ASG.NYSELiberty All Star Growth Fund INC

DEF: Liberty All-Star Funds Announce 2025 Annual Meeting for Board Elections and Governance Oversight

Sentiment:

Proxy Statement 16 June 2025 3:56 PM

📋All filings for Liberty All Star Growth Fund INC

Liberty All-Star Equity Fund and Liberty All-Star Growth Fund will hold their joint annual meeting on August 19, 2025, to elect trustees and directors, with the boards unanimously recommending the proposed nominees.

Summary

The Liberty All-Star Equity Fund and Liberty All-Star Growth Fund will hold their 2025 Joint Annual Meeting of Shareholders on August 19, 2025, at 9:00 a.m. Eastern Time in Boston, Massachusetts.
The primary purposes of the meeting are to elect two Trustees for the Equity Fund (Proposal 1) and two Directors for the Growth Fund (Proposal 2), each for a three-year term.
The Boards of Trustees/Directors unanimously recommend that shareholders vote FOR Proposals 1 and 2.
The record date for determining shareholders entitled to vote at the meeting is June 6, 2025.
Nominees for the Equity Fund are John J. Neuhauser (Trustee since 1998, tenure to end 2028) and Milton M. Irvin (Trustee since 2018, tenure to end 2028).
Nominees for the Growth Fund are Edmund J. Burke (Director since 2006, tenure to end 2028) and Jennifer E. Hoopes (Director since 2025, tenure to end 2028).
All current Trustees/Directors are independent, exceeding the 1940 Act requirement of at least 40% and meeting the majority requirement for certain exemptive rules.
Thomas W. Brock, an Independent Trustee/Director, serves as Chairman of both Boards.
The Boards oversee risk management, including investment performance, credit, liquidity, valuation, compliance, and operational risks, with ALPS Advisors, Inc. (AAI) responsible for day-to-day risk management.
For the fiscal year ended December 31, 2024, Cohen & Company, Ltd. charged the Equity Fund $18,000 in Audit Fees and $3,500 in Tax Fees, and the Growth Fund $16,500 in Audit Fees and $3,500 in Tax Fees.
As of December 31, 2024, each Trustee, Director, and Executive Officer, and all as a group, owned less than 1% of the outstanding shares of each Fund.
As of the June 6, 2025 Record Date, the Equity Fund had 294,774,236 outstanding shares and the Growth Fund had 61,958,696 outstanding shares.
Significant shareholders of the Growth Fund as of June 6, 2025, include First Trust Portfolios L.P., First Trust Advisors L.P., and The Charger Corporation (jointly owning 6,955,768 shares or 11.39%) and Karpus Investment Management (owning 3,374,870 shares or 5.57%).

Sentiment

Score: 7

Explanation: The document is a routine proxy statement focused on corporate governance, board elections, and compliance. It presents a stable and well-structured governance framework with independent board members and clear oversight responsibilities. There are no negative financial or operational disclosures, and the board unanimously recommends the proposed elections, indicating stability. The only minor point of uncertainty is the legal challenge to the Maryland Control Share Acquisition Act, but it's presented as a factual update rather than an immediate crisis.

Positives

The Boards of Trustees/Directors unanimously recommend voting for the proposed trustee/director elections, indicating stability and confidence in the nominees.
All current Trustees/Directors are independent, exceeding the 1940 Act requirement of 40% and meeting the majority requirement for certain exemptive rules, which enhances independent oversight.
The Boards have a structured and comprehensive risk oversight process, including regular reports from management and compliance officers, addressing various types of risks.
The Audit Committees are comprised solely of independent members and have a designated financial expert (Maureen K. Usifer), ensuring robust financial oversight.
The Nominating and Governance Committee operates under a formal charter, outlining a clear process for identifying and recommending qualified board members and evaluating board effectiveness, including considering shareholder-recommended candidates.

