SEC Division of Investment Management staff letter: Liberty All-star Growth Fund, Inc.

Securities Exchange Act of 1934 – Rules 14a-8(e), 14a-8(i)(2), (i)(3), (i)(4) and (i)(6) Liberty All-star Growth Fund, Inc. May 10, 2012 Clifford J. Alexander, Esq. K&L Gates LLP 1601 K Street NW Washington DC 20006 Re: Liberty All-Star Growth Fund, Inc. (the “Fund”) Stockholder Proposal of Robert H. Daniels Dear Mr. Alexander:
By letter dated February 24, 2012, on behalf of the Fund, you requested confirmation from the staff of the Division of Investment Management (the “Division”) that we would not recommend enforcement action to the Securities and Exchange Commission if the Fund omits a stockholder proposal and supporting statement (the “Proposal”) submitted by Robert H. Daniels (the “Proponent”) from the proxy materials for its 2012 Annual Meeting of Stockholders. By letter dated March 6, 2012, the Proponent responded to the Fund’s request, and by letter dated March 14, 2012, you replied, on behalf of the Fund, to the Proponent’s March 6th letter. The Proposal (exclusive of the supporting statement) states:
RESOLVED: the Shareholders request that the Board promptly initiate a self-tender under which the Fund shall offer to repurchase all of its outstanding Shares for cash at 98% of net asset value per Share. You assert that the Proposal may be excluded: (1) pursuant to Rule 14a-8(i)(3) under the Securities Exchange Act of 1934 because (i) it is vague and indefinite in violation of Rule 14a-5, and (ii) it contains false and misleading statements in violation of Rule 14a-9; (2) pursuant to Rule 14a-8 (i)(2) and Rule 14a-8(i)(6) because implementation of the Proposal would violate Maryland law and the board of directors lacks authority to implement the Proposal under Maryland law; (3) pursuant to Rule 14a-8(i)(4) because it is designed to benefit the Proponent and does not further an interest shared by Fund stockholders at large; and (4) pursuant to Rule 14a-8(e) because the submission was incomplete and the Proponent did not complete the submission until the deadline for the receipt by the Fund of stockholder proposals had passed. We are unable to concur in your view that the Fund may exclude the Proposal pursuant to Rule 14a-8(i)(3). We note that the Fund will have an opportunity to include in its proxy statement arguments reflecting its own point of view on the Proposal. See Rule 14a-8(m)(1); Division of Corporation Finance, Staff Legal Bulletin No. 14B, Section B (Sept. 15, 2004). We are also unable to concur in your view that the Fund may exclude the Proposal pursuant to Rule 14a-8(e) or to Rules 14a-8(i)(2), (i)(4), or (i)(6). Accordingly, we do not believe that the Fund may omit the Proposal from the proxy materials for its 2012 Annual Meeting of Stockholders.

• 2 -
  Attached for your information is a description of the informal procedures the Division follows in responding to shareholder proposals. If you have any questions or comments regarding this matter, please call me at 202-551-6968. Sincerely, H.R. Hallock, Jr. Senior Counsel Attachment cc: Robert H. Daniels

K&L IGATES
VIAE-MAIL
Securities and Exchange Commission
Office of Chief Counsel
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Re: Stockholder Proposal Submitted by Robert H. Daniels Ladies and Gentlemen:
Pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as counsel to Liberty All-Star Growth Fund, Inc., a Maryland corporation (the "Fund"), we request confirmation that the staff of the Division of Investment Management will not recommend an enforcement action if the Fund omits from its proxy materials for the Fund's 2012 Annual Meeting of Stockholders (the "2012 Annual Meeting") the proposal described below for the reasons set forth herein. The statements of fact included herein represent our understanding of such facts. Background The deadline for stockholders to submit proposals to be included in the proxy materials for the Fund's 2012 Annual Meeting was December 17, 2011. On December 15, 2011, the Fund received a proposal and supporting statement dated December 14, 2011 (the "Proposal") from Robert H. Daniels (the "Proponent") for inclusion in the proxy materials for the 2012 Annual Meeting. The letter acknowledged that information confirming securities ownership was missing. The Fund received a second letter from the Proponent dated December 23,2011, which included a written statement from the record holder of the Proponent's securities confirming the Proponent's ownership of Fund shares. The Fund responded to the Proponent in a letter dated January 6, 2012, notifying the Proponent of the Fund's intention to exclude the Proposal. The Proponent responded to the Fund in a letter dated January 13, 2012, providing proof of the delivery date for the Proposal and contesting the Fund's exclusion of the Proposal. The Proposal and all related correspondence between the Fund and the Proponent are attached hereto as Exhibit A. A copy of this letter is also being sent to the Proponent as additional notice of the Fund's intent to omit the Proposal from the Fund's proxy materials for the 2012 Annual Meeting.

