SEC Form N-30B-2 filed by Liberty All-Star Growth Fund Inc.

Liberty All-Star^® Growth Fund

Period Ended March 31, 2024 (Unaudited)

Performance returns for the Fund are total returns, which include dividends. Returns are net of management fees and other Fund expenses. The return shown for the Lipper Multi-Cap Growth Mutual Fund Average is based on open-end mutual funds’ total returns, which include dividends, and are net of fund expenses. Returns for the unmanaged Dow Jones Industrial Average, NASDAQ Composite Index, the Russell Growth Average and the S&P 500^® Index are total returns, including dividends. A description of the Lipper benchmark and the market indices can be found on page 17.

Past performance cannot predict future results. Performance will fluctuate with market conditions. Current performance may be lower or higher than the performance data shown. Performance information does not reflect the deduction of taxes that shareholders would pay on Fund distributions or the sale of Fund shares. An investment in the Fund involves risk, including loss of principal. Closed-end funds raise money in an initial public offering and shares are listed and traded on an exchange. Open-end mutual funds continuously issue and redeem shares at net asset value. Shares of closed-end funds frequently trade at a discount to net asset value. The price of the Fund’s shares is determined by a number of factors, several of which are beyond the control of the Fund. Therefore, the Fund cannot predict whether its shares will trade at, below or above net asset value.

The views expressed in the President’s letter reflect the views of the President as of April 2024 and may not reflect his views on the date this report is first published or anytime thereafter. These views are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict so actual outcomes and results may differ significantly from the views expressed. These views are subject to change at any time based upon economic, market or other conditions and the Fund disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for the Fund are based on numerous factors, may not be relied on as an indication of trading intent.

(Unaudited)

Cooling inflation, broad-based economic strength and corporate earnings that generally topped expectations—boosted by investor enthusiasm for artificial intelligence (AI)—propelled stocks to record highs in the first quarter of 2024. The period was also the S&P 500^® Index’s best opening three months since 2019.

Posting 22 record highs during the quarter, the S&P 500^® returned 10.56 percent. The Dow Jones Industrial Average (DJIA) also rose to new heights, surpassing the 39000 level and returning 6.14 percent. Likewise, the NASDAQ Composite posted multiple new highs during the period and returned 9.31 percent.

One—and perhaps the only—significant counterweight to the market’s momentum was the Federal Reserve’s stance on interest rates. As data showed inflation stable but not approaching the Fed’s target 2.0 percent annual rate, policy makers left short-term interest rates unchanged over the quarter. After the Fed’s March meeting Chair Jerome Powell said the Fed still projected three rate cuts in 2024, but only if warranted by data. Markets reacted positively, as investors came to believe that the Fed would start trimming rates in June.

The economy built on 2023’s momentum. Reported in January, 4Q23 GDP exceeded forecasts by coming in at a 3.3 percent annual rate (later revised to 3.4 percent). For full-year 2023, the economy expanded at a 2.5 percent rate. Although disappointed that rate reductions by the Fed would not be forthcoming as early as hoped, some investors felt that inflation could remain above target as long as U.S. economic growth held. A sample of other data reported during the first quarter highlights the overall strength of the economy:

Stocks actually got off to a sluggish start for the year, falling over the first few trading sessions. The pause was attributed to profit-taking after the strong run-up in November and December and a back-up in interest rates as investors came to believe a Fed rate reduction was not imminent.

Optimism prevailed, however, as the S&P 500^® closed January with a gain of 1.68 percent. Technology stocks resumed market leadership and, as noted, corporate earnings reports were strong. NVIDIA, the acknowledged leader in graphics chips for the AI market, capped earnings season with its February 21 report of soaring sales and profits and an optimistic outlook. The stock gained 82.46 percent for the quarter and was the top performer in the S&P 500^®. February was the strongest month of the quarter for the index, returning 5.34 percent.

At the same time, however, some stocks in the “Magnificent Seven” were not as impregnable as in previous quarters. Apple and Tesla both declined and Alphabet encountered a difficult stretch at mid-quarter. Still, the other four stocks (Amazon, Meta Platforms, Microsoft and NVIDIA) accounted for more than 46 percent of the S&P 500^® Index’s first quarter return.

