Correspondence 0001398344-24-011959 from LIBERTY ALL STAR EQUITY FUND (USA) (CIK 0000799195) (USA)
LIBERTY ALL STAR EQUITY FUND (USA) (CIK 0000799195)
Date: June 26, 2024 · CIK: 0000799195 · Accession: 0001398344-24-011959
AI Filing Summary & Sentiment
Letter
June 25, 2024
Clifford J Alexander
clifford.alexander@klgates.com
John Grzeskiewicz
Senior Counsel
T +1 202 778 9068
IM, DRAO, DRO1, Branch 22
F +1 202 778 9100
Securities and Exchange Commission
100 F St. NE Washington DC 20549
Mr. Grzeskiewicz:
This is in response to your email and our telephone conversation on Friday, June 21.
You requested that we clarify on page 1 the disclosure relating to costs of the meeting and proxy solicitations. You also requested that on pages 29 and 30 we clarify the effect of broker non-votes.
Thank you for your prompt comments on the joint proxy statement. Below in red is the new clarifying language that we are proposing to include:
1. On page 1:
The Growth Fund has engaged EQ Fund Solutions, LLC, a proxy solicitation firm to assist in the solicitation of proxies with regards to Proposal 1. Because of Securities and Exchange Commission voting requirements relating to changes in Fund sub-advisers for closed end funds, the Growth Fund will incur additional costs for proxy solicitations, which include hiring a proxy solicitation firm, to Growth Fund shareholders. The additional costs of this solicitation, to be borne by the Growth Fund, is estimated to be $145,000. The regular costs of the joint shareholders meeting, including the initial printing and mailing, will be borne by both Funds.
2. On pages 29 and 30:
When brokers transmit a proxy on behalf of a shareholder to the fund but the proxy abstains or fails to vote on a proposal, such "broker non-votes" will be counted as present for purposes of determining whether a quorum is present "Broker non-votes" occur where: (i) shares represented at the Meeting are held by brokers or nominees, typically in "street name"; (ii) instructions have not been received from the beneficial owners or persons entitled to vote the shares; and (iii) the broker or nominee does not have discretionary voting power on a particular matter. Because broker non-votes have the effect of increasing the number of votes that must be counted at a meeting, even though they are not votes against a proposal, broker non-votes will have the effect of a vote against each proposal.
If you have any questions or would like to discuss, feel free to call me at 703-380-8500 or email me.
Very truly yours,
Clifford J. Alexander
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CORRESP 1 filename1.htm June 25, 2024 Clifford J Alexander clifford.alexander@klgates.com John Grzeskiewicz Senior Counsel T +1 202 778 9068 IM, DRAO, DRO1, Branch 22 F +1 202 778 9100 Securities and Exchange Commission 100 F St. NE Washington DC 20549 Mr. Grzeskiewicz: This is in response to your email and our telephone conversation on Friday, June 21. You requested that we clarify on page 1 the disclosure relating to costs of the meeting and proxy solicitations. You also requested that on pages 29 and 30 we clarify the effect of broker non-votes. Thank you for your prompt comments on the joint proxy statement. Below in red is the new clarifying language that we are proposing to include: 1. On page 1: The Growth Fund has engaged EQ Fund Solutions, LLC, a proxy solicitation firm to assist in the solicitation of proxies with regards to Proposal 1. Because of Securities and Exchange Commission voting requirements relating to changes in Fund sub-advisers for closed end funds, the Growth Fund will incur additional costs for proxy solicitations, which include hiring a proxy solicitation firm, to Growth Fund shareholders. The additional costs of this solicitation, to be borne by the Growth Fund, is estimated to be $145,000. The regular costs of the joint shareholders meeting, including the initial printing and mailing, will be borne by both Funds. 2. On pages 29 and 30: When brokers transmit a proxy on behalf of a shareholder to the fund but the proxy abstains or fails to vote on a proposal, such "broker non-votes" will be counted as present for purposes of determining whether a quorum is present "Broker non-votes" occur where: (i) shares represented at the Meeting are held by brokers or nominees, typically in "street name"; (ii) instructions have not been received from the beneficial owners or persons entitled to vote the shares; and (iii) the broker or nominee does not have discretionary voting power on a particular matter. Because broker non-votes have the effect of increasing the number of votes that must be counted at a meeting, even though they are not votes against a proposal, broker non-votes will have the effect of a vote against each proposal. If you have any questions or would like to discuss, feel free to call me at 703-380-8500 or email me. Very truly yours, Clifford J. Alexander K&L Gates LLP 1601 K Street NW Washington DC 20006 T +1 202 778 9000 F +1 202 778 9100 klgates.com