K&L IGATES
The Proposal
RESOLVED: the Shareholders request that the Board promptly initiate a self-tender under which the Fund shall offer to repurchase all of its outstanding Shares for cash at 98% of net asset value per Share. Reasons for Exclusion of the Proposal The Fund believes that it may properly omit the Proposal from the proxy materials for the 2012 Annual Meeting for the following reasons:

• The Proposal is Vague and Indefinite. The Fund may exclude the Proposal
  pursuant to Rule 14a-8(i)(3) because it is vague and indefinite in violation of Rule 14a-5.
• The Proposal Contains False, Misleading and Irrelevant Statements. The Fund
  may exclude the Proposal pursuant to Rule 14a-8(i)(3) because it contains false and misleading statements in violation of Rule 14a-9.
• The Implementation of the Proposal would Violate Maryland Law and the Board
  Lacks the Authority to Implement the Proposal under Maryland Law. The Fund may exclude the Proposal pursuant to Rule 14a-8(i)(2) because its implementation would violate Maryland law. The Fund may also exclude the Proposal under Rule 14a-8(i)(6) because its board of directors (the "Board") lacks the authority to implement the Proposal under Maryland law.
• The Proposal is Designed to Benefit the Proponent. The Fund may exclude the
  Proposal pursuant to Rule 14a-8(i)(4) because it is designed to benefit the Proponent and does not further an interest shared by Fund stockholders at large.
• The Proposal was Incomplete. The Fund may exclude the Proposal pursuant to
  Rule 14a-8( e) because the submission was incomplete and the Proponent did not complete the submission until the deadline for the receipt by the Fund of stockholder proposals had passed.

1. The Proposal may be excluded pursuant to Rule 14a-8(i)(3) because it is vague and
   indefmite.
   Rule 14a-8(i)(3) permits a company to exclude a proposal from the company's proxy materials if the proposal or its supporting statement is contrary to any of the proxy rules and regulations, including Rule 14a-5, of Securities and Exchange Commission ("Commission"). Rule 14a-5 requires that information in proxies be "clearly stated" and the Commission staff ("Staff') has recognized that a proposal may be excluded if it is so inherently vague and indefinite that neither stockholders voting on the proposal nor the company in implementing the proposal (if adopted)

K&L IGATES would be able to determine with any reasonable certainty exactly what actions or measures the proposal requires. I The Fund believes that the Proposal may be properly omitted from the proxy materials for the 2012 Annual Meeting pursuant to Rule 14a-8(i)(3) because it is vague and indefinite, in violation of Rule 14a-5. The Staff has allowed the exclusion of vague and indefinite proposals. For example, in Occidental Petroleum Corporation (Feb. 11, 1991), the Staff granted no-action relief to a company seeking to exclude a proposal related to the "buyback" of shares because it was "unclear exactly what action any stockholders voting for the proposal would expect the Company to take" and it was "unclear what action the Company would be required to take if the proposal were adopted." The Staff stated that ambiguities made the Occidental proposal misleading because "any action(s) ultimately taken by the Company upon implementation of this proposal could be significantly different from the action(s) envisioned by stockholders voting on the proposal." Similarly, in Verizon Communications Inc. (Jan. 27, 2012), the Staff granted relief to a company seeking to exclude a proposal regarding vesting of equity awards to senior executives where "neither stockholders nor the company would be able to determine with any reasonable certainty exactly what actions or measures the proposal requires." And, in R.R. Donnelley & Sons Company (Mar. 23, 2010), the Staff granted relief to a company seeking to exclude a proposal regarding the rights of stockholders at special meetings because it was unclear to what "rights" the proposal was referring. The Proposal requests that the Fund's Board initiate a tender offer pursuant to which the Fund would offer to purchase all of its outstanding shares. The Fund believes that the Proposal is vague and indefinite because the Proposal does not disclose or address the possible effect on the Fund of the proposed tender offer and, as a result, stockholders voting on the Proposal would not know what they are voting for. There are three potential outcomes associated with the proposed tender offer, depending upon the percentage of stockholder participation. In the first case, Fund stockholders tender a small enough percentage of Fund shares that the Fund remains economically viable without making any changes to its new strategy or structure. In this case, the percentage ownership of the non-tendering stockholders will increase and these stockholders will bear a greater proportion of the Fund's expenses than they did prior to the tender offer. They could also incur a greater tax burden due to additional capital gain distributions caused by the Fund realizing capital gains when it sells portfolio securities to raise the proceeds necessary to pay for the tendered shares. In the second case, Fund stockholders tender a larger percentage of Fund shares and the Fund remains economically viable but is too small to maintain its unique
actively managed multi-manager investment strategy. In this instance, the Fund would have to change its investment strategy and non-tendering stockholders would bear an even greater proportion of the Fund's expenses, would be more likely to incur more taxable distributions and would wind up in an investment vehicle that does not have the investment strategy for which they bought Fund shares (an investment strategy non-tendering stockholders clearly preferred since they chose to hold their Fund shares rather than tender them). In the third case, Fund Staff Legal Bulletin No. 14B (eF) (September 15,2004) ("SLB 14B").