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Among capitalization ranges, large-cap growth stocks outperformed in the first quarter. The large-cap Russell 1000^® Growth Index returned 11.41 percent for the period while the Russell Midcap^® Growth Index returned 9.50 percent and the small-cap Russell 2000^® Growth Index returned 7.58 percent.

Liberty All-Star^® Growth Fund

For the first quarter, Liberty All-Star^® Growth Fund returned 7.90 percent when shares are valued at net asset value (NAV) with dividends reinvested and 6.10 percent when shares are valued at market price with dividends reinvested. (Fund returns are net of expenses.) Both measures of performance trailed the 11.66 percent gain of the Fund’s primary benchmark, the Lipper Multi-Cap Growth Mutual Fund Average. Similarly, returns lagged those of the S&P 500^® and NASDAQ Composite.

In an environment that continued to reward mega-cap growth stocks, the Fund was hurt by holding stocks in its large-cap allocation with an average weighted market capitalization that is nearly half that of the Russell 1000^® Growth Index ($613 billion versus $1.2 trillion). In addition, the gap in performance between mid- and small-cap stocks relative to large-cap stocks was wide, serving as a further drag on Fund relative results. Unusual market concentration hurt any fund, including Liberty All-Star^® Growth, that was not invested in just three stocks—Super Micro Computer, MicroStrategy and Viking Therapeutics—whose respective first quarter returns of 255 percent, 170 percent and 341 percent rocketed the valuations of issues nominally listed as small-caps to as high as $66 billion.

During the first quarter the discount range at which Fund shares traded relative to their underlying NAV widened to -6.7 percent to -9.8 percent, ending the quarter at -9.7 percent. The discount last quarter ended at -8.2 percent, with shares trading in a range of -4.9 percent to -8.4 percent.

In accordance with the Fund’s distribution policy, the Fund paid a distribution of $0.11 per share in the first quarter, bringing the total distributed to shareholders since 1997, when the distribution policy commenced, to $17.04 per share. The Fund’s distribution policy is a major component of the Fund’s total return, and we continue to emphasize that shareholders should include these distributions when determining the total return on their investment in the Fund.

A key Fund attribute, being well diversified across the growth stock capitalization range, has been a source of resiliency over the long term. In any particular short-term period, however, it can go unrewarded. Indeed, the factors shaping returns in 2023 largely remained in place during the first quarter of 2024 and served as a headwind for the Fund. Going forward we will hope for a rotation to a broader market in which more stocks across the capitalization spectrum participate but we do so with the confidence of knowing that the Fund has performed well over many years and under many market conditions.

Sincerely,

Mark T. Haley, CFA

President

Liberty All-Star^® Growth Fund, Inc.

(Unaudited)

DISTRIBUTION POLICY

The current policy is to pay distributions on its shares totaling approximately 8 percent of its net asset value per year, payable in four quarterly installments of 2 percent of the Fund’s net asset value at the close of the New York Stock Exchange on the Friday prior to each quarterly declaration date. Sources of distributions to shareholders may include ordinary dividends, long-term capital gains and return of capital. The final determination of the source of all distributions in 2024 for tax reporting purposes will be made after year end. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Fund’s investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. If a distribution includes anything other than net investment income, the Fund provides a Section 19(a) notice of the best estimate of its distribution sources at that time. These estimates may not match the final tax characterization (for the full year’s distributions) contained in shareholder 1099-DIV forms after the end of the year. If the Fund’s ordinary dividends and long-term capital gains for any year exceed the amount distributed under the distribution policy, the Fund may, in its discretion, retain and not distribute capital gains and pay income tax thereon to the extent of such excess.

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The following are the largest ($2 million or more) stock changes - both purchases and sales - that were made in the Fund’s portfolio during the first quarter of 2024.

March 31, 2024 (Unaudited)

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THE FUND’S THREE GROWTH INVESTMENT MANAGERS

AND THE MARKET CAPITALIZATION ON WHICH EACH FOCUSES:

ALPS Advisors, Inc., the investment advisor to the Fund, has the ultimate authority (subject to oversight by the Board of Directors) to oversee the investment managers and recommend their hiring, termination and replacement.

