UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File No.: 811-04809
Liberty All-Star Equity Fund
(Exact name of registrant as specified in charter)
1290 Broadway, Suite 1100, Denver, Colorado 80203
(Address of principal executive offices) (Zip code)
Alex Marks
ALPS Fund Services, Inc.
1290 Broadway, Suite 1100
Denver, Colorado 80203
(Name and address of agent for service)
Registrants telephone number, including area code: 303-623-2577
Date of fiscal year end: December 31
Date of reporting period: January 1 - December 31, 2014
Item 1. Report of Shareholders.
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6
Investment Managers/Portfolio
8
Table of Distributions and Rights
15 Top 20 Holdings and Economic Sectors
16 Major Stock Changes in the Quarter
24 Statement of Assets and Liabilities
26 Statements of Changes in Net Assets
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28 Notes to Financial Statements
33
Report of Independent Registered
34
Board Consideration of the Renewal of
38
Automatic Dividend Reinvestment and
39
Tax Information/Description of Lipper
Inside Back Cover: Fund Information |
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A SINGLE INVESTMENT...
A DIVERSIFIED CORE PORTFOLIO
A single fund that offers:
A diversified, multi-managed portfolio of growth and value stocks
Exposure to many of the industries that make the U.S. economy one of the worlds most dynamic
Access to institutional quality investment managers
Objective and ongoing manager evaluation
Active portfolio rebalancing
A quarterly fixed distribution policy
Actively managed, exchange-traded closed-end fund listed on the New York Stock Exchange (ticker symbol: USA)
LIBERTY ALL-STAR® EQUITY FUND
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The views expressed in the Presidents Letter, Unique Fund Attributes and Manager Roundtable reflect the current views of the respective parties. 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 respective parties disclaim 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. References to specific company securities should not be construed as a recommendation or investment advice.
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LIBERTY ALL-STAR® EQUITY FUND |
1 | |||
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Fellow Shareholders:
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February 2015 |
www.all-starfunds.com |
USA |
2 | LIBERTY ALL-STAR® EQUITY FUND | |||
PRESIDENTS LETTER (UNAUDITED) | ||||
ANNUAL REPORT |
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DECEMBER 31, 2014 |
LIBERTY ALL-STAR® EQUITY FUND |
3 | |||
PRESIDENTS LETTER (UNAUDITED) |
FUND STATISTICS AND SHORT-TERM PERFORMANCE PERIODS ENDED DECEMBER 31, 2014
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FUND STATISTICS: |
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Net Asset Value (NAV) |
$6.84 | |||||||||||||
Market Price |
$5.98 | |||||||||||||
Discount |
-12.6% | |||||||||||||
Quarter | 2014 | |||||||||||||
Distributions* |
$0.09 | $0.39 | ||||||||||||
Market Price Trading Range |
$5.22 to $6.09 | $5.22 to $6.09 | ||||||||||||
Premium/(Discount) Range |
-11.8% to -13.6% | -10.5% to -13.6% | ||||||||||||
PERFORMANCE: |
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Shares Valued at NAV with Dividends Reinvested |
4.30% | 8.87% | ||||||||||||
Shares Valued at Market Price with Dividends Reinvested |
4.16% | 6.98% | ||||||||||||
Dow Jones Industrial Average |
5.20% | 10.04% | ||||||||||||
NASDAQ Composite Index |
5.70% | 14.75% | ||||||||||||
Lipper Large-Cap Core Mutual Fund Average |
4.27% | 11.32% | ||||||||||||
S&P 500® Index |
4.93% | 13.69% |
LONG-TERM PERFORMANCE SUMMARY AND DISTRIBUTIONS PERIODS ENDED DECEMBER 31, 2014 |
ANNUALIZED RATES OF RETURN | |||||||||||||||||||
3 YEARS
|
5 YEARS | 10 YEARS | 15 YEARS | 25 YEARS | ||||||||||||||||
LIBERTY ALL-STAR® EQUITY FUND |
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Distributions |
$1.06 | $1.71 | $5.32 | $10.49 | $21.89 | |||||||||||||||
Shares Valued at NAV with Dividends Reinvested |
18.67% | 12.84% | 5.95% | 4.80% | 9.21% | |||||||||||||||
Shares Valued at Market Price with Dividends Reinvested |
19.99% | 14.08% | 4.25% | 5.51% | 9.28% | |||||||||||||||
Dow Jones Industrial Average |
16.29% | 14.22% | 7.91% | 5.44% | 10.42% | |||||||||||||||
Lipper Large-Cap Core Mutual Fund Average |
19.12% | 13.90% | 7.05% | 4.29% | 9.21% | |||||||||||||||
NASDAQ Composite Index |
23.60% | 17.19% | 9.17% | 1.82% | 10.18% | |||||||||||||||
S&P 500® Index |
20.41% | 15.45% | 7.67% | 4.24% | 9.62% |
* | All 2014 distributions consist of ordinary dividends and long-term capital gains. A breakdown of each 2014 distribution for federal income tax purposes can be found in the table on page 39. |
Returns for the Fund are total returns, which include dividends. Performance returns are net of management fees and other Fund expenses.
Figures shown for the Lipper Large-Cap Core Mutual Fund Average are based on open-end mutual funds total returns, which include dividends, and are net of Fund expenses. Figures shown for the unmanaged Dow Jones Industrial Average, NASDAQ Composite Index 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 39.
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 Funds 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.
www.all-starfunds.com |
USA |
4 | LIBERTY ALL-STAR® EQUITY FUND | |||
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Unique Attributes of Liberty All-Star® Equity Fund | ||||||||
Several attributes help to make the Fund a core equity holding for investors seeking diversification, income and the potential for long-term appreciation. |
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Multi-management for Individual Investors | |||||
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Liberty All-Star® Equity Fund is multi-managed, an investment discipline that is followed by large institutional investors to diversify their portfolios. In 1986, Liberty All-Star® Equity Fund became the first closed-end fund to bring multi-management to individual investors. |
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Real-time Trading and Liquidity | |||||
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The Fund has a fixed number of shares that trade on the New York Stock Exchange and other exchanges. Share pricing is continuousnot just end-of-day, as it is with open-end mutual funds. In addition, Fund shares offer immediate liquidity and there are no annual sales fees. |
ANNUAL REPORT |
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DECEMBER 31, 2014 |
LIBERTY ALL-STAR® EQUITY FUND |
5 | |||
UNIQUE FUND ATTRIBUTES (UNAUDITED) |
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Access to Institutional Managers | |||
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The Funds investment managers invest primarily for pension funds, endowments, foundations and other institutions. Because institutional managers are closely monitored by their clients, they tend to be more disciplined and consistent in their investment process. |
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Monitoring and Rebalancing | |||
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ALPS Advisors continuously monitors these investment managers to ensure that they are performing as expected and adhering to their style and strategy, and will replace managers when warranted. Periodic rebalancing maintains the Funds structural integrity and is a well-recognized investment discipline. |
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Alignment and Objectivity | |||
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Alignment with shareholders best interests and objective decision-making help to ensure that the Fund is managed openly and equitably. In addition, the Fund is governed by a Board of Trustees that is elected by and responsible to shareholders. |
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Distribution Policy | |||
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Since 1988, the Fund has followed a policy of paying annual distributions on its shares at a rate that approximates historical equity market returns. The current annual distribution rate is 6 percent of the Funds net asset value (paid quarterly at 1.5 percent per quarter), providing a systematic mechanism for distributing funds to shareholders. |
www.all-starfunds.com |
USA |
6 | LIBERTY ALL-STAR® EQUITY FUND | |||
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THE FUNDS ASSETS ARE APPROXIMATELY EQUALLY DISTRIBUTED AMONG THREE VALUE MANAGERS AND TWO GROWTH MANAGERS:
MANAGERS DIFFERING INVESTMENT STRATEGIES ARE REFLECTED IN PORTFOLIO CHARACTERISTICS
The portfolio characteristics table below is a regular feature of the Funds shareholder reports. It serves as a useful tool for understanding the value of a multi-managed portfolio. The characteristics are different for each of the Funds five investment managers. These differences are a reflection of the fact that each pursues a different investment style. The shaded column highlights the characteristics of the Fund as a whole, while the final column shows portfolio characteristics for the S&P 500® Index.
INVESTMENT STYLE SPECTRUM | ||||||||||||||||||
PORTFOLIO CHARACTERISTICS AS OF DECEMBER 31, 2014 | VALUE | GROWTH | ||||||||||||||||
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Schneider
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Pzena
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Matrix
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Cornerstone
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TCW
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Total Fund
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S&P
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Number of Holdings |
36 | 41 | 35 | 43 | 31 | 158* | 502 | |||||||||||
Percent of Holdings in Top 10 |
55% | 36% | 36% | 39% | 44% | 17% | 18% | |||||||||||
Weighted Average Market Capitalization (billions) |
$44 | $86 | $106 | $67 | $64 | $74 | $131 | |||||||||||
Average Five-Year Earnings Per Share Growth |
5% | 13% | 17% | 25% | 19% | 18% | 15% | |||||||||||
Dividend Yield |
1.5% | 1.9% | 2.1% | 0.7% | 0.6% | 1.4% | 2.0% | |||||||||||
Price/Earnings Ratio** |
15x | 13x | 17x | 25x | 33x | 18x | 19x | |||||||||||
Price/Book Value Ratio |
1.4x | 2.0x | 2.1x | 4.0x | 5.7x | 2.6x | 3.0x |
* | Certain holdings are held by more than one manager. |
** | Excludes negative earnings. |
ANNUAL REPORT |
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DECEMBER 31, 2014 |
LIBERTY ALL-STAR® EQUITY FUND |
7 | |||
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GROWTH OF A HYPOTHETICAL $10,000 INVESTMENT
The graph below illustrates the growth of a hypothetical $10,000 investment assuming the purchase of shares of beneficial interest at the closing market price (NYSE: USA) of $6.00 on December 31, 1987, and tracking its progress through December 31, 2014. For certain information, it also assumes that a shareholder exercised all primary rights in the Funds rights offerings (see below). This graph covers the period since the Fund commenced its 10 percent distribution policy in 1988. Effective with the 2009 second quarter distribution, the annual distribution rate was changed from 10 percent to 6 percent.
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The growth of the investment assuming all distributions were received in cash and not reinvested back into the Fund. The value of the investment under this scenario grew to $50,217 (including the December 31, 2014 value of the original investment of $9,967 plus distributions during the period of $39,133 and tax credits on retained capital gains of $1,117). | |
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The additional value realized through reinvestment of all distributions and tax credits. The value of the investment under this scenario grew to $145,963. | |
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The additional value realized through full participation in all the rights offerings under the terms of each offering. The value of the investment under this scenario grew to $210,287 excluding the cost to fully participate in all the rights offerings under the terms of each offering which was $49,966. |
Past performance cannot predict future results. Performance will fluctuate with changes in 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.
www.all-starfunds.com |
USA |
8 | LIBERTY ALL-STAR® EQUITY FUND | |||
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RIGHTS OFFERINGS | ||||||||||||||
YEAR
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PER SHARE
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MONTH
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SHARES NEEDED TO PURCHASE
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SUBSCRIPTION
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TAX CREDITS*
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1988 |
$0.64 | |||||||||||||
1989 |
0.95 | |||||||||||||
1990 |
0.90 | |||||||||||||
1991 |
1.02 | |||||||||||||
1992 |
1.07 | April | 10 | $10.05 | ||||||||||
1993 |
1.07 | October | 15 | 10.41 | $0.18 | |||||||||
1994 |
1.00 | September | 15 | 9.14 | ||||||||||
1995 |
1.04 | |||||||||||||
1996 |
1.18 | 0.13 | ||||||||||||
1997 |
1.33 | 0.36 | ||||||||||||
1998 |
1.40 | April | 20 | 12.83 | ||||||||||
1999 |
1.39 | |||||||||||||
2000 |
1.42 | |||||||||||||
2001 |
1.20 | |||||||||||||
2002 |
0.88 | May | 10 | 8.99 | ||||||||||
2003 |
0.78 | |||||||||||||
2004 |
0.89 | July | 10** | 8.34 | ||||||||||
2005 |
0.87 | |||||||||||||
2006 |
0.88 | |||||||||||||
2007 |
0.90 | December | 10 | 6.51 | ||||||||||
2008 |
0.65 | |||||||||||||
2009*** |
0.31 | |||||||||||||
2010 |
0.31 | |||||||||||||
2011 |
0.34 | |||||||||||||
2012 |
0.32 | |||||||||||||
2013 |
0.35 | |||||||||||||
2014 |
0.39 | |||||||||||||
Total |
$23.48 |
* | The Funds net investment income and net realized capital gains exceeded the amount to be distributed under the Funds distribution policy. In each case, the Fund elected to pay taxes on the undistributed income and passed through a proportionate tax credit to shareholders. |
** | The number of shares offered was increased by an additional 25% to cover a portion of the over-subscription requests. |
*** | Effective with the second quarter distribution, the annual distribution rate was changed from 10 percent to 6 percent. |
DISTRIBUTION POLICY
The current policy is to pay distributions on its shares totaling approximately 6 percent of its net asset value per year, payable in four quarterly installments of 1.5% of the Funds 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 actual amounts and sources of the amounts for tax reporting purposes will depend upon the Funds 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 years distributions) contained in shareholders 1099-DIV forms after the end of the year. If the Funds net investment income and net realized 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.
