Liabilities
	25		Statement of Operations
	26		Statements of Changes in Net Assets
	28		Financial Highlights
	30		Notes to Financial Statements
	40		Report of Independent Registered Public Accounting Firm
	41		Automatic Dividend Reinvestment and Direct Purchase Plan
	43		Additional Information
	44		Directors and Officers
	48		Board Consideration of the Renewal of the Fund Management & Portfolio Management Agreements
	53		Summary of Updated Information Regarding the Fund
	58		Privacy Policy
	60		Description of Lipper Benchmark and Market Indices
Inside Back Cover: Fund Information

 

A SINGLE INVESTMENT...

 

A DIVERSIFIED GROWTH PORTFOLIO

 

A single fund that offers:

 

·

A diversified, multi-managed portfolio of small-, mid- and large-cap growth stocks

 

·

Exposure to many of the industries that make the U.S. economy one of the world’s most dynamic

 

·

Access to institutional quality investment managers

 

·

Objective and ongoing manager evaluation

 

·

Active portfolio rebalancing

 

·

A quarterly fixed distribution policy

 

·

Actively managed, exchange-traded, closed-end fund listed on the New York Stock Exchange (ticker symbol: ASG)

 

LIBERTY ALL-STAR^® GROWTH FUND, INC.

Liberty All-Star® Growth Fund

President’s Letter

(Unaudited)

 

Fellow Shareholders:

February 2024

 

Steady economic data, moderating inflation, improved corporate earnings and the prospect of lower interest rates in 2024 propelled equity markets higher in 2023, overcoming hurdles that ranged from regional bank failures domestically to armed conflicts abroad. At year’s end, respective annual returns for the S&P 500^® Index, the Dow Jones Industrial Average (DJIA) and the NASDAQ Composite Index were 26.29 percent, 16.18 percent and 44.64 percent, respectively. The year’s solid results were a welcome turnaround from 2022, when all three indices tumbled into negative territory.

 

Throughout the year investors’ primary focus was on the Federal Reserve and its tightrope walk of combatting inflation without tipping the economy into recession. In this effort the Fed raised the benchmark federal funds rate seven times in 2022 and four more times in 2023. The last increase, in July, brought the rate to a range of 5.25 to 5.50 percent—the highest in 22 years. Despite the rising rate regime, U.S. stocks showed resilience, the S&P 500^® returning 16.89 percent for the first six months of the year.

 

The strong six-month return captured the year’s recurring theme: resilience. While January got the year off to a good start, the Fed raised rates in February while March was upended by the collapse of Silicon Valley Bank, the second-biggest bank failure in U.S. history. Although another failure, Signature Bank, would follow, forceful action by regulators staunched a systemic banking crisis. The ensuing late March through July period was highly positive for stocks, which were buoyed by “The Magnificent Seven¹,” investor euphoria over artificial intelligence (AI), earnings that exceeded expectations and data indicating that inflation was easing.

 

As August began, that period came to an abrupt end: U.S. sovereign debt was downgraded, political infighting roiled the Nation’s Capital and consumer prices crept back up, breaking a string of monthly declines. In announcing the July rate increase Fed Chair Jerome Powell made it clear that the Fed would continue to monitor data and act to raise rates further if warranted. His remarks— along with surging Treasury bond yields, strong job creation and low unemployment, soft retail sales, and the Israeli-Hamas war—raised the specter of a “hard landing” for the economy in 2024— if not an outright recession. The result for stocks: three straight months of decline culminating in the poorest October since 2020.

 

Once again, however, stocks reversed course and surged over the last two months of the year. A key catalyst was Treasury yields: Rising during the third quarter they siphoned money out of stocks but falling over the last two months they made stocks more attractive. In addition, consumer and producer prices eased, consumer confidence ticked higher, and the picture for labor—both employment levels and wages—appeared sustainable. More importantly for stocks, these factors allowed the Fed to assume a more accommodative interest rate posture. For the fourth quarter, the S&P 500^® returned 11.69 percent, the DJIA gained 13.09 percent and the NASDAQ Composite advanced 13.79 percent.

 

1

Those stocks are Alphabet, Amazon, Apple, Meta Platforms, Microsoft, NVIDIA and Tesla.

 

Annual Report | December 31, 2023

1

Liberty All-Star® Growth Fund

President’s Letter

(Unaudited)

 

Among the 11 S&P 500^® sectors, information technology led the way with an annual return of 60.79 percent, followed by communication services and consumer discretionary, returning 56.37 percent and 43.19 percent, respectively. These three sectors accounted for the majority of the S&P 500^® return (87 percent) while returns for each of the remaining eight sectors were all less than the index return, including two sectors that were negative: utilities (-7.09 percent) and energy (-1.30 percent).

 

Among the capitalization ranges represented in the Fund, large-cap growth produced higher annual returns than did mid- and small-cap growth. The large-cap Russell 1000^® Growth Index returned 42.68 percent; the Russell Midcap^® Growth Index returned 25.87 percent; and the small-cap Russell 2000^® Growth Index trailed with a return of 18.66 percent.

 

Liberty All-Star^® Growth Fund

Although returns for the fourth quarter were in line with most benchmarks, for the full year Liberty All-Star^® Growth Fund returns generally lagged. For the year, the Fund returned 19.37 percent when shares are valued at net asset value (NAV) with dividends reinvested and 16.28 percent when shares are valued at market price with dividends reinvested. (Fund returns are net of expenses.) Both measures of the Fund’s annual return trailed the 32.92 percent gain of its primary benchmark, the Lipper Multi-Cap Growth Mutual Fund Average. Fund returns topped that of the DJIA, but otherwise trailed widely followed equity market benchmarks.

 

The Fund’s fourth quarter NAV return was 12.28 percent with dividends reinvested while the market price return with dividends reinvested was 8.94 percent. The NAV return topped the S&P 500^® return of 11.69 percent but trailed other benchmarks.

 

Over the year, the Fund shared an uphill climb with many growth equity investment vehicles. This challenge can be illustrated by the Russell Growth Average. This gauge of performance returned 30.38 percent for the year; yet the median stock in the average realized a return of just 6.32 percent and a full 71 percent were below the return of the average. The better performance of benchmarks such as this can be attributed largely to their higher weighting of information technology stocks, especially those companies seen as leaders in the emerging AI field. Moreover, rising interest rates—a drag on returns in general—had a greater effect on small- and mid-cap stocks that comprise roughly two-thirds of Fund assets; as interest rates eased somewhat in the fourth quarter the market broadened and the Fund was able to make up ground.

 

Relative to their underlying NAV, Fund shares traded at a discount over the course of the year. For the year, the discount ranged from -2.8 percent to -8.4 percent. In the fourth quarter, the range was a tighter -4.9 percent to -8.4 percent.

 

In accordance with the Fund’s distribution policy, the Fund paid a distribution of $0.10 to shareholders during the fourth quarter, bringing the total distributed to shareholders since 1997, when the distribution policy commenced, to $16.93 per share. The Fund’s distribution policy is a major component of the Fund’s total return, and we continue to emphasize that shareholders should include these distributions when determining the total return on their investment in the Fund.

 

2	www.all-starfunds.com

Liberty All-Star® Growth Fund

President’s Letter

(Unaudited)

 

Once again in this Annual Report, we present a Q&A session with the Fund’s three growth style investment managers, seeking to provide shareholders with greater insights into their philosophy, style and strategy. This year we asked about areas of opportunity, managing through uncertainty and the risk/reward characteristics of growth stocks in their capitalization range. We hope you find this feature, beginning on page 13, to be informative and useful.

 

Despite double-digit returns for the year, it was a challenging environment for the Fund’s diversified multi-cap growth strategy. You have doubtless heard various investment authorities extol the virtues of diversification; at the moment we are in a period when the opposite—concentration— has produced exceptional results. The Fund is focused on the long term, and I am encouraged by its track record over longer periods. Thus, we remain committed to our structure as a diversified, multi-managed growth equity investment for long-term investors. We thank you for your confidence in the Fund and pledge our best efforts on your behalf going forward.

 

Sincerely,

 

 

 

Mark T. Haley, CFA

President

Liberty All-Star^® Growth Fund, Inc.

 

The views expressed in the President’s Letter, Unique Fund Attributes and Manager Roundtable reflect the current views of the respective parties and may not reflect their views on the date this report is first published or anytime thereafter. These views are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict, so actual outcomes and results may differ significantly from the views expressed. These views are subject to change at any time based upon economic, market or other conditions, and the respective parties disclaim any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for the Fund are based on numerous factors, may not be relied on as an indication of trading intent. References to specific company securities should not be construed as a recommendation or investment advice.

 

Annual Report | December 31, 2023

3

Liberty All-Star® Growth Fund

President’s Letter

  (Unaudited)

 

FUND STATISTICS AND SHORT-TERM PERFORMANCE

PERIODS ENDED DECEMBER 31, 2023

 

FUND STATISTICS:

 

Net Asset Value (NAV)	$5.75
Market Price	$5.28
Discount	-8.2%

 

	Quarter	2023
Distributions*	$0.10	$0.43
Market Price Trading Range	$4.47 to $5.40	$4.47 to $5.71
Discount Range	-4.9% to -8.4%	-2.8% to -8.4%

 

PERFORMANCE:

 

Shares Valued at NAV with Dividends Reinvested	12.28%	19.37%
Shares Valued at Market Price with Dividends Reinvested	8.94%	16.28%
Dow Jones Industrial Average	13.09%	16.18%
Lipper Multi-Cap Growth Mutual Fund Average	13.91%	32.92%
NASDAQ Composite Index	13.79%	44.64%
Russell Growth Average	13.80%	30.38%
S&P 500® Index	11.69%	26.29%

 

*

All 2023 distributions consist of return of capital. A breakdown of each 2023 distribution for federal income tax purposes can be found in the table on page 43.

 

4	www.all-starfunds.com

Liberty All-Star® Growth Fund

President’s Letter

(Unaudited)

 

LONG-TERM PERFORMANCE SUMMARY AND DISTRIBUTIONS PERIODS ENDED DECEMBER 31, 2023	ANNUALIZED RATES OF RETURN
	3 YEARS	5 YEARS	10 YEARS
LIBERTY ALL-STAR® GROWTH FUND, INC.
Distributions	$1.95	$3.04	$5.38
Shares Valued at NAV with Dividends Reinvested	-0.91%	13.47%	10.32%
Shares Valued at Market Price with Dividends Reinvested	-4.56%	14.22%	9.94%
Dow Jones Industrial Average	9.38%	12.47%	11.08%
Lipper Multi-Cap Growth Mutual Fund Average	-0.16%	14.01%	10.82%
NASDAQ Composite Index	6.04%	18.75%	14.80%
Russell Growth Average	2.80%	14.61%	11.26%
S&P 500® Index	10.00%	15.69%	12.03%

 

Performance returns for the Fund are calculated assuming all distributions are reinvested at actual reinvestment prices and all primary rights in the Fund’s rights offerings were exercised. Returns are net of management fees and other Fund expenses.

 

The returns shown for the Lipper Multi-Cap Growth Mutual Fund Average are based on open-end mutual funds’ total returns, which include dividends, and are net of fund expenses. Returns for the unmanaged Dow Jones Industrial Average, NASDAQ Composite Index, the Russell Growth Average and the S&P 500^® Index are total returns, including dividends. A description of the Lipper benchmark and the market indices can be found on page 60.

 

Past performance cannot predict future results. Performance will fluctuate with market conditions. Current performance may be lower or higher than the performance data shown. Performance information does not reflect the deduction of taxes that shareholders would pay on Fund distributions or the sale of Fund shares. An investment in the Fund involves risk, including loss of principal.

 

Closed-end funds raise money in an initial public offering and shares are listed and traded on an exchange. Open-end mutual funds continuously issue and redeem shares at net asset value. Shares of closed-end funds frequently trade at a discount to net asset value. The price of the Fund’s shares is determined by a number of factors, several of which are beyond the control of the Fund. Therefore, the Fund cannot predict whether its shares will trade at, below or above net asset value.

 

Annual Report | December 31, 2023

5

Liberty All-Star® Growth Fund

Unique Fund Attributes

(Unaudited)

 

UNIQUE ATTRIBUTES OF Liberty All-Star^® Growth Fund

 

Several attributes help to make the Fund a core equity holding for investors seeking a diversified growth portfolio, income and the potential for long-term appreciation.

 

	MULTI-MANAGEMENT FOR INDIVIDUAL INVESTORS
	Large institutional investors have traditionally employed multiple investment managers. With three investment managers investing across the full capitalization range of growth stocks, the Fund brings multi-management to individual investors.
	REAL-TIME TRADING AND LIQUIDITY
	The Fund has a fixed number of shares that trade on the New York Stock Exchange and other exchanges. Share pricing is continuous—not just end-of-day, as it is with open-end mutual funds. Fund shares offer immediate liquidity, there are no annual sales fees and can often be traded commission free.

 

6	www.all-starfunds.com

Liberty All-Star® Growth Fund

Unique Fund Attributes

(Unaudited)

 

	ACCESS TO INSTITUTIONAL MANAGERS
	The Fund’s investment managers invest primarily for pension funds, endowments, foundations and other institutions. Because institutional managers are closely monitored by their clients, they tend to be more disciplined and consistent in their investment process.
	MONITORING AND REBALANCING
	ALPS Advisors continuously monitors these investment managers to ensure that they are performing as expected and adhering to their style and strategy, and will replace the managers when warranted. Periodic rebalancing maintains the Fund’s structural integrity and is a well-recognized investment discipline.
	ALIGNMENT AND OBJECTIVITY
	Alignment with shareholders’ best interests and objective decision-making help to ensure that the Fund is managed openly and equitably. In addition, the Fund is governed by a Board of Directors that is elected by and responsible to shareholders.
	DISTRIBUTION POLICY
	Since 1997, the Fund has followed a policy of paying annual distributions on its shares at a rate that approximates historical equity market returns. The current annual distribution rate is 8 percent of the Fund’s net asset value (paid quarterly at 2 percent per quarter), providing a systematic mechanism for distributing funds to shareholders.

 

Annual Report | December 31, 2023

7

Liberty All-Star® Growth Fund

Table of Distributions, Rights Offerings and Distribution Policy

(Unaudited)

 

		RIGHTS OFFERINGS
YEAR	PER SHARE DISTRIBUTIONS	MONTH COMPLETED	SHARES NEEDED TO PURCHASE ONE ADDITIONAL SHARE	SUBSCRIPTION PRICE
1997	$1.24
1998	1.35	July	10	$12.41
1999	1.23
2000	1.34
2001	0.92	September	8	6.64
2002	0.67
2003	0.58	September	81	5.72
2004	0.63
2005	0.58
2006	0.59
2007	0.61
2008	0.47
20092	0.24
2010	0.25
2011	0.27
2012	0.27
2013	0.31
2014	0.33
20153	0.77
2016	0.36
2017	0.42
2018	0.46	November	3	4.81
2019	0.46
2020	0.63	March	5	4.34
2021	1.02	June	51	8.21
2022	0.50
2023	0.43
Total	$16.93

 

1

The number of shares offered was increased by an additional 25 percent to cover a portion of the over-subscription requests.

2

Effective with the second quarter distribution, the annual distribution rate was changed from 10 percent to 6 percent.

3

Effective with the second quarter distribution, the annual distribution rate was changed from 6 percent to 8 percent.

 

DISTRIBUTION POLICY

 

The current policy is to pay distributions on its shares totaling approximately 8 percent of its net asset value per year, payable in four quarterly installments of 2 percent of the Fund’s net asset value at the close of the New York Stock Exchange on the Friday prior to each quarterly declaration date. Sources of distributions to shareholders may include ordinary dividends, long-term capital gains and return of capital. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund’s investment experience during its fiscal year and may be subject to changes based on tax regulations. If a distribution includes anything other than net investment income, the Fund provides a Section 19(a) notice of the best estimate of its distribution sources at that time. These estimates may not match the final tax characterization (for the full year’s distributions) contained in shareholder 1099-DIV forms after the end of the year. If the Fund’s ordinary dividends and long-term capital gains for any year exceed the amount distributed under the distribution policy, the Fund may, in its discretion, retain and not distribute capital gains and pay income tax thereon to the extent of such excess.

 

8	www.all-starfunds.com

Liberty All-Star® Growth Fund

Investment Growth

(Unaudited)

 

GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT

 

The graph below illustrates the growth of a hypothetical $10,000 investment assuming the pur-chase of shares of common stock at the closing market price (NYSE: ASG) of $9.25 on December 31, 1996, and tracking its progress through December 31, 2023. For certain information, it also assumes that a shareholder exercised all primary rights in the Fund’s rights offerings (see below). This graph covers the period since the Fund commenced its distribution policy in 1997.

 

 

	The growth of the investment assuming all distributions were received in cash and not reinvested back into the Fund. The value of the investment under this scenario grew to $24,011 (including the December 31, 2023 value of the original investment of $5,708, plus distributions during the period of $18,303).
	The additional value realized through reinvestment of all distributions. The value of the investment under this scenario grew to $75,558.
	The additional value realized by exercising all primary rights in the Fund’s rights offerings. The value of the investment under this scenario grew to $120,511 excluding the cost to exercise all primary rights in the rights offerings which was $82,340.

 

Past performance cannot predict future results. Performance will fluctuate with changes in market conditions. Current performance may be lower or higher than the performance data shown. Performance information does not reflect the deduction of taxes that shareholders would pay on Fund distributions or the sale of Fund shares. An investment in the Fund involves risk, including loss of principal.

 

Annual Report | December 31, 2023

9

Liberty All-Star® Growth Fund

Stock Changes in the Quarter

December 31, 2023 (Unaudited)

 

The following are the largest ($2 million or more) stock changes - both purchases and sales - that were made in the Fund’s portfolio during the fourth quarter of 2023.

 

	SHARES
SECURITY NAME	PURCHASE (SALES)	HELD AS OF 12/31/23
PURCHASES
Brown & Brown, Inc.	29,000	29,000
Fabrinet	13,000	13,000
Novo Nordisk A/S	34,182	34,182
Valvoline, Inc.	65,000	65,000
Watts Water Technologies, Inc., Class A	15,000	15,000
SALES
Asbury Automotive Group, Inc.	(13,000)	0
Choice Hotels International, Inc.	(22,500)	0
Ciena Corp.	(50,000)	0
Deckers Outdoor Corp.	(3,500)	5,000
Flywire Corp.	(95,919)	72,527
IDEX Corp.	(14,000)	0
Regeneron Pharmaceuticals, Inc.	(3,737)	0

 

10	www.all-starfunds.com

Liberty All-Star® Growth Fund

Top 20 Holdings and Economic Sectors

December 31, 2023 (Unaudited)

 

TOP 20 HOLDINGS*	PERCENT OF NET ASSETS
SPS Commerce, Inc.	2.74%
Microsoft Corp.	2.07
Amazon.com, Inc.	1.97
Progyny, Inc.	1.85
FirstService Corp.	1.77
Glaukos Corp.	1.71
ACADIA Pharmaceuticals, Inc.	1.70
Visa, Inc.	1.66
Vertex, Inc.	1.62
UnitedHealth Group, Inc.	1.56
Casella Waste Systems, Inc.	1.52
SiteOne Landscape Supply, Inc.	1.47
Danaher Corp.	1.40
S&P Global, Inc.	1.37
Transcat, Inc.	1.32
Hamilton Lane, Inc.	1.28
Canadian Pacific Kansas City, Ltd.	1.27
Inspire Medical Systems, Inc.	1.26
StepStone Group, Inc.	1.25
Crane Co.	1.21
	32.00%

 

ECONOMIC SECTORS*	PERCENT OF NET ASSETS
Health Care	23.08%
Information Technology	22.41
Industrials	16.52
Financials	12.68
Consumer Discretionary	10.52
Materials	3.69
Real Estate	3.66
Communication Services	3.03
Consumer Staples	1.58
Energy	1.41
Other Net Assets	1.42
	100.00%

 

*

Because the Fund is actively managed, there can be no guarantee that the Fund will continue to hold securities of the indicated issuers and sectors in the future.

 

Annual Report | December 31, 2023

11

Liberty All-Star® Growth Fund

Investment Managers/ Portfolio Characteristics

(Unaudited)

 

THE FUND’S THREE GROWTH INVESTMENT MANAGERS

AND THE MARKET CAPITALIZATION ON WHICH EACH FOCUSES:

 

 

ALPS Advisors, Inc., the investment advisor to the Fund, has the ultimate authority (subject to oversight by the Board of Directors) to oversee the investment managers and recommend their hiring, termination and replacement.

 

MANAGERS’ DIFFERING INVESTMENT STRATEGIES ARE

REFLECTED IN PORTFOLIO CHARACTERISTICS

 

The portfolio characteristics table below is a regular feature of the Fund’s shareholder reports. It serves as a useful tool for understanding the value of the Fund’s multi-managed portfolio. The characteristics are different for each of the Fund’s three investment managers. These differences are a reflection of the fact that each has a different capitalization focus and investment strategy. The shaded column highlights the characteristics of the Fund as a whole, while the first three columns show portfolio characteristics for the Russell Smallcap, Midcap and Largecap Growth indices. See page 60 for a description of these indices.

 

				MARKET CAPITALIZATION SPECTRUM
PORTFOLIO CHARACTERISTICS				SMALL		LARGE
AS OF DECEMBER 31, 2023
	RUSSELL GROWTH:
	Smallcap Index	Midcap Index	Largecap Index	Weatherbie	Congress	Sustainable	Total Fund
Number of Holdings	1,074	333	443	48	40	28	115*
Percent of Holdings in Top 10	7%	14%	51%	50%	31%	45%	19%
Weighted Average Market Capitalization (billions)	$3.8	$28.4	$1,114.8	$4.3	$16.4	$502.8	$174.5
Average Five-Year Earnings Per Share Growth	18%	17%	21%	15%	21%	15%	18%
Average Five-Year Sales Per Share Growth	11%	15%	16%	11%	12%	13%	12%
Price/Sales Ratio	2.0x	3.5x	4.7x	3.4x	2.9x	4.8x	3.6x
Price/Book Value Ratio	4.4x	10.0x	8.9x	5.2x	5.4x	6.6x	5.7x

 

*

Certain holdings are held by more than one manager.

