UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-04537

LIBERTY ALL-STAR GROWTH FUND, INC.
(Exact name of registrant as specified in charter)

1290 Broadway, Suite 1100, Denver, Colorado 80203
(Address of principal executive offices) (Zip code)

Alex J. Marks
ALPS Fund Services, Inc.
1290 Broadway, Suite 1100
Denver, Colorado 80203
(Name and address of agent for service)

Registrant’s telephone number, including area code: (303) 623-2577

Date of fiscal year end: December 31

Date of reporting period: January 1, 2016 – March 31, 2016


Item 1 – Schedule of Investments.
 
Liberty All-Star® Growth Fund
Schedule of Investments
As of March 31, 2016 (unaudited)
 
   
SHARES
   
MARKET VALUE
 
COMMON STOCKS (98.26%)
           
CONSUMER DISCRETIONARY (19.08%)
 
Auto Components (0.45%)
 
Gentherm, Inc.(a)
   
12,798
   
$
532,269
 
                 
Diversified Consumer Services (1.19%)
 
2U, Inc.(a)(b)
   
22,243
     
502,692
 
Nord Anglia Education, Inc.(a)(b)
   
42,715
     
892,316
 
             
1,395,008
 
Hotels, Restaurants & Leisure (3.79%)
 
Chipotle Mexican Grill, Inc.(a)
   
2,428
     
1,143,515
 
Chuy's Holdings, Inc.(a)
   
17,797
     
552,953
 
The Habit Restaurants, Inc., Class A(a)(b)
   
31,855
     
593,459
 
Planet Fitness, Inc., Class A(a)(b)
   
13,986
     
227,132
 
Starbucks Corp.
   
12,880
     
768,936
 
Wynn Resorts Ltd.(b)
   
12,400
     
1,158,532
 
             
4,444,527
 
Household Durables (1.22%)
 
Harman International Industries, Inc.
   
16,050
     
1,429,092
 
                 
Internet & Catalog Retail (4.81%)
 
Amazon.com, Inc.(a)
   
2,542
     
1,509,033
 
The Priceline Group, Inc.(a)
   
1,214
     
1,564,798
 
TripAdvisor, Inc.(a)
   
11,500
     
764,750
 
Wayfair, Inc., Class A(a)(b)
   
41,542
     
1,795,445
 
             
5,634,026
 
Multiline Retail (0.22%)
 
Ollie's Bargain Outlet Holdings, Inc.(a)
   
11,135
     
260,893
 
                 
Specialty Retail (3.74%)
 
CarMax, Inc.(a)
   
15,000
     
766,500
 
Dick's Sporting Goods, Inc.
   
28,450
     
1,330,038
 
Francesca's Holdings Corp.(a)
   
34,115
     
653,643
 
Lowe's Cos., Inc.
   
21,540
     
1,631,655
 
             
4,381,836
 
Textiles, Apparel & Luxury Goods (3.66%)
 
Kate Spade & Co.(a)
   
15,800
     
403,216
 
NIKE, Inc., Class B
   
26,170
     
1,608,670
 
Skechers U.S.A., Inc., Class A(a)
   
38,650
     
1,176,892
 
Under Armour, Inc., Class A(a)
   
13,000
     
1,102,790
 
             
4,291,568
 
CONSUMER STAPLES (9.05%)
 
Beverages (2.14%)
 
The Boston Beer Co., Inc., Class A(a)(b)
   
5,550
     
1,027,138
 


   
SHARES
   
MARKET VALUE
 
COMMON STOCKS (continued)
           
Beverages (continued)
 
Constellation Brands, Inc., Class A
   
5,000
   
$
755,450
 
Monster Beverage Corp.(a)
   
5,450
     
726,921
 
             
2,509,509
 
Food & Staples Retailing (2.66%)
 
PriceSmart, Inc.
   
7,304
     
617,772
 
United Natural Foods, Inc.(a)
   
29,650
     
1,194,895
 
Whole Foods Market, Inc.
   
41,990
     
1,306,309
 
             
3,118,976
 
Food Products (3.02%)
 
Blue Buffalo Pet Products, Inc.(a)(b)
   
16,400
     
420,824
 
The Hain Celestial Group, Inc.(a)
   
38,300
     
1,566,853
 
Mondelez International, Inc., Class A
   
38,816
     
1,557,298
 
             
3,544,975
 
Household Products (1.23%)
 
Colgate-Palmolive Co.
   