ANNUAL REPORT |
|
DECEMBER 31, 2014 |
LIBERTY ALL-STAR® EQUITY FUND |
9 | |||
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www.all-starfunds.com |
USA |
10 | LIBERTY ALL-STAR® EQUITY FUND | |||
MANAGER ROUNDTABLE (UNAUDITED) | ||||
ANNUAL REPORT |
|
DECEMBER 31, 2014 |
LIBERTY ALL-STAR® EQUITY FUND |
11 | |||
MANAGER ROUNDTABLE (UNAUDITED) |
www.all-starfunds.com |
USA |
12 | LIBERTY ALL-STAR® EQUITY FUND | |||
MANAGER ROUNDTABLE (UNAUDITED) | ||||
ANNUAL REPORT |
|
DECEMBER 31, 2014 |
LIBERTY ALL-STAR® EQUITY FUND |
13 | |||
MANAGER ROUNDTABLE (UNAUDITED) |
1 | High active share is an investment term that emerged from an academic study at Yale University. Active share relates to the difference between a managers portfolio holdings and those in the relevant benchmark. The greater the difference, the higher the active share. |
www.all-starfunds.com |
USA |
14 | LIBERTY ALL-STAR® EQUITY FUND | |||
MANAGER ROUNDTABLE (UNAUDITED) | ||||
ANNUAL REPORT |
|
DECEMBER 31, 2014 |
LIBERTY ALL-STAR® EQUITY FUND |
15 | |||
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as of December 31, 2014
TOP 20 HOLDINGS *
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PERCENT OF NET ASSETS | |||||
JPMorgan Chase & Co. |
2.18% | |||||
Salesforce.com, Inc. |
2.05 | |||||
State Street Corp. |
1.96 | |||||
Citigroup, Inc. |
1.81 | |||||
Google, Inc., Class A & C |
1.74 | |||||
Visa, Inc., Class A |
1.73 | |||||
Starbucks Corp. |
1.57 | |||||
SunTrust Banks, Inc. |
1.52 | |||||
Hewlett-Packard Co. |
1.50 | |||||
American International Group, Inc. |
1.40 | |||||
MetLife, Inc. |
1.35 | |||||
Precision Castparts Corp. |
1.34 | |||||
QUALCOMM, Inc. |
1.27 | |||||
Facebook, Inc., Class A |
1.23 | |||||
Marriott International, Inc., Class A |
1.23 | |||||
Microsoft Corp. |
1.19 | |||||
Bank of America Corp. |
1.18 | |||||
Morgan Stanley |
1.13 | |||||
Schlumberger Ltd. |
1.13 | |||||
Amazon.com, Inc. |
0.98 | |||||
29.49% | ||||||
ECONOMIC SECTORS *
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PERCENT OF NET ASSETS
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Financials |
28.49% | |||||
Information Technology |
20.16 | |||||
Consumer Discretionary |
16.38 | |||||
Health Care |
11.88 | |||||
Energy |
10.40 | |||||
Industrials |
6.12 | |||||
Consumer Staples |
3.66 | |||||
Materials |
0.57 | |||||
Utilities |
0.08 | |||||
Other Net Assets |
2.26 | |||||
100.00% | ||||||
* Because the Fund is actively managed, there can be no guarantee that the Fund will continue to hold securities of the indicated issuers and sectors in the future. |
www.all-starfunds.com |
USA |
16 | LIBERTY ALL-STAR® EQUITY FUND | |||
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December 31, 2014 |
The following are the major ($5 million or more) stock changesboth purchases and salesthat were made in the Funds portfolio during the fourth quarter of 2014.
SHARES |
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SECURITY NAME | PURCHASES (SALES) | HELD AS OF 12/31/14 | ||||||||
PURCHASES
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EOG Resources, Inc. |
61,848 | 61,848 | ||||||||
Facebook, Inc., Class A |
70,689 | 193,715 | ||||||||
Ford Motor Co. |
326,400 | 326,400 | ||||||||
Gilead Sciences, Inc. |
56,903 | 69,403 | ||||||||
Las Vegas Sands Corp. |
84,678 | 84,678 | ||||||||
Stanley Black & Decker, Inc. |
52,875 | 52,875 | ||||||||
State Street Corp. |
75,176 | 302,276 | ||||||||
WPX Energy, Inc. |
610,965 | 610,965 | ||||||||
SALES
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Bank of America Corp. |
(466,540) | 807,524 | ||||||||
Becton, Dickinson & Co. |
(43,350) | 0 | ||||||||
CME Group, Inc. |
(72,045) | 0 | ||||||||
General Motors Co. |
(157,600) | 0 | ||||||||
Schlumberger Ltd. |
(86,523) | 161,815 |
ANNUAL REPORT |
|
DECEMBER 31, 2014 |
LIBERTY ALL-STAR® EQUITY FUND |
17 | |||
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as of December 31, 2014
COMMON STOCKS (97.74%) |
SHARES | MARKET VALUE | ||||||||||||
u CONSUMER DISCRETIONARY (16.38%) |
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Auto Components (1.08%) | ||||||||||||||
Delphi Automotive PLC | 14,411 | $ | 1,047,968 | |||||||||||
Johnson Controls, Inc. | 150,000 | 7,251,000 | ||||||||||||
TRW Automotive Holdings Corp.(a) | 48,400 | 4,977,940 | ||||||||||||
13,276,908 | ||||||||||||||
Automobiles (0.57%) | ||||||||||||||
Ford Motor Co. | 326,400 | 5,059,200 | ||||||||||||
Tesla Motors, Inc.(a) | 8,880 | 1,975,001 | ||||||||||||
7,034,201 | ||||||||||||||
Hotels, Restaurants & Leisure (5.12%) | ||||||||||||||
Carnival Corp. | 247,850 | 11,235,041 | ||||||||||||
Chipotle Mexican Grill, Inc.(a) | 9,390 | 6,427,549 | ||||||||||||
Las Vegas Sands Corp. | 84,678 | 4,924,872 | ||||||||||||
Marriott International, Inc., Class A | 193,281 | 15,081,716 | ||||||||||||
McDonalds Corp. | 62,000 | 5,809,400 | ||||||||||||
Starbucks Corp. | 233,682 | 19,173,608 | ||||||||||||
62,652,186 | ||||||||||||||
Household Durables (2.08%) | ||||||||||||||
Lennar Corp., Class A | 173,040 | 7,753,922 | ||||||||||||
PulteGroup, Inc. | 271,088 | 5,817,549 | ||||||||||||
Taylor Morrison Home Corp., Class A(a) | 71,159 | 1,344,194 | ||||||||||||
Toll Brothers, Inc.(a) | 307,516 | 10,538,573 | ||||||||||||
25,454,238 | ||||||||||||||
Internet & Catalog Retail (1.75%) | ||||||||||||||
Amazon.com, Inc.(a) | 38,506 | 11,950,337 | ||||||||||||
priceline.com, Inc.(a) | 8,350 | 9,520,754 | ||||||||||||
21,471,091 | ||||||||||||||
Media (3.00%) | ||||||||||||||
CBS Corp., Class B | 59,019 | 3,266,111 | ||||||||||||
Comcast Corp., Class A | 113,109 | 6,561,453 | ||||||||||||
The Interpublic Group of Cos., Inc. | 128,075 | 2,660,118 | ||||||||||||
News Corp., Class A(a) | 305,600 | 4,794,864 | ||||||||||||
News Corp., Class B(a) | 112,445 | 1,695,671 | ||||||||||||
Omnicom Group, Inc. | 93,825 | 7,268,623 | ||||||||||||
Time Warner Cable, Inc. | 21,324 | 3,242,527 | ||||||||||||
The Walt Disney Co. | 76,999 | 7,252,536 | ||||||||||||
36,741,903 | ||||||||||||||
Multi-Line Retail (0.41%) | ||||||||||||||
Dollar General Corp.(a) | 70,563 | 4,988,804 | ||||||||||||
Specialty Retail (1.90%) | ||||||||||||||
The Home Depot, Inc. | 60,760 | 6,377,977 | ||||||||||||
Office Depot, Inc.(a) | 482,550 | 4,137,866 |
See Notes to Schedule of Investments and Financial Statements.
www.all-starfunds.com |
USA |
18 | LIBERTY ALL-STAR® EQUITY FUND | |||
SCHEDULE OF INVESTMENTS | ||||
as of December 31, 2014 |
COMMON STOCKS (continued) | SHARES | MARKET VALUE | ||||||||||||
Specialty Retail (1.90%) (continued) | ||||||||||||||
Staples, Inc. | 367,550 | $ | 6,660,006 | |||||||||||
Tiffany & Co. | 57,315 | 6,124,681 | ||||||||||||
23,300,530 | ||||||||||||||
Textiles, Apparel & Luxury Goods (0.47%) | ||||||||||||||
NIKE, Inc., Class B | 59,396 | 5,710,925 | ||||||||||||
u CONSUMER STAPLES (3.66%) |
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Beverages (0.88%) | ||||||||||||||
Diageo PLC(b) | 23,316 | 2,660,123 | ||||||||||||
PepsiCo, Inc. | 61,500 | 5,815,440 | ||||||||||||
SABMiller PLC(b) | 45,418 | 2,341,752 | ||||||||||||
10,817,315 | ||||||||||||||
Food & Staples Retailing (1.06%) | ||||||||||||||
Costco Wholesale Corp. | 44,775 | 6,346,856 | ||||||||||||
CVS Health Corp. | 68,500 | 6,597,235 | ||||||||||||
12,944,091 | ||||||||||||||
Food Products (0.59%) | ||||||||||||||
Mead Johnson Nutrition Co. | 71,900 | 7,228,826 | ||||||||||||
Household Products (0.67%) | ||||||||||||||
The Procter & Gamble Co. | 90,500 | 8,243,645 | ||||||||||||
Personal Products (0.46%) | ||||||||||||||
The Estee Lauder Cos., Inc., Class A | 73,074 | 5,568,239 | ||||||||||||
u ENERGY (10.40%) |
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Energy Equipment & Services (2.45%) | ||||||||||||||
Baker Hughes, Inc. | 66,300 | 3,717,441 | ||||||||||||
Oceaneering International, Inc. | 60,775 | 3,574,178 | ||||||||||||
Schlumberger Ltd. | 161,815 | 13,820,619 | ||||||||||||
Weatherford International Ltd.(a) | 781,088 | 8,943,457 | ||||||||||||
30,055,695 | ||||||||||||||
Oil, Gas & Consumable Fuels (7.95%) | ||||||||||||||
Anadarko Petroleum Corp. | 63,929 | 5,274,143 | ||||||||||||
Arch Coal, Inc.(c) | 1,565,642 | 2,786,843 | ||||||||||||
BP PLC(b) | 244,300 | 9,312,724 | ||||||||||||
Chesapeake Energy Corp. | 518,266 | 10,142,466 | ||||||||||||
Chevron Corp. | 58,000 | 6,506,440 | ||||||||||||
Cobalt International Energy, Inc.(a) | 172,093 | 1,529,907 | ||||||||||||
ConocoPhillips | 86,500 | 5,973,690 | ||||||||||||
Devon Energy Corp. | 163,230 | 9,991,308 | ||||||||||||
EOG Resources, Inc. | 61,848 | 5,694,345 | ||||||||||||
Exxon Mobil Corp. | 44,775 | 4,139,449 |
See Notes to Schedule of Investments and Financial Statements.