 

12	www.all-starfunds.com

Liberty All-Star® Growth Fund

Manager Roundtable

(Unaudited)

 

MANAGER ROUNDTABLE

 

Guiding portfolios toward the objective of long-term returns requires a deft touch tactically while operating within the larger framework of each manager’s style, strategy and process.

 

Higher inflation and rising interest rates pummeled stocks in 2022. Entering 2023 expectations were modest. But stocks delivered a surprisingly strong year—even with the formidable wall of worry in place—as investors looked ahead to a more hospitable environment. With change being the only constant, this was an opportune time to query the Fund’s managers about how they are navigating through short-term uncertainty. The interview concludes by returning to a principle of Liberty All-Star Growth Fund that is a constant regardless of market conditions: A dedication to growth style investing across the capitalization spectrum. In this instance, the managers go inside the risk and return characteristics of their particular approach to large-, mid- and small-cap investing. The Fund’s Investment Advisor, ALPS Advisors, serves as moderator of the roundtable. Participating investment management firms, the portfolio manager for each and their respective capitalization focus are:

 

CONGRESS ASSET MANAGEMENT COMPANY, LLP

Portfolio Manager/Todd Solomon, CFA

Senior Vice President, Portfolio Manager

Capitalization Focus: Mid-Cap Growth—Congress Asset Management’s mid-cap growth strategy focuses on established, high-quality companies that are growing earnings and generating attractive levels of free cash flow. The firm also strives to construct portfolios with relatively low levels of volatility.

 

SUSTAINABLE GROWTH ADVISERS, LP

Portfolio Manager/Kishore D. Rao

Principal, Portfolio Manager

Capitalization Focus: Large-Cap Growth—Sustainable focuses on companies that have unique characteristics that lead to a high degree of predictability, strong profitability and above-average earnings and cash flow growth over the long term.

 

WEATHERBIE CAPITAL, LLC

Portfolio Manager/H. George Dai, Ph.D.

Chief Investment Officer, Senior Portfolio Manager

Capitalization Focus: Small-Cap Growth—Weatherbie practices a small capitalization growth investment style focusing on high quality companies that demonstrate superior earnings growth prospects yet are reasonably priced relative to their intrinsic value. The firm seeks to provide superior returns relative to small capitalization growth indices over a full market cycle.

 

Artificial intelligence (AI) dominated the investment headlines in 2023, but there are other emerging scientific, medical and technological innovations that hold promise for growth-oriented investors. What themes run through your portfolio that may rise to the forefront of investors’ minds over the next 12 to 18 months? Kishore, we’ll turn to you first.

 

Annual Report | December 31, 2023

13

Liberty All-Star® Growth Fund

Manager Roundtable

(Unaudited)

 

Rao (Sustainable – Large-Cap Growth): While we are not thematic investors, there are several themes present in the portfolio due to our bottom-up stock selection. We have exposure to generative artificial intelligence (AI) infrastructure providers such as NVIDIA (NVDA), which will benefit from the need for incredibly accelerated computing capabilities, as well as Microsoft (MSFT), Alphabet (GOOG) and Amazon (AMZN), which will respond to demand for increased cloud computing infrastructure. We also have exposure to companies that possess massive amounts of data and will use that data to better train their Gen AI models to produce more helpful insights and processes. These include Salesforce (CRM), ServiceNow (NOW), Workday (WDAY) and Intuit (INTU). In health care, we own Novo Nordisk (NVO), which is focused on addressing the diabetes and obesity epidemic, as well as companies that enable biopharma research, development and manufacturing, including Danaher (DHR), Thermo Fisher Scientific (TMO) and IQVIA Holdings (IQV).

 

Todd, what themes does Congress find attractive?

 

Solomon (Congress – Mid-Cap Growth): AI effects could be felt beyond chip stocks in 2024. This transformative technology could aid drug discovery by cost-effectively screening the efficacy and safety of more molecules and combinations than currently possible. This would provide a boost to research and equipment companies. AI will also help bad actors strengthen attempts to penetrate networks and thus focus more IT budgets on security software, which would benefit Qualys (QLYS), a portfolio holding since 2018.

 

Although it was passed in August 2022, the CHIPS and Science Act’s first funding announcement of the $52 billion allotment for semiconductor manufacturing was made in December 2023. Several large projects announced in 2022 that will be helped by the act have expected completion dates in 2024 or 2025, spreading the increased construction benefit over several years. Entegris (ENTG), a portfolio holding since 2020, highlighted the act in its 2023 10-K. They mentioned adding a facility in Colorado Springs to enable the company to service new fabs expected to be built in the U.S. Greater semiconductor manufactoring should increase demand for Entegris’ advanced materials and process solutions.

 

George, “next big things” often emerge from small-cap companies. What are you keeping your eye on?

 

Dai (Weatherbie – Small-Cap Growth): AI headlines certainly overshadowed other themes that promise growth and innovation. Here are some others we see, with a specific example of each:

 

In medical innovation Glaukos Corp. (GKOS) is a device company that has been a pioneer in micro-invasive glaucoma surgery or “MIGS.” Glaukos is the market leader and enjoys multiple tailwinds, the most important of which is the recent FDA approval of iDose—a drug/device combination that slowly releases medicine into a glaucoma patient’s eyes.

 

In the theme of technological innovation Impinj (PI) is an example. Impinj engages in the development and sale of radio frequency identification (RFID) solutions. Impinj’s RFID technology—often viewed as a potential replacement for barcodes—connects everyday items to the digital world in industries such as retail, supply chain and logistics, airlines, autos, and healthcare.

 

14	www.all-starfunds.com

Liberty All-Star® Growth Fund

Manager Roundtable

(Unaudited)

 

Another is the scientific innovation theme and Kratos Defense & Security Solutions (KTOS) is a good example. Kratos designs and manufactures high performance, tactical and target drones for the U.S. military. Around the world, the conflicts of recent years have seen traditional military engagements transformed by drone technology. A leader in unmanned tactical aerospace technology, Kratos will see greater demand, in our view.

 

There are uncertainties ahead—there always are—but 2024 may outdo the typical year: a presidential election, a divided Congress, “sticky” inflation, the business environment, and realized and unrealized geopolitical threats … and each with its own ramifications not to mention the cross-dynamics among them. Do these factors tend to tilt you toward a risk-off posture or mean you give more weight to macro factors than you ordinarily would? Or are you taking an entirely bottom-up perspective and assessing each stock on its fundamentals? George, take us inside Weatherbie’s thinking.

 

Dai (Weatherbie – Small-Cap Growth): We adhere to a bottom-up investment process by which each of our holdings is selected on fundamentals, as opposed to “risk-on/off” positioning. With that said, we do pay close attention to macro factors and how they impact each investment. Many smaller-cap growth stocks are valued on future market share gains and may have low, or no, earnings at present. Across 2023 many of these “longer duration” growth stocks fell as their discounted present values were impacted by higher interest rates. As a result, we currently see many quality small-cap growth companies with the lowest valuations in years. Our research shows that the S&P Small Cap 600^® Growth Index is trading at an average price to earnings ratio of about 15. Across the last 25 years of monthly returns this P/E level has produced a 10-year annualized return of about 13 percent.

 

Todd and Kishore, continue for Congress and Sustainable, please.

 

Solomon (Congress – Mid-Cap Growth): Congress strives to maintain a low portfolio risk profile regardless of the market environment and the expected macroeconomic conditions. Uncertainties always abound in capital markets, but our process is focused on considering an investment’s growth profile, margin stability and valuation. While macro factors certainly do impact the favorability of these measures, we don’t vary the level of scrutiny based on outlook.

 

We are more concerned with any potential unforeseen market challenges as these may have a greater impact than those already identified and assumed by investors. Forecasts are often inaccurate, and we feel real-time review of any new information and its effects is the best way to protect capital.

 

Rao (Sustainable – Large-Cap Growth): While we are very aware of macroeconomic and geopolitical issues and consider them at a higher level, we do not position our portfolios based on top-down market outlooks. We look at each company based on its merits, focusing on key business quality and growth factors, including strong pricing power, recurring revenue streams and strong cash flow generation. This leads us to more predictable and sustainable growth companies that often sell consumables or have subscription-based or toll-taker type business models that are less impacted by macroeconomic volatility. As a result, our companies tend to have higher gross margins, better cash flow generation, less leverage and less earnings variability than the index. Most importantly, they are generally less susceptible to macro-induced earnings variability and well positioned for more uncertain environments with better downside protection than the index over time. Our focus on more predictable growth companies affects our relative returns: The portfolio generally outperforms in gradually appreciating markets when multiples are relatively stable but may underperform in periods favoring economically cyclical companies or expensive stocks with pronounced upward price momentum.

 

Annual Report | December 31, 2023

15

Liberty All-Star® Growth Fund

Manager Roundtable

(Unaudited)

 

True to its name, Liberty All-Star Growth Fund concentrates on growth stocks. At the same time shareholders benefit from exposure to a well-diversified portfolio of stocks across the capitalization range. From the perspective of a diversified growth portfolio, please discuss the risk and return characteristics that are distinctive to your capitalization focus for the Fund. Todd, take us inside the characteristics of your mid-cap portfolio.

 

Solomon (Congress – Mid-Cap Growth): We feel that mid- cap companies are often in the optimal phase of their life cycle—beyond the inherent volatility of the start-up phase, possessing a proven business plan and able to grow faster than larger companies. Mid-caps have historically provided an attractive mix of risk and return relative to larger and smaller peers over time. In addition, mid-cap companies derive less foreign revenues as a percentage of total revenue than larger companies but more than small companies. This could be an opportunity to gain measured international exposure without facing excessive currency volatility or political risk. Congress’ approach also considers diversification within our mid-cap portfolio. We avoid oversized individual positions and industry allocations to further mute volatility.

 

“Mid-cap companies are often in the optimal phase of their life cycle—beyond the inherent volatility of the start-up phase, possessing a proven business plan and able to grow faster than larger companies.”

 

—Todd Solomon

(Congress – Mid-Cap Growth)

 

Kishore and George, do the same, please, for your respective large-cap and small-cap growth portfolios.

 

Rao (Sustainable – Large-Cap Growth): Sustainable invests in more predictable larger capitalization growth businesses with strong pricing power, recurring revenue streams and attractive cash flow generation over the next three- to five-year period. Portfolio companies have expected earnings growth rates ranging from the mid-single digits to high 20s with a portfolio average of about 16 percent. We also invest in some select earlier lifecycle businesses, which offer similar characteristics as well as longer durations of growth. Portfolios are built purely on investment opportunity and not index membership. In recent years as the index has become highly concentrated in “The Magnificent Seven,” this approach has led our portfolios to be better diversified than those of many peers that have embraced the index regardless of the added risk that entails. While our portfolio construction is opportunity focused, we do set broad guidelines in terms of security, industry and sector weights to ensure proper diversification and risk control.

 

“Sustainable invests in more predictable larger capitalization growth businesses with strong pricing power, recurring revenue streams and attractive cash flow generation over the next three- to five-year period.”

 

—Kishore Rao

(Sustainable – Large-Cap Growth)

 

16	www.all-starfunds.com

Liberty All-Star® Growth Fund

Manager Roundtable

(Unaudited)

 

Dai (Weatherbie – Small-Cap Growth): A key tenet of our investment process is finding dynamic, high quality smaller-cap growth stocks in otherwise mundane industries. These “hidden gems” are often times shorter duration growth stocks with strong earnings and free cash flow in the near term. Beginning in 2021—and through the Fed’s rate hike-driven market of 2022/2023—we increased the weighting in several of these positions and are likely to maintain this incremental focus on quality into the new year.

 

Weatherbie growth stocks have differentiated business models and strong competitive positions. In our view, these companies control their own destiny to a greater extent than their peers. Looking to the year ahead, the market is currently anticipating inflation coming down, interest rates falling and fairly full valuation in the S&P 500 and large-cap stocks in general. As mentioned, smaller-cap growth companies are trading at a discount relative to broader indices versus historical levels. In our opinion, the highest quality, smaller-cap growth companies that actually warrant premium valuations are poised to deliver strong results.

 

“Weatherbie growth stocks have differentiated business models and strong competitive positions … these companies control their own destiny to a greater extent than their peers.”

 

—George Dai

(Weatherbie – Small-Cap Growth)

 

A great wrap-up and a great discussion, thanks to all of you. No one can predict market movements, but you can be prepared for them. Well thought-out strategies are timeless and almost always prove their value.

 

Annual Report | December 31, 2023

17

Liberty All-Star® Growth Fund

Schedule of Investments

December 31, 2023

 

		SHARES				VALUE
COMMON STOCKS (98.58%)
COMMUNICATION SERVICES (3.03%)
Entertainment (1.83%)
Netflix, Inc.(a)			6,963			$	3,390,145
Take-Two Interactive Software, Inc.(a)			17,500				2,816,625
							6,206,770
Interactive Media & Services (1.20%)
Alphabet, Inc., Class C(a)			28,879				4,069,918
CONSUMER DISCRETIONARY (10.52%)
Broadline Retail (3.11%)
Amazon.com, Inc.(a)			44,169				6,711,038
Ollie’s Bargain Outlet Holdings, Inc.(a)			44,855				3,404,046
Savers Value Village, Inc.(a)			26,961				468,582
							10,583,666
Distributors (0.82%)
Pool Corp.			7,000				2,790,970
Hotels, Restaurants & Leisure (3.82%)
Darden Restaurants, Inc.			19,500				3,203,850
Planet Fitness, Inc., Class A(a)			21,168				1,545,264
Starbucks Corp.			30,147				2,894,413
Wingstop, Inc.			6,022				1,545,125
Yum! Brands, Inc.			29,206				3,816,056
							13,004,708
Leisure Products (0.06%)
Latham Group, Inc.(a)			78,888				207,476
Specialty Retail (1.73%)
Ulta Beauty, Inc.(a)			7,000				3,429,930
Valvoline, Inc.(a)			65,000				2,442,700
							5,872,630
Textiles, Apparel & Luxury Goods (0.98%)
Deckers Outdoor Corp.(a)			5,000				3,342,150
CONSUMER STAPLES (1.58%)
Consumer Staples Distribution & Retail (0.64%)
BJ’s Wholesale Club Holdings, Inc.(a)			32,500				2,166,450
Household Products (0.83%)
Church & Dwight Co., Inc.			30,000				2,836,800

 

See Notes to Financial Statements.

18

www.all-starfunds.com

Liberty All-Star® Growth Fund

Schedule of Investments

December 31, 2023

 

		SHARES				VALUE
COMMON STOCKS (continued)
Personal Care Products (0.11%)
Oddity Tech, Ltd.(a)			8,254			$	384,059
ENERGY (1.41%)
Energy Equipment & Services (1.41%)
ChampionX Corp.			100,000				2,921,000
Core Laboratories, Inc.			53,342				942,020
Dril-Quip, Inc.(a)			41,045				955,117
							4,818,137
FINANCIALS (12.68%)
Capital Markets (6.81%)
FactSet Research Systems, Inc.			7,000				3,339,350
Hamilton Lane, Inc., Class A			38,449				4,361,655
MSCI, Inc.			7,178				4,060,236
Raymond James Financial, Inc.			22,500				2,508,750
S&P Global, Inc.			10,556				4,650,129
StepStone Group, Inc., Class A			133,697				4,255,575
							23,175,695
Consumer Finance (1.12%)
American Express Co.			17,090				3,201,640
Upstart Holdings, Inc.(a)(b)			15,244				622,870
							3,824,510
Financial Services (3.04%)
FleetCor Technologies, Inc.(a)			10,712				3,027,318
Flywire Corp.(a)			72,527				1,679,000
Visa, Inc., Class A			21,717				5,654,021
							10,360,339
Insurance (1.71%)
Aon PLC, Class A			12,845				3,738,152
Brown & Brown, Inc.			29,000				2,062,190
							5,800,342
HEALTH CARE (23.08%)
Biotechnology (3.02%)
ACADIA Pharmaceuticals, Inc.(a)			184,666				5,781,893
Natera, Inc.(a)			44,521				2,788,795
Ultragenyx Pharmaceutical, Inc.(a)			35,660				1,705,261
							10,275,949
Health Care Equipment & Supplies (7.60%)
Cooper Cos., Inc.			7,500				2,838,300
Glaukos Corp.(a)			73,446				5,838,222
Hologic, Inc.(a)			32,500				2,322,125

 

See Notes to Financial Statements.

Annual Report | December 31, 2023

19

Liberty All-Star® Growth Fund

Schedule of Investments

December 31, 2023

 

		SHARES				VALUE
COMMON STOCKS (continued)
Health Care Equipment & Supplies (continued)
Inmode, Ltd.(a)			17,733			$	394,382
Inogen, Inc.(a)			41,696				228,911
Inspire Medical Systems, Inc.(a)			21,139				4,300,307
iRhythm Technologies, Inc.(a)			13,756				1,472,442
Nevro Corp.(a)			124,271				2,674,312
ResMed, Inc.			14,000				2,408,280
STERIS PLC			14,000				3,077,900
Tandem Diabetes Care, Inc.(a)			11,291				333,988
							25,889,169
Health Care Providers & Services (4.49%)
Agiliti, Inc.(a)			112,178				888,450
NeoGenomics, Inc.(a)			102,552				1,659,291
Progyny, Inc.(a)			169,553				6,303,980
UnitedHealth Group, Inc.			10,065				5,298,921
US Physical Therapy, Inc.			12,148				1,131,465
							15,282,107
Health Care Technology (0.46%)
Definitive Healthcare Corp.(a)			156,155				1,552,181
Life Sciences Tools & Services (6.47%)
Bruker Corp.			35,000				2,571,800
Charles River Laboratories International, Inc.(a)			10,500				2,482,200
Danaher Corp.			20,633				4,773,238
IQVIA Holdings, Inc.(a)			13,863				3,207,621
Mettler-Toledo International, Inc.(a)			2,250				2,729,160
Thermo Fisher Scientific, Inc.			6,847				3,634,319
West Pharmaceutical Services, Inc.			7,500				2,640,900
							22,039,238
Pharmaceuticals (1.04%)
Novo Nordisk A/S(c)			34,182				3,536,128
INDUSTRIALS (16.52%)
Aerospace & Defense (0.99%)
AAR Corp.(a)			19,368				1,208,563
Cadre Holdings, Inc.			15,599				513,051
Kratos Defense & Security Solutions, Inc.(a)			80,770				1,638,824
							3,360,438
Commercial Services & Supplies (2.96%)
Casella Waste Systems, Inc., Class A(a)			60,651				5,183,234
Copart, Inc.			65,000				3,185,000

 

See Notes to Financial Statements.

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Liberty All-Star® Growth Fund

Schedule of Investments

December 31, 2023

 

		SHARES				VALUE
COMMON STOCKS (continued)
Commercial Services & Supplies (continued)
Montrose Environmental Group, Inc.(a)			53,206			$	1,709,509
							10,077,743
Construction & Engineering (1.70%)
EMCOR Group, Inc.			15,500				3,339,165
WillScot Mobile Mini Holdings Corp.(a)			55,000				2,447,500
							5,786,665
Electrical Equipment (0.95%)
nVent Electric PLC			55,000				3,249,950
Ground Transportation (2.96%)
Canadian Pacific Kansas City, Ltd.			54,534				4,311,458
RXO, Inc.(a)			78,624				1,828,794
Saia, Inc.(a)			9,000				3,943,980
							10,084,232
Machinery (2.13%)
Crane Co.			35,000				4,134,900
Watts Water Technologies, Inc., Class A			15,000				3,125,100
							7,260,000
Professional Services (1.77%)
Booz Allen Hamilton Holding Corp.			25,000				3,197,750
NV5 Global, Inc.(a)			2,121				235,686
Paycom Software, Inc.			12,500				2,584,000
							6,017,436
Trading Companies & Distributors (3.06%)
SiteOne Landscape Supply, Inc.(a)			30,758				4,998,175
Transcat, Inc.(a)			41,229				4,507,567
Xometry, Inc., Class A(a)			25,083				900,730
							10,406,472
INFORMATION TECHNOLOGY (22.41%)
Electronic Equipment, Instruments & Components (2.66%)
Fabrinet			13,000				2,474,290
Keysight Technologies, Inc.(a)			15,000				2,386,350
Novanta, Inc.(a)			7,624				1,283,958
Teledyne Technologies, Inc.(a)			6,500				2,900,885
							9,045,483
IT Services (0.96%)
Globant SA(a)			3,673				874,101
Perficient, Inc.(a)			36,649				2,412,237
							3,286,338

 

See Notes to Financial Statements.

