Tri-Continental Corporation, et al.; Notice of Application, 56603-56607 [2010-23113]

Agencies

• SECURITIES AND EXCHANGE COMMISSION

[Federal Register Volume 75, Number 179 (Thursday, September 16, 2010)]
[Notices]
[Pages 56603-56607]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2010-23113]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 29415; File No. 812-13465]


Tri-Continental Corporation, et al.; Notice of Application

September 10, 2010.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of application under section 6(c) of the Investment 
Company Act of 1940 (``Act'') for an exemption from section 19(b) of 
the Act and rule 19b-1 under the Act.

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SUMMARY: Summary of Application: Applicants request an order to permit 
certain registered closed-end investment companies to make periodic 
distributions of long-term capital gains with respect to their common 
shares as often as monthly in any one taxable year, and as frequently 
as distributions are specified by or in accordance with the terms of 
any preferred shares.
    Applicants: Tri-Continental Corporation (``Tri-Continental''), 
RiverSource LaSalle International Real Estate Fund, Inc. (``RLIREF''), 
Seligman Premium Technology Growth Fund, Inc. (``SPTGF,'' together with 
Tri-Continental and RLIREF, the ``Funds''), and Columbia Management 
Investment Advisers, LLC (the ``Investment Adviser'').

DATES: Filing Dates: The application was filed on December 26, 2007, 
and amended on September 1, 2009, and May 13, 2010. Applicants have 
agreed to file an amendment during the notice period, the substance of 
which is reflected in this notice.
    Hearing or Notification of Hearing: An order granting the 
application will be

[[Page 56604]]

issued unless the Commission orders a hearing. Interested persons may 
request a hearing by writing to the Commission's Secretary and serving 
applicants with a copy of the request, personally or by mail. Hearing 
requests should be received by the Commission by 5:30 p.m. on October 
4, 2010, and should be accompanied by proof of service on applicants, 
in the form of an affidavit or, for lawyers, a certificate of service. 
Hearing requests should state the nature of the writer's interest, the 
reason for the request, and the issues contested. Persons who wish to 
be notified of a hearing may request notification by writing to the 
Commission's Secretary.

ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street, 
NE., Washington, DC 20549-1090; Applicants: Tri-Continental, RLIREF, 
and SPTGF, 50605 Ameriprise Financial Center, Minneapolis, MN 55474; 
the Investment Adviser, 100 Federal Street, Boston, MA 02110.

FOR FURTHER INFORMATION CONTACT: Christine Y. Greenlees, Senior 
Counsel, at (202) 551-6879, or Mary Kay Frech, Branch Chief, at (202) 
551-6821 (Division of Investment Management, Office of Investment 
Company Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's Web site by searching for the file number, or for an 
applicant using the Company name box, at https://www.sec.gov/search/search.htm, or by calling (202) 551-8090.

