UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-00266
Tri-Continental Corporation
(Exact name of registrant as specified in charter)
225 Franklin Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip code)
Scott R. Plummer
5228 Ameriprise Financial Center
Minneapolis, MN 55474
(Name and address of agent for service)
Registrants telephone number, including area code: (800) 345-6611
Date of fiscal year end: December 31
Date of reporting period: June 30, 2015
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (OMB) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. | Reports to Stockholders. |
SEMIANNUAL REPORT
June 30, 2015
TRI-CONTINENTAL CORPORATION
TRI-CONTINENTAL CORPORATION |
LETTER TO STOCKHOLDERS
Dear Stockholders,
We are pleased to present the semiannual stockholder report for Tri-Continental Corporation (the Fund). The report includes the Funds investment results, a portfolio of investments and financial statements as of June 30, 2015.
The Funds Common Stock gained 2.42%, based on net asset value, and 0.83%, based on market price, for the six months ended June 30, 2015. During the same six-month period, the S&P 500 Index returned 1.23% and the Funds Blended Index returned 1.21%.
During the first half of 2015, the Fund paid two distributions, in accordance with its earned distribution policy, that aggregated to $0.4060 per share of Common Stock of the Fund. Distributions are based upon amounts distributed by underlying portfolio companies owned by the Fund. The Fund has paid dividends on its common stock for 71 consecutive years.
On April 13, 2015, the Fund held its 85th Annual Meeting of Stockholders in Minneapolis, MN. During the meeting, Stockholders elected one Director, re-elected three Directors and ratified the selection of PricewaterhouseCoopers LLP (PricewaterhouseCoopers) as the Funds independent registered public accounting firm for 2015. Stockholders voted against a Stockholder proposal for a self-tender offer for the outstanding shares of the Funds Common Stock, a conversion of the Fund to an ETF or open-end fund or to liquidate. The results of the proposals voted on can be found on page 33 of this report.
Information about the Fund, including daily pricing, current performance, Fund holdings, stockholder reports, the most current prospectus for the Fund, distributions and other information can be found at columbiathreadneedle.com/us under the Closed-End Funds tab.
On behalf of the Board, we would like to thank you for your continued support of Tri-Continental Corporation.
Regards,
William P. Carmichael
Chairman of the Board
Semiannual | Report 2015 |
TRI-CONTINENTAL CORPORATION |
Semiannual Report 2015
TRI-CONTINENTAL CORPORATION |
(Unaudited)
Performance Summary
n | Tri-Continental Corporation (the Fund) Common Stock gained 2.42%, based on net asset value, and 0.83%, based on market price, for the six months ended June 30, 2015. |
n | During the same six-month period, the S&P 500 Index returned 1.23%, and the Funds Blended Index (described below) returned 1.21%. |
Average Annual Total Returns (%) (for period ended June 30, 2015) |
| |||||||||||||||||
Inception | 6 Months Cumulative |
1 Year | 5 Years | 10 Years | ||||||||||||||
Market Price |
01/05/29 | 0.83 | 4.82 | 18.03 | 6.44 | |||||||||||||
Net Asset Value |
01/05/29 | 2.42 | 5.87 | 17.69 | 6.22 | |||||||||||||
S&P 500 Index |
1.23 | 7.42 | 17.34 | 7.89 | ||||||||||||||
Blended Index |
1.21 | 4.95 | 14.55 | 7.64 |
The performance information shown represents past performance and is not a guarantee of future results. The investment return and principal value of your investment will fluctuate so that your shares, when sold, may be worth more or less than their original cost. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by visiting columbiathreadneedle.com/us.
Returns reflect changes in market price or net asset value, as applicable, and assume reinvestment of distributions. Returns do not reflect the deduction of taxes that investors may pay on distributions or the sale of shares.
The S&P 500 Index, an unmanaged index, measures the performance of 500 widely held, large-capitalization U.S. stocks and is frequently used as a general measure of market performance.
The Blended Index, a weighted custom composite established by the Investment Manager, consists of a 50% weighting in the S&P 500 Index, a 16.68% weighting in the Russell 1000 Value Index, a 16.66% weighting in the Barclays U.S. Corporate Investment Grade & High Yield Index and a 16.66% weighting in the Barclays U.S. Convertible Composite Index.
Indices are not available for investment, are not professionally managed and do not reflect sales charges, fees, brokerage commissions, taxes or other expenses of investing. Securities in the Fund may not match those in an index.
Price Per Share |
||||||||||
June 30, 2015 | March 31, 2015 | December 31, 2014 | ||||||||
Market Price ($) |
21.19 | 21.69 | 21.41 | |||||||
Net Asset Value ($) |
24.89 | 25.12 | 24.76 |
Distributions Paid Per Common Share(a) | ||
Payable Date |
Per share amount ($) | |
March 24, 2015 |
0.2050 | |
June 23, 2015 |
0.2010 |
(a) | Preferred Stockholders were paid dividends totaling $2.50 per share. |
The net asset value of the Funds shares may not always correspond to the market price of such shares. Common stock of many closed-end funds frequently trade at a discount from their net asset value. The Fund is subject to stock market risk, which is the risk that stock prices overall will decline over short or long periods, adversely affecting the value of an investment in the Fund.
2 | Semiannual Report 2015 |
TRI-CONTINENTAL CORPORATION |
(Unaudited)
Semiannual Report 2015 | 3 |
TRI-CONTINENTAL CORPORATION |
June 30, 2015 (Unaudited)
(Percentages represent value of investments compared to net assets)
The accompanying Notes to Financial Statements are an integral part of this statement.
4 | Semiannual Report 2015 |
TRI-CONTINENTAL CORPORATION |
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2015 (Unaudited)
The accompanying Notes to Financial Statements are an integral part of this statement.
Semiannual Report 2015 | 5 |
TRI-CONTINENTAL CORPORATION |
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2015 (Unaudited)
The accompanying Notes to Financial Statements are an integral part of this statement.
6 | Semiannual Report 2015 |
TRI-CONTINENTAL CORPORATION |
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2015 (Unaudited)
The accompanying Notes to Financial Statements are an integral part of this statement.
Semiannual Report 2015 | 7 |
TRI-CONTINENTAL CORPORATION |
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2015 (Unaudited)
The accompanying Notes to Financial Statements are an integral part of this statement.
8 | Semiannual Report 2015 |
TRI-CONTINENTAL CORPORATION |
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2015 (Unaudited)
The accompanying Notes to Financial Statements are an integral part of this statement.