Annual Report | December 31, 2023

21

Liberty All-Star® Growth Fund

Schedule of Investments

December 31, 2023

 

		SHARES				VALUE
COMMON STOCKS (continued)
Semiconductors & Semiconductor Equipment (4.37%)
Diodes, Inc.(a)			30,000			$	2,415,600
Entegris, Inc.			20,000				2,396,400
Impinj, Inc.(a)			31,340				2,821,540
Monolithic Power Systems, Inc.			5,500				3,469,290
NVIDIA Corp.			5,403				2,675,674
SiTime Corp.(a)			8,873				1,083,216
							14,861,720
Software (14.42%)
Autodesk, Inc.(a)			16,094				3,918,567
Intapp, Inc.(a)			29,864				1,135,429
Intuit, Inc.			6,463				4,039,569
Microsoft Corp.			18,710				7,035,709
nCino, Inc.(a)			38,364				1,290,181
Qualys, Inc.(a)			19,000				3,729,320
Rapid7, Inc.(a)			6,163				351,907
Salesforce, Inc.(a)			13,050				3,433,977
ServiceNow, Inc.(a)			4,855				3,430,009
Sprout Social, Inc.(a)			32,211				1,979,044
SPS Commerce, Inc.(a)			48,054				9,314,787
Vertex, Inc., Class A(a)			205,162				5,527,064
Workday, Inc., Class A(a)			14,216				3,924,469
							49,110,032
MATERIALS (3.69%)
Chemicals (2.10%)
Ecolab, Inc.			20,326				4,031,662
Sherwin-Williams Co.			9,997				3,118,064
							7,149,726
Containers & Packaging (1.59%)
Avery Dennison Corp.			15,000				3,032,400
Ball Corp.			41,432				2,383,169
							5,415,569
REAL ESTATE (3.66%)
Real Estate Management & Development (1.77%)
FirstService Corp.			37,156				6,022,616
Residential REITs (0.76%)
Sun Communities, Inc.			19,500				2,606,175

 

See Notes to Financial Statements.

22	www.all-starfunds.com

Liberty All-Star® Growth Fund

Schedule of Investments

December 31, 2023

 

		SHARES				VALUE
COMMON STOCKS (continued)
Specialized REITs (1.13%)
Equinix, Inc.			4,770			$	3,841,710
TOTAL COMMON STOCKS
(COST OF $234,467,614)							335,601,697
SHORT TERM INVESTMENTS (2.74%)
MONEY MARKET FUND (2.54%)
State Street Institutional US Government Money Market Fund, Premier Class, 5.31%(d)
(COST OF $8,642,562)			8,642,562				8,642,562
INVESTMENTS PURCHASED WITH COLLATERAL FROM SECURITIES LOANED (0.20%)
State Street Navigator Securities Lending Government Money Market Portfolio, 5.36%
(COST OF $689,791)			689,791				689,791
TOTAL SHORT TERM INVESTMENTS
(COST OF $9,332,353)							9,332,353
TOTAL INVESTMENTS (101.32%)
(COST OF $243,799,967)							344,934,050
LIABILITIES IN EXCESS OF OTHER ASSETS (-1.32%)							(4,484,046	)
NET ASSETS (100.00%)						$	340,450,004
NET ASSET VALUE PER SHARE
(59,218,601 SHARES OUTSTANDING)						$	5.75

 

(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 $622,870.

(c)

American Depositary Receipt.

(d)

Rate reflects seven-day effective yield on December 31, 2023.

 

See Notes to Financial Statements.

Annual Report | December 31, 2023

23

Liberty All-Star® Growth Fund

Statement of Assets and Liabilities

December 31, 2023

 

ASSETS:
Investments at value (Cost $243,799,967)(a)		$	344,934,050
Dividends and interest receivable			120,416
Tax reclaim receivable			2,552
Prepaid and other assets			65,241
TOTAL ASSETS			345,122,259
LIABILITIES:
Distributions payable to shareholders			3,531,311
Investment advisory fee payable			221,599
Payable for administration, pricing and bookkeeping fees			58,024
Payable for collateral upon return of securities loaned			689,791
Accrued Directors’ fees payable			6,849
Accrued expenses			164,681
TOTAL LIABILITIES			4,672,255
NET ASSETS		$	340,450,004
NET ASSETS REPRESENTED BY:
Paid-in capital		$	275,812,951
Total distributable earnings			64,637,053
NET ASSETS		$	340,450,004
Shares of common stock outstanding (authorized 200,000,000 shares at $0.10 Par)			59,218,601
NET ASSET VALUE PER SHARE		$	5.75

 

(a)

Includes securities on loan of $622,870.

 

See Notes to Financial Statements.

24	www.all-starfunds.com

Liberty All-Star® Growth Fund

Statement of Operations

For the Year Ended December 31, 2023

 

INVESTMENT INCOME:
Dividends (Net of foreign taxes withheld at source which amounted to $8,964)		$	1,996,315
Securities lending income			26,842
TOTAL INVESTMENT INCOME			2,023,157
EXPENSES:
Investment advisory fee			2,505,758
Administration, pricing and bookkeeping fees			629,454
Audit fee			19,432
Custodian fee			37,941
Directors’ fees and expenses			122,183
Insurance expense			10,454
Legal fees			39,380
NYSE fee			64,794
Proxy fees			30,893
Shareholder communication expenses			23,973
Transfer agent fees			81,923
Miscellaneous expenses			5,130
TOTAL EXPENSES			3,571,315
NET INVESTMENT LOSS			(1,548,158	)
REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS:
Net realized loss on investments			(8,850,739	)
Net realized loss on foreign currency transactions			(107	)
Net change in unrealized appreciation on investments			66,429,117
Net change in unrealized depreciation on foreign currency transactions			(11	)
NET REALIZED AND UNREALIZED GAIN/(LOSS) ON INVESTMENTS			57,578,260
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS		$	56,030,102

 

See Notes to Financial Statements.

Annual Report | December 31, 2023

25

Liberty All-Star® Growth Fund

Statements of Changes in Net Assets

 

		For the Year Ended December 31, 2023				For the Year Ended December 31, 2022
FROM OPERATIONS:
Net investment loss		$	(1,548,156	)		$	(2,001,172	)
Net realized loss on investments			(8,850,848	)			(19,749,593	)
Net change in unrealized appreciation/(depreciation) on investments			66,429,106				(118,492,798	)
Net Increase/(Decrease) in Net Assets From Operations			56,030,102				(140,243,563	)
DISTRIBUTIONS TO SHAREHOLDERS:
From distributable earnings			(1,404,630	)			(27,962,642	)
Return of capital			(23,519,102	)			–
Total Distributions			(24,923,732	)			(27,962,642	)
CAPITAL SHARE TRANSACTIONS:
Dividend reinvestments			10,391,899				11,196,747
Net increase resulting from Capital Share Transactions			10,391,899				11,196,747
Total Increase/(Decrease) in Net Assets			41,498,269				(157,009,458	)
NET ASSETS:
Beginning of year			298,951,735				455,961,193
End of year		$	340,450,004			$	298,951,735

 

See Notes to Financial Statements.

26	www.all-starfunds.com

Intentionally Left Blank

Liberty All-Star^® Growth Fund

Financial Highlights

 

PER SHARE OPERATING PERFORMANCE:

Net asset value at beginning of year

INCOME FROM INVESTMENT OPERATIONS:

Net investment loss(a)

Net realized and unrealized gain/(loss) on investments

Total from Investment Operations

LESS DISTRIBUTIONS TO SHAREHOLDERS:

Net investment income

Net realized gain on investments

Return of capital

Total Distributions

Change due to rights offering(b)

Net asset value at end of year

Market price at end of year

TOTAL INVESTMENT RETURN FOR SHAREHOLDERS:(c)

Based on net asset value

Based on market price

RATIOS AND SUPPLEMENTAL DATA:

Net assets at end of period (millions)

Ratio of expenses to average net assets

Ratio of net investment loss to average net assets

Portfolio turnover rate

 

(a)

Calculated using average shares outstanding during the period.

(b)

Effect of Fund’s rights offering for shares at a price below net asset value, net of costs.

(c)

Calculated assuming all distributions are reinvested at actual reinvestment prices and all primary rights in the Fund’s rights offering were exercised. The net asset value and market price returns will differ depending upon the level of any discount from or premium to net asset value at which the Fund’s shares traded during the period. Past performance is not a guarantee of future results.

 

See Notes to Financial Statements.

28	www.all-starfunds.com

Financial Highlights

 

For the Year Ended December 31,
2023				2022				2021				2020				2019
$	5.23			$	8.25			$	7.98			$	6.19			$	4.94
	(0.03	)			(0.04	)			(0.06	)			(0.05	)			(0.03	)
	0.98				(2.48	)			1.46				2.51				1.74
	0.95				(2.52	)			1.40				2.46				1.71
	(0.02	)			–				–				–				–
	–				(0.50	)			(1.02	)			(0.63	)			(0.46	)
	(0.41	)			–				–				–				–
	(0.43	)			(0.50	)			(1.02	)			(0.63	)			(0.46	)
	–				–				(0.11	)			(0.04	)			–
$	5.75			$	5.23			$	8.25			$	7.98			$	6.19
$	5.28			$	4.93			$	9.00			$	8.20			$	6.50
	19.4	%			(31.0	%)			18.1	%			42.4	%			35.8	%
	16.3	%			(40.4	%)			25.4	%			39.4	%			60.5	%
$	340			$	299			$	456			$	338			$	235
	1.13	%			1.14	%			1.12	%			1.20	%			1.22	%
	(0.49	%)			(0.60	%)			(0.66	%)			(0.69	%)			(0.57	%)
	39	%			31	%			42	%			55	%			34	%

 

Annual Report | December 31, 2023

29

Liberty All-Star® Growth Fund

Notes to Financial Statements

December 31, 2023

 

NOTE 1. ORGANIZATION 

Liberty All-Star^® Growth Fund, Inc. (the “Fund”) is a Maryland corporation registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as a diversified, closed-end management investment company.

 

Investment Goal

The Fund seeks long-term capital appreciation.

 

Fund Shares

The Fund may issue 200,000,000 shares of common stock at $0.10 par.

 

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES 

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. The Fund is considered an investment company under U.S. generally accepted accounting principles (“GAAP”) and follows the accounting and reporting guidance applicable to investment companies in the Financial Accounting Standards Board Accounting Standards Codification Topic 946 Financial Services - Investment Companies.

 

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from these estimates.

 

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 (“State Street Navigator”), a registered investment company under 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 (“NAV”) 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”). The Board has designated ALPS Advisors, Inc. (the “Advisor”) as the Fund’s Valuation Designee (as defined in Rule 2a-5 under the 1940 Act). The Valuation Designee is responsible for determining fair value in good faith for all Fund investments, subject to oversight by 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’s Valuation Committee, using fair valuation procedures established by the Valuation Designee. 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.

 

30	www.all-starfunds.com

Liberty All-Star® Growth Fund

Notes to Financial Statements

December 31, 2023

 

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 are recorded on the ex-date.

 

Dividend income is recognized on the ex-dividend date, or for certain foreign securities, as soon as information is available to the Fund. Withholding taxes on foreign dividends are paid (a portion of which may be reclaimable) or provided for in accordance with the applicable country’s tax rules and rates and are disclosed in the Statement of Operations.

 

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 State Street Navigator. 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. Income earned by the Fund from securities lending activity is disclosed in the Statement of Operations.

 

Annual Report | December 31, 2023

31

Liberty All-Star® Growth Fund

Notes to Financial Statements

December 31, 2023

 

The following is a summary of the Fund’s securities lending positions and related cash and non-cash collateral received as of December 31, 2023:

 

Market Value of Securities on Loan				Cash Collateral Received				Non-Cash Collateral Received				Total Collateral Received
$	622,870			$	689,791			$	–			$	689,791

 

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.

 

The following table reflects a breakdown of transactions accounted for as secured borrowings, the gross obligation by the type of collateral pledged or securities loaned, and the remaining contractual maturity of those transactions as of December 31, 2023:

 

						Remaining contractual maturity of the agreements
Securities Lending Transactions		Overnight & Continuous				Up to 30 days				30-90 days				Greater than 90 days				Total
State Street Navigator		$	689,791			$	–			$	–			$	–			$	689,791
Total Borrowings																		$	689,791
Gross amount of recognized liabilities for securities lending (collateral received)																		$	689,791

 

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.

 

32	www.all-starfunds.com

Liberty All-Star® Growth Fund

Notes to Financial Statements

December 31, 2023

 

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 open-end mutual funds 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 December 31, 2023:

 

		Valuation Inputs
Investments in Securities at Value		Level 1				Level 2				Level 3				Total
Common Stocks*		$	335,601,697			$	–			$	–			$	335,601,697
Short Term Investments			9,332,353				–				–				9,332,353
Total		$	344,934,050			$	–			$	–			$	344,934,050

 

*

See Schedule of Investments for industry classifications.

 

The Fund did not have any securities that used significant unobservable inputs (Level 3) in determining fair value during the period. There were no transfers into or out of Level 3 during the year ended December 31, 2023.

 

Annual Report | December 31, 2023

33

Liberty All-Star® Growth Fund

Notes to Financial Statements

December 31, 2023

 

Distributions to Shareholders

The Fund currently has a policy of paying distributions on its common shares totaling approximately 8% of its net asset value per year. The distributions are payable in four quarterly distributions of 2% of the Fund’s net asset value at the close of the New York Stock Exchange on the Friday prior to each quarterly declaration date. Distributions to shareholders are recorded on ex-date.

 

NOTE 3. RISKS

Investment and Market Risk

An investment in shares is subject to investment risk, including the possible loss of the entire amount invested. An investment in shares represents an indirect investment in the securities owned by the Fund, most of which are anticipated to be traded on a national securities exchange or in the over-the-counter markets. The value of these securities, like other market investments, may move up or down, sometimes rapidly and unpredictably. Shares at any point in time may be worth less than their original cost, even after taking into account the reinvestment of dividends and other distributions.

 

Common Stock Risk

The Fund is not limited in the percentage of its assets that may be invested in common stocks and other equity securities, and therefore a risk of investing in the Fund is common stock or equity risk. Equity risk is the risk that the market value of securities held by the Fund will fall due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, and the particular circumstances and performance of particular companies whose securities the Fund holds. In addition, common stock of an issuer in the Fund’s portfolio may decline in price if the issuer fails to make anticipated dividend payments because, among other reasons, the issuer of the security experiences a decline in its financial condition. Common equity securities in which the Fund will invest are structurally subordinated to preferred stocks, bonds and other debt instruments in a company’s capital structure, in terms of priority to corporate income, and therefore will be subject to greater payment risk than preferred stocks or debt instruments of such issuers. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in their returns.

 

Growth stocks are stocks of companies believed to have above-average potential for growth in revenue and earnings. In certain market conditions, prices of growth stocks may be more sensitive to changes in current or expected earnings than the prices of other stocks. Growth stocks may not perform as well as the stock market in general.

 

Foreign Currency Risk

Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Portfolios do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Portfolios books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments insecurities at fiscal period end, resulting from changes in exchange rates.

 

34	www.all-starfunds.com

Liberty All-Star® Growth Fund

Notes to Financial Statements

December 31, 2023

 

Market Disruption and Geopolitical Risk

Social, political, and economic events, such as natural disasters and health emergencies (e.g., epidemics and pandemics, such as the recent COVID-19 outbreak), ongoing U.S military activities and political developments, as well as the threat of terrorist attacks, could have significant adverse effects on the U.S. economy, the stock market, world economies and markets generally, and may lead to volatility in the value of the Fund’s investments. These types of events may develop quickly and unexpectedly and could significantly impact issuers, industries, governments and other systems, including financial markets. Global systems are increasingly interconnected, and an event in one area of the world may have adverse effects in other economies and financial markets. It is difficult to predict the timing or duration of an event, or its impact on the Fund and its shareholders.

 

NOTE 4. FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. Reclassifications are made to the Fund’s capital accounts for permanent tax differences to reflect income and gains available for distribution (or available capital loss carryforwards) under income tax regulations. If, for any calendar year, the total distributions made under the distribution policy exceed the Fund’s net investment income and net realized capital gains, the excess will generally be treated as a non-taxable return of capital, reducing the shareholder’s adjusted basis in his or her shares. If the Fund’s net investment income and net realized capital gains for any year exceed the amount distributed under the distribution policy, the Fund may, in its discretion, retain and not distribute net realized capital gains and pay income tax thereon to the extent of such excess. The Fund recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statement of Operations.

 

Classification of Distributions to Shareholders

Net investment income/(loss) and net realized gain/(loss) may differ for financial statement and tax purposes. The character of distributions made during the year from net investment income or net realized gains may differ from its ultimate characterization for federal income tax purposes. Due to the timing of dividend distributions, the fiscal year in which amounts are distributed may differ from the fiscal year in which the income or realized gain was recorded by the Fund. The amounts and characteristics of tax basis distributions and composition of distributable earnings/(accumulated losses) are determined at the time in which distributions are paid, which may occur after the fiscal year end.

 

Annual Report | December 31, 2023

35

Liberty All-Star® Growth Fund

Notes to Financial Statements

December 31, 2023

 

The tax character of distributions paid during the years ended December 31, 2023 and December 31, 2022 were as follows:

 

Distributions Paid From:		December 31, 2023				December 31, 2022
Long-term capital gains			–				23,490,602
Return of Capital			23,519,102				–
Total		$	23,519,102			$	23,490,602

 

The Fund declared a distribution of $5,876,670 with an ex-date in 2023 that was paid in 2024. Such amount is not included above, and the tax character of such distributions will be determined at the end of 2024.

 

The Fund declared a distribution of $5,671,988 with an ex-date in 2022 that was paid in 2023. The tax character of $4,472,040 of this distribution was determined in the current fiscal year.

 

As of December 31, 2023, the components of distributable earnings on a tax basis were as follows:

 

Undistributed Ordinary Income				Accumulated Capital Losses				Net Unrealized Appreciation				Other Cumulative Effect of Timing Differences				Total
$	–			$	(27,320,647	)		$	97,816,235			$	(5,858,535	)		$	64,637,053

 

For the year ended December 31, 2023, permanent book and tax basis differences resulting primarily from net operating loss offset to Paid-in Capital was identified and reclassified among the components of the Fund’s net assets as follows:

 

Distributable earnings				Paid-In Capital
$	1,549,238			$	(1,549,238	)

 

As of December 31, 2023, the cost of investments for federal income tax purposes and accumulated net unrealized appreciation/(depreciation) on investments was as follows:

 

Cost of Investments				Gross unrealized Appreciation (excess of value over tax cost)				Gross unrealized Depreciation (excess of tax cost over value)				Unrealized Depreciation on Foreign Currencies				Net Unrealized Appreciation
$	247,117,803			$	109,506,451			$	(11,690,204	)		$	(12	)		$	97,816,235

 

The differences between book-basis and tax-basis are primarily due to deferral of losses from wash sales and the differing treatment of certain other investments.

 

36	www.all-starfunds.com

Liberty All-Star® Growth Fund

Notes to Financial Statements

December 31, 2023

 

Under current law, capital losses maintain their character as short-term or long-term and are carried forward to the next tax year without expiration. As of the current fiscal year end, the following amounts are available as carry forwards to the next tax year:

 

Short-Term				Long-Term
$	23,071,143			$	4,099,417

 

The Fund elects to defer to the period ending December 31, 2024, capital losses recognized during the period November 1, 2023 through December 31, 2023 in the amount of $150,087.

 

Federal Income Tax Status

For federal income tax purposes, the Fund currently qualifies, and intends to remain qualified, as a regulated investment company under the provisions of Subchapter M of the Internal Revenue Code of 1986, as amended, by distributing substantially all of its investment company taxable net income including realized gain, not offset by capital loss carryforwards, if any, to its shareholders. Accordingly, no provision for federal income or excise taxes has been made.

 

As of and during the year ended December 31, 2023, the Fund did not have a liability for any unrecognized tax benefits. The Fund files U.S. federal, state, and local tax returns as required. The Fund’s tax returns are subject to examination by the relevant tax authorities until expiration of the applicable statute of limitations, which is generally three years after the filing of the tax return. Tax returns for open years have incorporated no uncertain tax positions that require a provision for income taxes.

 

NOTE 5. FEES AND COMPENSATION PAID TO AFFILIATES

Investment Advisory Fee

AAI serves as the investment advisor to the Fund. AAI receives a monthly investment advisory fee based on the Fund’s average daily net assets at the following annual rates:

 

Average Daily Net Assets	Annual Fee Rate
First $300 million	0.80%
Over $300 million	0.72%

 

Investment Advisory Fees for the year ended December 31, 2023 are reported on the Statement of Operations.

 

AAI retains multiple Portfolio Managers to manage the Fund’s investments in various asset classes. AAI pays each Portfolio Manager a portfolio management fee based on the assets of the investment portfolio that they manage. The portfolio management fee is paid from the investment advisory fees collected by AAI and is based on the Fund’s average daily net assets at the following annual rates:

 

Average Daily Net Assets	Annual Fee Rate
First $300 million	0.40%
Over $300 million	0.36%

 

Annual Report | December 31, 2023

37

Liberty All-Star® Growth Fund

Notes to Financial Statements

December 31, 2023

 

Administration, Bookkeeping and Pricing Services

ALPS Fund Services, Inc. (“ALPS”), an affiliate of AAI, serves as the administrator to the Fund and the Fund has agreed to pay expenses incurred in connection with this service. Pursuant to an Administrative, Bookkeeping and Pricing Services Agreement, ALPS provides operational services to the Fund including, but not limited to, fund accounting and fund administration and generally assists in the Fund’s operations. The Fund’s administration fee is accrued on a daily basis and paid monthly. Administration, Pricing and Bookkeeping fees paid by the Fund for the year ended December 31, 2023 are disclosed in the Statement of Operations.

 

The Fund also reimburses ALPS for out-of-pocket expenses and charges, including fees payable to third parties for pricing the Fund’s portfolio securities and direct internal costs incurred by ALPS in connection with providing fund accounting oversight and monitoring and certain other services.

 

Fees Paid to Officers

All officers of the Fund, including the Fund’s Chief Compliance Officer, are employees of AAI or its affiliates, and receive no compensation from the Fund. The Board of Directors has appointed a Chief Compliance Officer to the Fund in accordance with federal securities regulations.

 

NOTE 6. PORTFOLIO INFORMATION

Purchases and Sales of Securities

For the year ended December 31, 2023, the cost of purchases and proceeds from sales of securities, excluding short-term obligations, were $116,842,209 and $131,745,587 respectively.