Applicants' Representations

    1. Each of the Funds is a closed-end management investment company 
registered under the Act and incorporated in the State of Maryland.\1\ 
Tri-Continental's investment objective is future growth of both capital 
and income while providing reasonable current income. Tri-Continental's 
common shares are listed on the New York Stock Exchange (``NYSE''). 
Tri-Continental has also issued preferred shares. RLIREF's primary 
investment objective is long-term capital appreciation and its 
secondary objective is current income. RLIREF's common shares are 
listed on the NYSE. To date, RLIREF has not issued preferred shares. 
SPTGF's primary investment objective is growth of capital and current 
income. SPTGF's common shares are listed on the NYSE. To date, SPTGF 
has not issued preferred shares. Applicants believe that the 
shareholders of each Fund are generally conservative, dividend-
sensitive investors who desire current income periodically and may 
favor a fixed distribution policy.
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    \1\ All registered closed-end investment companies that 
currently intend to rely on the order are named as applicants. 
Applicants request that the order also apply to each registered 
closed-end investment company that in the future: (a) Is advised by 
the Investment Adviser (including any successor in interest) or by 
an entity controlling, controlled by, or under common control 
(within the meaning of section 2(a)(9) of the Act) with the 
Investment Adviser; and (b) complies with the terms and conditions 
of the application (included in the term ``Funds''). A successor in 
interest is limited to entities that result from a reorganization 
into another jurisdiction or a change in the type of business 
organization.
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    2. The Investment Adviser, a wholly-owned subsidiary of Ameriprise 
Financial, Inc., is registered under the Investment Advisers Act of 
1940 (``Advisers Act''). The Investment Adviser acts as investment 
adviser to the Funds. Each Fund will be advised by investment advisers 
that are registered under the Advisers Act.
    3. Applicants state that prior to implementing a distribution plan, 
the board of directors (the ``Board'') of each Fund, including a 
majority of the members of the Board who are not ``interested persons'' 
of the Fund as defined in section 2(a)(19) of the Act (the 
``Independent Directors''), will review information regarding the 
purpose and terms of a proposed distribution policy, the likely effects 
of such policy on the Fund's long-term total return (in relation to 
market price and net asset value (``NAV'') per common share) and the 
relationship between such Fund's distribution rate on its common shares 
under the policy and such Fund's total return (in relation to NAV per 
share). Applicants state that the Independent Directors also will 
consider what conflicts of interest the Investment Adviser and the 
affiliated persons of the Investment Adviser and each such Fund might 
have with respect to the adoption or implementation of such policy. 
Applicants further state that after considering such information, the 
Board, including the Independent Directors, of each Fund will approve a 
distribution policy with respect to such Fund's common shares (the 
``Plan'') and will determine that such Plan is consistent with the 
Fund's investment objective(s) and in the best interests of the Fund's 
common shareholders.
    4. Applicants state that the purpose of each Fund's Plan is to 
permit the Fund to distribute over the course of each year, through 
periodic distributions as nearly equal as practicable and any required 
special distributions, an amount closely approximating the total 
taxable income of such Fund during such year and, if so determined by 
its Board, all or a portion of the return of capital paid by portfolio 
companies to such Fund during such year. Applicants note that under the 
Plan, each Fund would distribute to its respective common shareholders 
a fixed monthly percentage of the market price of such Fund's common 
shares at a particular point in time or a fixed monthly percentage of 
NAV at a particular time or a fixed monthly amount, any of which may be 
adjusted from time to time. Applicants further state that the minimum 
annual distribution rate would be independent of each Fund's 
performance during any particular period, but would be expected to 
correlate with such Fund's performance over time. Applicants explain 
that except for extraordinary distributions and potential increases or 
decreases in the final dividend periods in light of the Fund's 
performance for the entire calendar year and to enable the Fund to 
comply with the distribution requirements of subchapter M of the 
Internal Revenue Code of 1986 (``Code'') for the calendar year, each 
distribution on the common shares would be at the stated rate then in 
effect.
    5. Applicants state that the Board of each of Tri-Continental and 
RLIREF has adopted policies and procedures under rule 38a-1 under the 
Act that are reasonably designed to ensure that all notices required to 
be sent to the Fund's shareholders pursuant to section 19(a) of the 
Act, rule 19a-1 under the Act, and condition 4 below (each a ``19(a) 
Notice'') comply with condition 2.a. below, and that all other written 
communications by the Fund or its agents regarding distributions under 
the Plan include the disclosure required by condition 3.a. below. 
Applicants state that the Board of each of Tri-Continental and RLIREF 
also has adopted policies and procedures that require each of the Funds 
to keep records that demonstrate its compliance with all of the 
conditions of the requested order and that are necessary for such Fund 
to form the basis for, or demonstrate the calculation of, the amounts 
disclosed in its 19(a) Notices. SPTGF and any future Fund would adopt 
similar policies and procedures before relying on the requested relief.

Applicants' Legal Analysis

    1. Section 19(b) of the Act generally makes it unlawful for any 
registered investment company to make long-term capital gains 
distributions more than once every twelve months. Rule 19b-1 under the 
Act limits the number of capital gains dividends, as defined in section 
852(b)(3)(C) of the Code (``distributions''), that a fund may make

[[Page 56605]]