20,390
     
1,440,554
 
                 
ENERGY (2.69%)
 
Energy Equipment & Services (2.69%)
 
Core Laboratories NV(b)
   
10,994
     
1,235,835
 
Dril-Quip, Inc.(a)
   
1,237
     
74,913
 
Geospace Technologies Corp.(a)(b)
   
6,034
     
74,460
 
Natural Gas Services Group, Inc.(a)
   
20,819
     
450,315
 
Schlumberger Ltd.
   
17,920
     
1,321,600
 
             
3,157,123
 
FINANCIALS (11.69%)
 
Banks (0.20%)
 
Independent Bank Group, Inc.
   
7,237
     
198,294
 
Peapack Gladstone Financial Corp.
   
1,968
     
33,259
 
             
231,553
 
Capital Markets (2.62%)
 
Evercore Partners, Inc., Class A
   
6,483
     
335,495
 
Financial Engines, Inc.(b)
   
4,924
     
154,761
 
State Street Corp.
   
23,789
     
1,392,132
 
Virtus Investment Partners, Inc.
   
5,898
     
460,693
 
WisdomTree Investments, Inc.(b)
   
63,550
     
726,377
 
             
3,069,458
 
Commercial Banks (1.50%)
 
Signature Bank(a)
   
12,931
     
1,760,168
 
                 
Consumer Finance (1.53%)
 
Visa, Inc., Class A
   
23,520
     
1,798,809
 


   
SHARES
   
MARKET VALUE
 
COMMON STOCKS (continued)
           
Diversified Financial Services (0.80%)
 
MarketAxess Holdings, Inc.
   
7,500
   
$
936,225
 
                 
Insurance (0.69%)
 
Greenlight Capital Re Ltd., Class A(a)
   
28,648
     
624,240
 
United Insurance Holdings Corp.
   
9,881
     
189,814
 
             
814,054
 
Real Estate Investment Trusts (1.41%)
 
Equinix, Inc.
   
5,001
     
1,653,881
 
                 
Real Estate Management & Development (1.39%)
 
FirstService Corp.
   
39,714
     
1,625,891
 
                 
Thrifts & Mortgage Finance (1.55%)
 
BofI Holding, Inc.(a)(b)
   
84,847
     
1,810,635
 
                 
HEALTH CARE (15.18%)
 
Biotechnology (4.91%)
 
ACADIA Pharmaceuticals, Inc.(a)(b)
   
36,699
     
1,026,104
 
Amgen, Inc.
   
9,410
     
1,410,841
 
BioMarin Pharmaceutical, Inc.(a)
   
6,950
     
573,236
 
Incyte Corp.(a)
   
5,200
     
376,844
 
Puma Biotechnology, Inc.(a)(b)
   
10,699
     
314,230
 
Regeneron Pharmaceuticals, Inc.(a)
   
2,870
     
1,034,463
 
Ultragenyx Pharmaceutical, Inc.(a)
   
16,013
     
1,013,783
 
             
5,749,501
 
Health Care Equipment & Supplies (2.20%)
 
Insulet Corp.(a)
   
28,108
     
932,061
 
Intuitive Surgical, Inc.(a)
   
1,350
     
811,418
 
West Pharmaceutical Services, Inc.
   
12,050
     
835,306
 
             
2,578,785
 
Health Care Providers & Services (2.28%)
 
Diplomat Pharmacy, Inc.(a)(b)
   
54,485
     
1,492,889
 
ExamWorks Group, Inc.(a)
   
38,815
     
1,147,371
 
U.S. Physical Therapy, Inc.
   
756
     
37,596
 
             
2,677,856
 
Health Care Technology (2.61%)
 
Athenahealth, Inc.(a)
   
7,633
     
1,059,308
 
Cerner Corp.(a)
   
36,903
     
1,954,383
 
Press Ganey Holdings, Inc.(a)
   
1,459
     
43,886
 
             
3,057,577
 
Life Sciences Tools & Services (1.49%)
 
Illumina, Inc.(a)
   
3,550
     
575,490
 


   
SHARES
   
MARKET VALUE
 
COMMON STOCKS (continued)
           
Life Sciences Tools & Services (continued)
 
INC Research Holdings, Inc., Class A(a)
   
28,450
   
$
1,172,425
 
             
1,747,915
 
Pharmaceuticals (1.69%)
 
Aerie Pharmaceuticals, Inc.(a)(b)
   
21,289
     
258,874
 
Horizon Pharma PLC(a)
   
43,000
     
712,510
 
Valeant Pharmaceuticals International, Inc.(a)
   
38,500
     
1,012,550
 
             
1,983,934
 
INDUSTRIALS (13.78%)
 
Aerospace & Defense (1.61%)
 
HEICO Corp.
   