 

NOTE 7. CAPITAL TRANSACTIONS

During the years ended December 31, 2023 and December 31, 2022, distributions in the amounts of $10,391,899 and $11,196,747, respectively, were paid in newly issued shares valued at market value or net asset value, but not less than 95% of market value. Such distributions resulted in the issuance of 2,008,316 and of 1,934,241 shares, respectively.

 

Under the Fund’s Automatic Dividend Reinvestment and Direct Purchase Plan (the “Plan”), shareholders automatically participate and have all their Fund dividends and distributions reinvested. Under the Plan, all dividends and distributions will be reinvested in additional shares of the Fund. Distributions declared payable in cash will be reinvested for the accounts of participants in the Plan in additional shares purchased by the Plan Agent on the open market at prevailing market prices, subject to certain limitations as described more fully in the Plan. Distributions declared payable in shares are paid to participants in the Plan entirely in newly issued full and fractional shares valued at the lower of market value or net asset value per share on the valuation date for the distribution (but not at a discount of more than 5 percent from market price). Dividends and distributions are subject to taxation, whether received in cash or in shares.

 

NOTE 8. 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.

 

38	www.all-starfunds.com

Liberty All-Star® Growth Fund

Notes to Financial Statements

December 31, 2023

 

NOTE 9. OTHER MATTERS

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. A January 2023 Memorandum of Decision and Order issued by a Massachusetts Superior Court judge has held that a by-laws provision limiting the ability of shareholders to vote shares in excess of a specified amount is not permissible under the Investment Company Act of 1940. As a result of this decision, there is some uncertainty whether a registered investment company such as the Fund may rely on the Maryland Business Control Share Acquisition Act.

 

NOTE 10. SUBSEQUENT EVENTS

Subsequent events, if any, after the date of the Statement of Assets and Liabilities have been evaluated through the date the financial statements are issued. Management has determined that there were no subsequent events to report through the issuance of these financial statements.

 

Annual Report | December 31, 2023

39

Liberty All-Star® Growth Fund

Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Directors of Liberty All-Star^® Growth Fund, Inc.

 

Opinion on the Financial Statements 

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of Liberty All-Star^® Growth Fund, Inc. (the “Fund”) as of December 31, 2023, the related statement of operations for the year then ended, and the statements of changes in net assets, the related notes, and the financial highlights for each of the two years in the period then ended (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2023, the results of its operations for the year then ended, and the changes in net assets, and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

 

The Fund’s financial highlights for the years ended December 31, 2021, and prior, were audited by other auditors whose report dated February 25, 2022, expressed an unqualified opinion on those financial highlights.

 

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2023, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

We have served as the auditor of one or more investment companies advised by ALPS Advisors, Inc. since 2013.

 

 

 

COHEN & COMPANY, LTD.

Cleveland, Ohio

February 22, 2024

 

40	www.all-starfunds.com

Liberty All-Star® Growth Fund

Automatic Dividend Reinvestment and Direct Purchase Plan

(Unaudited)

 

Under the Fund’s Automatic Dividend Reinvestment and Direct Purchase Plan (the “Plan”), shareholders automatically participate and have all their Fund dividends and distributions reinvested by Computershare Trust Company, N.A., as agent for participants in the Plan (the “Plan Agent”), in additional shares of the Fund. For further information, call Investor Assistance at 1-800-LIB-FUND (1-800-542-3863) weekdays between 9 a.m. and 5 p.m. Eastern Time.

 

Shareholders whose shares are held in the name of a brokerage firm, bank or other nominee can participate in the Plan only if their brokerage firm, bank or nominee is able to do so on their behalf. Shareholders participating in the Plan through a brokerage firm may not be able to transfer their shares to another brokerage firm and continue to participate in the Plan.

 

Under the Plan, all dividends and distributions will be reinvested in additional shares of the Fund. Distributions declared payable in cash will be reinvested for the accounts of participants in the Plan in additional shares purchased by the Plan Agent on the open market at prevailing market prices. If, prior to the Plan Agent’s completion of such open market purchases, the market price of a share plus estimated brokerage commissions exceeds the net asset value, the remainder of the distribution will be paid in newly issued shares valued at net asset value (but not at a discount of more than 5% from market price). Distributions declared payable in shares (or cash at the option of shareholders) are paid to participants in the Plan entirely in newly issued full and fractional shares valued at the lower of market value or net asset value per share on the valuation date for the distribution (but not at a discount of more than 5 percent from market price). Dividends and distributions are subject to taxation, whether received in cash or in shares.

 

Plan participants have the option of making additional investments of $100 or more on a monthly basis up to a maximum of $120,000 in a calendar year. These direct purchases will be invested on or shortly after the 15th of each month and direct purchases should be sent so as to be received by the Plan Agent at least two business days prior to the next investment date. Barring suspension of trading, direct purchases will be invested within 35 days after such date. Alternatively, participants can authorize an automatic monthly deduction from a checking or savings account at a U.S. bank or other financial institution. A participant may withdraw a direct purchase by written notice received by the Plan Agent at least two business days before such payment is to be invested.

 

The Plan Agent maintains all shareholder accounts in the Plan and furnishes confirmations of all transactions in the account, including information needed by shareholders for tax records. Shares in the account of each Plan participant will be held by the Plan Agent in book-entry or noncertificated form in the name of the participant, and each shareholder’s proxy will include those shares purchased or received pursuant to the Plan.

 

There is no charge to participants for reinvesting distributions pursuant to the Plan. The Plan Agent’s fees are paid by the Fund, therefore indirectly by shareholders. There are no brokerage charges with respect to shares issued directly by the Fund as a result of dividends or distributions declared payable in shares. However, each participant bears a per share fee (which includes any brokerage commissions the Plan Agent is required to pay) incurred with respect to the Plan Agent’s open market purchases in connection with the reinvestment of distributions declared payable in cash.

 

Annual Report | December 31, 2023

41

Liberty All-Star® Growth Fund

Automatic Dividend Reinvestment and Direct Purchase Plan

(Unaudited)

 

With respect to direct purchases, the Plan Agent will charge $1.25 for purchase by check and $2.00 for automatic investment transactions, plus a per share fee (which includes any brokerage commissions the Plan Agent is required to pay). Sales of shares held in the Plan will also be subject to a service fee of $2.50 and a per share fee currently $0.10. All fees described in this summary are subject to change. Please contact the Plan Agent for the current fees.

 

Shareholders may terminate their participation in the Plan by notifying the Plan Agent by telephone, through the Internet or in writing. Such termination will be effective immediately if notice is received by The Plan Agent prior to any dividend record date.

 

The Fund reserves the right to amend or terminate the Plan.

 

The full text of the Plan may be found on the Fund’s website at www.all-starfunds.com.

 

42	www.all-starfunds.com

Liberty All-Star® Growth Fund

Additional Information

(Unaudited)

 

TAX INFORMATION

 

All 2023 distributions whether received in cash or shares of the Fund consist of return of capital.

 

The table below details the breakdown of each 2023 distribution for federal income tax purposes.

 

			Total Ordinary Dividends
Record Date	Payable Date	Amount per Share	Qualified	Non- Qualified	Long-Term Capital Gains	Return of Capital
11/18/2022*	01/03/2023	$0.078844	—	—	—	100%
01/20/2023	03/06/2023	$0.11	—	—	—	100%
04/21/2023	06/05/2023	$0.11	—	—	—	100%
07/21/2023	09/05/2023	$0.11	—	—	—	100%
11/17/2023**	01/02/2024	$0.10	—	—	—	—

 

*

Pursuant to Section 852 of the Internal Revenue Code, the taxability of this distribution will be reported in the Form 1099-DIV for 2023.

**

Pursuant to Section 852 of the Internal Revenue Code, the taxability of this distribution will be reported in the Form 1099-DIV for 2024.

 

SHAREHOLDER MEETING RESULTS

 

On August 24, 2023, the Annual Meeting of Shareholders of the Fund was held to elect two Directors to the Board. On June 12, 2023, the record date for the meeting, the Fund had outstanding 58,237,048 shares of common stock. The votes cast at the meeting were as follows:

 

Proposal – To elect two Directors:

 

Nominee	For	Against/Withheld
Maureen K. Usifer	39,330,279.501	2,040,276.490
Milton M. Irvin	39,817,609.598	1,552,946.393

 

Annual Report | December 31, 2023

43

Liberty All-Star® Growth Fund

Directors and Officers

(Unaudited)

 

The names of the Directors and Officers of the Fund, the date each was first elected or appointed to office, their term of office, their principal business occupations and other directorships they have held during at least the last five years, are shown below.

 

DISINTERESTED DIRECTORS

 

Name (Year of Birth) and Address*	Position with Fund, Term of Office and Length of Service	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Director**	Other Directorships Held by the Director During the Past Five Years
Thomas W. Brock Year of Birth: 1947	Director since 2005; Chairman since 2015; Term expires 2024	Chief Executive Officer, Silver Bay Realty (2016-2017); Acting Chief Executive Officer, Silver Bay Realty (2016), Director, Silver Bay Realty (2012-2017)	2	Trustee, Liberty All-Star® Equity Fund. (since 2005); Trustee, Equitable AXA Annuity Trust (since 2016), and 1290 Funds (since 2016)
Edmund J. Burke Year of Birth: 1961	Director since 2006; Term expires 2025	Mr. Burke is currently a partner at ETF Action, a web-based system that provides data and analytics to registered investment advisers, (since 2020) and a Director of Alliance Bioenergy Plus, Inc., technology company focused on emerging technologies in the renewable energy, biofuels, and bioplastics technology sectors (since 2020). Mr. Burke joined ALPS in 1991 and served as the President and Director of ALPS Holdings, Inc., and ALPS Advisors, Inc., and Director of ALPS Distributors, Inc., ALPS Fund Services, Inc., and ALPS Portfolio Solutions Distributor, Inc. (collectively, the “ALPS Companies”). Mr. Burke retired from the ALPS Companies in June 2019.	34	Trustee, Liberty All-Star® Equity Fund. (since 2006); Trustee, ALPS ETF Trust (since 2017); Trustee, Financial Investors Trust (since 2009); Trustee, Clough Global Dividend and Income Fund (since 2004); Trustee, Clough Global Equity Fund (since 2006); Trustee, Clough Global Opportunities Fund (since 2006)

 

44	www.all-starfunds.com

Liberty All-Star® Growth Fund

Directors and Officers

(Unaudited)

 

Name (Year of Birth) and Address*	Position with Fund, Term of Office and Length of Service	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Director**	Other Directorships Held by the Director During the Past Five Years
Milton M. Irvin Year of Birth: 1949	Director since 2018; Term expires 2026	Retired (2012); Chair, Advisory Board Member Castle Oak Securities (2012-present); Chair, Investment Committee Member Executive Leadership Council (2006-2020); Chair, Board Member South Carolina State University (2015-2020); Graduate Executive Board Member Wharton School (2009-2016)	2	Trustee, Liberty All-Star® Equity Fund. (since 2018)
John J. Neuhauser Year of Birth: 1943	Director since 1998; Term expires 2024	Retired. Formerly, President, St. Michael’s College (2007-2018); University Professor December 2005-2007, Boston College (formerly Academic Vice President and Dean of Faculties, from 1999 - 2005, Boston College)	2	Trustee, Liberty All-Star® Equity Fund. (since 1998)
Maureen K. Usifer Year of Birth: 1960	Director since 2018; Term expires 2026	Director PC Construction (2021-Present); Board Member Green Mountain Care Board (2017-2021); Board Advisor, Healthy Living Market (2017-Present); Board of Trustees, Saint Michael’s College (2015-Present), and Chief Financial Officer, Seventh Generation, Inc. (2012-2016)	2	Trustee, Liberty All-Star® Equity Fund. (since 2018); Director BlackRock Capital Investment Corporation (2005-Present); Trustee, BlackRock Private Credit Fund (2022-Present)

 

*

The address for all Directors is: c/o ALPS Fund Services, Inc., 1290 Broadway, Suite 1000, Denver, CO 80203.

**

The “Fund Complex” for the Fund includes the Fund, Liberty All-Star® Equity Fund, and any registered investment company advised by ALPS Advisors, Inc. or any registered investment company sub-advised by Congress Asset Management Company, LLP, Sustainable Growth Advisers, LP, and Weatherbie Capital, LLC.

 

Annual Report | December 31, 2023

45

Liberty All-Star® Growth Fund

Directors and Officers

(Unaudited)

 

OFFICERS

 

Name, (Year of Birth) and Address*	Position Held with the Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years
Mark T. Haley, CFA (1964)	President	2023	President of the Liberty All-Star Funds (since April 2023); Senior Vice President of the Liberty All-Star Funds (January 1999-April 2023); Senior Vice President, ALPS Advisors, Inc. (since 2006); Vice President, Banc of America Investment Advisors (1999-2006). Mr. Haley is deemed an affiliate of the Fund as defined under the 1940 Act.
Robert Milas, CFA, CAIA (1966)	Vice President	2022	Vice President of the Liberty All-Star Funds (since December 2022); Director of Research, ALPS Advisors, Inc. (since 2022); Chief Investment Officer, Alpha Pension Group (2018-2022). Mr. Milas is deemed an affiliate of the Fund as defined under the 1940 Act.
Erich Rettinger (1985)	Treasurer	2021	Vice President of ALPS Advisors, Inc. (since 2021); Vice President and Fund Controller of ALPS Fund Services, Inc. (2013-2021). Mr. Rettinger is also Treasurer of Liberty All- Star® Equity Fund, ALPS ETF Trust, Principal Real Estate Income Fund, and ALPS Variable Investment Trust. Mr. Rettinger is deemed an affiliate of the Fund as defined under the 1940 Act.
Matthew Sutula (1985)	Chief Compliance Officer	2019	Chief Compliance Officer of ALPS Advisors, Inc. (since 2019). Prior to his current role, Mr. Sutula served as Compliance Manager and Senior Compliance Analyst for AAI, as well as Compliance Analyst for ALPS Fund Services, Inc. Prior to joining ALPS, he spent seven years at Morningstar, Inc. in various analyst roles supporting the registered investment company databases. Mr. Sutula is also Chief Compliance Officer of Liberty All-Star® Equity Fund, ALPS ETF Trust, Principal Real Estate Income Fund, and ALPS Variable Investment Trust. Mr. Sutula is deemed an affiliate of the Fund as defined under the 1940 Act.

 

46	www.all-starfunds.com

Liberty All-Star® Growth Fund

Directors and Officers

(Unaudited)

 

Name, (Year of Birth) and Address*	Position Held with the Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past Five Years
Sareena Khwaja-Dixon (1980)	Secretary	2016	Principal Legal Counsel and Vice President of ALPS Fund Services, Inc. (since 2020); Senior Counsel and Vice President of ALPS Fund Services, Inc. (2015-2020). Ms. Khwaja-Dixon is also Secretary of Liberty All-Star® Equity Fund and Assistant Secretary of RiverNorth Opportunities Fund, Inc., RiverNorth Capital and Income Fund, Inc., RiverNorth/DoubleLine Strategic Opportunity Fund, Inc., RiverNorth Opportunistic Municipal Income Fund, Inc., RiverNorth Flexible Municipal Income Fund, Inc., RiverNorth Managed Duration Municipal Income Fund, Inc., RiverNorth Flexible Municipal Income Fund II, Inc., RiverNorth Managed Duration Municipal Income Fund II, Inc. and RiverNorth Funds. Ms. Khwaja-Dixon is deemed an affiliate of the Fund as defined under the 1940 Act.

 

*

The address of each officer, other than Messrs. Haley and Milas is: c/o ALPS Fund Services, Inc., 1290 Broadway, Suite 1000, Denver, CO 80203. The address of Messrs. Haley and Milas is c/o ALPS Advisors, Inc., One Financial Center, 4th Floor, Boston, MA 02111.

 

Annual Report | December 31, 2023

47

Liberty All-Star® Growth Fund

Board Consideration of the Renewal of the Fund Management & Portfolio Management Agreements

(Unaudited)

 

The Investment Company Act of 1940 requires that the Board of Directors (“Board”) of the Liberty All-Star Growth Fund, Inc. (“Fund”), including all of the Directors who are not “interested persons” of the Fund (“Independent Directors”), annually review the Fund’s investment advisory agreements and consider whether to renew them for an additional year. At its meeting on September 27, 2023, the Board, including a majority of the Independent Directors, conducted such a review and approved the continuation of the Fund Management Agreement between the Fund and ALPS Advisors, Inc. (“AAI”) and each separate Portfolio Management Agreement among the Fund, AAI and the following independent investment management firms: Congress Asset Management Company, LLP (Congress”), Sustainable Growth Advisers, LP (“Sustainable”) and Weatherbie Capital, LLC (“Weatherbie”). Congress, Sustainable, and Weatherbie collectively are referred to as “Portfolio Managers,” and each as a “Portfolio Manager.”

 

Prior to the Board’s action, the Independent Directors met to consider management’s recommendations with respect to the renewal of the Fund Management Agreement and the Portfolio Management Agreements (each, an “Agreement” and, collectively, the “Agreements”). In reaching its decision to renew each Agreement, the Board considered the overall fairness of each Agreement and whether each Agreement was in the best interests of the Fund. The Board further considered factors it deemed relevant with respect to the Fund, including: (1) the nature, extent and quality of services provided to the Fund by AAI, its affiliates, and each Portfolio Manager; (2) the performance of the Fund and the Portfolio Managers; (3) the level of the Fund’s management and portfolio management fees and expense ratios; (4) the costs of the services provided and profits realized by AAI and its affiliates from their relationship with the Fund; (5) the extent to which economies of scale would be realized as the Fund grows and whether fee levels will reflect economies of scale for the benefit of shareholders; (6) the “fall-out” benefits to AAI, each Portfolio Manager and their respective affiliates (i.e., any direct or indirect benefits to be derived by AAI, each Portfolio Manager and their respective affiliates from their relationships with the Fund); and (7) other general information about AAI and each Portfolio Manager. In considering each Agreement, the Board did not identify any single factor or information as all-important or controlling and each Independent Director may have attributed different weight to each factor.

 

The Board considered these factors in the context of the Fund’s multi-manager methodology, which seeks to achieve more consistent and less volatile performance over the long term than if a single Portfolio Manager was employed. The Fund allocates its portfolio assets among Portfolio Managers recommended by AAI and approved by the Board, currently three for the Fund. The Board considered that each Portfolio Manager employs a different investment style and/or strategy, and from time to time AAI rebalances the Fund’s portfolio assets among the Portfolio Managers. The Board also took into account that AAI continuously analyzes and evaluates each Portfolio Manager’s investment performance and portfolio composition and, from time to time, recommends changes in the Portfolio Managers.

 

In connection with its deliberations, the Board considered information furnished throughout the year at regular Board meetings, as well as information prepared specifically in connection with the annual renewal and approval process. Information furnished and discussed throughout the year included AAI’s analyses of the Fund’s investment performance and related financial information for the Fund, presentations given by the Fund’s Portfolio Managers, as well as periodic reports on legal, compliance, brokerage commissions and execution and other services provided by AAI, the Portfolio Managers and their affiliates. Information furnished specifically in connection with the renewal process included, among other things, a report of the Fund’s investment performance over various time periods as compared to a peer universe and a market index and the Fund’s fees and expenses as compared to comparable groups of closed-end funds and open-end multi-managed funds based, in part, on information prepared by AAI regarding review of the Lipper peer groups. The information provided by AAI generally included information reflecting the Fund’s management fees, expense ratios, investment performance and profitability, including AAI’s profitability with respect to the Fund.

 

48	www.all-starfunds.com

Liberty All-Star® Growth Fund

Board Consideration of the Renewal of the Fund Management & Portfolio Management Agreements

(Unaudited)

 

As part of the process to consider the Agreements, legal counsel to the Independent Directors requested information on behalf of the Independent Directors from AAI and each Portfolio Manager. In response to these requests, the Independent Directors received reports from AAI and each Portfolio Manager that addressed specific factors designed to inform the Independent Directors’ consideration of each Agreement. In addition, counsel also provided the Independent Directors and the Board with a memorandum discussing the legal standards applicable to their consideration of the Agreements. In considering the proposed renewals, the Board considered all factors they believed to be relevant, including those discussed below. The Board did not identify any one factor as being dispositive.

 

Based on their evaluation of all material factors, the Board unanimously concluded that the terms of each Agreement were reasonable and fair and that the renewal of each of the Agreements was in the best interests of the Fund and its shareholders. The following is a summary of the Board’s considerations and conclusions during the full Board meeting and Executive Session regarding these matters.

 

Nature, Extent and Quality of the Services Provided

The Board considered the nature, extent and quality of the portfolio manager selection, evaluation and monitoring services provided by AAI, and the portfolio management services provided by each Portfolio Manager, in light of the investment objective of the Fund. The Board also considered the nature, extent and quality of the administrative services provided to the Fund by ALPS Fund Services, Inc., an affiliate of AAI. The Board considered the steps that AAI has taken to encourage strong performance, including AAI’s willingness to recommend Portfolio Manager changes when necessary to address performance issues.

 

The Board considered the background and experience of the personnel at AAI responsible for Portfolio Manager selection, evaluation and monitoring for the Fund and the personnel at each Portfolio Manager responsible for managing the Fund’s portfolio. The Board also considered the overall financial strength of AAI and each Portfolio Manager, the effect on the Fund of any turnover in personnel at each Portfolio Manager, the insurance maintained by AAI and each Portfolio Manager and the compliance records of AAI and each Portfolio Manager. The Board concluded that the nature, extent and quality of the services provided by AAI and each Portfolio Manager were appropriate and consistent with the terms of the Agreements and that the Fund was likely to continue to benefit from services provided under the Agreements.

 

Investment Performance

The Board considered the long-term and short-term investment performance of the Fund over multiple periods, which generally included annual total returns both on an absolute basis and relative to an appropriate benchmark and/or Lipper peer universe based on materials showing the performance of the Lipper peer group. The Board considered the Fund’s performance based on both net asset value (“NAV”) and market price and, in general, considered long-term performance to be more important in its evaluation than short-term performance. In addition, the Board considered the performance of the allocated portions of the Fund in the context of the Portfolio Managers’ different investment strategies and styles and the contribution of each Portfolio Manager to the Fund’s overall strategy and performance.

