UNITED
STATES
SECRUITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment
No.___)
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by Registrant [X]
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Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-12
LIBERTY
ALL-STAR EQUITY FUND
(name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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LIBERTY
ALL-STAR® EQUITY FUND (the “Equity Fund”)
LIBERTY ALL-STAR® GROWTH FUND, INC. (the “Growth Fund”)
(collectively, the “Funds”)
1290 Broadway, Suite 1000
Denver, Colorado 80203
(303) 623-2577
NOTICE
OF JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 28, 2024
To
the Shareholders of the Funds:
NOTICE
IS HEREBY GIVEN that the 2024 Joint Annual Meeting of Shareholders of the Funds (the “2024 Annual Meeting”) will be
held at One Financial Center, 4th Floor, Boston, Massachusetts, 02111, on August 28, 2024 at 9:00 a.m. Eastern Time,
and at any adjournments thereof. The purposes of the 2024 Annual Meeting are to consider and act upon the following matters, and
to transact such other business, including any adjournment of the 2024 Annual Meeting, as may properly come before the 2024 Annual
Meeting or any adjournments thereof:
| 1. | To
approve a new Portfolio Management Agreement among the Growth Fund, ALPS Advisors, Inc.
and Westfield Capital Management Company, L.P. (“Proposal 1”); and |
| 2. | To
elect two Directors of the Growth Fund (“Proposal 2”) and |
| 3. | To
elect two Trustees of the Equity Fund (“Proposal 3”). |
The
Boards of Trustees/Directors have fixed the close of business on June 11, 2024 as the record date (the “Record Date”)
for the determination of the shareholders of the Funds entitled to notice of, and to vote at, the 2024 Annual Meeting and any
adjournments thereof.
YOUR
VOTE AT THIS YEAR’S ANNUAL MEETING IS EXTREMELY IMPORTANT.
The
Funds’ Boards of Trustees/Directors unanimously recommend that you vote FOR Proposals 1, 2 and 3.
By
order of the Board of Trustees of the Equity Fund and the Board of Directors of the Growth Fund,
Mark
T. Haley
President
of the Funds
YOUR
VOTE AT THIS YEAR’S ANNUAL MEETING IS EXTREMELY IMPORTANT -
PLEASE
VOTE, SIGN, DATE AND RETURN YOUR PROXY CARD PROMPTLY.
You
are cordially invited to attend the 2024 Annual Meeting. We urge you, whether or not you expect to attend the 2024 Annual Meeting
in person, to vote your shares. Your vote is important no matter how many shares you own. Voting your shares early will avoid
costly follow-up mail and telephone solicitations. After reviewing the enclosed materials, please vote, sign and date your
proxy card and mail it promptly in the enclosed return envelope, or help save time and postage costs by calling the toll-free
number and following the instructions. You may also vote via the internet by logging on to the website indicated on your proxy
card and following the instructions that will appear. This will ensure that your vote is counted even if you cannot attend the
meeting in person. If you have any questions about the proposals or the voting instructions, please call EQ Fund Solutions, LLC
at 866-207-2239.
Important
Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting to be held on August 28, 2024: This proxy statement
is available on the internet at https://www.proxy-direct.com/lib-34006.
June
27, 2024
LIBERTY
ALL-STAR® EQUITY FUND (the “Equity Fund”)
LIBERTY ALL-STAR® GROWTH FUND, INC. (the “Growth Fund”)
(collectively, the “Funds”)
PROXY
STATEMENT
JOINT
ANNUAL MEETING OF SHAREHOLDERS
August 28, 2024
This
Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Boards of Trustees/Directors of the
Funds (each a “Board” and together the “Boards”) to be used at the 2024 Joint Annual Meeting of Shareholders
of the Funds (such meeting and any adjournments thereof being referred to collectively as the “2024 Annual Meeting”
or the “Meeting”) to be held at One Financial Center, 4th Floor, Boston, Massachusetts, 02111, and at any
adjournments thereof. Shareholders of record on June 11, 2024 (the Record Date”), are eligible to vote at the 2024 Annual
Meeting.
The
solicitation of proxies for use at the 2024 Annual Meeting is being made by the Funds by the mailing on or about July 1, 2024
of the Notice of Joint Annual Meeting of Shareholders. Supplementary solicitations may be made by mail, telephone or personal
interview by officers and Trustees/Directors of the Funds and officers, employees and agents of the Funds’ investment advisor,
ALPS Advisors, Inc. (“AAI” or the “Fund Manager”), and/or its affiliates. Authorization to execute proxies
may be obtained from shareholders through instructions transmitted by telephone or other electronic means. The Funds
will reimburse brokerage firms and others for their expenses in forwarding solicitation material to shareholders. The Funds have
engaged EQ Fund Solutions, LLC, a proxy solicitation firm to assist in the solicitation of proxies with regards to Proposal 1.
The estimated cost of this solicitation, to be borne by the Growth Fund, is $145,000.
The
2024 Annual Meeting is being held to vote on the matters described below:
Growth
Fund: To approve a new Portfolio Management Agreement among the Growth Fund, AAI and Westfield Capital Management Company,
L.P.
Growth
Fund: Elect two Directors to the Board to a three-year term.
Equity
Fund: Elect two Trustees to the Board to a three-year term.
PROPOSAL
1. APPROVAL OF A NEW PORTFOLIO MANAGEMENT AGREEMENT (GROWTH FUND ONLY).
Shareholders
of the Growth Fund are being asked to approve a new Portfolio Management Agreement (see Exhibit A) among the Growth Fund, AAI
and Westfield Capital Management Company, L.P. (“Westfield”) (the “Westfield Agreement” or “New
Agreement”).
The
Multi-Manager Methodology
The
Fund allocates its portfolio assets among a number of independent investment management firms (each a “Portfolio Manager”
and, collectively, the “Portfolio Managers”) recommended by the Fund Manager and approved by the Board, currently
there are three Portfolio Managers for the Growth Fund. Each Portfolio Manager employs a different investment style and/or strategy,
and from time to time the Fund Manager rebalances the Fund’s assets among the Portfolio Managers. The Fund’s multi-manager
methodology is based on the premise that most equity investment management firms consistently employ a distinct investment style
which causes them to emphasize stocks with particular characteristics, and that, because of changing investor preferences and
market fluctuations, any given investment style will move into and out of market favor and will result in better performance under
certain market conditions but poorer market performance under other conditions. The Fund’s multi-manager methodology seeks
to achieve more consistent and less volatile performance over the long term than if a single Portfolio Manager was employed.
The
Portfolio Managers recommended by AAI represent a blending of different styles and/or strategies which, in AAI’s opinion,
is appropriate for the Growth Fund’s investment objective and which is sufficiently broad so that at least one of such styles
can reasonably be expected to be in relative market favor in all reasonably foreseeable market conditions. AAI continuously analyzes
and evaluates the investment performance and portfolios of the Growth Fund’s Portfolio Managers and from time to time recommends
changes in the Portfolio Managers. Such recommendations could be based on factors such as a change in a Portfolio Manager’s
investment style or a Portfolio Manager’s departure from the investment style for which it was selected, changes deemed
by AAI to be potentially adverse in a Portfolio Manager’s personnel, ownership, structure or organization, or a deterioration
in a Portfolio Manager’s investment performance when compared to that of other investment management firms employing similar
investment styles. Portfolio Manager changes may also be made to change the mix of investment styles employed by the Growth Fund’s
Portfolio Managers. Portfolio Manager changes, as well as rebalancing of the Growth Fund’s assets among the Portfolio Managers,
may result in portfolio turnover in excess of what would otherwise be the case. Increased portfolio turnover results in increased
brokerage commission and transaction costs, and may result in the recognition of additional capital gains.
Under
the terms of an exemptive order issued to the Growth Fund and AAI by the U.S. Securities and Exchange Commission (“SEC”),
the Growth Fund may enter into a portfolio management agreement with a new or additional Portfolio Manager recommended by AAI
in advance of shareholder approval, provided that the new agreement is at a fee no higher than that provided in, and includes
terms and conditions substantially similar to, the Growth Fund’s agreements with its other Portfolio Managers, and that
its continuance is subject to approval by shareholders no later than at the Growth Fund’s regularly scheduled annual meeting
of shareholders following the effective date of the portfolio management agreement with the new or additional
Portfolio Manager.
New
Portfolio Management Agreement with Westfield
Since
September 2, 2014, Sustainable Growth Advisers, LP (“Sustainable”) has managed the large cap growth portion of
the Growth Fund’s portfolio. Consistent with the Growth Fund’s multi-manager methodology, AAI deemed it in the best
interest of the Growth Fund to recommend, and the Board approved, the eventual reallocation to Westfield of the large cap growth
portion of the Growth Fund’s portfolio that is managed by Sustainable. Accordingly, the new Westfield Agreement will be
executed following shareholder approval. The Portfolio Management Agreement between the Fund, AAI and Sustainable (the “Sustainable
Agreement” or “Old Agreement”) will continue until after the new agreement with Westfield is approved by shareholders
and the reallocation of the large cap growth portion of the Growth Fund’s portfolio from Sustainable to Westfield, which
is expected to occur following shareholder approval of the Westfield Agreement.
The
hiring of Westfield is intended to enhance the mix of investment styles employed for the Growth Fund’s portfolio. Westfield
manages large cap growth portfolios and follows a fundamental, bottom-up research driven investment process. AAI believes that
Westfield’s growth at a reasonable price investment style that invests in companies with underappreciated earnings growth
will better complement the philosophies of the Growth Fund’s other Portfolio Managers. AAI also believes that Westfield’s
experienced investment team and favorable performance record will benefit the Growth Fund. Based upon these factors, AAI recommended
that the Board approve a Portfolio Management Agreement among the Growth Fund, AAI and Westfield.
Based
upon the foregoing and on AAI’s quantitative and qualitative analyses, AAI recommended, and, on June 6, 2024 the Growth
Fund’s Board approved the hiring of Westfield, subject to shareholder approval. Accordingly, the Westfield Agreement will
be effective following shareholder approval. The Sustainable Agreement, among Sustainable, AAI and the Growth Fund was last approved
by shareholders on May 31, 2018. For the fiscal year ended December 31, 2023, the Growth Fund paid advisory fees of $2,505,758
to AAI and AAI paid advisory fees of $436,653 to Sustainable, $430,788 to Congress Asset Management Company, LLP and $383,017
to Weatherbie Capital, LLC. During the most recent fiscal year, Westfield was not a Portfolio Manager and therefore no fees were
paid to Westfield by the Growth Fund, its affiliated persons or any affiliated person of such persons.
Differences
between the Old and New Portfolio Management Agreements
The
New Agreement is set forth in Exhibit A to this proxy statement. The terms of the New Agreement are materially the same as the
terms of the Old Agreement and there will be no reduction or modification of the nature or level of advisory services. The portfolio
management fee rate to be paid to Westfield under the New Agreement is the same as the fee rate for those services paid to Sustainable
under the Old Agreement. In both cases, the sub-advisory fee is paid by AAI, not the Growth Fund.
Services
Provided by the Portfolio Manager
The
New Agreement essentially provides that Westfield, under the Board’s and AAI’s supervision and subject to the Growth
Fund’s registration statement, will: (1) formulate and implement an investment program for the Fund’s assets assigned
to Westfield; (2) decide what securities to buy and sell for the Fund’s portfolio (or the portion of the Fund’s portfolio
managed by Westfield); (3) select brokers and dealers to carry out portfolio transactions for the Fund (or the portion of the
Fund’s portfolio managed by Westfield); and (4) report results to the Board of the Growth Fund.
Term
of the New Agreement
The
New Agreement provides that it will continue in effect for an initial period beginning on the effective date thereof and ending
on the second anniversary of that date. After that, it will continue in effect from year to year as long as the continuation is
approved at least annually (i) by the Growth Fund’s Board, including a majority of Independent Directors; or (ii) by vote
of a majority of the outstanding voting securities of the Growth Fund.
