Liberty All-Star Mid-Cap Fund
100 Federal Street
Boston, Massachusetts 02111
December 28, 2006
VIA EDGAR
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Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Liberty All-Star Mid-Cap Fund Request for Withdrawal of Registration
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Statement on Form N-2 (File No. 333-123502)
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Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, as amended, Liberty
All-Star Mid-Cap Fund (the "Fund") hereby requests the withdrawal of its
registration statement on Form N-2 (File No. 333-123502), including all exhibits
and amendments thereto (the "Registration Statement"). The Registration
Statement was originally filed with the Securities and Exchange Commission (the
"Commission") on March 22, 2005 (Accession No. 0000898432-05-000262) and was
amended by Pre-Effective Amendment No. 1 on June 23, 2005 (Accession No.
0000898432-05-000508) and Pre-Effective Amendment No. 2 on September 28, 2005
(Accession No. 0000898432-05-000817). The Registration Statement was never
declared effective by the Commission and none of the Fund's shares were sold
pursuant to the Registration Statement.
The Fund is withdrawing the Registration Statement because the Fund never
commenced operations. Accordingly, the Fund also intends to file an application
for deregistration pursuant to Section 8(f) of the Investment Company Act of
1940, as amended.
Please forward a copy of the Order permitting withdrawal of the
Registration Statement to Ryan C. Larrenaga via facsimile at 866-281-4239 when
it is available. If you have any questions regarding this withdrawal request, do
not hesitate to contact Mr. Larrenaga at 617-772-6743.
Sincerely,
LIBERTY ALL-STAR MID-CAP FUND
By: /s/ William R. Parmentier, Jr.
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William R. Parmentier, Jr.
President and Chief Executive Officer