Risks

Investment performance and investment risk.
Credit risk.
Liquidity risk.
Valuation risk.
Compliance risk.
Operational risk.
Uncertainty regarding the applicability of the Maryland Business Control Share Acquisition Act due to a January 2023 Massachusetts Superior Court decision that held a by-laws provision limiting shareholder voting in excess of a specified amount is not permissible under the 1940 Act.

Future Outlook

The document primarily focuses on corporate governance and the upcoming annual meeting for board elections. It does not provide specific forward-looking financial guidance or strategic outlook beyond the election process and ongoing oversight of the Funds' operations and compliance.

Management Comments

"YOUR VOTE AT THIS YEARS ANNUAL MEETING IS EXTREMELY IMPORTANT." (Boards of Trustees/Directors)
"The Funds Boards of Trustees/Directors unanimously recommend that you vote FOR Proposals 1 and 2." (Boards of Trustees/Directors)
"YOUR VOTE AT THIS YEARS ANNUAL MEETING IS VERY IMPORTANT PLEASE VOTE, SIGN, DATE AND RETURN YOUR PROXY CARD PROMPTLY." (Funds)
"We urge you, whether or not you expect to attend the 2025 Annual Meeting in person, to vote your shares. Your vote is important no matter how many shares you own." (Funds)
"Voting your shares early will avoid costly follow-up mail and telephone solicitations." (Funds)
"The Boards know of no other business to be brought before the 2025 Annual Meeting." (Boards)

Industry Context

This document is a standard proxy statement for closed-end investment funds, detailing corporate governance practices, board elections, and compliance with regulatory frameworks like the 1940 Act and NYSE listing standards. The multi-manager fund structure, involving an investment advisor (AAI) and multiple sub-advisers (Portfolio Managers), is a common operational model within the investment fund industry. The emphasis on independent board members and robust audit functions reflects industry best practices for investor protection and transparency.

Comparison to Industry Standards

The Funds' Boards exceed the 1940 Act requirement of at least 40% independent trustees/directors, as all current trustees/directors are independent. This demonstrates a strong commitment to independent oversight compared to minimum regulatory standards.
The Boards' leadership structure, including a non-affiliated Chairman and independent Audit and Nominating/Governance Committees, aligns with best practices for corporate governance in the investment fund industry, aiming to mitigate potential conflicts of interest with the investment advisor (AAI).
The detailed disclosure of auditor fees and the pre-approval policy for audit and non-audit services are standard practices for SEC-regulated entities, ensuring transparency and auditor independence.
The mention of a Massachusetts Superior Court decision impacting the Maryland Control Share Acquisition Act highlights a specific legal challenge relevant to closed-end funds, indicating a dynamic regulatory environment that funds must navigate, which is a common challenge across the industry.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Trustee/Director	N/A	Jennifer E. Hoopes	February 15, 2025	Appointment to the Boards of Trustees/Directors.
Assistant Treasurer	N/A	Gina Meyer	2024	Appointment to the role.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Composition	All Trustees/Directors are currently Independent Trustees/Directors, exceeding the 1940 Act requirement of at least 40% and meeting the majority requirement for certain exemptive rules.	N/A	Enhances independent oversight and reduces potential conflicts of interest with the investment advisor.
Audit Committee Charter Review	The Audit Committee Charter was reviewed and approved on February 20, 2025.	February 20, 2025	Ensures the committee's structure, duties, and powers remain current and effective for financial oversight.
Nominating and Governance Committee Charter Review	The Nominating and Governance Committee Charter was most recently reviewed and approved on December 5, 2024.	December 5, 2024	Maintains a formal process for identifying and recommending qualified board members and evaluating board effectiveness.
Board Leadership Structure	Thomas W. Brock, an Independent Trustee/Director, serves as Chairman of each Board, providing liaison with other Trustees/Directors, officers, and counsel.	N/A	Believed to be appropriate for the Funds' asset size and operations, and the Chairman's independence from AAI helps manage potential conflicts of interest.
Risk Oversight Framework	The Boards oversee risk management directly and through Audit Committees and Independent Trustees/Directors, with AAI responsible for day-to-day risk management. Regular reports are received from officers and service providers.	N/A	Provides a structured approach to identifying and mitigating various risks, including investment, credit, liquidity, valuation, compliance, and operational risks.

