THE SECURITIES ACT OF 1933 | ☒ |
Pre-Effective Amendment No. 1 | ☒ |
Post-Effective Amendment No. ___ | ☐ |
THE INVESTMENT COMPANY ACT OF 1940 | ☒ |
Amendment No. 63 | ☒ |
Christopher
O. Petersen, Esq.
c/o Columbia Management Investment Advisers, LLC 225 Franklin Street Boston, Massachusetts 02110 |
Ryan
C. Larrenaga, Esq.
c/o Columbia Management Investment Advisers, LLC 225 Franklin Street Boston, Massachusetts 02110 |
Title
of Securities
Being Registered |
Amount
Being
Registered |
Proposed
Maximum
Offering Price Per Unit |
Proposed
Maximum
Aggregate Offering Price |
Amount
of
Registration Fee |
Common Stock $0.50 par value(a) | 1,358,952 | $1 | $1 | $0 (b) |
(a) | Securities for which the registration fee was previously paid in connection with the Registrant’s previous filing of this Registration Statement on Form N-2 (File No. 333-236947) and securities previously registered and carried forward under this Registration Statement pursuant to Rule 415(a)(6) under the Securities Act. |
(b) | Pursuant to Rule 415(a)(6) under the Securities Act, the Registrant is carrying forward to this Registration Statement unsold securities that the Registrant previously registered on its Registration Statement on Form N-2 (File No. 333-104669) (the “Prior Registration Statement”). Filing fees have been previously paid in connection with these unsold securities. Pursuant to Rule 415(a)(6) under the Securities Act, the filing fee previously paid with respect to such unsold securities will continue to be applied to such unsold securities. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of unsold securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement. |
Stockholder Transaction Expenses | |
Cash Purchase Plan Fees | $2.00 (a) |
Annual Expenses (as a percentage of net assets attributable to common shares) | |
Management fees(b) | 0.42% |
Other expenses(c) | 0.06% |
Acquired fund fees and expenses | 0.06% |
Total Annual Expenses Before Impact of Dividends on Preferred Stock(d) | 0.54% |
Impact of Dividends on Preferred Stock | 0.12% |
Total Annual Expenses, including Impact of Dividends on Preferred Stock | 0.66% |
(a) | Stockholders participating in the Fund’s Cash Purchase Plan (the Cash Purchase Plan) pay a $2.00 fee per cash purchase transaction; there is no fee for automatic dividend re-investment transactions in the Fund’s Automatic Dividend Investment Plan (the Automatic Dividend Investment Plan). See Buying and Selling Shares – Buying Shares – Investment Plans for a description of the related services. |
(b) | The Fund’s management fee is 0.415% of the Fund’s average daily net assets (which includes assets attributable to the Fund’s common and preferred stock) and is borne by the holders of the Fund’s common stock (Common Stockholders). The management rate noted in the table reflects the rate paid by Common Stockholders as a percentage of the Fund’s net assets attributable to Common Stock. |
(c) | Other expenses have been restated to reflect current fees paid by the Fund. |
(d) | “Total Annual Expenses Before Impact of Dividends on Preferred Stock” include acquired fund fees and expenses (expenses the Fund incurs indirectly through its investments in other investment companies) and may be higher than “Expenses to average net assets for Common Stock” shown in the Financial Highlights section of this prospectus because “Expenses to average net assets for Common Stock” does not include acquired fund fees and expenses. |
■ | you invest $1,000 in the Fund for the periods indicated, |
■ | your investment has a 5% return each year, and |
■ | the Fund’s total annual operating expenses remain the same as shown in the Annual Fund Operating Expenses table above (including the impact of dividends on preferred stock). |
1 year | 3 years | 5 years | 10 years | |
Tri-Continental Corporation Common Stock | $7 | $21 | $37 | $82 |
Prospectus 2020 | 3 |
4 | Prospectus 2020 |
Prospectus 2020 | 5 |
Year ended December 31, | 2019 | 2018 | 2017 |
Per share data | |||
Net asset value, beginning of period | $26.58 | $29.88 | $25.91 |
Income from investment operations: | |||
Net investment income | 1.03 | 0.99 | 0.93 |
Net realized and unrealized gain (loss) | 5.39 | (2.35) | 4.24 |
Total from investment operations | 6.42 | (1.36) | 5.17 |
Less distributions to Stockholders from: | |||
Net investment income — Preferred Stock | (0.04) | (0.03) | (0.03) |
Net investment income — Common Stock | (1.01) | (0.96) | (1.07) |
Net realized gains — Common Stock | (0.92) | (0.95) | (0.10) |
Total distributions to Stockholders | (1.97) | (1.94) | (1.20) |
Dilution in net asset value from dividend reinvestment | — | — | — |
Increase resulting from share repurchases | — | — | — |
Capital stock transactions at market price | — | — | — |
Net asset value, end of period | $31.03 | $26.58 | $29.88 |
Adjusted net asset value, end of period(a) | $30.92 | $26.48 | $29.77 |
Market price, end of period | $28.20 | $23.52 | $26.94 |
Total return | |||
Based upon net asset value | 25.20% | (4.10)% | 20.82% |
Based upon market price | 28.59% | (5.88)% | 28.00% |
Ratios to average net assets | |||
Expenses to average net assets for Common Stock(b) | 0.49% | 0.49% | 0.49% |
Net investment income to average net assets for Common Stock | 3.32% | 3.14% | 3.21% |
Supplemental data | |||
Net assets, end of period (000's): | |||
Common Stock | $1,664,401 | $1,431,211 | $1,637,553 |
Preferred Stock | $37,637 | $37,637 | $37,637 |
Total net assets | $1,702,038 | $1,468,848 | $1,675,190 |
Portfolio turnover | 60% | 63% | 95% |
(a) | Assumes the exercise of outstanding warrants. |
(b) | In addition to the fees and expenses that the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of any other funds in which it invests. Such indirect expenses are not included in the Fund’s reported expense ratios. |
6 | Prospectus 2020 |
2016 | 2015 | 2014 | 2013 | 2012 | 2011 | 2010 |
$23.49 | $24.76 | $23.11 | $18.77 | $16.77 | $15.96 | $13.73 |
0.90 | 0.81 | 0.73 | 0.69 | 0.63 | 0.33 | 0.30 |
2.33 | (1.37) | 1.70 | 4.36 | 2.00 | 0.79 | 2.28 |
3.23 | (0.56) | 2.43 | 5.05 | 2.63 | 1.12 | 2.58 |
(0.03) | (0.03) | (0.03) | (0.03) | (0.03) | (0.03) | (0.03) |
(0.91) | (0.81) | (0.75) | (0.68) | (0.60) | (0.28) | (0.25) |
— | — | — | — | — | — | — |
(0.94) | (0.84) | (0.78) | (0.71) | (0.63) | (0.31) | (0.28) |
(0.06) | (0.05) | — | — | — | — | — |
0.19 | 0.18 | — | — | — | — | — |
— | — | — | — | — | — | (0.07) |
$25.91 | $23.49 | $24.76 | $23.11 | $18.77 | $16.77 | $15.96 |
$25.83 | $23.42 | $24.68 | $23.04 | $18.71 | $16.72 | $15.90 |
$22.05 | $20.02 | $21.41 | $19.98 | $16.00 | $14.23 | $13.76 |
15.25% | (1.36%) | 11.09% | 27.76% | 16.24% | 7.15% | 18.58% |
15.08% | (2.78%) | 11.11% | 29.58% | 16.77% | 5.46% | 21.85% |
0.50% | 0.50% | 0.49% | 0.50% | 0.52% | 0.59% | 0.60% |
3.59% | 3.16% | 2.91% | 3.12% | 3.28% | 1.80% | 1.84% |
$1,470,843 | $1,382,712 | $1,511,285 | $1,435,734 | $1,183,285 | $1,078,160 | $1,061,251 |
$37,637 | $37,637 | $37,637 | $37,637 | $37,637 | $37,637 | $37,637 |
$1,508,480 | $1,420,349 | $1,548,922 | $1,473,371 | $1,220,922 | $1,115,797 | $1,098,888 |
82% | 76% | 76% | 62% | 68% | 97% | 86% |
Prospectus 2020 | 7 |
Year |
Total
Shares
Outstanding |
Year-End
Asset Coverage Per Share |
Involuntary
Liquidation Preference Per Share |
Average
Daily
Market Value Per Share |
2019 | 752,740 | $2,261 | $50 | $53.19 |
2018 | 752,740 | 1,951 | 50 | 50.71 |
2017 | 752,740 | 2,225 | 50 | 50.75 |
2016 | 752,740 | 2,004 | 50 | 51.61 |
2015 | 752,740 | 1,887 | 50 | 49.92 |
2014 | 752,740 | 2,058 | 50 | 46.32 |
2013 | 752,740 | 1,957 | 50 | 48.50 |
2012 | 752,740 | 1,622 | 50 | 50.02 |
2011 | 752,740 | 1,482 | 50 | 46.33 |
2010 | 752,740 | 1,460 | 50 | 46.62 |
Title of Class | Amount Authorized |
Amount
Held by
Fund or for its Account |
Amount
Outstanding
Exclusive of Amount Held by Fund |
$2.50 Cumulative Preferred Stock, $50 par value | 1,000,000 shares | 0 shares | 752,740 shares |
Common Stock, $0.50 par value | 159,000,000 shares* | 0 shares | 53,509,011 shares |
Warrants to purchase Common Stock | 8,043 warrants | 0 warrants | 8,043 warrants |
* | 194,560 shares of Common Stock were reserved for issuance upon the exercise of the Warrants. |
8 | Prospectus 2020 |
Market Price | Corresponding NAV | Corresponding % Discount to NAV | ||||
High | Low | High | Low | High | Low | |
2018 | ||||||
1 st Quarter | 28.22 | 25.87 | 31.37 | 29.15 | (10.04) | (11.25) |
2 nd Quarter | 27.61 | 25.74 | 30.97 | 29.09 | (10.85) | (11.52) |
3 rd Quarter | 28.15 | 26.48 | 31.50 | 29.89 | (10.63) | (11.41) |
4 th Quarter | 28.00 | 22.12 | 31.48 | 25.33 | (11.05) | (12.67) |
2019 | ||||||
1 st Quarter | 26.53 | 23.25 | 29.66 | 26.13 | (10.55) | (11.02) |
2 nd Quarter | 27.36 | 25.65 | 30.60 | 28.76 | (10.59) | (10.81) |
3 rd Quarter | 27.66 | 26.02 | 30.55 | 28.97 | (9.46) | (10.18) |
4 th Quarter | 28.84 | 26.68 | 31.78 | 29.22 | (9.25) | (8.69) |
2020 | ||||||
1 st Quarter | 29.05 | 17.61 | 32.04 | 21.12 | (9.33) | (16.62) |
Prospectus 2020 | 9 |
■ | it keeps investments in individual issuers within the limits permitted diversified companies under the 1940 Act (i.e., 75% of its total assets must be represented by cash items, government securities, securities of other investment companies, and securities of other issuers which, at the time of investment, do not exceed 5% of the Fund’s total assets at market value in the securities of any issuer and do not exceed 10% of the voting securities of any issuer); |
■ | it does not make investments with a view to exercising control or management except that, as of the date hereof, it has an investment in Seligman Data Corp., the former shareholder servicing agent for the Fund; |
■ | it ordinarily does not invest in other investment companies, but it may purchase up to 3% of the voting securities of such investment companies, provided purchases of securities of a single investment company do not exceed in value 5% of the total assets of the Fund and all investments in investment company securities do not exceed 10% of total assets; and |
■ | it has no fixed policy with respect to portfolio turnover and purchases and sales in the light of economic, market and investment considerations. The portfolio turnover rates for the ten fiscal years ended December 31, 2019 are shown under Financial Highlights. |
10 | Prospectus 2020 |
Prospectus 2020 | 11 |
12 | Prospectus 2020 |
■ | An equity future is a derivative that is an agreement for the contract holder to buy or sell a specified amount of an individual equity, a basket of equities or the securities in an equity index on a specified date at a predetermined price. |
Prospectus 2020 | 13 |
14 | Prospectus 2020 |
Assumed Return on Portfolio (net of expenses) | -10% | -5% | 0% | 5% | 10% |
Corresponding Return to Common Stockholders | (10.37)% | (5.25)% | (0.12)% | 5.00% | 10.12% |
Prospectus 2020 | 15 |
16 | Prospectus 2020 |
Prospectus 2020 | 17 |
18 | Prospectus 2020 |
Portfolio Manager | Title | Role with Fund | Managed Fund Since | |||
Brian Condon, CFA, CAIA* | Senior Portfolio Manager and Head of Quantitative Strategies | Co-Portfolio Manager | 2010 | |||
David King, CFA | Senior Portfolio Manager | Co-Portfolio Manager | 2011 | |||
Yan Jin | Senior Portfolio Manager | Co-Portfolio Manager | 2012 | |||
Peter Albanese | Senior Portfolio Manager | Co-Portfolio Manager | 2014 | |||
Raghavendran Sivaraman, Ph.D., CFA | Senior Portfolio Manager | Co-Portfolio Manager | April 2020 |
* | Brian Condon has announced that he plans to retire from the Investment Manager on May 31, 2020. Until then, Mr. Condon will continue to serve as a Co-Portfolio Manager of the Fund. |
Prospectus 2020 | 19 |
20 | Prospectus 2020 |
Prospectus 2020 | 21 |
22 | Prospectus 2020 |
Prospectus 2020 | 23 |
24 | Prospectus 2020 |
Prospectus 2020 | 25 |
26 | Prospectus 2020 |
Prospectus 2020 | 27 |
28 | Prospectus 2020 |
Prospectus 2020 | 29 |
30 | Prospectus 2020 |
■ |
Automatic Dividend Investment
Plan. Under the Automatic Dividend Investment Plan, you may elect to purchase additional shares of the Fund’s Common Stock with dividends or other distributions on shares of the Fund owned. For Direct-at-Fund
Accounts, unless the Service Agent is otherwise instructed by you as described below, 100% of distributions on the Common Stock are automatically paid in book shares of Common Stock which are entered in your Fund account as “book
credits.” You may otherwise elect to receive distributions 75% in shares and 25% in cash, 50% in shares and 50% in cash, or 100% in cash. Any request to change your distribution payment option must be received by the Service Agent by the
record date for a distribution in order for the change to take effect for such distribution. Elections received after a record date for a distribution will be effective for next distribution. Shares issued to you in respect of distributions will be
priced as described above (see Buying and Selling Shares – Buying Shares).