with respect to any one taxable year to one, plus a supplemental 
``clean up'' distribution made pursuant to section 855 of the Code not 
exceeding 10% of the total amount distributed for the year, plus one 
additional capital gain dividend made in whole or in part to avoid the 
excise tax under section 4982 of the Code.
    2. Section 6(c) provides that the Commission may, by order upon 
application, conditionally or unconditionally exempt any person, 
security, or transaction, or any class or classes of persons, 
securities or transactions, from any provision of the Act, if and to 
the extent that the exemption is necessary or appropriate in the public 
interest and consistent with the protection of investors and the 
purposes fairly intended by the policy and provisions of the Act.
    3. Applicants state that one of the concerns underlying section 
19(b) and rule 19b-1 is that shareholders might be unable to 
differentiate between frequent distributions of capital gains and 
dividends from investment income. Applicants state, however, that rule 
19a-1 effectively addresses this concern by requiring that a separate 
statement showing the sources of a distribution (e.g., net investment 
income, net short-term capital gains, net long-term capital gains and/
or return of capital) accompany any distributions (or the confirmation 
of the reinvestment of distributions) estimated to be sourced in part 
from capital gains or capital. Applicants also state that the same 
information is included in each Fund's annual reports to shareholders 
and similar information is included on its IRS Form 1099-DIV, which is 
sent to each common and preferred shareholder who received 
distributions during a particular year (including shareholders who have 
sold shares during the year).
    4. Applicants further state that each Fund will make the additional 
disclosures required by the conditions set forth below, and each of 
them has adopted, or will adopt, compliance policies and procedures in 
accordance with rule 38a-1 under the Act to ensure that all required 
19(a) Notices and disclosures are sent to shareholders. Applicants 
argue that by providing the information required by section 19(a) and 
rule 19a-1, and by complying with the procedures adopted under the Plan 
and the conditions listed below, each Fund's shareholders would be 
provided sufficient information to understand that their periodic 
distributions are not tied to the Fund's net investment income (which 
for this purpose is each Fund's taxable income other than from capital 
gains) and realized capital gains to date, and may not represent yield 
or investment return. Applicants also state that compliance with the 
Fund's compliance procedures and condition 3 set forth below will 
ensure that prospective shareholders and third parties are provided 
with the same information. Accordingly, applicants assert that 
continuing to subject the Funds to section 19(b) and rule 19b-1 would 
afford shareholders no extra protection.
    5. Applicants note that section 19(b) and rule 19b-1 also were 
intended to prevent certain improper sales practices, including, in 
particular, the practice of urging an investor to purchase shares of a 
fund on the basis of an upcoming capital gains dividend (``selling the 
dividend''), where the dividend would result in an immediate 
corresponding reduction in NAV and would be in effect a taxable return 
of the investor's capital. Applicants submit that the ``selling the 
dividend'' concern should not apply to closed-end investment companies, 
such as the Funds, that do not continuously distribute shares.\2\ 
According to applicants, if the underlying concern extends to secondary 
market purchases of shares of closed-end funds that are subject to a 
large upcoming capital gains dividend, adoption of a periodic 
distribution plan actually helps minimize the concern by avoiding, 
through periodic distributions, any buildup of large end-of-the-year 
distributions.
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    \2\ Applicants note that Tri-Continental is technically 
continuously distributing its common shares because it has 
outstanding warrants to purchase common stock, which were either 
issued prior to 1940 or in connection with a series of corporate 
acquisitions in the 1950s. In addition, Tri-Continental has a cash 
purchase plan that is part of a dividend reinvestment plan, which is 
described in its current prospectus and recently has accounted for 
less than .6% of the average issued and outstanding shares of common 
stock.
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    6. Applicants also note that common shares of closed-end funds 
often trade in the marketplace at a discount to the funds' NAV. 
Applicants believe that this discount may be reduced if the Funds are 
permitted to pay relatively frequent dividends on their common shares 
at a consistent rate, whether or not those dividends contain an element 
of capital gain.
    7. Applicants assert that the application of rule 19b-1 to a Plan 
actually could have an undesirable influence on portfolio management 
decisions. Applicants state that, in the absence of an exemption from 
rule 19b-1, the implementation of a periodic distribution plan imposes 
pressure on management (a) not to realize any net long-term capital 
gains until the point in the year that the fund can pay all of its 
remaining distributions in accordance with rule 19b-1, and (b) not to 
realize any long-term capital gains during any particular year in 
excess of the amount of the aggregate pay-out for the year (since as a 
practical matter excess gains must be distributed and accordingly would 
not be available to satisfy pay-out requirements in following years), 
notwithstanding that purely investment considerations might favor 
realization of long-term gains at different times or in different 
amounts. Applicants thus assert that by limiting the number of capital 
gain distributions that a fund may make with respect to any one year, 
rule 19b-1 may prevent the efficient operation of a periodic 
distribution plan whenever that fund's realized net long-term capital 
gains in any year exceed the total of the periodic distributions that 
may include such capital gains under the rule.
    8. Applicants also assert that rule 19b-1 may cause fixed regular 
periodic distributions under a periodic distribution plan to be funded 
with returns of capital \3\ (to the extent net investment income and 
realized short-term capital gains are insufficient to fund the 
distribution), even though realized net long-term capital gains 
otherwise could be available. To distribute all of a fund's long-term 
capital gains within the limits in rule 19b-1, a fund may be required 
to make total distributions in excess of the annual amount called for 
by its periodic distribution plan, or to retain and pay taxes on the 
excess amount. Applicants thus assert that the requested order would 
minimize these effects of rule 19b-1 by enabling the Funds to realize 
long-term capital gains as often as investment considerations dictate 
without fear of violating rule 19b-1.
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    \3\ Returns of capital as used in the application means return 
of capital for financial accounting purposes and not for tax 
accounting purposes.
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    9. Applicants state that Revenue Ruling 89-81 under the Code 
requires that a fund that has both common stock and preferred stock 
outstanding designate the types of income, e.g., investment income and 
capital gains, in the same proportion as the total distributions 
distributed to each class for the tax year. To satisfy the 
proportionate designation requirements of Revenue Ruling 89-81, 
whenever a fund has realized a long-term capital gain with respect to a 
given tax year, the fund must designate the required proportionate 
share of such capital gain to be included in common and preferred stock 
dividends. Applicants state that although rule 19b-1 allows a fund some 
flexibility with respect to the frequency