MANAGERS’ DIFFERING INVESTMENT STRATEGIES

ARE REFLECTED IN PORTFOLIO CHARACTERISTICS

The portfolio characteristics table below is a regular feature of the Fund’s shareholder reports. It serves as a useful tool for understanding the value of the Fund’s multi-managed portfolio. The characteristics are different for each of the Fund’s three investment managers. These differences are a reflection of the fact that each has a different capitalization focus and investment strategy. The shaded column highlights the characteristics of the Fund as a whole, while the first three columns show portfolio characteristics for the Russell Smallcap, Midcap and Largecap Growth indices. See page 17 for a description of these indices.

PORTFOLIO CHARACTERISTICS As of March 31, 2024 (Unaudited)

				Market Capitalization Spectrum
	Russell Growth			Small		Large
	Smallcap	Midcap	Largecap				Total
	Index	Index	Index	Weatherbie	Congress	Sustainable	Fund
Number of Holdings	1,064	330	440	50	40	29	118*
Percent of Holdings in Top 10	11%	15%	53%	50%	31%	45%	19%
Weighted Average Market Capitalization (billions)	$6.6	$32.3	$1,224.3	$4.6	$18.2	$613.4	$215.5
Average Five-Year Earnings Per Share Growth	21%	21%	19%	15%	17%	16%	16%
Average Five-Year Sales Per Share Growth	11%	18%	17%	14%	12%	13%	13%
Price/Sales Ratio	2.1x	3.7x	5.1x	3.3x	3.4x	5.0x	3.8x
Price/Book Value Ratio	4.6x	10.0x	9.4x	5.0x	6.0x	7.1x	6.0x

March 31, 2024 (Unaudited)

See Notes to Schedule of Investments.

March 31, 2024 (Unaudited)

See Notes to Schedule of Investments.

March 31, 2024 (Unaudited)

See Notes to Schedule of Investments.

March 31, 2024 (Unaudited)

See Notes to Schedule of Investments.

March 31, 2024 (Unaudited)

See Notes to Schedule of Investments.

March 31, 2024 (Unaudited)

See Notes to Schedule of Investments.

March 31, 2024 (Unaudited)

Security Valuation

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

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

The Fund’s investments are valued at market value or, in the absence of market value with respect to any portfolio securities, at fair value according to procedures adopted by the Fund's Board of Directors (the "Board"). The Board has designated ALPS Advisors, Inc. (the “Advisor”) as the Fund’s Valuation Designee. The Valuation Designee is responsible for determining fair value in good faith for all Fund investments, subject to oversight by the Board. When market quotations are not readily available, or in management’s judgment they do not accurately reflect fair value of a security, or an event occurs after the market close but before the Fund is priced that materially affects the value of a security, the security will be valued by the Fund’s Valuation Committee using fair valuation procedures established by the Valuation Designee. Examples of potentially significant events that could materially impact a Fund’s NAV include, but are not limited to: single issuer events such as corporate actions, reorganizations, mergers, spin-offs, liquidations, acquisitions and buyouts; corporate announcements on earnings or product offerings; regulatory news; and litigation and multiple issuer events such as governmental actions; natural disasters or armed conflicts that affect a country or a region; or significant market fluctuations. Potential significant events are monitored by the Advisor, Sub-Advisers and/or the Valuation Committee through independent reviews of market indicators, general news sources and communications from the Fund’s custodian. As of March 31, 2024, the Fund held no securities that were fair valued.

Security Transactions

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

Income Recognition

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

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

March 31, 2024 (Unaudited)

Lending of Portfolio Securities

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

Any cash collateral received is reinvested in State Street Navigator. Non-cash collateral, in the form of securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, is not disclosed in the Fund’s Schedule of Investments as it is held by the lending agent on behalf of the Fund, and the Fund does not have the ability to re-hypothecate these securities.

The risks of securities lending include the risk that the borrower may not provide additional collateral when required or may not return the securities when due. To mitigate these risks, the Fund benefits from a borrower default indemnity provided by SSB. SSB’s indemnity allows for full replacement of securities lent wherein SSB will purchase the unreturned loaned securities on the open market by applying the proceeds of the collateral or to the extent such proceeds are insufficient or the collateral is unavailable, SSB will purchase the unreturned loan securities at SSB’s expense. However, the Fund could suffer a loss if the value of the investments purchased with cash collateral falls below the value of the cash collateral received. The Fund had no securities on loan as of March 31, 2024.