K&L IGATES stockholders tender a still larger percentage of Fund shares and the Fund is no longer economically viable and has to liquidate and dissolve, merge or convert to an open-end mutual fund, again leaving non-tendering stockholders bearing greater expenses, incurring more tax burdens and losing access to the Fund's unique investment strategy. The second and third outcomes described above are materially different from what stockholders would expect when they are voting on a proposal about a tender offer. However, each is a real possibility. In the current market, the vast majority of partial common share tender offers conducted by closed-end funds have been oversubscribed.2 If the Fund were to offer to repurchase all of its outstanding shares, there is a chance that a large enough percentage of the outstanding shares would be tendered that the Fund would have to liquidate and dissolve, merge or convert to an open-end mutual fund. The Proposal's supporting statement concedes this possibility, calling for "an orderly winding-up in case so many shares are tendered that the remaining Fund would not be viable." Even if a significant percentage of Fund shares are not tendered, there is a good chance that enough shares would be tendered to threaten the ability of the Fund to continue to pursue its unique multi-manager investment strategy. Neither the Proposal nor the supporting statement sufficiently discloses this outcome. Hence, stockholders voting on the Proposal would not know whether they are voting for a tender offer or, de facto, for a different management style or the liquidation, dissolution, merger or conversion of the Fund. This lack of clarity distinguishes the Proposal from the tender offer proposal in The Adams Express Company (Jan. 26, 2011), which had two clearly defined outcomes: (1) a tender offer with a de facto maximum participation rate of 50%; or (2) if more than 50% of the fund's shares were tendered, the liquidation of the fund. 3 Hence, the Adams Express proposal disclosed to the fund's stockholders the parameters and possible consequences of the proposal on which they would be asked to vote and put them on notice that the fund might not continue in its present form if the tender offer proposal was approved. The Staff granted Adams Express no-action relief to exclude that tender offer proposal because it could not be implemented under state law. In contrast, the purpose, parameters and possible consequences of the Proposal are indeterminate. Unlike the Adams Express proposal, the Proposal does not contemplate that a high participation rate in the tender offer could threaten the viability of the Fund. The Proposal 2 See, e.g., The Swiss Helvetia Fund (July 7, 2011) (5% offer, 49% tendered); Korea Equity Fund, Inc. (Dec. 23, 2010) (20% offer, 70% tendered); DWS High Income Opportunities Fund, Inc. and DWS Global High Income Fund, Inc. (Nov. 26, 2010) (25% offer, 47% and 33% tendered, respectively); SunAmerica Focused Alpha
Large-Cap Fund, Inc. (Nov. 24, 2010) (25% offer, 75% tendered); Aberdeen Chile Fund, Inc. (June 4,2010) (25% offer, 60% tendered). 3 In the Adams Express letter, the Staff considered the following proposal: "RESOLVED: The stockholders ... request the Board of Directors ... to authorize the Fund to conduct a self-tender offer for all outstanding shares of the Fund at [NAV] or within 1 % thereof (to cover expenses). If more than 50% of the Fund's outstanding shares are tendered, the tender offer should be cancelled and the Fund should be liquidated or, at the discretion of the Board, merged or converted into an open-end mutual fund."

K&L IGATES does not disclose the distinct possibilities that the asset size of the Fund could diminish to the point that the Fund could no longer be managed pursuant to the Fund's unique multi-manager investment strategy or that the Fund may have to liquidate and dissolve, merge or convert to an open-end mutual fund. The terms of the tender offer contemplated by the Proposal are also inherently vague and indefinite. For example, the Proposal does not state the date as of which the net asset value per share ("NAV"), and therefore the price to be paid for tendered shares, would be determined. Depending on what date is used, and what happens in the market, the Fund may wind up paying more than the full NA V of the shares on the date the shares are purchased.4 Moreover, because most shares are tendered at the very end of the tender offer, the Fund will not be able to calculate in advance with any precision the percentage of its assets that it will need to sell in order to purchase tendered shares and, therefore, may not be able to time the sale of portfolio securities to obtain the best price. This, in combination with the transaction costs and potential downward pressure on the market price of the Fund's portfolio securities, could result in the Fund not having the resources to pay stockholders 98% of NAV for tendered shares, the price contemplated in the Proposal. Conversely, if all stockholders fully participate in the tender offer, and the Fund can successfully dispose of all its portfolio securities, the tender offer would require the Fund to payout only 98% of the NAV to stockholders and the Proposal contains no provision for the disposition of the residual value after expenses are paid. The Staff has stated explicitly that a proposal should be drafted with precision. In a November 26,2001 teleconference titled Stockholder Proposals: What to Expect in the 2002 Proxy Season, the Associate Director (Legal) of the Division of Corporation Finance emphasized the importance of precision in drafting a proposal, citing Staff Legal Bulletin No. 14 (eF) (July 13, 2(01) ("SLB 14"). He stated, "you really need to read the exact wording of the proposal .... We really wanted to explain that to folks, and we took a lot of time to make it very, very clear in [SLB 14]" (emphasis added). SLB 14 states that the Staffs determination of no-action requests under Rule 14a-8 of the Exchange Act is based on, among other things, the "way in which a proposal is drafted." The Proposal, however, is not drafted with precision. It fails to align the purpose of the tender offer with the potential concomitant change in the Fund's management style or a full liquidation, merger or conversion of the Fund; explain the terms and potential consequences of the tender offer; or provide for the disposition of residual assets. The result is a scenario where "any action(s) ultimately taken by the [Fund] upon implementation of [the Proposal] could be significantly different from the
actions envisioned by the stockholders voting on the 4 For example, if the price is based on the NA V at the beginning of the tender offer and the NA V on that date is $10 per share, the purchase price would be $9.80 per share. If during the tender offer period the Fund's NAV falls to $9.50, the Fund would have to pay more than NAV for each share. In this scenario, if a high percentage of shares are tendered, the Fund may not be able to purchase all tendered shares.