Semiannual Report 2015 | 9 |
TRI-CONTINENTAL CORPORATION |
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2015 (Unaudited)
At June 30, 2015, securities totaling $463,056 were pledged as collateral.
Investments in Derivatives
Futures Contracts Outstanding at June 30, 2015
Long Futures Contracts Outstanding
Contract Description | Number of Contracts |
Trading Currency |
Notional Market Value ($) |
Expiration Date | Unrealized Appreciation ($) |
Unrealized Depreciation ($) |
||||||||||||||||||
S&P 500 FUTURE |
12 | USD | 6,163,200 | 09/2015 | | (139,662 | ) |
Notes to Portfolio of Investments
(a) | This security or a portion of this security has been pledged as collateral in connection with derivative contracts. |
(b) | Non-income producing investment. |
(c) | Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. This security may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2015, the value of these securities amounted to $163,237,436 or 10.65% of net assets. |
(d) | Variable rate security. |
(e) | Represents securities that have defaulted on payment of interest. The Fund has stopped accruing interest on these securities. At June 30, 2015, the value of these securities amounted to $11,000, which represents less than 0.01% of net assets. |
(f) | The rate shown is the seven-day current annualized yield at June 30, 2015. |
(g) | As defined in the Investment Company Act of 1940, an affiliated company is one in which the Fund owns 5% or more of the companys outstanding voting securities, or a company which is under common ownership or control with the Fund. Holdings and transactions in these affiliated companies during the period ended June 30, 2015 are as follows: |
Issuer | Beginning Cost ($) |
Purchase Cost ($) |
Proceeds From Sales ($) |
Ending Cost ($) |
Dividends Affiliated Issuers ($) |
Value ($) | ||||||||||||||||||
Columbia Short-Term Cash Fund |
6,039,186 | 42,858,918 | (42,181,967 | ) | 6,716,137 | 2,225 | 6,716,137 |
Abbreviation Legend
ADR | American Depositary Receipt | |
PIK | Payment-in-Kind |
Currency Legend
USD | US Dollar |
The accompanying Notes to Financial Statements are an integral part of this statement.
10 | Semiannual Report 2015 |
TRI-CONTINENTAL CORPORATION |
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2015 (Unaudited)
Fair Value Measurements
The Fund categorizes its fair value measurements according to a three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs by prioritizing that the most observable input be used when available. Observable inputs are those that market participants would use in pricing an investment based on market data obtained from sources independent of the reporting entity. Unobservable inputs are those that reflect the Funds assumptions about the information market participants would use in pricing an investment. An investments level within the fair value hierarchy is based on the lowest level of any input that is deemed significant to the assets or liabilitys fair value measurement. The input levels are not necessarily an indication of the risk or liquidity associated with investments at that level. For example, certain U.S. government securities are generally high quality and liquid, however, they are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market.
Fair value inputs are summarized in the three broad levels listed below:
n | Level 1 Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments. |
n | Level 2 Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.). |
n | Level 3 Valuations based on significant unobservable inputs (including the Funds own assumptions and judgment in determining the fair value of investments). |
Inputs that are used in determining fair value of an investment may include price information, credit data, volatility statistics, and other factors. These inputs can be either observable or unobservable. The availability of observable inputs can vary between investments, and is affected by various factors such as the type of investment, and the volume and level of activity for that investment or similar investments in the marketplace. The inputs will be considered by the Investment Manager, along with any other relevant factors in the calculation of an investments fair value. The Fund uses prices and inputs that are current as of the measurement date, which may include periods of market dislocations. During these periods, the availability of prices and inputs may be reduced for many investments. This condition could cause an investment to be reclassified between the various levels within the hierarchy.
Foreign equity securities actively traded in markets where there is a significant delay in the local close relative to the New York Stock Exchange (NYSE) are classified as Level 2. The values of these securities may include an adjustment to reflect the impact of significant market movements following the close of local trading, as described in Note 2 to the financial statements Security Valuation.
Investments falling into the Level 3 category are primarily supported by quoted prices from brokers and dealers participating in the market for those investments. However, these may be classified as Level 3 investments due to lack of market transparency and corroboration to support these quoted prices. Additionally, valuation models may be used as the pricing source for any remaining investments classified as Level 3. These models may rely on one or more significant unobservable inputs and/or significant assumptions by the Investment Manager. Inputs used in valuations may include, but are not limited to, financial statement analysis, capital account balances, discount rates and estimated cash flows, and comparable company data.
Under the direction of the Funds Board of Directors (the Board), the Investment Managers Valuation Committee (the Committee) is responsible for overseeing the valuation procedures approved by the Board. The Committee consists of voting and non-voting members from various groups within the Investment Managers organization, including operations and accounting, trading and investments, compliance, risk management and legal.
The Committee meets at least monthly to review and approve valuation matters, which may include a description of specific valuation determinations, data regarding pricing information received from approved pricing vendors and brokers and the results of Board-approved valuation control policies and procedures (the Policies). The Policies address, among other things, instances when market quotations are or are not readily available, including recommendations of third party pricing vendors and a determination of appropriate pricing methodologies; events that require specific valuation determinations and assessment of fair value techniques; securities with a potential for stale pricing, including those that are illiquid, restricted, or in default; and the effectiveness of third party pricing vendors, including periodic reviews of vendors. The Committee meets more frequently, as needed, to discuss additional valuation matters, which may include the need to review back-testing results, review time-sensitive information or approve related valuation actions. The Committee reports to the Board, with members of the Committee meeting with the Board at each of its regularly scheduled meetings to discuss valuation matters and actions during the period, similar to those described earlier.
For investments categorized as Level 3, the Committee monitors information similar to that described above, which may include: (i) data specific to the issuer or comparable issuers, (ii) general market or specific sector news and (iii) quoted prices and specific or similar security transactions. The Committee considers this data and any changes from prior periods in order to assess the reasonableness of observable and unobservable inputs, any assumptions or internal models used to value those securities and changes in fair value. This data is also used to corroborate, when available, information received from approved pricing vendors and brokers. Various factors impact the frequency of monitoring this information (which may occur as often as daily). However, the Committee may determine that changes to inputs, assumptions and models are not required as a result of the monitoring procedures performed.
The accompanying Notes to Financial Statements are an integral part of this statement.