Compensation
under the New Agreement
For
services provided to the Growth Fund, AAI will pay to Westfield, on or before the 10th day of each calendar month, a fee calculated
and accrued daily and payable monthly by AAI for the previous calendar month at the annual rate of 0.40% of the Portfolio Manager’s
Percentage (“Portfolio Manager’s Percentage” means the percentage obtained by dividing the average daily net
assets in the portion of the Fund’s assets which the Fund Manager determines to assign to the Portfolio Manager (“Portfolio
Manager Account”) by the Fund’s average daily net assets) of the average daily net assets of the Fund up to and including
$300 million; and 0.36% of the Portfolio Manager’s Percentage of the average daily net assets of the Fund exceeding $300
million.
Termination
of the New Agreement
The
New Agreement may be terminated at any time by any party, without penalty, immediately upon written notice to the other parties
in the event of a breach of any provision thereof by a party so notified, or otherwise upon not less than thirty (30) days’
written notice to the Portfolio Manager in the case of termination by the Fund or Fund Manager, or ninety (90) days’ written
notice to the Fund and Fund Manager in the case of termination by the Portfolio Manager. Each New Portfolio Management Agreement
will also terminate upon its assignment (as defined in the Investment Company Act of 1940, as amended (“1940 Act”)).
The 1940 Act defines “assignment” to include, in general, transactions in which a significant change in the ownership
of an investment adviser or its parent company occurs.
Liability
of the Portfolio Manager
The
New Agreement provides that Westfield will not be liable for any action taken, omitted or suffered to be taken by it in its reasonable
judgment, in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred
upon it by the New Agreement, or in accordance with (or in the absence of) specific directions or instructions from the Growth
Fund, except for liability arising from the Westfield’s willful misfeasance, bad faith or gross negligence, a violation
of the standard of care established by and applicable to Westfield in its actions under the New Agreement or breach of its duty
or of its obligations under the New Agreement (provided, however, that the New Agreement shall not be construed to protect Westfield
from liability in violation of Section 17(i) of the 1940 Act).
Board
Evaluation and Recommendation
At
its meeting on June 6, 2024, the Growth Fund’s Board of Directors, including all of the Independent Directors, approved
the New Agreement, subject to shareholder approval. Before approving the New Agreement, the Directors considered management’s
recommendations as to the approval of the New Agreement. As part of the Board’s approval process, legal counsel to the Independent
Directors requested certain information from Westfield, and the Directors received reports from Westfield and AAI that addressed
specific factors to be considered by the Board. The Board’s counsel also provided the Directors with a memorandum regarding
their responsibilities in connection with the approval of the New Agreement.
The
Board did not consider any single factor or particular information that was most relevant to its consideration to approve the
New Agreement and each Director may have afforded different weight to the various factors. In voting to approve the New Agreement,
the Board considered the overall fairness of the Agreement and the factors it deemed relevant with respect to the Growth Fund
including, but not limited to: (1) the nature, extent and quality of the services to be provided to the Growth Fund under the
New Agreement; (2) Westfield’s investment performance ; (3) the fees to be paid by the Fund and the fees charged by Westfield
to other clients, as applicable; (4) whether fee rate levels reflect economies of scale for the benefit of investors; (5) the
costs of the services provided and profits to be realized by Westfield from its relationship with the Fund; and (6) any other
benefits to be derived by Westfield as a result of its relationship with the Fund.
Nature,
Extent and Quality of Services. The Board considered information regarding Westfield’s investment philosophy and process.
This included that AAI believes that Westfield’s growth at a reasonable price investment style that invests in companies
with underappreciated earnings growth will better complement the philosophies of the Growth Fund’s other Portfolio Managers.
In addition, the Board reviewed the background and experience of the personnel who would be responsible for managing the large
cap growth portion of the Growth Fund’s portfolio. The Board also considered Westfield’s compliance program and compliance
record. The Board concluded that the nature, extent and quality of the services to be provided by Westfield were consistent with
the terms of the New Agreement and that the Growth Fund was likely to benefit from services provided by Westfield under the New
Agreement.
Investment
Performance. The Board considered Westfield’s large cap investment performance relative to the Russell 1000® Growth
Index and a comparable peer group. The Board concluded that Westfield’s large cap investment performance has been reasonable.
Fees
and Expenses. In evaluating the New Agreement, the Board reviewed the proposed fee rate for services to be performed by Westfield
on behalf of the Growth Fund. The Board considered that the fee rate to be paid to Westfield under the New Agreement is the same
as the fee rate paid to Sustainable. The Board also noted that the fee schedule for the New Agreement has breakpoints at which
the fee rate declines as the Growth Fund’s assets increase above the breakpoint. The Board concluded that the fees payable
to Westfield under the New Agreement were reasonable in relation to the nature and quality for the services expected to be provided,
taking into account the fee rates that Westfield charges to other clients.
Economies
of Scale. The Board considered Westfield’s representation that it anticipates that it will experience economies of scale
in connection with the services that it provides to the Growth Fund. The Board concluded that the breakpoints in the proposed
fee schedule reflect economies of scale associated with the services to be provided to the Growth Fund that Westfield may realize
as the Growth Fund’s assets increase.
Costs
of Services. The Board considered that the fee under the New Agreement would be paid to Westfield by AAI, not the Fund, and
noted the arm’s-length nature of the relationship between AAI and Westfield with respect to the negotiation of the fee rate
on behalf of the Growth Fund. Accordingly, the Board determined that AAI’s costs and profitability in providing services
to the Growth Fund were generally more relevant to the Board’s evaluation of the fees and expenses paid by the Growth Fund
than Westfield’s costs and profitability. The Board noted that it would be considering AAI’s costs and profitability
in connection with its review of the Growth Fund’s Management Agreement in 2024.
Other
Benefits to be derived by Westfield. The Board considered the potential “fall-out” benefits (including the receipt
of research products and services from unaffiliated brokers) that Westfield might receive in connection with its association with
the Growth Fund. In addition, the Board acknowledged that Westfield’s well-established stand-alone management relationships
independent of the Growth Fund and the regulatory risks Westfield would assume in connection with the management of the Fund.
Based on the foregoing information, the Board concluded that the potential benefits accruing to Westfield by virtue of its relationship
with the Growth Fund appear to be fair and reasonable.
Based
on its evaluation, the Board unanimously concluded that the terms of the New Agreement were reasonable and fair, and that the
approval of the New Agreement was in the best interests of the Growth Fund and its shareholders. The Board unanimously voted to
approve and recommend to the shareholders of the Growth Fund that they approve the New Agreement.
General
Information regarding Westfield
Westfield
is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940. Westfield is 100% employee owned.
Principal
Executive Officers and Directors
The
following are the principal executive officer, certain other officers and directors of Westfield:
| Name
and Address(1) |
Position
with Westfield and Principal Occupation |
| William
Muggia |
President,
CEO and CIO |
| Richard
Lee |
CIO |
| John
Montgomery |
COO |
| Katie
Kearney |
CFO
and CCO |
| Dee
Silveira |
CTO |
| (1) | Westfield
Capital Management, One Financial Center, Boston, MA 02111 |
Other
Funds Managed
In
addition to the management services to be provided to the Growth Fund, Westfield also provides advisory and sub-advisory services
to other investment companies. Information with respect to the assets of and sub-advisory fees payable to Westfield by those funds
having investment objectives similar to those of the Growth Fund is set forth below:
Name of
Comparable
Fund |
Comparable
Fund Assets
(as
of 12/31/2023) |
Comparable Fund
Contractual Fee Rate |
Waivers,
Reductions or
Agreements to
Waive or Reduce
Management Fee |
| Subadvised
Multi-Managed U.S. Mutual Fund |
$1.5
billion |
0.50%
1st $50M;
0.40%
next $450M;
0.35%
above $500M. |
None |
Required
Vote
Approval
of the New Agreement requires the affirmative vote of a “majority of the outstanding voting securities” of the Growth
Fund, which, under the 1940 Act, means the affirmative vote of the lesser of (a) 67% or more of the shares of the Growth 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.
In
the event that the shareholders of the Growth Fund fail to approve the New Agreement with Westfield, the New Agreement will terminate
and AAI will continue with the portfolio assets under management by Sustainable.
THE
BOARD RECOMMENDS THAT SHAREHOLDERS OF THE GROWTH FUND VOTE “FOR” PROPOSAL 1.
PROPOSALS
2 and 3. ELECTION OF TRUSTEES AND DIRECTORS
Introduction
Each
Fund’s Board provides broad oversight over the affairs of its respective Fund. AAI is responsible for the investment management
of the Funds’ assets and AAI’s affiliate, ALPS Fund Services, Inc., provides a variety of administrative services
to each Fund. The officers of each Fund are responsible for its operations.
Each
Fund’s Board is divided into three classes, each of which serves for three years. The term of office of one of the classes
expires at the final adjournment of the Annual Meetings of Shareholders (or special meeting in lieu thereof) each year or such
later date as his or her successor shall have been elected and shall have qualified.
Shares
of the Funds represented by duly executed proxies will be voted as instructed on the proxy. If no instructions are given when
the enclosed proxy is executed and returned, the enclosed proxy will be voted for the election of the following persons to hold
office until final adjournment of the Annual Meeting of Shareholders of the applicable Fund for the year set forth below (or special
meeting in lieu thereof):
Growth
Fund
Nominee |
Title |
Tenure |
| Thomas W. Brock |
Director since 2005 |
Tenure to end 2027 |
| John J. Neuhauser |
Director since 1998 |
Tenure to end 2027 |
Equity
Fund
Nominee |
Title |
Tenure |
| Edmund J. Burke |
Trustee since 2006 |
Tenure to end 2027 |
| Maureen K. Usifer |
Trustee since 2018 |
Tenure to end 2027 |
If
elected, each of the above-named Trustee and Directors has consented to serve as Trustee or Director following the 2024 Annual
Meeting and each is expected to be able to do so. If any of them are unable or for a good cause will not do so at the time of
the 2024 Annual Meeting, proxies will be voted for such substitute as the applicable Board may recommend (unless authority to
vote for the election of Trustees or Directors, as the case may be, has been withheld).
The
Boards of the Funds
The
Funds are governed by their respective Boards. Each Board is responsible for and oversees the overall management and operations
of its respective Fund, which includes the general oversight and review of the Fund’s investment activities, in accordance
with federal law and the law of the Commonwealth of Massachusetts for the Equity Fund and the State of Maryland for the Growth
Fund, as well as such Fund’s stated investment objective and policies. Each Board oversees its respective Fund’s officers
and service providers, including AAI, which is responsible for the management of the Funds’ day-to-day operations, based
on policies and agreements reviewed and approved by the Boards. In carrying out these responsibilities, the Boards regularly interact
with and receive reports from senior personnel of service providers, including AAI’s investment personnel and the Funds’
Chief Compliance Officer (“CCO”). The Boards also are assisted by the Funds’ independent registered public accounting
firm (“Auditors”) (who reports directly to each Fund’s Audit Committee), independent counsel and other experts
as appropriate, all of whom are selected by the Boards.
The
Boards Risk Oversight Responsibilities
Consistent
with their responsibility for oversight of the Funds, the Boards oversee the management of risks relating to the administration
and operation of the Funds. AAI, as part of its responsibilities for the day-to-day operations of the Funds, is responsible for
day-to-day risk management for the Funds. The Boards, in the exercise of their reasonable business judgment, also separately consider
potential risks that may impact the Funds. The Boards perform this risk management oversight directly and, as to certain matters,
through the Audit Committees and through the Board members who are not “interested persons” of the Funds (“Independent
Trustees/Directors”) as defined in Section 2(a)(19) of the 1940 Act. The following provides an overview of the principal,
but not all, aspects of the Boards’ oversight of risk management for the Funds.
In
general, the Funds’ risks include, among others, investment performance and investment risk, credit risk, liquidity risk,
valuation risk, compliance risk and operational risk. The Boards have adopted, and periodically review, policies and procedures
designed to address these and other risks to the Funds. In addition, under the general oversight of the Boards, AAI and other
service providers to the Funds have themselves adopted a variety of policies, procedures and controls designed to address particular
risks to the Funds. Different processes, procedures and controls are employed with respect to different types of risks. Further,
AAI, as the Funds’ investment manager, oversees and regularly monitors the investments, operations and compliance of the
Funds’ investment sub-advisers (referred to herein as “Portfolio Managers”).