K&L IGATES
[P]roposal."S For these reasons, the Fund is seeking no-action relief to exclude the Proposal for being materially vague and indefinite.
2. The Proposal may be excluded pursuant to Rule 14a·8(i)(3) because it contains false.
misleading and irrelevant statements.
Rule 14a-8(i)(3) also allows the exclusion of a stockholder proposal if the proposal or its supporting statement is contrary to Rule 14a-9, which prohibits the making of false or misleading statements in proxy soliciting materials or the omission of any material fact necessary to make statements contained therein not false or misleading.6 The Fund believes that both the Proposal and the supporting statement may be properly omitted from the proxy materials for the 2012 Annual Meeting pursuant to Rule 14a-8(i)(3) because they contain false, misleading and irrelevant statements, in violation of Rule 14a-9. The Proposal is per se misleading because it frames the tender offer as an opportunity for a quick profit but omits disclosure regarding potential consequences of the tender offer discussed above.7 The purpose of issuer tender offers, among other things, is to provide liquidity to shareholders, but not at the expense of maintaining the issuer as a viabie entity. As a result, shareholders voting on the Proposal may not anticipate the potential consequences or suspect that they may unwittingly be voting to dismantle the Fund. The Proposal also omits material information by failing to disclose the effect of the tender offer on non-tendering stockholders. In the event that the Fund remains viable after the tender offer, it is the non-tendering stockholders who would bear the transactional expenses and receive distributions of capital gains incurred by the Fund in connection with the sale of securities to raise the cash necessary to repurchase the tendered shares. The Fund also believes that the Proposal's supporting statement may be excluded under Rule 14a-8(i)(3) because it contains statements that impugn the character of the Fund's Board and its investment adviser without factual foundation. Rule 14a-9 provides several examples of statements deemed to be misleading because they "directly or indirectly impugn[s] character, integrity or personal reputation, or directly or indirectly makers] char~es concerning improper, illegal or immoral conduct or associations, without factual foundation." The Staff has permitted the exclusion of stockholder proposals on this basis. For example, in The Swiss Helvetia Fund, Inc. (Mar. 6, 2001), the Staff permitted a company to exclude a stockholder proposal that improperly impugned the character of a fund's directors. The Staff stated that "the proposal 5 See Occidental. 6 See SLB 14B. 7 The Proposal is also misleading because, as discussed in Section 3 below, the Board cannot independently wind up the Fund if the Fund would not be viable after the tender offer. 8 Rule 14a-9, note (b).

K&L IGATES implie[d] that the directors of the fund have violated, or may choose to violate, their fiduciary duty." The Staff also pennitted companies to exclude proposals based on similar violations of Rule 14a-9 in Phoenix Gold International, Inc. (Nov. 21, 2000) (proposal and its supporting statement questioned independence of directors) and CCBT Bancorp, Inc. (Apr. 20, 1999) (proposal's supporting statement stated that directors violated their fiduciary duty). The Proposal's supporting statement includes several statements that impugn the character of the Fund's investment adviser and Board. In this regard, the supporting statement references transactions between two Fund stockholders and DST Systems, Inc. ("DST"). Statements regarding these transactions are irrelevant because the transactions were between private parties, did not involve the Fund and were not approved by the Fund's Board. The supporting statement offers no explanation why the Fund, its Board or its investment adviser should be responsible for transactions between these parties or how the referenced transactions would affect the Fund. The supporting statement impugns the character and integrity of the Fund's investment adviser when it asks whether "any investor [can] now feel confident that the Fund's investment adviser, as a DST subsidiary, will always treat all stockholders fairly and equally, and not favor the interests of some over others." In addition, the supporting statement impugns the character of the Fund's Board by referring to the stockholders who sold Fund shares to DST as "favored institutions" and questioning whether the Board will be "fair and open-minded ... rather than retreating behind a barrage of negative objections." This statement implies that the Board violated its fiduciary duty to stockholders by approving transactions that involved neither the Fund nor its Board. However, there is no factual basis offered, nor is there any, that would support the proffered implication that the Fund's Board and its investment adviser would not act in the best interests of the Fund and its stockholders. Indeed, the Board never approved the referenced transactions. These statements conflate actions of the Fund, its Board and its investment adviser with the private actions of DST, which was, at the time, not affiliated with any of these parties. When the private transactions involving Fund stockholders and DST occurred, DST was a potential purchaser of the holding company that owned the Fund's investment adviser. Nothing in the supporting statement offers a basis to believe that the Fund, its Board or its investment adviser should have acted differently before or would act differently in the future (now that DST owns the parent of the Fund's investment adviser) in fulfilling their responsibilities to shareholders. The Proposal's supporting statement is also misleading because it states that the Fund's trading discount "represent[s] a deadweight loss to us as investors."
This statement has no factual basis and is a red herring that could mislead shareholders. Trading discounts and premiums are inherent to investing in closed-end funds and do not detennine whether shareholders realize a gain or loss on their investment. Each Fund stockholder purchased Fund shares at a different market price and discount or premium, and each individual is impacted differently. Many Fund stockholders have likely experienced a decrease in the discount (compared to the discount at which they purchased the shares) and an increase in the value of their investment despite there being a discount. The Proponent, for example, purchased his shares when the Fund was trading at a discount of nearly 13%. At that time, the Fund's NAV per share was $4.01 and the market