ANNUAL REPORT |
|
DECEMBER 31, 2014 |
LIBERTY ALL-STAR® EQUITY FUND |
19 | |||
SCHEDULE OF INVESTMENTS |
||||
as of December 31, 2014 |
COMMON STOCKS (continued) | SHARES | MARKET VALUE | ||||||||
Oil, Gas & Consumable Fuels (7.95%) (continued) | ||||||||||
Murphy Oil Corp. | 94,175 | $ | 4,757,721 | |||||||
Occidental Petroleum Corp. | 85,000 | 6,851,850 | ||||||||
Peabody Energy Corp.(c) | 897,320 | 6,945,257 | ||||||||
Royal Dutch Shell PLC, Class A(b) | 154,493 | 10,343,306 | ||||||||
WPX Energy, Inc.(a) | 610,965 | 7,105,523 | ||||||||
97,354,972 | ||||||||||
u FINANCIALS (28.49%) |
||||||||||
Banks (0.37%) | ||||||||||
First Niagara Financial Group, Inc. |
539,370 | 4,546,889 | ||||||||
Capital Markets (6.03%) | ||||||||||
Affiliated Managers Group, Inc.(a) |
24,375 | 5,173,350 | ||||||||
Ameriprise Financial, Inc. |
34,980 | 4,626,105 | ||||||||
The Charles Schwab Corp. |
262,600 | 7,927,894 | ||||||||
Franklin Resources, Inc. |
85,600 | 4,739,672 | ||||||||
The Goldman Sachs Group, Inc. |
37,450 | 7,258,934 | ||||||||
Morgan Stanley |
357,175 | 13,858,390 | ||||||||
State Street Corp. |
305,276 | 23,964,166 | ||||||||
UBS Group AG(a) |
370,400 | 6,315,320 | ||||||||
73,863,831 | ||||||||||
Commercial Banks (5.07%) | ||||||||||
Barclays PLC(b) |
261,781 | 3,929,333 | ||||||||
BB&T Corp. |
205,000 | 7,972,450 | ||||||||
Comerica, Inc. |
70,225 | 3,289,339 | ||||||||
First Republic Bank |
102,030 | 5,317,803 | ||||||||
The PNC Financial Services Group, Inc. |
70,666 | 6,446,859 | ||||||||
Regions Financial Corp. |
651,453 | 6,879,344 | ||||||||
SunTrust Banks, Inc. |
444,978 | 18,644,578 | ||||||||
Wells Fargo & Co. |
176,000 | 9,648,320 | ||||||||
62,128,026 | ||||||||||
Consumer Finance (2.73%) | ||||||||||
American Express Co. |
42,500 | 3,954,200 | ||||||||
Capital One Financial Corp. |
101,000 | 8,337,550 | ||||||||
Visa, Inc., Class A |
80,561 | 21,123,094 | ||||||||
33,414,844 | ||||||||||
Diversified Financial Services (5.99%) | ||||||||||
Bank of America Corp. |
807,524 | 14,446,604 | ||||||||
Citigroup, Inc. |
408,754 | 22,117,679 | ||||||||
JPMorgan Chase & Co. |
426,500 | 26,690,370 | ||||||||
Voya Financial, Inc. |
239,370 | 10,144,501 | ||||||||
73,399,154 | ||||||||||
Insurance (6.79%) | ||||||||||
ACE Ltd. |
84,900 | 9,753,312 | ||||||||
The Allstate Corp. |
68,807 | 4,833,692 |
See Notes to Schedule of Investments and Financial Statements.
www.all-starfunds.com |
USA |
20 | LIBERTY ALL-STAR® EQUITY FUND | |||
SCHEDULE OF INVESTMENTS | ||||
as of December 31, 2014 |
COMMON STOCKS (continued) | SHARES | MARKET VALUE | ||||||||
Insurance (6.79%) (continued) |
||||||||||
American International Group, Inc. |
305,531 | $ | 17,112,791 | |||||||
Assured Guaranty Ltd. |
246,096 | 6,396,035 | ||||||||
Axis Capital Holdings Ltd. |
156,000 | 7,970,040 | ||||||||
First American Financial Corp. |
110,452 | 3,744,323 | ||||||||
Genworth Financial, Inc., Class A(a) |
207,100 | 1,760,350 | ||||||||
The Hartford Financial Services Group, Inc. |
238,295 | 9,934,519 | ||||||||
MetLife, Inc. |
304,725 | 16,482,575 | ||||||||
Willis Group Holdings PLC |
115,350 | 5,168,833 | ||||||||
83,156,470 | ||||||||||
Real Estate Investment Trusts (1.25%) |
||||||||||
American Tower Corp. |
118,260 | 11,690,001 | ||||||||
NorthStar Realty Finance Corp. |
170,314 | 2,994,120 | ||||||||
Paramount Group, Inc.(a) |
31,582 | 587,110 | ||||||||
15,271,231 | ||||||||||
Real Estate Management & Development (0.26%) |
||||||||||
Forest City Enterprises, Inc., Class A(a) |
147,310 | 3,137,703 | ||||||||
u HEALTH CARE (11.88%) |
||||||||||
Biotechnology (2.91%) |
||||||||||
Alexion Pharmaceuticals, Inc.(a) |
46,507 | 8,605,190 | ||||||||
BioMarin Pharmaceutical, Inc.(a) |
79,045 | 7,145,668 | ||||||||
Celgene Corp.(a) |
85,630 | 9,578,572 | ||||||||
Gilead Sciences, Inc.(a) |
69,403 | 6,541,927 | ||||||||
Pharmacyclics, Inc.(a) |
30,940 | 3,782,724 | ||||||||
35,654,081 | ||||||||||
Health Care Equipment & Supplies (1.84%) |
||||||||||
Baxter International, Inc. |
69,025 | 5,058,842 | ||||||||
Hologic, Inc.(a) |
336,400 | 8,995,336 | ||||||||
Zimmer Holdings, Inc. |
74,500 | 8,449,790 | ||||||||
22,503,968 | ||||||||||
Health Care Providers & Services (2.04%) |
||||||||||
Catamaran Corp.(a) |
206,150 | 10,668,263 | ||||||||
Cigna Corp. |
80,500 | 8,284,255 | ||||||||
Envision Healthcare Holdings, Inc.(a) |
98,163 | 3,405,274 | ||||||||
Laboratory Corp. of America Holdings(a) |
24,025 | 2,592,298 | ||||||||
24,950,090 | ||||||||||
Health Care Technology (1.52%) |
||||||||||
athenahealth, Inc.(a)(c) |
54,000 | 7,867,800 | ||||||||
Cerner Corp.(a) |
166,668 | 10,776,753 | ||||||||
18,644,553 | ||||||||||
Life Sciences Tools & Services (1.16%) |
||||||||||
Illumina, Inc.(a) |
42,700 | 7,881,566 | ||||||||
Thermo Fisher Scientific, Inc. |
50,000 | 6,264,500 | ||||||||
14,146,066 |
See Notes to Schedule of Investments and Financial Statements.
ANNUAL REPORT |
|
DECEMBER 31, 2014 |
LIBERTY ALL-STAR® EQUITY FUND |
21 | |||
SCHEDULE OF INVESTMENTS |
||||
as of December 31, 2014 |
COMMON STOCKS (continued) | SHARES | MARKET VALUE | ||||||||
Pharmaceuticals (2.41%) |
||||||||||
Abbott Laboratories |
107,925 | $ | 4,858,784 | |||||||
Allergan, Inc. |
30,555 | 6,495,687 | ||||||||
Johnson & Johnson |
66,500 | 6,953,905 | ||||||||
Perrigo Co. PLC |
20,942 | 3,500,665 | ||||||||
Teva Pharmaceutical Industries Ltd.(b) |
134,200 | 7,717,842 | ||||||||
29,526,883 | ||||||||||
uINDUSTRIALS (6.12%) |
||||||||||
Aerospace & Defense (1.94%) |
||||||||||
The Boeing Co. |
4,845 | 629,753 | ||||||||
Bombardier, Inc., Class B |
872,993 | 3,134,045 | ||||||||
Precision Castparts Corp. |
68,262 | 16,442,950 | ||||||||
Textron, Inc. |
84,399 | 3,554,042 | ||||||||
23,760,790 | ||||||||||
Building Products (0.49%) |
||||||||||
Masco Corp. |
238,725 | 6,015,870 | ||||||||
Electrical Equipment (0.72%) |
||||||||||
Eaton Corp. PLC |
129,000 | 8,766,840 | ||||||||
Machinery (1.43%) |
||||||||||
Caterpillar, Inc. |
62,000 | 5,674,860 | ||||||||
Parker-Hannifin Corp. |
52,825 | 6,811,784 | ||||||||
Stanley Black & Decker, Inc. |
52,875 | 5,080,230 | ||||||||
17,566,874 | ||||||||||
Trading Companies & Distributors (1.23%) |
||||||||||
Fastenal Co. |
242,593 | 11,537,723 | ||||||||
United Rentals, Inc.(a) |
33,961 | 3,464,362 | ||||||||
15,002,085 | ||||||||||
Transportation Infrastructure (0.31%) |
||||||||||
Aegean Marine Petroleum Network, Inc. |
271,629 | 3,808,238 | ||||||||
uINFORMATION TECHNOLOGY (20.16%) |
||||||||||
Communications Equipment (2.00%) |
||||||||||
Cisco Systems, Inc. |
319,000 | 8,872,985 | ||||||||
QUALCOMM, Inc. |
209,400 | 15,564,702 | ||||||||
24,437,687 | ||||||||||
Computers & Peripherals (2.12%) |
||||||||||
Hewlett-Packard Co. |
457,525 | 18,360,478 | ||||||||
Stratasys Ltd.(a)(c) |
91,148 | 7,575,311 | ||||||||
25,935,789 | ||||||||||
Electronic Equipment & Instruments (1.76%) |
||||||||||
Avnet, Inc. |
13,021 | 560,163 | ||||||||
Corning, Inc. |
256,200 | 5,874,666 | ||||||||
TE Connectivity Ltd. |
150,475 | 9,517,544 |
See Notes to Schedule of Investments and Financial Statements.
www.all-starfunds.com |
USA |
22 | LIBERTY ALL-STAR® EQUITY FUND | |||
SCHEDULE OF INVESTMENTS | ||||
as of December 31, 2014 | ||||
COMMON STOCKS (continued) | SHARES | MARKET VALUE | ||||||||||||
Electronic Equipment & Instruments (1.76%) (continued) |
||||||||||||||
Trimble Navigation Ltd.(a) |
210,915 | $ | 5,597,684 | |||||||||||
21,550,057 | ||||||||||||||
Internet Software & Services (6.31%) |
||||||||||||||
Alibaba Group Holding Ltd.(a)(b) |
46,367 | 4,819,386 | ||||||||||||
CoStar Group, Inc.(a) |
27,426 | 5,036,237 | ||||||||||||
Equinix, Inc. |
33,006 | 7,483,450 | ||||||||||||
Facebook, Inc., Class A(a) |
193,715 | 15,113,644 | ||||||||||||
Google, Inc., Class A(a) |
18,227 | 9,672,340 | ||||||||||||
Google, Inc., Class C(a) |
22,110 | 11,638,704 | ||||||||||||
LinkedIn Corp., Class A(a) |
33,420 | 7,676,908 | ||||||||||||
Mercadolibre, Inc. |
32,920 | 4,202,897 | ||||||||||||
Rackspace Hosting, Inc.(a) |
249,141 | 11,662,290 | ||||||||||||
77,305,856 | ||||||||||||||
IT Services (0.38%) |
||||||||||||||
Teradata Corp.(a) |
106,000 | 4,630,080 | ||||||||||||
Semiconductors & Semiconductor Equipment (1.91%) |
||||||||||||||
ARM Holdings PLC(b) |
148,620 | 6,881,106 | ||||||||||||
Intel Corp. |
218,275 | 7,921,200 | ||||||||||||
Micron Technology, Inc.(a) |
244,061 | 8,544,575 | ||||||||||||
23,346,881 | ||||||||||||||
Software (5.68%) |
||||||||||||||
Microsoft Corp. |
314,775 | 14,621,299 | ||||||||||||
Oracle Corp. |
191,025 | 8,590,394 | ||||||||||||
Salesforce.com, Inc.(a) |
422,738 | 25,072,591 | ||||||||||||
ServiceNow, Inc.(a) |
111,300 | 7,551,705 | ||||||||||||
Splunk, Inc.(a) |
90,900 | 5,358,555 | ||||||||||||
Symantec Corp. |
327,482 | 8,401,550 | ||||||||||||
69,596,094 | ||||||||||||||
u MATERIALS (0.57%) |
||||||||||||||
Chemicals (0.57%) |
||||||||||||||
EI du Pont de Nemours & Co. |
95,000 | 7,024,300 | ||||||||||||
u UTILITIES (0.08%) |
||||||||||||||
Electric Utilities (0.08%) |
||||||||||||||
FirstEnergy Corp. |
26,225 | 1,022,513 | ||||||||||||
TOTAL COMMON STOCKS |
1,196,957,312 |
See Notes to Schedule of Investments and Financial Statements.