The
Boards also oversee risk management of the Funds through review of regular reports, presentations and other information from officers
of the Funds and other persons. Senior officers of the Funds, senior officers of AAI and the Funds’ CCO regularly report
to the Boards on a range of matters, including those relating to risk management. The Boards also regularly receive reports from
AAI with respect to the investments and securities, trading activities of the Funds, as well as the premium or discount to net
asset value at which the Funds’ shares are trading on the New York Stock Exchange (“NYSE”). In addition to regular
reports from AAI, the Boards receive reports regarding other service providers to the Funds, either directly or through AAI or
the Funds’ CCO, on a periodic or regular basis. At least annually, the Boards receive a report from the Funds’ CCO
regarding the effectiveness of the Funds’ compliance program. Also, on an annual basis, the Boards receive reports, presentations
and other information from AAI in connection with the Boards’ consideration of the renewal of the Funds’ agreements
with AAI and the Portfolio Managers.
Senior
officers of the Funds and senior officers of AAI also report regularly to each Fund’s Audit Committee on valuation matters
and on the Funds’ internal controls and accounting and financial reporting policies and practices. In addition, the Audit
Committees receive regular reports from the Funds’ Auditors on internal control and financial reporting matters. On at least
a quarterly basis, the Independent Trustees/Directors meet with the Funds’ CCO to discuss matters relating to the Funds’
compliance programs. The Boards’ oversight role does not make the Boards a guarantor of the Funds’ investments or
activities.
Board
Structure and Related Matters
The
1940 Act requires that at least 40% of the Equity Fund’s Trustees and the Growth Fund’s Directors be Independent Trustees/Directors.
In addition, to rely on certain exemptive rules under the 1940 Act, a majority of each Fund’s Board must be composed of
Independent Trustees/Directors. Currently, all of the Fund’s Trustees or Directors are Independent Trustees/Directors. Thomas
W. Brock, an Independent Trustee/Director, serves as Chairman of each Board. The Chairman’s responsibilities include presiding
at all meetings of the Boards and serving as a liaison with other Trustees/Directors, the Funds’ officers and other management
personnel and counsel to the Funds. The Chairman also performs such other duties as the Boards may from time to time determine.
The
Trustees/Directors discharge their responsibilities collectively as a Board, as well as through the Audit Committees, which operate
pursuant to a charter approved by the respective Board. As summarized below, the Audit Committees oversee specific matters related
to oversight of the Funds’ Auditors. The members and responsibilities of each Board are summarized below.
Each
Board periodically evaluates its structure and composition as well as various aspects of its operations. Each Board believes that
its leadership structure, including its Chairman position, is appropriate for its respective Fund in light of, among other factors,
such Fund’s asset size and nature of its operations and the Board’s responsibilities. The Boards also believe that
the fact that the Chairman is not affiliated with AAI is appropriate in light of the services that AAI and its affiliates provide
to the Funds and the potential conflicts of interest that could arise from these relationships. On an annual basis, the Boards
and the Audit Committees conduct a self-evaluation that considers, among other matters, whether the Boards and the Audit Committees
are functioning effectively and whether, given the size and composition of the Boards and the Audit Committees, the Trustees/Directors
are able to effectively oversee the Funds.
The
Boards hold four regularly scheduled meetings each year. The Boards may hold special meetings, as needed, either in person or
by telephone, to address matters arising between regular meetings. The Independent Trustees/Directors also hold at least one in-person
meeting each year during a portion of which management is not present and may hold special meetings, as needed, either in person
or by telephone.
The
table below sets forth the names, addresses and years of birth of the Trustees/Directors of the Funds, the year each was first
elected or appointed to office, their term of office (which will end on the final adjournment of the annual meeting (or special
meeting in lieu thereof) held in the year set forth in the table), their principal business occupations during at least the last
five years, the number of portfolios overseen by each Trustee/Director in the Fund Complex and their other directorships of public
companies.
NAME
(YEAR
OF
BIRTH)
AND
ADDRESS* |
POSITION
WITH
EQUITY
FUND,
TERM
OF
OFFICE
AND
LENGTH OF
SERVICE |
POSITION
WITH
GROWTH
FUND,
TERM OF
OFFICE
AND
LENGTH OF
SERVICE |
PRINCIPAL
OCCUPATION(S)
DURING PAST
FIVE YEARS |
NUMBER
OF
PORTFOLIOS
IN
FUND
COMPLEX
OVERSEEN
BY TRUSTEE/
DIRECTOR** |
OTHER
DIRECTORSHIPS
HELD |
| Independent Trustees/Directors |
Thomas W. Brock
Year of Birth:
1947 |
Trustee
since
2005; Chairman
since
2015;
Term
expires
2026 |
Director
since
2005; Chairman
since
2015;
Term
expires
2024 |
Chief
Executive Officer, Silver Bay Realty (2016-2017); Acting Chief Executive Officer, Silver Bay
Realty (2016), Director, Silver Bay Realty (2012-2017) |
2 |
Trustee,
1290 Funds (since 2016) |
Edmund
J. Burke
Year of Birth:
1961 |
Trustee
since
2006;
Term
expires
2024
|
Director
since
2006;
Term
expires
2025
|
Mr.
Burke is currently a partner at ETF Action, a web-based system that provides data and analytics to registered investment advisers,
(since 2020) and a Director of Alliance Bioenergy Plus, Inc., technology company focused on emerging technologies in the renewable
energy, biofuels, and bioplastics technology sectors (since 2020). Mr. Burke joined ALPS in 1991 and served as the President
and Director of ALPS Holdings, Inc., and ALPS Advisors, Inc., and Director of ALPS Distributors, Inc., ALPS Fund Services,
Inc., and ALPS Portfolio Solutions Distributor, Inc. (collectively, the “ALPS Companies”). Mr. Burke retired from
the ALPS Companies in June 2019. |
34 |
Trustee,
ALPS ETF Trust (since 2017); Trustee, Financial Investors Trust (since 2009); Trustee, Clough Global Dividend and Income Fund
(since 2004); Trustee, Clough Global Equity Fund (since 2006); Trustee, Clough Global Opportunities Fund (since 2006) |
NAME
(YEAR
OF
BIRTH)
AND
ADDRESS* |
POSITION
WITH
EQUITY
FUND,
TERM
OF
OFFICE
AND
LENGTH OF
SERVICE |
POSITION
WITH
GROWTH
FUND,
TERM OF
OFFICE
AND
LENGTH OF
SERVICE |
PRINCIPAL
OCCUPATION(S)
DURING PAST
FIVE YEARS |
NUMBER
OF
PORTFOLIOS
IN
FUND
COMPLEX
OVERSEEN
BY TRUSTEE/
DIRECTOR** |
OTHER
DIRECTORSHIPS
HELD |
Milton
M. Irvin
Year of Birth:
1949 |
Trustee
since
2018;
Term
expires
2025
|
Director
since
2018;
Term
expires
2026
|
Retired
(2012); Chair, Advisory Board Member Castle Oak Securities (2012-present); Chair, Investment Committee Member Executive Leadership
Council (2006-2020); Chair, Board Member South Carolina State University (2015-2020); Graduate Executive Board Member Wharton
School (2009-2016) |
2 |
None |
John
J. Neuhauser
Year of Birth:
1943 |
Trustee
since
1998;
Term
expires
2025
|
Director
since
1998;
Term
expires
2024
|
Retired.
Formerly, President, St. Michael’s College (2007-2018); University Professor December 2005-2007, Boston College (formerly
Academic Vice President and Dean of Faculties, from 1999-2005, Boston College) |
2 |
None |
NAME
(YEAR
OF
BIRTH)
AND
ADDRESS* |
POSITION
WITH
EQUITY
FUND,
TERM
OF
OFFICE
AND
LENGTH OF
SERVICE |
POSITION
WITH
GROWTH
FUND,
TERM OF
OFFICE
AND
LENGTH OF
SERVICE |
PRINCIPAL
OCCUPATION(S)
DURING PAST
FIVE YEARS |
NUMBER
OF
PORTFOLIOS
IN
FUND
COMPLEX
OVERSEEN
BY TRUSTEE/
DIRECTOR** |
OTHER
DIRECTORSHIPS
HELD |
Maureen
K. Usifer
Year of Birth:
1960 |
Trustee
since
2018;
Term
expires
2024 |
Director
since
2018;
Term
expires
2026 |
Director
PC Construction (2021-Present); Board Member Green Mountain Care Board (2017-2021); Board Advisor, Healthy Living Market (2017-2023);
Board of Trustees, Saint Michael’s College (2015-Present), and Chief Financial Officer, Seventh Generation, Inc. (2012-2016) |
2 |
Director,
BlackRock TCP Capital Corp (2024-Present); Trustee, BlackRock Private Credit Fund (2022-Present); Director, BlackRock Direct
Lending Corp (2024-Present) |
| * | The
address for all Trustees/Directors is: c/o ALPS Fund Services, Inc., 1290 Broadway, Suite
1000, Denver, CO 80203. |
| ** | The
Fund Complex for the Funds includes any registered investment company advised by ALPS
Advisors, Inc. or any registered investment company sub-advised by Aristotle Capital
Management, LLC, Congress Asset Management Company, LLP, Fiduciary Management, Inc.,
Pzena Investment Management, LLC, Sustainable Growth Advisers, LP, TCW Investment Management
Company, Weatherbie Capital, LLC, and Westfield Capital Management Company, L.P. |
The
Boards believe that the significance of each Trustee’s/Director’s experience, qualifications, attributes or skills
is an individual matter (meaning that experience that is important for one Trustee/Director may not have the same value for another)
and that these factors are best evaluated at the board level, with no single Trustee/Director, or particular factor, being indicative
of board effectiveness. In addition to the information set forth in the table above and other relevant qualifications, experience,
attributes or skills applicable to a particular Trustee/Director, the following provides further information about the qualifications
and experience of each Trustee/Director.
Independent
Trustees/Directors
Thomas
W. Brock: Mr. Brock has extensive investment management and organizational management experience as chief executive officer of
an SEC-registered investment adviser, chairperson and trustee of an open-end investment company, adjunct graduate business school
professor and multiple years of service as a Trustee of the Equity Fund and Director of the Growth Fund.
Edmund
J. Burke: Mr. Burke has extensive management and operational experience in the investment management industry as former chief
executive officer and president of AAI’s parent company, a financial services holding company, a former director of AAI
and certain of its affiliated companies, trustee, chairman and president of an open-end investment company, trustee and president
of closed-end investment companies and multiple years of service as a Trustee of the Equity Fund and a Director of the Growth
Fund.
Milton
M. Irvin: Mr. Irvin has extensive experience in the financial services industry. He has served as a board member for universities
and graduate schools. Mr. Irvin has also served as an investment committee member for a not-for-profit entity and has multiple
years of service as a Trustee of the Equity Fund and Director of the Growth Fund.
John
J. Neuhauser: Dr. Neuhauser has extensive investment management experience as an investment company trustee and executive management
experience in higher education as a university president, vice president, dean and professor and multiple years of service as
a Trustee of the Equity Fund and Director of the Growth Fund.
Maureen
K. Usifer: Ms. Usifer has extensive financial accounting experience as an audit committee chairperson and SEC financial expert
of a business development fund. She has served as a board member in a financial regulatory oversight position for the state of
Vermont and a trustee for a private college, serving on the operations and audit committee. Ms. Usifer has also served as chief
financial officer of both public and private companies and has multiple years of service as a Trustee of the Equity Fund and Director
of the Growth Fund.
During
the fiscal year ended December 31, 2023, the Growth Fund Board held four meetings, the Equity Fund Board held four meetings, and
the Audit Committees held four meetings. Each of these Board and Audit Committee meetings, were held jointly by the Funds. All
sitting Trustees/Directors were present at all meetings. The Funds do not have a formal policy on Trustee/Director attendance
at annual meetings of shareholders. None of the Trustees/Directors attended the Funds’ 2023 annual meetings of shareholders.