31,338
     
1,884,355
 
                 
Air Freight & Logistics (0.34%)
 
XPO Logistics, Inc.(a)(b)
   
12,973
     
398,271
 
                 
Commercial Services & Supplies (2.00%)
 
The Advisory Board Co.(a)
   
15,167
     
489,136
 
Waste Connections, Inc.
   
28,631
     
1,849,276
 
             
2,338,412
 
Electrical Equipment (0.69%)
 
Rockwell Automation, Inc.
   
7,150
     
813,312
 
                 
Machinery (3.75%)
 
Graco, Inc.
   
9,350
     
785,026
 
Middleby Corp.(a)
   
23,384
     
2,496,710
 
Proto Labs, Inc.(a)(b)
   
4,311
     
332,335
 
Wabtec Corp.
   
9,800
     
777,042
 
             
4,391,113
 
Professional Services (3.72%)
 
IHS, Inc., Class A(a)
   
6,523
     
809,896
 
Paylocity Holding Corp.(a)
   
59,634
     
1,952,417
 
Stantec, Inc.
   
1,578
     
40,018
 
TriNet Group, Inc.(a)
   
2,214
     
31,771
 
WageWorks, Inc.(a)
   
30,211
     
1,528,979
 
             
4,363,081
 
Road & Rail (1.31%)
 
Kansas City Southern
   
11,199
     
956,954
 
Landstar System, Inc.
   
8,937
     
577,420
 
             
1,534,374
 
Trading Companies & Distribution (0.36%)
 
H&E Equipment Services, Inc.
   
24,378
     
427,346
 


   
SHARES
   
MARKET VALUE
 
COMMON STOCKS (continued)
           
INFORMATION TECHNOLOGY (24.00%)
 
Electronic Equipment & Instruments (0.46%)
 
IPG Photonics Corp.(a)
   
5,630
   
$
540,930
 
                 
Internet Software & Services (5.80%)
 
Alphabet, Inc., Class C(a)
   
1,858
     
1,384,117
 
Cornerstone OnDemand, Inc.(a)
   
33,700
     
1,104,349
 
Demandware, Inc.(a)(b)
   
21,500
     
840,650
 
Facebook, Inc., Class A(a)
   
8,530
     
973,273
 
GTT Communications, Inc.(a)
   
36,959
     
611,302
 
LinkedIn Corp., Class A(a)
   
8,660
     
990,271
 
SPS Commerce, Inc.(a)
   
8,524
     
366,020
 
Textura Corp.(a)
   
1,614
     
30,069
 
Twitter, Inc.(a)
   
29,800
     
493,190
 
             
6,793,241
 
IT Services (3.52%)
 
Automatic Data Processing, Inc.
   
16,205
     
1,453,751
 
EPAM Systems, Inc.(a)
   
16,659
     
1,243,927
 
FleetCor Technologies, Inc.(a)
   
9,577
     
1,424,579
 
             
4,122,257
 
Semiconductors & Semiconductor Equipment (2.22%)
 
ARM Holdings PLC(c)
   
41,839
     
1,827,946
 
M/A-COM Technology Solutions Holdings, Inc.(a)
   
17,708
     
775,433
 
             
2,603,379
 
Software (11.98%)
 
ANSYS, Inc.(a)
   
4,300
     
384,678
 
Fleetmatics Group PLC(a)
   
33,659
     
1,370,258
 
Globant SA(a)(b)
   
22,758
     
702,312
 
Imperva, Inc.(a)
   
8,150
     
411,575
 
Proofpoint, Inc.(a)
   
11,250
     
605,025
 
RealPage, Inc.(a)
   
41,929
     
873,800
 
Red Hat, Inc.(a)
   
22,889
     
1,705,460
 
Salesforce.com, Inc.(a)
   
16,512
     
1,219,081
 
SAP SE(b)(c)
   
9,590
     
771,228
 
ServiceNow, Inc.(a)
   
17,000
     
1,040,060
 
Splunk, Inc.(a)
   
22,667
     
1,109,096
 
Tableau Software, Inc., Class A(a)
   
16,600
     
761,442
 
The Ultimate Software Group, Inc.(a)
   
10,304
     
1,993,824
 
Workday, Inc., Class A(a)(b)
   
14,200
     
1,091,128
 
             
14,038,967
 
Technology Hardware Storage & Equipment (0.02%)
 
Stratasys Ltd.(a)(b)
   
1,105
     
28,642
 


 
SHARES
 
MARKET VALUE
 
COMMON STOCKS (continued)
       
MATERIALS (2.35%)
 
Chemicals (2.35%)
 
Ecolab, Inc.
   