Semiannual Report 2015 | 11 |
TRI-CONTINENTAL CORPORATION |
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2015 (Unaudited)
Fair Value Measurements (continued)
The following table is a summary of the inputs used to value the Funds investments at June 30, 2015:
Level 1 Quoted Prices in Active |
Level 2 Other Significant Observable Inputs ($) |
Level 3 Significant Unobservable Inputs ($) |
Total ($) | |||||||||||||
Investments |
||||||||||||||||
Common Stocks |
||||||||||||||||
Consumer Discretionary |
115,496,899 | | | 115,496,899 | ||||||||||||
Consumer Staples |
90,519,952 | | | 90,519,952 | ||||||||||||
Energy |
79,800,269 | | | 79,800,269 | ||||||||||||
Financials |
165,587,290 | | | 165,587,290 | ||||||||||||
Health Care |
140,851,736 | | | 140,851,736 | ||||||||||||
Industrials |
96,159,961 | | | 96,159,961 | ||||||||||||
Information Technology |
198,571,794 | | | 198,571,794 | ||||||||||||
Materials |
36,066,824 | 173,020 | | 36,239,844 | ||||||||||||
Telecommunication Services |
29,402,547 | | | 29,402,547 | ||||||||||||
Utilities |
45,698,018 | | | 45,698,018 | ||||||||||||
Total Common Stocks |
998,155,290 | 173,020 | | 998,328,310 | ||||||||||||
Convertible Preferred Stocks |
||||||||||||||||
Consumer Discretionary |
7,569,000 | | | 7,569,000 | ||||||||||||
Consumer Staples |
8,499,150 | 12,038,023 | | 20,537,173 | ||||||||||||
Energy |
| 21,099,133 | | 21,099,133 | ||||||||||||
Financials |
31,449,800 | 23,916,214 | | 55,366,014 | ||||||||||||
Health Care |
4,035,456 | 12,512,760 | | 16,548,216 | ||||||||||||
Materials |
6,720,100 | 4,091,763 | | 10,811,863 | ||||||||||||
Telecommunication Services |
3,712,500 | 8,497,632 | | 12,210,132 | ||||||||||||
Utilities |
| 8,021,250 | | 8,021,250 | ||||||||||||
Total Convertible Preferred Stocks |
61,986,006 | 90,176,775 | | 152,162,781 | ||||||||||||
Limited Partnerships |
||||||||||||||||
Energy |
1,989,900 | | | 1,989,900 | ||||||||||||
Utilities |
3,668,140 | | | 3,668,140 | ||||||||||||
Industrials |
6,244,643 | | | 6,244,643 | ||||||||||||
Total Limited Partnerships |
11,902,683 | | | 11,902,683 | ||||||||||||
Corporate Bonds & Notes |
| 185,041,589 | | 185,041,589 | ||||||||||||
Convertible Bonds |
| 150,454,097 | | 150,454,097 | ||||||||||||
Preferred Debt |
12,216,850 | | | 12,216,850 | ||||||||||||
Money Market Funds |
11,220,256 | | | 11,220,256 | ||||||||||||
Total Investments |
1,095,481,085 | 425,845,481 | | 1,521,326,566 | ||||||||||||
Derivatives |
||||||||||||||||
Liabilities |
||||||||||||||||
Futures Contracts |
(139,662 | ) | | | (139,662 | ) | ||||||||||
Total |
1,095,341,423 | 425,845,481 | | 1,521,186,904 | ||||||||||||
See the Portfolio of Investments for all investment classifications not indicated in the table.
The Funds assets assigned to the Level 2 input category are generally valued using the market approach, in which a securitys value is determined through reference to prices and information from market transactions for similar or identical assets. These assets include certain foreign securities for which a third party statistical pricing service may be employed for purposes of fair market valuation. The model utilized by such third party statistical pricing service takes into account a securitys correlation to available market data including, but not limited to, intraday index, ADR, and ETF movements.
There were no transfers of financial assets between levels during the period.
Derivative instruments are valued at unrealized appreciation (depreciation).
The accompanying Notes to Financial Statements are an integral part of this statement.
12 | Semiannual Report 2015 |
TRI-CONTINENTAL CORPORATION |
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2015 (Unaudited)
Assets |
||||
Investments, at value |
||||
Unaffiliated issuers (identified cost $1,428,734,428) |
$1,514,610,429 | |||
Affiliated issuers (identified cost $6,716,137) |
6,716,137 | |||
|
||||
Total investments (identified cost $1,435,450,565) |
1,521,326,566 | |||
Receivable for: |
||||
Investments sold |
14,192,492 | |||
Common Stock |
25 | |||
Dividends |
2,284,275 | |||
Interest |
4,608,510 | |||
Foreign tax reclaims |
14,626 | |||
Variation margin |
15,697 | |||
Other assets |
43,681 | |||
|
||||
Total assets |
1,542,485,872 | |||
|
||||
Liabilities |
||||
Payable for: |
||||
Investments purchased |
7,608,519 | |||
Common Stock payable |
599,048 | |||
Preferred Stock dividends |
470,463 | |||
Investment management fees |
14,885 | |||
Stockholder servicing and transfer agent fees |
7,689 | |||
Administration fees |
2,302 | |||
Compensation of board members |
96,418 | |||
Other expenses |
274,658 | |||
|
||||
Total liabilities |
9,073,982 | |||
|
||||
Net assets |
1,533,411,890 | |||
Preferred Stock |
37,637,000 | |||
|
||||
Net assets for Common Stock |
$1,495,774,890 | |||
|
||||
Net asset value per share of outstanding Common Stock |
$24.89 | |||
|
||||
Market price per share of Common Stock |
$21.19 | |||
|
The accompanying Notes to Financial Statements are an integral part of this statement.
Semiannual Report 2015 | 13 |
TRI-CONTINENTAL CORPORATION |
STATEMENT OF CAPITAL STOCK AND SURPLUS
June 30, 2015 (Unaudited)
Capital Stock |
||||
$2.50 Cumulative Preferred Stock, $50 par value, assets coverage per share $2,037 |
||||
Shares issued and outstanding 752,740 |
$37,637,000 | |||
Common Stock, $0.50 par value: |
||||
Shares issued and outstanding 60,095,494 |
30,047,747 | |||
Surplus |
||||
Capital surplus |
1,586,333,552 | |||
Excess of distributions over net investment income |
(1,524,341 | ) | ||
Accumulated net realized loss |
(204,818,407 | ) | ||
Unrealized appreciation (depreciation) on: |
||||
Investments unaffiliated issuers |
85,876,001 | |||
Futures contracts |
(139,662 | ) | ||
|
||||
Net assets |
$1,533,411,890 | |||
|
The accompanying Notes to Financial Statements are an integral part of this statement.