Fair Value Measurements

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

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

Equity securities that are valued based on unadjusted quoted prices in active markets are categorized as Level 1 in the hierarchy. In the event there were no sales during the day or closing prices are not available, securities are valued at the mean of the most recent quoted bid and ask prices on such day and are generally categorized as Level 2 in the hierarchy. Investments in openend mutual funds are valued at their closing NAV each business day and are categorized as Level 1 in the hierarchy.

March 31, 2024 (Unaudited)

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

These inputs are categorized in the following hierarchy under applicable financial accounting standards:

The following is a summary of the inputs used to value the Fund’s investments as of March 31, 2024:

The Fund did not have any securities that used significant unobservable inputs (Level 3) in determining fair value during the period.

Indemnification

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

March 31, 2024 (Unaudited)

Maryland Statutes

By resolution of the Board of Directors, the Fund has opted into the Maryland Control Share Acquisition Act and the Maryland Business Combination Act. In general, the Maryland Control Share Acquisition Act provides that “control shares” of a Maryland corporation acquired in a control share acquisition may not be voted except to the extent approved by shareholders at a meeting by a vote of two-thirds of the votes entitled to be cast on the matter (excluding shares owned by the acquirer and by officers or directors who are employees of the corporation). “Control shares” are voting shares of stock which, if aggregated with all other shares of stock owned by the acquirer or in respect of which the acquirer is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within certain statutorily defined ranges (one-tenth but less than one-third, one-third but less than a majority, and more than a majority of the voting power). In general, the Maryland Business Combination Act prohibits an interested shareholder (a shareholder that holds 10% or more of the voting power of the outstanding stock of the corporation) of a Maryland corporation from engaging in a business combination (generally defined to include a merger, consolidation, share exchange, sale of a substantial amount of assets, a transfer of the corporation’s securities and similar transactions to or with the interested shareholder or an entity affiliated with the interested shareholder) with the corporation for a period of five years after the most recent date on which the interested shareholder became an interested shareholder. At the time of adoption, March 19, 2009, the Board and the Fund were not aware of any shareholder that held control shares or that was an interested shareholder under the statutes. 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 Investment Company Act of 1940. 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.

March 31, 2024 (Unaudited)

Dow Jones Industrial Average

A price-weighted measure of 30 U.S. blue-chip companies.

Lipper Multi-Cap Growth Mutual Fund Average

The average of funds that, by portfolio practice, invest in a variety of market capitalization ranges without concentrating 75% of their equity assets in any one market capitalization range over an extended period of time. Multi-Cap growth funds typically have above-average characteristics compared to the S&P SuperComposite 1500^® Index.

NASDAQ Composite Index

Measures all NASDAQ domestic and international based common type stocks listed on the NASDAQ Stock Market.

Russell 3000^® Growth Index

Measures the performance of those Russell 3000^® companies with lower book-to-price ratios and higher growth values. The Russell 3000^® Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 96% of the investable U.S. equity market.

Russell Top 200^® Growth Index

Measures the performance of those Russell Top 200^® companies with lower book-to-price-ratios and higher growth values. The Russell Top 200^® Index measures the performance of the 200 largest companies in the Russell 3000^® Index.

Russell 1000^® Growth Index (Largecap)

Measures the performance of those Russell 1000^® companies with lower book-to-price-ratios and higher growth values. The Russell 1000^® Index measures the performance of the 1,000 largest companies in the Russell 3000^® Index.

Russell Midcap^® Growth Index

Measures the performance of those Russell Midcap^® companies with lower book-to-price-ratios and higher growth values. The Russell Midcap^® Index measures the performance of the 800 smallest companies in the Russell 1000^® Index.

Russell 2000^® Growth Index (Smallcap)

Measures the performance of those Russell 2000^® companies with lower book-to-price-ratios and higher growth values. The Russell 2000^® Index measures the performance of the 2,000 smallest companies in the Russell 3000^® Index.

Russell Growth Average

The average of the Russell Top 200^®, Midcap^® and 2000^® Growth Indices.

S&P 500^® Index

A large cap U.S. equities index that includes 500 leading companies and represents approximately 80% of the total domestic U.S. equity market capitalization.

An investor cannot invest directly in an index.