Shareholders
may communicate with the Trustees/Directors as a group or individually. Any such communications should be sent to the Funds’
Boards or an individual Trustee/Director in writing, c/o the Secretary of the Liberty All-Star Funds, 1290 Broadway, Suite 1000,
Denver, CO 80203. The Secretary may determine not to forward any letter to the Board or a Trustee/Director that does not relate
to the business of the Funds.
Principal
Officers
Each
person listed below serves as an officer of the Funds. The Boards elect the Funds’ officers each year. Each Fund officer
holds office until his or her successor is duly elected by the Board and qualified or his or her removal, resignation or death.
Each Fund officer serves at the pleasure of the Board. The following table provides basic information about the officers of the
Funds as of the date of this Proxy Statement, including their principal occupations during the past five years, although their
specific titles may have varied over that period.
Name
(Year of Birth)
and Address* |
Position with
the Fund |
Year First
Elected or
Appointed to
Office |
Principal
Occupation(s) During Past Five Years |
Mark T. Haley, CFA
(1964) |
President |
2023 |
President of
the Liberty All-Star Funds (since April 2023); Senior Vice President of the Liberty All-Star Funds (January 1999-April 2023);
Senior Vice President, ALPS Advisors, Inc. (“AAI”) (since 2022); Vice President, AAI (2006-2021); Vice President,
Banc of America Investment Advisors (1999-2006). Mr. Haley is deemed an affiliate of the Funds as defined under the 1940 Act. |
Robert
Milas,
CFA,
CAIA
(1966)
|
Vice
President |
2022 |
Vice President
of the Liberty All-Star Funds (since December 2022); Director of Research, ALPS Advisors, Inc. (since 2022); Chief Investment
Officer, Alpha Pension Group (2018-2022). Mr. Milas is deemed an affiliate of the Fund as defined under the 1940 Act. |
Erich Rettinger
(1985) |
Treasurer |
2021 |
Vice President of ALPS
Advisors, Inc. (since 2021); Vice President and Fund Controller of ALPS Fund Services, Inc. (2013-2021). Mr. Rettinger is also
Treasurer of Principal Real Estate Income Fund and ALPS ETF Trust and President of ALPS Variable Investment Trust. Mr. Rettinger is
deemed an affiliate of the Fund as defined under the 1940 Act. |
Matthew Sutula
(1985) |
Chief
Compliance Officer |
2019 |
Chief Compliance
Officer of ALPS Advisors, Inc. (“AAI”) (since 2016). Prior to his current role, Mr. Sutula served as Compliance
Manager and Senior Compliance Analyst for AAI, as well as Compliance Analyst for ALPS, he spent seven years at Morningstar,
Inc. in various analyst roles supporting the registered investment company databases. Mr. Sutula is also Chief Compliance
Officer of ALPS ETF Trust, Principal Real Estate Income Fund and ALPS Variable Investment Trust. Mr. Sutula is deemed an affiliate
of the Fund as defined under the 1940 Act. |
Name
(Year of Birth)
and Address* |
Position with
the Fund |
Year
First
Elected
or
Appointed
to
Office |
Principal
Occupation(s) During Past Five Years |
Sareena
Khwaja-Dixon
(1980) |
Secretary |
2016 |
Managing Counsel
of ALPS Fund Services, Inc. (“ALPS”) (since 2024); Principal Legal Counsel and Vice President of ALPS (2020-2024);
Senior Counsel and Vice President of ALPS (2015-2020). Ms. Khwaja-Dixon is also Assistant Secretary of RiverNorth Opportunities
Fund, Inc., RiverNorth Flexible Municipal Income Fund II, Inc., RiverNorth Managed Duration Municipal Income Fund II, Inc.,
RiverNorth Capital and Income Fund, Inc., RiverNorth/DoubleLine Strategic Opportunity Fund, Inc., RiverNorth Flexible Municipal
Income Fund, Inc., RiverNorth Managed Duration Municipal Income Fund, Inc., RiverNorth Funds, and RiverNorth Opportunistic
Municipal Income Fund, Inc. Ms. Khwaja-Dixon is deemed an affiliate of the Fund as defined under the 1940 Act. |
Gina Meyer
(1980) |
Assistant Treasurer |
2024 |
Vice President of ALPS Advisors, Inc. (since 2023); Vice President, Sr. Relationship Manger
at Northern Trust (August 2022 to October 2023); Client Engagement Manager at Standish Management (July 2021 to August 2022); and Fund
Controller and Client Relationship Manager at ALPS Fund Services, Inc. (November 2012 to June 2021). Ms. Meyer is also Treasurer of ALPS
Variable Investment Trust. Ms. Meyer is deemed an affiliate of the Fund as defined under the 1940 Act. |
Audit
Committee
The
Funds have separately designated Audit Committees. Messrs. Brock, Burke, Irvin and Neuhauser and Ms. Usifer (Committee Chairman)
are members of the Audit Committee of each Fund. Each Fund’s Audit Committee is comprised only of Board members who are
“independent” (as defined in the NYSE Listing Standards for trustees/directors of closed-end investment companies)
of the Funds and who are also not “interested persons” (as defined under the 1940 Act) of the Funds. Each Board has
determined, in accordance with NYSE Listing Standards that each member of the Audit Committees is financially literate and has
determined that Ms. Usifer is each Fund’s “audit committee financial expert,” as defined in the rules promulgated
by the SEC, and as required by NYSE Listing Standards.
Each
Audit Committee has adopted a written Audit Committee charter that sets forth the Audit Committee’s structure, duties and
powers and methods of operation. A copy of the Audit Committee Charter is available on the Funds’ website at www.all-starfunds.com.
The principal function of each Audit Committee is to assist Board oversight of: (1) the integrity of the Funds’ financial
statements; (2) the Funds’ compliance with legal and regulatory requirements; (3) the qualifications and independence of
the independent registered public accounting firm (also referred to herein as the Auditors); (4) the performance of AAI’s
internal audit function; and (5) the performance of the Auditors. Each Audit Committee is directly responsible for the appointment,
compensation, retention and oversight of the work of the Auditors (including the resolution of disagreements between management
and the Auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other review
or attest services for the Fund.
Audit
Committee Report
In
performing its oversight function, at a meeting held on February 22, 2024, the Audit Committee reviewed and discussed with management
of the Funds and the independent accountant, Cohen & Company, Ltd. the audited financial statements of the Funds as of and
for the fiscal year ended December 31, 2023, and discussed the audit of such financial statements with the independent accountant.
In
addition, the Audit Committee discussed with the independent accountant the accounting principles applied by the Funds and such
other matters brought to the attention of the Audit Committee by the independent accountant required by the Public Company Accounting
Oversight Board (“PCAOB”). The Audit Committee also received from the independent accountant the written disclosures
and letters required by the PCAOB, and discussed the relationship between the independent accountant and the Funds and the impact
that any such relationships might have on the objectivity and independence of the independent accountant.
As
set forth above, and as more fully set forth in the Charter, the Audit Committee has significant duties and powers in its oversight
role with respect to each Fund’s financial reporting procedures, internal control systems and the independent audit process.
The
members of the Audit Committees are not, and do not represent themselves to be, professionally engaged in the practice of auditing
or accounting and are not employed by the Funds for accounting, financial management or internal control purposes. Moreover, each
Audit Committee relies on and makes no independent verification of the facts presented to it or representations made by management
or the independent verification of the facts presented to it or representation made by management or the Funds’ independent
accountant. Accordingly, the Audit Committee’s oversight does not provide an independent basis to determine that management
has maintained appropriate accounting and/or financial reporting principles and policies, or internal controls and procedures
designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s
considerations and discussions referred to above do not provide assurance that the audit of each Fund’s financial statements
has been carried out in accordance with generally accepted accounting standards or that the financial statements are presented
in accordance with generally accepted accounting principles.
Based
on its consideration of the audited financial statements and the discussions referred to above with management and the Funds’
independent accountant, and subject to the limitations on the responsibilities and role of the Audit Committee set forth in the
Charter and those discussed above, each Audit Committee recommends that each Fund’s audited financial statements, subject
to the modifications discussed at the February 22, 2024 Audit Committee meeting, be included in each Fund’s Annual Report
for the fiscal year ended December 31, 2023.
SUBMITTED
BY THE AUDIT COMMITTEE OF EACH FUND’S BOARD OF TRUSTEES/DIRECTORS
Thomas W. Brock
Edmund J. Burke |
Milton M. Irvin
John J. Neuhauser
Maureen K. Usifer |
Nomination
Information
Each
Fund’s Nominating and Governance Committee of the Board of Trustees/Directors (“Nominating and Governance Committee”
or the “Committee”) is comprised of five independent Trustees/Directors namely Messrs. Brock, Burke, Irvin and Neuhauser
(Committee Chairman) and Ms. Usifer. Each Fund’s Nominating and Governance Committee operates pursuant to a Nominating and
Governance Committee Charter (the “Charter”) that was most recently reviewed and approved by the Committee on December
8, 2023. The Nominating and Governance Committee met twice during the fiscal year ended December 31, 2023. The Charter states
that meetings will be held on an as-needed basis, but no less than annually. Each Fund’s Nominating and Governance Committee
is responsible for identifying and recommending to the Board of Trustees/Directors individuals believed to be qualified to become
Board members in the event that a position is vacated or created, and to evaluate the effectiveness of the Board in governing
and overseeing the management of the respective Fund.
The
Nominating and Governance Committee will consider Trustee/Director candidates recommended by shareholders. In considering candidates
submitted by shareholders, the Nominating and Governance Committee will take into consideration the needs of the Board of Trustees/Directors,
the qualifications of the candidate and the interests of shareholders. Shareholders wishing to recommend candidates to the Nominating
and Governance Committee should submit such recommendations to the Secretary of the Funds at 1290 Broadway, Suite 1000, Denver,
CO 80203, who will forward the recommendations to the Committee for consideration. Shareholders wishing to nominate a candidate
to be considered at an annual or special meeting must provide timely notice to the Funds and be entitled to vote on the nominee
at the time notice is given. All information packages regarding a candidate that are satisfactorily completed in accordance with
the Committee’s Charter will be forwarded to the full Boards for consideration. Recommendations for candidates will be evaluated
in light of whether the number of Trustees/Directors of a Fund is expected to be increased and in light of anticipated vacancies.
The Committee has the sole discretion whether to seek corrections of a deficient submission or to exclude a nominee from consideration.
Shareholders
may submit for the Committee’s consideration recommendations regarding potential independent Board member nominees. The
Committee Charter (which is available at www.all-starfunds.com) includes Independent Trustee/Director qualifications and criteria
that the Committee will assess in determining whether it will consider a shareholder’s submission. In addition, the By-Laws
of each Fund contain detailed requirements regarding qualifications for Independent Trustees/Directors and information that must
be included with any nomination for Independent Trustee/Director or shareholder proposal.