14 | Semiannual Report 2015 |
TRI-CONTINENTAL CORPORATION |
Six Months Ended June 30, 2015 (Unaudited)
Net investment income |
||||
Income: |
||||
Dividends unaffiliated issuers |
$18,460,711 | |||
Dividends affiliated issuers |
2,225 | |||
Interest |
9,613,124 | |||
Foreign taxes withheld |
(25,898 | ) | ||
|
||||
Total income |
28,050,162 | |||
|
||||
Expenses: |
||||
Investment management fees |
2,758,299 | |||
Stockholder servicing and transfer agent fees |
291,148 | |||
Administration fees |
425,685 | |||
Compensation of board members |
30,562 | |||
Stockholders meeting fees |
39,145 | |||
Custodian fees |
11,219 | |||
Printing and postage fees |
46,050 | |||
Professional fees |
42,925 | |||
Other |
147,904 | |||
|
||||
Total expenses |
3,792,937 | |||
|
||||
Net investment income(a) |
24,257,225 | |||
|
||||
Realized and unrealized gain (loss) net |
||||
Net realized gain (loss) on: |
||||
Investments |
81,480,339 | |||
Foreign currency translations |
(1,738 | ) | ||
Futures contracts |
28,023 | |||
|
||||
Net realized gain |
81,506,624 | |||
Net change in unrealized appreciation (depreciation) on: |
||||
Investments |
(75,237,343 | ) | ||
Futures contracts |
(164,508 | ) | ||
|
||||
Net change in unrealized depreciation |
(75,401,851 | ) | ||
|
||||
Net realized and unrealized gain |
6,104,773 | |||
|
||||
Net increase in net assets resulting from operations |
$30,361,998 | |||
|
(a) | Net investment income for Common Stock is $23,316,300, which is net of Preferred Stock dividends of $940,925. |
The accompanying Notes to Financial Statements are an integral part of this statement.
Semiannual Report 2015 | 15 |
TRI-CONTINENTAL CORPORATION |
STATEMENT OF CHANGES IN NET ASSETS
Six Months Ended (Unaudited) |
Year Ended December 31, 2014 |
|||||||
Operations |
||||||||
Net investment income |
$24,257,225 | $44,773,499 | ||||||
Net realized gain |
81,506,624 | 179,253,740 | ||||||
Net change in unrealized depreciation |
(75,401,851 | ) | (77,986,788 | ) | ||||
|
||||||||
Net increase in net assets resulting from operations |
30,361,998 | 146,040,451 | ||||||
|
||||||||
Distributions to stockholders |
||||||||
Net investment income |
||||||||
Preferred Stock |
(940,925 | ) | (1,881,850 | ) | ||||
Common Stock |
(24,476,102 | ) | (46,034,377 | ) | ||||
|
||||||||
Total distributions to stockholders |
(25,417,027 | ) | (47,916,227 | ) | ||||
|
||||||||
Decrease in net assets from capital stock activity |
(20,455,033 | ) | (22,572,792 | ) | ||||
|
||||||||
Total increase (decrease) in net assets |
(15,510,062 | ) | 75,551,432 | |||||
Net assets at beginning of period |
1,548,921,952 | 1,473,370,520 | ||||||
|
||||||||
Net assets at end of period |
$1,533,411,890 | $1,548,921,952 | ||||||
|
||||||||
Excess of distributions over net investment income |
$(1,524,341 | ) | $(364,539 | ) | ||||
|
The accompanying Notes to Financial Statements are an integral part of this statement.
16 | Semiannual Report 2015 |
TRI-CONTINENTAL CORPORATION |
STATEMENT OF CHANGES IN NET ASSETS (continued)
Six Months Ended June 30, 2015 (Unaudited) |
Year Ended December 31, 2014 |
|||||||||||||||
Shares | Dollars ($) | Shares | Dollars ($) | |||||||||||||
Capital stock activity |
||||||||||||||||
Common Stock issued at market price in distributions |
323,952 | 7,019,990 | 650,551 | 13,424,167 | ||||||||||||
Common Stock issued for investment plan purchases |
54,796 | 1,187,652 | 130,468 | 2,696,661 | ||||||||||||
Common Stock purchased from investment plan participants |
(502,042 | ) | (10,881,742 | ) | (992,890 | ) | (20,411,667 | ) | ||||||||
Common Stock purchased in the open market |
(819,701 | ) | (17,780,933 | ) | (885,692 | ) | (18,281,953 | ) | ||||||||
|
||||||||||||||||
Total net decrease |
(942,995 | ) | (20,455,033 | ) | (1,097,563 | ) | (22,572,792 | ) | ||||||||
|
The accompanying Notes to Financial Statements are an integral part of this statement.
Semiannual Report 2015 | 17 |
TRI-CONTINENTAL CORPORATION |
Per share operating performance data is designed to allow investors to trace the operating performance, on a per Common Stock share basis, from the beginning net asset value to the ending net asset value, so that investors can understand what effect the individual items have on their investment, assuming it was held throughout the period. Generally, the per share amounts are derived by converting the actual dollar amounts incurred for each item, as disclosed in the financial statements, to their equivalent per Common Stock share amounts, using average Common Stock shares outstanding during the period.
Total return measures the Funds performance assuming that investors purchased shares of the Fund at the market price or net asset value as of the beginning of the period, invested all distributions paid, as provided for in the Funds Prospectus and Automatic Dividend Investment and Cash Purchase Plan, and then sold their shares at the closing market price or net asset value per share on the last day of the period. The computations do not reflect any sales charges or transaction costs on your investment or taxes investors may incur on distributions or on the sale of shares of the Fund, and are not annualized for periods of less than one year.
The portfolio turnover rate is calculated without regard to purchase and sales transactions of short-term instruments and certain derivatives, if any, and are not annualized for periods of less than one year. If such transactions were included, the Funds portfolio turnover may be higher.
The ratios of expenses and net investment income to average net assets for Common Stock for the periods presented do not reflect the effect of dividends paid to Preferred Stockholders.
The accompanying Notes to Financial Statements are an integral part of this statement.