ANNUAL REPORT |
|
DECEMBER 31, 2014 |
LIBERTY ALL-STAR® EQUITY FUND |
23 | |||
SCHEDULE OF INVESTMENTS |
||||
as of December 31, 2014 |
SHORT TERM INVESTMENTS (4.58%) | PAR VALUE/SHARES | MARKET VALUE | ||||||||||||
u REPURCHASE AGREEMENT (3.31%) |
||||||||||||||
Repurchase agreement with State Street Bank & Trust Co., dated 12/31/14, due 01/02/15 at 0.01%, collateralized by Federal Home Loan Mortgage Corp., 3.00%, 03/15/43, market value of $41,347,791 and par value of $51,395,000. (Repurchase proceeds of $40,525,023). (COST OF $40,525,000) | $ 40,525,000 | $ | 40,525,000 | |||||||||||
u INVESTMENTS PURCHASED WITH CASH COLLATERAL FROM SECURITIES LOANED (1.27%) |
||||||||||||||
State Street Navigator Securities Lending Prime Portfolio, 0.19% (COST OF $15,594,222) |
15,594,222 | 15,594,222 | ||||||||||||
TOTAL SHORT TERM INVESTMENTS (COST OF $56,119,222) |
56,119,222 | |||||||||||||
TOTAL INVESTMENTS (102.32%) (COST OF $988,111,446)(d) |
1,253,076,534 | |||||||||||||
LIABILITIES IN EXCESS OF OTHER ASSETS (-2.32%) |
(28,374,696 | ) | ||||||||||||
NET ASSETS (100.00%) |
$ | 1,224,701,838 | ||||||||||||
| ||||||||||||||
NET ASSET VALUE PER SHARE |
||||||||||||||
(179,031,327 SHARES OUTSTANDING) |
$ | 6.84 | ||||||||||||
|
Notes to Schedule of Investments:
(a) | Non-income producing security. |
(b) | American Depositary Receipt. |
(c) | Security, or a portion of the security position, is currently on loan. |
(d) | Cost of investments for federal income tax purposes is $995,160,632. |
Gross unrealized appreciation and depreciation at December 31, 2014 based on cost of investments for federal income tax purposes is as follows:
Gross unrealized appreciation |
$ | 311,047,967 | ||
Gross unrealized depreciation |
(53,132,065 | ) | ||
Net unrealized appreciation |
$ | 257,915,902 |
See Notes to Schedule of Investments and Financial Statements.
www.all-starfunds.com |
USA |
24 | LIBERTY ALL-STAR® EQUITY FUND | |||||
| ||||||
December 31, 2014 |
|
||||
ASSETS: |
||||
Investments at market value (Cost $988,111,446) |
$ | 1,253,076,534 | ||
Cash |
3,274 | |||
Receivable for investment securities sold |
5,808,835 | |||
Dividends and interest receivable |
1,063,398 | |||
Prepaid and other assets |
2,110 | |||
TOTAL ASSETS |
1,259,954,151 | |||
LIABILITIES: |
||||
Payable for investments purchased |
7,444,812 | |||
Distributions payable to shareholders |
11,053,482 | |||
Investment advisory fee payable |
742,000 | |||
Payable for administration, pricing and bookkeeping fees |
190,055 | |||
Payable for collateral upon return of securities loaned |
15,594,222 | |||
Accrued expenses |
227,742 | |||
TOTAL LIABILITIES |
35,252,313 | |||
NET ASSETS |
$ | 1,224,701,838 | ||
NET ASSETS REPRESENTED BY: |
||||
Paid-in capital |
$ | 983,711,254 | ||
Distributions in excess of net investment income |
(11,053,482 | ) | ||
Accumulated net realized loss on investments |
(12,921,022 | ) | ||
Net unrealized appreciation on investments |
264,965,088 | |||
NET ASSETS |
$ | 1,224,701,838 | ||
Shares of common stock outstanding |
179,031,327 | |||
NET ASSET VALUE PER SHARE |
$ | 6.84 | ||
See Notes to Financial Statements.
ANNUAL REPORT |
|
DECEMBER 31, 2014 |
LIBERTY ALL-STAR® EQUITY FUND |
25 | |||
|
||||
Year Ended December 31, 2014 |
|
||||
INVESTMENT INCOME: |
||||
Dividends (Net of foreign taxes withheld at source which amounted to $108,316) |
$ | 15,953,968 | ||
Securities lending income |
16,710 | |||
Interest |
3,468 | |||
TOTAL INVESTMENT INCOME |
15,974,146 | |||
EXPENSES: |
||||
Investment advisory fee |
8,553,568 | |||
Administration fee |
2,138,392 | |||
Pricing and bookkeeping fees |
195,494 | |||
Audit fee |
49,166 | |||
Custodian fee |
102,547 | |||
Insurance expense |
59,960 | |||
Legal fees |
335,418 | |||
NYSE fee |
154,112 | |||
Shareholder communication expenses |
150,485 | |||
Transfer agent fees |
112,782 | |||
Trustees fees and expenses |
231,700 | |||
Miscellaneous expenses |
108,594 | |||
TOTAL EXPENSES |
12,192,218 | |||
NET INVESTMENT INCOME |
3,781,928 | |||
REALIZED AND UNREALIZED GAIN ON INVESTMENTS: |
||||
Net realized gain on investment transactions |
47,267,828 | |||
Net change in unrealized appreciation on investments |
44,084,187 | |||
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS |
91,352,015 | |||
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS |
$ | 95,133,943 | ||
See Notes to Financial Statements
www.all-starfunds.com |
USA |
26 | LIBERTY ALL-STAR® EQUITY FUND | |||
| ||||
Year Ended December 31, |
||||||||
2014 | 2013 | |||||||
FROM OPERATIONS: |
||||||||
Net investment income |
$ | 3,781,928 | $ | 4,844,127 | ||||
Net realized gain on investment transactions |
47,267,828 | 106,711,684 | ||||||
Net change in unrealized appreciation on investments |
44,084,187 | 200,751,072 | ||||||
Net Increase in Net Assets From Operations |
95,133,943 | 312,306,883 | ||||||
DISTRIBUTIONS TO SHAREHOLDERS: |
||||||||
From net investment income |
(14,835,410 | ) | (57,133,067 | ) | ||||
From net realized gains on investments |
(52,825,167 | ) | (6,914,894 | ) | ||||
Tax return of capital |
(1,286,981 | ) | | |||||
Total Distributions |
(68,947,558 | ) | (64,047,961 | ) | ||||
CAPITAL SHARE TRANSACTIONS: |
||||||||
Dividend reinvestments |
21,199,279 | 22,735,370 | ||||||
Shares repurchased through tender offer |
| (84,804,604 | ) | |||||
Net increase/(decrease) resulting from Capital Share Transactions |
21,199,279 | (62,069,234 | ) | |||||
Net Increase in Net Assets |
47,385,664 | 186,189,688 | ||||||
NET ASSETS: |
||||||||
Beginning of period |
1,177,316,174 | 991,126,486 | ||||||
End of period (Includes distributions in excess of net investment income of |
$ | 1,224,701,838 | $ | 1,177,316,174 | ||||
See Notes to Financial Statements
ANNUAL REPORT |
|
DECEMBER 31, 2014 |
LIBERTY ALL-STAR® EQUITY FUND |
27 | |||
|
Year Ended December 31, | ||||||||||||||||||||||
2014 | 2013 | 2012 | 2011 | 2010 | ||||||||||||||||||
PER SHARE OPERATING PERFORMANCE: |
||||||||||||||||||||||
Net asset value at beginning of year |
$ | 6.71 | $ | 5.35 | $ | 4.99 | $ | 5.69 | $ | 5.23 | ||||||||||||
INCOME FROM INVESTMENT OPERATIONS: |
||||||||||||||||||||||
Net investment income(a) |
0.02 | 0.03 | 0.04 | 0.02 | 0.00 | (b) | ||||||||||||||||
Net realized and unrealized gain/(loss) on investments |
0.50 | 1.66 | 0.64 | (0.38 | ) | 0.77 | ||||||||||||||||
Total from Investment Operations |
0.52 | 1.69 | 0.68 | (0.36 | ) | 0.77 | ||||||||||||||||
LESS DISTRIBUTIONS TO SHAREHOLDERS: |
||||||||||||||||||||||
Net investment income |
(0.08 | ) | (0.31 | ) | (0.32 | ) | (0.26 | ) | (0.24 | ) | ||||||||||||
Net realized gain on investments |
(0.30 | ) | (0.04 | ) | | | | |||||||||||||||
Tax return of capital |
(0.01 | ) | | | (0.08 | ) | (0.07 | ) | ||||||||||||||
Total Distributions |
(0.39 | ) | (0.35 | ) | (0.32 | ) | (0.34 | ) | (0.31 | ) | ||||||||||||
Change due to tender offer(c) |
| 0.02 | | | | |||||||||||||||||
Net asset value at end of year |
$ | 6.84 | $ | 6.71 | $ | 5.35 | $ | 4.99 | $ | 5.69 | ||||||||||||
Market price at end of year |
$ | 5.98 | $ | 5.97 | $ | 4.77 | $ | 4.22 | $ | 4.93 | ||||||||||||
TOTAL INVESTMENT RETURN FOR SHAREHOLDERS:(d) |
|
|||||||||||||||||||||
Based on net asset value |
8.9 | % | 33.8 | % | 14.7 | % | (5.8 | %) | 16.3 | % | ||||||||||||
Based on market price |
7.0 | % | 33.5 | % | 20.9 | % | (8.1 | %) | 21.7 | % | ||||||||||||
RATIOS AND SUPPLEMENTAL DATA: |
||||||||||||||||||||||
Net assets at end of year (millions) |
$ | 1,225 | $ | 1,177 | $ | 991 | $ | 912 | $ | 1,039 | ||||||||||||
Ratio of expenses to average net assets after reimbursement |
N/A | N/A | 1.07 | % | N/A | N/A | ||||||||||||||||
Ratio of expenses to average net assets before reimbursement |
1.03 | % | 1.05 | % | 1.08 | % | 1.05 | % | 1.08 | % | ||||||||||||
Ratio of net investment income to average net assets |
0.32 | % | 0.44 | % | 0.72 | % | 0.33 | % | 0.08 | % | ||||||||||||
Portfolio turnover rate |
36 | % | 41 | % | 45 | % | 48 | % | 52 | % |
(a) | Calculated using average shares outstanding during the period. |
(b) | Less than $0.005 per share. |
(c) | Effect of Funds tender offer for shares at a price below net asset value, net of costs. |
(d) | Calculated assuming all distributions are reinvested at actual reinvestment prices. The net asset value and market price returns will differ depending upon the level of any discount from or premium to net asset value at which the Funds shares traded during the period. Past performance is not a guarantee of future results. |
See Notes to Financial Statements
www.all-starfunds.com |
USA |
28 | LIBERTY ALL-STAR® EQUITY FUND | |||
|
December 31, 2013 |
ANNUAL REPORT |
|
DECEMBER 31, 2014 |
LIBERTY ALL-STAR® EQUITY FUND |
29 | |||
NOTES TO FINANCIAL STATEMENTS |
December 31, 2014
Gross Amounts Not Offset in the Statement of Financial Position |
||||||||||||||||||||||||
Description | Gross Amounts of Recognized Assets |
Gross Amounts Offset in the Statement of Assets and Liabilities |
Net Amounts Presented in the Statement of Assets and Liabilities |
Financial Instruments Collateral Received* |
Cash Collateral Received |
Net Amount |
||||||||||||||||||
Repurchase Agreement |
$ | 40,525,000 | $ | | $ | 40,525,000 | $ | (40,525,000 | ) | $ | | $ | | |||||||||||
Total |
$ | 40,525,000 | $ | | $ | 40,525,000 | $ | (40,525,000 | ) | $ | | $ | | |||||||||||
* These amounts do not include the excess collateral received. |
|
www.all-starfunds.com |
USA |
30 | LIBERTY ALL-STAR® EQUITY FUND | |||
NOTES TO FINANCIAL STATEMENTS | ||||
December 31, 2014 |
ANNUAL REPORT |
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DECEMBER 31, 2014 |
LIBERTY ALL-STAR® EQUITY FUND |
31 | |||
NOTES TO FINANCIAL STATEMENTS |
||||
December 31, 2014 |
www.all-starfunds.com |
USA |
32 | LIBERTY ALL-STAR® EQUITY FUND | |||
NOTES TO FINANCIAL STATEMENTS | ||||
December 31, 2014 |
ANNUAL REPORT |
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DECEMBER 31, 2014 |
LIBERTY ALL-STAR® EQUITY FUND |
33 | |||
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TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF LIBERTY ALL-STAR® EQUITY FUND:
We have audited the accompanying statement of assets and liabilities of Liberty All-Star® Equity Fund (the Fund), including the schedule of investments, as of December 31, 2014, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2014, by correspondence with the custodian and brokers; where replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Liberty All-Star® Equity Fund, as of December 31, 2014, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
DELOITTE & TOUCHE LLP
Denver, Colorado
February 19, 2015
www.all-starfunds.com |
USA |
34 | LIBERTY ALL-STAR® EQUITY FUND | |||
BOARD CONSIDERATION OF THE RENEWAL OF THE FUND MANAGEMENT | ||||
ANNUAL REPORT |
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DECEMBER 31, 2014 |
LIBERTY ALL-STAR® EQUITY FUND |
35 | |||
BOARD CONSIDERATION OF THE RENEWAL OF THE FUND MANAGEMENT AND PORTFOLIO MANAGEMENT AGREEMENTS (UNAUDITED) |
www.all-starfunds.com |
USA |
36 | LIBERTY ALL-STAR® EQUITY FUND | |||
BOARD CONSIDERATION OF THE RENEWAL OF THE FUND MANAGEMENT AND PORTFOLIO MANAGEMENT AGREEMENTS (UNAUDITED) | ||||
ANNUAL REPORT |
|
DECEMBER 31, 2014 |
LIBERTY ALL-STAR® EQUITY FUND |
37 | |||
BOARD CONSIDERATION OF THE RENEWAL OF THE FUND MANAGEMENT AND PORTFOLIO MANAGEMENT AGREEMENTS (UNAUDITED) |
www.all-starfunds.com |
USA |
38 | LIBERTY ALL-STAR® EQUITY FUND | |||
AUTOMATIC DIVIDEND REINVESTMENT AND DIRECT PURCHASE PLAN (UNAUDITED) | ||||
ANNUAL REPORT |
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DECEMBER 31, 2014 |
LIBERTY ALL-STAR® EQUITY FUND |
39 | |||
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All 2014 distributions, whether received in cash or shares of the Fund, consist of the following:
(1) ordinary dividends,
(2) short-term capital gains,
(3) return of capital, and
(4) long-term capital gains
The table below details the breakdown of each 2014 distribution for federal income tax purposes.