[[Page 56606]]

of capital gains distributions, a fund might use all of the exceptions 
available under the rule for a tax year and still need to distribute 
additional capital gains allocated to the preferred stock to comply 
with Revenue Ruling 89-81.
    10. Applicants assert that the potential abuses addressed by 
section 19(b) and rule 19b-1 do not arise with respect to preferred 
stock issued by a closed-end fund. Applicants assert that such 
distributions are fixed or determined in periodic auctions by reference 
to short-term interest rates rather than by reference to performance of 
the issuer, and Revenue Ruling 89-81 determines the proportion of such 
distributions that are comprised of the long-term capital gains.
    11. Applicants also submit that the ``selling the dividend'' 
concern is not applicable to preferred stock, which entitles a holder 
to no more than a periodic dividend at a fixed rate or the rate 
determined by the market, and, like a debt security, is priced based 
upon its liquidation value, dividend rate, credit quality, and 
frequency of payment. Applicants state that investors buy preferred 
shares for the purpose of receiving payments at the frequency bargained 
for, and do not expect the liquidation value of their shares to change.
    12. Applicants request an order under section 6(c) granting an 
exemption from section 19(b) and rule 19b-1 to permit each Fund to 
distribute periodic capital gain dividends (as defined in section 
852(b)(3)(C) of the Code) as often as monthly in any one taxable year 
in respect of its common shares and as often as specified by or 
determined in accordance with the terms thereof in respect of its 
preferred.