The
following are some of the requirements and criteria in the Committee Charter and By-Laws:
| (a) | The
nominee must satisfy all qualifications provided under the Committee Charter and in the
Fund’s organizational documents, including qualification as a possible independent
Board member. |
| (b) | The
nominee may not be the nominating shareholder, a member of the nominating shareholder
group or a member of the immediate family of the nominating shareholder or any member
of the nominating shareholder group. |
| (c) | Neither
the nominee nor any member of the nominee’s immediate family may be currently employed
or employed within the last year by any nominating shareholder entity or entity in a
nominating shareholder group. |
| (d) | Neither
the nominee nor any immediate family member of the nominee is permitted to have accepted
directly or indirectly, during the year of the election for which the nominee’s
name was submitted, during the immediately preceding calendar year, or during the year
when the nominee’s name was submitted, any consulting, advisory, or other compensatory
fee from the nominating shareholder or any member of a nominating shareholder group. |
| (e) | The
nominee may not be an executive officer, Trustee/Director (or person fulfilling similar
functions) of the nominating shareholder or any member of the nominating shareholder
group, or of an affiliate of the nominating shareholder or any such member of the nominating
shareholder group. |
| (f) | The
nominee may not control (as that term is defined under the 1940 Act) the nominating shareholder
or any member of the nominating shareholder group (or, in the case of a holder or member
that is a fund, an interested person of such holder or member as defined by Section 2(a)(19)
of the 1940 Act). |
| (g) | A
shareholder or shareholder group may not submit for consideration a nominee who has previously
been considered by the Committee. |
The
following is a summary of requirements in the Funds’ By-Laws that must be provided to a Fund regarding the shareholder or
shareholder group submitting a proposed nominee and that will be considered by the Committee:
| (a) | Information
on the proposed nominee, including name, address, age and occupation. |
| (b) | Information
on shares owned beneficially and of record. |
| (c) | Descriptions
of any agreements, arrangements, or understandings (including profit interest or options)
involving the Proposed Nominee and any other shareholder of record or beneficially. |
| (d) | A
description of all commercial and business relationships and all transactions the Proposed
Nominee has had with any other shareholder of record or beneficially. |
| (e) | A
representation that the Proposed Nominee will qualify as a non-interested Trustee/Director
under Section 2(a)(19) of the 1940 Act and rules thereunder. |
| (f) | A
representation that the Proposed Nominee meets the Trustee/Director Qualifications set
forth on Article III of the Fund’s By-Laws. |
| (g) | Such
other information requested by the Committee required to be disclosed in a proxy statement. |
| (h) | Written
consent of the Proposed Nominee to being named a nominee and to serving as a Trustee/Director. |
| (i) | A
certificate that the Proposed Nominee will not become a party to any agreement, arrangement
or understanding not disclosed to the Fund. |
The
nominee must provide to the Committee all information requested by the Committee that is related to the requirements and criteria
in the Committee Charter and By-Laws.
When
considering prospective nominees, the Nominating and Governance Committee may consider, among other things, a prospective nominee’s
general experience, qualifications, attributes and such other qualifications as the Committee may deem appropriate from time to
time. These qualifications may include whether prospective nominees have distinguished records in their primary careers, unimpeachable
integrity and substantive knowledge in areas important to the Board’s operations, such as background or education in finance,
auditing, securities law, the workings of the securities markets or investment advice. For candidates to serve as Independent
Trustees/Directors, independence from the Funds’ investment adviser, its affiliates and other principal service providers
is critical, as is an independent and questioning mind-set. In each case, the Committee will evaluate whether a candidate is an
“interested person” under the 1940 Act. The Committee will also consider whether a prospective candidate’s workload
should allow him or her to attend the vast majority of Board meetings, be available for service on Board committees and devote
the additional time and effort necessary to stay apprised of Board matters and the rapidly changing regulatory environment in
which the Funds operate. Different substantive areas may assume greater or lesser significance at particular times, in light of
a Board’s present composition and its perceptions about future issues and needs. In considering nominees, the Committee
will also consider the diversity of the Boards with respect to professional experience, education, skill and viewpoint.
The
Nominating and Governance Committee will initially evaluate prospective candidates on the basis of their resumes, considered in
light of the criteria discussed above. Those prospective candidates that appear likely to be able to fill a significant need of
the Boards would be contacted by an Independent Trustee/Director by telephone to discuss the position; if there appears to be
sufficient interest, an in-person meeting with one or more Independent Trustees/Directors will be arranged. If the Committee,
based on the results of these contacts, believes it has identified a viable candidate, it will air the matter with the full Boards
for input. Any request by Fund management to meet with the prospective candidate would be given appropriate consideration. The
Funds have not paid a fee to third parties to assist in finding nominees.
Compensation
The
Nominating and Governance Committee reviews the compensation of the Independent Trustees/Directors. The following table shows,
for the fiscal year ended December 31, 2023, the compensation received from each Fund by the Trustees/Directors and the aggregate
compensation paid to the Trustees/Directors for service on the Boards of funds within the Fund Complex. Neither Fund has a bonus,
profit sharing or retirement plan.
| |
Aggregate
Compensation
from the
Equity Fund |
Aggregate
Compensation
from the
Growth Fund |
Total
Compensation
from the
Fund
Complex* |
| Independent
Trustees/Directors |
|
|
|
| Thomas
W. Brock |
$71,989 |
$27,011 |
$99,000 |
| Edmund
J. Burke |
$60,359 |
$22,641 |
$435,000 |
| Milton
M. Irvin |
$60,359 |
$22,641 |
$83,000 |
| John
J. Neuhauser |
$64,720 |
$24,280 |
$89,000 |
| Maureen
K. Usifer |
$64,720 |
$24,280 |
$89,000 |
| * | The
Fund Complex for the Funds includes any registered investment company advised by ALPS
Advisors, Inc. or any registered investment company sub-advised by Aristotle Capital
Management, LLC, Congress Asset Management Company, LLP, Fiduciary Management, Inc.,
Pzena Investment Management, LLC, Sustainable Growth Advisers, LP, TCW Investment Management
Company, Weatherbie Capital, LLC, and Westfield Capital Management Company, L.P. |
Share
Ownership
The
following table shows the dollar range of equity securities beneficially owned by each Trustee/Director as of December 31, 2023
(i) in each of the Funds and (ii) in all funds overseen by the Trustee/Director in the Fund Complex.
| Name
of Trustee/Director |
Dollar
Range of
Equity Securities
Owned in the
Equity Fund |
Dollar
Range of
Equity
Securities
Owned
in the
Growth
Fund |
Aggregate
Dollar
Range of Equity
Securities Owned
in
All Funds
Overseen by
Trustee/Director
in
Family of
Investment
Companies* |
| Independent
Trustees/Directors |
|
|
|
| Thomas
W. Brock |
$500,001-$1,000,000 |
$100,001-$500,000 |
$500,001-$1,000,000 |
| Edmund
J. Burke |
$10,001-$50,000 |
$10,001-$50,000 |
$10,001-$50,000 |
| Milton
M. Irvin |
$10,001-$50,000 |
$10,001-$50,000 |
$50,001-$100,000 |
| John
J. Neuhauser |
$100,001-$500,000 |
$10,001-$50,000 |
$100,001-$500,000 |
| Maureen
K. Usifer |
$10,001-$50,000 |
$10,001-$50,000 |
$50,001-$100,000 |
| * | The
Funds’ Family of Investment Companies is comprised of the Equity Fund and the Growth
Fund. |
The
following table shows the ownership of the Trustees/Directors and Executive Officers in each of the Fund’s shares as of
December 31, 2023. Each Trustee and Executive Officer and all Trustees and Executive Officers as a group owned less than 1% of
the Fund’s outstanding shares of each Fund as of December 31, 2023.
| Name
of Trustee/Director and Executive Officer |
Number of
Shares Owned
In
the Equity
Fund |
Number of
Shares Owned
In
the Growth
Fund |
| Independent
Trustees/Directors |
|
|
| Thomas
W. Brock |
85,000 |
60,142 |
| Edmund
J. Burke |
2,500 |
2,800 |
| Milton
M. Irvin |
7,008 |
8,378 |
| John
J. Neuhauser |
18,448 |
3,057 |
| Maureen
K. Usifer |
4,400 |
4,800 |
| Executive
Officers |
|
|
| Mark
T. Haley |
127,029 |
114,059 |
| Erich
Rettinger |
0 |
0 |
| All
Trustees/Directors and Executive Officers as a Group |
244,385 |
193,236 |
Since
the beginning of each Fund’s most recently completed fiscal year, no Trustee/Director purchased or sold securities exceeding
1% of the outstanding securities of any class of shares of AAI or any Portfolio Manager or of such entity’s parents or subsidiaries.
As
of December 31, 2023, 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.
Required
Vote
Each
nominee will be voted on separately. The election of the Trustees of the Equity Fund and the Directors of the Growth Fund is by
the affirmative vote of a majority of the total number of votes entitled to be cast thereon. Since two Trustees of the Equity
Fund and two Directors of the Growth Fund are to be elected, each must receive a majority of the total number of votes entitled
to be cast at the 2024 Annual Meeting in order to be elected. In the event a candidate does not get a majority of the votes, he
or she will hold over in accordance with applicable state law and each Fund’s organization documents.
THE
BOARDS RECOMMEND THAT SHAREHOLDERS OF EACH FUND VOTE “FOR” EACH NOMINEE IN PROPOSALS 2 AND 3.
OTHER
BUSINESS
The
Boards know of no other business to be brought before the 2024 Annual Meeting. However, if any other matters properly come before
the 2024 Annual Meeting, it is the intention of the Boards that proxies that do not contain specific instructions to the contrary
will be voted on such matters in accordance with the judgment of the persons designated therein as proxies.
OTHER
INFORMATION
The
December 31, 2023 Annual Report for each Fund was mailed to shareholders prior to this Proxy Statement. You may obtain an additional
copy of the Annual Report and/or the Semi-Annual Report for each Fund, free of charge, by writing to the Fund c/o ALPS Fund Services,
Inc., 1290 Broadway, Suite 1000, Denver, CO 80203, or by calling 1-800-241-1850. An electronic copy of the Annual Report and the
Semi-Annual Report for each Fund are available at www.all-starfunds.com.
MANAGEMENT
AAI,
1290 Broadway, Suite 1000, Denver, CO 80203, is the Funds’ investment adviser. Pursuant to its Fund Management Agreements
with the Funds, AAI implements and operates the Funds’ multi-manager methodology and has overall supervisory responsibility
for the general management and investment of the Funds’ assets, subject to the Funds’ investment objectives and policies
and any directions of the Trustees/Directors. AAI recommends to the Boards the investment management firms (currently five for
the Equity Fund and three for the Growth Fund) for appointment as Portfolio Managers of the Funds. ALPS Fund Services, Inc., 1290
Broadway, Suite 1000, Denver, Colorado, 80203, an affiliate of AAI, provides administrative services to the Funds under an Administration,
Bookkeeping and Pricing Services Agreement with each Fund.
The
names and addresses of the Funds’ current Portfolio Managers are as follows:
Equity
Fund
Aristotle
Capital Management, LLC
11100 Santa Monica Blvd.,
Los Angeles, CA 90025
Fiduciary
Management, Inc.
790 North Water Street
Milwaukee, Wisconsin 53202
Pzena
Investment Management, LLC
320 Park Avenue
New York, NY 10022
Sustainable
Growth Advisers, LP
3 Stamford Plaza
301 Tresser Boulevard
Stamford, CT 06901
TCW
Investment Management Company
515 South Flower Street
Los Angeles, CA 90071 |
Growth
Fund
Congress
Asset Management Company, LLP
Two Seaport Lane
Boston, MA 02210
Sustainable
Growth Advisers, LP
3 Stamford Plaza
301 Tresser Boulevard
Stamford, CT 06901
Weatherbie
Capital, LLC
265 Franklin Street
Boston, MA 02110
Westfield
Capital Management Company, L.P.
One
Financial Center
Boston,
MA 02111 |
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The
Boards selected Cohen & Company, Ltd. (“Cohen”) to serve as the Funds’ independent registered public accountants.
Cohen serves as the Auditors for each Fund and provides audit services, audit-related services, tax services and/or other services
to the Funds. Representatives of Cohen are not expected to be present or be available to answer questions at the 2024 Annual Meeting
but have been given the opportunity to make a statement if they so desire and will be available should any matter arise requiring
their presence.
Pre-Approval
of Audit and Non-Audit Services
Each
Fund’s Audit Committee is required to pre-approve the engagement of the Fund’s Auditor to provide audit and non-audit
services to the Fund and non-audit services to AAI or any entity controlling, controlled by or under common control with AAI that
provides ongoing services to the Fund (“AAI Affiliates”), if the engagement relates directly to the operations or
financial reporting of the Fund, including the fees and other compensation to be paid to the Auditor.
The
Funds’ Audit Committees have adopted a Policy for Engagement of Auditors for Audit and Non-Audit Services (“Policy”).