TOTAL ORDINARY DIVIDENDS | ||||||||||||
RECORD DATE | PAYABLE DATE | AMOUNT PER SHARE |
QUALIFIED | NON-QUALIFIED | LONG-TERM CAPITAL GAINS** |
RETURN OF CAPITAL | ||||||
01/24/14 |
03/10/14 | $0.10 | 26.16% | 2.20% | 69.42% | 2.22% | ||||||
05/02/14 |
06/16/14 | $0.10 | 26.16% | 2.20% | 69.42% | 2.22% | ||||||
08/01/14 |
09/15/14 | $0.10 | 26.16% | 2.20% | 69.42% | 2.22% | ||||||
10/31/14 |
01/02/15 | $0.027962 | 26.16% | 2.20% | 69.42% | 2.22% | ||||||
10/31/14* |
01/02/15 | $0.062038 | | | | |
* | Pursuant to Section 852 of the Internal Revenue Code, the taxability of this distribution will be reported in the Form 1099-DIV for 2015. |
** | Pursuant to Section 852(b) (3) of the Internal Revenue Code, Liberty All-Star Equity Fund designated $40,191,325 as long-term capital gain dividends. |
Tax Designations
The Fund designates the following as a percentage of taxable ordinary income distributions for the calendar year ended December 31, 2014:
Qualified Dividend Income |
92.26% | |
Dividend Received Deduction |
78.72% |
DESCRIPTION OF LIPPER BENCHMARK AND MARKET INDICES (UNAUDITED)
Dow Jones Industrial Average
A price-weighted measure of 30 U.S. blue-chip companies.
Lipper Large-Cap Core Mutual Fund Average
The average of funds that, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) above Lippers U.S. domestic equity large-cap floor. These funds typically have an average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P 500® Index.
NASDAQ Composite Index
Measures all NASDAQ domestic and international based common type stocks listed on the NASDAQ Stock Market.
Russell 1000® Growth Index
Measures the performance of those Russell 1000® companies with higher price-to-book ratios and higher forecasted growth values. The Russell 1000® Index measures the performance of the 1,000 largest companies in the Russell 3000® Index.
Russell 1000® Value Index
Measures the performance of those Russell 1000® companies with lower price-to-book ratios and lower forecasted growth values. The Russell 1000® Index measures the performance of the 1,000 largest companies in the Russell 3000® Index.
Russell 3000® Index
Measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market.
S&P 500® Index
A large cap U.S. equities index that includes 500 leading companies and captures approximately 80% coverage of available market capitalization.
An investor cannot invest directly in an index.
www.all-starfunds.com |
USA |
40 | LIBERTY ALL-STAR® EQUITY FUND | |||
| ||||
The names of the Trustees and Officers of the Liberty All-Star® Equity Fund, the date each was first elected or appointed to office, their term of office, their principal business occupations and other directorships they have held during at least the last five years, are shown below.
INDEPENDENT TRUSTEES
NAME (AGE) AND ADDRESS* |
POSITION WITH EQUITY FUND, TERM OF OFFICE AND LENGTH OF SERVICE |
PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS |
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR |
OTHER DIRECTORSHIPS HELD | ||||
| ||||||||
John A. Benning, Year of Birth: 1934 | Trustee Since 2002, Term expires 2015 |
Retired since December, 1999. |
2 | Director, Liberty All-Star® Growth Fund, Inc. (since 2002). | ||||
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Thomas W. Brock, Year of Birth: 1947 | Trustee Since 2005, Term expires 2017 |
Director, Silver Bay Realty (December 2012 present); Former Chief Executive Officer, Stone Harbor Investment Partners LP (April 2006-2012); Adjunct Professor, Columbia University Graduate School of Business (since 1998). |
2 | Director, Liberty All-Star® Growth Fund, Inc. (since 2005). | ||||
| ||||||||
George R. Gaspari, Year of Birth: 1940 | Trustee Since 2006, Term Expires 2017 |
Financial Services Consultant (1996 2012). |
2 | Director, Liberty All-Star® Growth Fund, Inc. (since 1999); Trustee (since 1999) and Chairman-Audit Committee (since January 2015), The Select Sector SPDR Trust (since 1999) | ||||
| ||||||||
Richard W. Lowry, Year of Birth: 1936 |
Trustee Since 1986, Term expires 2016 Chairman since 2004 |
Private Investor since August 1987. |
2 | Director, Liberty All-Star® Growth Fund, Inc. (since 1994). | ||||
| ||||||||
John J. Neuhauser, Year of Birth: 1943 |
Trustee Since 1998, Term Expires 2016 |
President, St. Michaels College (since August, 2007); University Professor December 2005 2007, Boston College (formerly Academic Vice President and Dean of Faculties, from August 1999 to December 2005, Boston College). |
2 | Director, Liberty All-Star®Growth Fund, Inc. (since 1998); Trustee, Columbia Funds Series Trust I (since 1985). | ||||
| ||||||||
Richard C. Rantzow, Year of Birth: 1938 |
Trustee Since 2006, Term expires 2016 |
Retired; Ernst & Young, Partner (1993); Chief Financial Officer, MillerSports (1993-1998). |
2 | Director and Chairman-Audit Committee, Liberty All-Star®Growth Fund, Inc. (since 2006); Trustee and Chairman-Audit Committee, Clough Global Allocation Fund (since 2004), Trustee, Clough Global Equity Fund (since 2005) and Trustee and Chairman- Audit Committee, Clough Global Opportunities Fund (since 2006) |
* | The address for all Directors and Officers is: c/o ALPS Fund Services, Inc., 1290 Broadway, Suite 1100; Denver, CO 80203. |
ANNUAL REPORT |
|
DECEMBER 31, 2014 |
LIBERTY ALL-STAR® EQUITY FUND |
41 | |||
TRUSTEES AND OFFICERS (UNAUDITED) |
INTERESTED TRUSTEE
NAME (AGE) AND ADDRESS* |
POSITION WITH EQUITY FUND, TERM OF OFFICE AND LENGTH OF SERVICE |
PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS |
NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR** |
OTHER DIRECTORSHIPS HELD | ||||
| ||||||||
Edmund J. Burke,** Year of Birth: 1961 | Trustee Since 2006, Term expires 2015; |
Chief Executive Officer and President of ALPS Holdings, Inc., a DST Company (since November 2011); CEO and a Director of: ALPS Holdings, Inc. (since 2005); Director of ALPS Advisors, Inc. (since 2001), ALPS Distributors, Inc. (since 2000), ALPS Fund Services, Inc., (since 2000) and ALPS Portfolio Solutions Distributor, Inc. (since 2013). Mr. Burke is also a Director of Boston Financial Data Services (since 2013). |
2 | Director, Liberty All-Star® Growth Fund, Inc. (since 2006); President (since 2006), Trustee and Chairman (since 2009), Financial Investors Trust; Trustee (since 2004) and President (since 2006), Clough Global Allocation Fund, Trustee (since 2006), and President (since 2005), Clough Global Equity Fund, Trustee and President (since 2006), Clough Global Opportunities Fund. Mr. Burke is deemed an affiliate of the Funds as defined under the 1940 Act. |
OFFICERS
NAME (AGE) AND ADDRESS* |
POSITION WITH EQUITY FUND |
YEAR FIRST ELECTED OR APPOINTED TO OFFICE |
PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS | |||
| ||||||
William R. Parmentier, Jr., Year of Birth: 1952 |
President | 1999 | Chief Investment Officer, ALPS Advisors, Inc. (since 2006); President of the Liberty All-Star Fund (since April 1999); Senior Vice President, Banc of America Investment Advisors, Inc. (2005-2006). Mr. Parmentier is deemed an affiliate of the Funds as defined under the 1940 Act. | |||
| ||||||
Mark T. Haley, CFA, Year of Birth: 1964 |
Senior Vice President | 1999 | Senior Vice President of the Liberty All-Star Funds (since January 1999); Vice President, ALPS Advisors, Inc. (since 2006); Vice President, Banc of America Investment Advisors (1999-2006). Mr. Haley is deemed an affiliate of the Funds as defined under the 1940 Act. | |||
| ||||||
Edmund J. Burke Year of Birth: 1961 |
Vice President | 2006 | Chief Executive Officer and President of ALPS Holdings, Inc., a DST Company (since November 2011); CEO and a Director of: ALPS Holdings, Inc. (since 2005); Director of ALPS Advisors, Inc. (since 2001), ALPS Distributors, Inc. (since 2000), ALPS Fund Services, Inc., (since 2000) and ALPS Portfolio Solutions Distributor, Inc. (since 2013). Mr. Burke is also a Director of Boston Financial Data Services (since 2013).Mr. Burke is deemed an affiliate of the Funds as defined under the 1940 Act. |
* | The address for all Trustees is: c/o ALPS Fund Services, Inc., 1290 Broadway, Suite 1100; Denver, CO 80203. |
** | Mr. Burke is an interested person of the Funds, as defined in the 1940 Act, because he is an officer of ALPS Holdings, Inc. and a Director of ALPS Advisors, Inc. and ALPS Fund Services, Inc. |
www.all-starfunds.com |
USA |
42 | LIBERTY ALL-STAR® EQUITY FUND | |||
TRUSTEES AND OFFICERS (UNAUDITED) | ||||
OFFICERS (continued)
NAME (AGE) AND ADDRESS* |
POSITION WITH EQUITY FUND |
YEAR FIRST ELECTED OR APPOINTED TO OFFICE |
PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS | |||
| ||||||
Kimberly R. Storms, Year of Birth: 1972 |
Treasurer | 2013 | Director of Fund Administration and Senior Vice President of ALPS Fund Services, Inc. Ms. Storms is currently Treasurer of Financial Investors Trust and ALPS Series Trust; and Chief Financial Officer of Arbitrage Funds. Ms. Storms is also on the Board of Directors of the Denver Center for Crime Victims. Ms. Storms is deemed an affiliate of the Funds as defined under the 1940 Act. | |||
| ||||||
Melanie H. Zimdars, Year of Birth: 1976 |
Chief Compliance Officer | 2009 | Ms. Zimdars is Vice President and Deputy Chief Compliance Officer with ALPS. Prior to joining ALPS in September 2009, Ms. Zimdars served as Principal Financial Officer, Treasurer and Secretary for the Wasatch Funds from February 2007 to December 2008. From November 2006 to February 2007, she served as Assistant Treasurer for the Wasatch Funds and served as a Senior Compliance Officer for Wasatch Advisors, Inc. since 2005. Ms. Zimdars is currently the CCO for ALPS Variable Investment Trust, ALPS ETF Trust, Broadview Opportunity Trust, Liberty All-Star Growth Fund, Inc., PowerShares QQQ Trust and BLDRS Index Funds Trust. Because of her position with ALPS, Ms. Zimdars is deemed to be an affiliate of the Trust. | |||
| ||||||
Erin D. Nelson, Year of Birth: 1977 |
Secretary | 2013 | Vice President and Assistant General Counsel of ALPS Advisors, Inc. and Vice President of ALPS Fund Services, Inc., and ALPS Portfolio Solutions Distributor, Inc. Ms. Nelson is currently Secretary of ALPS ETF Trust, Clough Global Allocation Fund, Clough Global Equity Fund, Clough Global Opportunities Fund, and Principal Real Estate Income Fund. Ms. Nelson is deemed an affiliate of the Funds as defined under the 1940 Act. | |||
| ||||||
Alex J. Marks, Year of Birth: 1974 |
Assistant Secretary | 2011 | Employee of ALPS Fund Services, Inc. since June 2011. Mr. Marks also served as an employee of ALPS Fund Services, Inc. from July 2006 to September 2010. Mr. Marks is deemed an affiliate of the Funds as defined under the 1940 Act. |
* | The address for all Trustees is: c/o ALPS Fund Services, Inc., 1290 Broadway, Suite 1100; Denver, CO 80203 |
ANNUAL REPORT |
|
DECEMBER 31, 2014 |
LIBERTY ALL-STAR® EQUITY FUND |
43 | |||
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www.all-starfunds.com |
USA |
Item 2. Code of Ethics.
(a) | The registrant has, as of the end of the period covered by this report, adopted a code of ethics that applies to the registrants principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. |
(b) | Not Applicable. |
(c) | During the period covered by this report, there were not any amendments to a provision of the code of ethics adopted in 2(a) above. |
(d) | During the period covered by this report, there were not any waivers or implicit waivers to a provision of the code of ethics adopted in 2(a) above. |
(e) | Not Applicable. |
(f) | The registrants Board of Trustees adopted, effective December 10, 2007, a revised code of ethics described in 2(a) above. The revised code of ethics is incorporated by reference to the registrants Form N-CSR filing made on March 7, 2008. There have been no revisions to such code of ethics since that date. |
Item 3. Audit Committee Financial Expert.