|
The tax treatment of
dividends and capital gain distributions is the same whether you take them in cash or reinvest them (partly or entirely) to buy additional shares of the Fund’s Common Stock. For more information regarding distributions and taxes, see Capital Stock, Long-Term Debt and Other Securities – Distributions and Taxes.
|
|
At present there is no charge for reinvested distribution purchases made under the Automatic Dividend Investment Plan. |
■ |
Cash Purchase Plan. Under the Cash Purchase Plan, you may elect to purchase additional shares of the Fund’s Common Stock with cash dividends paid by other corporations in which stock is owned, or with cash purchase payments (including
via ACH, as described below).
|
Under the Cash Purchase
Plan, the Service Agent may receive and invest other corporation’s distributions or cash payments made by you in additional shares of the Fund’s Common Stock (after deducting a transaction fee) in your accounts, as described above (see Buying and Selling Shares – Buying Shares). Purchase orders received in connection with the Cash Purchase Plan are generally priced one time per week, typically each Wednesday (or the next available business
day if the Exchange is not open for business on Wednesday), subject to the potential for the suspension of such purchases as described above (see Buying and Selling Shares – Buying Shares). Cash purchase
payments forwarded by you under the Cash Purchase Plan should be made payable to Tri-Continental Corporation and mailed to the regular or overnight mail address noted in Buying and Selling Shares –
Direct-at-Fund Accounts above. Checks for investment must be in U.S. dollars drawn on a domestic bank. You will be assessed a $15 fee for any checks rejected by your financial institution due to insufficient funds or other reasons. The Fund
does not accept cash, credit card convenience checks, money orders, traveler’s checks, starter checks, third or fourth party checks, or other cash equivalents.
|
At present, stockholders
participating in the Cash Purchase Plan will pay a transaction fee of $2.00 for each cash purchase transaction.
|
|
Automated Clearing House (ACH). If you elect to participate in the Cash Purchase Plan you may establish the ACH privilege on your account, which allows you to transfer money directly from your bank account by electronic funds transfer to be invested in additional shares of Common Stock for your Direct-at-Fund Account. |
Prospectus 2020 | 31 |
32 | Prospectus 2020 |
Prospectus 2020 | 33 |
34 | Prospectus 2020 |
SAI PRIMER | 2 |
ABOUT THE FUND | 5 |
ADDITIONAL INVESTMENT POLICIES | 6 |
ABOUT FUND INVESTMENTS | 8 |
Types of Investments | 8 |
Information Regarding Risks | 43 |
Lending of Portfolio Securities | 71 |
Interfund Lending | 71 |
INVSESTMENT MANAGEMENT AND OTHER SERVICES | 73 |
The Investment Manager | 73 |
Potential Conflicts of Interest | 75 |
Structure of Compensation | 76 |
The Administrator | 77 |
Other Services Provided | 77 |
Other Roles and Relationships of Ameriprise Financial and Its Affiliates – Certain Conflicts of Interest | 78 |
Code of Ethics | 82 |
Proxy Voting Policies and Procedures | 82 |
FUND GOVERNANCE | 84 |
Board of Directors and Officers | 84 |
Compensation | 93 |
BROKERAGE ALLOCATION AND RELATED PRACTICES | 95 |
General Brokerage Policy, Brokerage Transactions and Broker Selection | 95 |
Brokerage Commissions | 98 |
Directed Brokerage | 99 |
Securities of Regular Broker-Dealers | 99 |
TAXATION | 100 |
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES | 111 |
INFORMATION REGARDING PENDING AND SETTLED LEGAL PROCEEDINGS | 112 |
OTHER INFORMATION | 113 |
Conduct of the Fund’s Business | 113 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENT SCHEDULE | 114 |
APPENDIX A – DESCRIPTION OF RATINGS | A-1 |
APPENDIX B – CORPORATE GOVERNANCE AND PROXY VOTING PRINCIPLES | B-1 |
Prospectus 2020 | 35 |
|
2 |
|
5 |
|
6 |
|
8 |
|
8 |
|
43 |
|
71 |
|
71 |
|
73 |
|
73 |
|
75 |
|
76 |
|
77 |
|
77 |
|
78 |
|
82 |
|
82 |
|
84 |
|
84 |
|
93 |
|
95 |
|
95 |
|
98 |
|
99 |
|
99 |
|
100 |
|
111 |
|
112 |
|
113 |
|
113 |
|
114 |
|
A-1 |
|
B-1 |
Statement of Additional Information – May 1, 2020 | 1 |
■ | the Fund's investments; |
■ | the Fund's investment adviser, investment subadviser(s) (if any) and other service providers, including roles and relationships of Ameriprise Financial and its affiliates, and conflicts of interest; |
■ | the governance of the Fund; |
■ | the Fund's brokerage practices; and |
■ | the application of U.S. federal income tax laws. |
1933 Act | Securities Act of 1933, as amended |
1934 Act | Securities Exchange Act of 1934, as amended |
1940 Act | Investment Company Act of 1940, as amended |
Ameriprise Financial | Ameriprise Financial, Inc. |
Board | The Fund’s Board of Directors |
Business Day | Any day on which the NYSE is open for business. A business day typically ends at the close of regular trading on the NYSE, usually at 4:00 p.m. Eastern time. If the NYSE is scheduled to close early, the business day will be considered to end as of the time of the NYSE’s scheduled close. The Fund will not treat an intraday unscheduled disruption in NYSE trading or an intraday unscheduled closing as a close of regular trading on the NYSE for these purposes and will price its shares as of the regularly scheduled closing time for that day (typically, 4:00 p.m. Eastern time). Notwithstanding the foregoing, the NAV of Fund shares may be determined at such other time or times (in addition to or in lieu of the time set forth above) as the Fund’s Board may approve or ratify. On holidays and other days when the NYSE is closed, the Fund's NAV is not calculated and the Fund does not accept buy or sell orders. However, the value of the Fund's assets may still be affected on such days to the extent that the Fund holds foreign securities that trade on days that foreign securities markets are open. |
CEA | Commodity Exchange Act |
CFTC | The United States Commodity Futures Trading Commission |
CMOs | Collateralized mortgage obligations |
Statement of Additional Information – May 1, 2020 | 2 |
Code | Internal Revenue Code of 1986, as amended |
Codes of Ethics | The codes of ethics adopted by the Fund, the Investment Manager, Columbia Management Investment Distributors, Inc. (the distributor of the open-end funds (other than the Columbia ETFs) in the Columbia Fund Family) and/or any sub-adviser, as applicable, pursuant to Rule 17j-1 under the 1940 Act |
Columbia Funds or Columbia Funds Complex | The fund complex, including the Fund, that is comprised of the registered investment companies, including traditional mutual funds, closed-end funds, and ETFs, advised by the Investment Manager or its affiliates |
Columbia Management | Columbia Management Investment Advisers, LLC |
Custodian | JPMorgan Chase Bank, N.A. |
DBRS | DBRS Morningstar |
Director(s) | One or more of the Board’s Directors |
FDIC | Federal Deposit Insurance Corporation |
FHLMC | The Federal Home Loan Mortgage Corporation |
Fitch | Fitch Ratings, Inc. |
FNMA | Federal National Mortgage Association |
GNMA | Government National Mortgage Association |
Independent Directors | The Directors of the Board who are not “interested persons” (as defined in the 1940 Act) of the Fund |
Interested Director | A Director of the Board who is currently deemed to be an “interested person” (as defined in the 1940 Act) of the Fund |
Investment Manager | Columbia Management Investment Advisers, LLC |
IRS | United States Internal Revenue Service |
JPMorgan | JPMorgan Chase Bank, N.A., the Fund's custodian |
KBRA | Kroll Bond Rating Agency |
LIBOR | London Interbank Offered Rate* |
Management Agreement | The Management Agreement, as amended, between the Fund and the Investment Manager |
Moody’s | Moody’s Investors Service, Inc. |
NRSRO | Nationally recognized statistical ratings organization (for example, Moody’s, Fitch or S&P) |
NYSE | New York Stock Exchange |
PwC | PricewaterhouseCoopers LLP |
REIT | Real estate investment trust |
REMIC | Real estate mortgage investment conduit |
S&P | Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“Standard & Poor’s” and “S&P” are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by the Investment Manager. The Columbia Funds are not sponsored, endorsed, sold or promoted by Standard & Poor’s and Standard & Poor’s makes no representation regarding the advisability of investing in the Columbia Funds) |
SAI | This Statement of Additional Information, as amended and supplemented from time-to-time |
SEC | United States Securities and Exchange Commission |
Service Agent | Columbia Management Investment Services Corp. |
Shares | Shares of the Fund |
Stockholder Service Agent Agreement | The Stockholder Service Agent Agreement, as amended, between the Fund and the Service Agent |
Statement of Additional Information – May 1, 2020 | 3 |
* | On July 27, 2017, the head of the United Kingdom’s Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. There remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate. |
Statement of Additional Information – May 1, 2020 | 4 |
Fund | Fiscal Year End | Prospectus Date | Diversified* |
Tri-Continental Corporation | December 31 | May 1, 2020 | Yes |
* | A “diversified” Fund may not, with respect to 75% of its total assets, invest more than 5% of its total assets in securities of any one issuer or purchase more than 10% of the outstanding voting securities of any one issuer, except obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities and except securities of other investment companies. A “non-diversified” Fund may invest a greater percentage of its total assets in the securities of fewer issuers than a “diversified” fund, which increases the risk that a change in the value of any one investment held by the Fund could affect the overall value of the Fund more than it would affect that of a “diversified” fund holding a greater number of investments. Accordingly, a “non-diversified” Fund’s value will likely be more volatile than the value of a more diversified fund. The Fund does not consider futures or swaps central counterparties where the Fund has exposure to such central counterparties in the course of making investments in futures and securities, to be issuers. |
Statement of Additional Information – May 1, 2020 | 5 |
(1) | may issue senior securities such as bonds, notes or other evidences of indebtedness if immediately after issuance the net assets of the Fund provide 300% coverage of the aggregate principal amount of all bonds, notes or other evidences of indebtedness and that amount does not exceed 150% of the capital and surplus of the Fund; |
(2) | may issue senior equity securities on a parity with, but not having preference or priority over, the Preferred Stock if immediately after issuance its net assets are equal to at least 200% of the aggregate amount (exclusive of any dividends accrued or in arrears) to which all shares of the Preferred Stock, then outstanding, shall be entitled as a preference over the Common Stock in the event of voluntary or involuntary liquidation, dissolution or winding up of the Fund; |
(3) | may borrow money for substantially the same purposes as it may issue senior debt securities, subject to the same restrictions and to any applicable limitations prescribed by law; |
(4) | may engage in the business of underwriting securities either directly or through majority-owned subsidiaries subject to any applicable restrictions and limitations prescribed by law; |
(5) | does not intend to concentrate its assets in any one industry although it may from time to time invest up to 25% of the value of its assets, taken at market value, in a single industry; |
(6) | may not, with limited exceptions, purchase and sell real estate directly but may do so through majority-owned subsidiaries, so long as its real estate investments do not exceed 10% of the value of the Fund’s total assets; |
(7) | may not purchase or sell commodities or commodity contracts; and |
(8) | may make money loans (subject to restrictions imposed by law and by charter) (a) only to its subsidiaries, (b) as incidents to its business transactions or (c) for other purposes. The Fund will not lend securities if the total of all such loans would exceed 33 1⁄3% of the Fund’s total assets, except this fundamental investment policy shall not prohibit the Fund from purchasing money market securities, loans, loan participation or other debt securities, or from entering into repurchase agreements, and it may make loans represented by repurchase agreements, so long as such loans do not exceed 10% of the value of total assets. |
Statement of Additional Information – May 1, 2020 | 6 |
Statement of Additional Information – May 1, 2020 | 7 |
Type of Investment | Tri-Continental Corporation |
Asset-Backed Securities | Yes |
Bank Obligations (Domestic and Foreign) | Yes |
Collateralized Bond Obligations | Yes |
Commercial Paper | Yes |
Common Stock | Yes |
Convertible Securities | Yes |
Corporate Debt Securities | Yes |
Custody Receipts and Trust Certificates | Yes |
Debt Obligations | Yes |
Depositary Receipts | Yes |
Statement of Additional Information – May 1, 2020 | 8 |
Type of Investment | Tri-Continental Corporation |
Derivatives | Yes |
Dollar Rolls | Yes |
Exchange-Traded Notes | Yes |
Foreign Currency Transactions | Yes |
Foreign Securities | Yes |
Guaranteed Investment Contracts (Funding Agreements) | Yes |
High-Yield Securities | Yes |
Illiquid Investments | Yes |
Inflation Protected Securities | Yes |
Initial Public Offerings | Yes |
Inverse Floaters | Yes |
Investment in Other Investment Companies (Including ETFs) | Yes |
Listed Private Equity Funds | Yes |
Money Market Instruments | Yes |
Mortgage-Backed Securities | Yes |
Municipal Securities | Yes |
Participation Interests | Yes |
Partnership Securities | Yes |
Preferred Stock | Yes |
Private Placement and Other Restricted Securities | Yes |
Real Estate Investment Trusts | Yes |
Repurchase Agreements | Yes |
Reverse Repurchase Agreements | Yes |
Short Sales | Yes |
Sovereign Debt | Yes |
Standby Commitments | Yes |
U.S. Government and Related Obligations | Yes |
Variable- and Floating-Rate Obligations | Yes |
Warrants and Rights | Yes |
Statement of Additional Information – May 1, 2020 | 9 |
Statement of Additional Information – May 1, 2020 | 10 |
