SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549SCHEDULE 14AProxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _____)
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Check the appropriate box: [ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Defininitive Additional Materials
[ ] Soliciting Material Pursuant to ยง 240.14a-12
(Name of Registrant as Specified In Its Charter)
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- 1) Title of Each class of securities to which transaction applies:
- 2) Aggregate number of securities to which transaction applies:
- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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KARPUS MANAGEMENT, INC., D/B/A KARPUS INVESTMENT MANAGEMENT
SHAREHOLDERS OF
LIBERTY ALL-STAR GROWTH FUND, INC. ("Growth Fund")IN OPPOSITION TO THE SOLICITATION BY THE BOARD OF DIRECTORS/TRUSTEES
AT THE SPECIAL MEETING OF SHAREHOLDERS
(To be held on September 30, 2011)Fellow shareholders:Karpus Management, Inc., d/b/a Karpus Investment Management ("Karpus"), shareholders of Liberty All Star-Growth Fund, Inc. ("Growth Fund" or "ASG") and Liberty All-Star Equity Fund ("Equity Fund" or "USA") (each a "Fund" and collectively, the "Funds"), are sending this proxy statement and the enclosed GREEN proxy card to common shareholders of record as of July 19, 2011 (the "Record Date") of the Funds. We are soliciting a proxy to vote your shares at the Special Meeting of Shareholders of the Funds scheduled for September 30, 2011 at 1290 Broadway, Suite 1100, Denver, Colorado at 10:00 a.m. MT, including any adjournments or postponements thereof and any meeting which may be called in lieu thereof (the "Meeting"). This proxy statement and the enclosed GREEN proxy card are first being sent to common shareholders of the Fund on or about August [ ], 2011.
and AAI to become effective upon the ClosingAs stated above, ALPS Holdings - the parent company of AAI, the manager for USA and ASG - announced it had signed an agreement to be acquired by DST. Upon the closing of the Transaction, each Fund's existing Fund Management Agreement and Portfolio Management Agreements will terminate as required under applicable law. We are soliciting this proxy for your vote AGAINST approving a new Fund Management Agreement between the Fund and AAI to become effective upon the closing.We feel that before the Transaction is approved by shareholders, shareholders who do not agree with the Transaction should be afforded the ability to exit their investment at net asset value. The Funds' should not be allowed to consummate the transaction without affording dissenting shareholders the full value of their investment. Similar to management's interest in seeking full value for this Transaction, shareholders should also be afforded this same opportunity prior to approval of the Transaction.Please refer to the Funds' proxy soliciting material for additional information concerning the proposed terms of the Fund Management Agreement.Please note: Due to the complexities of corporation law, under certain circumstances voting your shares could help create a quorum which could allow management's Proposals to be approved even if you voted your shares AGAINST management's Proposals. If Karpus believes that voting the proxies it receives would cause there to be a quorum and that the management Proposals would thereby be approved, we may not attend the Meeting and may withhold all proxies in order to attempt to defeat management's Proposals.If voting your proxies would, in Karpus' opinion, cause there to be a quorum and to cause the Proposals to be approved, then unless Karpus determines that the Board or Trustees has agreed to afford shareholders net asset value for their shares, Karpus may not attend the Meeting, may not vote the undersigned's shares proxy, and the shares may not be counted toward a quorum. If you do not believe the foregoing condition is reasonably specified, or you unconditionally want your shares to be represented at the Meeting, you should not give us your proxy.Required VoteApproval of each New Fund Management Agreement requires the affirmative vote of a "majority of the outstanding voting securities" of each Fund, which, under the 1940 Act, means the affirmative vote of the lesser of (a) 67% or more of the shares of the Fund present at the Meeting or represented by proxy if the holders of more than 50% of the outstanding shares are present or represented by proxy, or (b) more than 50% of the outstanding shares.
current Portfolio Managers listed below to become effective upon the Closing:Equity Fund Portfolio Managers
- 2a: Cornerstone Capital Management, Inc.
2b: Matrix Asset Advisers, Inc.
2c: Pzena Investment Management, LLC
2d: Schneider Capital Management Corporation
2e: TCW Investment Management Company
- 2a: TCW Investment Management Company
2b: M.S. Weatherbie & Co., Inc.
PARTICIPANTS IN THE SOLICITATION
- Karpus Management, Inc., d/b/a Karpus Investment Management
William Dostman, III, Senior Domestic Equity Analyst/Portfolio Manager, or
Brett D. Gardner, Senior Corporate Governance Analyst/Portfolio Manager
183 Sully's Trail
Pittsford, New York 14534
Phone: (585) 586-4680
Fax: (585) 586-4315
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
If voting your proxies would, in Karpus' opinion, cause there to be a quorum and to cause the Proposals to be approved, then unless Karpus determines that the Board or Trustees has agreed to afford shareholders net asset value for their shares, Karpus may not attend the Meeting, may not vote the undersigned's shares proxy, and the shares may not be counted toward a quorum. If you do not believe the foregoing condition is reasonably specified, or you unconditionally want your shares to be represented at the Meeting, you should not give us your proxy.AS YOUR FELLOW SHAREHOLDER, KARPUS RECOMMENDS THAT YOU VOTE AGAINST ITEMS 1, 2A AND 2B, BELOW1. To approve a new Fund Management Agreement between ASG and ALPS Advisors, Inc. to become effective upon the Closing.
FOR AGAINST ABSTAIN [ ] [ ] [ ]2. To approve new Portfolio Management Agreements for ASG with ALPS Advisors, Inc. and each of ASG's current Portfolio Managers listed below to become effective upon the Closing:
- 2a. TCW Investment Management Company
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
2b. M.S. Weatherbie & Co., Inc.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
[ ] Signature of Stockholder: Signature of Stockholder: Date: Date:Note: Please sign exactly as your name or names appear on this Proxy and return promptly using the enclosed envelope. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.