Close

Form POS EX TRI-CONTINENTAL CORP

FREE Breaking News Alerts from StreetInsider.com!

E-mail Address

StreetInsider.com Top Tickers, 4/23/2024

1. TSLA
2. SPY
3. GM
4. SPOT
5. SHW
6. AAPL
7. AMZN
8. NVDA
9. MTTR
10. MINN


June 2, 2022 10:41 AM EDT
As filed with the Securities and Exchange Commission on June 2, 2022.
Registration Nos. 333-255533
811-00266
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Form N-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 ☒
Pre-Effective Amendment No. ___ ☐
Post-Effective Amendment No. 2 ☒
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 ☒
Amendment No. 66 ☒
(Check Appropriate Box or Boxes)
TRI-CONTINENTAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
290 Congress Street, Boston, Massachusetts 02210
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (800) 345-6611
Daniel J. Beckman
c/o Columbia Management Investment Advisers, LLC
290 Congress Street
Boston, Massachusetts 02210 		Ryan C. Larrenaga, Esq.
c/o Columbia Management Investment Advisers, LLC
290 Congress Street
Boston, Massachusetts 02210
(Name and Address of Agents for Service)
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d).
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File No. 333-255533) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of adding exhibits to such Registration Statement. Accordingly, this Post-Effective Amendment No. 2 consists only of a facing page, this explanatory note, and Part C of the Registration Statement on Form N-2. This Post-Effective Amendment No. 2 does not change the form of any prospectus or Statement of Additional Information included in post-effective amendments previously filed with the Securities and Exchange Commission (the “SEC”). As permitted by Rule 462(d), this Post-Effective Amendment No. 2 shall become effective upon filing with the SEC.

PART C. OTHER INFORMATION
Item 25. Financial Statements and Exhibits
1. Financial Statements
Part A. Financial Highlights for the ten years ended December 31, 2021; Table for the ten years ended December 31, 2021 under the caption “Senior Securities - $2.50 Cumulative Preferred Stock.”
Part B. The required financial statements are included in the Corporation’s 2021 Annual Report, which is incorporated by reference into the Statement of Additional Information. These statements include: Portfolio of Investments at December 31, 2021; Statement of Assets and Liabilities at December 31, 2021; Statement of Capital Stock and Surplus at December 31, 2021; Statement of Operations for the year ended December 31, 2021; Statements of Changes in Net Investment Assets for the years ended December 31, 2021 and 2020; Notes to Financial Statements; Financial Highlights for the five years ended December 31, 2021; Report of Independent Registered Public Accounting Firm.
The Funds’ future stockholder reports are hereby incorporated by reference.
2. Exhibits
Exhibit
Number 		Exhibit Description Filed Herewith or
Incorporated by Reference 		Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing 		File No.
of Such
Registrant 		Type of
Filing 		Exhibit of
Document
in that
Filing 		Filing
Date
(a) Amended and Restated Charter of the Registrant Incorporated by Reference Tri-Continental Corporation 333-50295 Registration Statement on Form N-2 2a 4/16/1998
(b) Amended and Restated By-laws of the Registrant Incorporated by Reference Tri-Continental Corporation 333-104669 Post-Effective Amendment #19 on Form N-2 (b) 3/14/2016
(c) Not applicable            
(d)(1) Specimen certificates of Common Stock Incorporated by Reference Tri-Continental Corporation   Registration Statement on Form N-2   3/6/1981
(d)(2) Specimen certificates of $2.50 Cumulative Preferred Stock Incorporated by Reference Tri-Continental Corporation   Registration Statement on Form N-2   3/6/1981
(d)(3) Specimen of Warrant of the Registrant Incorporated by Reference Tri-Continental Corporation 333-104669 Post-Effective Amendment #12 on Form N-2 (d)(3) 4/9/2013
(d)(4) Form of Subscription Certificate Subscription Right for shares of Common Stock Incorporated by Reference Tri-Continental Corporation   Post-Effective Amendment on Form N-2   9/17/1992
(d)(5) The Registrant’s Charter is the constituent instrument defining the rights of the $2.50 Cumulative Preferred Stock, par value $50, and the Common Stock of the Registrant Incorporated by Reference Tri-Continental Corporation 333-50295 Registration Statement on Form N-2 2a 4/16/1998
(e) Registrant’s Automatic Dividend Investment and Cash Purchase Plan is set forth in Registrant’s Prospectus which is filed as Part A of this Registration Statement            
(f) Not applicable            
(g) Management Agreement between the Registrant and Columbia Management Investment Advisers, LLC Incorporated by Reference Tri-Continental Corporation 333-104669 Post-Effective Amendment #20 on Form N-2 (g) 4/28/2016
(h) Not Applicable            
(i) Deferred Compensation Plan, adopted as of December 31, 2020 Incorporated by Reference Columbia Funds Series Trust II 333-131683 Post-Effective Amendment #218 on Form N-1A (f) 2/25/2021