K&L'I GATES price was $3.49 per share. As of February 17, 2012, the Fund's shares were trading at a smaller discount of 9.7%, and had a NAV of $4.74 and a market price of $4.28 per share. If the Proponent were to sell his shares on the open market, he would realize a total return (including reinvestment of dividends) of more than 38% on his investment, hardly a deadweight loss. Whether individual investors realize a gain or loss on their investments in a closed-end fund depends solely on the fund's market price at the time of purchase and at the time of sale, and emphasizing the discount as "a deadweight loss" is misleading. The Proposal and its supporting statement include false, misleading and irrelevant statements and for these reasons the Fund seeks no-action relief to exclude the Proposal and the supporting statement.
3. The Proposal may be excluded pursuant to Rules 14a-8(i)(2) and 14a-8(i)(6) because
its implementation would violate Maryland law and the Fund's Board lacks the authority to implement the Proposal under Maryland law. Rule 14a-8(i)(2) allows a company to exclude a stockholder proposal that, if implemented, would cause the company to violate state law. Rule 14a-8(i)(6) provides that a stockholder proposal may be excluded if a company's board does not have authority to implement the proposal. In Staff Legal Bulletin No. 14D (eF) (Nov. 7, 2008) ("SLB 14D"), the Staff recognized that when a proposal recommends, requests, or requires corporate action that state law mandates "be initiated by the board and then approved by stockholders," that proposal may be excluded under either Rule 14a-8(i)(2) or Rule 14a-8(i)(6).9 The Staff likewise has recognized the appropriateness of excluding a proposal that seeks to bypass this two-step process. IO The Fund believes that the Proposal may be properly omitted from the proxy materials for the 2012 Annual Meeting pursuant to Rules 14a-8(i)(2) and 14a-8(i)(6) because the Proposal would cause the Fund to violate Maryland law and neither the Fund nor its Board has the authority to fully implement the Proposal. In determining whether to conduct the tender offer described in the Proposal, the Fund's Board would have to evaluate the potential outcomes and consequences of the tender offer; it could not restrict itself to considering the tender offer in isolation. As discussed above, if implemented as 9 While SLB 140 referred specifically to the example of a proposal seeking a charter amendment, the two-step process for a charter amendment under Maryland General Corporation Law (the "MGCL") is the same as the two-step process required for the Fund to liquidate: the corporation's board must approve the proposal and then must submit the proposal to the corporation's stockholders for their approval. MGCL Section 2-604 addresses charter amendments. MGCL Section 3-105 addresses a sale of all or substantially all of a company's assets. Excluding specific references to amendments as opposed to transactions, the procedures set forth in these sections are almost identical. 10 See, e.g., Adams Express (recognizing that a board lacks the authority under Maryland law to unilaterally liquidate a company and that implementing a proposal to liquidate a company would violate Maryland law).

