SC 13D 1 third.txt SCHEDULE 13D DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT 2/9/2010 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 1,401,074 8. SHARED VOTING POWER 624,367 9. SOLE DISPOSITIVE POWER 2,025,641 _______________________________________________________ 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON 2,025,641 12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES [] ___________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY ROW 11 6.73% 14. TYPE OF REPORTING PERSON IA _______________________________________________________ Item 1. SECURITY AND ISSUER This Schedule 13D relates to the shares of Common Stock of Liberty All-Star Growth Fund.("ASG" or the "Issuer"). The principal executive offices of ASG are located at 1290 Broadway, Suite 1100 Denver, Colorado 80203 Item 2. IDENTITY AND BACKGROUND This statement is filed on behalf of Bulldog Investors, Brooklyn Capital Management LLC., Phillip Goldstein, 60 Heritage Drive Pleasantville, NY 10570 a principal of Bulldog Investors and Andrew Dakos, Park 80 West,Saddle Brook, NJ 07663, also a principal of Bulldog Investors. Mr.Goldstein and Mr. Dakos are self-employed investment advisors. On January 31, 2007 the Acting Director of the Securities Division of the Massachusetts Secretary of State (the Securities Division) filed a complaint against Bulldog Investors, Messrs. Goldstein, Samuels, Dakos and Das and certain related parties (the Bulldog Parties) alleging that they violated Massachusetts law by making information about certain unregistered investments available on their website and by sending material about such investments to an individual who requested it. On October 17, 2007 the Secretary issued a cease and desist order based on the same allegations and ordered that a fine be imposed on the Bulldog Parties of $25,000. On November 15, 2007 the Bulldog Parties filed an appeal of the Secretary's October 17, 2007 order in the Massachusetts Superior Court. On February 12, 2009, the Massachusetts Superior Court upheld the Secretary's October 17, 2007 order. The Bulldog parties further appealed the ruling of the Massachusetts Superior Court to Massachusetts Appeals Court. Oral argument in the Massachusetts Appeals Court is scheduled for November 12, 2009. ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS Shares of the Issuer have been accumulated on behalf of managed accounts. ITEM 4. PURPOSE OF TRANSACTION An affiliate of the filing persons intend to solicit proxies at the annual meeting in opposition to the issuer's board of directors with respect to each proposal to be voted upon by stockholders. 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 2,025,641 shares of ASG or 6.73% of the outstanding shares.Power to dispose of and vote securities resides either with Mr. Goldstein, Mr. Dakos or with clients. c) During the past 60 days the following shares of ASG were purchased: Date: Shares: Price: 12/18/09 103,800 3.2492 12/21/09 36,800 3.2698 12/22/09 55,300 3.2964 12/23/09 13,000 3.3162 12/24/09 18,100 3.3432 12/28/09 70,300 3.3814 12/28/09 10,000 3.3650 12/28/09 15,306 3.3252 12/29/09 39,000 3.3900 12/29/09 8,439 3.2701 12/30/09 69,011 3.3802 12/31/09 22,700 3.3763 01/04/10 49,000 3.4176 01/05/10 118,991 3.4473 01/06/10 38,770 3.4691 01/07/10 36,305 3.4612 01/08/10 61,862 3.4559 01/11/10 48,901 3.4823 01/12/10 10,125 3.4482 01/13/10 12,905 3.4799 01/14/10 515 3.4897 01/15/10 37,540 3.4460 01/19/10 23,820 3.4779 01/20/10 8,694 3.4397 01/21/10 28,194 3.4079 01/22/10 27,764 3.3565 01/25/10 45,729 3.3485 01/25/10 3,000 3.4500 01/26/10 1,820 3.3371 01/27/10 29,669 3.3147 01/28/10 41,826 3.3252 01/29/10 23,061 3.2701 02/01/10 15,886 3.3042 02/01/10 5,814 3.3042 02/03/10 800 3.3200 02/04/10 31,755 3.2554 02/04/10 11,621 3.2554 02/05/10 6,950 3.1742 02/05/10 2,544 3.1742 02/05/10 10,000 3.1900 02/08/10 13,448 3.2151 02/08/10 4,922 3.2150 02/09/10 40,283 3.2505 02/10/10 66,584 3.2695 02/10/10 23,443 3.2695 02/11/10 78,527 3.2806 02/11/10 27,647 3.2806 02/12/10 1,900 3.2890 02/12/10 11,300 3.2900 02/12/10 25,000 3.3000 02/12/10 3,000 3.2980 02/16/10 30,071 3.3565 02/16/10 85,411 3.3565 02/17/10 20,825 3.4270 02/18/10 15,086 3.4753 02/18/10 42,849 3.4753 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 None. 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: 02/19/2010 By: /s/ Phillip Goldstein Name: Phillip Goldstein By: /S/ Andrew Dakos Name: Andrew Dakos