14,488
   
$
1,615,702
 
Monsanto Co.
   
13,000
     
1,140,620
 
             
2,756,322
 
TELECOMMUNICATION SERVICES (0.44%)
 
Diversified Telecommunication (0.44%)
 
inContact, Inc.(a)
   
58,241
     
517,763
 
                 
TOTAL COMMON STOCKS
         
(COST OF $94,347,126)
     
115,188,363
 
                 
 
PAR VALUE/ SHARES
 
MARKET VALUE
 
SHORT TERM INVESTMENTS (14.49%)
               
REPURCHASE AGREEMENT (2.28%)
 
Repurchase agreement with State Street Bank & Trust Co., dated 3/31/16, due 04/01/16 at 0.01%, collateralized by United States Treasury Bond, 2.125%, 09/30/21, market value of $2,732,736 and par value of $2,630,000.  (Repurchase proceeds of $2,671,001).
               
(COST OF $2,671,000)
 
$
2,671,000
   
$
2,671,000
 
                 
INVESTMENTS PURCHASED WITH COLLATERAL FROM SECURITIES LOANED (12.21%)
               
State Street Navigator Securities Lending Prime Portfolio, 0.50%
               
(COST OF $14,306,948)
   
14,306,948
     
14,306,948
 
                 
TOTAL SHORT TERM INVESTMENTS
         
(COST OF $16,977,948)
     
16,977,948
 
                 
TOTAL INVESTMENTS (112.75%)
         
(COST OF $111,325,074)(d)
     
132,166,311
 
                 
LIABILITIES IN EXCESS OF OTHER ASSETS (-12.75%)
     
(14,944,584
)
                 
NET ASSETS (100.00%)
   
$
117,221,727
 
                 
NET ASSET VALUE PER SHARE
         
(25,776,493 SHARES OUTSTANDING)
   
$
4.55
 

(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 $14,010,745.
(c)
American Depositary Receipt.
(d)
Cost of investments for federal income tax purposes is $112,523,862.


Gross unrealized appreciation and depreciation at March 31, 2016 based on cost of investments for federal income tax purposes is as follows:
 
       
Gross unrealized appreciation
 
$
26,887,285
 
Gross unrealized depreciation
   
(7,244,836
)
Net unrealized appreciation
 
$
19,642,449
 
 
See Notes to Schedule of Investments

Liberty All-Star® Growth Fund
Notes to Schedule of Investments
As of March 31, 2016 (unaudited)

Security Valuation
Equity securities are valued at the last sale price at the close of the principal exchange on which they trade, except for securities listed on the NASDAQ Stock Market LLC (“NASDAQ”), which are valued at the NASDAQ official closing price. Unlisted securities or listed securities for which there were no sales during the day are valued at the closing bid price on such exchanges or over-the-counter markets.

Cash collateral from securities lending activity is reinvested in the State Street Navigator Securities Lending Prime Portfolio, a registered investment company under the Investment Company Act of 1940 (the “1940 Act”), which operates as a money market fund in compliance with Rule 2a-7 under the 1940 Act. Shares of registered investment companies are valued daily at that investment company’s net asset value per share. Repurchase agreements are valued at cost, which approximates fair value.

The Fund’s investments are valued at market value or, in the absence of market value with respect to any portfolio securities, at fair value according to procedures adopted by the Fund's Board of Directors (the "Board"). When market quotations are not readily available, or in management’s judgment they do not accurately reflect fair value of a security, or an event occurs after the market close but before the Fund is priced that materially affects the value of a security, the security will be valued by the Advisor, ALPS Advisors, Inc. (the “Advisor”), using fair valuation procedures established by the Board. Examples of potentially significant events that could materially impact a Fund’s net asset value include, but are not limited to: single issuer events such as corporate actions, reorganizations, mergers, spin-offs, liquidations, acquisitions and buyouts; corporate announcements on earnings or product offerings; regulatory news; and litigation and multiple issuer events such as governmental actions; natural disasters or armed conflicts that affect a country or a region; or significant market fluctuations. Potential significant events are monitored by the Advisor, Sub-Advisers and/or the Valuation Committee through independent reviews of market indicators, general news sources and communications from the Fund’s custodian. As of March 31, 2016, the Fund held no securities that were fair valued.