(a) | (1)(i) The registrants Board of Trustees has determined that there is one audit committee financial expert serving on its audit committee. |
(2) The registrants Board of Trustees has determined that Mr. Richard C. Rantzow is an audit committee financial expert and is independent as defined in paragraph (a)(2) of Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
(a) Audit Fees. The aggregate fees billed for each of the fiscal years ended December 31, 2013 and December 31, 2014 were approximately $41,000 and $41,000, respectively, for professional services rendered by the principal accountant for the audit of the registrants annual financial statements or services that are normally provided by the accountant in connection with the statutory and regulatory filings or engagements for those fiscal years
(b) Audit-Related Fees. The aggregate fees billed in each of the fiscal years ended December 31, 2013 December 31, 2014 were $0 and $0, respectively, for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrants financial statements and are not reported under paragraph (a) of this Item
(c) Tax Fees. The aggregate fees billed in each of the fiscal years ended December 31, 2013 and December 31, 2014 were approximately $3,915 and $3,940, respectively.
Tax Fees in both fiscal years 2013 and 2014 consist primarily of the review of annual tax returns and include amounts for professional services rendered by the principal accountant for tax compliance, tax advice and tax planning.
(d) All Other Fees. The aggregate fees billed in each of the fiscal years ended December 31, 2013 and December 31, 2014 were $0 and $0, respectively, for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item.
(e)(1) Audit Committee Pre-Approval Policies and Procedures
The registrants Audit Committee is required to pre-approve the engagement of the registrants independent accountants to provide audit and non-audit services to the registrant and non-audit services to its investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) or any entity controlling, controlled by, or under common control with such investment adviser that provides ongoing services to the registrant (Adviser Affiliates), if the engagement relates directly to the operations or financial reporting of the registrant, including the fees and other compensation to be paid to the independent accountants.
The Audit Committee has adopted a Policy for Engagement of Independent Accountants for Audit and Non-Audit Services (Policy). The Policy sets forth the understanding of the Audit Committees regarding the engagement of the registrants independent accountants to provide (i) audit and permissible audit-related, tax and other services to the registrant; (ii) non-audit services to the registrants investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Adviser Affiliates, if the engagement relates directly to the operations or financial reporting of a Fund; and (iii) other audit and non-audit services to the registrants investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Adviser Affiliates. Unless a type of service receives general pre-approval under the Policy, it requires specific pre-approval by the Audit Committee if it is to be provided by the independent accountants. Pre-approval of non-audit services to the registrant, the registrants investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Adviser Affiliates may be waived provided that the de minimis requirements set forth in the SECs rules relating to pre-approval of non-audit services are met.
Under the Policy, the Audit Committee 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 Audit Committee at its next regular meeting. The Audit Committees responsibilities with respect to the pre-approval of services performed by the independent accountants may not be delegated to management.
The Policy requires the Fund Treasurer and/or Director of Board Administration to submit to the Audit Committee, 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 Audit Committee is in agreement with the specific types of services that the independent accountants will be permitted to perform.
(e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved pursuant to the de minimis exception under paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X during both fiscal years ended December 31, 2013 and December 31, 2014 was zero.
(f) Not Applicable.
(g) The aggregate non-audit fees billed by the registrants account for each of the fiscal years ended December 31, 2013 and December 31, 2014 $225,415 and $303,560, respectively, for services rendered to the registrant, and rendered to the registrants investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant. These fees consisted of non-audit fees billed to (i) the registrant of $3,915 in 2013 and $3,940 in 2014 as described in response to paragraph (c) of this Item, and (ii) to ALPS Fund Services, Inc. (AFS), an entity under common control with the ALPS Advisors, Inc., the registrants investment adviser, of $221,500 in 2013 and $299,620 in 2014. The non-audit fees billed to AFS related to SSAE 16 services and other compliance related matters.
(h) The registrants Audit Committee has considered whether the provision of non-audit services that were rendered to the registrants investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or
under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the principal accountants independence. The Audit Committee determined that the provision of such services is compatible with maintaining the principal accountants independence.
Item 5. Audit Committee of Listed Registrants.
The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 (15 U.S.C. 78c(a)(58)(A)).
As of December 31, 2014, John A. Benning, Thomas W. Brock, George R. Gaspari, Richard W. Lowry, John J. Neuhauser and Richard C. Rantzow are each independent trustees and collectively constitute the entire Audit Committee.
Item 6. Investments.
(a) | The registrants Schedule I Investments in securities of unaffiliated issuers as of the close of the reporting period (as set forth in 17 CFR 210.12-12) is included as part of the report of shareholders filed under Item 1 of this Form N-CSR. |
(b) | Not Applicable. |
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
The Fund has delegated to ALPS Advisors, Inc. (AAI) the responsibility to vote proxies relating to portfolio securities held by the Fund. In deciding to delegate this responsibility to AAI, the Funds Board reviewed and approved the policies and procedures adopted by AAI. These included the procedures that AAI follows when a vote presents a conflict between the interests of the Fund and its shareholders and AAI, its affiliates, its other clients or other persons.
All proxies regarding client securities for which AAI has authority to vote will, unless AAI determines in accordance with policies stated below to refrain from voting, be voted in a manner considered by AAI to be in the best interest of AAIs clients without regard to any resulting benefit or detriment to AAI or its affiliates. The best interest of clients is defined for this purpose as the interest of enhancing or protecting the economic value of client accounts, considered as a group rather than individually, as AAI determines in its sole and absolute discretion. There may also be instances where a fund relies upon Section 12(d)(1)(F), and by law, the fund may be required to vote proxies in the same proportion as the vote of all other shareholders of the acquired fund (i.e., echo vote). In the event a client believes that its other interests require a different vote, AAI will vote as the client clearly instructs, provided AAI receives such instructions in time to act accordingly.
AAI endeavors to vote, in accordance with this Policy, all proxies of which it becomes aware, subject to the following general exceptions (unless otherwise agreed) when AAI expects to routinely refrain from voting:
1. | Proxies will usually not be voted in cases where the security has been loaned from the Clients account and subsequently, AAI determines that the type of proxy issue is not material to shareholders. AAI will utilize the below considerations to determine if a security then on loan should be recalled for voting purposes. Decisions will generally be made on a case-by-case basis depending on whether, in AAIs judgment: |
| the matter to be voted on has critical significance to the potential value of the security in question; |
| the security represents a significant holding and whether the security is considered a long-term holding; and |
| AAI believes it can recall the security in time to cast the vote. |
2. | Proxies will usually not be voted in cases where AAI deems the costs to the Client and/or the administrative inconvenience of voting the security outweigh the benefit of doing so (e.g., international issuers that impose share blocking restrictions). |
AAI seeks to avoid the occurrence of actual or apparent material conflicts of interest in the proxy voting process by voting in accordance with predetermined voting guidelines and observing other procedures that are intended to guard against and manage conflicts of interest (refer to Section III, Conflicts of Interest below).
For purposes of this policy, a material conflict of interest is a relationship or activity engaged in by AAI, an AAI affiliate, or an AAI associate that creates an incentive (or appearance thereof) to favor the interests of AAI, the affiliate, or associate, rather than the Clients interests. For example, AAI may have a conflict of interest if either AAI has a significant business relationship with a company that is soliciting a proxy, or if an AAI associate involved in the proxy voting decision-making process has a significant personal or family relationship with the particular company. A conflict of interest is considered to be material to the extent that a reasonable person could expect the conflict to influence AAIs decision on the particular vote at issue. In all cases where there is deemed to be a material conflict of interest, AAI will seek to resolve it in the Clients best interests.
AAI follows the proxy guidelines and uses other research services provided by Institutional Shareholder Services, Inc. (ISS) or another independent third party. In providing proxy voting services to AAI, ISS provides vote recommendations on a pre-determined policy. Generally, AAI will vote proxies based on ISS pre-determined voting policy. In doing so, AAI demonstrates that its vote would not be a product of a conflict of interest as AAI would have little or no discretion on how the proxy was voted.
For those proxy proposals that: (1) are not addressed by AAIs proxy voting guidelines; (2) the guidelines specify the issue must be evaluated and determined on a case-by-case basis; or (3) an AAI investment associate believes that an exception to the guidelines may be in the best economic interest of AAIs clients (collectively, Proxy Referrals), AAI may vote the proxy, subject to the conflicts of interest procedures set forth below.
In the case of Proxy Referrals, Compliance will collect and review any information deemed reasonably appropriate to evaluate if AAI or any person participating in the proxy voting decision-making process has, or has the appearance of, a material conflict of interest. AAI investment personnel involved in the particular Proxy Referral must report any personal conflict of interest circumstances to AAIs Chief Compliance Officer (CCO), or designee, in writing (see Appendix B - Conflicts of Interest Disclosure and Certification Form). Compliance will consider information about AAIs significant business relationships, as well as other relevant information. The information considered by Compliance may include information regarding: (1) AAI client and other business relationships; (2) any relevant personal conflicts; and (3) communications between investment professionals and parties outside the AAI investment division regarding the proxy matter. Compliance will consult with relevant experts, including legal counsel, as necessary.
If Compliance determines that it reasonably believes (1) AAI has a material conflict of interest, or (2) certain individuals should be recused from participating in the proxy vote at issue, Compliance will inform the Chair of the Proxy Committee. Where a material conflict of interest is determined to have arisen in the proxy voting process, AAIs policy is to invoke one or more of the following conflict management procedures:
1. | Causing the proxies to be voted in accordance with the recommendations of an independent third party (which generally will be AAIs proxy voting agent); |
2. | Causing the proxies to be delegated to a qualified, independent third party, which may include AAIs proxy voting agent; and |
3. | In unusual cases, with the Clients consent and upon ample notice, forwarding the proxies to AAIs Clients so that they may vote the proxies directly. |
Affiliate Investment Companies and Public Companies
AAI considers proxies solicited by open-end and closed-end investment companies for which AAI or an affiliate serves as an investment adviser or principal underwriter to present a material conflict of interest for AAI. Consequently, the proxies of such affiliates will be voted following one of the conflict management procedures discussed above.
Management of Conflicts of Interest Additional Procedures
AAI has various compliance policies and procedures in place in order to address any material conflicts of interest that might arise in this context.
1. | AAIs Code of Ethics affirmatively requires that associates of AAI act in a manner whereby no actual or apparent conflict of interest may be seen as arising between the associates interests and those of AAIs Clients. |
2. | By assuming his or her responsibilities pursuant to this Policy, each member of the Proxy Committee (including the chairperson) and any AAI or ALPS associate advising or acting under the supervision or oversight of the Proxy Committee undertakes: |
| To disclose in writing to AAIs CCO, or designee, any actual or apparent personal material conflicts of interest which he or she may have (e.g., by way of substantial ownership of securities, relationships with nominees for directorship, members of an issuers or dissidents management or otherwise) in determining whether or how AAI will vote proxies. Additionally, each member must disclose any direct, indirect or perceived influence or attempt to influence such action which the member or associate views as being inconsistent with the purpose or provisions of this Policy or the Code of Ethics of AAI. In the event any member of the Proxy Committee has a conflict of interest regarding a given matter, he or she will abstain from participating in the Committees determination of whether and/or how to vote in the matter; and |
| To refrain from taking into consideration, in the decision as to whether or how AAI will vote proxies the existence of any current or prospective material business relationship between AAI, ALPS or any of their affiliates, on one hand, and any party (or its affiliates) that is soliciting or is otherwise interested in the proxies to be voted, on the other hand. |
3. | In certain circumstances, AAI follows the proxy guidelines and uses other research services provided by Institutional Shareholder Services, Inc. (ISS) or another independent third party. AAI has undertaken a review of ISS conflicts of interest procedures, and will continue to monitor them on an ongoing basis. In the event that AAI determines that it would be appropriate to use another third party, it will undertake a similar conflicts of interest assessment review. |
A description of the Funds proxy voting policies and procedures is available (i) on the Securities and Exchange Commissions (SEC) website at www.sec.gov, and (ii) without charge, upon request, by calling 1-800-542-3863. Information regarding how the Fund voted proxies relating to portfolio securities during the 12-month period ended June 30th is available from the SECs website at www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities is also available at www.all-starfunds.com.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Cornerstone Capital Management, LLC (Cornerstone)
(a)(1) MANAGEMENT. The portion of the Fund allocated to Cornerstone is managed by Thomas G. Kamp, CFA, President and Chief Investment Officer of Cornerstone. Tom joined Cornerstone in February 2006 after thirteen years with Alliance Capital Management. As Cornerstones Chief Investment Officer, Tom leads the research team, is a member of the Investment Policy Committee and is responsible for all portfolio management decisions. At Alliance Capital Management, he was a Senior Vice President and Portfolio Manager within the Large Capitalization Growth Equity Group. He managed the Minneapolis office of Alliance and by December 2005, had responsibility for over $9 billion in assets including the AllianceBernstein Large Cap Growth Fund, the Alliance Premier Institutional Fund, the ACM Global Investments American Growth Portfolio (Luxembourg based), the ACM Funds, Inc. American Growth Fund (UK based), and the Alliance American Premier Growth Fund (Japan based). He was also responsible for over $5 billion of assets from public and private institutions and high net worth individuals around the world. Prior to joining Alliance Capital in 1993, Tom evaluated and participated in funding emerging companies for IAI Venture Capital Group. He earned an MBA with a specialization in Accounting from Northwestern University and a BSME with a minor in Applied Mathematics from Southern Methodist University. He has earned the right to use the CFA Institute Chartered Financial Analyst designation.