The Policy sets forth the understanding of the Audit Committees regarding the engagement of the Funds’ Auditors to provide:
(i) audit and permissible audit-related, tax and other services to the Funds; (ii) non-audit services to AAI and AAI Affiliates,
if the engagement relates directly to the operations or financial reporting of a Fund; and (iii) other audit and non-audit services
to AAI and AAI Affiliates. Unless a type of service receives general pre-approval under the Policy, it requires specific pre-approval
by the Audit Committees if it is to be provided by the Auditors. Pre-approval of non-audit services to the Funds, AAI or AAI Affiliates
may be waived provided that the “de minimis” requirements set forth in the SEC’s rules relating to pre-approval
of non-audit services are met.
Under
the Policy, the Audit Committees may delegate pre-approval authority to any pre-designated member or members who are Independent
Trustees/Directors. The member(s) to whom such authority is delegated must report, for informational purposes only, any pre-approval
decisions to the applicable Audit Committee at its next regular meeting. The Audit Committees’ responsibilities with respect
to the pre-approval of services performed by the Auditors may not be delegated to management.
The
Policy requires the Fund Treasurer and/or Director of Fund Administration to submit to the Audit Committees, on an annual basis,
a schedule of the types of services that are subject to general pre-approval. The schedule(s) provide a description of each type
of service that is subject to general pre-approval and, where possible, will provide estimated fee caps for each instance of providing
each service. The Audit Committees will review and approve the types of services and review the projected fees for the next fiscal
year and may add to, or subtract from, the list of general pre-approved services from time to time based on subsequent determinations.
That approval acknowledges that each Fund’s Audit Committee is in agreement with the specific types of services that the
Auditors will be permitted to perform.
Fees
Paid to Independent Registered Public Accounting Firm
The
following table sets forth for each Fund the aggregate fees charged by Cohen for the fiscal year ended December 31, 2023 and December
31, 2022 for professional services rendered for (a) all audit and non-audit services provided directly to the Fund and (b) those
non-audit services provided to AAI and AAI Affiliates that relate directly to the Funds’ operations and financial reporting
under the following captions:
| (i) | Audit
Fees - fees related to the audit and review of the financial statements included in annual
reports and registration statements, and other services that are normally provided in
connection with statutory and regulatory filings or engagements. |
| (ii) | Audit-Related
Fees - fees related to assurance and related services that are reasonably related to
the performance of the audit or review of financial statements, but not reported under
“Audit Fees.” |
| (iii) | Tax
Fees - fees associated with tax compliance, tax advice and tax planning, including services
relating to the filing or amendment of federal, state or local income tax returns, regulated
investment company qualification reviews, and reviews of calculations of required distributions
to avoid excise tax. |
| (iv) | All
Other Fees - fees for products and services provided to the Fund by Cohen other than
those reported under “Audit Fees,” “Audit-Related Fees” and “Tax
Fees.” |
| |
Fiscal
Year |
Audit
Fees |
Audit-
Related
Fees |
Tax
Fees |
All
Other
Fees |
Aggregate
Non-Audit
Fees
(Audit
Related
+
Tax
Fees) |
| Equity
Fund |
2022 |
$18,000 |
$0 |
$3,500 |
$0 |
$3,500 |
| |
2023 |
$18,000 |
$0 |
$3,500 |
$0 |
$3,500 |
| Growth
Fund |
2022 |
$16,500 |
$0 |
$3,500 |
$0 |
$3,500 |
| |
2023 |
$16,500 |
$0 |
$3,500 |
$0 |
$3,500 |
| AAI
& AAI Affiliates |
2022 |
$0 |
$0 |
$0 |
$0 |
$0 |
| (relating
directly to the operating and financial reporting of the Equity Fund) |
2023 |
$0 |
$0 |
$0 |
$0 |
$0 |
| AAI
& AAI Affiliates |
2022 |
$0 |
$0 |
$0 |
$0 |
$0 |
| (relating
directly to the operating and financial reporting of the Growth Fund) |
2023 |
$0 |
$0 |
$0 |
$0 |
$0 |
During
the Funds’ fiscal years ended December 31, 2023 and 2022, no services described under “Audit-Related Fees,”
“Tax Fees” or “All Other Fees” were approved pursuant to the de minimis exception set forth in paragraph
(c)(7)(i)(C) of Rule 2-01 of Regulation S-X. All of the “Audit Fees,” “Audit-Related Fees” and “Tax
Fees” by Cohen were pre-approved by each Fund’s Audit Committee. Each Fund’s Audit Committee has determined
that the provision by Cohen of non-audit services to AAI and/or AAI Affiliates that were not pre-approved by the Audit Committee
(because such services did not relate directly to the operations and financial reporting of the Funds) was compatible with
maintaining the independence of Cohen as the Funds’ Auditors. All services provided by Cohen to a Fund for the fiscal years
ended December 31, 2023 and 2023 that were required to be pre-approved by the Audit Committees were pre-approved.
INFORMATION
ABOUT THE 2024 ANNUAL MEETING
Solicitation
of Proxies
The
solicitation of proxies for use at the 2024 Annual Meeting is being made primarily by the Funds by the mailing on or about June 28,
2024 of the Notice of Joint Annual Meeting of Shareholders, this Proxy Statement and the accompanying proxy card. Supplementary
solicitations may be made by mail, telephone or personal interview by officers and Trustees/Directors of the Funds and officers,
employees and agents of AAI, and/or its affiliates and by EQ Fund Solutions, LLC, the solicitation firm that has been engaged to
assist in the solicitation of proxies. Authorization to execute proxies may be obtained from shareholders through instructions
transmitted by telephone or other electronic means.
The
Board has set the close of business on June 11, 2024 as the record date (“Record Date”), and only shareholders of
record on the Record Date will be entitled to vote on the Proposals and any other matters at the 2024 Annual Meeting. Additional
information regarding outstanding shares and voting your proxy is included below.
Voting
Rights
Only
shareholders of record of the Funds on the Record Date may vote. Shareholders of record on the Record Date are entitled to be
present and to vote at the 2024 Annual Meeting. Each share or fractional share is entitled to one vote or fraction thereof.
Each
Fund’s Shareholders will vote separately on each proposal with respect to that Fund. If you are a Shareholder of more than
one Fund, you will be voting on each proposal separately with respect to each Fund in which you hold shares.
Each
proxy solicited by the Boards that is properly executed and returned in time to be voted at the 2024 Annual Meeting will be voted
at the 2024 Annual Meeting in accordance with the instructions on the proxy. If no specification is made on a proxy, it will be
voted FOR the election of the Trustee/Directors of the Funds named under Proposals 2 and 3. Any proxy may be revoked at any time
prior to its use by written notification received by the Funds’ Secretary, by the execution and delivery of a later-dated
proxy or by attending the 2024 Annual Meeting and voting. Any letter of revocation or later-dated proxy must be received by the
Funds prior to the 2024 Annual Meeting and must indicate your name and account number to be effective. Proxies voted by telephone
or Internet may be revoked at any time before they are voted at the 2024 Annual Meeting in the same manner that proxies voted
by mail may be revoked.
For
Proposal 1, the Funds understand that the NYSE has taken the position that broker-dealers that are members of the NYSE and that
have not received instructions from a customer prior to the date specified in the broker-dealer firms’ request for voting
instructions may not vote such customer’s shares on a new investment advisory contract and other material matters. Therefore,
NYSE broker-dealers that have not received customer instructions will not be permitted to vote customer shares with respect to
Proposal 1. A signed proxy card or other authorization by a beneficial owner of Fund shares that does not specify how the beneficial
owner’s shares are to be voted on a proposal will be deemed to be an instruction to vote such shares in favor of the applicable
proposal.
Abstentions
and broker non-votes will be counted as present for purposes of determining whether a quorum is present “Broker non-votes”
occur where: (i) shares represented at the Meeting are held by brokers or nominees, typically in “street name”; (ii)
instructions have not been received from the beneficial owners or persons entitled to vote the shares; and (iii) the broker or
nominee does not have discretionary voting power on a particular matter. Abstentions or broker non-votes will have the effect
of a vote against each proposal.
Quorum;
Adjournment
For
each Fund, a majority of the shares outstanding on the Record Date and entitled to vote, present and in person or represented
by proxy, constitutes a quorum for the transaction of business by the shareholders of the Funds at the 2024 Annual Meeting. Assuming
the presence of a quorum, for the purposes of Proposals 1, 2 and 3, the failure to return a properly executed proxy card or otherwise
authorized proxy, an abstention or a broker non-vote, if any, will have the same effect as a vote against each proposal.
The
2024 Annual Meeting may be held for any Fund for which a quorum is present irrespective that a quorum may not be achieved for
the 2024 Annual Meeting of any other Fund. In the event a quorum is present at the 2024 Annual Meeting, but sufficient votes to
approve a proposal have not been received, the Chairman of the 2024 Annual Meeting may adjourn the 2024 Annual Meeting to permit
further solicitation of proxies. A shareholder vote may be taken on one or more of the proposals referred to above prior to such
adjournment if sufficient votes have been received and it is otherwise appropriate. In the event of an adjournment, no notice
is required other than an announcement at the meeting at which adjournment is taken.
Additional
Solicitation
If
there are not enough shares represented at the 2024 Annual Meeting for a quorum or votes to approve a proposal at the 2024 Annual
Meeting, the Chairman may adjourn the 2024 Annual Meeting to permit the further solicitation of proxies.
Share
Ownership
All
shareholders of record of a Fund on the Record Date are entitled to one vote for each share held. The Growth Fund has opted into
the Maryland Control Share Acquisition Act. 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.
As
of the Record Date, there were 282,594,292 outstanding shares of beneficial interest of Equity Fund and 60,155,589 outstanding
shares of common stock of Growth Fund. To the knowledge of the Funds, as of the Record Date, the following owners were known to own
more than 5% of the outstanding shares of the Growth Fund:
| Equity
Fund(a) |
Name
and Address of Owner |
# of Shares
Owned |
%
of Shares Owned |
Type of
Ownership |
| |
N/A |
|
|
|
| Growth
Fund(a) |
Name
and Address of Owner |
# of Shares
Owned |
%
of Shares Owned |
Type of
Ownership |
| |
First
Trust Portfolios L.P.
120
East Liberty Drive, Suite 400
Wheaton,
Illinois 60187
First
Trust Advisors L.P.
120
East Liberty Drive, Suite 400
Wheaton,
Illinois 60187
The
Charger Corporation
120
East Liberty Drive, Suite 4
Wheaton,
Illinois 60187 |
5,783,269(b) |
9.77% |
Beneficial |
| (a) | The
table above shows 5% or greater shareholders’ ownership of Shares as of June 11,
2024. Based on Schedule 13G/13D and Form 4 filings made on or before June 11, 2024. |
| (b) | First
Trust Portfolios L.P., First Trust Advisors L.P. and The Charger Corporation filed their
schedule 13G jointly and did not differentiate holdings as to each entity. |
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Exchange Act and Section 30(h) of the 1940 Act, and the rules thereunder, require the Funds’ officers and
Trustees/Directors, officers and directors of the investment adviser or sub-adviser, affiliated persons of the investment adviser or
sub-adviser, and persons who beneficially own more than 10% of a registered class of a Fund’s Common Shares to file reports of
ownership and changes in ownership with the SEC and the NYSE and to furnish the Funds with copies of all Section 16(a) forms they
file. Based solely on a review of the reports filed with the SEC and upon representations that no applicable Section 16(a) forms
were required to be filed, the Funds believe that as of the Funds’ fiscal year end on December 31, 2023, all Section 16(a)
filing requirements applicable to the Funds’ officers and Trustees/Directors, officers and directors of the investment adviser
or sub-advisers, affiliated persons of the investment adviser or sub-advisers, and greater than 10% beneficial owners were complied
with.
SUBMISSION
OF CERTAIN SHAREHOLDER PROPOSALS
Any
shareholder proposal to be considered for inclusion in the Funds’ proxy statement and form of proxy for the annual meeting
of shareholders to be held in 2024 should have been received by the Secretary of the relevant Fund no later than March 2, 2024.