K&L IGATES proposed the Proposal could result in the need to liquidate and dissolve, merge or convert the Fund if a significant percentage of Fund shares are tendered. Understanding, therefore, that such a tender offer is in essence a liquidation or merger effort, the Fund's Board would have to consider whether it could authorize that kind of transaction without stockholder approval. Under Maryland law, the Fund would not be able to take any of these actions without stockholder approval. The MGCL defines a specific procedure for a corporation to sell all or substantially all of its assets in Section 3-105, to dissolve in Section 3-403 and to merge with another entity in
Section 3-105. The statutory procedures involve the same two steps. First, the majority of the
Fund's Board must adopt a resolution declaring the proposed action to be advisable. Second, the proposed action must be approved by Fund stockholders. Thus, under Maryland law, the sale of all of the Fund's assets and dissolution of the Fund and the merger of the Fund require both Board and stockholder approval. II The Fund simply lacks the authority to act unilaterally on these matters and could be in danger of violating Maryland lawl2 if it attempted to implement the Proposal as submitted. The Fund believes that its position is consistent with the Staff's decisions in similar situations where proposals would have circumvented similar statutory two-step processes. The Staff has applied this principle regardless of the jurisdiction in question-excluding, for example, a tender offer proposal because the possible consequential need to liquidate the fund would have violated Maryland law in Adams Express, a proposal to amend organizational documents that would have violated Delaware law in Northrop Grumman Corporation (Feb. 29, 2008) and a charter amendment proposal that would have violated New York law in Xerox Corporation (Feb. 23, 2004). In each of these situations, the proposal at issue would have required both board resolution and stockholder approval in order to be implemented in 90mpliance with state law. As the Proposal could result in the Fund needing to take actions that require a two-step statutory process, including stockholder approval, the Fund seeks to exclude the Proposal under Rules 14a-8(i)(2) and 14a-8(i)(6).
4. The Proposal may be excluded pursuant to Rule 14a-80)(4) because it is designed to
benefit the Proponent and does not further an interest shared by Fund stockholders at large. Rule 14a-8(i)(4) allows for the exclusion of a stockholder proposal if the proposal is designed to "achieve personal ends that are not necessarily in the common interest of ... shareholders generally.,,13 Indeed, the Staff has recognized that Rule 14a-8(i)(4) was adopted in order to II The exception to the stockholder approval requirement in MGCL Section 3-104 does not apply in the Fund's circumstances because liquidation is not a transaction in the "ordinary course of business" and the Fund is not an open-end investment company. 12 The Fund would also violate Section 13 of the Investment Company Act of 1940, as amended, if it attempted to convert to an open-end fund without a stockholder vote. 13 Securities Exchange Act Release No. 20091 (Aug. 16, 1983).

K&L IGATES ensure "that the security holder proposal process would not be abused by proponents attempting to achieve personal ends that are not necessarily in the common interest of the [company's] shareholders generally.,,14 Absent this rule, minority stockholders could advance their interest at the expense of other stockholders by forcing the inclusion of their proposals in a company's proxy materials. The Proposal is in the best interests of the Proponent, and the implementation of the Proposal would be at the expense of the Fund's other stockholders. The Proponent seeks to have the Fund conduct a tender offer for all of its outstanding shares using a purchase price of 98% of NAV. As noted above, when the Proponent purchased his shares on February 22, 2010, the Fund's shares were trading at a discount of nearly 13%, and had a NAV of $4.01 and a market price of $3.49 per share. As of February 17, 2012, the Fund's shares were trading at a discount of 9.7%, with a NAV of $4.74 and a market price of $4.28. Thus, by proposing a tender offer at 98% of NAV, the Proponent is trying to force the Fund to purchase his shares at a price that is higher than the price he currently can obtain in the open market (and thereby obtain a profit even greater than the 38% total return he could obtain in the market). The Proposal is designed to confer a benefit on the Proponent at the expense of other stockholders and should be excluded under Rule 14a-8(i)(4). The Proposal would benefit the Proponent because the Proponent wants to exit the Fund at a price greater than he could currently obtain in the market without paying his share of the expenses and tax burdens associated with the tender offer and its possible consequences. As discussed above, if the Fund makes the proposed tender offer, the long-term investors who do not tender their shares will bear the significant expenses associated with the tender offer as well as the tax burdens. Moreover, if the participation rate in a tender offer is high, the Fund could no longer be viable and could be forced to liquidate, which would eradicate the ownership interest of non-tendering shareholders. In this case, the very stockholders who wanted to continue to invest in the Fund would be forced to vote on the Fund's liquidation or merger and again incur the solicitation and transactional expenses. Unless all stockholders tendered all their Fund shares, stockholders could be impacted dramatically differently if the Proposal is implemented. As the Fund is promoted as an all￾capitalization growth fund that emphasizes diversification, consistent returns and a long-term outlook, the Fund anticipates that not all stockholders will tender their Fund shares. 15 These non-tendering stockholders could bear significant cost and their interests clearly would not be furthered by the Proposal. As the Proposal would benefit the Proponent but would not further the interests of all stockholders, the Fund seeks to exclude the Proposal. 14
ld. 15 In fact, for the period ended December 31, 2011, on a NAV reinvested basis, the Fund outperformed its Lipper peer group average for the 1, 3, and 5 year periods and for the period since inception as a multi-cap growth fund (May 1,2(00).