18 | Semiannual Report 2015 |
TRI-CONTINENTAL CORPORATION |
FINANCIAL HIGHLIGHTS (continued)
|
Six Months
Ended June 30, 2015 |
|
Year Ended December 31, | |||||||||||||||||||||
(Unaudited) | 2014 | 2013 | 2012 | 2011 | 2010 | |||||||||||||||||||
Per share data |
||||||||||||||||||||||||
Net asset value, beginning of period |
$24.76 | $23.11 | $18.77 | $16.77 | $15.96 | $13.73 | ||||||||||||||||||
Income from investment operations |
||||||||||||||||||||||||
Net investment income |
0.40 | 0.73 | 0.69 | 0.63 | 0.33 | 0.30 | ||||||||||||||||||
Net realized and unrealized gain |
0.16 | 1.70 | 4.36 | 2.00 | 0.79 | 2.28 | ||||||||||||||||||
Total from investment operations |
0.56 | 2.43 | 5.05 | 2.63 | 1.12 | 2.58 | ||||||||||||||||||
Less distributions to stockholders from: |
||||||||||||||||||||||||
Net investment income |
||||||||||||||||||||||||
Preferred Stock |
(0.02 | ) | (0.03 | ) | (0.03 | ) | (0.03 | ) | (0.03 | ) | (0.03 | ) | ||||||||||||
Common Stock |
(0.41 | ) | (0.75 | ) | (0.68 | ) | (0.60 | ) | (0.28 | ) | (0.25 | ) | ||||||||||||
Total distributions to Stockholders |
(0.43 | ) | (0.78 | ) | (0.71 | ) | (0.63 | ) | (0.31 | ) | (0.28 | ) | ||||||||||||
Capital stock transactions at market price |
| | | | | (0.07 | ) | |||||||||||||||||
Net asset value, end of period |
$24.89 | $24.76 | $23.11 | $18.77 | $16.77 | $15.96 | ||||||||||||||||||
Adjusted net asset value, end of period(a) |
$24.81 | $24.68 | $23.04 | $18.71 | $16.72 | $15.90 | ||||||||||||||||||
Market value, end of period |
$21.19 | $21.41 | $19.98 | $16.00 | $14.23 | $13.76 | ||||||||||||||||||
Total return |
||||||||||||||||||||||||
Based upon net asset value |
2.42 | % | 11.09 | % | 27.76 | % | 16.24 | % | 7.15 | % | 18.58 | % | ||||||||||||
Based upon market value |
0.83 | % | 11.11 | % | 29.58 | % | 16.77 | % | 5.46 | % | 21.85 | % | ||||||||||||
Ratios to average net assets(b) |
||||||||||||||||||||||||
Expenses to average net assets for Common Stock |
0.50 | %(c) | 0.49 | % | 0.50 | % | 0.52 | % | 0.59 | % | 0.60 | % | ||||||||||||
Net investment income to average net assets for Common Stock |
3.07 | %(c) | 2.91 | % | 3.12 | % | 3.28 | % | 1.80 | % | 1.84 | % | ||||||||||||
Supplemental data |
||||||||||||||||||||||||
Net assets, end of period (000s): |
||||||||||||||||||||||||
Common Stock |
$1,495,775 | $1,511,285 | $1,435,734 | $1,183,285 | $1,078,160 | $1,061,251 | ||||||||||||||||||
Preferred Stock |
37,637 | 37,637 | 37,637 | 37,637 | 37,637 | 37,637 | ||||||||||||||||||
Total net assets |
$1,533,412 | $1,548,922 | $1,473,371 | $1,220,922 | $1,115,797 | $1,098,888 | ||||||||||||||||||
Portfolio turnover |
37 | % | 76 | % | 62 | % | 68 | % | 97 | % | 86 | % | ||||||||||||
Notes to Financial Highlights
(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 Funds reported expense ratios. |
(c) | Annualized. |
The accompanying Notes to Financial Statements are an integral part of this statement.
Semiannual Report 2015 | 19 |
TRI-CONTINENTAL CORPORATION |
June 30, 2015 (Unaudited)
20 | Semiannual Report 2015 |
TRI-CONTINENTAL CORPORATION |
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2015 (Unaudited)
Semiannual Report 2015 | 21 |
TRI-CONTINENTAL CORPORATION |
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2015 (Unaudited)
22 | Semiannual Report 2015 |
TRI-CONTINENTAL CORPORATION |
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2015 (Unaudited)
Semiannual Report 2015 | 23 |
TRI-CONTINENTAL CORPORATION |
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2015 (Unaudited)
24 | Semiannual Report 2015 |
TRI-CONTINENTAL CORPORATION |
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2015 (Unaudited)
Semiannual Report 2015 | 25 |
TRI-CONTINENTAL CORPORATION |
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2015 (Unaudited)
26 | Semiannual Report 2015 |
TRI-CONTINENTAL CORPORATION |
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2015 (Unaudited)
Semiannual Report 2015 | 27 |
TRI-CONTINENTAL CORPORATION |
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2015 (Unaudited)
28 | Semiannual Report 2015 |
TRI-CONTINENTAL CORPORATION |
INTERIM APPROVAL OF INVESTMENT MANAGEMENT SERVICES AGREEMENT
Columbia Management Investment Advisers, LLC (Columbia Management or the Investment Manager), a wholly-owned subsidiary of Ameriprise Financial, Inc. (Ameriprise Financial), serves as the investment manager to Tri-Continental Corporation (the Fund). Under an investment management services agreement (the IMS Agreement), Columbia Management provides investment advice and other services to the Fund and other funds distributed by Columbia Management Investment Distributors, Inc. (collectively, the Funds).
The Funds Board of Directors (the Board), including the independent Board members (the Independent Directors), considered the renewal of the IMS Agreement for a two-month period (Short-Term Period) in order to align the IMS Agreement with the review cycle of other funds in the Columbia family of funds. Columbia Management prepared detailed reports for the Board and its Contracts Committee in January, March and April 2015, including reports based on analyses of data provided by an independent organization (Lipper) and a comprehensive response to each item of information requested by independent legal counsel to the Independent Directors (Independent Legal Counsel) in a letter to the Investment Manager, to assist the Board in making this determination. In addition, throughout the year, the Board (or its committees) regularly meets with portfolio management teams and senior management personnel, and reviews information prepared by Columbia Management addressing the services Columbia Management provides and Fund performance. The Board also accords appropriate weight to the work, deliberations and conclusions of the Contracts Committee, the Investment Review Committee and the Compliance Committee in determining whether to continue the IMS Agreement.