 

Annual Report | December 31, 2023

49

Liberty All-Star® Growth Fund

Board Consideration of the Renewal of the Fund Management & Portfolio Management Agreements

(Unaudited)

 

The Board received information on the performance of the Fund based on NAV in comparison with the Fund’s benchmark. In connection with the review of performance, the Board also reviewed the positioning of the Fund’s portfolios and the allocation of assets between the growth managers of the Fund. In addition to the performance of the Fund and each Portfolio Manager’s sleeve of the Fund, the Board considered management’s and the Portfolio Managers’ explanations for the performance compared to the relevant benchmarks and peer groups. The Board accepted the explanations and determined that the performance information and explanations supported the renewal of the Agreements.

 

Costs of the Services Provided to the Fund

The Board considered the fees paid by the Fund to AAI and the fees paid by AAI to the Portfolio Managers as well as information provided by AAI about the management fees, overall expense ratio and expense reimbursement for selected closed-end funds and multi-manager open-end equity funds. The Board also reviewed the Fund’s management and administration fee and its total expense ratio in comparison to peer groups. The Board took into account that the Fund’s higher contractual management fees relative to open-end equity funds were generally consistent with the higher costs and greater complexity associated with the management of a closed-end multi-manager fund.

 

The Board considered that AAI currently does not have any institutional clients with investment objectives and strategies comparable to those of the Fund. The Board considered the breakpoint schedule that lowers the management fee rate paid by the Fund as the Fund’s assets increase. The Board also considered the management fees paid to the Portfolio Managers and the fee rates charged by the Portfolio Managers to their other accounts, including institutional accounts. The Board considered that the Portfolio Managers were paid by AAI, not the Fund. The Board also considered the differences in the level of services provided by and the differences in responsibility of AAI and the Portfolio Managers to the Fund and to other accounts. The Board concluded that the management fees payable by the Fund to AAI and the fees payable by AAI to the Portfolio Managers were reasonable in relation to the nature and quality of the services provided, taking into account the management fees paid by selected closed-end funds and open-end equity funds.

 

Profitability and Costs of Services to AAI

The Board considered the level of profits realized by AAI in connection with the operation of the Fund. The Board considered the profitability information setting forth recent overall profitability of the Fund to AAI, as well as overall profitability information relating to certain prior calendar years. In reviewing the information, attention was given to the methodology followed in allocating costs to the Fund, it being recognized that allocation methodologies are inherently subjective and various allocation methodologies may be reasonable while producing different results. The Board considered management’s ongoing costs and expenditures in providing and improving services for the Fund as well as the ongoing need to meet regulatory and compliance requirements. In addition, the Board considered information prepared by management comparing the profitability of AAI on an overall basis to other investment company managers. The Board also considered the extent to which AAI and its affiliates might derive ancillary benefits from the Fund, noting that an affiliate of AAI serves as the Fund’s administrator and receives compensation for acting in this capacity.

 

50	www.all-starfunds.com

Liberty All-Star® Growth Fund

Board Consideration of the Renewal of the Fund Management & Portfolio Management Agreements

(Unaudited)

 

The Board considered that it does not regard Portfolio Manager profitability as meaningful to an evaluation of the Portfolio Manager Agreements because the willingness of the Portfolio Managers to serve in such capacity depends primarily upon arm’s-length negotiations with AAI. The Board and AAI generally are aware of the fees charged by the Portfolio Managers to other clients, and the Board believes that the fees agreed upon with the Portfolio Managers are reasonable in light of the quality of investment advisory services rendered. The Board reached its conclusion based in part on the fees that the Portfolio Managers charge other clients, the reasonableness of the aggregate management fees paid by the Fund and the fact that each Portfolio Manager’s fee is paid by AAI and not the Fund. The Board understood that, as a business matter, AAI was entitled to earn reasonable profits for its services to the Fund. The Board determined that AAI’s profitability was reasonable in relation to the services provided and to the costs of providing management services to the Fund and supported the renewal of the Agreements.

 

Extent of Economies of Scale as the Fund Grows and Whether Fee Levels Reflect Economies of Scale

The Board considered whether economies of scale are realized by AAI as the Fund grows larger and the extent to which this is reflected in the level of management fees charged. The Board took into consideration the fee breakpoint schedules under the Agreements and concluded that the schedules reflect economies of scale with respect to the selection, evaluation and monitoring of Portfolio Managers and other services performed by AAI and the management of Fund assets by each Portfolio Manager. In this regard, the Board considered that the Fund had reached an asset size at which the Fund and its shareholders were benefiting from reduced management fee rates due to breakpoints in the management fees. Based on the foregoing, the Board concluded breakpoint schedules in the Fund Agreements allow the Fund to realize economies of scale, which supports the renewal of the Agreements.

 

Benefits to be Derived from the Relationship with the Fund

The Board also considered the potential ancillary, or “fall-out,” benefits that AAI or the Portfolio Managers might receive in connection with their association with the Fund. In its consideration of the Agreements, the Board considered, among other things, that AAI and the Portfolio Managers may derive ancillary benefits from the Fund’s operations. For example, under the Agreements, although it is not currently doing so, AAI may request that transactions giving rise to brokerage commissions be executed through brokers and dealers that provide brokerage or research services to the Fund or AAI. Each Portfolio Manager, through its position as a Portfolio Manager to the Fund, also may engage in soft dollar transactions.

 

In advance of the meeting, the Board received information regarding each Portfolio Manager’s procedures for executing portfolio transactions for the allocated portion of the Fund and each Portfolio Manager’s soft dollar policies and procedures. In addition, the Board considered that a Portfolio Manager may be affiliated with registered broker-dealers who may, from time to time, receive brokerage commissions from the Fund in connection with the purchase and sale of portfolio securities; provided, however, that those transactions, among other things, must be consistent with seeking best execution. The Board determined that the foregoing ancillary benefits were consistent with the renewal of the Agreements.

 

Annual Report | December 31, 2023

51

Liberty All-Star® Growth Fund

Board Consideration of the Renewal of the Fund Management & Portfolio Management Agreements

(Unaudited)

 

Based on its evaluation of all material factors, the Board unanimously concluded that the terms of each Agreement were reasonable and fair and that the renewal of each Agreement was in the best interests of the Fund and its shareholders.

 

52	www.all-starfunds.com

Liberty All-Star® Growth Fund

Summary of Updated Information Regarding the Fund

(Unaudited)

 

The following information in this annual report is a summary of certain information about the Fund and changes since the Fund’s annual report dated December 31, 2022 (the “prior disclosure date”). This information may not reflect all of the changes that have occurred since you purchased the Fund.

 

Portfolio Manager Information

Since the prior disclosure date, there have been no changes in the Fund’s portfolio managers or background.

 

Fund Organizational Structure

Since the prior disclosure date, there have been no changes in the Fund’s charter or by-laws that would delay or prevent a change of control of the Fund that have not been approved by stockholders.

 

Investment Objective

There have been no changes in the Fund’s investment objective since the prior disclosure date that have not been approved by stockholders.

 

The Fund is a diversified, closed-end management investment company registered under the 1940 Act. The Fund’s investment objective is to seek long-term capital appreciation. Under normal market conditions, the Fund seeks to achieve its investment objective through investing at least 65% of its net assets in a diversified portfolio of equity securities of companies of any market capitalization.

 

Although under normal market conditions the Fund will remain substantially fully invested in equity securities, up to 35% of the value of the Fund’s total assets may generally be invested in U.S. Government Securities, repurchase agreements with respect to U.S. Government Securities, and, to an extent not greater than 10% of the market value of the Fund’s total assets, money market mutual funds that invest primarily in U.S. Government Securities. The Fund may temporarily invest without limit in U.S. Government Securities, repurchase agreements and money market mutual funds for defensive purposes when AAI or the Portfolio Managers deem that market conditions are such that a more conservative approach to investment is desirable.

 

The Fund’s investment objective of long-term capital appreciation, as well as certain of its investment restrictions, are fundamental and may not be changed without a majority vote of the Fund’s outstanding shares. Under the 1940 Act, a “majority vote” means the vote of the lesser of (a) 67% of the shares of the Fund represented at a meeting at which the holders of more than 50% of the outstanding shares of the Fund are present or represented, or (b) more than 50% of the outstanding shares of the Fund. Non-fundamental policies may be changed by vote of the Board of Directors.

 

Principal Investment Strategies

There have been no changes in the Fund’s Principal Investment Strategies and Policies since the prior disclosure date.

 

Investment Practices

The following describes certain of the investment practices in which one or more of the Portfolio Managers may engage, each of which may involve certain special risks.

 

 

Annual Report | December 31, 2023

53

 

 

Liberty All-Star® Growth Fund

Summary of Updated Information Regarding the Fund

 

(Unaudited)

 

Lending of Portfolio Securities. The Fund, in order to generate additional income, may lend its portfolio securities (principally to broker-dealers) where such loans are callable at any time and are continuously secured by collateral (cash or U.S. Government Securities) equal to and not less than the market value, determined daily, of the securities loaned. The Fund would receive amounts equal to the interest on the securities loaned. It would also be paid for having made the loan. Any cash collateral pursuant to these loans would be invested in Short-Term Money Market Instruments. The Fund could be subjected to delays in recovering the loaned securities in the event of default or bankruptcy of the borrower. The Fund will limit such lending to not more than 20% of the value of the Fund’s total assets. The Fund may pay fees to its custodian bank or others for administrative services in connection with securities loans.

 

Repurchase Agreements. The Fund may enter into repurchase agreements with banks or broker- dealer firms whereby such institutions sell U.S. Government Securities or other securities in which it may invest to the Fund and agree at the time of sale to repurchase them at a mutually agreed upon time and price. The resale price is greater than the purchase price, reflecting an agreed-upon interest rate that is effective during the time between the purchase and resale and is not related to the stated interest rate on the purchased securities. The Fund requires the seller of the securities to maintain on deposit with the Fund’s custodian bank securities in an amount at all times equal to or in excess of the value of the repurchase agreement. In the event that the seller of the securities defaults on its repurchase obligation or becomes bankrupt, the Fund could receive less than the repurchase price on the sale of the securities to another party or could be subjected to delays in selling the securities. Under normal market conditions, not more than 35% of the Fund’s net assets will be invested in Short-Term Money Market Instruments, including repurchase agreements, and not more than 10% of the Fund’s net assets will be invested in repurchase agreements maturing in more than seven days.

 

Securities of Other Investment Companies. The Fund may invest in the securities of other investment companies, including open-end mutual funds, closed-end funds, unit investment trusts, private investment companies and offshore investment companies. An investment in an investment company involves risks similar to those of investing directly in the investment company’s portfolio securities, including the risk that the value of the portfolio securities may fluctuate in accordance with changes in the financial condition of their issuers, the value of stocks and other securities generally, and other market factors.

 

In addition, investing in other investment companies involves certain other risks, costs, and expenses for the Fund. If the Fund invests in another investment company, the Fund will be charged its proportionate share of the advisory fees and other operating expenses of such investment company, which are in addition to the advisory fees and other operational expenses charged to the Fund. In addition, the Fund could incur a sales charge in connection with purchasing an investment company security or a redemption fee upon the redemption of such security. An investment in the shares of a closed-end investment company may also involve the payment of a substantial premium over, while sales of such shares may be made at a substantial discount from, the NAV of the issuers’ portfolio securities. Investments in securities of other investment companies will be made in compliance with applicable 1940 Act limitations. To the extent that the Fund invests in the securities of other investment companies, the Fund’s shareholders will indirectly bear a pro rata share of the investment company’s expenses in addition to the expenses associated with an investment in the Fund. The Fund may invest in investment companies managed by AAI or other affiliates of AAI.

 

54	www.all-starfunds.com

Liberty All-Star® Growth Fund

Summary of Updated Information Regarding the Fund

(Unaudited)

 

RISKS

 

The Fund is a diversified, multi-managed closed-end management investment company designed primarily as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and there can be no assurance that the Fund will achieve its investment objective.

 

Investment and Market Risk

An investment in the Fund’s shares is subject to investment risk, including the possible loss of the entire amount that you invest. Your investment in shares represents an indirect investment in the securities owned by the Fund, most of which are traded on a national securities exchange or in the over-the-counter markets. The value of these securities, like other market investments, may move up or down, sometimes rapidly and unpredictably. Your shares at any point in time may be worth less than your original investment, even after taking into account the reinvestment of dividends and other distributions.

 

Market Discount Risk

Shares of closed-end management investment companies such as the Fund frequently trade at a discount from their NAV. The shares were designed primarily for long-term investors, and investors in shares should not view the Fund as a vehicle for trading purposes. This risk is separate and distinct from the risk that the Fund’s NAV may decline.

 

Common Stock Risk

The Fund is not limited in the percentage of its assets that may be invested in common stocks and other equity securities, and therefore a risk of investing in the Fund is equity risk. Equity risk is the risk that the market value of securities held by the Fund will fall due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, and the particular circumstances and performance of particular companies whose securities the Fund holds. For example: an adverse event, such as an unfavorable earnings report, may depress the value of equity securities of an issuer held by the Fund; the price of common stock of an issuer may be particularly sensitive to general movements in the stock market; or a drop in the stock market may depress the price of most or all of the common stocks and other equity securities held by the Fund. In addition, common stock of an issuer in the Fund’s portfolio may decline in price if the issuer fails to make anticipated dividend payments because, among other reasons, the issuer of the security experiences a decline in its financial condition. Common equity securities in which the Fund will invest are structurally subordinated to preferred stocks, bonds and other debt instruments in a company’s capital structure, in terms of priority to corporate income, and therefore will be subject to greater payment risk than preferred stocks or debt instruments of such issuers. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.

 

 

Annual Report | December 31, 2023

55

 

 

Liberty All-Star® Growth Fund

Summary of Updated Information Regarding the Fund

 

(Unaudited)

 

Management Risk

The Fund is subject to management risk because it is an actively managed investment portfolio. AAI and the Portfolio Managers will apply investment techniques and risk analyses in selecting Portfolio Managers and making investment decisions for the Fund, respectively, but there can be no guarantee that these will produce the desired results.

 

Growth Stock Risk

The Fund’s net assets are allocated to Portfolio Managers that utilize a “growth” approach to investing. Over time, depending on market conditions, this allocation may increase or decrease. Growth stocks are stocks of companies believed to have above-average potential for growth in revenue and earnings. Prices of growth stocks may be more sensitive to changes in current or expected earnings than the prices of other stocks. In certain market conditions, growth stocks may not perform as well as the stock market in general.

 

Small and Mid-Cap Stock Risk

The Fund may invest in companies of any market capitalization. The Fund considers small companies to be those with a market capitalization up to $5 billion and medium-sized companies to be those with a market capitalization between $5 billion and $30 billion. Smaller and medium-sized company stocks may be more volatile than, and perform differently from, larger company stocks.

 

Foreign Securities Risk

Investments in foreign securities involve risks in addition to those of investments in U.S. issuers. These risks include political and economic risks, currency fluctuations, higher transaction costs, less liquidity and greater volatility, delayed settlement, confiscatory taxation, withholding of taxes and less stringent investor protection and disclosure of standards in some foreign markets. These risks can make investments in foreign issuers more volatile and potentially less liquid than investments in U.S. issuers.

 

Tax Risk

The Fund may invest in preferred securities, convertible securities or other securities the federal income tax treatment of the income from which may not be clear or may be subject to recharacterization by the IRS. The tax treatment of distributions the Fund reports as “qualified dividend income” may be affected by IRS interpretations of the Code and future changes in the Code and the Treasury regulations. There can be no assurance as to what portion, if any, of the Fund’s distributions will constitute qualified dividend income.

 

Inflation Risk

Inflation risk is the risk that the value of assets or income from investment will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Fund’s shares and distributions can decline.

 

Deflation Risk

Deflation risk is the risk that prices throughout the economy decline over time, which may have an adverse effect on the market valuation of companies, their assets and revenues. In addition, deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of the Fund’s portfolio.

 

 

56	www.all-starfunds.com

 

 

Liberty All-Star® Growth Fund

Summary of Updated Information Regarding the Fund

 

(Unaudited)

 

Market Disruption and Geopolitical Risk

Certain events have a disruptive effect on the securities markets, such as health emergencies, cyber-attacks, terrorist attacks, war and other geopolitical events. The Fund cannot predict the effects of these events on the U.S. economy, the stock market and world economies and markets generally.

 

Legislation and Regulatory Risk

At any time after the date of this annual report, legislation or additional regulations may be enacted that could negatively affect the assets of the Fund or the issuers of such assets. Changing approaches to regulation may have a negative impact on the entities and/or securities in which the Fund invests. Legislation or regulation may also change the way in which the Fund itself is regulated.

 

Annual Report | December 31, 2023

57

Liberty All-Star® Growth Fund

Privacy Policy

(Unaudited)

 

FACTS	WHAT DO THE LIBERTY ALL-STAR FUNDS DO WITH YOUR PERSONAL INFORMATION?
WHY?	Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
WHAT?	The types of personal information we collect and share depend on the product or service you have with us. This information can include:
	Social Security number Assets Retirement Assets Transaction History Checking Account Information	Purchase History Account Balances Account Transactions Wire Transfer Instructions
	When you are no longer our customer, we continue to share your information as described in this notice.
HOW?	All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Liberty All-Star Funds choose to share; and whether you can limit this sharing.

 

REASONS WE CAN SHARE YOUR PERSONAL INFORMATION	DO THE LIBERTY ALL-STAR FUNDS SHARE?	CAN YOU LIMIT THIS SHARING?
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No
For our marketing purposes – to offer our products and services to you	No	We don’t share
For joint marketing with other financial companies	No	We don’t share
For our affiliates’ everyday business purposes – information about your transactions and experiences	No	We don’t share
For our affiliates’ everyday business purposes – information about your creditworthiness	No	We don’t share
For non-affiliates to market to you	No	We don’t share

 

QUESTIONS?

Call 1-800-241-1850

 

58	www.all-starfunds.com

Liberty All-Star® Growth Fund

Privacy Policy

(Unaudited)

 

WHO WE ARE
Who is providing this notice?	Liberty All-Star Funds
WHAT WE DO
How do the Liberty All-Star Funds protect my personal information?	To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.   Our service providers are held accountable for adhering to strict policies and procedures to prevent any misuse of your nonpublic personal information.
How do the Liberty All-Star Funds collect my personal information?	We collect your personal information, for example, when you  ·     Open an account ·     Provide account information ·     Give us your contact information ·     Make deposits or withdrawals from your account ·     Make a wire transfer Tell us where to send the money ·     Tells us who receives the money ·     Show your government-issued ID ·     Show your driver’s license  We also collect your personal information from other companies.
Why can’t I limit all sharing?	Federal law gives you the right to limit only: ·     Sharing for affiliates’ everyday business purposes – information about your creditworthiness ·     Affiliates from using your information to market to you ·     Sharing for non-affiliates to market to you  State laws and individual companies may give you additional rights to limit sharing.
DEFINITIONS
Affiliates	Companies related by common ownership or control. They can be financial and nonfinancial companies. ·     The Liberty All-Star Funds do not share with our affiliates for marketing purposes.
Non-affiliates	Companies not related by common ownership or control. They can be financial and nonfinancial companies. ·     The Liberty All-Star Funds do not share with non-affiliates so they can market to you.
Joint marketing	A formal agreement between non-affiliated financial companies that together market financial products or services to you. ·     The Liberty All-Star Funds do not jointly market.

 

Annual Report | December 31, 2023

59

Liberty All-Star® Growth Fund

Description of Lipper Benchmark and Market Indices

(Unaudited)

 

Dow Jones Industrial Average

A price-weighted measure of 30 U.S. blue-chip companies.

 

Lipper Multi-Cap Growth Mutual Fund Average

The average of funds that, by portfolio practice, invest in a variety of market capitalization ranges without concentrating 75% of their equity assets in any one market capitalization range over an extended period of time. Multi-Cap growth funds typically have above-average characteristics compared to the S&P SuperComposite 1500^® Index.

 

NASDAQ Composite Index

Measures all NASDAQ domestic and international based common type stocks listed on the NASDAQ Stock Market.

 

Russell 3000^® Growth Index

Measures the performance of those Russell 3000^® companies with lower book-to-price ratios and higher growth values. The Russell 3000^® Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 96% of the investable U.S. equity market.

 

Russell Top 200^® Growth Index

Measures the performance of those Russell Top 200^® companies with lower book-to-price-ratios and higher growth values. The Russell Top 200^® Index measures the performance of the 200 largest companies in the Russell 3000^® Index.

 

Russell 1000^® Growth Index (Largecap)

Measures the performance of those Russell 1000^® companies with lower book-to-price-ratios and higher growth values. The Russell 1000^® Index measures the performance of the 1,000 largest companies in the Russell 3000^® Index.

 

Russell Midcap^® Growth Index

Measures the performance of those Russell Midcap^® companies with lower book-to-price-ratios and higher growth values. The Russell Midcap^® Index measures the performance of the 800 smallest companies in the Russell 1000^® Index.

 

Russell 2000^® Growth Index (Smallcap)

Measures the performance of those Russell 2000^® companies with lower book-to-price-ratios and higher growth values. The Russell 2000^® Index measures the performance of the 2,000 smallest companies in the Russell 3000^® Index.

 

Russell Growth Average

The average of the Russell Top 200^®, Midcap^® and 2000^® Growth Indices.

 

S&P 500^® Index

A large cap U.S. equities index that includes 500 leading companies and represents approximately 80% of the total domestic U.S. equity market capitalization.

 

An investor cannot invest directly in an index.

 

60	www.all-starfunds.com

 

(b)

Not Applicable.

 

Item 2. Code of Ethics.