K&L IGATES
5. The Proposal may be excluded pursuant to Rule 14a-8(e) because the Proponent
intentionally submitted an incomplete Proposal and did not complete his submission until after the deadline for submitting proposals had passed. The Staff has strictly interpreted Rule 14a-8's requirements for timely submission by stockholders and emphasized that stockholders should submit proposals "well in advance of the deadline."I6 Additionally, the Staff has advised that a "stockholder who intends to submit a written statement from the record holder of the stockholder's securities to verify continuous ownership of the securities should contact the record holder before submitting a proposal to ensure that the record holder will provide the written statement and knows how to provide a written statement that will satisfy the requirements of rule 14a-8(b)."I7 Companies have been permitted to exclude proposals if they have been submitted just one day past the established deadline. 18 The Proponent knowingly submitted an incomplete Proposal. The deadline for submitting a proposal for the Fund's 2012 Annual Meeting was December 17,2011. 19 Rule 14a-8(b) allows stockholders who have held at least $2,000 in market value, or 1 %, of a company's securities for at least one year to submit a proposal. This subsection of Rule 14a-8 also explicitly states that "at the time you submit your proposal, you must prove your eligibility to the company" (emphasis added). In his letter dated December 14, 2011, which was received by the Fund a mere two days before the deadline, the Proponent acknowledged that he was not including proof of his eligibility to submit a proposal. Specifically, he stated: "I am obtaining and will send separately a confirmation from Charles Schwab & Co. that 1 have owned at least $2,000 worth of Fund shares continuously for at least one year .... " Despite being aware of the deadline and the omission of required information, the Proponent did not include any of his own brokerage statements or any other type of interim proof of his ownership of Fund shares with his initial letter and did not provide proof of his eligibility until his letter dated December 23, 2011-six days after the deadline and before the close of the 14-day window during which the Fund would have notified the Proponent of the deficiency. Thus, there was no need for the Fund to notify the Proponent of the failure to supply information. The Fund believes that the Proponent's knowing and intentional failure to provide proof of his eligibility to submit the Proposal until after the deadline allows the Fund to exclude the Proposal. The Fund believes that the Proposal may be excluded for being submitted past the deadline because Rule 14a-8(t)(I) and past Staff interpretations of this provision that permitted late 16 See SLB 14. 17 Id. (emphasis added). 18 See, e.g., Datastream Systems, Inc. (March 9, 2005) and American Express Co. (Dec. 21, 2004). 19 This deadline was provided in the Fund's proxy statement filed on April 15, 2011.

K&L IGATES submissions do not fit the facts of this situation. The Proponent has been an attorney since 1973, and an investor in closed-end funds for over 30 years. He has a documented association with the well-known stockholder activist group Western Investment LLC, and has himself submitted 14a￾8 proposals in the past, including at least one self-tender proposal.20 Most notably, the correspondence that the Fund received from the Proponent clearly demonstrates his knowledge and understanding of the requirements in Rule 14a-8 and his conscious disregard for these requirements. The Fund believes that the circumstances surrounding the Proposal differ from situations in prior no-action requests such as Templeton Vietnam and Southeast Asia Fund (Sept. 28,2001), where the Staff determined that a letter supplementing a proposal after the deadline was sufficient to satisfy the procedural requirements of Rule 14a-8. In Templeton, the proposal was submitted without proof of eligibility. The fund then wrote to the proponent and requested proof of ownership, which was provided in a subsequent letter from the proponent's broker. In Templeton, the fund's notice of deficiency served a real purpose in alerting the proponent to the deficiency and allowing him the opportunity to remedy the situation in a timely manner. The Fund asserts that in this case, a . deficiency notice from the Fund would have served no purpose as the Proponent already knew of the deficiency at the time he submitted the Proposal. As quoted above, the Proponent's initial letter recited the eligibility requirements of Rule 14a-8 and acknowledged that the initial submission was deficient. Then, without any notification by the Fund, the Proponent sent a follow-up letter in an attempt to cure this deficiency, which was dated and received after the established deadline for stockholder proposals. Rule 14a-8(f)(1) provides that the Fund "need not provide [the Proponent] such notice of a deficiency if the deficiency cannot be remedied, such as if [the Proponent] fail[s] to submit a proposal by the company's properly determined deadline." Given these facts, notice from the Fund would not have cured the deficiency in the Proposal. The Proponent's first submission was incomplete, and his subsequent submission was late. Thus, the Fund asks the Staff to concur with its view that the Proposal was late, and that the Proponent, with his demonstrated knowledge and understanding of Rule 14a-8' s requirements, should be held to the requirement stated in Rule 14a-8(b)(2) that stockholders prove their eligibility "at the time" a proposal is submitted and, in any event, certainly before the deadline for the stockholder proposals has passed. The Fund believes that its position is consistent with the Staffs long-standing emphasis on stockholders submitting their proposals in a timely manner and well in advance of a deadline. Conclusion We recognize that the Staff, on occasion, will permit proponents to revise
their proposals to correct errors that are "minor in nature and do not alter the substance of the proposal." 21 The 20 See LMP Capital & Income Fund Inc., Form 8-K, Exhibit 99.1 (filed March 9, 2011). 21 See SLB 14B.