Applicants' Conditions

    Applicants agree that any order of the Commission granting the 
requested relief will be subject to the following conditions:
    1. Compliance Review and Reporting. Each Fund's chief compliance 
officer will: (a) Report to the Fund's Board, no less frequently than 
once every three months or at the next quarterly scheduled regular 
Board meeting, whether (i) the Fund and its Investment Adviser have 
complied with the conditions of the order, and (ii) a material 
compliance matter (as defined in rule 38a-1(e)(2) under the Act) has 
occurred with respect to such conditions; and (b) review the adequacy 
of the policies and procedures adopted by the Board no less frequently 
than annually.
2. Disclosures to Fund Shareholders
    a. Each 19(a) Notice disseminated to the holders of the Fund's 
common shares, in addition to the information required by section 19(a) 
and rule 19a-1:
    i. Will provide, in a tabular or graphical format:
    (1) The amount of the distribution, on a per share basis, together 
with the amounts of such distribution amount, on a per share basis and 
as a percentage of such distribution amount, from estimated: (A) Net 
investment income; (B) net realized short-term capital gains; (C) net 
realized long-term capital gains; and (D) return of capital or other 
capital source;
    (2) The fiscal year-to-date cumulative amount of distributions, on 
a per share basis, together with the amounts of such cumulative amount, 
on a per share basis and as a percentage of such cumulative amount of 
distributions, from estimated: (A) Net investment income; (B) net 
realized short-term capital gains; (C) net realized long-term capital 
gains; and (D) return of capital or other capital source;
    (3) The average annual total return in relation to the change in 
NAV for the 5-year period (or, if the Fund's history of operations is 
less than five years, the time period commencing immediately following 
the Fund's first public offering) ending on the last day of the month 
ended immediately prior to the most recent distribution record date 
compared to the current fiscal period's annualized distribution rate 
expressed as a percentage of NAV as of the last day of the month prior 
to the most recent distribution record date; and
    (4) The cumulative total return in relation to the change in NAV 
from the last completed fiscal year to the last day of the month prior 
to the most recent distribution record date compared to the fiscal 
year-to-date cumulative distribution rate expressed as a percentage of 
NAV as of the last day of the month prior to the most recent 
distribution record date. Such disclosure shall be made in a type size 
at least as large and as prominent as the estimate of the sources of 
the current distribution; and
    ii. Will include the following disclosure:
    (1) ``You should not draw any conclusions about the Fund's 
investment performance from the amount of this distribution or from the 
terms of the Fund's Plan'';
    (2) ``The Fund estimates that it has distributed more than its 
income and net realized capital gains; therefore, a portion of your 
distribution may be a return of capital. A return of capital may occur, 
for example, when some or all of the money that you invested in the 
Fund is paid back to you. A return of capital distribution does not 
necessarily reflect the Fund's investment performance and should not be 
confused with `yield' or `income' ''; \4\ and
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    \4\ The disclosure in this condition 2.a.ii.(2) will be included 
only if the current distribution or the fiscal year-to-date 
cumulative distributions are estimated to include a return of 
capital.
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    (3) ``The amounts and sources of distributions reported in this 
19(a) Notice are only estimates and are not being provided for tax 
reporting purposes. The actual amounts and sources of the amounts for 
tax reporting purposes will depend upon the Fund's investment 
experience during the remainder of its fiscal year and may be subject 
to changes based on tax regulations. The Fund will send you a Form 
1099-DIV for the calendar year that will tell you how to report these 
distributions for Federal income tax purposes.''
    Such disclosure shall be made in a type size at least as large as 
and as prominent as any other information in the 19(a) Notice and 
placed on the same page in close proximity to the amount and the 
sources of the distribution.
    b. On the inside front cover of each report to shareholders under 
rule 30e-1 under the Act, the Fund will:
    i. Describe the terms of the Plan (including the fixed amount or 
fixed percentage of the distributions and the frequency of the 
distributions);
    ii. Include the disclosure required by condition 2.a.ii.(1) above;
    iii. State, if applicable, that the Plan provides that the Board 
may amend or terminate the Plan at any time without prior notice to 
Fund shareholders; and
    iv. Describe any reasonably foreseeable circumstances that might 
cause the Fund to terminate the Plan and any reasonably foreseeable 
consequences of such termination.
    c. Each report provided to shareholders under rule 30e-1 under the 
Act and each prospectus filed with the Commission on Form N-2 under the 
Act, will provide the Fund's total return in relation to changes in NAV 
in the financial highlights table and in any discussion about the 
Fund's total return.
3. Disclosure to Shareholders, Prospective Shareholders and Third 
Parties
    a. Each Fund will include the information contained in the relevant 
19(a) Notice, including the disclosure required by condition 2.a.ii. 
above, in any written communication (other than a communication on Form 
1099) about

[[Page 56607]]