Statement of Additional Information – May 1, 2020 | 11 |
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■ | A forward foreign currency contract is a derivative (forward contract) in which the underlying reference is a country's or region’s currency. The Fund may agree to buy or sell a country's or region’s currency at a specific price on a specific date in the future. These instruments may fall in value (sometimes dramatically) due to foreign market downswings or foreign currency value fluctuations, subjecting the Fund to foreign currency risk (the risk that Fund performance may be negatively impacted by foreign currency strength or weakness relative to the U.S. dollar, particularly if the Fund exposes a significant percentage of its assets to currencies other than the U.S. dollar). The effectiveness of any currency hedging strategy by a Fund may be reduced by the Fund’s inability to precisely match forward contract amounts and the value of securities involved. Forward foreign currency contracts used for hedging may also limit any potential gain that might result from an increase or decrease in the value of the currency. The Fund may use these instruments to gain leveraged exposure to currencies, which is a speculative investment practice that increases the Fund's risk exposure and the possibility of losses. Unanticipated changes in the currency markets could result in reduced performance for the Fund. When the Fund converts its foreign currencies into U.S. dollars, it may incur currency conversion costs due to the spread between the prices at which it may buy and sell various currencies in the market. |
■ | A forward interest rate agreement is a derivative whereby the buyer locks in an interest rate at a future settlement date. If the interest rate on the settlement date exceeds the lock rate, the buyer pays the seller the difference between the two rates (based on the notional value of the agreement). If the lock rate exceeds the interest rate on the settlement date, the seller pays the buyer the difference between the two rates (based on the notional value of the agreement). The Fund may act as a buyer or a seller. |
■ | A bond (or debt instrument) future is a derivative that is an agreement for the contract holder to buy or sell a bond or other debt instrument, a basket of bonds or other debt instrument, or the bonds or other debt instruments in an index on a specified date at a predetermined price. The buyer (long position) of a bond future is obliged to buy the underlying reference at the agreed price on expiry of the future. |
■ | A commodity-linked future is a derivative that is an agreement to buy or sell one or more commodities (such as crude oil, gasoline and natural gas), basket of commodities or indices of commodity futures at a specific date in the future at a specific price. |
■ | A currency future, also an FX future or foreign exchange future, is a derivative that is an agreement to exchange one currency for another at a specified date in the future at a price (exchange rate) that is fixed on the purchase date. |
■ | An equity future is a derivative that is an agreement for the contract holder to buy or sell a specified amount of an individual equity, a basket of equities or the securities in an equity index on a specified date at a predetermined price. |
Statement of Additional Information – May 1, 2020 | 49 |
■ | An interest rate future is a derivative that is an agreement whereby the buyer and seller agree to the future delivery of an interest-bearing instrument on a specific date at a pre-determined price. Examples include Treasury-bill futures, Treasury-bond futures and Eurodollar futures. |
■ | A commodity-linked structured note is a derivative (structured investment) that has principal and/or interest payments based on the market price of one or more particular commodities (such as crude oil, gasoline and natural gas), a basket of commodities, indices of commodity futures or other economic variable. If payment of interest on a commodity-linked structured note is linked to the value of a particular commodity, basket of commodities, commodity index or other economic variable, the Fund might receive lower interest payments (or not receive any of the interest due) on its investments if there is a loss of value in the underlying reference. Further, to the extent that the amount of principal to be repaid upon maturity is linked to the value of a particular commodity, basket of commodities, commodity index or other economic variable, the Fund might not receive a portion (or any) of the principal at maturity of the investment or upon earlier exchange. At any time, the risk of loss associated with a particular structured note in the Fund’s portfolio may be significantly higher than the value of |
Statement of Additional Information – May 1, 2020 | 50 |
the note. A liquid secondary market may not exist for the commodity-linked structured notes held in the Fund’s portfolio, which may make it difficult for the notes to be sold at a price acceptable to the portfolio manager(s) or for the Fund to accurately value them. |
■ | An equity-linked note (ELN) is a derivative (structured investment) that has principal and/or interest payments based on the value of a single equity security, a basket of equity securities or an index of equity securities, and generally has risks similar to these underlying equity securities. ELNs may be leveraged or unleveraged. An ELN typically provides interest income, thereby offering a yield advantage over investing directly in an underlying equity. The Fund may purchase ELNs that trade on a securities exchange or those that trade on the over-the-counter markets, as well as in privately negotiated transactions with the issuer of the ELN. Investments in ELNs are also subject to liquidity risk, which may make ELNs difficult to sell and value. The liquidity of unlisted ELNs is normally determined by the willingness of the issuer to make a market in the ELN. While the Fund will seek to purchase ELNs only from issuers that it believes to be willing and able to repurchase the ELN at a reasonable price, there can be no assurance that the Fund will be able to sell at such a price. Furthermore, such inability to sell may impair the Fund’s ability to enter into other transactions at a time when doing so might be advantageous. The Fund’s investments in ELNs have the potential to lead to significant losses, including the amount the Fund invested in the ELN, because ELNs are subject to the market and volatility risks associated with their underlying equity. In addition, because ELNs often take the form of unsecured notes of the issuer, the Fund would be subject to the risk that the issuer may default on its obligations under the ELN, thereby subjecting the Fund to the further risk of being too concentrated in the securities (including ELNs) of that issuer. However, the Fund typically considers ELNs alongside other securities of the issuer in its assessment of issuer concentration risk. In addition, ELNs may exhibit price behavior that does not correlate with the underlying securities. ELNs may also be subject to leverage risk. The Fund may or may not hold an ELN until its maturity. ELNs also include participation notes. |
■ | A commodity-linked swap is a derivative (swap) that is an agreement where the underlying reference is the market price of one or more particular commodities (such as crude oil, gasoline and natural gas), basket of commodities or indices of commodity futures. |
■ | Contracts for differences are swap arrangements in which the parties agree that their return (or loss) will be based on the relative performance of two different groups or baskets of securities or other instruments. Often, one or both baskets will be an established securities index. The Fund’s return will be based on changes in value of theoretical long futures positions in the securities comprising one basket (with an aggregate face value equal to the notional amount of the contract for differences) and theoretical short futures positions in the securities comprising the other basket. The Fund also may use actual long and short futures positions and achieve similar market exposure by netting the payment obligations of the two contracts. If the short basket outperforms the long basket, the Fund will realize a loss – even in circumstances when the securities in both the long and short baskets appreciate in value. |
■ | A credit default swap (including a swap on a credit default index, sometimes referred to as a credit default swap index) is a derivative and special type of swap where one party pays, in effect, an insurance premium through a stream of payments to another party in exchange for the right to receive a specified return upon the occurrence of a particular credit event by one or more third parties, such as bankruptcy, default or a similar event. A credit default swap may be embedded within a structured note or other derivative instrument. Credit default swaps enable an investor to buy or sell protection against such a credit event (such as an issuer’s bankruptcy, restructuring or failure to make timely payments of interest or principal). Credit default swap indices are indices that reflect the performance of a basket of credit default swaps and are subject to the same risks as credit default swaps. If such a default were to occur, any contractual remedies that the Fund may have may be subject to bankruptcy and insolvency laws, which could delay or limit the Fund's recovery. Thus, if the counterparty under a credit default swap defaults on its obligation to make payments thereunder, as a result of its bankruptcy or otherwise, the Fund may lose such payments altogether, or collect only a portion thereof, which collection could involve costs or delays. The Fund’s return from investment in a credit default swap index may not match the return of the referenced index. Further, investment in a credit default swap index could result in losses if the referenced index does not perform as expected. Unexpected changes in |
Statement of Additional Information – May 1, 2020 | 51 |
the composition of the index may also affect performance of the credit default swap index. If a referenced index has a dramatic intraday move that causes a material decline in the Fund’s net assets, the terms of the Fund’s credit default swap index may permit the counterparty to immediately close out the transaction. In that event, the Fund may be unable to enter into another credit default swap index or otherwise achieve desired exposure, even if the referenced index reverses all or a portion of its intraday move. |
■ | An inflation rate swap is a derivative typically used to transfer inflation risk from one party to another through an exchange of cash flows. In an inflation rate swap, one party pays a fixed rate on a notional principal amount, while the other party pays a floating rate linked to an inflation index, such as the Consumer Price Index (CPI). |
■ | An interest rate swap is a derivative in which two parties agree to exchange interest rate cash flows, based on a specified notional amount from a fixed rate to a floating rate (or vice versa) or from one floating rate to another. Interest rate swaps can be based on various measures of interest rates, including LIBOR, swap rates, treasury rates and foreign interest rates. |
■ | Total return swaps are derivative swap transactions in which one party agrees to pay the other party an amount equal to the total return of a defined underlying reference during a specified period of time. In return, the other party would make periodic payments based on a fixed or variable interest rate or on the total return of a different underlying reference. |
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Asset
Levels
(in Millions) |
Applicable
Fee Rate |
|
Tri-Continental Corporation | $0-$500 | 0.415% |
>$500-$1,000 | 0.410% | |
>$1,000-$3,000 | 0.405% | |
>$3,000-$12,000 | 0.395% | |
>$12,000 | 0.385% |
Statement of Additional Information – May 1, 2020 | 74 |
Management Services Fees | |||
2019 | 2018 | 2017 | |
For Funds with fiscal period ending December 31 | |||
Tri-Continental Corporation | $6,640,835 | $6,852,625 | $6,506,899 |
Other Accounts Managed (excluding the Fund) | |||||
Fund | Portfolio Manager |
Number
and type
of account* |
Approximate
Total Net Assets (excluding the fund) |
Performance
Based Accounts** |
Ownership
of Fund Shares |
Information is as of December 31, 2019, unless otherwise noted | |||||
Tri-Continental
Corporation |
Brian Condon(b) |
22
RICs
2 PIVs 72 other accounts |
$12.36
billion
$121.19 million $8.92 billion |
None | $100,001-$500,000 (a) |
David L. King |
5
RICs
7 other accounts |
$6.75
billion
$27.94 million |
None | Over $1,000,000(a) | |
Yan Jin |
5
RICs
11 other accounts |
$6.75
billion
$5.25 million |
None | $100,001-$500,000 (a) | |
Peter Albanese |
16
RICs
2 PIVs 70 other accounts |
$12.30
billion
$121.19 million $8.92 billion |
None | $100,001-$500,000 (a) | |
Raghavendran Sivaraman(c) |
12
RICs
4 other accounts |
$10.31
billion
$20.47 million |
None | None |
* | RIC refers to a Registered Investment Company; PIV refers to a Pooled Investment Vehicle. |
** | Number and type of accounts for which the advisory fee paid is based in part or wholly on performance and the aggregate net assets in those accounts. |
(a) | Excludes any notional investments. |
(b) | Brian Condon has announced that he plans to retire from the Investment Manager on May 31, 2020. Until then, Mr. Condon will continue to serve as a Co-Portfolio Manager of the Fund. |
(c) | The portfolio manager began managing the Fund after its last fiscal year end; reporting information is provided as of February 29,2020. |
Columbia Management: Like other investment professionals with multiple clients, a Fund’s portfolio manager(s) may face certain potential conflicts of interest in connection with managing both the Fund and other accounts at the same time. The Investment Manager and the Funds have adopted compliance policies and procedures that attempt to address certain of the potential conflicts that portfolio managers face in this regard. Certain of these conflicts of interest are summarized below. | |
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 for a portfolio manager by creating an incentive to favor higher fee accounts. | |