Security Transactions
Security transactions are recorded on trade date. Cost is determined and gains/(losses) are based upon the specific identification method for both financial statement and federal income tax purposes.

Income Recognition
Interest income is recorded on the accrual basis. Corporate actions and dividend income are recorded on the ex-date.

The Fund estimates components of distributions from real estate investment trusts (“REITs”). Distributions received in excess of income are recorded as a reduction of the cost of the related investments. Once the REIT reports annually the tax character of its distributions, the Fund revises its estimates. If the Fund no longer owns the applicable securities, any distributions received in excess of income are recorded as realized gains.

Repurchase Agreements
The Fund engages in repurchase agreement transactions with institutions that the Fund’s investment advisor has determined are creditworthy. The Fund, through its custodian, receives delivery of underlying securities collateralizing a repurchase agreement. Collateral is at least equal, at all times, to the value of the repurchase obligation, including interest. A repurchase agreement transaction involves certain risks in the event of default or insolvency of the counterparty. These risks include possible delays or restrictions upon a Fund’s ability to dispose of the underlying securities and a possible decline in the value of the underlying securities during the period while the Fund seeks to assert its rights.


Repurchase agreements are entered into by the Fund under a Master Repurchase Agreement (“MRA”) which permits the Fund, under certain circumstances, including an event of default (such as bankruptcy or insolvency), to offset payables and/or receivables under the MRA with collateral held and/or posted to the counterparty and create one single net payment due or from the Fund.

Lending of Portfolio Securities
The Fund may lend its portfolio securities only to borrowers that are approved by the Fund’s securities lending agent, State Street Bank & Trust Co. (“SSB”). The Fund will limit such lending to not more than 20% of the value of its total assets. The borrower pledges and maintains with the Fund collateral consisting of cash (U.S. Dollar only), securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, or by irrevocable bank letters of credit issued by a person other than the borrower or an affiliate of the borrower. The initial collateral received by the Fund is required to have a value of no less than 102% of the market value of the loaned securities for securities traded on U.S. exchanges and a value of no less than 105% of the market value for all other securities. The collateral is maintained thereafter, at a market value equal to no less than 100% of the current value of the securities on loan. The market value of the loaned securities is determined at the close of each business day and any additional required collateral is delivered to the Fund on the next business day. During the term of the loan, the Fund is entitled to all distributions made on or in respect of the loaned securities. Loans of securities are terminable at any time and the borrower, after notice, is required to return borrowed securities within the standard time period for settlement of securities transactions.

Any cash collateral received is reinvested in a money market fund managed by SSB as disclosed in the Fund’s Schedule of Investments. Non-cash collateral, in the form of securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, is not disclosed in the Fund’s Schedule of Investments as it is held by the lending agent on behalf of the Fund, and the Fund does not have the ability to re-hypothecate these securities. As of March 31, 2016, the market value of securities on loan was $14,010,745, and the total cash collateral and non-cash collateral received was $14,306,948 and $10,848, respectively.

The risks of securities lending include the risk that the borrower may not provide additional collateral when required or may not return the securities when due. To mitigate these risks, the Fund benefits from a borrower default indemnity provided by SSB. SSB’s indemnity allows for full replacement of securities lent wherein SSB will purchase the unreturned loaned securities on the open market by applying the proceeds of the collateral, or to the extent such proceeds are insufficient or the collateral is unavailable, SSB will purchase the unreturned loan securities at SSB’s expense. However, the Fund could suffer a loss if the value of the investments purchased with cash collateral falls below the value of the cash collateral received.

Fair Value Measurements
The Fund discloses the classification of its fair value measurements following a three-tier hierarchy based on the inputs used to measure fair value. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Inputs may be observable or unobservable. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available.


Valuation techniques used to value the Fund’s investments by major category are as follows:

Equity securities that are valued based on unadjusted quoted prices in active markets are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the mean of the most recent quoted bid and ask prices on such day and are generally categorized as Level 2 in the hierarchy. Repurchase agreements are valued at cost, which approximates fair value, and are categorized as Level 2 in the hierarchy.