The Board, at its April 13-15, 2015 in-person Board meeting (the April Meeting), considered the renewal of the IMS Agreement for the Short-Term Period. At the April Meeting, Independent Legal Counsel reviewed with the Independent Directors various factors relevant to the Boards consideration of advisory agreements and the Boards legal responsibilities related to such consideration. Following an analysis and discussion of the factors identified below, the Board, including all of the Independent Directors, approved the renewal of the IMS Agreement for the Short-Term Period.
Nature, Extent and Quality of Services Provided by Columbia Management
The Independent Directors analyzed various reports and presentations they had received detailing the services performed by Columbia Management, as well as its expertise, resources and capabilities. The Independent Directors specifically considered many developments during the past year concerning the services provided by Columbia Management. The Independent Directors noted the information they received concerning Columbia Managements ability to retain its key portfolio management personnel. In evaluating the quality of services provided under the IMS Agreement and the Funds Administrative Services Agreement, the Independent Directors also took into account the organization and strength of the Funds and its service providers compliance programs. In addition, the Board also reviewed the financial condition of Columbia Management (and its affiliates) and each entitys ability to carry out its responsibilities under the IMS Agreement and the Funds other services agreements with affiliates of Ameriprise Financial, observing the financial strength of Ameriprise Financial, with its solid balance sheet. The Board also discussed the acceptability of the terms of the IMS Agreement for the Short-Term Period.
Based on the foregoing, and based on other information received (both oral and written, including the information on investment performance referenced below) and other considerations, the Board concluded that the services being performed by Columbia Management and its affiliates were acceptable for the Short-Term Period.
Investment Performance
For purposes of evaluating the nature, extent and quality of services provided under the IMS Agreement, the Board carefully reviewed the investment performance of the Fund. In this regard, the Board considered detailed reports providing the results of analyses performed by an independent organization showing, for various periods, the performance of the Fund, the performance of a benchmark index, the percentage ranking of the Fund among its comparison group and the net assets of the Fund. The Board observed that for purposes of approving the IMS Agreement for the Short-Term Period, the Funds performance was acceptable.
Semiannual Report 2015 | 29 |
TRI-CONTINENTAL CORPORATION |
INTERIM APPROVAL OF INVESTMENT MANAGEMENT SERVICES AGREEMENT (continued)
Comparative Fees, Costs of Services Provided and the Profits Realized by Columbia Management and its Affiliates from their Relationships with the Fund
The Board reviewed comparative fees and the costs of services provided under the IMS Agreement. The Board members considered detailed comparative information set forth in an annual report on fees and expenses, including, among other things, data (based on analyses conducted by an independent organization) showing a comparison of the Funds expenses with median expenses paid by funds in its comparative peer universe, as well as data showing the Funds contribution to Columbia Managements profitability.
The Board accorded particular weight to the notion that the level of fees should reflect a rational pricing model applied consistently across the various product lines in the Fund family, while assuring that the overall fees for each Fund (with certain defined exceptions) are generally in line with the pricing philosophy currently in effect (i.e., that the total expense ratio of the Fund is no higher than the median expense ratio of funds in the same comparison universe of the Fund).
The Board also considered the expected profitability of Columbia Management and its affiliates in connection with Columbia Management providing investment management services to the Fund. In this regard, the Board referred to a detailed profitability report, discussing the profitability to Columbia Management and Ameriprise Financial from managing, operating and distributing the Funds. For purposes of approving the IMS Agreement for the Short-Term Period, the Board concluded that the investment management service fees were fair and reasonable, observing that the profitability levels also seemed reasonable.
Economies of Scale to be Realized
The Board noted that the management fee schedule does not contain breakpoints that reduce the fee rate on assets above specified levels. However, due to the Funds closed-end structure, the Board did not view the potential for realization of economies of scale as the Funds assets grow to be a material factor in its deliberations.
Based on the foregoing, the Board, including all of the Independent Directors, concluded that, for purposes of its consideration of the renewal of the IMS Agreement for the Short-Term Period, the investment management service fees were fair and reasonable in light of the extent and quality of services provided. In reaching this conclusion, no single factor was determinative. The Board noted its understanding that it would undertake the full consideration of renewal of the IMS Agreement for the full annual period at its June 2015 meetings. On April 15, 2015, the Board, including all of the Independent Directors, approved the renewal of the IMS Agreement for the Short-Term Period.
30 | Semiannual Report 2015 |
TRI-CONTINENTAL CORPORATION |
APPROVAL OF INVESTMENT MANAGEMENT SERVICES AGREEMENT
Columbia Management Investment Advisers, LLC (Columbia Management or the Investment Manager, and together with its global affiliates, Columbia Threadneedle), a wholly-owned subsidiary of Ameriprise Financial, Inc. (Ameriprise Financial), serves as the investment manager to Tri-Continental Corporation (the Fund). Under an investment management services agreement (the IMS Agreement), Columbia Management provides investment advice and other services to the Fund and other funds distributed by Columbia Management Investment Distributors, Inc. (collectively, the Funds).
On an annual basis, the Funds Board of Directors (the Board), including the independent Board members (the Independent Directors), considers renewal of the IMS Agreement. Columbia Management prepared detailed reports for the Board and its Contracts Committee in January, March, April and June 2015, including reports based on analyses of data provided by an independent organization (Lipper) and a comprehensive response to items of information requested by independent legal counsel to the Independent Directors (Independent Legal Counsel) in a letter to the Investment Manager, to assist the Board in making this determination. All of the materials presented in January, March, April and June were first supplied in draft form to designated representatives of the Independent Directors, i.e., Independent Legal Counsel, Fund Counsel, the Chair of the Board and the Chair of the Contracts Committee, and the final materials were revised to reflect discussion and subsequent requests made by the Board representatives. In addition, throughout the year, the Board (or its committees) regularly meets with portfolio management teams and senior management personnel and reviews information prepared by Columbia Management addressing the services Columbia Management provides and Fund performance. The Board also accords appropriate weight to the work, deliberations and conclusions of the Contracts Committee, the Investment Review Committee and the Compliance Committee in determining whether to continue the IMS Agreement.