Potential conflicts of interest also may arise when a portfolio manager has personal investments in other accounts that may create an incentive to favor those accounts. As a general matter and subject to the Investment Manager’s Code of Ethics and certain limited exceptions, the Investment Manager’s investment professionals do not have the opportunity to invest in client accounts, other than the funds. |
Statement of Additional Information – May 1, 2020 | 75 |
A 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. The effects of this potential conflict may be more pronounced where Funds and/or accounts managed by a particular portfolio manager have different investment strategies. | |
A portfolio manager may be able to select or influence the selection of the broker/dealers that are used to execute securities transactions for the Funds. A portfolio manager’s decision as to the selection of broker/dealers could produce disproportionate costs and benefits among the Funds and the other accounts the portfolio manager manages. | |
A potential conflict of interest may arise when a portfolio manager buys or sells the same securities for a Fund and other accounts. 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 Investment Manager’s trading desk may, to the extent consistent with applicable laws and regulations, aggregate the securities to be sold or bought 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 a portfolio manager favors one account over another in allocating the securities bought or sold. The Investment Manager and its Participating Affiliates (including Threadneedle) may coordinate their trading operations for certain types of securities and transactions pursuant to personnel-sharing agreements or similar intercompany arrangements. However, typically the Investment Manager does not coordinate trading activities with a Participating Affiliate with respect to accounts of that Participating Affiliate unless such Participating Affiliate is also providing trading services for accounts managed by the Investment Manager. Similarly, a Participating Affiliate typically does not coordinate trading activities with the Investment Manager with respect to accounts of the Investment Manager unless the Investment Manager is also providing trading services for accounts managed by such Participating Affiliate. As a result, it is possible that the Investment Manager and its Participating Affiliates may trade in the same instruments at the same time, in the same or opposite direction or in different sequence, which could negatively impact the prices paid by the Fund on such instruments. Additionally, in circumstances where trading services are being provided on a coordinated basis for the Investment Manager’s accounts (including the Funds) and the accounts of one or more Participating Affiliates in accordance with applicable law, it is possible that the allocation opportunities available to the Funds may be decreased, especially for less actively traded securities, or orders may take longer to execute, which may negatively impact Fund performance. | |
“Cross trades,” in which a portfolio manager sells a particular security held by a Fund to another account (potentially saving transaction costs for both accounts), could involve a potential conflict of interest if, for example, a portfolio manager is permitted to sell a security from one account to another account at a higher price than an independent third party would pay. The Investment Manager and the Funds have adopted compliance procedures that provide that any transactions between a Fund and another account managed by the Investment Manager are to be made at a current market price, consistent with applicable laws and regulations. | |
Another potential conflict of interest may arise based on the different investment objectives and strategies of a Fund and other accounts managed by its portfolio manager(s). Depending on another account’s objectives and other factors, a portfolio manager may give advice to and make decisions for a Fund that may differ from advice given, or the timing or nature of decisions made, with respect to another account. A portfolio manager’s investment decisions are the product of many factors in addition to basic suitability for the particular account involved. Thus, a portfolio manager may buy or sell a particular security for certain accounts, and not for a Fund, even though it could have been bought or sold for the Fund at the same time. A portfolio manager also may buy a particular security for one or more accounts when one or more other accounts are selling the security (including short sales). There may be circumstances when a portfolio manager’s purchases or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts, including the Funds. | |
To the extent a Fund invests in underlying funds, a portfolio manager will be subject to additional potential conflicts of interest. Because of the structure of funds-of-funds, the potential conflicts of interest for the portfolio managers may be different than the potential conflicts of interest for portfolio managers who manage other Funds. The Investment Manager and its affiliates may receive higher compensation as a result of allocations to underlying funds with higher fees. | |
A Fund’s portfolio manager(s) also may have other potential conflicts of interest in managing the Fund, and the description above is not a complete description of every conflict that could exist in managing the Fund and other accounts. Many of the potential conflicts of interest to which the Investment Manager’s portfolio managers are subject are essentially the same or similar to the potential conflicts of interest related to the investment management activities of the Investment Manager and its affiliates. |
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Name,
Address,
Year of Birth |
Position
Held
with the Fund and Length of Service |
Principal
Occupation(s)
During the Past Five Years and Other Relevant Professional Experience |
Number
of
Funds in the Columbia Funds Complex Overseen |
Other Directorships Held by Director During the Past Five Years |
Committee
Assignments |
George
S. Batejan
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1953 |
Director since January 2018 | Executive Vice President, Global Head of Technology and Operations, Janus Capital Group, Inc., 2010-2016 | 117 | Former Chairman of the Board, NICSA (National Investment Company Services Association) (Executive Committee, Nominating Committee and Governance Committee), 2014-2016; former Director, Intech Investment Management, 2011-2016; former Board Member, Metro Denver Chamber of Commerce, 2015-2016; former Advisory Board Member, University of Colorado Business School, 2015-2018 | Compliance, Contracts, Executive, Investment Review |
Statement of Additional Information – May 1, 2020 | 84 |
Name,
Address,
Year of Birth |
Position
Held
with the Fund and Length of Service |
Principal
Occupation(s)
During the Past Five Years and Other Relevant Professional Experience |
Number
of
Funds in the Columbia Funds Complex Overseen |
Other Directorships Held by Director During the Past Five Years |
Committee
Assignments |
Kathleen
Blatz
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1954 |
Director since November 2008 | Attorney, specializing in arbitration and mediation; Chief Justice, Minnesota Supreme Court, 1998-2006; Associate Justice, Minnesota Supreme Court, 1996-1998; Fourth Judicial District Court Judge, Hennepin County, 1994-1996; Attorney in private practice and public service, 1984-1993; State Representative, Minnesota House of Representatives, 1979-1993, which included service on the Tax and Financial Institutions and Insurance Committees; Member and Interim Chair, Minnesota Sports Facilities Authority, January -July 2017; Interim President and Chief Executive Officer, Blue Cross and Blue Shield of Minnesota (health care insurance), February-July 2018 | 117 | Trustee, BlueCross BlueShield of Minnesota since 2009 (Chair of the Business Development Committee 2014-2017; Chair of the Governance Committee since 2017); Chair of the Robina Foundation since August 2013; former Member and Chair of the Board, Minnesota Sports Facilities Authority, January 2017-July 2017 | Board Governance, Compliance, Contracts, Executive, Investment Review |
Pamela
G. Carlton
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1954 |
Director since November 2008 | President, Springboard- Partners in Cross Cultural Leadership (consulting company) since 2003; Managing Director of US Equity Research, JP Morgan Chase, 1999-2003; Director of US Equity Research, Chase Asset Management, 1996- 1999; Co-Director Latin America Research, 1993-1996, COO Global Research, 1992-1996, Co-Director of US Research, 1991-1992, Investment Banker, Morgan Stanley, 1982-1991 | 117 | Trustee, New York Presbyterian Hospital Board (Executive Committee and Chair of Human Resources Committee) since 1996; Director, DR Bank (Audit Committee) since 2017; Director, Evercore Inc. (Audit Committee, Nominating and Governance Committee) since 2019 | Audit, Board Governance, Contracts, Executive, Investment Review |
Patricia
M. Flynn
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1950 |
Director since November 2008 | Trustee Professor of Economics and Management, Bentley University since 1976 (also teaches and conducts research on corporate governance); Dean, McCallum Graduate School of Business, Bentley University, 1992-2002 | 117 | Trustee, MA Taxpayers Foundation since 1997; Board of Governors, Innovation Institute, MA Technology Collaborative since 2010; Board of Directors, The MA Business Roundtable 2003-2019 | Audit, Board Governance, Contracts, Executive, Investment Review |
Brian
J. Gallagher
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1954 |
Director since January 2020 | Retired; Partner with Deloitte & Touche LLP and its predecessors, 1977-2016 | 117 | Trustee, Catholic Schools Foundation since 2004 | Audit, Contracts, Executive, Investment Review |
Statement of Additional Information – May 1, 2020 | 85 |
Name,
Address,
Year of Birth |
Position
Held
with the Fund and Length of Service |
Principal
Occupation(s)
During the Past Five Years and Other Relevant Professional Experience |
Number
of
Funds in the Columbia Funds Complex Overseen |
Other Directorships Held by Director During the Past Five Years |
Committee
Assignments |
Catherine
James Paglia
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1952 |
Director since November 2008, Chair of the Board since January 2020 | Director, Enterprise Asset Management, Inc. (private real estate and asset management company) since September 1998; Managing Director and Partner, Interlaken Capital, Inc., 1989-1997; Managing Director, Morgan Stanley, 1982-1989; Vice President, Investment Banking, 1980-1982, Associate, Investment Banking, 1976-1980, Dean Witter Reynolds, Inc. | 117 | Director, Valmont Industries, Inc. (irrigation systems manufacturer) since 2012; Trustee, Carleton College (on the Investment Committee); Trustee, Carnegie Endowment for International Peace (on the Investment Committee) | Board Governance, Compliance, Contracts, Executive, Investment Review |
Anthony
M. Santomero
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1946 |
Director since April 2019 | Richard K. Mellon Professor Emeritus of Finance, The Wharton School, University of Pennsylvania, since 2002; Senior Advisor, McKinsey & Company (consulting), 2006-2008; President, Federal Reserve Bank of Philadelphia, 2000-2006; Professor of Finance, The Wharton School, University of Pennsylvania, 1972-2002 | 117 | Trustee, Penn Mutual Life Insurance Company since March 2008; Director, Renaissance Reinsurance Ltd. since May 2008; former Director, Citigroup Inc. and Citibank, N.A., 2009-2019; former Trustee, BofA Funds Series Trust (11 funds), 2008-2011 | Audit, Board Governance, Contracts, Investment Review |
Minor
M. Shaw
c/o Columbia Management Investment Advisers, LLC, 225 Franklin Street, Mail Drop BX32 05228, Boston, MA 02110 1947 |
Director since April 2016 | President, Micco LLC (private investments) since 2011; President, Micco Corp. (family investment business), 1998-2011 | 117 | Director, BlueCross BlueShield of South Carolina since April 2008; Trustee, Hollingsworth Funds since 2016 (previously Board Chair from 2016-2019); Advisory Board member, Duke Energy Corp. since October 2016; Chair of the Duke Endowment; Chair of Greenville – Spartanburg Airport Commission; former Trustee, BofA Funds Series Trust (11 funds), 2003-2011; former Director, Piedmont Natural Gas, 2004-2016; former Director, National Association of Corporate Directors, Carolinas Chapter, 2013-2018 | Board Governance, Compliance, Contracts, Investment Review |
Statement of Additional Information – May 1, 2020 | 86 |
Name,
Address,
Year of Birth |
Position
Held
with the Fund and Length of Service |
Principal
Occupation(s)
During the Past Five Years and Other Relevant Professional Experience |
Number
of
Funds in the Columbia Funds Complex Overseen |
Other Directorships Held by Director During the Past Five Years |
Committee
Assignments |
William
F. Truscott
c/o Columbia Management Investment Advisers, LLC, 225 Franklin St. Boston, MA 02110 1960 |
Director and Senior Vice President since November 2008 | Chief Executive Officer, Global Asset Management, Ameriprise Financial, Inc. since September 2012; Chairman of the Board and President, Columbia Management Investment Advisers, LLC since July 2004 and February 2012, respectively; Chairman of the Board and Chief Executive Officer, Columbia Management Investment Distributors, Inc. since November 2008 and February 2012, respectively; Chairman of the Board and Director, Threadneedle Asset Management Holdings, Sàrl since March 2013 and December 2008, respectively; senior executive of various entities affiliated with Columbia Threadneedle | 185 | Trustee, Columbia Funds since November 2001 | None |
* | Interested person (as defined under the 1940 Act) by reason of being an officer, director, security holder and/or employee of the Investment Manager or Ameriprise Financial. |
Statement of Additional Information – May 1, 2020 | 87 |
Name,
Address
and Year of Birth |
Position
and Year
First Appointed to Position for any Fund in the Columbia Funds Complex or a Predecessor Thereof |