Various inputs are used in determining the value of the Fund’s investments as of the end of the reporting period. When inputs used fall into different levels of the fair value hierarchy, the level in the hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The designated input levels are not necessarily an indication of the risk or liquidity associated with these investments.

These inputs are categorized in the following hierarchy under applicable financial accounting standards:
         
Level 1
  
  
Unadjusted quoted prices in active markets for identical investments, unrestricted assets or liabilities that a Fund has the ability to access at the measurement date;
     
Level 2
  
  
Quoted prices which are not active, quoted prices for similar assets or liabilities in active markets or inputs other than quoted prices that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and
     
Level 3
  
  
Significant unobservable prices or inputs (including the Fund’s own assumptions in determining the fair value of investments) where there is little or no market activity for the asset or liability at the measurement date.

The following is a summary of the inputs used to value the Fund’s investments as of March 31, 2016:

   
Valuation Inputs
       
Investments in Securities at
Value*
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Common Stocks
 
$
115,188,363
   
$
   
$
   
$
115,188,363
 
Short Term Investment
   
     
2,671,000
     
     
2,671,000
 
Investments Purchased with Collateral from Securities Loaned
   
14,306,948
     
     
     
14,306,948
 
Total
 
$
129,495,311
   
$
2,671,000
   
$
   
$
132,166,311
 
 
*   See Schedule of Investments for industry classifications.

The Fund recognizes transfers between levels as of the end of the period. For the period ended March 31, 2016, the Fund did not have any transfers between Level 1 and Level 2 securities. The Fund did not have any securities which used significant unobservable inputs (Level 3) in determining fair value during the period.

Indemnification
In the normal course of business, the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnities. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims against the Fund. Also, under the Fund’s organizational documents and by contract, the Directors and Officers of the Fund are indemnified against certain liabilities that may arise out of their duties to the Fund. However, based on experience, the Fund expects the risk of loss due to these warranties and indemnities to be minimal.


Maryland Statutes
By resolution of the Board of Directors, the Fund has opted into the Maryland Control Share Acquisition Act and the Maryland Business Combination Act. In general, the Maryland Control Share Acquisition Act provides that “control shares” of a Maryland corporation acquired in a control share acquisition may not be voted except to the extent approved by shareholders at a meeting by a vote of two-thirds of the votes entitled to be cast on the matter (excluding shares owned by the acquirer and by officers or directors who are employees of the corporation). “Control shares” are voting shares of stock which, if aggregated with all other shares of stock owned by the acquirer or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within certain statutorily defined ranges (one-tenth but less than one-third, one-third but less than a majority, and more than a majority of the voting power). In general, the Maryland Business Combination Act prohibits an interested shareholder (a shareholder that holds 10% or more of the voting power of the outstanding stock of the corporation) of a Maryland corporation from engaging in a business combination (generally defined to include a merger, consolidation, share exchange, sale of a substantial amount of assets, a transfer of the corporation’s securities and similar transactions to or with the interested shareholder or an entity affiliated with the interested shareholder) with the corporation for a period of five years after the most recent date on which the interested shareholder became an interested shareholder. At the time of adoption, March 19, 2009, the Board and the Fund were not aware of any shareholder that held control shares or that was an interested shareholder under the statutes.

Item 2 - Controls and Procedures.

(a) The registrant's Principal Executive Officer and Principal Financial Officer have evaluated the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) within 90 days of this filing and have concluded that the registrant's disclosure controls and procedures were effective, as of that date.

(b) There was no change in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) during registrant's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

Item 3 – Exhibits.

Separate certifications for the registrant's Principal Executive Officer and Principal Financial Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 and Rule 30a-2(a) under the Investment Company Act of 1940, are attached as Ex99.CERT.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
LIBERTY ALL-STAR GROWTH FUND, INC.
       
 
By:
/s/ William Parmentier
 
   
William Parmentier
 
   
President (principal executive officer)
 
       
 
Date:
May 24, 2016
 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 
By:
/s/ William Parmentier
 
   
William Parmentier
 
   
President (principal executive officer)
 
       
 
Date:
May 24, 2016
 
       
 
By:
/s/ Kimberly Storms
 
   
Kimberly Storms
 
   
Treasurer (principal financial officer)
 
       
 
Date:
May 24, 2016