 

(a)

The registrant has, as of the end of the period covered by this report, adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

 

(b)

Not applicable.

 

(c)

During the period covered by this report, there were not any amendments to a provision of the code of ethics adopted in 2(a) above.

 

(d)

During the period covered by this report, there were not any waivers or implicit waivers to a provision of the code of ethics adopted in 2(a) above.

 

(e)

Not applicable.

 

(f)

The registrant’s Board of Directors adopted, effective October 1, 2013, a revised code of ethics described in 2(a) above. The revised code of ethics is attached hereto as Exhibit 19(a)(1).

Item 3. Audit Committee Financial Expert.

 

(a)(1)(i)

The registrant’s Board of Directors has determined that there is one audit committee financial expert serving on its audit committee.

 

(2)

The registrant’s Board of Directors has determined that Ms. Maureen K. Usifer is an “audit committee financial expert” and is “independent” as defined in paragraph (a)(2) of Item 3 of Form N-CSR.

 

Item 4. Principal Accountant Fees and Services.

 

(a)

Audit Fees. The aggregate fees billed for each of the fiscal years ended December 31, 2023 and December 31, 2022 were approximately $16,500 and $16,500, respectively, for professional services rendered by the principal accountant for the audit of the registrant’s annual financial statements or services that are normally provided by the accountant in connection with the statutory and regulatory filings or engagements for those fiscal years.

 

(b)

Audit-Related Fees. The aggregate fees billed in each of the fiscal years ended December 31, 2023 and December 31, 2022 were $0 and $0, respectively, for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item.

 

(c)

Tax Fees. The aggregate fees billed in each of the fiscal years ended December 31, 2023 and December 31, 2022 were approximately $3,500 and $3,500, respectively. Tax Fees in both fiscal years 2023 and 2022 consist primarily of the review of annual tax returns and include amounts for professional services by the principal accountant for tax compliance, tax advice and tax planning.

 

(d)

All Other Fees. The aggregate fees billed in each of the fiscal years ended December 31, 2023 and December 31, 2022 were $0 and $0, respectively, for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item.

 

None of the amounts described in paragraphs (a) through (d) above were approved pursuant to the “de minimis” exception under paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. During the fiscal years ended December 31, 2023 and December 31, 2022, there were no Audit-Related Fees, Tax Fees and All Other Fees that were approved for services related directly to the operations and financial reporting of the registrant to the investment advisor (not including any sub-advisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor) and any entity controlling, controlled by, or under common control with such investment advisor that provides ongoing services to the registrant under paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.

 

(e)(1)

Audit Committee Pre-Approval Policies and Procedures

 

The registrant’s Audit Committee is required to pre-approve the engagement of the registrant’s independent accountants to provide audit and non-audit services to the registrant and non-audit services to its investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) or any entity controlling, controlled by, or under common control with such investment adviser that provides ongoing services to the registrant (“Adviser Affiliates”), if the engagement relates directly to the operations or financial reporting of the registrant, including the fees and other compensation to be paid to the independent accountants.

 

The Audit Committee has adopted a Policy for Engagement of Independent Accountants for Audit and Non-Audit Services (“Policy”). The Policy sets forth the understanding of the Audit Committees regarding the engagement of the registrant’s independent accountants to provide (i) audit and permissible audit-related, tax and other services to the registrant; (ii) non-audit services to the registrant’s investment advisor (not including any sub- adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Adviser Affiliates, if the engagement relates directly to the operations or financial reporting of a Fund; and (iii) other audit and non-audit services to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Adviser Affiliates. Unless a type of service receives general pre-approval under the Policy, it requires specific pre-approval by the Audit Committee if it is to be provided by the independent accountants. Pre-approval of non-audit services to the registrant, the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Adviser Affiliates may be waived provided that the “de minimis” requirements set forth in the SEC’s rules relating to pre-approval of non-audit services are met.

Under the Policy, the Audit Committee may delegate pre-approval authority to any pre-designated member or members who are Independent Directors. The member(s) to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next regular meeting. The Audit Committee’s responsibilities with respect to the pre-approval of services performed by the independent accountants may not be delegated to management.

 

The Policy requires the Fund Treasurer and/or Director of Board Administration to submit to the Audit Committee, on an annual basis, a schedule of the types of services that are subject to general pre-approval. The schedule(s) provide a description of each type of service that is subject to general pre-approval and, where possible, will provide estimated fee caps for each instance of providing each service. The Audit Committees will review and approve the types of services and review the projected fees for the next fiscal year and may add to, or subtract from, the list of general pre-approved services from time to time based on subsequent determinations. That approval acknowledges that each Audit Committee is in agreement with the specific types of services that the independent accountants will be permitted to perform.

 

(e)(2)

The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved pursuant to the “de minimis” exception under paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X during both fiscal years ended December 31, 2023 and December 31, 2022 was zero.

 

(f)

Not applicable.

 

(g)

The aggregate non-audit fees billed by the registrant’s accountant in each of the last two fiscal years of the Registrant were $3,500 in 2023 and $3,500 in 2022. These fees consisted of non-audit fees billed to (i) the Registrant of $3,500 in 2023 and $3,500 in 2022, respectively as described in response to paragraph (c) above and (ii) to ALPS Fund Services, Inc., (“AFS”), an entity under common control with the ALPS Advisors, Inc., the Registrant’s investment advisor, of $0 in 2023 and $0 in 2022, respectively. The non-audit fees billed to AFS related to SSAE 18 services and other compliance related matters.

 

(h)

The registrant’s Audit Committee has considered whether the provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the principal accountant’s independence. The Audit Committee determined that the provision of such services is compatible with maintaining the principal accountant’s independence.

 

(i)

Not applicable.

 

(j)

Not applicable.

 

Item 5. Audit Committee of Listed Registrants.

 

The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(58)(A)) and is comprised of the following members:

 

Thomas W. Brock, Edmund J. Burke, Milton M. Irvin, John J. Neuhauser, and Maureen K. Usifer.

 

Item 6. Investments.

 

(a)

The registrant’s “Schedule I – Investments in securities of unaffiliated issuers” (as set forth in 17 CFR 210.12-12) is included as part of the report of shareholders filed under Item 1 of this Form N-CSR.

 

(b)

Not Applicable.

 

Item 7. Not applicable.

 

Item 8. Not applicable.

 

Item 9. Not applicable.

 

Item 10. Not applicable.

 

Item 11. Not applicable.

 

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

 

Attached, as Exhibit 19(c), is a copy of the registrant’s policies and procedures.

 

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

 

As of March 7, 2024, unless otherwise noted.

 

Weatherbie Capital LLC (“Weatherbie”)

 

(a)(1) MANAGEMENT.

 

H. George Dai, Ph.D., Chief Investment Officer, Senior Portfolio Manager, is a co-manager responsible for managing the portion of the Fund allocated to Weatherbie.

 

George Dai, Ph.D. is Chief Investment Officer and Senior Portfolio Manager of Weatherbie Capital, LLC. George is a Portfolio Manager on the Weatherbie Specialized Growth Strategy, the Weatherbie Long/Short Strategy, the Alger Dynamic Opportunities Strategy and the Enduring Growth Strategy. Additionally, he maintains research responsibilities in the media & communications, healthcare, diversified business services, information services, and technology areas. George joined Weatherbie Capital in March 2001 and has 24 years of investment experience. During his tenure at Weatherbie, he has been featured and quoted in several publications such as: The New York Times, Investor’s Business Daily, Barron’s, Reuters, Business Insider and Bloomberg. Prior to joining Weatherbie, he was an equity analyst with 1838 Investment Advisors. George received his M.B.A. from the Wharton School, University of Pennsylvania, (Director’s List), and his Ph.D. in chemistry from Johns Hopkins University. Previously, he earned a B.S. from the University of Science and Technology of China and was a pharmaceutical research scientist at Procter & Gamble. George is a prized Bridge player, and he holds four U.S. patents. George was issued the Certificate in ESG Investing by the CFA Institute.

 

Joshua D. Bennett, CFA, Chief Operating Officer, Senior Portfolio Manager, is a co-manager responsible for managing the portion of the Fund allocated to Weatherbie. 

Josh Bennett, CFA is Chief Operating Officer and Senior Portfolio Manager of Weatherbie Capital, LLC. Josh is a Portfolio Manager on the Weatherbie Specialized Growth Strategy, the Weatherbie Long/Short Strategy, the Alger Dynamic Opportunities Strategy and the Enduring Growth Strategy. He also has research responsibilities in the consumer, information services, technology and diversified business services areas. Josh joined Weatherbie Capital in July 2007 and has 23 years of investment experience. During his tenure at Weatherbie, he has been featured and quoted in several publications such as: The New York Times, Investor’s Business Daily, InvestmentNews, Barron’s and MarketWatch. Prior to joining Weatherbie, he was an Equity Research Analyst at MFS Investment Management in Boston where he focused on the Aerospace/Defense and Transportation sectors. Josh also has previous experience with Fidelity Investments as a High Yield research associate. Josh received his M.B.A. from the Tuck School of Business at Dartmouth (Edward Tuck Scholar with Distinction), and he earned a B.A. in Economics (Summa Cum Laude) from Wheaton College (IL). Josh is a CFA charterholder and is a member of both the CFA Society Boston and the CFA Institute. Josh was issued the Certificate in ESG Investing by the CFA Institute. He is a Trustee at Lexington Christian Academy (Lexington, MA) and a member of the Investment Committee of Christian Camps & Conferences.

 

Edward M.B Minn, CFA, Senior Managing Director and Portfolio Manager, is a co-manager responsible for managing the portion of the Fund allocated to Weatherbie.

 

Ed Minn, CFA is a Senior Managing Director and Portfolio Manager on the Weatherbie Specialized Growth Strategy, the Alger Weatherbie Select 15 Strategy and the Weatherbie Growth Strategy. Ed is also Research Analyst on the Weatherbie Specialized Growth and Weatherbie Long/Short Strategies. His research responsibilities are in the consumer, media & communications, diversified business services, information services and technology areas. Ed joined Weatherbie Capital in December 2013 and has 18 years of investing experience. Prior to joining the firm, he spent five years as a research analyst at Vinik Asset Management, LP, where he focused on the technology sector. He began his investment career at Raymond James & Associates, Inc. where he worked as a research associate covering energy stocks. Ed received his M.B.A. from the University of Chicago Booth School of Business with High Honors. Ed also holds a B.S. in economics from Duke University, where he graduated Summa Cum Laude. Ed is a CFA charterholder and is a member of both the CFA Society Boston and the CFA Institute. Ed was issued the Certificate in ESG Investing by the CFA Institute.

 

OTHER ACCOUNTS. As of December 31, 2023, this team was responsible for the portfolio management of the following types of accounts in addition to the Fund:

 

Type of Account	Number of Accounts Managed	Total Assets Managed (in millions)	Number of Accounts Managed For which Advisory Fee is Performance Based	Assets Managed for which Advisory Fee is Performance Based (in millions)
Weatherbie Capital, LLC
Registered Investment Companies*	3	697	0	0
Other pooled investment vehicles*	5	220	2	181
Other accounts*	38	1,689	1	101
George Dai
Registered Investment Companies*	3	697	0	0
Other pooled investment vehicles*	4	76	1	37
Other accounts*	32	1,656	1	101
Joshua D. Bennett
Registered Investment Companies*	3	697	0	0
Other pooled investment vehicles*	4	76	1	37
Other accounts*	32	1,656	1	101
Edward M.B. Minn
Registered Investment Companies*	1	576	0	0
Other pooled investment vehicles*	3	154	1	143
Other accounts*	36	1,689	1	101

 

*

Accounts are managed on a team basis.

COMPENSATION STRUCTURE. 

Fred Alger Management, LLC includes Weatherbie Capital, LLC and is collectively known as “Alger”.

 

Alger follows a merit-based investment culture which rewards analysts and portfolio managers for adherence to Alger’s investment process, generating investment ideas and overall performance of our clients' portfolios. Accordingly, the quality of research recommendations and implemented investments are monitored through absolute and relative performance in real time. Alger’s compensation and long-term incentive structure has four elements designed to attract and retain highly talented investment professionals:

 

I. Base Salary

Base salary is typically a function of experience, education, industry knowledge and the individual's performance in their role. At Alger, base salaries generally increase over time for our superior employees, rewarding their performance and contributions to the firm.

 

II. Cash Bonus

Cash Bonuses may be a significant portion of an individual’s compensation and can vary from year to year. The annual cash bonus considers various factors, including:

 

·

Alger’s overall financial results and profitability

·

Alger's collective investment management performance

·

An individual’s adherence to Alger’s investment process, generating investment ideas and overall performance of our clients' portfolios (both relative and absolute)

·

Qualitative assessment of an individual's performance with respect to Alger's standards

·

The individual's leadership contribution within the Firm

 

III. The Alger Profit Participation Plan (“PPP”)

The Firm gives key personnel the opportunity to share in the long-term growth and profitability of the Firm. Members of the firm are eligible to receive “awards” annually in the PPP plan. The awards track the returns of  Alger mutual funds and have a four-year “cliff-vesting” schedule. The total award earned can increase or decrease with Alger's investment and Alger’s earnings growth over the four-year period.

 

IV. The Alger Partners Plan

The Firm incentivizes key investment and non-investment executives through a phantom equity program that grants pro-rata rights to growth in the Firm's book value, dividend payments and participation in any significant corporate transactions (e.g. partial sale, initial public offering, merger, etc.).

 

OWNERSHIP BY PORTFOLIO MANAGER: None

MATERIAL CONFLICTS OF INTEREST: None

Congress Asset Management Company, LLP (“Congress”)

 

(a)(1) MANAGEMENT.

 

The portion of the Fund allocated to Congress is managed by Todd Solomon, CFA, Senior Vice President and Daniel Lagan, CFA, Chief Executive Officer, Chief Investment Officer.

 

Todd Solomon, CFA, Senior Vice President, Portfolio Manager

Todd joined Congress Asset Management in 2001. He is a member of Congress Asset Management’s Investment Oversight Committee and Chairs the Mid Cap Growth Committee, which was named the 2015 Small/Mid Cap SMA of the year by Investment Advisor Magazine and Envestnet. He has 28 years of investment experience, spanning both equity research and portfolio management. Previously, he has held positions at US Trust Company, Fidelity Management and Research Co, and the Pioneer Group, Inc. He is a CFA charterholder, and member of the CFA Society Boston and the CFA Institute.

Education: MBA; New York University

BA; Georgetown University

 

Daniel Lagan, CFA, CEO, Chief Investment Officer

Mr. Lagan joined Congress Asset Management in 1989. He is the firm’s Chief Investment Officer, a position he has held since 2005. He is co-chair for both the Large Cap Growth and SMid Growth Investment Committees. As CEO, he is responsible for all business aspects of the company, with the senior managers of operations, sales, and investments reporting to him. Prior to being named as CEO in 2013, he was the firm’s President for 17 years. He is a CFA charterholder, and a member of the CFA Society Boston and the CFA Institute.

Education: MBA; Boston College

BA; St. Michael's College

 

(a)(2) OTHER ACCOUNTS.

The table below provides information regarding the other accounts managed by Todd Solomon and Daniel Lagan as of December 31, 2023: 

 

Type of Account	Number of Accounts Managed	Total Assets Managed (in millions)	Number of Accounts Managed for which Advisory Fee is Performance- Based	Assets Managed for which Advisory Fee is Performance- Based (in millions)
Todd Solomon, CFA
Registered Investment Companies	1	$1,328,940,044	0	0
Other pooled investment vehicles	1	$63,569,480	0	0
Other accounts	58	$594,829,387	0	0
Daniel Lagan, CFA
Registered Investment Companies	1	$474,804,112	0	0
Other pooled investment vehicles	1	$9,128,023	0	0
Other accounts	118	$440,681,651	0	0

 

MATERIAL CONFILCTS OF INTEREST: None

 

(a)(3) COMPENSATION STRUCTURE:

 

Mr. Todd Solomon and Mr. Daniel Lagan’s compensation consists of the following:

 

Congress Asset Management Company LLP has a core investment team in place and high employee retention due to a generous compensation structure, collaborative culture and career advancement opportunities.

Congress utilizes a team approach to the investment process. Because of this, the firm’s compensation plan is intended to reward all employees equitably based on the firm’s investment performance and financial profitability. Our compensation plan aims to accurately reflect our investment and financial success through three methods:

 

1.

Competitive base salary: This is the basis on which all other incentives are calculated.

 

2.

Bonus plan up to 50% of base salary based on the following criteria:

 

•

Investment performance for fixed income and equity products

•

Firmwide net asset flows

•

Growth in profitability

•

Management discretion based on individual performance

 

3.

Equity Bonus Plan: Since 1990, Congress Asset Management Company has used an Equity Bonus Plan to allow all participating employees to directly benefit from the long-term growth and profitability of the company. This deferred compensation plan is tied to the operating income of the company.

 

(a)(4) OWNERSHIP BY PORTFOLIO MANAGERS.

 

The following table sets forth the dollar range of Fund shares beneficially owned by each portfolio manager as of December 31, 2023, stated using the following ranges: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000, $100,001-$500,000, $500,001-$1,000,000 or over $1,000,000.

 

Portfolio Managers	Dollar Range of the Registrant’s Securities Owned by the Portfolio Managers
Todd Solomon, CFA	None
Daniel Lagan, CFA	None

  

Sustainable Growth Advisers, LP (“SGA”)

 

(a)(1) MANAGEMENT.

 

Robert L. Rohn – Co-founding principal, analyst and portfolio manager on the firm’s Investment Committee. Rob also sits on firm’s Executive Committee and is a member of the Firm’s Advisory Board. Prior to joining Sustainable Growth Advisers in November 2003, Rob managed over $1 billion of large capitalization, high quality growth stock portfolios at W.P Stewart & Co. During Rob’s twelve-year tenure with W.P. Stewart, he was an analyst and portfolio manager, held the positions of Chairman of the Board and Chief Executive Officer of W.P. Stewart Inc., the company’s core U.S. investment business, and served as Chairman of the firm’s Management Committee. From 1988 through 1991, he was with Yeager, Wood & Marshall, a growth-oriented investment counseling firm, where he served as Vice President and a member of the Investment Policy Committee with responsibilities in equity analysis and portfolio management. Rob began his career in 1983 at JP Morgan, where he was an officer of the bank in Corporate Finance.

 

Education:

Dartmouth College – BA (Cum Laude);

Harvard Business School – MBA

Kishore Rao – Principal, analyst and portfolio manager on the firm’s Investment Committee. Kishore has been with the firm since 2004 and also sits on firm’s Executive Committee. Prior to joining Sustainable Growth Advisers, Kishore was a member of the investment team at Trident Capital, a venture capital firm managing a portfolio of software, technology, and business service companies. He was a Founder and General Manager of the Street Events division of CCBN before it was sold to Thomson Reuters. Previously, Kishore was an Investment Analyst at Tiger Management following healthcare services and software companies and an Analyst at Wellington Management following semiconductor equipment.

 

Education:

Carnegie Mellon University – BS;

Harvard Business School – MBA

 

Hrishikesh (HK) Gupta – Principal, analyst and portfolio manager on the firm’s Investment Committee. HK has been with the firm since 2014. Prior to joining Sustainable Growth Advisers, HK was a Senior Analyst at MDR Capital Management, a long / short equity hedge fund, and an Associate Managing Director at Iridian Asset Management. HK followed the Technology, Telecommunications, Industrials, Basic Commodity and Refiners sectors while at MDR and Iridian. He also worked as an Investment Banking Associate at Bank of America Merrill Lynch, and advised industrials and financials’ clients on private placements and M&A. HK spent three years as a Product and Program Manager at Amazon.com and, as part of their strategic executive division, led the launch of Amazon’s Japanese and German merchant platforms.

 

Education:

Indian Institute of Technology (IIT) Bombay – BS;

University of California – MS;

NYU Stern School of Business - MBA

 

(a)(2) OTHER ACCOUNTS.

 

The table below provides information about the other accounts managed by Messrs. Rohn, Rao and Gupta, as of December 31, 2023:

 

Type of Account	Number of Accounts Managed	Total Assets Managed (in millions)	Number of Accounts Managed for which Advisory Fee is Performance Based	Assets Managed for which Advisory Fee is Performance Based (in millions)
Robert L. Rohn
Registered Investment Companies	12	$13,351	None	None
Other Pooled Investment Vehicles	29	$9,499	None	None
Other Accounts	57	$3,286	None	None
Kishore Rao
Registered Investment Companies	13	$13,429	None	None
Other Pooled Investment Vehicles	32	$9,742	None	None
Other Accounts	59	$3,303	None	None
Hrishikesh (HK) Gupta
Registered Investment Companies	12	$13,351	None	None
Other Pooled Investment Vehicles	29	$9,499	None	None
Other Accounts	57	$3,286	None	None

Potential conflicts of interest in managing multiple accounts

 

Like other investment professionals with multiple clients, a portfolio manager for a Fund may face certain potential conflicts of interest in connection with managing both the Fund and other accounts at the same time. The paragraphs below describe some of these potential conflicts, which may be faced by investment professionals at most major financial firms. ALPS Advisors, Inc. and the Fund have adopted compliance policies and procedures that attempt to address certain of these potential conflicts.

 

The management of accounts with different advisory fee rates and/or fee structures, including accounts that pay advisory fees based on account performance (“performance fee accounts”), may raise potential conflicts of interest by creating an incentive to favor higher-fee accounts. These potential conflicts may include, among others:

 

•

The most attractive investments could be allocated to higher-fee accounts or performance fee accounts.

 

•

The trading of higher-fee accounts could be favored as to timing and/or execution price. For example, higher-fee accounts could be permitted to sell securities earlier than other accounts when a prompt sale is desirable or to buy securities at an earlier and more opportune time.

 

•

The trading of other accounts could be used to benefit higher-fee accounts (front-running).