Principal Occupation(s) During Past Five Years |
Joseph
Beranek
5890 Ameriprise Financial Center Minneapolis, MN 55474 Born 1965 |
Treasurer, Chief Accounting Officer (Principal Accounting Officer) (2019) and Principal Financial Officer (2020) | Vice President - Mutual Fund Accounting and Financial Reporting, Columbia Management Investment Advisers, LLC, since December 2018 and March 2017, respectively (previously Vice President – Pricing and Corporate Actions, May 2010 – March 2017). |
Paul
B. Goucher
485 Lexington Avenue New York, NY 10017 Born 1968 |
Senior Vice President (2011) and Assistant Secretary (2008) | Senior Vice President and Assistant General Counsel, Ameriprise Financial, Inc. since January 2017 (previously Vice President and Lead Chief Counsel, November 2008 – January 2017 and January 2013 – January 2017, respectively); Vice President, Chief Legal Officer and Assistant Secretary, Columbia Management Investment Advisers, LLC since March 2015 (previously Vice President and Assistant Secretary, May 2010 – March 2015). |
Thomas
P. McGuire
225 Franklin Street Boston, MA 02110 Born 1972 |
Senior Vice President and Chief Compliance Officer (2012) | Vice President – Asset Management Compliance, Ameriprise Financial, Inc., since May 2010; Chief Compliance Officer, Ameriprise Certificate Company since September 2010; Chief Compliance Officer, Columbia Acorn/Wanger Funds since December 2015. |
Colin
Moore
225 Franklin Street Boston, MA 02110 Born 1958 |
Senior Vice President (2010) | Executive Vice President and Global Chief Investment Officer, Ameriprise Financial, Inc., since July 2013; Executive Vice President and Global Chief Investment Officer, Columbia Management Investment Advisers, LLC since July 2013. |
Ryan
C. Larrenaga
225 Franklin Street Boston, MA 02110 Born 1970 |
Senior Vice President (2017), Chief Legal Officer (2017) and Secretary (2015) | Vice President and Chief Counsel, Ameriprise Financial, Inc. since August 2018 (previously Vice President and Group Counsel, August 2011 – August 2018); officer of Columbia Funds and affiliated funds since 2005. |
Daniel
J. Beckman
225 Franklin Street Boston, MA 02110 Born 1962 |
Senior Vice President (2020) | Vice President – Head of North America Product, Columbia Management Investment Advisers, LLC (since April 2015); previously, Senior Vice President of Investment Product Management, Fidelity Financial Advisor Solutions, a division of Fidelity Investments (January 2012 – March 2015). |
Michael
E. DeFao
225 Franklin Street Boston, MA 02110 Born 1968 |
Vice President (2011) and Assistant Secretary (2010) | Vice President and Chief Counsel, Ameriprise Financial, Inc. since May 2010. |
Lyn
Kephart-Strong
5228 Ameriprise Financial Center Minneapolis, MN 55474 Born 1960 |
Vice President (2015) | President, Columbia Management Investment Services Corp. since October 2014; Vice President & Resolution Officer, Ameriprise Trust Company since August 2009. |
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Board Member |
Dollar
Range of Equity
Securities Owned by Director of the Fund |
Aggregate
Dollar
Range of Equity Securities in all Funds in the Columbia Funds Complex Overseen by the Director |
George S. Batejan | $1-$10,000 | Over $100,000 |
Kathleen Blatz | $1-$10,000 | Over $100,000 |
Pamela G. Carlton | $50,001-$100,000 | Over $100,000(a) |
Patricia M. Flynn | $50,001-$100,000 | Over $100,000(a) |
Brian J. Gallagher | $1-$10,000* | Over $100,000(a) |
Catherine James Paglia | $1-$10,000 | Over $100,000(a) |
Anthony M. Santomero | $1-$10,000 | Over $100,000(a) |
Minor M. Shaw | $1-$10,000 | Over $100,000(a)(b) |
* | Mr. Gallagher became a Director effective January 1, 2020; the value shown for Mr. Gallagher’s ownership of the Fund in the table above is as of such date. |
(a) | Includes the value of compensation payable under a Deferred Compensation Plan that is determined as if the amounts deferred had been invested, as of the date of deferral, in shares of one or more funds in the Columbia Funds Complex overseen by the Director as specified by the Director. |
(b) | Ms. Shaw invested in a Section 529 Plan managed by the Investment Manager that allocates assets to various mutual funds, including Columbia Funds. The amount shown includes the value of her interest in this plan determined as if her investment in the plan were invested directly in the Columbia Fund pursuant to the plan’s target allocations. |
Board Member |
Dollar
Range of Equity
Securities Owned by Director of the Fund |
Aggregate
Dollar
Range of Equity Securities in all Funds in the Columbia Funds Complex Overseen by the Director |
William F. Truscott | $50,001-$100,000 | Over $100,000 |
Statement of Additional Information – May 1, 2020 | 92 |
Director Name(a) |
Total
Cash Compensation
from the Columbia Funds Complex Paid to Director(b)(d) |
Amount
Deferred
from Total Compensation(c) |
George S. Batejan | $365,000 | $0 |
Kathleen Blatz | $362,500 | $0 |
Edward J. Boudreau, Jr.(e) | $445,000 | $275,900 |
Pamela G. Carlton | $362,500 | $108,750 |
Patricia M. Flynn | $362,500 | $362,500 |
Brian J. Gallagher(f) | $325,000 | $162,500 |
Catherine James Paglia | $362,500 | $362,500 |
Anthony M. Santomero(g) | $330,000 | $0 |
Minor M. Shaw | $332,500 | $166,250 |
(a) | Director compensation is paid by the Funds and is comprised of a combination of a base fee and meeting fees, with the exception of the Chair of the Board, who receives a base annual compensation. |
(b) | Includes any portion of cash compensation Directors elected to defer during the fiscal period. |
(c) | The Directors may elect to defer a portion of the total cash compensation payable. Additional information regarding the Deferred Compensation Plan is described below. |
(d) | For the year ended December 31, 2019, there were 121 funds (including the Fund) in the Columbia Funds Complex overseen by the Directors, except for Mr. Gallagher who oversaw 119 funds. |
(e) | Mr. Boudreau served as a Director until December 31, 2019, and stopped receiving compensation from the Fund and the Columbia Funds Complex as of such date. |
(f) | Mr. Gallagher became a Director effective January 1, 2020 and, as such, received no compensation from the Fund prior to such date. Prior to January 1, 2020, Mr. Gallagher has served as a trustee to certain open-end funds in the Columbia Funds Complex. |
(g) | Mr. Santomero became a Director effective April 16, 2019 and, as such, received no compensation from the Fund prior to such date. Prior to April 16, 2019, Mr. Santomero has served as a trustee to certain open-end funds in the Columbia Funds Complex. |
Statement of Additional Information – May 1, 2020 | 93 |
Director Name |
Total
Cash Compensation
from the Fund Paid to Director |
Amount
Deferred
from Compensation |
George S. Batejan | $6,634 | $0 |
Kathleen Blatz | $6,634 | $0 |
Edward J. Boudreau, Jr.(a) | $6,659 | $4,129 |
Pamela G. Carlton | $6,634 | $1,990 |
Patricia M. Flynn | $6,634 | $6,634 |
Brian J. Gallagher(b) | N/A | N/A |
Catherine James Paglia | $6,634 | $6,634 |
Anthony M. Santomero(c) | $6,634 | $0 |
Minor M. Shaw | $6,634 | $3,317 |
(a) | Mr. Boudreau served as a Director until December 31, 2019, and stopped receiving compensation from the Fund and the Columbia Funds Complex as of such date. |
(b) | Mr. Gallagher became a Director effective January 1, 2020 and, as such, received no compensation from the Fund prior to such date. Prior to January 1, 2020, Mr. Gallagher has served as a trustee to certain open-end funds in the Columbia Funds Complex |
(c) | Mr. Santomero became a Director effective April 16, 2019 and, as such, received no compensation from the Fund prior to such date. Prior to April 16, 2019, Mr. Santomero has served as a trustee to certain open-end funds in the Columbia Funds Complex. |
Statement of Additional Information – May 1, 2020 | 94 |
Statement of Additional Information – May 1, 2020 | 95 |
Statement of Additional Information – May 1, 2020 | 96 |
Statement of Additional Information – May 1, 2020 | 97 |
Total Brokerage Commissions | |||
Fund | 2019 | 2018 | 2017 |
For Funds with fiscal period ending December 31 | |||
Tri-Continental Corporation | $560,412 | $606,016 | $770,900 |
Statement of Additional Information – May 1, 2020 | 98 |
Brokerage directed for research | ||
Fund | Amount of Transactions | Amount of Commissions Imputed or Paid |
For Funds with fiscal period ending December 31 | ||
Tri-Continental Corporation | $674,370,674 | $109,970 |
Fund | Issuer |
Value
of securities owned
at end of fiscal period |
For Funds with fiscal period ending December 31, 2019 | ||
Tri-Continental Corporation | Citigroup Capital XIII | $4,170,000 |
Citigroup, Inc. | $30,605,859 | |
Franklin Resources, Inc. | $5,505,162 | |
JPMorgan Chase & Co. | $11,152,000 | |
Morgan Stanley | $6,901,200 |
Statement of Additional Information – May 1, 2020 | 99 |
Statement of Additional Information – May 1, 2020 | 100 |
Statement of Additional Information – May 1, 2020 | 101 |
Statement of Additional Information – May 1, 2020 | 102 |
Statement of Additional Information – May 1, 2020 | 103 |
Statement of Additional Information – May 1, 2020 | 104 |
Statement of Additional Information – May 1, 2020 | 105 |
Statement of Additional Information – May 1, 2020 | 106 |
Statement of Additional Information – May 1, 2020 | 107 |
Statement of Additional Information – May 1, 2020 | 108 |
Statement of Additional Information – May 1, 2020 | 109 |
Statement of Additional Information – May 1, 2020 | 110 |
Fund | Shareholder Name and Address | Share Class |
Percentage
of Class |
Percentage
of Fund
(if greater than 25%) |
Tri-Continental Corporation |
CEDE
& CO
DEPOSITORY TRUST/CENTRAL DELIVERY 55 WATER STREET NEW YORK NY 10041-0099 |
Common
|
63.98% | N/A |
Preferred | 93.83% |
Statement of Additional Information – May 1, 2020 | 111 |
Statement of Additional Information – May 1, 2020 | 112 |
Statement of Additional Information – May 1, 2020 | 113 |
Statement of Additional Information – May 1, 2020 | 114 |
Statement of Additional Information – May 1, 2020 | A-1 |
Statement of Additional Information – May 1, 2020 | A-2 |
Statement of Additional Information – May 1, 2020 | A-3 |
Long-Term Rating | Short-Term Rating |
AAA | F1+ |
AA+ | F1+ |
AA | F1+ |
AA– | F1+ |
A+ | F1 or F1+ |
A | F1 or F1+ |
A– | F2 or F1 |
BBB+ | F2 or F1 |
BBB | F3 or F2 |
BBB– | F3 |
BB+ | B |
BB | B |
BB– | B |
B+ | B |
B | B |
B– | B |
CCC+ / CCC / CCC– | C |
CC | C |
C | C |
RD / D | RD / D |
Statement of Additional Information – May 1, 2020 | A-4 |
Statement of Additional Information – May 1, 2020 | A-5 |
■ | There is a missed interest payment, principal payment, or preferred dividend payment, as applicable, on a rated obligation which is unlikely to be recovered. |
■ | The rated entity files for protection from creditors, is placed into receivership, or is closed by regulators such that a missed payment is likely to result. |
■ | The rated entity seeks and completes a distressed exchange, where existing rated obligations are replaced by new obligations with a diminished economic value. |
Statement of Additional Information – May 1, 2020 | A-6 |
■ | There is a missed interest payment, principal payment, or preferred dividend payment, as applicable, on a rated obligation which is unlikely to be recovered. |
■ | The rated entity files for protection from creditors, is placed into receivership, or is closed by regulators such that a missed payment is likely to result. |
■ | The rated entity seeks and completes a distressed exchange, where existing rated obligations are replaced by new obligations with a diminished economic value. |
Statement of Additional Information – May 1, 2020 | A-7 |
Statement of Additional Information – May 1, 2020 | B-1 |
■ | effectively exercise their voting rights across the full range of business normally associated with general meetings of a company in line with market best practice (e.g. the election of individual directors, discharge authorities, capital authorities, auditor appointment, major or related party transactions etc). |
■ | place items on the agenda of general meetings, and to propose resolutions subject to reasonable limitations; |
■ | call a meeting of shareholders for the purpose of transacting the legitimate business of the company; and |
■ | Clear, consistent and effective reporting to shareholders is undertaken at regular intervals and that they remain aware of shareholder sentiment on major issues to do with the business, its strategy and performance. Where significant shareholder dissent is emerging or apparent (e.g. through the voting levels seen at General Meetings), boards should act to address that. |
■ | Boards should also allow a reasonable opportunity for the shareholders at a general meeting to ask questions about or make comments on the management of the company, and to ask the external auditor questions related to the audit. |
Statement of Additional Information – May 1, 2020 | B-2 |
Statement of Additional Information – May 1, 2020 | B-3 |
■ | subject to proper oversight by the board and regular review (e.g. audit, shareholder approval); |
■ | clearly justified and not be detrimental to the long-term interests of the company; |
■ | undertaken in the normal course of business; |
■ | undertaken on fully commercial terms; |
■ | In line with best practice; and |
■ | In the interests of all shareholders. |
Statement of Additional Information – May 1, 2020 | B-4 |
Statement of Additional Information – May 1, 2020 | B-5 |
1. | Clear, simple and understandable; |
2. | Balanced and proportionate, in respect of structure, deliverables, opportunity and the market; |
3. | Aligned with the long-term strategy, related key performance indicators and risk management discipline; |
4. | Linked robustly to the delivery of performance; |
5. | Delivering outcomes that reflect value creation and the shareholder ‘experience’; and |
6. | Structured to avoid pay for failure or the avoidance of accountability to shareholders. |
Statement of Additional Information – May 1, 2020 | B-6 |
Statement of Additional Information – May 1, 2020 | B-7 |
Exhibit
Number |
Exhibit Description |
Filed
Herewith or
Incorporated by Reference |
Information About the Filing that Includes the Document Incorporated by Reference | ||||
Registrant
that Made the Filing |
File
No.