Legal Proceedings

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 1940 Act. 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.

Related Party Transactions

ALPS Advisors, Inc. (AAI) serves as the Funds' investment adviser.
ALPS Fund Services, Inc., an affiliate of AAI, provides administrative services to the Funds.
Several officers of the Funds (Mark T. Haley, Robert Milas, Erich Rettinger, Matthew Sutula, Sareena Khwaja-Dixon, Gina Meyer) are deemed affiliates of the Funds as defined under the 1940 Act.
No Trustee/Director purchased or sold securities exceeding 1% of the outstanding securities of AAI or any Portfolio Manager or their parents/subsidiaries since the beginning of the most recently completed fiscal year.
As of December 31, 2024, no Independent Trustee/Director or any of their immediate family members owned beneficially or of record any class of securities of another investment adviser or Portfolio Manager of either of the Funds or any person controlling, controlled by or under common control with any such entity.

Stakeholder Impact

**Shareholders**: Directly impacted by the election of Trustees/Directors, who are responsible for overseeing the Funds' management and operations. Their voting rights are crucial for corporate governance, and the document emphasizes the importance of their participation. The legal uncertainty regarding the Maryland Control Share Acquisition Act could potentially impact the voting power of large shareholders.
**Management/Officers**: Their roles and responsibilities are outlined, and their continued service is subject to Board election and oversight.
**Trustees/Directors**: Their election is the primary purpose of the meeting. Their compensation, share ownership, and qualifications are disclosed, highlighting their governance responsibilities.
**Investment Advisor (ALPS Advisors, Inc.)**: The Board oversees AAI's investment management and day-to-day operations, ensuring alignment with fund objectives and policies.
**Portfolio Managers**: Their selection and oversight are part of AAI's responsibilities under Board direction, impacting the investment strategies and performance of the Funds.
**Auditors (Cohen & Company, Ltd.)**: Their engagement and fees are subject to Audit Committee oversight, which is critical for ensuring the integrity of the Funds' financial statements and compliance.

Next Steps

Shareholders are to vote on the election of two Trustees for the Equity Fund (Proposal 1) and two Directors for the Growth Fund (Proposal 2) at the 2025 Annual Meeting.
The 2025 Joint Annual Meeting of Shareholders will be held on August 19, 2025.
Shareholders are urged to vote their shares promptly via mail, telephone, or internet to ensure their vote is counted and to avoid costly follow-up solicitations.
Proxies without specific instructions will be voted FOR the election of the named Trustee/Directors.
Shareholders may submit proposals for the 2026 annual meeting by specified deadlines: by February 27, 2026, for Rule 14a-8 proposals, and within a 120-150 day window prior to the first anniversary of the preceding year's notice for By-Laws proposals.

