SCHEDULE 13D
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
6/18/2010
1. NAME OF REPORTING PERSON
Bulldog Investors, Brooklyn Capital Management LLC., Phillip Goldstein
and Andrew Dakos
2. CHECK THE BOX IF MEMBER OF A GROUP a[X]
b[]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e) []
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________
7. SOLE VOTING POWER
3,687,549
8. SHARED VOTING POWER
139,200
9. SOLE DISPOSITIVE POWER
3,826,749
_______________________________________________________
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
3,826,749
12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES
[]
___________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY ROW 11
12.72%
14. TYPE OF REPORTING PERSON
IA
_______________________________________________________
Item 1. SECURITY AND ISSUER
This statement constitutes Amendment #4 to the schedule 13d
filed February 19, 2010. Except as specifically set forth
herein, the Schedule 13d remains unmodified.
Item 4. PURPOSE OF TRANSACTION
See letter sent to the Board of Directors 6/18/10 under exhibit 1.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As per the Form N-Q filed on November 23,2009 there were 30,080,350 shares
of common stock outstanding as of 09/30/09 The percentage set forth in item 5
was derived using such number. Bulldog Investors, Brooklyn Capital Management
LLC., Phillip Goldstein and Andrew Dakos beneficially own an aggregate
of 3,826,749 shares of ASG or 12.72% of the outstanding shares.Power to
dispose of and vote securities resides either with Mr. Goldstein, Mr. Dakos
or with clients.
c) Since the last filing on 05/13/10 no shares of ASG were bought or sold.
d) Beneficiaries of managed accounts are entitled to receive any
dividends or sales proceeds.
e) NA
ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1.
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: 06/21/2010
By: /s/ Phillip Goldstein
Name: Phillip Goldstein
By: /S/ Andrew Dakos
Name: Andrew Dakos
Exhibit 1:
Bulldog Investors General Partnership
Park 80 West, 250 Pehle Avenue, Suite 708
Saddle Brook, NJ 07663
(914) 747-5262 // pgoldstein@bulldoginvestors.com
June 18, 2010
The Board of Directors
Liberty All-Star Growth Fund, Inc.
c/o Stephanie Barres, Secretary
1290 Broadway, Suite 1100
Denver, CO 80203
Dear Ms. Barres:
Please direct this letter to the board of trustees of Liberty All-Star Growth
Fund, Inc. (the "Fund").
On November 12, 2009, Andrew J. Donohue, Director, Division of Investment
Management of the Securities and Exchange Commission spoke at the Independent
Directors Council Investment Company Directors Conference about various
entrenchment mechanisms used by closed-end funds. Here is what he said about
"control share" statutes:
[T]he use of a state law control share statute to restrict the ability of a
shareholder to vote "control shares" in a closed-end fund is likely
inconsistent with Section 18(i) of the Act. Under Section 18(i), subject to
certain exceptions, every share of stock issued by a fund shall be a voting
stock and have equal voting rights with every other outstanding voting stock.
In my view, a provision which denies a shareholder deemed to possess
"control shares" the right to vote those shares constitutes a denial of equal
voting rights and may violate the fundamental requirement that every share of
fund stock be voting stock. (Footnote omitted.)
We urge each of the Fund's trustees to read Mr. Donohue's speech which is
available at http://www.sec.gov/news/speech/2009/spch111209ajd.htm. Moreover,
according to a May 12, 2010 memorandum (at http://www.venable.com/files/
Publication/91eee1ed-761a-4524-9f34-c5a878dd1d94/Presentation/
PublicationAttachment/6569809c-2c82-4021-835d-cab429e637e4/
Clients_and_Friends_Memo--Protecting_Closed-End_Funds_5-11.pdf),
co-authored by Jim Hanks of Venable LLP, who represents many closed- end funds,
the Division of Investment Management at the SEC has asserted takes the
position in comment letters and elsewhere that the Maryland Control Share
Statute is inconsistent with Section 18(i).
Please advise us no later than July 2, 2010 whether the board intends to
enforce the use of Maryland's control share statute to preclude the holders
so-called "control shares" from voting their shares for the election of
trustees of the Fund. If we do not hear from you by that date, we will
assume the answer is "Yes" and consider whether further action is warranted
to preserve the franchise rights of all of the Fund's stockholders.
Thank you.
Very truly yours,
Phillip Goldstein
Principal