of Such Registrant |
Type
of
Filing |
Exhibit
of
Document in that Filing |
Filing
Date |
|||
(a) | Amended and Restated Charter of the Registrant | Incorporated by Reference | Tri-Continental Corporation | 333-50295 | Registration Statement on Form N-2 | 2a | 4/16/1998 |
(b) | Amended and Restated By-laws of the Registrant | Incorporated by Reference | Tri-Continental Corporation | 333-104669 | Post-Effective Amendment #19 on Form N-2 | (b) | 3/14/2016 |
(c) | Not applicable | ||||||
(d)(1) | Specimen certificates of Common Stock | Incorporated by Reference | Tri-Continental Corporation | Registration Statement on Form N-2 | 3/6/1981 | ||
(d)(2) | Specimen certificates of $2.50 Cumulative Preferred Stock | Incorporated by Reference | Tri-Continental Corporation | Registration Statement on Form N-2 | 3/6/1981 | ||
(d)(3) | Specimen of Warrant of the Registrant | Incorporated by Reference | Tri-Continental Corporation | 333-104669 | Post-Effective Amendment #12 on Form N-2 | (d)(3) | 4/9/2013 |
(d)(4) | Form of Subscription Certificate Subscription Right for shares of Common Stock | Incorporated by Reference | Tri-Continental Corporation | Post-Effective Amendment on Form N-2 | 9/17/1992 | ||
(d)(5) | The Registrant’s Charter is the constituent instrument defining the rights of the $2.50 Cumulative Preferred Stock, par value $50, and the Common Stock of the Registrant | Incorporated by Reference | Tri-Continental Corporation | 333-50295 | Registration Statement on Form N-2 | 2a | 4/16/1998 |
(e) | Registrant’s Automatic Dividend Investment and Cash Purchase Plan is set forth in Registrant’s Prospectus which is filed as Part A of this Registration Statement | ||||||
(f) | Not applicable | ||||||
(g) | Management Agreement between the Registrant and Columbia Management Investment Advisers, LLC | Incorporated by Reference | Tri-Continental Corporation | 333-104669 | Post-Effective Amendment #20 on Form N-2 | (g) | 4/28/2016 |
(h) | Not Applicable | ||||||
(i) | Deferred Compensation Plan, adopted as of December 31, 2011 | Incorporated by Reference | Columbia Funds Series Trust II | 333-131683 | Post-Effective Amendment #52 on Form N-1A | (f) | 2/24/2012 |
Exhibit
Number |
Exhibit Description |
Filed
Herewith or
Incorporated by Reference |
Information About the Filing that Includes the Document Incorporated by Reference | ||||
Registrant
that Made the Filing |
File
No.
of Such Registrant |
Type
of
Filing |
Exhibit
of
Document in that Filing |
Filing
Date |
|||
(j) | Second Amended and Restated Master Global Custody Agreement the Registrant and JPMorgan Chase Bank, N.A. | Incorporated by Reference | Columbia Funds Series Trust | 333-89661 | Post-Effective Amendment #93 on Form N-1A | (g)(3) | 5/27/2011 |
(k)(1) | Stockholder Service Agent Agreement, dated March 1, 2016, between the Registrant and Columbia Management Investment Services, Corp. | Incorporated by Reference | Tri-Continental Corporation | 333-104669 | Post-Effective Amendment #19 on Form N-2 | (k)(2) | 3/14/2016 |
(k)(1)(i) | Schedule A, dated July 1, 2019, and Schedule B to the Stockholder Service Agent Agreement, dated March 1, 2016, between the Registrant and Columbia Management Investment Services, Corp. | Incorporated by Reference | Tri-Continental Corporation | 333-236947 | Registration Statement on Form N-2 | (k)(1)(i) | 3/6/2020 |
(k)(2) | Master InterFund Lending Agreement, dated May 1, 2018 | Incorporated by Reference | Columbia Funds Series Trust II | 333-131683 | Post-Effective Amendment #179 on Form N-1A | (h)(11) | 5/25/2018 |
(k)(2)(i) | Schedule A and Schedule B, effective July 1, 2019, to Master InterFund Lending Agreement, dated May 1, 2018 | Incorporated by Reference | Columbia Funds Series Trust | 333-89661 | Post-Effective Amendment #184 on Form N-1A | (h)(8)(i) | 7/29/2019 |
(l) | Opinion and Consent of Counsel | Incorporated by Reference | Tri-Continental Corporation | 333-236947 | Registration Statement on Form N-2 | (l) | 3/6/2020 |
(m) | Not Applicable | ||||||
(n) | Consent of Independent Registered Public Accounting Firm | Filed herewith | Tri-Continental Corporation | 333-236947 | Pre-Effective Amendment #1 on Form N-2 | (n) | 4/27/2020 |
(o) | Not Applicable | ||||||
(p) | Not Applicable | ||||||
(q)(1) | The Columbia Threadneedle Investments SIMPLE Individual Retirement Custodial Account Kit | Incorporated by Reference | Tri-Continental Corporation | 333-104669 | Post-Effective Amendment #25 on Form N-2 | (q)(7) | 4/27/2018 |
(q)(2) | The Columbia Threadneedle Investments Traditional Roth IRA Kit | Incorporated by Reference | Tri-Continental Corporation | 333-104669 | Post-Effective Amendment #25 on Form N-2 | (q)(8) | 4/27/2018 |
(q)(3) | Tri-Continental Corporation Authorization Form | Filed herewith | Tri-Continental Corporation | 333-236947 | Pre-Effective Amendment #1 on Form N-2 | (q)(3) | 4/27/2020 |
(q)(4) | Tri-Continental Corporation Address Change Form | Filed herewith | Tri-Continental Corporation | 333-236947 | Pre-Effective Amendment #1 on Form N-2 | (q)(4) | 4/27/2020 |
(q)(5) | Tri-Continental Corporation IRA Distribution Request Form | Filed herewith | Tri-Continental Corporation | 333-236947 | Pre-Effective Amendment #1 on Form N-2 | (q)(5) | 4/27/2020 |
(q)(6) | Tri-Continental Corporation Name Change Authorization Form | Filed herewith | Tri-Continental Corporation | 333-236947 | Pre-Effective Amendment #1 on Form N-2 | (q)(6) | 4/27/2020 |
(r)(1) | Code of Ethics adopted under Rule 17j-1 for Registrant, effective March 2019 | Incorporated by Reference | Columbia Funds Variable Series Trust II | 333-146374 | Post-Effective Amendment #68 on Form N-1A | (p)(1) | 4/26/2019 |
(r)(2) | Columbia Threadneedle Global Personal Account Dealing and Code of Ethics Policy, effective December 2019 | Incorporated by Reference | Columbia Funds Series Trust II | 333-131683 | Post-Effective Amendment #209 on Form N-1A | (p)(2) | 2/27/2020 |
Exhibit
Number |
Exhibit Description |
Filed
Herewith or
Incorporated by Reference |
Information About the Filing that Includes the Document Incorporated by Reference | ||||
Registrant
that Made the Filing |
File
No.
of Such Registrant |
Type
of
Filing |
Exhibit
of
Document in that Filing |
Filing
Date |
|||
(a)(1) | Directors Power of Attorney to sign Amendments to this Registration Statement, dated February 1, 2018 | Incorporated by Reference | Tri-Continental Corporation | 333-104669 | Post-Effective Amendment #25 on Form N-2 | (a)(1) | 3/19/2018 |
(a)(2) | Power of Attorney for Christopher O. Petersen, dated March 8, 2017 | Incorporated by Reference | Tri-Continental Corporation | 333-104669 | Post-Effective Amendment #21 on Form N-2 | (a)(2) | 3/8/2017 |
(a)(3) | Power of Attorney for Joseph Beranek, dated January 3, 2020 | Incorporated by Reference | Tri-Continental Corporation | 333-236947 | Registration Statement on Form N-2 | (a)(3) | 3/6/2020 |
(a)(4) | Director’s Power of Attorney for Anthony Santomero, dated April 16, 2019 | Incorporated by Reference | Tri-Continental Corporation | 333-104669 | Post-Effective Amendment #27 on Form N-2 | (a)(4) | 4/25/2019 |
(a)(5) | Director’s Power of Attorney for Brian Gallagher, dated February 14, 2020 | Incorporated by Reference | Tri-Continental Corporation | 333-236947 | Registration Statement on Form N-2 | (a)(5) | 3/6/2020 |
Registration fees | $3,534.98* |
NYSE listing fees | $1,400 |
Registrar fees | 0 |
Legal fees | $10,000 |
Accounting fees | 0 |
Miscellaneous (mailing, etc.) | 0 |
* | Of the amount shown above, $2,190.77 has been previously paid in connection with the filing of the Registrant’s prior registration statement on Form N-2 (File No. 333-104669), and $1,344.21 has been previously paid in connection with the filing of the Registrant’s prior registration statement on Form N-2 (File No. 333-236947). |
Title of Class | Number of Recordholers |
$2.50 Cumulative Preferred | 126 |
Common Stock | 10,888 |
Warrants | 72 |
■ | Registrant, 225 Franklin Street, Boston, MA, 02110 and 485 Lexington Avenue,12th Fl, New York, NY 10017; |
■ | Registrant’s investment adviser and administrator, Columbia Management Investment Advisers, LLC, 225 Franklin Street, Boston, MA 02110; |
■ | Registrant’s transfer agent, Columbia Management Investment Services Corp., 225 Franklin Street, Boston, MA 02110; |
■ | Registrant’s custodian, JPMorgan Chase Bank, N.A., 1 Chase Manhattan Plaza, New York, NY 10005; |
■ | Registrant’s sub-transfer, dividend-paying and stockholder services agent, Columbia Management Investment Services Corp., 225 Franklin Street, Boston, MA, 02110 and 10 Memorial Boulevard, 10th floor, Providence, RI, 02903; and |
■ | Ameriprise Financial Services, LLC, 707 Second Avenue South, Minneapolis, MN 55402. |
(1) | to include any prospectus required by Section 10(a)(3) of the 1933 Act; |
(2) | to reflect in the prospectus any facts or events after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and |
(3) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
TRI-CONTINENTAL CORPORATION | |
By: | /s/ Christopher O. Petersen |
Christopher
O. Petersen
President |
Signature | Capacity | Signature | Capacity |
/s/ Christopher O. Petersen |
President
(Principal Executive Officer) |
/s/ Pamela G. Carlton* | Director |
Christopher O. Petersen | Pamela G. Carlton | ||
/s/ Michael G. Clarke* |
Chief
Financial Officer,
Principal Financial Officer and Senior Vice President |
/s/ Patricia M. Flynn* | Director |
Michael G. Clarke | Patricia M. Flynn | ||
/s/ Joseph Beranek* |
Treasurer,
Chief
Accounting Officer (Principal Accounting Officer) and Principal Financial Officer |
/s/ Brian J. Gallagher* | Director |
Joseph Beranek | Brian J. Gallagher | ||
/s/ Catherine James Paglia* | Director and Chair of the Board | /s/ Anthony M. Santomero* | Director |
Catherine James Paglia | Anthony M. Santomero | ||
/s/ George S. Batejan* | Director | /s/ Minor M. Shaw* | Director |
George S. Batejan | Minor M. Shaw | ||
/s/ Kathleen A. Blatz* | Director | /s/ William F. Truscott* | Director |
Kathleen A. Blatz | William F. Truscott |
* | By: | /s/ Joseph D’Alessandro | |
Name:Joseph
D’Alessandro**
Attorney-in-fact |
|||
** | Executed by Joseph D’Alessandro on behalf of Joseph Beranek pursuant to a Power of Attorney, dated January 3, 2020, and incorporated by reference to Registration Statement No. 333-236947of the Registrant on Form N-2 (Exhibit (a)(3)), filed with the Commission on March 6, 2020, on behalf of Brian Gallagher pursuant to a Power of Attorney dated February 14, 2020, and incorporated by reference to Registration Statement No. 333-236947of the Registrant on Form N-2 (Exhibit (a)(5)), filed with the Commission on March 6, 2020, on behalf of Anthony Santomero pursuant to a Power of Attorney, dated April 16, 2019, and incorporated by reference to Post -Effective Amendment No. 27 to Registration Statement No. 333-104669 of the Registrant on Form N-2 (Exhibit (a)(4)), filed with the Commission on April 25, 2019 and on behalf of each of the other Directors pursuant to a Power of Attorney, dated February 1, 2018, and incorporated by reference to Post-Effective Amendment No. 23 to Registration Statement No. 333-104669 of the Registrant on Form N-2 (Exhibit (a)(1)), filed with the Commission on March 19, 2018. |
(n) | Consent of Independent Registered Public Accounting Firm |
(q)(3) | Tri-Continental Corporation Authorization Form |
(q)(4) | Tri-Continental Corporation Address Change Form |
(q)(5) | Tri-Continental Corporation IRA Distribution Request Form |
(q)(6) | Tri-Continental Corporation Name Change Authorization Form |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-2 of our report dated February 21, 2020, relating to the financial statements and financial highlights, which appear in the December 31, 2019 Annual Report to Stockholders of Tri-Continental Corporation. We also consent to the references to us under the headings "Financial Highlights" and "Independent Registered Public Accounting Firm" in such Registration Statement.
/s/PricewaterhouseCoopers LLP Minneapolis, Minnesota
April 24, 2020
Tri-Continental Corporation
Authorization Form
Automatic Dividend Investment Plan
∙Cash Purchase Plan
Cash Purchases
∙ Automatic Investment of non Tri-Continental Distributions ∙ Automated Clearing House Service
Part 1 |
Stockholder Information: (Please type or print.) |
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Systematic Withdrawal Plan
∙Change Distribution Payment Options
∙Change Cost Basis Election
∙Add / Change Bank Instructions
Part 2 |
Federal Tax Classification |
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Check appropriate box for Federal Tax Classification (Required); check only ONE of the following seven boxes:
Individual/Sole Proprietor or |
Partnership |
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single-member LLC |
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If you are only submitting this form for an account you hold in the U.S., you may leave this field blank.
Exemption from FATCA reporting code (if any)
For assistance completing this form, please contact a representative at 800.345.6611, option 3, Monday through Friday, 9:00 a .m. to 6:00 p.m. ET.
CT-FR/244612 N (07/19)
Page 1 of 6
Part 3 |
Automatic Dividend Investment Plan |
Distribution Payment Options:
I wish to have my quarterly distributions paid as follows:
Credited to my account in additional full and fractional shares.