(a)(2) OTHER ACCOUNTS. The table below provides information regarding the other accounts managed by Thomas G. Kamp as of December 31, 2014:
Type of Account |
Number of Accounts Managed |
Total Assets Managed (in millions) |
Number of Accounts Managed for which Advisory Fee is Performance- Based |
Assets Managed for which Advisory Fee is Performance- Based (in millions) | ||||
Thomas G. Kamp |
||||||||
Registered Investment Companies |
6 | $2,326.43 | 0 | N/A | ||||
Other pooled investment vehicles |
7 | $822.26 | 0 | N/A | ||||
Other accounts |
21 | $1,471.48 | 0 | N/A |
MATERIAL CONFILCTS OF INTEREST: None
(a)(3) COMPENSATION STRUCTURE. Mr. Kamps compensation consists of base salary, bonus and stock options.
(a)(4) OWNERSHIP BY PORTFOLIO MANAGERS.
Portfolio Managers | Dollar Range of the Registrants Securities Owned by the Portfolio Managers | |
Thomas G. Kamp |
None |
Matrix Asset Advisors, Inc. (Matrix)
(a)(1) MANAGEMENT. The portion of the Fund allocated to Matrix is managed by David A. Katz, Head of the Investment Policy Committee. Mr. Katz, CFA, graduated summa cum laude from Union College with a Bachelor of Arts degree in Economics. He received a Master of Business Administration degree, with a concentration in Finance, from New York University Graduate School of Business in 1987, graduating with distinction. His numerous works on Value Investing have earned him various awards and distinctions at the undergraduate and graduate levels. Mr. Katz has earned the right to use the CFA Institute Chartered Financial Analyst designation. After initially working at Management Asset Corporation (Westport, CT), Mr. Katz co-founded Value Matrix Management with John M. Gates in 1986. He served as the firms Senior Vice President and Chief Investment Officer and was Head of the Investment Policy Committee. In 1990 he merged the Value Matrix Management organization into Matrix Asset Advisors. Mr. Katz is the firms President and Chief Investment Officer, chairs the Investment Policy Committee and is a Portfolio Manager/Analyst.
(a)(2) OTHER ACCOUNTS. The table below provides information regarding the other accounts managed by Mr. Katz as of December 31, 2014:
Type of Account |
Number of Accounts Managed |
Total Assets Managed (in millions) |
Number of Accounts Managed for which Advisory Fee is Performance- Based |
Assets Managed for which Advisory Fee is Performance- Based (in millions) | ||||
David A. Katz |
||||||||
Registered Investment Companies |
1 | $75.2 | 0 | N/A | ||||
Other pooled investment vehicles |
0 | $0 | 0 | N/A | ||||
Other accounts |
456 | $720.3 | 0 | N/A |
MATERIAL CONFILCTS OF INTEREST: None
(a)(3) COMPENSATION STRUCTURE. Matrix Portfolio Managers, including Mr. Katz, are paid competitively with meaningful potential bonuses based on individual performance and firm success. Base salary is approximately 50-75% of total compensation, with bonus, equity and profit sharing participation. Discretionary bonus is based on overall performance of the firm, and not performance of any particular account. Portfolio Managers are incented through competitive compensation and benefits, as well as high degrees of responsibility, input and autonomy. The firm has created a stakeholder program and profit sharing plan, in which key personnel are granted participation in the profitability of the firm in a parallel fashion as the owners of the firm. Such participation is contingent on continued employment. In addition, the firm has offered equity ownership to retain key investment professionals.
(a)(4) OWNERSHIP BY PORTFOLIO MANAGERS.
Portfolio Managers | Dollar Range of the Registrants Securities Owned by the Portfolio Managers | |
David A. Katz |
None |
Pzena Investment Management, LLC (Pzena)
(a)(1): MANAGEMENT. The portion of the Fund allocated to Pzena is managed by a team of portfolio managers. Individual portfolio managers on the team do not have any latitude to make independent portfolio decisions. All decisions require unanimous consent of a four-person portfolio management team. For the Fund, Richard Pzena, John Goetz, and Benjamin Silver have joint decision-making responsibility and veto authority over any decision.
Richard S. Pzena Mr. Pzena is the Founder, Managing Principal, Chief Executive Officer and Co-Chief Investment Officer of the firm. Prior to forming Pzena Investment Management in 1995, Mr. Pzena was the Director of U.S. Equity Investments and Chief Research Officer for Sanford C. Bernstein & Company. He joined Bernstein in 1986 as an oil industry analyst and was named to the Institutional Investor All America Research Team from 1988-1990. During 1990 and 1991, Mr. Pzena served as Chief Investment Officer, Small Cap Equities, and assumed his broader domestic equity role in 1991. Prior to joining Bernstein, Mr. Pzena worked for the Amoco Corporation in various financial and planning roles. He earned a B.S. summa cum laude and an M.B.A. from the Wharton School of the University of Pennsylvania in 1979 and 1980, respectively.
John P. Goetz Mr. Goetz is a Managing Principal and Co-Chief Investment Officer at the firm. Prior to joining Pzena Investment Management in 1996, Mr. Goetz held a range of key positions at Amoco Corporation for over 14 years, most recently as the Global Business Manager for Amocos $1 billion polypropylene business where he had bottom line responsibility for operations and development worldwide. Prior positions included strategic planning, joint venture investments and project financing in various oil and chemical businesses. Prior to joining Amoco, Mr. Goetz had been employed by The Northern Trust Company and Bank of America. He earned a B.A. summa cum laude in Mathematics and Economics from Wheaton College in 1979 and an M.B.A. from the Kellogg School at Northwestern University in 1982.
Benjamin S. Silver, CFA, CPA Mr. Silver is a Principal, CoDirector of Research, and Portfolio Manager for Focused Value, Large Cap Focused Value, Large Cap Expanded Value and Small Cap Focused Value. Prior to joining Pzena Investment Management in 2001, Mr. Silver was a Research Analyst at Levitas & Company, a value based equity hedge fund. Mr. Silver was previously employed as a Manager for Ernst & Young LLP in their Financial Services Group from 1991 to 1996. He earned a B.S. magna cum laude in Accounting from Sy Syms School of Business at Yeshiva University. Mr. Silver is a Certified Public Accountant and holds the Chartered Financial Analyst designation.
(a)(2): OTHER ACCOUNTS. The table below provides information regarding the other accounts managed by Messrs. Pzena, Goetz, and Silver, as of December 31, 2014.
Type of Account |
Number of Accounts Managed |
Total Assets (in millions) |
Number of Accounts Managed for which Advisory Fee is Performance- Based |
Assets Managed for (in millions) | ||||
Richard S. Pzena |
||||||||
Registered Investment Companies |
9 | $10,033 | 2 | $6,796 | ||||
Other pooled investment vehicles |
28 | $1,014 | 0 | $0 | ||||
Other accounts |
119 | $5,496 | 3 | $771 | ||||
John P. Goetz |
||||||||
Registered Investment Companies |
9 | $9,401 | 1 | $5,502 | ||||
Other pooled investment vehicles |
35 | $5,397 | 1 | $253 | ||||
Other accounts |
51 | $7,677 | 2 | $142 |
Benjamin Silver |
||||||||
Registered Investment Companies |
6 | $8,527 | 1 | $5,502 | ||||
Other pooled investment vehicles |
26 | $997 | 0 | $0 | ||||
Other accounts |
105 | $5,160 | 3 | $771 |
MATERIAL CONFLICTS OF INTEREST: Conflicts of interest may arise in managing the Funds portfolio investments, on the one hand, and the portfolios of Pzenas other clients and/or accounts (together Accounts), on the other. Set forth below is a brief description of some of the material conflicts which may arise and Pzenas policy or procedure for handling them.
Although Pzena has designed such procedures to prevent and address conflicts, there is no guarantee that such procedures will detect every situation in which a conflict arises.
The management of multiple Accounts inherently means there may be competing interests for the portfolio management teams time and attention. Pzena seeks to minimize this by utilizing one investment approach (i.e., classic value investing), and by managing all Accounts on a product specific basis. Thus, all large cap value Accounts, whether they are mutual fund accounts, institutional accounts or individual accounts, are managed using the same investment discipline, strategy and proprietary investment model as the Fund.
If the portfolio management team identifies a limited investment opportunity which may be suitable for more than one Account, the Fund may not be able to take full advantage of that opportunity. However, Pzena has adopted procedures for allocating portfolio transactions across Accounts so that each Account is treated fairly.
With respect to securities transactions for the Accounts, Pzena determines which broker to use to execute each order, consistent with its duty to seek best execution. Pzena aggregates like orders where it believes doing so is beneficial to the Accounts. However, with respect to certain Accounts, Pzena may be limited by clients with respect to the selection of brokers or it may be instructed to direct trades through particular brokers. In these cases, Pzena may place separate, non-simultaneous transactions for the Fund and another Account which may temporarily affect the market price of the security or the execution of the transaction to the detriment of one or the other.
Conflicts of interest may arise when members of the portfolio management team transact personally in securities investments made or to be made for the Fund or other Accounts. To address this, Pzena has adopted a written Code of Business Conduct and Ethics designed to prevent and detect personal trading activities that may interfere or conflict with client interests (including Fund shareholders interests) or its current investment strategy.
Pzena manages some Accounts under performance-based fee arrangements. Pzena recognizes that this type of incentive compensation creates the risk for potential conflicts of interest. The structure may create inherent pressure to allocate investments having a greater potential for higher returns to those Accounts with higher performance fees. To prevent conflicts of interest associated with managing accounts with different fee structures, Pzena generally requires portfolio decisions to be made on a product specific basis (i.e., for all large cap value Accounts). Pzena also requires pre-allocation of all client orders based on specific fee-neutral criteria set forth above. Additionally, Pzena requires average pricing of all aggregated orders. Finally, Pzena has adopted a policy prohibiting portfolio managers (and all employees) from placing the investment interests of one client or a group of clients with the same investment objectives above the investment interests of any other client or group of clients with the same or similar investment objectives.
(a)(3): COMPENSATION STRUCTURE. Pzena portfolio managers, including Messrs. Pzena, Goetz, and Silver, and other investment professionals at Pzena are compensated through a combination of a fixed base salary, performance bonus and equity ownership, if appropriate due to superior performance. Pzena avoids a compensation model that is driven by individual security performance, as this can lead to short-term thinking which is contrary to the firms value investment philosophy. Pzena considers both quantitative and qualitative factors when determining performance bonuses; however, performance bonuses are not based directly on the performance of the Fund or other clients. For investment professionals, Pzena examines such things as effort, efficiency, ability to focus on the correct issues, stock modeling ability, and ability to successfully interact with company management. However, Pzena always looks at the person as a whole and the contributions that he/she has made and is likely to make in the future. The time frame Pzena examines for bonus compensation is annual. Ultimately, equity ownership is the primary tool used by Pzena for attracting and retaining the best people. Shares may be in the form of capital interests or profits only interests. All shares are voting shares (i.e., not phantom stock).
(a)(4) OWNERSHIP BY PORTFOLIO MANAGERS:
Portfolio Managers | Dollar Range of the Registrants Securities Owned by the Portfolio Managers | |
Richard S. Pzena |
None | |
John P. Goetz |
None | |
Benjamin Silver |
None |
Schneider Capital Management Corporation (Schneider)
(a)(1) MANAGEMENT. The portion of the Fund allocated to Schneider is managed by Arnold C. Schneider III, CFA. Mr. Schneider serves as President and Chief Investment Officer and manages the portion of Fund allocated to Schneider. Prior to founding Schneider, Mr. Schneider was a Senior Vice President and Partner of the Wellington Management Company. He has earned the right to use the CFA Institute Chartered Financial Analyst designation. Mr. Schneider received a B.S. in Finance from the McIntire School of Commerce of the University of Virginia.
(a)(2) OTHER ACCOUNTS. The table below provides information about the other accounts managed by Mr. Schneider as of December 31, 2014:
Type of Account |
Number of |
Total Assets (in millions) |
Number of |
Assets Managed for (in millions) | ||||
Arnold C. Schneider III |
||||||||
Registered Investment Companies |
6 | $387 | 0 | N/A | ||||
Other pooled investment vehicles |
3 | $129 | 0 | N/A | ||||
Other accounts |
4 | $562 | 0 | N/A |
MATERIAL CONFILCTS OF INTEREST: None
(a)(3) COMPENSATION STRUCTURE. Mr. Schneiders compensation consists of a fixed base salary and a bonus. A portion of his bonus may be deferred. Generally, his salary is fixed at the beginning of each year; his bonus and any deferred compensation are discretionary and based on the overall profitability of the firm.
(a)(4) OWNERSHIP BY PORTFOLIO MANAGER.