 

•

The investment management team could focus their time and efforts primarily on higher-fee accounts due to a personal stake in compensation.

 

Potential conflicts of interest may also arise when the portfolio managers have personal investments in other accounts that may create an incentive to favor those accounts.

 

A potential conflict of interest may arise when a Fund and other accounts purchase or sell the same securities. On occasions when a portfolio manager considers the purchase or sale of a security to be in the best interests of a Fund as well as other accounts, the adviser’s trading desk may, to the extent permitted by applicable laws and regulations, aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions, if any. Aggregation of trades may create the potential for unfairness to a Fund or another account if one account is favored over another in allocating the securities purchased or sold – for example, by allocating a disproportionate amount of a security that is likely to increase in value to a favored account.

 

“Cross trades,” in which one account sells a particular security to another account (potentially saving transaction costs for both accounts), may also pose a potential conflict of interest. Cross trades may be seen to involve a potential conflict of interest if, for example, one account is permitted to sell a security to another account at a higher price than an independent third party would pay. The Fund has adopted compliance procedures that provide that any transactions between a Fund and another advised account are to be made at an independent current market price, as required by law.

 

Another potential conflict of interest may arise based on the different investment objectives and strategies of a Fund and other accounts. For example, another account may have a shorter-term investment horizon or different investment objectives, policies or restrictions than a Fund. Depending on another account’s objectives or other factors, a portfolio manager may give advice and make decisions that may differ from advice given, or the timing or nature of decisions made, with respect to a Fund. In addition, investment decisions are the product of many factors in addition to basic suitability for the particular account involved. Thus, a particular security may be bought or sold for certain accounts even though it could have been bought or sold for other accounts at the same time. More rarely, a particular security may be bought for one or more accounts managed by a portfolio manager when one or more other accounts are selling the security (including short sales). There may be circumstances when purchases or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts.

A Fund’s portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. As a result, the portfolio manager may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those accounts as might be the case if he or she were to devote substantially more attention to the management of a single fund. The effects of this potential conflict may be more pronounced where funds and/or accounts overseen by a particular portfolio manager have different investment strategies.

 

A Fund’s portfolio managers may be able to select or influence the selection of the brokers and dealers that are used to execute securities transactions for the Fund. In addition to executing trades, some brokers and dealers provide portfolio managers with brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934), which may result in the payment of higher brokerage fees than might have otherwise be available. These services may be more beneficial to certain funds or accounts than to others. Although the payment of brokerage commissions is subject to the requirement that the portfolio manager determine in good faith that the commissions are reasonable in relation to the value of the brokerage and research services provided to the fund, a portfolio manager’s decision as to the selection of brokers and dealers could yield disproportionate costs and benefits among the funds and/or accounts that he or she manages.

 

The adviser or an affiliate may provide more services (such as distribution or recordkeeping) for some types of funds or accounts than for others. In such cases, a portfolio manager may benefit, either directly or indirectly, by devoting disproportionate attention to the management of fund and/or accounts that provide greater overall returns to the investment manager and its affiliates.

 

A Fund’s portfolio manager(s) may also face other potential conflicts of interest in managing the Fund, and the description above is not a complete description of every conflict that could be deemed to exist in managing both a Fund and other accounts. In addition, a Fund’s portfolio manager may also manage other accounts (including their personal assets or the assets of family members) in their personal capacity. The management of these accounts may also involve certain of the potential conflicts described above. Investment personnel at the advisers, including each Fund’s portfolio manager, are subject to restrictions on engaging in personal securities transactions pursuant to Codes of Ethics adopted by the adviser.

 

The adviser has trade allocation and other policies and procedures that it believes are reasonably designed to address these and other potential conflicts of interest.

 

(a)(3) COMPENSATION STRUCTURE.

 

SGA has adopted a system of compensation for portfolio managers that seeks to align the financial interests of the investment professionals with those of SGA. The compensation of SGA’s three principals/portfolio managers is based upon (i) a fixed base compensation and (ii) SGA’s financial performance. SGA’s compensation arrangements with its investment professionals are not determined on the basis of specific funds or accounts managed by the investment professional. All investment professionals receive customary benefits that are offered generally to all salaried employees of SGA.

 

(a)(4) OWNERSHIP BY PORTFOLIO MANAGERS.

 

The following table sets forth the dollar range of Fund shares beneficially owned by each portfolio manager as of December 31, 2023, stated using the following ranges: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000, $100,001-$500,000, $500,001-$1,000,000 or over $1,000,000.

 

Name	Dollar Range of the Registrant’s Securities Owned by the Portfolio Managers
Robert L. Rohn	None
Kishore Rao	None
Hrishikesh (HK) Gupta	None

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

During the fiscal year ended December 31, 2023, there were no purchases made by or on behalf of the registrant or any “affiliated purchaser”, as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934 (“Exchange Act”), of shares or other units of any class of the registrant’s equity securities that are registered by the registrant pursuant to Section 12 of the Exchange Act.

 

Item 15. Submission of Matters to a Vote of Security Holders.

 

There have not been any material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of directors, since those procedures were last disclosed in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K or this Item.

 

Item 16. Controls and Procedures.

 

(a)

The Registrant’s Principal Executive Officer and Principal Financial Officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended) are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

 

(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, as amended) during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

 

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

 

(a) For the fiscal year ended December 31, 2023, the registrant had the following dollar amounts of income and fees/compensation related to its securities lending activities to report:

 

		Total
Gross Income from securities lending activity1		$	63,142
Fees and/or compensation for securities lending activities and related services
Fees paid to securities lending agent from revenue split2		$	6,727
Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in revenue split3		$	295
Administrative fees not included in revenue split4			-
Indemnification fee not included in revenue split5			-
Rebate (paid to borrowers)6		$	29,278
Other fees not included in revenue split			-
Aggregate fees/comp for securities lending activities		$	36,300
Net income from securities lending activities		$	26,842

 

1

Gross income from securities lending activities represents the total revenue generated from securities lending activities prior to the application of any fees (revenue split, management fee, or otherwise) and/or rebates on cash collateral negotiated with borrowers.

2

Fees paid to securities lending agent from a revenue split is the agent lender’s income from the lending activities exclusive of any fees or rebates.

3

Fees paid for cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split as calculated: Average monthly cash collateral balance for the reporting period multiplied by the most recently reported expense ratio.

4

Administrative fees not included in revenue split are fees for other administrative activities associated with client’s participation in securities lending activities.

5

Indemnification fee not included in revenue split is the fee for indemnifying the client for their participation in securities lending activities. There is currently no fee associated with indemnification.

6

Rebate (paid to borrowers) is the fee paid by the lender to the borrower for loans collateralized with cash.

 

(b)

The Fund only lends its portfolio securities to borrowers that are approved by the Fund’s securities lending agent. The agent monitors loans for compliance with certain policies of the Fund, including: (1) securities lending may not exceed 30% of the value of the Fund’s total assets; (2) the initial collateral received by the Fund must 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 of the loaned securities for all other securities; and, (3) thereafter the market value of the collateral must be no less than 100% of the current value of the securities on loan. The securities lending agent will obtain additional collateral in the event the market value of the collateral does not comply with these policies. The securities lending agent will recall securities on loan in the event it is determined that they need to be recalled for any reason, including for the Fund to cast a vote on a matter at a shareholders meeting. The securities lending agent collects distributions on loaned securities. The securities lending agent invests cash collateral received in a money market fund approved by the Fund’s board.

 

Item 18. Recovery of Erroneously Awarded Compensation.

 

(a)

Not applicable.

 

(b)

Not applicable.

 

Item 19. Exhibits.

 

(a)(1)

The registrant’s Code of Ethics for Principal Executive and Senior Financial Officers that applies to the registrant’s principal executive officer and principal financial officer and as described in Item 2 hereof is attached hereto as Exhibit 19(a)(1).

 

(a)(2)

Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) attached hereto as Exhibit 99.CERT.

 

(a)(3)

Not applicable.

 

(a)(4)

Not applicable.

 

(b)

Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) attached hereto as Exhibit 99.906CERT.

 

(c)

The Proxy Voting Policies and Procedures are attached hereto as Exhibit 19(c).

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/ Mark Haley
	Mark Haley (Principal Executive Officer)
	President
Date:	March 7, 2024

 

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/ Mark Haley
	Mark Haley (Principal Executive Officer)
	President
Date:	March 7, 2024
By:	/s/ Erich Rettinger
	Erich Rettinger (Principal Financial Officer)
	Treasurer
Date:	March 7, 2024

Liberty All-Star Equity Fund

Liberty All-Star Growth Fund, Inc.

 

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND FINANCIAL OFFICERS

Procedure Creation Date:	December 12, 2005
Procedures Revised as of:	October 1, 2013
Applicable Authority:	Section 406 of the Sarbanes-Oxley Act of 2002

 

I.

Purpose of the Code

 

The Liberty All-Star Growth Fund, Inc. and the Liberty All-Star Equity Fund (collectively the “Funds”) code of ethics (this “Code”) is intended to serve as the code of ethics described in Section 406 of the Sarbanes-Oxley Act of 2002 and Item 2 of Form N-CSR. This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Funds, the Funds’ adviser, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers, as defined herein, who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Funds’ and its investment adviser’s, and principal underwriter’s codes of ethics pursuant to Rule 17j-1 under the Investment Company Act of 1940 (the “1940 Act”) are separate requirements applying to the Covered Officers and others, and are not part of this Code.

 

All Covered Officers must become familiar and fully comply with this Code. Because this Code cannot and does not cover every applicable law or provide answers to all questions that might arise, all Covered Officers are expected to use common sense about what is right and wrong, including a sense of when it is proper to seek guidance from others on the appropriate course of conduct.

 

The purpose of this Code is to set standards for the Covered Officers that are reasonably designed to deter wrongdoing and to promote:

 

•

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

•

full, fair, accurate, timely, and understandable disclosure in reports and documents that the Funds files with, or submits to, the Securities and Exchange Commission (the “SEC”) and in any other public communications by the Funds;

 

•

compliance with applicable governmental laws, rules and regulations;

 

•

the prompt internal reporting of violations of the Code to the appropriate persons as set forth in the Code; and

 

•

accountability for adherence to the Code.

 

II.

Covered Persons

 

This Code applies to the Funds’ Principal Executive Officers and Principal Financial Officers, or any persons performing similar functions on behalf of the Funds (the “Covered Officers”). Each Covered Person should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. Covered Officers are expected to act in accordance with the standards set forth in this Code.

 

Honest and Ethical Conduct

 

A.

Honesty, Diligence and Professional Responsibility

 

Covered Officers are expected to observe both the form and the spirit of the ethical principles contained in this Code. Covered Officers must perform their duties and responsibilities for the Funds:

 

•

with honesty, diligence, and a commitment to professional and ethical responsibility;

 

•

carefully, thoroughly and in a timely manner; and

 

•

in conformity with applicable professional and technical standards.

 

Covered Officers who are certified public accountants are expected to carry out their duties and responsibilities in a manner consistent with the principles governing the accounting profession, including any guidelines or principles issued by the Public Company Accounting Oversight Board or the American Institute of Certified Public Accountants from time to time.

 

B.

Objectivity/Avoidance of Undisclosed Conflicts of Interest

 

Covered Officers are expected to maintain objectivity and avoid undisclosed conflicts of interest. In the performance of their duties and responsibilities for the Funds, Covered Officers must not subordinate their judgment to personal gain and advantage, or be unduly influenced by their own interests or by the interests of others. Covered Officers must avoid participation in any activity or relationship that constitutes a conflict of interest unless that conflict has been completely disclosed to affected parties and waived by the Trustees on behalf of the Funds. Further, Covered Officers should avoid participation in any activity or relationship that could create the appearance of a conflict of interest.

 

A conflict of interest would generally arise if, for instance, a Covered Officer directly or indirectly participates in any investment, interest, association, activity or relationship that may impair or appear to impair the Covered Officer’s objectivity or interfere with the interests of, or the Covered Officer's service to, the Funds.

 

Any Covered Officer who may be involved in a situation or activity that might be a conflict of interest or give the appearance of a conflict of interest must report such situation or activity using the reporting procedures set forth in Section VI of this Code.

 

Each Covered Officer must not:

 

•

use his or her personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Funds whereby the Covered Officer would benefit personally to the detriment of the Funds;

 

•

cause the Funds to take action, or fail to take actions, for the individual personal benefit of the Covered Officer rather than the benefit of the Funds; or

 

•

use material non-public knowledge of portfolio transactions made or contemplated for the Funds to trade personally or cause others to trade personally in contemplation of the market effect of such transactions.

 

Each Covered Officer is responsible for his or her compliance with this conflict of interest policy.

 

C.

Preparation of Financial Statements

 

Covered Officers must not knowingly make any misrepresentations regarding the Funds’ financial statements or any facts in the preparation of the Funds’ financial statements, and must comply with all applicable laws, standards, principles, guidelines, rules and regulations in the preparation of the Funds’ financial statements. This section is intended to prohibit:

 

•

making, or permitting or directing another to make, materially false or misleading entries in the Funds’ financial statements or records;

 

•

failing to correct the Funds’ financial statements or records that are materially false or misleading when he or she has the authority to record an entry; and

 

•

signing, or permitting or directing another to sign, a document containing materially false or misleading financial information.

 

Covered Officers must be scrupulous in their application of generally accepted accounting principles. No Covered Officer may (i) express an opinion or state affirmatively that the financial statements or other financial data of the Funds are presented in conformity with generally accepted accounting principles, or (ii) state that he or she is not aware of any material modifications that should be made to such statements or data in order for them to be in conformity with generally accepted accounting principles, if such statements or data contain any departure from generally accepted accounting principles then in effect in the United States.

 

Covered Officers must follow the laws, standards, principles, guidelines, rules and regulations established by all applicable governmental bodies, commissions or other regulatory agencies in the preparation of financial statements, records and related information. If a Covered Officer prepares financial statements, records or related information for purposes of reporting to such bodies, commissions or regulatory agencies, the Covered Officer must follow the requirements of such organizations in addition to generally accepted accounting principles.

 

If a Covered Officer and his or her supervisor have a disagreement or dispute relating to the preparation of financial statements or the recording of transactions, the Covered Officer should take the following steps to ensure that the situation does not constitute an impermissible subordination of judgment:

 

•

The Covered Officer should consider whether (i) the entry or the failure to record a transaction in the records, or (ii) the financial statement presentation or the nature or omission of disclosure in the financial statements, as proposed by the supervisor, represents the use of an acceptable alternative and does not materially misrepresent the facts or result in an omission of a material fact. If, after appropriate research or consultation, the Covered Officer concludes that the matter has authoritative support and/or does not result in a material misrepresentation, the Covered Officer need do nothing further.

 

•

If the Covered Officer concludes that the financial statements or records could be materially misstated as a result of the supervisor’s determination, the Covered Officer should follow the reporting procedures set forth in Section VI of this Code.

 

D.

Obligations to the Independent Auditor of the Funds

 

In dealing with the Funds’ independent auditor, Covered Officers must be candid and not knowingly misrepresent facts or knowingly fail to disclose material facts, and must respond to specific inquiries and requests by the Funds’ independent auditor.

 

Covered Officers must not take any action, or direct any person to take any action, to fraudulently influence, coerce, manipulate or mislead the Funds’ independent auditor in the performance of an audit of the Funds’ financial statements for the purpose of rendering such financial statements materially misleading.

 

Full, Fair, Accurate, Timely and Understandable Disclosure

 

It is the Funds’ policy to provide full, fair, accurate, timely, and understandable disclosure in reports and documents that the Funds files with, or submits to, the SEC and in any other public communications by the Funds. The Funds have designed and implemented Disclosure Controls and Procedures to carry out this policy.

 

Covered Officers are expected to familiarize themselves with the disclosure requirements generally applicable to the Funds, and to use their best efforts to promote, facilitate, and prepare full, fair, accurate, timely, and understandable disclosure in all reports and documents that the Funds files with, or submits to, the SEC and in any other public communications by the Funds.

 

Covered Officers must review the Funds’ Disclosure Controls and Procedures to ensure they are aware of and carry out their duties and responsibilities in accordance with the Disclosure Controls and Procedures and the disclosure obligations of the Funds. Covered Officers are responsible for monitoring the integrity and effectiveness of the Funds’ Disclosure Controls and Procedures.

 

Compliance with Applicable Laws, Rules and Regulations

 

Covered Officers are expected to know, respect and comply with all laws, rules and regulations applicable to the conduct of the Funds’ business. If a Covered Officer is in doubt about the legality or propriety of an action, business practice or policy, the Covered Officer should seek advice from the Covered Officer’s supervisor or the Funds’ legal counsel.

 

In the performance of their work, Covered Officers must not knowingly be a party to any illegal activity or engage in acts that are discreditable to the Funds.

 

Covered Officers are expected to promote the Funds’ compliance with applicable laws, rules and regulations. To promote such compliance, Covered Officers may establish and maintain mechanisms to educate employees carrying out the finance and compliance functions of the Funds about any applicable laws, rules or regulations that affect the operation of the finance and compliance functions and the Funds generally.

 

Reporting and Accountability

 

All Covered Officers will be held accountable for adherence to this Code. Each Covered Officer must, upon the Funds’ adoption of this Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he/she has received, read, and understands this Code by signing the Acknowledgement Form attached hereto as Appendix A. Thereafter, each Covered Officer, on an annual basis, must affirm to the Board that he/she has complied with the requirements of this Code.

 

Covered Officers may not retaliate against any other Covered Officer of the Funds or their affiliated persons for reports of potential violations that are made in good faith.

 

The Funds will follow these procedures in investigating and enforcing this Code:

 

A.

Any Covered Officer who knows of any violation of this Code or who questions whether a situation, activity or practice is acceptable must immediately report such practice to the Funds’ Audit Committee. The Audit Committee shall take appropriate action to investigate any reported potential violations. If, after such investigation, the Audit Committee believes that no violation has occurred, the Audit Committee is not required to take any further action. Any matter that the Audit Committee believes is a violation will be reported to the Chairman of the Board of Trustees/ Directors. The Audit Committee shall respond to the Covered Officer within a reasonable period of time.

 

B.

If the Covered Officer is not satisfied with the response of the Audit Committee, the Covered Officer shall report the matter to the Chairman of the Board of Trustees. If the Chairman is unavailable, the Covered Officer may report the matter to any other member of the Board of Trustees. The person receiving the report shall consider the matter, refer it to the full Board of Trustees if he or she deems appropriate, and respond to the Covered Officer within a reasonable amount of time. If the Board of Trustees/ Directors concurs that a violation has occurred, it will consider appropriate action, which may include review of and appropriate modifications to applicable policies and procedures or notification to appropriate personnel of the investment adviser or its board.

 

C.

If the Board of Trustees determines that a Covered Officer violated this Code, failed to report a known or suspected violation of this Code, or provided intentionally false or malicious information in connection with an alleged violation of this Code, the Board of Trustees/ Directors may take disciplinary action against any such Covered Officer to the extent the Board of Trustees deems appropriate. No Covered Officer will be disciplined for reporting a concern in good faith.

 

To the extent possible and as allowed by law, reports will be treated as confidential. The Funds may report violations of the law to the appropriate authorities.

 

Disclosure of this Code

 

This Code shall be disclosed to the public by at least one of the following methods in the manner prescribed by the SEC, unless otherwise required by law:

 

•

Filing a copy of this Code as an exhibit to the Funds’ annual report on Form N-CSR;

 

•

Posting the text of this Code on the Funds’ Internet website and disclosing, in its most recent report on Form N-CSR, its Internet address and the fact that it has posted this Code on its Internet website; or

 

•

Providing an undertaking in the Funds’ most recent report on Form N-CSR to provide a copy of this Code to any person without charge upon request, and explaining the manner in which such a request may be made.

 

Waivers

 

 

Any waiver of this Code, including an implicit waiver, granted to a Covered Officer may be made only by the Board of Trustees/ Directors or a committee of the Board to which such responsibility has been delegated, and must be disclosed by the Funds in the manner prescribed by law and as set forth above in Section VII (Disclosure of this Code).

 

Amendments

 

This Code may be amended by the affirmative vote of a majority of the Board of Trustees, including a majority of the independent Trustees. Any amendment of this Code must be disclosed by the Funds in the manner prescribed by law and as set forth above in Section VII (Disclosure of this Code), unless such amendment is deemed to be technical, administrative, or otherwise non-substantive. Any amendments to this Code will be provided to the Covered Officers.

 

Confidentiality

 

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Board of Trustees of the Funds, the Audit Committee, the legal counsel to the Funds, legal counsel to the independent trustees and such other persons as a majority of the Board of Trustees/ Directors, including a majority of the independent Trustees, shall determine to be appropriate.

 

Appendix A

 

Liberty All-Star Funds

 

Certification and Acknowledgment of Receipt of Code of Ethics for Principal Executive Officers and Principal Financial Officers

 

I acknowledge and certify that I have received a copy of the Liberty All-Star Funds’ Code of Ethics for Principal Executive Officers and Principal Financial Officers (the “Code”). I understand and agree that it is my responsibility to read and familiarize myself with the policies and procedures contained in the Code and to abide by those policies and procedures.

 

I acknowledge and certify that I have read and understand the Code.

 

I affirm that I have complied with the requirements of this Code.

 

Officer Name (Please Print)		Officer Signature
		Date

 

 

Ex. 99.Cert

 

I, Mark Haley, President and Principal Executive Officer of the Liberty All-Star Growth Fund, Inc. (the “Registrant”) certify that:

 

1.

I have reviewed this report on Form N-CSR of the Liberty All-Star Growth Fund, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

By:	/s/ Mark Haley
	Mark Haley (Principal Executive Officer)
	President
Date:	March 7, 2024

 

I, Erich Rettinger, Treasurer and Principal Financial Officer of the Liberty All-Star Growth Fund, Inc. (the “Registrant”) certify that:

 

1.