Credited 75% to my account in shares and 25% paid to me in cash.
Credited 50% to my account in shares and 50% paid in cash. 100% paid to me in cash.
Part 4 |
Cash Purchase Plan |
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I wish to participate in the Tri-Continental Corporation Cash Purchase Plan and intend to send funds from time to time to be invested in shares of Tri-Continental Corporation Common Stock for my account:
Cash Purchases
Your checks should indicate your name and Tri-Continental Corporation account number. Make checks payable to the order of Tri- Continental Corporation and mailed to Tri-Continental Corporation, P.O. Box 219371, Kansas City, MO 64121-9371.
Automatic Investment of non Tri-Continental Distributions from other investments
I intend to give orders for the payment of cash dividends from other investments (including, but not limited to distributions paid by other corporations or entities) to be invested in shares of Tri-Continental Corporation Common Stock for my account. Note: Your checks should indicate your name and Tri-Continental Corporation account number. Make check payable to Tri- Continental Corporation and mail to Tri-Continental Corporation, P.O. Box 219371, Kansas City, MO 64121-9371.
Automated Clearing House Service
I intend to send funds via the Automated Clearing House (ACH) privilege at regular intervals for investment in shares of Tri- Continental Common Stock.
Check only one: Add option Update option Discontinue option
Automatic Investment Plans can only be established on the 5th of the month. If the 5th of the month does not fall on a Wednesday, the purchase will be held over until the next upcoming Wednesday's market close, and receive that day's trade date.
I (we) authorize Columbia Management Investment Services Corp. ("Service Agent") to initiate Automatic Clearing House (ACH) debits or to draw debt check against a designated financial account for the amount listed on the dates noted. I (we) understand that the financial institution indicated must be a member of the ACH Association. This authorization shall continue until terminated by me (us) in writing to Service Agent and will be effective within 30 days after receipt of notification. I (we) understand that this service is governed by the Fund's prospectus and the rules of the ACH Association, as amended from time to time. Complete this section as well as the bank information in Part 6.
Frequency: |
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Investments will be made |
Monthly |
Quarterly |
Beginning on the |
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day of the |
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month |
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Amount to be invested |
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Systematic Withdrawal Plan
This Plan is available if you wish to receive fixed payments from your investment in Tri-Continental Corporation's Common Stock in any amount at specified regular intervals. You may start a Systematic Withdrawal Plan if your shares of the Corporation's Common Stock have a market value of $5,000 or more. Shares must be on deposit in your account as book credits. Tri-Continental Corporation will act for you and make payments to you in specified amounts on either the 1st or 15th day of each month, as designated by you, and maintain your account. If the 1st or 15th falls on a weekend or holiday, the withdrawal will be made on the prior business day.
About the sale of Tri-Continental Corporation shares:
· Liquidations of Tri-Continental Common Stock are limited to a total of 12,500 shares per calendar quarter, subject to a maximum of 40,000 shares per calendar year, per account (including any related accounts, e.g., those under the same Social Security
Number or Taxpayer Identification Number or otherwise under common control).
∙ If you have outstanding stock certificates, you must send your stock certificates to the Service Agent (this is one of the requirements for your sell order to be considered received in "good form"). We recommend using registered mail when returning outstanding certificates for 2% of the current market value of the shares. The recommended insurance amount is based on the premium for a lost certificate bond in the event the certificate is lost in transit.
∙ If Day of Withdrawal is not indicated, withdrawals will be made on the 15th day of the month. A Medallion Signature Guarantee is required if:
You want your check made payable to someone other than yourself.
∙You want proceeds to be sent according to existing bank account instructions not coded for outgoing ACH or Federal Fund Wire (FFW), or to a bank account not on file.
For assistance completing this form, please contact a representative at 800.345.6611, option 3, Monday through Friday, 9:00 a .m. to 6:00 p.m. ET.
CT-FR/244612 N (07/19)
Page 2 of 6
Part 4 |
Cash Purchase Plan (continued) |
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Distributions will be made |
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Part 5 |
Cost Basis Accounting Method Election: (Check one) |
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Tri-Continental Corporation (the "Fund") will provide cost basis information to you and the IRS for shares of the Fund acquired on or after January 1, 2012.
Note: Cost basis does not apply to retirement accounts.
Please choose ONE cost basis accounting method from the list below by marking an X in the box of your chosen method. The cost basis accounting method you elect will be used for all new accounts established with this application.
This election will only apply to shares of the Fund acquired on or after January 1, 2012. If you have questions about which cost basis accounting method is best for you, please consult a tax advisor.
NOTE:
·Changes to or from the Average Cost method must be made in writing. Changes can also be made electronically at columbiathreadneedleus.com by registered users.
·IfCost.you do not specify a cost basis method, all liquidated shares of the Fund will be subject to the Fund's default method of Average
·If you elect to change from Average Cost to another method before selling any shares of the Fund, the method change will apply to covered shares currently owned and those that you acquire in the future.
·If you elect to change from Average Cost to another method after selling any shares of the Fund, the method change will apply only to shares acquired after the date we receive your written request.
·When liquidating shares, shares of the Fund acquired on or after January 1. 2012 will be depleted first, unless you are using the Specific Lot Identification (SLID) method. Please consult your broker dealer when using Specific Lot Identification method to liquidate shares.
ACST Average Cost A method for valuing the cost of shares in an account by averaging the cost of all transactions in the account. The basis for determining gain/loss is calculated by taking the cumulative dollar cost of the shares owned and dividing it by the number of shares in the account with certain adjustments.
FIFO |
First In, First Out A standing order to sell the oldest shares in the account first. |
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LIFO |
Last in, First Out A standing order to sell the newest shares in an account first. |
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HIFO |
High Cost, First Out A standing order to sell shares acquired at the highest cost first. |
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LOFO |
Low Cost, First Out A standing order to sell shares acquired at the lowest cost first. |
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LGUT |
Loss/Gain Utilization A standing order accounting method that evaluates losses and gains, and selects lots based |
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on the loss/gain in conjunction with the holding period. The Loss/Gain Utilization election method depletes lots with |
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losses before lots with gains. |
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For liquidated shares that yield a loss, short-term shares will be liquidated before long-term shares. |
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For liquidations that yield a gain, long-term shares will be liquidated before short-term shares. With favorable |
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· long-term capital gains rates, long-term gain shares are given priority over short-term gain shares. |
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· Shares may be used only once to calculate the cost basis. |
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SLID |
Specific Lot Identification (SLID) You designate which specific lots to sell at the time of each liquidation. You may |
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elect a secondary cost basis method to be used as an alternate in the event the lots selected are not available. The |
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secondary method you elect below will also be used for any automated transactions, however if no secondary method |
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is selected, First-In, First Out will be used. Please check one of the following: |
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First In, First Out |
Last In, First Out |
High Cost, First Out |
Low Cost, First Out |
Loss/Gain Utilization |
For assistance completing this form, please contact a representative at 800.345.6611, option 3, Monday through Friday, 9:00 a .m. to 6:00 p.m. ET.
CT-FR/244612 N (07/19)
Page 3 of 6
Bank Information
YourBank
ABA Routing |
Bank Account |
Check |
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Part 7 |
Medallion Signature Guarantee |
The signatures of all stockholders must be guaranteed by an eligible guarantor institution including, but not limited to, the following: banks, credit unions, savings associations, brokers or dealers, provided that the institution participates in the Securities Transfer Association Medallion Program (STAMP), the Stock Exchange Medallion Program (SEMP) or the New York Stock Exchange Medallion Signature Program (MSP). A Medallion Signature Guarantee helps assure that a signature is genuine and not a forgery. The institution providing the Medallion Signature Guarantee is financially liable for the transaction if the signature is a forgery. Notarization by a notary public is not an acceptable signature guarantee. The Fund reserves the right to reject a signature guarantee in accordance with its standards and procedures.
For assistance completing this form, please contact a representative at 800.345.6611, option 3, Monday through Friday, 9:00 a .m. to 6:00 p.m. ET.
CT-FR/244612 N (07/19)
Page 4 of 6
Part 8 Signature and Taxpayer Identification Number Certification
Under penalties of perjury, I certify that:
(1)The number shown on this form is my correct taxpayer identification number; and
(2)I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
(3)I am a U.S. citizen or other U.S. person (defined in the Form W-9 instructions, which are available upon request or at www.irs.gov); and
(4)The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certification Instructions: You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.
All registered stockholders or authorized individuals must sign below. If signing in capacity, you must be listed as an authorized individual on the account. If you are not listed as an authorized individual, a Medallion Signature Guarantee is required. Each person signing on behalf of an entity represents that his/her actions are authorized.
I certify to my legal capacity to purchase or sell shares of the Fund for my own account, or for the account of the organization named above. I have received and read the current Prospectus of the Fund and appoint Service Agent as my agent to act in accordance with my instructions herein. I agree that the Fund, the Service Agent and their respective affiliates, officers, directors, agents and employees will not be liable for any loss, liability, damage or expense, which may arise as a result of relying on this form or any instruction believed genuine.
For your account safety and security, please enter the information from Part 1 of this form below.
Stockholder or UGMA/UTMA Minor (First, Middle Initial, Last) |
Date of Birth (MM/DD/YYYY) Social Security Number |
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Co-Stockholder or UGMA/UTMA Custodian |
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Date of Birth (MM/DD/YYYY) Social Security Number |
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Name of Entity or Trust, if applicable |
Trust Date (MM/DD/YYYY), if applicable Taxpayer Identification Number |
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Street Address or APO/FPO |
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The Internal Revenue Service does not require your consent to any provision of the document other than the certification required to avoid back up withholding.
Signature of Stockholder or Authorized Individual
X
Capacity (if applicable) |
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Date (MM/DD/YYYY) |
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Signature of Co-Stockholder or Authorized Individual
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Capacity (if applicable) |
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Date (MM/DD/YYYY) |
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Medallion Signature Guarantee Stamp |
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Medallion Signature Guarantee Stamp |
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Guarantor, please do not affix the guarantee unless all of the information on this page has been completed.
For assistance completing this form, please contact a representative at 800.345.6611, option 3, Monday through Friday, 9:00 a .m. to 6:00 p.m. ET.
CT-FR/244612 N (07/19)
Page 5 of 6
Part 9 |
Return Instructions |
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Regular mail |
Tri-Continental Corporation |
Overnight mail Tri-Continental Corporation |
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P.O. Box 219371 |
c/o DST Asset Manager Solutions, Inc. |
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Kansas City, MO 64121-9371 |
430 W 7th Street, STE 219371 |
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Kansas City, MO 64105-1407 |
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Part 10 Terms and Conditions
The Automatic Dividend Investment Plan and Cash Purchase Plan provides holders of the Fund common stock (the "Common Stock") with four ways to add to their investments: 1) with Fund distributions under the Automatic Dividend Investment Plan, and under the Cash Purchase Plan: 2) with cash dividends from other investments 3) with cash payments, and 4) with electronic funds transferred via the Automated Clearing House (ACH), (each, a "Service"). A Fund stockholder holding their account directly with the Service Agent completing this form by selecting participation in the Automatic Dividend Investment Plan and the Cash Purchase Plan (collectively, Planholders) may use any or all of these services, subject to the following terms and conditions.
1.The Service Agent will maintain accounts and confirm to Planholders, as soon as practicable after each investment, the number of shares of Common Stock shares for Planholders. All checks for dividends payable by other corporations or for cash purchase payments sent by Planholders for investment in additional shares of Common Stock should be drawn to the order of Tri- Continental Corporation and mailed to Tri-Continental Corporation, P.O. Box 219371, Kansas City, MO 64121-9371.
2.Funds received by the Fund for a Planholder will be combined with funds of other Planholders for the purchase of Common Stock in order to minimize brokerage commissions on shares purchased. Shares will be purchased in accordance with the current Prospectus. Dividends from other corporations and purchase cash received from Planholders or through the Automated Clearing House Service will be invested at least once each 30 days.
3.Shares will be issued under the Cash Purchase Plan in accordance with the current Prospectus, as amended from time to time.
4.No stock certificates will be delivered for shares acquired unless the Plan account is terminated or the Planholder requests their delivery by written or telephone request to the Service Agent. The shares acquired will be held in each Planholder's account as book credits.
5.Certificates held by Planholder, or subsequently received, may be sent to the Service Agent for credit to a Plan account. A certificate for any full shares held in a Plan account will be issued at a Planholder's request. The time required to obtain a certificate to sell through a broker, or for other purposes, will be that needed to send a written or telephone request to the Service Agent to withdraw the certificate (normally two business days) and to mail the certificate to the Planholder through the U.S. Postal Service.
6.A service charge of $2.00 will be deducted before each investment is made for a Plan account. There is no charge for Automatic Dividend Investment.
7.A Planholder or the Service Agent may terminate a Plan account at any time upon notice in writing before the record date of a distribution by the Fund. A Plan account will terminate automatically if the Planholder sells or transfers all of the shares in the Plan account. If a Plan account is terminated, a certificate for the full shares held may be issued and sent to the Planholder, and any fractional shares may be liquidated at the Planholders request. Terminated Planholders may elect to have all of part of their shares sold by the Fund, if their shares are held in book credit form. If a Plan account is terminated between the record and payment dates of a distribution, the distribution payment will be made in cash.
8.In acting under this Plan, the Fund and the Service Agent will be liable only for willful misfeasance or gross negligence.