K&L IGATES
Fund, however, believes that in this case if the Proposal is revised to address the deficiencies discussed herein, the revision would constitute a substantive alteration of the Proposal, inconsistent with the Staffs long-standing practice. On the basis of the foregoing and on behalf of the Fund, we respectfully request the concurrence of the Staff that the Proposal may be excluded from the Fund's proxy materials for the 2012 Annual Meeting. If you have any questions or would like any additional information regarding the foregoing, please do not hesitate to contact me at 202-778-9068 or, in my absence, Kathy Ingber or Jennifer Gonzalez at 202-778-9015 and 202-778-9286, respectively. If you do not agree with the conclusions set forth herein, we respectfully request the opportunity to confer with you before any determination is finalized. Thank you for your attention to this matter. Very truly yours, Clifford J. Alexander cc: Robert H. Daniels, Esq. Exhibit A Attached hereto

Exhibit A

..
K&LIGATES K&L Gates UP
1601 K Street NW
Washington. DC 20006-1600
T 202.778.9000 www.klgates.com
C1iiiord.l. i\k:¡;1ncÌtr
202. 77x. 9tJ6X
i~'a.: 102. 77X.l.j toO
~: I ì ¡'Curd.a!e x~mdcr;~à..k ¡ga!t~~. !..t)H; March 14,2012 VIA E-MAIL Securties and Exchange Commission Offce of the Chief Counsel Division of Investment Management 100 F Street, N.R Washington, D.C. 20549 Re: Stockholder Proposal Submitted by Robert H. Daniels Ladies and Gentlemen:
Pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of1934, as amended (the "Exchange Act"), and as counsel to Libert All-Star Growth Fund, Inc., a Maryland corporation (the "Fund"), by letter dated Februar 24, 2012, we requested confirmation that the staff of the Division ofInvestment Management will not recommend an enforcement action if the Fund omits from its proxy materials for the Fund's 2012 Annual Meeting of Stockholders (the "2012 Anual Meeting") the proposal described below for the reasons set forth herein. By letter dated March 6, 2012, Mr. Daniels responded to the February 24 letter we submitted on behalf of the Fund. There is no need, and we do not intend, to discuss all of Mr. Daniels' comments. However, we do believe it is important to reemphasize the fundamental legal defects in the proposal.

1. Mr. Daniels' proposal is entirely vague and indefinite. Adoption and
   implementation of the tender offer he proposes would almost certainly require a major change in the Fund and very possibly liquidation. Despite Mr. Daniels' assertions, it is not a simple proposal to provide liquidity to some minority set of shareholders. His proposal does not enable shareholders to understand the potential serious consequences of what they are voting on. Mr. Daniels tries to argue that his proposal is mer(1IY "precatory." But the words cannot support that interpretation. The proposal does not direct the Board to "consider" a tender offer. It requests "that the Board promptly initiate a self-tender offer." Even if it were interpreted to be precatory, proposals must be drafted with precision so stockholders know what they are voting on. DC-9607306 v I

..
K&LIGATES
Securities and Exchange Commission
March 14,2012
2. For the same reasons the proposal is inherently false and misleading. It leads
stockholders to believe that the proposal is merely requiring a liquidity event. In fact, it may require the liquidation of the Fund.
3. Mr. Daniels does not provide any legal rationale in response to our objection that
the proposal would violate Maryland law. He admits that "this objection may very well be valid.. ." His proposal solution, which is to simply revise his supporting statement, does not solve the legal problem or cure the deficiency in his proposal. Moreover, he states that, in the event the proposal is adopted, "the board could provide for an orderly winding-up" of the Fund - an admssion that the proposal may very well result in liquidation of the Fund.
4. Mr. Daniels does not deny that the objective of his proposal is to benefit himself.
He only argues that it would benefit all shareholders. However, this ignores the detrimental effect on shareholders who would like to continue to be invested in this Fund.
5. Mr. Daniels misinterprets our reference to the Adams Express letter. Our letter
pointed out that Mr. Daniels failed to meet the standard discussed in Adams Express. That letter included a proposal for a tender offer with adequate disclosure that the tender offer could result in radical changes to a fud, including liquidation. In contrast, Mr. Daniels fails to disclose the possible consequences. In conclusion, we would like to reiterate that, in this case, if the Proposal is revised to address the deficiencies discussed 'herein, the revision would constitute a substantive alteration of the Proposal, inconsistent with the Staffs long-standing practice. On behalf ofthe Fund, we again respectfully request the concurrence of the Staffthat the Proposal may be excluded from the Fund's proxy materials for the 2012 Anual ~eeting. If you have any questions or would like any additional information regarding the foregoing, please do not hesitate to contact me at 202-778-9068 or, in my absence, Kathy Ingber or Jennifer Gonzalez at 202-778-9015 and 202-778-9286, respectively. If you do not agree with the conclusions set forth herein, we respectfully request the opportunity to confer with you before any determnation is finalized. Thank you for your attention to this matter. Very truly yours, t?N~~H Clifford J. Alexander cc: Robert H. Daniels, Esquire