The Board, at its June 15-17, 2015 in-person Board meeting (the June Meeting), considered the renewal of the IMS Agreement for an additional one-year term. At the June Meeting, Independent Legal Counsel reviewed with the Independent Directors various factors relevant to the Boards consideration of advisory agreements and the Boards legal responsibilities related to such consideration. Following an analysis and discussion of the factors identified below, the Board, including all of the Independent Directors, approved the renewal of the IMS Agreement.
Nature, Extent and Quality of Services Provided by Columbia Management
The Independent Directors analyzed various reports and presentations they had received detailing the services performed by Columbia Management, as well as its organization, expertise, resources and capabilities.
The Independent Directors specifically considered many developments during the past year concerning the services provided by Columbia Management, including, in particular, the restructured leadership in the Chief Investment Officers organization, the strengthening of the investment research department, the solidifying of the Global Asset Management initiative and the restructured investment risk management organization. The Board also noted the broad scope of services provided by Columbia Management to each Fund, including, among other services, investment, risk and compliance oversight. The Board also took into account the information it received concerning Columbia Managements ability to attract and retain key portfolio management personnel.
In connection with the Boards evaluation of the overall package of services provided by Columbia Management, the Board also considered the quality of administrative services provided to the Fund by Columbia Management, recalling the information it received highlighting achievements in 2014 in the performance of administrative services. In evaluating the quality of services provided under the IMS Agreement and the Funds Administrative Services Agreement, the Independent Directors also took into account the organization and strength of the Funds and its service providers compliance programs. In addition, the Board reviewed the financial condition of Columbia Management and its affiliates and each entitys ability to carry out its responsibilities under the IMS Agreement and the Funds other service agreements with affiliates of Ameriprise Financial, observing the financial strength of Ameriprise Financial, with its solid balance sheet. The Board also discussed the acceptability of the terms of the IMS Agreement (including the relatively broad scope of services required to be performed by Columbia Management). The Board took into account the proposed combination of the forms of IMS Agreements and Administrative Services Agreements into a single form of agreement with the combined form reflecting no proposed change in services or fees. Given no material change, the Directors agreed to the combined form, to be effective upon each Funds next annual update. The Board concluded that the services being performed under the IMS Agreement and the Administrative Services Agreement were of a reasonably high quality.
Semiannual Report 2015 | 31 |
TRI-CONTINENTAL CORPORATION |
APPROVAL OF INVESTMENT MANAGEMENT SERVICES AGREEMENT (continued)
Investment Performance
For purposes of evaluating the nature, extent and quality of services provided under the IMS Agreement, the Board carefully reviewed the investment performance of the Fund. In this regard, the Board considered detailed reports providing the results of analyses performed by an independent organization showing, for various periods, the performance of the Fund, the performance of a benchmark index, the percentage ranking of the Fund among its comparison group and the net assets of the Fund. The Board observed that the Funds investment performance met expectations.
Comparative Fees, Costs of Services Provided and the Profits Realized by Columbia Management and its Affiliates from their Relationships with the Fund
The Board reviewed comparative fees and the costs of services provided under the IMS Agreement. The Board members considered detailed comparative information set forth in an annual report on fees and expenses, including, among other things, data (based on analyses conducted by an independent organization) showing a comparison of the Funds expenses with median expenses paid by funds in its comparative peer universe, as well as data showing the Funds contribution to Columbia Managements profitability.
The Board considered the reports of its independent fee consultant, JDL, which assisted in its analysis of the Funds performance and expenses, and JDLs conclusion that the effective investment management fee rate for the Fund remains within a reasonable range. The Board accorded particular weight to the notion that the level of fees should reflect a rational pricing model applied consistently across the various product lines in the Fund family, while assuring that the overall fees for each Fund (with certain defined exceptions) are generally in line with the pricing philosophy currently in effect (i.e., that the total expense ratio of the Fund is no higher than the median expense ratio of funds in the same comparison universe of the Fund). With respect to the Fund, a closed-end fund, the Board took into account that the Funds total expense ratio was below the peer universes median expense ratio shown in the reports. Likewise, the Board observed that the investment management fee rate paid by the Fund was significantly below that of the median rate paid by the peer universe. Based on its review, the Board concluded that the Funds management fee was fair and reasonable in light of the extent and quality of services that the Fund receives.
The Board also considered the expected profitability of Columbia Management and its affiliates in connection with Columbia Management providing investment management services to the Fund. In this regard, the Independent Directors referred to their detailed analysis of the Profitability Report, discussing the profitability to Columbia Management and Ameriprise from managing, operating and distributing the Funds. The Board took into account JDLs conclusion that 2014 Columbia Management profitability was reasonable. It also considered that Columbia Management generated 2014 profitability that only moderately exceeded 2013 levels. It was further observed that, based on information presented, 2014 overall profitability is in line with profitability levels of industry competitors. It also took into account the indirect economic benefits flowing to Columbia Management or its affiliates in connection with managing or distributing the Funds, such as the enhanced ability to offer various other financial products to Ameriprise Financial customers, soft dollar benefits and overall reputational advantages. The Board noted that the fees paid by the Funds should permit the Investment Manager to offer competitive compensation to its personnel, make necessary investments in its business and earn an appropriate profit. The Board concluded that profitability levels were reasonable.
Economies of Scale to be Realized
The Board noted that the management fee schedule does not contain breakpoints that reduce the fee rate on assets above specified levels. However, due to the Funds closed-end structure, as well as the considerations noted above, the Board did not view the potential for realization of economies of scale as the Funds assets grow to be a material factor in its deliberations.
Based on the foregoing, the Board, including all of the Independent Directors, concluded that the investment management services fees were fair and reasonable in light of the extent and quality of services provided. In reaching this conclusion, no single factor was determinative. On June 17, 2015, the Board, including all of the Independent Directors, approved the renewal of the IMS Agreement.