To submit a shareholder proposal for a Fund’s annual meeting, a shareholder is required to give to a Fund notice of, and
specified information with respect to any proposals pursuant to Rule 14a-8 under the Exchange Act by February 21, 2025. In addition,
pursuant to each Fund’s By-Laws, a shareholder is required to give to a Fund notice of, and specified information with respect
to, any proposals that such shareholder intends to present at the 2024 annual meeting not later than the close of business on
the one hundred twentieth (120th) day, nor earlier than the close of business on the one hundred fiftieth (150th) day, prior to
the first anniversary of the date of public release of the notice for the preceding year’s annual meeting. Under the circumstances
described in, and upon compliance with, Rule 14a-4(c) under the Exchange Act, a Fund may solicit proxies in connection with the
2024 annual meeting which confer discretionary authority to vote on any shareholder proposals of which the Secretary of the relevant
Fund does not receive notice in accordance with the aforementioned date. Timely submission of a proposal does not guarantee that
such proposal will be included.
You
must submit any shareholder proposals and nominations to the Secretary of the Funds, 1290 Broadway, Suite 1000, Denver, CO 80203.
The
persons named as proxies for the 2024 Annual Meeting of Shareholders will have discretionary authority to vote on all matters
presented at the meeting consistent with SEC’s proxy rules.
HOUSEHOLDING
OF PROXY MATERIALS
Only
one copy of this Proxy Statement may be mailed to households, even if more than one person in a household is a shareholder of
record, unless the Funds have received instructions to the contrary. If a shareholder needs an additional copy of an Annual Report
or Semi-Annual Report or this Proxy Statement, please contact the Funds at 1-800-241-1850. If any shareholder does not want the
mailing of this Proxy Statement to be combined with those for other household members, please contact the Funds in writing at:
1290 Broadway, Suite 1000, Denver, CO 80203 or call the Funds at 1-800-241-1850.
Exhibit
A
LIBERTY
ALL-STAR GROWTH FUND, INC.
PORTFOLIO
MANAGEMENT AGREEMENT
WESTFIELD
CAPITAL MANAGEMENT COMPANY, L.P.
_________,
2024
| Re: | Portfolio
Management Agreement |
Ladies
and Gentlemen:
Liberty
All-Star Growth Fund, Inc. (the “Fund”) is a diversified closed-end investment company registered under the Investment
Company Act of 1940, as amended (the “Act”), and is subject to the rules and regulations promulgated thereunder.
ALPS
Advisors, Inc. (the “Fund Manager”) evaluates and recommends portfolio managers for managing the assets of the Fund,
and the Fund Manager or an affiliate of the Fund Manager is responsible for the day-to-day administration of the Fund.
1.
Employment as a Portfolio Manager. The Fund, being duly authorized, hereby employs Westfield Capital Management Company,
L.P. (“Portfolio Manager”) as a discretionary portfolio manager, on the terms and conditions set forth herein, of
that portion of the Fund’s assets which the Fund Manager determines to assign to the Portfolio Manager (those assets being
referred to as the “Portfolio Manager Account”). The Fund Manager may, from time to time, allocate and reallocate
the Fund’s assets among the Portfolio Manager and the other portfolio managers of the Fund’s assets. The Portfolio
Manager will be an independent contractor and will have no authority to act for or represent the Fund or the Fund Manager in any
way or otherwise be deemed to be an agent of the Fund or the Fund Manager except as expressly authorized in this Agreement or
in another writing by the Fund Manager and the Portfolio Manager. The Portfolio Manager’s responsibilities for providing
portfolio management services to the Fund shall be limited to the Portfolio Manager Account.
2.
Acceptance of Employment; Standard of Performance. The Portfolio Manager accepts its employment as a discretionary portfolio
manager and agrees to use its best professional judgment to make timely investment decisions for the Portfolio Manager Account
in accordance with the provisions of this Agreement.
3.
Portfolio Management Services of Portfolio Manager.
A.
In providing portfolio management services to the Portfolio Manager Account, the Portfolio Manager shall be subject to the Fund’s
Articles of Incorporation and By-Laws, as amended from time to time, investment objectives, policies and restrictions of the Fund
as set forth in its Prospectus and Statement of Additional Information, as the same may be modified from time to time (together,
the “Prospectus”), the investment objectives, policies and restrictions of the Fund as determined from time to time
by the Board of Directors, and the investment and other restrictions set forth in the Act and the rules and regulations thereunder,
to the supervision and control of the Board of Directors of the Fund, and to instructions from the Fund Manager. The Portfolio
Manager shall not, without the prior approval of the Fund or the Fund Manager, effect any transactions that would cause the Portfolio
Manager Account, treated as a separate fund, to be out of compliance with any of such restrictions or policies. The Portfolio
Manager shall not consult with any other portfolio manager of the Fund concerning transactions for the Fund in securities or other
assets.
B.
As part of the services it will provide hereunder, the Portfolio Manager will:
| (i) | formulate
and implement a continuous investment program for the Portfolio Manager Account; |
| (ii) | take
whatever steps are necessary to implement the investment program for the Portfolio Manager
Account by arranging for the purchase and sale of securities and other investments; |
| (iii) | keep
the Fund Manager and the Board of Directors of the Fund fully informed in writing on
an ongoing basis, as agreed by the Fund Manager and the Portfolio Manager, of all material
facts concerning the investment and reinvestment of the assets in the Portfolio Manager
Account, the Portfolio Manager and its key investment personnel and operations; make
regular and periodic special written reports of such additional information concerning
the same as may reasonably be requested from time to time by the Fund Manager or the
Directors of the Fund; attend meetings with the Fund Manager and/or Directors, as reasonably
requested, to discuss the foregoing and such other matters as may be requested by the
Fund Manager or Directors; |
| (iv) | in
accordance with procedures and methods established by the Directors of the Fund, which
may be amended from time to time, provide assistance in determining the fair value of
all securities and other investments/assets in the Portfolio Manager Account, as necessary,
and use reasonable efforts to arrange for the provision of valuation information or a
price(s) from a party(ies) independent of the Portfolio Manager for each security or
other investment/asset in the Portfolio Manager Account for which market prices are not
readily available; and |
| (v) | cooperate
with and provide reasonable assistance to the Fund Manager, the Fund’s administrator,
custodian, transfer agent and pricing agents and all other agents and representatives
of the Fund and the Fund Manager; keep all such persons fully informed as to such matters
as they may reasonably deem necessary to the performance of their obligations to the
Fund and the Fund Manager; provide prompt responses to reasonable requests made by such
persons; and maintain any appropriate interfaces with each so as to promote the efficient
exchange of information. |
4.
Transaction Procedures. All portfolio transactions for the Portfolio Manager Account will be consummated by payment to
or delivery by the custodian of the Fund (the “Custodian”), or such depositories or agents as may be designated by
the Custodian in writing, as custodian for the Fund, of all cash and/or securities due to or from the Portfolio Manager Account,
and the Portfolio Manager shall not have possession or custody thereof or any responsibility or liability with respect to such
custody. The Portfolio Manager shall advise and confirm in writing to the Custodian all investment orders for the Portfolio Manager
Account placed by it with brokers and dealers at the time. The Fund shall issue to the Custodian such instructions as may be appropriate
in connection with the settlement of any transaction initiated by the Portfolio Manager. The Fund shall be responsible for all
custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian,
the Portfolio Manager shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions
or other conduct of the Custodian.
5.
Allocation of Brokerage. The Portfolio Manager shall have authority and discretion to select brokers and dealers to execute
portfolio transactions initiated by the Portfolio Manager for the Portfolio Manager Account, and to select the markets on or in
which the transaction will be executed.
A.
In doing so, the Portfolio Manager’s primary responsibility shall be to seek to
obtain best net price and execution for the Fund. However, this responsibility shall not obligate the Portfolio Manager to solicit
competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Portfolio Manager
reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price
on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of
the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker
or dealer to the Portfolio Manager viewed in terms of either that particular transaction or of the Portfolio Manager’s overall
responsibilities with respect to its clients, including the Fund, as to which the Portfolio Manager exercises investment discretion,
notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be
willing to charge the Fund a lower commission on the particular transaction.
B.
Subject to the requirements of paragraph A above, the Fund Manager shall have the right
to request that transactions giving rise to brokerage commissions, in an amount to be agreed upon by the Fund Manager and the
Portfolio Manager, shall be executed by brokers and dealers that provide brokerage or research services to the Fund Manager, or
as to which an on-going relationship will be of value to the Fund in the management of its assets, which services and relationship
may, but need not, be of direct benefit to the Portfolio Manager Account. Notwithstanding any other provision of this Agreement,
the Portfolio Manager shall not be responsible under paragraph A above with respect to transactions executed through any such
broker or dealer.
C.
The Portfolio Manager shall not execute any portfolio transactions for the Portfolio
Manager Account with a broker or dealer which is an “affiliated person” (as defined in the Act) of the Fund, the Portfolio
Manager or any other portfolio manager of the Fund without the prior written approval of the Fund. The Fund Manager will provide
the Portfolio Manager with a list of brokers and dealers which are “affiliated persons” of the Fund or its portfolio
managers.
6.
Proxies. The Fund Manager will vote all proxies solicited by or with respect to the issuers of securities in which assets
of the Portfolio Manager Account may be invested from time to time in accordance with such policies as shall be determined by
the Fund Manager, and reviewed and approved by the Board of Directors. Upon the written request of the Fund Manager, the Portfolio
Manager will vote all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio Manager
Account may be invested from time to time in accordance with such policies as shall be determined by the Fund Manager, and reviewed
and approved by the Board of Directors.
7.
Fees for Services. The compensation of the Portfolio Manager for its services under this Agreement shall be calculated
and paid by the Fund Manager in accordance with the attached Schedule A. Pursuant to the Fund Management Agreement between the
Fund and the Fund Manager, the Fund Manager is solely responsible for the payment of fees to the Portfolio Manager, and the Portfolio
Manager agrees to seek payment of its fees solely from the Fund Manager.
8.
Other Investment Activities of Portfolio Manager. The Fund acknowledges that the Portfolio Manager or one or more of its
affiliates has investment responsibilities, renders investment advice to and performs other investment advisory services for other
individuals or entities (“Client Accounts”), and that the Portfolio Manager, its affiliates or any of its or their
directors, officers, agents or employees may buy, sell or trade in any securities for its or their respective accounts (“Affiliated
Accounts”). Subject to the provisions of paragraph 2 hereof, the Fund agrees that the Portfolio Manager or its affiliates
may give advice or exercise investment responsibility and take such other action with respect to other Client Accounts and Affiliated
Accounts which may differ from the advice given or the timing or nature of action taken with respect to the Portfolio Manager
Account, provided that the Portfolio Manager acts in good faith, and provided further, that it is the Portfolio Manager’s
policy to allocate, within its reasonable discretion, investment opportunities to the Portfolio Manager Account over a period
of time on a fair and equitable basis relative to the Client Accounts and the Affiliated Accounts, taking into account the cash
position and the investment objectives and policies of the Fund and any specific investment restrictions applicable thereto. The
Fund acknowledges that one or more Client Accounts and Affiliated Accounts may at any time hold, acquire, increase, decrease,
dispose of or otherwise deal with positions in investments in which the Portfolio Manager Account may have an interest from time
to time, whether in transactions which involve the Portfolio Manager Account or otherwise. The Portfolio Manager shall have no
obligation to acquire for the Portfolio Manager Account a position in any investment which any Client Account or Affiliated Account
may acquire, and the Fund shall have no first refusal, co-investment or other rights in respect of any such investment, either
for the Portfolio Manager Account or otherwise.
9.