For assistance completing this form, please contact a representative at 800.345.6611, option 3, Monday through Friday, 9:00 a .m. to 6:00 p.m. ET.
Columbia Threadneedle Investments (Columbia Threaadneedle) is the global brand name of the Columbia and Threadneedle group of companies. Columbia Management Investment Services Corp. is the Service Agent for Tri-Continental Corporation.
© 2019 Columbia Management Investment Advisers, LLC. All rights reserved. |
2601681 (07/19) |
CT-FR/244612 N (07/19) |
Page 6 of 6
Tri-Continental Corporation
Address Change Form
Please complete this form to change the address on your Tri-Continental Corporation account. All stockholders must sign this form. Please note, any request to sell shares and have the proceeds sent via check to the new address of record within 30 days of an address change, must come in writing and all stockholders must have their signature Medallion Signature Guaranteed.
Part 1 |
Account Information |
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Warrants
Part 2 |
New Address Information |
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Street Address or APO/FPO |
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Mobile Phone Number |
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Home Phone Number |
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Part 3 |
Authorization to Change Address |
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Part 4 |
Return Instructions |
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Regular mail |
Tri-Continental Corporation |
Overnight mail Tri-Continental Corporation |
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P.O. Box 219371 |
c/o DST Asset Manager Solutions, Inc. |
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Kansas City, MO 64121-9371 |
430 W 7th Street, STE 219371 |
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Kansas City, MO 64105-1407 |
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For assistance completing this form, please contact a representative at 800.345.6611, option 3, Monday through Friday, 9:00 a.m. to 6:00 p.m. ET. Columbia Threadneedle Investments (Columbia Threadneedle) is the global brand name of the Columbia and Threadneedle group of companies. Columbia Management Investment Services Corp. is the Service Agent for Tri-Continental Corporation.
© 2019 Columbia Management Investment Advisers, LLC. All rights reserved.
Tri-Continental Corporation
IRA Distribution Request Form
Use this form when requesting a distribution from an Individual Retirement Account (IRA).
For questions about tax implications, you may wish to consult with a financial advisor or tax advisor about any applicable taxes and/or penalties. Tax implications vary based on the type of distribution. Distribution rules for an Inherited IRA are based on several factors. We encourage you to review the Individual Retirement Account Custodial Agreement for beneficiary provisions.
Part 1 |
Depositor Information: (Please type or print.) |
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Please check if you are changing your address of record. A Medallion Signature Guarantee is required.
Part 2 |
IRA Account Registration: (Please choose only one.) |
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Part 3 |
Type Of Distribution: (Please choose only one.) |
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Part 4 |
Federal and State Income Tax Withholding: (Choose A or B below.) |
Please make your election below. Elections pertaining to the Systematic Withdrawal Plan, in the section for Distribution Options, may be revoked at any time. All other elections will be for this one-time use. Please note, if no federal election is made, 10% of your distribution will be withheld for federal income taxes (applicable state taxes may also apply).
For assistance completing this form, please contact a representative at 800.345.6611 option 3, Monday through Friday, 9:00 a.m. to 6:00 p.m. Eastern time.
CT-FR/113352 B (11/18)
Page 1 of 6
Part 5 Payment Instructions: (Please choose one election in either section A or B and complete section C if applicable.)
A. Stockholder or Authorized Individual Election:
1. Make the check payable to me and mail to the address of record.
2. Make check payable to and mail as indicated below in section C. Payee Information A Medallion Signature Guarantee is required.
3. Deposit directly to my bank account via Automated Clearing House (ACH). No fee is deducted from the mutual fund account.
a. Into my existing bank instructions on file. No Medallion Signature Guarantee is required.
b. Into new bank instructions. Complete Part 7 Bank Information. A Medallion Signature Guarantee is required.
4. Deposit directly to my bank account via Fedwire (must be $500.00 or greater). A fee of $7.50 will be deducted from the mutual fund account (additional bank fees may apply).
a. Into my existing bank instructions on file. No Medallion Signature Guarantee is required.
b. Into new bank instructions. Complete Part 7 Bank Information. A Medallion Signature Guarantee is required.
5. Invest my distribution into the non-IRA account referenced below: |
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a. Existing Tri-Continental Corporation non-IRA. Fund number |
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Account number |
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b. Existing Columbia Threadneedle Investments non-IRA. Fund number |
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Account number |
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c. New Columbia Threadneedle Investments non-IRA. (Please attach a new account application.)
6. Transfer my shares to the Tri-Continental Corporation IRA account referenced below. (Due to divorce only.):
A Medallion Signature Guarantee is required. Please include a copy of the final Divorce Decree. The language within the final
Divorce Decree must specifically state how the Tri-Continental Corporation IRA account(s) are to be distributed. Please reference the dollar amount, percentage or number shares of each account under the section for Distribution Options.
a. Existing Tri-Continental Corporation IRA. Fund number |
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Account number |
b. New Tri-Continental Corporation IRA. (Former spouse must complete and attach an IRA application.)
B.Estate or Beneficiary Election: (Complete this section and section C. Payee Information, if you are acting as the Executor or Beneficiary. If you are acting as the Executor, a Signature Guarantee is required. If you are acting as the Beneficiary, a MSG or Signature Guarantee is required. A certified copy of the death certificate is required for the stockholder.)
1. Lump sum distribution. Please choose a payment option below:
a. Make check payable to and mail as indicated below in section C. Payee Information.
b. Direct deposit by ACH to the bank account listed in section C. Payee Information. No fee is deducted from the mutual fund account.
c. Direct deposit by Fedwire (must be $500.00 or greater) to the bank account listed in section C. Payee Information. A fee of $7.50 will be deducted from the mutual fund account (additional bank fees may apply).
2. Transfer the entire value to the spousal IRA account referenced below. (For spousal beneficiaries only.):
a. Existing Tri-Continental Corporation IRA. Fund number |
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Account number |
b. New Tri-Continental Corporation IRA. (Please attach an IRA application.)
3. Transfer the inherited portion to the IRA account referenced below:
a. Existing Tri-Continental Corporation Inherited IRA. Fund number |
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Account number |
b. New Tri-Continental Corporation Inherited IRA. (Please attach an IRA application.)
c. New Columbia Threadneedle Investments non-IRA. (Please attach a new account application.)
C. Payee Information: (Tax Identification Number and Date of Birth required for death distributions.)
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Beneficiary or Estate |
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Beneficiary |
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Payee or Beneficiary Name (First, Middle Initial, Last) |
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Tax Identification Number |
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Date of Birth (MM/DD/YYYY) |
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Street Address |
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Zip Code |
Daytime Phone Number |
Relationship to IRA Stockholder |
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Date of Death for IRA Stockholder (MM/DD/YYYY) |
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Bank Account Information (If applicable) |
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Name of Bank |
Bank ABA Routing Number |
Bank Account Number |
Federal law requires us to obtain certain information from you, which we may use to verify your identity. If we are unable to verify this information, we reserve the right to close or limit your account.
For assistance completing this form, please contact a representative at 800.345.6611 option 3, Monday through Friday, 9:00 a.m. to 6:00 p.m. Eastern time.
Page 2 of 6
Part 6 |
Distribution Options: (Complete section A and/or B.) |
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About the sale of Tri-Continental Corporation shares:
If you have outstanding stock certificates, you must send your stock certificates to the Service Agent (this is one of the requirements for your sell order to be considered received in "good form"). We recommend using registered mail when returning outstanding certificates for 2% of the current market value of the shares. The recommended insurance amount is based on the premium for a lost certificate bond in the event the certificate is lost in transit.
Distributions for Tri-continental are generally priced one time per week, typically each Wednesday. A sell order received in "good form" on a Thursday will not be processed (and your shares not sold) until the following Wednesday, provided that the New York Stock Exchange is open for business on such day.
I authorize Tri-Continental Corporation or its Service Agent to liquidate the amount indicated from the account number(s) listed below.
A. One-time Full or Partial Distribution:
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Dollar Amount |
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B.Recurring Distribution (Complete section 1 and/or 2.)
Fund Selection |
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Fund Number |
Account Number |
1. Systematic Withdrawal Plan (Check only one.) |
Add option |
Update the existing option |
Discontinue the existing option |
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a. Begin distributions in |
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b. Select frequency of periodic distributions (does not apply to cash dividends and capital gains.)
Note: Distributions will be processed on the 1st or 15th day of the month(s), regardless of whether or not the 1st or 15th falls on a Wednesday. If the selected date falls on a weekend or holiday, the transaction will be processed on the previous business date. Please specify the day you prefer. If no date is specified, your payment will default to the 15th
Life expectancy (will apply to all accounts)
Required minimum distribution based on the uniform lifetime table in IRS regulations
Required minimum distribution based upon stockholder and beneficiary's joint life expectancy (In order to use this method, your spouse must be your sole primary beneficiary and more than 10 years younger than you.)
Life expectancy payments based on the single life expectancy table for beneficiaries in IRS regulations.
2.Distribution Payment Options (Penalties and taxes may apply if you are under the age of 59½. You may wish to consult with a tax advisor.)
a. Credited 75% to my account in shares and 25% paid to me in cash. b. Credited 50% to my account in shares and 50% paid in cash.
c.100% paid to me in cash. Indicate payment method:
a.Check to Address of Record
b.Direct Deposit to Bank by ACH (Complete the section for Bank Information)
For assistance completing this form, please contact a representative at 800.345.6611 option 3, Monday through Friday, 9:00 a.m. to 6:00 p.m. Eastern time.
CT-FR/113352 B (11/18)
Page 3 of 6
Note: If you choose to close your account, you will be subject to the $20 termination fee at that time. This fee is not prorated for periods of less than one full year.
For assistance completing this form, please contact a representative at 800.345.6611 option 3, Monday through Friday, 9:00 a.m. to 6:00 p.m. Eastern time.
CT-FR/113352 B (11/18)
Page 4 of 6
Part 7 Bank Information
ABA Routing |
Bank Account |
Number |
Number |
Check number
For assistance completing this form, please contact a representative at 800.345.6611 option 3, Monday through Friday, 9:00 a.m. to 6:00 p.m. Eastern time.
CT-FR/113352 B (11/18)
Page 5 of 6
Part 8 |
Signature and Taxpayer Identification Number Certification |
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Affix Medallion Signature Guarantee stamp here.
Guarantor, please do not affix the guarantee unless all of the
information on this page has been complete.
The Service Agent may require a Medallion Signature Guarantee (MSG) or Signature Guarantee stamp for your signature in order to process certain transactions. A MSG or Signature Guarantee stamp may be executed by any eligible institution, including, but not limited to, the following: brokers or dealers, banks, credit unions, and savings associations. A MSG or Signature Guarantee helps assure that a signature is genuine and not a forgery. Notarization by a notary public is not an acceptable signature guarantee. The Service Agent reserves the right to reject a signature guarantee and to request additional documentation for any transaction. You may refer to the Fund's prospectus for more information.
For assistance completing this form, please contact a representative at 800.345.6611 option 3, Monday through Friday, 9:00 a.m. to 6:00 p.m. Eastern time.
CT-FR/113352 B (11/18)
Page 6 of 6
Part 9 |
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Return Instructions |
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Regular mail |
Tri-Continental Corporation |
Overnight mail Tri-Continental Corporation |
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PO Box 219371 |
c/o DST Asset Manager Solutions, Inc. |
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Kansas City, MO 64121-9371 |
430 W 7th Street, STE 219371 |
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Kansas City, MO 64105-1407 |
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For assistance completing this form, please contact a representative at 800.345.6611 option 3, Monday through Friday, 9:00 a. m. to 6:00 p.m. Eastern time.
Columbia Threadneedle Investments (Columbia Threadneedle) is the global brand name of the Columbia and Threadneedle group of companies. Columbia Management Investment Services Corp. is the Service Agent for Tri-Continental Corporation.
© 2018 Columbia Management Investment Advisers, LLC. All rights reserved. |
2196943 (11/18) |
CT-FR/113352 B (11/18) |
Page 6 of 6
Tri-Continental Corporation
Name Change Authorization Form
Please complete this form to update a name on your account. For example, submit this form if your name has changed as a result of marriage or divorce. Please note: This form may not be submitted to change an account registration in any way other than altering a stockholder's name (generally resulting from marriage, divorce, etc.).
Part 1 |
Stockholder Information |
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Part 2 |
Account Information |
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Part 3 Name Change Instructions
Part 4 |
Certificates |
Please return this form with any outstanding certificates. We suggest certificates be returned unsigned by registered or certified mail to Tri-Continental Corporation at one of the addresses in Part 6 below. If you have a certificate but cannot find it, please call a representative at 800.345.6611, option 3, Monday through Friday from 9:00 a.m. to 6:00 p.m. ET.
For assistance completing this form, please contact a representative at 800.345.6611, option 3, Monday through Friday, 9:00 a.m. to 6:00 p.m. ET.
CT-FR/111503 F (11/18)
Page 1 of 2
Part 5 |
Signature & Certification |
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Part 6 |
Return Instructions |
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For assistance completing this form, please contact a representative at 800.345.6611, option 3, Monday through Friday, 9:00 a .m. to 6:00 p.m. ET.
Columbia Threadneedle Investments (Columbia Threadneedle) is the global brand name for the Columbia Threadneedle group of companies. Columbia Management Investment Services Corp. is the Service Agent for Tri-Continental Corporation.
© 2018 Columbia Management Investment Advisers, LLC. All rights reserved.
Page 2 of 2