the Plan or distributions under the Plan by the Fund, or agents that 
the Fund has authorized to make such communication on the Fund's 
behalf, to any Fund's common shareholder, prospective common 
shareholder or third-party information provider;
    b. Each Fund will issue, contemporaneously with the issuance of any 
19(a) Notice, a press release containing the information in the 19(a) 
Notice and file with the Commission the information contained in such 
19(a) Notice, including the disclosure required by condition 2.a.ii. 
above, as an exhibit to its next filed Form N-CSR; and
    c. Each Fund will post prominently a statement on its (or the 
Investment Adviser's) Web site containing the information in each 19(a) 
Notice, including the disclosure required by condition 2.a.ii. above, 
and will maintain such information on such Web site for at least 24 
months.
4. Delivery of 19(a) Notices to Beneficial Owners
    If a broker, dealer, bank or other person (``financial 
intermediary'') holds common stock issued by a Fund in nominee name, or 
otherwise, on behalf of a beneficial owner, the Fund: (a) Will request 
that the financial intermediary, or its agent, forward the 19(a) Notice 
to all beneficial owners of the Fund's shares held through such 
financial intermediary; (b) will provide, in a timely manner, to the 
financial intermediary, or its agent, enough copies of the 19(a) Notice 
assembled in the form and at the place that the financial intermediary, 
or its agent, reasonably requests to facilitate the financial 
intermediary's sending of the 19(a) Notice to each beneficial owner of 
the Fund's shares; and (c) upon the request of any financial 
intermediary, or its agent, that receives copies of the 19(a) Notice, 
will pay the financial intermediary, or its agent, the reasonable 
expenses of sending the 19(a) Notice to such beneficial owners.
5. Additional Board Determinations for Funds Whose Shares Trade at a 
Premium
    If:
    a. A Fund's common shares have traded on the stock exchange that 
they primarily trade on at the time in question at an average premium 
to NAV equal to or greater than 10%, as determined on the basis of the 
average of the discount or premium to NAV of the Fund's common shares 
as of the close of each trading day over a 12-week rolling period (each 
such 12-week rolling period ending on the last trading day of each 
week); and
    b. The Fund's annualized distribution rate for such 12-week rolling 
period, expressed as a percentage of NAV as of the ending date of such 
12-week rolling period, is greater than the Fund's average annual total 
return in relation to the change in NAV over the 2-year period ending 
on the last day of such 12-week rolling period; then:
    i. At the earlier of the next regularly scheduled meeting or within 
four months of the last day of such 12-week rolling period, the Board, 
including a majority of the Independent Directors:
    (1) Will request and evaluate, and the Fund's Investment Adviser 
will furnish, such information as may be reasonably necessary to make 
an informed determination of whether the Plan should be continued or 
continued after amendment;
    (2) Will determine whether continuation, or continuation after 
amendment, of the Plan is consistent with the Fund's investment 
objective(s) and policies and is in the best interests of the Fund and 
its shareholders, after considering the information in condition 
5.b.i.(1) above; including, without limitation:
    (A) Whether the Plan is accomplishing its purpose(s);
    (B) The reasonably foreseeable material effects of the Plan on the 
Fund's long-term total return in relation to the market price and NAV 
of the Fund's common shares; and
    (C) The Fund's current distribution rate, as described in condition 
5.b. above, compared with the Fund's average annual taxable income or 
total return over the 2-year period, as described in condition 5.b., or 
such longer period as the Board deems appropriate; and
    (3) Based upon that determination, will approve or disapprove the 
continuation, or continuation after amendment, of the Plan; and
    ii. The Board will record the information considered by it, 
including its consideration of the factors listed in condition 
5.b.i.(2) above, and the basis for its approval or disapproval of the 
continuation, or continuation after amendment, of the Plan in its 
meeting minutes, which must be made and preserved for a period of not 
less than six years from the date of such meeting, the first two years 
in an easily accessible place.
6. Public Offerings
    A Fund will not make a public offering of the Fund's common shares 
other than:
    a. A rights offering below NAV to holders of the Fund's common 
shares;
    b. An offering in connection with a dividend reinvestment and cash 
purchase plan, merger, consolidation, acquisition, spin-off or 
reorganization of the Fund or, in the case of Tri-Continental, in 
connection with its outstanding warrants (9,491 of which were 
outstanding on February 26, 2010); or
    c. An offering other than an offering described in conditions 6.a. 
and 6.b. above, provided that, with respect to such other offering:
    i. The Fund's annualized distribution rate for the six months 
ending on the last day of the month ended immediately prior to the most 
recent distribution record date,\5\ expressed as a percentage of NAV 
per share as of such date, is no more than 1 percentage point greater 
than the Fund's average annual total return for the 5-year period 
ending on such date; \6\ and
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    \5\ If the Fund has been in operation fewer than six months, the 
measured period will begin immediately following the Fund's first 
public offering.
    \6\ If the Fund has been in operation fewer than five years, the 
measured period will begin immediately following the Fund's first 
public offering.
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    ii. The transmittal letter accompanying any registration statement 
filed with the Commission in connection with such offering discloses 
that the Fund has received an order under section 19(b) to permit it to 
make periodic distributions of long-term capital gains with respect to 
its common stock as frequently as twelve times each year, and as 
frequently as distributions are specified by or determined in 
accordance with the terms of any outstanding preferred stock as such 
Fund may issue.
7. Amendments to Rule 19b-1
    The requested order will expire on the effective date of any 
amendment to rule 19b-1 that provides relief permitting certain closed-
end investment companies to make periodic distributions of long-term 
capital gains with respect to their outstanding common stock as 
frequently as twelve times each year.


    For the Commission, by the Division of Investment Management, 
under delegated authority.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2010-23113 Filed 9-15-10; 8:45 am]
BILLING CODE 8010-01-P