Limitation of Liability. The Portfolio Manager shall not be liable for any action taken, omitted or suffered to be taken
by it in its reasonable judgment, in good faith and reasonably believed by it to be authorized or within the discretion or rights
or powers conferred upon it by this Agreement, or in accordance with (or in the absence of) specific directions or instructions
from the Fund, provided, however, that such acts or omissions shall not have resulted from the Portfolio Manager’s willful
misfeasance, bad faith or gross negligence, a violation of the standard of care established by and applicable to the Portfolio
Manager in its actions under this Agreement or breach of its duty or of its obligations hereunder (provided, however, that the
foregoing shall not be construed to protect the Portfolio Manager from liability in violation of Section 17(i) of the Act). Except
as may otherwise be provided by the Act or any other federal securities law, the Portfolio Manager shall indemnify and hold harmless
the Fund Manager and the Fund, and their officers and employees, consultants, all affiliated persons thereof (within the meaning
of Section 2(a)(3) of the Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended)
(collectively, the “Fund Indemnitees”) against any and all losses, claims, damages, liabilities, or litigation (including
reasonable legal and other expenses) to which any of the Fund Indemnitees may become subject at common law or otherwise, arising
out of the Portfolio Manager’s action or inaction or based on this Agreement; provided however, the Portfolio Manager shall
not indemnify or hold harmless the Fund Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable
legal and other expenses) due to (i) any breach by the Fund or the Trust of a Fund representation or warranty made herein, or
(ii) any willful misconduct, fraud, reckless disregard or gross negligence of the Fund or the Trust in the performance of any
of their duties or obligations hereunder.
10.
Confidentiality. Subject to the duty of the Portfolio Manager, the Fund Manager and the Fund to comply with applicable
law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential
all information pertaining to the Portfolio Manager Account and the actions of the Portfolio Manager and the Fund in respect thereof.
11.
Assignment. This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section
2(a)(4) of the Act. The Portfolio Manager shall notify the Fund in writing sufficiently in advance of any proposed change of control,
as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4)
of the Act will occur, and whether to take the steps necessary to enter into a new contract with the Portfolio Manager. Should
the Fund enter into a new contract with the Portfolio Manager in connection with an assignment, the Portfolio Manager agrees to
pay all costs and expenses incurred by the Fund to obtain shareholder approval of the new contract, including costs associated
with the preparation and mailing of the Fund’s proxy statement and shareholder meeting and proxy solicitation fees.
12.
Representations, Warranties and Agreements of the Fund. The Fund represents, warrants and agrees that:
A. The Portfolio Manager has been duly appointed to provide investment services to the Portfolio Manager Account as contemplated
hereby.
B.
The Fund will deliver to the Portfolio Manager a true and complete copy of its then current Prospectus as effective from
time to time and such other documents governing the investment of the Portfolio Manager Account and such other information as
is necessary for the Portfolio Manager to carry out its obligations under this Agreement.
13.
Representations, Warranties and Agreements of the Portfolio Manager. The Portfolio Manager represents, warrants and agrees
that:
A.
It is registered as an “investment adviser” under the Investment Advisers Act of 1940, as amended
(“Advisers Act”) and will continue to be so registered for as long as this Agreement remains in
effect.
B. It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Act and the rules
and regulations thereunder, the records required to be so kept by an investment adviser of the Fund in accordance with applicable
law. The Portfolio Manager agrees that such records are the property of the Fund, and will be surrendered to the Fund promptly
upon request.
C.
It has adopted a written code of ethics complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1
under the Act and will provide the Fund Manager and the Board of Directors with a copy of its code of ethics and evidence of
its adoption. Within 45 days of the end of each year while this Agreement is in effect, or at any other time requested by the
Fund Manager, an officer, director or general partner of the Portfolio Manager shall certify to the Fund that the Portfolio
Manager has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no
material violation of its code of ethics or, if such a violation has occurred, that appropriate action was taken in response
to such violation. It will promptly notify the Fund Manager of any material change to its code of ethics or material
violation of its code of ethics.
D.
Upon request, the Portfolio Manager will promptly supply the Fund with any information concerning the Portfolio Manager and
its stockholders, partners, employees and affiliates that the Fund may reasonably request in connection with the preparation
of its registration statement (as amended from time to time), prospectus and statement of additional information (as
supplemented and modified from time to time), proxy material, reports and other documents required to be filed under the Act,
the Securities Act of 1933, or other applicable securities laws.
E.
The Portfolio Manager shall maintain and implement compliance procedures that are reasonably designed to ensure its compliance
with Rule 206(4)-7 of the Advisers Act and to prevent violations of the Federal Securities Laws (as defined in Rule 38a-1 under
the Act).
F.
The Portfolio Manager will: (i) within 60 days after the end of each calendar year, provide the Fund Manager with a certification
that the Portfolio Manager’s Form 13F was filed with the U.S. Securities and Exchange Commission (the “SEC”)
on a timely basis and included all of the securities required to be reported by the SEC; (ii) within 60 days after the end of
each calendar year, provide to the Fund Manager a copy of each Form 13F, or amendment to a Form 13F filed by it during the prior
four quarters; and (iii) promptly notify the Fund Manager in the event the Portfolio Manager determines that it has failed to
comply with Section 13(f) in a material respect, or receives a comment letter from the SEC raising a question with respect to
compliance.
G. The Portfolio Manager has adopted written compliance policies and procedures reasonably designed to prevent violations of the
Advisers Act and the rules promulgated thereunder and the Portfolio Manager agrees to provide: (a) from time to time, a copy and/or
summary of such compliance policies and procedures and an accompanying certification certifying that the Portfolio Manager’s
compliance policies and procedures comply with the Advisers Act; (b) a report of the annual review determining the adequacy and
effectiveness of the Portfolio Manager’s compliance policies and procedures; and (c) the name of the Portfolio Manager’s
Chief Compliance Officer to act as a liaison for compliance matters that may arise between the Fund and the Portfolio Manager.
H. The Portfolio Manager will notify the Fund and the Fund Manager of any assignment of this Agreement or change of control of the
Portfolio Manager, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio
Manager Account or senior management of the Portfolio Manager, in each case prior to or promptly after, such change. The Portfolio
Manager agrees to bear all reasonable expenses of the Fund, if any, arising out of an assignment or change in control.
I.
The Portfolio Manager agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.
14.
Amendment. This Agreement may be amended at any time, but only by written agreement among the Portfolio Manager, the Fund
Manager and the Fund, which amendment, other than amendments to Schedule A, is subject to the approval of the Board of Directors
and the shareholders of the Fund as and to the extent required by the Act, the rules thereunder or exemptive relief granted by
the SEC, provided that Schedule A may be amended by the Fund Manager without the written agreement of the Fund or the Portfolio
Manager.
15.
Effective Date; Term. This Agreement shall become effective on the date first above written, provided that this Agreement
shall not take effect unless it has first been approved: (1) by a vote of a majority of the Directors who are not “interested
persons” (as defined in the Act) of any party to this Agreement (“Independent Directors”), cast in person at
a meeting called for the purpose of voting on such approval, and (ii) by vote of “a majority of the outstanding voting securities”
(as defined in the Act) of the Fund. This Agreement shall continue for two years from the date of this Agreement and
from year to year thereafter provided such continuance is specifically approved at least annually by (i) the Fund’s Board
of Directors or (ii) a vote of a majority of the outstanding voting securities of the Fund, provided that in either event such
continuance is also approved by a majority of the Independent Directors, by vote cast in person at a meeting called for the purpose
of voting on such approval. If the SEC issues an order to the Fund and the Fund Manager for an exemption from Section 15(a) of
the Act, then, in accordance with the application of the Fund and the Fund Manager, the continuance of this Agreement after initial
approval by the Directors as set forth above, shall be subject to approval by a majority of the outstanding voting securities
of the Fund at the regularly scheduled annual meeting of the Fund’s shareholders next following the date of this Agreement.
16.
Termination. This Agreement may be terminated at any time by any party, without penalty, immediately upon written notice
to the other parties in the event of a breach of any provision thereof by a party so notified, or otherwise upon not less than
thirty (30) days’ written notice to the Portfolio Manager in the case of termination by the Fund or the Fund Manager, or
ninety (90) days’ written notice to the Fund and the Fund Manager in the case of termination by the Portfolio Manager, but
any such termination shall not affect the status, obligations or liabilities of any party hereto to the other parties.
17.
Applicable Law. To the extent that state law is not preempted by the provisions of any law of the United States heretofore
or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced
according to the laws of the State of Colorado.
18.
Severability; Counterparts. If any term or condition of this Agreement shall be invalid or unenforceable to any extent
or in any application, then the remainder of this Agreement, and such term or condition except to such extent or in such application,
shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest
extent and in the broadest application permitted by law. This Agreement may be executed in counterparts, each of which will be
deemed an original and all of which together will be deemed to be one and the same agreement.
19.
Use of Name. The Portfolio Manager agrees and acknowledges that the Fund Manager is the sole owner of the names and marks
“Liberty All-Star” and “All-Star”, and that all use of any designation comprised in whole or in part of
these names and marks shall inure to the benefit of the Fund Manager. Except as used to identify the Fund to third parties as
a client, the use by the Portfolio Manager on its own behalf of such marks in any advertisement or sales literature or other materials
promoting the Portfolio Manager shall be with the prior written consent of the Fund Manager. The Portfolio Manager shall not,
without the consent of the Fund Manager, make representations regarding the Fund or the Fund Manager in any disclosure document,
advertisement or sales literature or other materials promoting the Portfolio Manager. Consent by the Fund Manager shall not be
unreasonably withheld. Upon termination of this Agreement for any reason, the Portfolio Manager shall cease any and all use of
these marks as soon as reasonably practicable.
20.
Notices. All notices and other communications hereunder shall be in writing, shall be deemed to have been given when received
or when sent by U.S. mail, overnight carrier or facsimile, and shall be given to the following addresses (or such other addresses
as to which notice is given):
To
Fund Manager:
ALPS
Advisors, Inc.
1290 Broadway, Suite 1000
Denver, Colorado 80203
Attn: Chief Legal Officer
Phone: (303) 623-2577
E-mail: notices@sscinc.com
To
the Portfolio Manager:
Attn:
Compliance Dept.
Westfield
Capital Management Company, L.P.
One
Financial Center, 23rd Floor
Suite
2300
Boston,
MA 02111
Email: wcmcompliance@wcmgmt.com
Phone:
617-428-7100
******************
| |
LIBERTY ALL-STAR GROWTH FUND, INC. |
|
| |
|
|
|
| |
By: |
|
|
| |
|
|
| |
Name: |
Mark Haley |
|
| |
Title: |
President |
|
| |
|
|
|
| |
ALPS ADVISORS, INC. |
|
| |
|
|
|
| |
By: |
|
|
| |
|
|
| |
Name: |
Laton Spahr |
|
| |
Title: |
President |
|
| ACCEPTED: |
|
| |
|
| WESTFIELD CAPITAL MANAGEMENT COMPANY,
L.P. |
|
| |
|
|
| By: |
|
|
| Name: |
Kathryn Kearney |
|
| Title: |
Partner, CFO, CCO |
|
LIBERTY
ALL-STAR GROWTH FUND, INC.
PORTFOLIO
MANAGEMENT AGREEMENT
SCHEDULE A
PORTFOLIO
MANAGER FEE
For
services provided to the Portfolio Manager Account, the Fund Manager will pay to the Portfolio Manager, on or before the 10th
day of each calendar month, a fee calculated and accrued daily and payable monthly by the Fund Manager for the previous
calendar month at the annual rate of
| (1) | 0.40%
of the Portfolio Manager’s Percentage (as defined below) of the average daily net
assets of the Fund up to and including $300 million; and |
| (2) | 0.36%
of the Portfolio Manager’s Percentage of the average daily net assets of the Fund
exceeding $300 million. |
Each
monthly payment set forth above shall be based on the average daily net assets during such previous calendar month. The fee for
the period from the date this Agreement becomes effective to the end of the calendar month in which such effective date occurs
will be prorated according to the proportion that such period bears to the full monthly period. Upon any termination of this Agreement
before the end of a calendar month, the fee for the part of that calendar month during which this Agreement was in effect shall
be prorated according to the proportion that such period bears to the full monthly period and will be payable upon the date of
termination of this Agreement. For the purpose of determining fees payable to the Portfolio Manager, the value of the Fund’s
net assets will be computed at the times and in the manner specified in the Registration Statement as from time to time in effect.
“Portfolio
Manager’s Percentage” means the percentage obtained by dividing the average daily net assets in the Portfolio Manager
Account by the Fund’s average daily net assets.
44
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