Portfolio Managers | Dollar Range of the Registrants Securities Owned by the Portfolio Managers | |
Arnold C. Schneider III |
None |
TCW Investment Management Company (TCW)
(a)(1) MANAGEMENT. The portion of the Fund allocated to TCW is managed by Craig C. Blum, CFA, Portfolio Manager, Managing Director and US Equities Mr. Blum is Co-Portfolio Manager of the Concentrated Core and Select Equities investment strategies. He joined TCW in 1999 as part of a program designed to fast-track high potential individuals, providing them with in-depth knowledge of the firms various investment groups. After gaining experience in the High Yield and Mortgage-Backed Securities Groups, in 2000 Mr. Blum joined the US Equity Research Group as an Analyst covering data networking, communications equipment, and enterprise hardware and software companies. In 2002, Mr. Blum became a member of the Concentrated Core / Select Equities Group, and in 2004 he was promoted to Co-Portfolio Manager. Prior to joining TCW, Mr. Blum focused on commercial mortgage-backed securities cash flow modeling and deal structuring as a Senior Analyst with FMAC Capital Markets. Prior to that, he worked in institutional sales and mortgage-backed securities analysis at PaineWebber. Mr. Blum began his investment career in 1994 at Merrill Lynch where he developed a financial advisory business focused on high net worth and corporate clients. He has more than 10 years experience in the
investment management industry. Mr. Blum received his Bachelor of Science in Applied Mathematics and Computer Science from the University of California at Los Angeles (UCLA) in 1993, and his MBA in Finance from the UCLA Anderson Graduate School of Management in 1999. Mr. Blum has earned the right to use the CFA Institute Chartered Financial Analyst designation.
(a)(2) OTHER ACCOUNTS. The table below provides information about the other accounts managed by Mr. Blum as of December 31, 2014:
Type of Account |
Number of Accounts Managed |
Total Assets Managed (in millions) |
Number of Accounts Managed for which Advisory Fee is Performance- Based |
Assets Managed for which Advisory Fee is Performance- Based (in millions) | ||||
Craig C. Blum |
||||||||
Registered Investment Companies |
2 | $2,056 | 0 | n/a | ||||
Other pooled investment vehicles |
4 | $430 | 1 | $106 | ||||
Other accounts |
55 | $5,690 | 2 | $354 |
(a)(3) COMPENSATION STRUCTURE. The overall objective of the Advisors compensation program for portfolio managers is to attract competent and expert investment professionals and to retain them over the long-term. Compensation is comprised of several components which, in the aggregate, are designed to achieve these objectives and to reward the portfolio managers for their contributions to the successful performance of the accounts they manage. Portfolio managers are compensated through a combination of base salary, profit sharing based compensation (profit sharing), bonus and equity incentive participation in the Advisors parent company (equity incentives). Profit sharing and equity incentives generally represent most of the portfolio managers compensation. In some cases, portfolio managers are eligible for discretionary bonuses.
Salary. Salary is agreed to with managers at time of employment and is reviewed from time to time. It does not change significantly and often does not constitute a significant part of the portfolio managers compensation.
Profit Sharing. Profit sharing is linked quantitatively to a fixed percentage of net income relating to accounts in the investment strategy area for which the portfolio managers are responsible and is typically paid quarterly. In most cases, revenues are allocated to a pool and profit sharing compensation is paid out after the deduction of certain expenses (including base salaries) related to the strategy group. The profit sharing percentage used to compensate a portfolio manager for management of the Funds is generally the same as that used to compensate portfolio managers for all other client accounts in the same strategy managed by the Advisor or one of the other TCW Advisors (together, the TCW Group). Income included in a profit sharing pool will relate to the products managed by the portfolio manager. In some cases, the pool includes revenues related to more than one equity or fixed income product where the portfolio managers work together as a team, in which case each participant in the pool is entitled to profit sharing derived from all the included products. In certain cases, a portfolio manager may also participate in a profit sharing pool that includes revenues from products besides the strategies offered in the Funds, including alternative investment products; the portfolio manager would be entitled to participate in such pool where he or she supervises, is involved in the management of, or is associated with a group, other members of which manage, such products. Profit sharing arrangements are generally the result of agreement between the portfolio manager and the TCW Group, although in some cases they may be discretionary based on supervisor allocation.
In some cases, the profit sharing percentage is subject to increase based on the relative pre-tax performance of the investment strategy composite returns, net of fees and expenses, to that of the benchmark. The measurement of performance relative to the benchmark can be based on single year or multiple year metrics, or a combination thereof. The benchmark used is the one associated with the Fund managed by the portfolio manager as disclosed in the prospectus. Benchmarks vary from strategy to strategy but, within a given strategy, the same benchmark applies to all accounts, including the Fund.
Discretionary Bonus/Guaranteed Minimums. In general, portfolio managers do not receive discretionary bonuses. However, in some cases bonuses may be paid on a discretionary basis out of a department profit sharing pool, as determined by the supervisor(s) in the department. In other cases where portfolio managers do not receive profit sharing or where the company has determined the combination of salary and profit sharing does not adequately
compensate the portfolio manager, discretionary bonuses may be paid by the TCW Group. Also, pursuant to contractual arrangements, some portfolio managers may be entitled to a mandatory bonus if the sum of their salary and profit sharing does not meet certain minimum thresholds.
Equity Incentives. Many portfolio managers participate in equity incentives based on overall firm performance of the TCW Group and its affiliates, through ownership or participation in restricted unit plans that vest over time or unit appreciation plans of the Advisors parent company. The plans include the Fixed Income Retention Plan, Restricted Unit Plan and 2013 Equity Unit Incentive Plan.
Under the Fixed Income Retention Plan, certain portfolio managers in the fixed income area were awarded cash and/or partnership units in the Advisors parent company, either on a contractually-determined basis or on a discretionary basis. Awards under this plan were made in 2010 that vest over a period of time and other awards are granted annually.
Under the Restricted Unit Plan, certain portfolio managers in the fixed income and equity areas were awarded partnership units in the Advisors parent company. Awards under this plan vest over time. Vesting is in part dependent on satisfaction of performance criteria.
Under the 2013 Equity Unit Incentive Plan, certain portfolio managers in the fixed income and equity areas are awarded options to acquire partnership units in the Advisors parent company with a strike price equal to the fair market value of the option at the date of grant. The options granted under the plan are subject to vesting and other conditions.
Other Plans and Compensation Vehicles. Portfolio managers may also elect to participate in the TCW Groups 401(k) plan, to which they may contribute a portion of their pre- and post-tax compensation to the plan for investment on a tax-deferred basis.
(a)(3) POTENTIAL CONFLICTS OF INTEREST IN MANAGING MULTIPLE ACCOUNTS. Like other investment professionals with multiple clients, a portfolio manager for a Fund may face certain potential conflicts of interest in connection with managing both the Fund and other accounts at the same time. The paragraphs below describe some of these potential conflicts, which may be faced by investment professionals at most major financial firms. ALPS Advisors, Inc. and the Fund have adopted compliance policies and procedures that attempt to address certain of these potential conflicts.
The management of accounts with different advisory fee rates and/or fee structures, including accounts that pay advisory fees based on account performance (performance fee accounts), may raise potential conflicts of interest by creating an incentive to favor higher-fee accounts. These potential conflicts may include, among others:
The most attractive investments could be allocated to higher-fee accounts or performance fee accounts.
The trading of higher-fee accounts could be favored as to timing and/or execution price. For example, higher-fee accounts could be permitted to sell securities earlier than other accounts when a prompt sale is desirable or to buy securities at an earlier and more opportune time.
The trading of other accounts could be used to benefit higher-fee accounts (front-running).
The investment management team could focus their time and efforts primarily on higher-fee accounts due to a personal stake in compensation.
Potential conflicts of interest may also arise when the portfolio managers have personal investments in other accounts that may create an incentive to favor those accounts.
A potential conflict of interest may arise when a Fund and other accounts purchase or sell the same securities. On occasions when a portfolio manager considers the purchase or sale of a security to be in the best interests of a Fund as well as other accounts, the advisers trading desk may, to the extent permitted by applicable laws and regulations, aggregate the securities to be sold or purchased in order to obtain the best execution and lower
brokerage commissions, if any. Aggregation of trades may create the potential for unfairness to a Fund or another account if one account is favored over another in allocating the securities purchased or sold for example, by allocating a disproportionate amount of a security that is likely to increase in value to a favored account.
Cross trades, in which one account sells a particular security to another account (potentially saving transaction costs for both accounts), may also pose a potential conflict of interest. Cross trades may be seen to involve a potential conflict of interest if, for example, one account is permitted to sell a security to another account at a higher price than an independent third party would pay. The Fund has adopted compliance procedures that provide that any transactions between a Fund and another advised account are to be made at an independent current market price, as required by law.
Another potential conflict of interest may arise based on the different investment objectives and strategies of a Fund and other accounts. For example, another account may have a shorter-term investment horizon or different investment objectives, policies or restrictions than a Fund. Depending on another accounts objectives or other factors, a portfolio manager may give advice and make decisions that may differ from advice given, or the timing or nature of decisions made, with respect to a Fund. In addition, investment decisions are the product of many factors in addition to basic suitability for the particular account involved. Thus, a particular security may be bought or sold for certain accounts even though it could have been bought or sold for other accounts at the same time. More rarely, a particular security may be bought for one or more accounts managed by a portfolio manager when one or more other accounts are selling the security (including short sales). There may be circumstances when purchases or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts.
A Funds portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. As a result, the portfolio manager may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those accounts as might be the case if he or she were to devote substantially more attention to the management of a single fund. The effects of this potential conflict may be more pronounced where funds and/or accounts overseen by a particular portfolio manager have different investment strategies.
A Funds portfolio managers may be able to select or influence the selection of the brokers and dealers that are used to execute securities transactions for the Fund. In addition to executing trades, some brokers and dealers provide portfolio managers with brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934), which may result in the payment of higher brokerage fees than might have otherwise be available. These services may be more beneficial to certain funds or accounts than to others. Although the payment of brokerage commissions is subject to the requirement that the portfolio manager determine in good faith that the commissions are reasonable in relation to the value of the brokerage and research services provided to the fund, a portfolio managers decision as to the selection of brokers and dealers could yield disproportionate costs and benefits among the funds and/or accounts that he or she manages.
The adviser or an affiliate may provide more services (such as distribution or recordkeeping) for some types of funds or accounts than for others. In such cases, a portfolio manager may benefit, either directly or indirectly, by devoting disproportionate attention to the management of fund and/or accounts that provide greater overall returns to the investment manager and its affiliates.
A Funds portfolio manager(s) may also face other potential conflicts of interest in managing the Fund, and the description above is not a complete description of every conflict that could be deemed to exist in managing both a Fund and other accounts. In addition, a Funds portfolio manager may also manage other accounts (including their personal assets or the assets of family members) in their personal capacity. The management of these accounts may also involve certain of the potential conflicts described above. Investment personnel at the advisers, including each Funds portfolio manager, are subject to restrictions on engaging in personal securities transactions pursuant to Codes of Ethics adopted by the adviser.
The Funds sub-adviser has trade allocation and other policies and procedures that it believes are reasonably designed to address these and other potential conflicts of interest.
(a)(4) OWNERSHIP BY PORTFOLIO MANAGERS.
Portfolio Managers | Dollar Range of the Registrants Securities Owned by the Portfolio Managers | |
Craig C. Blum |
None |
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
During the fiscal year ended December 31, 2014, there were no purchases made by or on behalf of the registrant or any affiliated purchaser, as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934 (Exchange Act), of shares or other units of any class of the registrants equity securities that are registered by the registrant pursuant to Section 12 of the Exchange Act.
Item 10. Submission of Matters to a Vote of Security Holders.
There have not been any material changes to the procedures by which shareholders may recommend nominees to the registrants Board of Trustees, since those procedures were last disclosed in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K or this Item.
Item 11. Controls and Procedures.
(a) | The registrants principal executive officer and principal financial officers, based on their evaluation of the registrants disclosure controls and procedures as of a date within 90 days of the filing of this report, have concluded that such controls and procedures are adequately designed to ensure that information required to be disclosed by the registrant in Form N-CSR is accumulated and communicated to the registrants management, including the principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. |
(b) | There were no changes in the registrants internal control over financial reporting that occurred during the registrants second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting. |
Item 12. Exhibits.
(a)(1) The registrants Code of Ethics for Principal Executive and Senior Financial Officers that applies to the registrants principal executive officer and principal financial officer and as described in Item 2 hereof is incorporated by reference to Exhibit-99-12(a)(1) to the registrants Form N-CSR for its fiscal year ended December 31, 2007, filed electronically with the Securities and Exchange Commission on March 7, 2008.
(a)(2) Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) are attached hereto as Exhibit 99.CERT.
(a)(3) Not Applicable.
(b) Certifications pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) are attached hereto as Exhibit 99.906CERT.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LIBERTY ALL-STAR EQUITY FUND
By: | /s/ William R. Parmentier, Jr. | |||
William R. Parmentier, Jr. (Principal Executive Officer) | ||||
President | ||||
Date: | March 4, 2015 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
LIBERTY ALL-STAR EQUITY FUND
By: | /s/ William R. Parmentier, Jr. | |||
William R. Parmentier, Jr. (Principal Executive Officer) | ||||
President | ||||
Date: | March 4, 2015 | |||
By: | /s/ Kimberly R. Storms | |||
Kimberly R. Storms (Principal Financial Officer) | ||||
Treasurer | ||||
Date: | March 4, 2015 |