Key Dates

Date	Description
1998	John J. Neuhauser became Trustee of Equity Fund and Director of Growth Fund.
2004	Edmund J. Burke became Trustee of Clough Global Dividend and Income Fund.
2005	Thomas W. Brock became Trustee of Equity Fund and Director of Growth Fund.
2006	Edmund J. Burke became Trustee of Equity Fund and Director of Growth Fund; Edmund J. Burke became Trustee of Clough Global Equity Fund and Clough Global Opportunities Fund.
2007	Jennifer E. Hoopes joined Foreside Financial Group, LLC.
2009	Edmund J. Burke became Trustee of Financial Investors Trust; Milton M. Irvin became Graduate Executive Board Member of Wharton School.
2012	Milton M. Irvin retired; Maureen K. Usifer became Chief Financial Officer of Seventh Generation, Inc.; Thomas W. Brock became Director of Silver Bay Realty.
2013	Erich Rettinger became Vice President and Fund Controller of ALPS Fund Services, Inc.
2015	Thomas W. Brock became Chairman of both Boards; Milton M. Irvin became Board Member of South Carolina State University; Sareena Khwaja-Dixon became Senior Counsel and Vice President of ALPS; Maureen K. Usifer became Board of Trustees of Saint Michaels College.
2016	Matthew Sutula became Chief Compliance Officer of ALPS Advisors, Inc.; Thomas W. Brock became Chief Executive Officer and Acting Chief Executive Officer of Silver Bay Realty; Thomas W. Brock became Trustee of 1290 Funds; Sareena Khwaja-Dixon became Secretary of the Funds.
2017	Maureen K. Usifer became Board Member of Green Mountain Care Board; Edmund J. Burke became Trustee of ALPS ETF Trust; Maureen K. Usifer became Board Advisor of Healthy Living Market.
2018	Milton M. Irvin became Trustee of Equity Fund and Director of Growth Fund; Maureen K. Usifer became Trustee of Equity Fund and Director of Growth Fund; Robert Milas became Chief Investment Officer of Alpha Pension Group.
2019	Edmund J. Burke retired from ALPS Companies; Matthew Sutula became Chief Compliance Officer of the Funds.
2020	Edmund J. Burke became Partner at ETF Action and Director of Alliance Bioenergy Plus, Inc.; Sareena Khwaja-Dixon became Principal Legal Counsel and Vice President of ALPS.
2021	Jennifer E. Hoopes became General Counsel at Alumni Ventures; Erich Rettinger became Vice President of ALPS Advisors, Inc.; Gina Meyer became Client Engagement Manager at Standish Management; Maureen K. Usifer became Director of PC Construction.
2022	Jennifer E. Hoopes founded Arche Consulting, LLC and became General Counsel at FarmTogether; Robert Milas became Vice President of the Liberty All-Star Funds and Director of Research at ALPS Advisors, Inc.; Mark T. Haley became Senior Vice President of ALPS Advisors, Inc.; Gina Meyer became Sr. Relationship Manager at Northern Trust; Maureen K. Usifer became Trustee of BlackRock Private Credit Fund.
2023	Mark T. Haley became President of the Liberty All-Star Funds; Gina Meyer became Vice President of ALPS Advisors, Inc.
2024	Jennifer E. Hoopes became Chief Legal Officer at Surus, Inc.; Sareena Khwaja-Dixon became Managing Counsel of ALPS Fund Services, Inc.; Gina Meyer became Assistant Treasurer; Maureen K. Usifer became Director of Charlottes Web, BlackRock TCP Capital Corp, and BlackRock Direct Lending Corp; Jennifer E. Hoopes became Trustee of Oak Associates Funds.
December 5, 2024	The Nominating and Governance Committee Charter was most recently reviewed and approved.
December 31, 2024	Fiscal year end for the Funds; Date for share ownership and compensation data.
February 15, 2025	Jennifer E. Hoopes was appointed to the Boards.
February 20, 2025	The Audit Committee met with management and the independent accountant to review audited financial statements for the fiscal year ended December 31, 2024.
February 21, 2025	Deadline for shareholder proposals to be considered for inclusion in the Funds' 2025 proxy statement.
June 6, 2025	Record date for shareholders entitled to notice of, and to vote at, the 2025 Annual Meeting.
June 16, 2025	Date of Important Notice Regarding Availability of Proxy Materials.
June 24, 2025	Approximate mailing date of the Notice of Joint Annual Meeting of Shareholders, Proxy Statement, and accompanying proxy card.
August 19, 2025	Date of the 2025 Joint Annual Meeting of Shareholders.
February 27, 2026	Deadline for shareholder proposals for the 2026 annual meeting under Rule 14a-8.

Recommendation

hold

Keywords

Proxy Statement, Corporate Governance, Board Election, Investment Fund, Liberty All-Star Growth Fund, Liberty All-Star Equity Fund, Shareholder Meeting, Trustee, Director, Audit Committee, Risk Management, Financial Reporting, SEC Filing

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