32 | Semiannual Report 2015 |
TRI-CONTINENTAL CORPORATION |
RESULTS OF MEETING OF STOCKHOLDERS
(Unaudited)
The 85th Annual Meeting of Stockholders of Tri-Continental Corporation (the Corporation) was held on April 13, 2015. Stockholders voted in favor of two Board proposals and against one Stockholder proposal. The description of each proposal and number of shares voted are as follows:
Proposal 1
To elect three directors to the Corporations Board of Directors to hold office until the 2018 Annual Meeting of Stockholders and William Hawkins to serve until the 2017 Annual Meeting of Stockholders and until their successors are elected and qualify:
Director | For | Withheld | ||||||
Kathleen Blatz |
39,013,971 | 8,132,257 | ||||||
Pamela G. Carlton |
38,927,501 | 8,218,727 | ||||||
Alison Taunton-Rigby |
38,943,401 | 8,202,827 | ||||||
Williams Hawkins |
38,933,868 | 8,212,360 |
Proposal 2
To ratify the selection of PricewaterhouseCoopers LLP as the Corporations independent registered public accounting firm for 2015:
For | Against | Abstain | ||||||
42,131,327 |
5,105,841 | 737,851 |
Proposal 3
To vote on the stockholder proposal regarding self-tender offer:
For | Against | Abstain | ||||||
11,507,522 |
17,941,521 | 1,463,393 |
Semiannual Report 2015 | 33 |
TRI-CONTINENTAL CORPORATION |
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34 | Semiannual Report 2015 |
TRI-CONTINENTAL CORPORATION |
[THIS PAGE INTENTIONALLY LEFT BLANK]
Semiannual Report 2015 | 35 |
TRI-CONTINENTAL CORPORATION |
[THIS PAGE INTENTIONALLY LEFT BLANK]
36 | Semiannual Report 2015 |
TRI-CONTINENTAL CORPORATION |
IMPORTANT INFORMATION ABOUT THIS REPORT
The Fund mails one stockholder report to each stockholder address. If you would like more than one report, please call stockholder services at 800.345.6611 and additional reports will be sent to you.
The policy of the Board is to vote the proxies of the companies in which the Fund holds investments consistent with the procedures as stated in the Statement of Additional Information (SAI). You may obtain a copy of the SAI without charge by calling 800.345.6611; contacting your financial intermediary; visiting columbiathreadneedle.com/us; or searching the website of the Securities and Exchange Commission (SEC) at sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities is filed with the SEC by August 31 for the most recent 12-month period ending June 30 of that year, and is available without charge by visiting columbiathreadneedle.com/us; or searching the website of the SEC at sec.gov.
The Fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Each funds Form N-Q is available on the SECs website at sec.gov and may be reviewed and copied at the SECs Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 800.SEC.0330. Each funds complete schedule of portfolio holdings, as filed on Form N-Q, can also be obtained without charge, upon request, by calling 800.345.6611.
Semiannual Report 2015 | 37 |
Tri-Continental Corporation
P.O. Box 8081
Boston, MA 02266-8081
You should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. A prospectus containing information about the Fund (including its investment objectives, risks, charges, expenses and other information about the Fund) may be obtained by contacting your financial advisor or Columbia Management Investment Services Corp. at 800.345.6611. The prospectus should be read carefully before investing in the Fund. Tri-Continental is managed by Columbia Management Investment Advisers, LLC. This material is distributed by Columbia Management Investment Distributors, Inc., member FINRA.
Columbia Threadneedle Investments (Columbia Threadneedle) is the global brand name of the Columbia and Threadneedle group of companies. All rights reserved. Columbia Management Investment Distributors, Inc., 225 Franklin Street, Boston, MA 02110-2804
© 2015 Columbia Management Investment Advisers, LLC.
columbiathreadneedle.com/us
SAR240_12_E01_(08/15)
Item 2. | Code of Ethics. |
Not applicable for semiannual reports.
Item 3. | Audit Committee Financial Expert. |
Not applicable for semiannual reports.
Item 4. | Principal Accountant Fees and Services. |
Not applicable for semiannual reports.
Item 5. | Audit Committee of Listed Registrants. |
Not applicable for semiannual reports.
Item 6. | Investments |
(a) | The registrants Schedule I Investments in securities of unaffiliated issuers (as set forth in 17 CFR 210.12-12) is included in Item 1 of this Form N-CSR. |
(b) | Not applicable. |
Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable for semiannual reports.
Item 8. | Portfolio Managers of Closed-End Management Investment Companies. |
Not applicable for semiannual reports.
Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Period |
Total Number of Shares Purchased |
Average Price Paid Per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) |
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs(1) |
||||||||||||
01-01-15 to 01-31-15 |
250,937 | $ | 21.11 | 250,937 | 2,800,987 | |||||||||||
02-01-15 to 02-28-15 |
204,656 | 21.67 | 204,656 | 2,596,331 | ||||||||||||
03-01-15 to 03-31-15 |
144,711 | 21.84 | 144,711 | 2,451,620 | ||||||||||||
04-01-15 to 04-30-15 |
236,975 | 21.86 | 236,975 | 2,214,645 | ||||||||||||
05-01-15 to 05-31-15 |
300,065 | 21.94 | 300,065 | 1,914,580 | ||||||||||||
06-01-15 to 06-30-15 |
184,399 | 21.72 | 184,399 | 1,730,181 |
(1) | The registrant has a stock repurchase program. For 2015, the registrant is authorized to repurchase up to 5% of its outstanding Common Stock directly from stockholders and in the open market, provided that, with respect to shares purchased in the open market the excess of the net asset value of a share of Common Stock over its market price (the discount) is greater than 10%. |
Item 10. | Submission of Matters to a Vote of Security Holders. |
There were no material changes to the procedures by which shareholders may recommend nominees to the registrants board of directors.
Item 11. | Controls and Procedures. |
(a) | The registrants principal executive officer and principal financial officers, based on their evaluation of the registrants disclosure controls and procedures as of a date within 90 days of the filing of this report, have concluded that such controls and procedures are adequately designed to ensure that material information required to be disclosed by the registrant in Form N-CSR is accumulated and communicated to the registrants management, including the principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. |
(b) | There was no change in the registrants internal control over financial reporting that occurred during the registrants second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting. |
Item 12. | Exhibits. |
(a)(1) Code of ethics required to be disclosed under Item 2 of Form N-CSR: Not applicable for semiannual reports.
(a)(2) Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) attached hereto as Exhibit 99.CERT.
(a)(3) None.
(b) Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) attached hereto as Exhibit 99.906CERT.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(registrant) | Tri-Continental Corporation |
By (Signature and Title) | /s/ Christopher O. Petersen |
|||
Christopher O. Petersen, President and Principal Executive Officer |
Date | August 20, 2015 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title) | /s/ Christopher O. Petersen |
|||
Christopher O. Petersen, President and Principal Executive Officer |
Date | August 20, 2015 |
By (Signature and Title) | /s/ Michael G. Clarke |
|||
Michael G. Clarke, Treasurer and Chief Financial Officer |
Date | August 20, 2015 |