I have reviewed this report on Form N-CSR of the Liberty All-Star Growth Fund, Inc.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

By:	/s/ Erich Rettinger
	Erich Rettinger (Principal Financial Officer)
	Treasurer
Date:	March 7, 2024

 

Exhibit 99.906Cert

 

This certification is furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the report on Form N-CSR for the period ended December 31, 2023 (the “Report”), of the Liberty All-Star Growth Fund, Inc. (the “Company”).

 

I, Mark Haley, the President and Principal Executive Officer of the Company, certify that:

 

(i)

the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

 

(ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated:	March 7, 2024
By:	/s/ Mark Haley
	Mark Haley (Principal Executive Officer)
	President

 

This certification is furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1350, and accompanies the report on Form N-CSR for the period ended December 31, 2023 (the “Report”), of the Liberty All-Star Growth Fund, Inc. (the “Company”).

 

I, Erich Rettinger, the Treasurer and Principal Financial Officer of the Company, certify that:

 

(i)

the Report fully complies with the requirements of Section 13(a) or Section 15(d), as applicable of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

 

(ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated:	March 7, 2024
By:	/s/ Erich Rettinger
	Erich Rettinger (Principal Financial Officer)
	Treasurer

 

LIBERTY ALL-STAR EQUITY FUND

 

LIBERTY ALL-STAR GROWTH FUND, INC.

 

PROXY VOTING POLICY AND PROCEDURES

 

Procedure Creation Date:	December 15, 2011
Procedures Revised as of:	September 12, 2013, March 21, 2019
Applicable Authority:	Rule 30b1-4 under the Investment Company Act of 1940

 

The Liberty All-Star Equity Fund and Liberty All-Star Growth Fund, Inc. (each, a “Fund” and, collectively, the “Funds”) have adopted these Proxy Voting Policies and Procedures (the “Funds’ Policy”), as set forth below, in recognition of the fact that proxy voting is an important component of investment management and must be performed in a dutiful and purposeful fashion in order to advance the best interests of shareholders of each Fund.

 

Shareholders of each Fund expect the Fund to vote proxies received from issuers whose voting securities are held by the Fund. Each Fund exercises its voting responsibilities as a fiduciary, with the goal of maximizing the value of the Fund’s and its shareholders’ investments. ALPS Advisors, Inc. (the “Adviser”) will seek to ensure that proxies are voted in the best interests of each Funds and its shareholders except where the Fund may be required by law to vote proxies in the same proportion as the vote of all other shareholders (i.e., “echo vote”).

 

I.

Delegation of Proxy Voting to Adviser

 

The Adviser shall vote all proxies relating to securities held by each Fund and, in that connection subject to any further policies and procedures contained herein, shall use proxy voting policies and procedures (“Proxy Policy”) adopted by the Adviser in conformance with Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (“Advisers Act”). The Funds’ sub-advisers have the ability to direct proxies as long as the determination is made in the best interest of shareholders.

 

II.

Disclosure of Proxy Voting Policies and Procedures in the Funds’ Statement of Additional Information (“SAI”) and Annual Report to Shareholders

 

Each Fund shall include in annual report to shareholders on Form N-CSR and in any SAI filed with the Securities and Exchange Commission in connection with a registration statement on Form N-2 a summary of the Proxy Policy. In lieu of including a summary of policy, each Fund may include the policy in full. Each Fund will send the foregoing documents to its shareholders within three business days of receipt of a request, by first-class mail or other means designed to ensure equally prompt delivery.

 

III.

Material Conflicts of Interest

 

If (i) the Adviser or Sub-Adviser knows that a vote presents a material conflict between the interests of: (a) shareholders of the relevant Fund and (b) the Adviser, a sub-adviser or any of their affiliated persons, and (ii) the Adviser or Sub-Adviser proposes to vote on the particular issue in the manner not prescribed by its Proxy Policy, then the Adviser will follow the material conflict of interest procedures set forth in its Proxy Policy when voting such proxies.

 

IV.

Securities Lending Program

 

Certain Funds may participate in a securities lending program through a lending agent. When a Fund’s securities are out on loan, they are transferred into the borrower’s name and are voted by the borrower, at its discretion. The Adviser may employ a cost-benefit analysis to determine whether the cost of voting a proxy for a security on loan exceeds the expected benefit to the fund of voting the proxy. In performing this analysis, the Adviser will take into account the administrative burden of retrieving the securities as well as the size of the Fund’s holding in the security on loan and the likelihood that the vote will have a significant impact on the value of the holding.

 

V.

Adviser and Fund CCO Responsibilities

 

Each Fund has delegated proxy voting authority with respect to the Fund’s portfolio securities to the Adviser, as set forth above. Consistent with this delegation, the Adviser is responsible for the following:

 

1)

Implementing written policies and procedures, in compliance with Rule 206(4)-6 under the Advisers Act, reasonably designed to ensure that the Adviser votes portfolio securities in the best interest of shareholders of the Fund owning the portfolio securities voted.

 

2)

Providing to each Fund’s Chief Compliance Officer (“CCO”) a summary of the material changes to a Proxy Policy during the period covered by the CCO’s annual compliance report to the Board, and a redlined copy of such Proxy Policy as applicable.

 

3)

The CCO shall review all Proxy Policies at least annually to ensure that they are in compliance with Rule 206(4)-6 under the Advisers Act, and appear reasonably designed to ensure that the Adviser votes portfolio securities in the best interest of shareholders of the Fund owning the portfolio securities voted.

 

VI.

Review Responsibilities

 

The Adviser may retain a Proxy Voting Service to coordinate, collect, and maintain all proxy-related information, and to prepare and file each Fund’s reports on Form N-PX with the SEC.

 

The Adviser will review each Fund’s voting records maintained by the Proxy Voting Service and, on a quarterly basis, select a sample of proxy votes from those submitted and examine them against the Proxy Voting Service files for accuracy of the votes.

 

VII.

Preparation and Filing of Proxy Voting Record on Form N-PX

 

Each Fund will annually file its complete proxy voting record with the SEC on Form N-PX.

 

Each Fund’s Administrator will be responsible for oversight and completion of the filing of the Fund’s reports on Form N-PX with the SEC. The Proxy Voting Service will prepare the EDGAR version of Form N-PX and will submit it to the Fund Administrator for review and approval prior to filing with the SEC. Each Fund’s Administrator will file Form N-PX for each twelve-month period ended June 30 and the filing for each year will be made with the SEC on or before August 31 of that year.

 

VIII.

Recordkeeping

 

Documentation of all votes for the Funds’ will be maintained by the Adviser and/or the Proxy Voting Service.

 

 

v3.24.0.1

N-2	12 Months Ended
	Dec. 31, 2023
Cover [Abstract]
Entity Central Index Key	0000786035
Amendment Flag	false
Entity Inv Company Type	N-2
Document Type	N-CSR
Entity Registrant Name	Liberty All-Star Growth Fund, Inc.
General Description of Registrant [Abstract]
Investment Objectives and Practices [Text Block]	Investment Objective There have been no changes in the Fund’s investment objective since the prior disclosure date that have not been approved by stockholders.   The Fund is a diversified, closed-end management investment company registered under the 1940 Act. The Fund’s investment objective is to seek long-term capital appreciation. Under normal market conditions, the Fund seeks to achieve its investment objective through investing at least 65% of its net assets in a diversified portfolio of equity securities of companies of any market capitalization.   Although under normal market conditions the Fund will remain substantially fully invested in equity securities, up to 35% of the value of the Fund’s total assets may generally be invested in U.S. Government Securities, repurchase agreements with respect to U.S. Government Securities, and, to an extent not greater than 10% of the market value of the Fund’s total assets, money market mutual funds that invest primarily in U.S. Government Securities. The Fund may temporarily invest without limit in U.S. Government Securities, repurchase agreements and money market mutual funds for defensive purposes when AAI or the Portfolio Managers deem that market conditions are such that a more conservative approach to investment is desirable.   The Fund’s investment objective of long-term capital appreciation, as well as certain of its investment restrictions, are fundamental and may not be changed without a majority vote of the Fund’s outstanding shares. Under the 1940 Act, a “majority vote” means the vote of the lesser of (a) 67% of the shares of the Fund represented at a meeting at which the holders of more than 50% of the outstanding shares of the Fund are present or represented, or (b) more than 50% of the outstanding shares of the Fund. Non-fundamental policies may be changed by vote of the Board of Directors.   Principal Investment Strategies There have been no changes in the Fund’s Principal Investment Strategies and Policies since the prior disclosure date.   Investment Practices The following describes certain of the investment practices in which one or more of the Portfolio Managers may engage, each of which may involve certain special risks.   Lending of Portfolio Securities. The Fund, in order to generate additional income, may lend its portfolio securities (principally to broker-dealers) where such loans are callable at any time and are continuously secured by collateral (cash or U.S. Government Securities) equal to and not less than the market value, determined daily, of the securities loaned. The Fund would receive amounts equal to the interest on the securities loaned. It would also be paid for having made the loan. Any cash collateral pursuant to these loans would be invested in Short-Term Money Market Instruments. The Fund could be subjected to delays in recovering the loaned securities in the event of default or bankruptcy of the borrower. The Fund will limit such lending to not more than 20% of the value of the Fund’s total assets. The Fund may pay fees to its custodian bank or others for administrative services in connection with securities loans.   Repurchase Agreements. The Fund may enter into repurchase agreements with banks or broker- dealer firms whereby such institutions sell U.S. Government Securities or other securities in which it may invest to the Fund and agree at the time of sale to repurchase them at a mutually agreed upon time and price. The resale price is greater than the purchase price, reflecting an agreed-upon interest rate that is effective during the time between the purchase and resale and is not related to the stated interest rate on the purchased securities. The Fund requires the seller of the securities to maintain on deposit with the Fund’s custodian bank securities in an amount at all times equal to or in excess of the value of the repurchase agreement. In the event that the seller of the securities defaults on its repurchase obligation or becomes bankrupt, the Fund could receive less than the repurchase price on the sale of the securities to another party or could be subjected to delays in selling the securities. Under normal market conditions, not more than 35% of the Fund’s net assets will be invested in Short-Term Money Market Instruments, including repurchase agreements, and not more than 10% of the Fund’s net assets will be invested in repurchase agreements maturing in more than seven days.   Securities of Other Investment Companies. The Fund may invest in the securities of other investment companies, including open-end mutual funds, closed-end funds, unit investment trusts, private investment companies and offshore investment companies. An investment in an investment company involves risks similar to those of investing directly in the investment company’s portfolio securities, including the risk that the value of the portfolio securities may fluctuate in accordance with changes in the financial condition of their issuers, the value of stocks and other securities generally, and other market factors.   In addition, investing in other investment companies involves certain other risks, costs, and expenses for the Fund. If the Fund invests in another investment company, the Fund will be charged its proportionate share of the advisory fees and other operating expenses of such investment company, which are in addition to the advisory fees and other operational expenses charged to the Fund. In addition, the Fund could incur a sales charge in connection with purchasing an investment company security or a redemption fee upon the redemption of such security. An investment in the shares of a closed-end investment company may also involve the payment of a substantial premium over, while sales of such shares may be made at a substantial discount from, the NAV of the issuers’ portfolio securities. Investments in securities of other investment companies will be made in compliance with applicable 1940 Act limitations. To the extent that the Fund invests in the securities of other investment companies, the Fund’s shareholders will indirectly bear a pro rata share of the investment company’s expenses in addition to the expenses associated with an investment in the Fund. The Fund may invest in investment companies managed by AAI or other affiliates of AAI.
Risk Factors [Table Text Block]	RISKS   The Fund is a diversified, multi-managed closed-end management investment company designed primarily as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete investment program and there can be no assurance that the Fund will achieve its investment objective.   Investment and Market Risk An investment in the Fund’s shares is subject to investment risk, including the possible loss of the entire amount that you invest. Your investment in shares represents an indirect investment in the securities owned by the Fund, most of which are traded on a national securities exchange or in the over-the-counter markets. The value of these securities, like other market investments, may move up or down, sometimes rapidly and unpredictably. Your shares at any point in time may be worth less than your original investment, even after taking into account the reinvestment of dividends and other distributions.   Market Discount Risk Shares of closed-end management investment companies such as the Fund frequently trade at a discount from their NAV. The shares were designed primarily for long-term investors, and investors in shares should not view the Fund as a vehicle for trading purposes. This risk is separate and distinct from the risk that the Fund’s NAV may decline.   Common Stock Risk The Fund is not limited in the percentage of its assets that may be invested in common stocks and other equity securities, and therefore a risk of investing in the Fund is equity risk. Equity risk is the risk that the market value of securities held by the Fund will fall due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, and the particular circumstances and performance of particular companies whose securities the Fund holds. For example: an adverse event, such as an unfavorable earnings report, may depress the value of equity securities of an issuer held by the Fund; the price of common stock of an issuer may be particularly sensitive to general movements in the stock market; or a drop in the stock market may depress the price of most or all of the common stocks and other equity securities held by the Fund. In addition, common stock of an issuer in the Fund’s portfolio may decline in price if the issuer fails to make anticipated dividend payments because, among other reasons, the issuer of the security experiences a decline in its financial condition. Common equity securities in which the Fund will invest are structurally subordinated to preferred stocks, bonds and other debt instruments in a company’s capital structure, in terms of priority to corporate income, and therefore will be subject to greater payment risk than preferred stocks or debt instruments of such issuers. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.   Management Risk The Fund is subject to management risk because it is an actively managed investment portfolio. AAI and the Portfolio Managers will apply investment techniques and risk analyses in selecting Portfolio Managers and making investment decisions for the Fund, respectively, but there can be no guarantee that these will produce the desired results.   Growth Stock Risk The Fund’s net assets are allocated to Portfolio Managers that utilize a “growth” approach to investing. Over time, depending on market conditions, this allocation may increase or decrease. Growth stocks are stocks of companies believed to have above-average potential for growth in revenue and earnings. Prices of growth stocks may be more sensitive to changes in current or expected earnings than the prices of other stocks. In certain market conditions, growth stocks may not perform as well as the stock market in general.   Small and Mid-Cap Stock Risk The Fund may invest in companies of any market capitalization. The Fund considers small companies to be those with a market capitalization up to $5 billion and medium-sized companies to be those with a market capitalization between $5 billion and $30 billion. Smaller and medium-sized company stocks may be more volatile than, and perform differently from, larger company stocks.   Foreign Securities Risk Investments in foreign securities involve risks in addition to those of investments in U.S. issuers. These risks include political and economic risks, currency fluctuations, higher transaction costs, less liquidity and greater volatility, delayed settlement, confiscatory taxation, withholding of taxes and less stringent investor protection and disclosure of standards in some foreign markets. These risks can make investments in foreign issuers more volatile and potentially less liquid than investments in U.S. issuers.   Tax Risk The Fund may invest in preferred securities, convertible securities or other securities the federal income tax treatment of the income from which may not be clear or may be subject to recharacterization by the IRS. The tax treatment of distributions the Fund reports as “qualified dividend income” may be affected by IRS interpretations of the Code and future changes in the Code and the Treasury regulations. There can be no assurance as to what portion, if any, of the Fund’s distributions will constitute qualified dividend income.   Inflation Risk Inflation risk is the risk that the value of assets or income from investment will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Fund’s shares and distributions can decline.   Deflation Risk Deflation risk is the risk that prices throughout the economy decline over time, which may have an adverse effect on the market valuation of companies, their assets and revenues. In addition, deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of the Fund’s portfolio.   Market Disruption and Geopolitical Risk Certain events have a disruptive effect on the securities markets, such as health emergencies, cyber-attacks, terrorist attacks, war and other geopolitical events. The Fund cannot predict the effects of these events on the U.S. economy, the stock market and world economies and markets generally.   Legislation and Regulatory Risk At any time after the date of this annual report, legislation or additional regulations may be enacted that could negatively affect the assets of the Fund or the issuers of such assets. Changing approaches to regulation may have a negative impact on the entities and/or securities in which the Fund invests. Legislation or regulation may also change the way in which the Fund itself is regulated.
Capital Stock, Long-Term Debt, and Other Securities [Abstract]
Document Period End Date	Dec. 31, 2023
Investment and Market Risk [Member]
General Description of Registrant [Abstract]
Risk [Text Block]	Investment and Market Risk An investment in the Fund’s shares is subject to investment risk, including the possible loss of the entire amount that you invest. Your investment in shares represents an indirect investment in the securities owned by the Fund, most of which are traded on a national securities exchange or in the over-the-counter markets. The value of these securities, like other market investments, may move up or down, sometimes rapidly and unpredictably. Your shares at any point in time may be worth less than your original investment, even after taking into account the reinvestment of dividends and other distributions.
Market Discount Risk [Member]
General Description of Registrant [Abstract]
Risk [Text Block]	Market Discount Risk Shares of closed-end management investment companies such as the Fund frequently trade at a discount from their NAV. The shares were designed primarily for long-term investors, and investors in shares should not view the Fund as a vehicle for trading purposes. This risk is separate and distinct from the risk that the Fund’s NAV may decline.
Common Stock Risk [Member]
General Description of Registrant [Abstract]
Risk [Text Block]	Common Stock Risk The Fund is not limited in the percentage of its assets that may be invested in common stocks and other equity securities, and therefore a risk of investing in the Fund is equity risk. Equity risk is the risk that the market value of securities held by the Fund will fall due to general market or economic conditions, perceptions regarding the industries in which the issuers of securities held by the Fund participate, and the particular circumstances and performance of particular companies whose securities the Fund holds. For example: an adverse event, such as an unfavorable earnings report, may depress the value of equity securities of an issuer held by the Fund; the price of common stock of an issuer may be particularly sensitive to general movements in the stock market; or a drop in the stock market may depress the price of most or all of the common stocks and other equity securities held by the Fund. In addition, common stock of an issuer in the Fund’s portfolio may decline in price if the issuer fails to make anticipated dividend payments because, among other reasons, the issuer of the security experiences a decline in its financial condition. Common equity securities in which the Fund will invest are structurally subordinated to preferred stocks, bonds and other debt instruments in a company’s capital structure, in terms of priority to corporate income, and therefore will be subject to greater payment risk than preferred stocks or debt instruments of such issuers. In addition, while broad market measures of common stocks have historically generated higher average returns than fixed income securities, common stocks have also experienced significantly more volatility in those returns.
Management Risk [Member]
General Description of Registrant [Abstract]
Risk [Text Block]	Management Risk The Fund is subject to management risk because it is an actively managed investment portfolio. AAI and the Portfolio Managers will apply investment techniques and risk analyses in selecting Portfolio Managers and making investment decisions for the Fund, respectively, but there can be no guarantee that these will produce the desired results.
Growth Stock Risk [Member]
General Description of Registrant [Abstract]
Risk [Text Block]	Growth Stock Risk The Fund’s net assets are allocated to Portfolio Managers that utilize a “growth” approach to investing. Over time, depending on market conditions, this allocation may increase or decrease. Growth stocks are stocks of companies believed to have above-average potential for growth in revenue and earnings. Prices of growth stocks may be more sensitive to changes in current or expected earnings than the prices of other stocks. In certain market conditions, growth stocks may not perform as well as the stock market in general.
Small and Mid-Cap Stock Risk [Member]
General Description of Registrant [Abstract]
Risk [Text Block]	Small and Mid-Cap Stock Risk The Fund may invest in companies of any market capitalization. The Fund considers small companies to be those with a market capitalization up to $5 billion and medium-sized companies to be those with a market capitalization between $5 billion and $30 billion. Smaller and medium-sized company stocks may be more volatile than, and perform differently from, larger company stocks.
Foreign Securities Risk [Member]
General Description of Registrant [Abstract]
Risk [Text Block]	Foreign Securities Risk Investments in foreign securities involve risks in addition to those of investments in U.S. issuers. These risks include political and economic risks, currency fluctuations, higher transaction costs, less liquidity and greater volatility, delayed settlement, confiscatory taxation, withholding of taxes and less stringent investor protection and disclosure of standards in some foreign markets. These risks can make investments in foreign issuers more volatile and potentially less liquid than investments in U.S. issuers.
Tax Risk [Member]
General Description of Registrant [Abstract]
Risk [Text Block]	Tax Risk The Fund may invest in preferred securities, convertible securities or other securities the federal income tax treatment of the income from which may not be clear or may be subject to recharacterization by the IRS. The tax treatment of distributions the Fund reports as “qualified dividend income” may be affected by IRS interpretations of the Code and future changes in the Code and the Treasury regulations. There can be no assurance as to what portion, if any, of the Fund’s distributions will constitute qualified dividend income.
Inflation Risk [Member]
General Description of Registrant [Abstract]
Risk [Text Block]	Inflation Risk Inflation risk is the risk that the value of assets or income from investment will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Fund’s shares and distributions can decline.
Deflation Risk [Member]
General Description of Registrant [Abstract]
Risk [Text Block]	Deflation Risk Deflation risk is the risk that prices throughout the economy decline over time, which may have an adverse effect on the market valuation of companies, their assets and revenues. In addition, deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of the Fund’s portfolio.
Market Disruption and Geopolitical Risk [Member]
General Description of Registrant [Abstract]
Risk [Text Block]	Market Disruption and Geopolitical Risk Certain events have a disruptive effect on the securities markets, such as health emergencies, cyber-attacks, terrorist attacks, war and other geopolitical events. The Fund cannot predict the effects of these events on the U.S. economy, the stock market and world economies and markets generally.
Legislation and Regulatory Risk [Member]
General Description of Registrant [Abstract]
Risk [Text Block]	Legislation and Regulatory Risk At any time after the date of this annual report, legislation or additional regulations may be enacted that could negatively affect the assets of the Fund or the issuers of such assets. Changing approaches to regulation may have a negative impact on the entities and/or securities in which the Fund invests. Legislation or regulation may also change the way in which the Fund itself is regulated.

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