 

Exhibit
Number 		Exhibit Description Filed Herewith or
Incorporated by Reference 		Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing 		File No.
of Such
Registrant 		Type of
Filing 		Exhibit of
Document
in that
Filing 		Filing
Date
(j) Second Amended and Restated Master Global Custody Agreement the Registrant and JPMorgan Chase Bank, N.A. Incorporated by Reference Columbia Funds Series Trust 333-89661 Post-Effective Amendment #93 on Form N-1A (g)(3) 5/27/2011
(k)(1) Stockholder Service Agent Agreement, dated March 1, 2016, between the Registrant and Columbia Management Investment Services Corp. Incorporated by Reference Tri-Continental Corporation 333-104669 Post-Effective Amendment #19 on Form N-2 (k)(2) 3/14/2016
(k)(1)(i) Schedule A, dated July 1, 2021, and Schedule B to the Stockholder Service Agent Agreement, dated March 1, 2016, between the Registrant and Columbia Management Investment Services Corp. Filed Herewith Tri-Continental Corporation 333-255533 Post-Effective Amendment #2 on Form N-2 (k)(1)(i) 6/2/2022
(k)(2) Master InterFund Lending Agreement, dated May 1, 2018 Incorporated by Reference Columbia Funds Series Trust II 333-131683 Post-Effective Amendment #179 on Form N-1A (h)(11) 5/25/2018
(k)(2)(i) Schedule A and Schedule B, effective December 7, 2021, to the Master Inter-Fund Lending Agreement dated May 1, 2018 Incorporated by Reference Columbia Funds Series Trust II 333-131683 Post-Effective Amendment #227 on Form N-1A (h)(9)(i) 12/7/2021
(k)(3) Fund of Funds Investment Agreement, dated January 24, 2022, between First Trust Portfolios L.P. and Tri-Continental Corporation and Columbia Seligman Premium Technology Growth Fund Filed Herewith Tri-Continental Corporation 333-255533 Post-Effective Amendment #2 on Form N-2 (k)(3) 6/2/2022
(k)(4) Fund of Funds Investment Agreement, dated January 24, 2022, between First Trust CEF Income Opportunity ETF and Tri-Continental Corporation and Columbia Seligman Premium Technology Growth Fund Filed Herewith Tri-Continental Corporation 333-255533 Post-Effective Amendment #2 on Form N-2 (k)(4) 6/2/2022
(l) Opinion and Consent of Counsel Incorporated by Reference Tri-Continental Corporation 333-236947 Registration Statement on Form N-2 (l) 3/6/2020
(m) Not Applicable            
(n) Consent of Independent Registered Public Accounting Firm: Not Applicable            
(o) Not Applicable            
(p) Not Applicable            
(q)(1) The Columbia Threadneedle Investments SIMPLE Individual Retirement Custodial Account Kit Incorporated by Reference Tri-Continental Corporation 333-255533 Post-Effective Amendment #1 on Form N-2 (q)(1) 4/27/2021
(q)(2) The Columbia Threadneedle Investments Traditional IRA, Roth IRA and SEP IRA Kit Incorporated by Reference Tri-Continental Corporation 333-255533 Post-Effective Amendment #1 on Form N-2 (q)(2) 4/27/2021
(q)(3) Tri-Continental Corporation Authorization Form Incorporated by Reference Tri-Continental Corporation 333-255533 Post-Effective Amendment #1 on Form N-2 (q)(3) 4/27/2021
(q)(4) Tri-Continental Corporation Address Change Form Incorporated by Reference Tri-Continental Corporation 333-255533 Post-Effective Amendment #1 on Form N-2 (q)(4) 4/27/2021
(q)(5) Tri-Continental Corporation IRA Distribution Request Form Incorporated by Reference Tri-Continental Corporation 333-255533 Post-Effective Amendment #1 on Form N-2 (q)(5) 4/27/2021

 

Exhibit
Number 		Exhibit Description Filed Herewith or
Incorporated by Reference 		Information About the Filing that Includes the Document Incorporated by Reference
Registrant
that Made
the Filing 		File No.
of Such
Registrant 		Type of
Filing 		Exhibit of
Document
in that
Filing 		Filing
Date
(q)(6) Tri-Continental Corporation Name Change Authorization Form Incorporated by Reference Tri-Continental Corporation 333-255533 Post-Effective Amendment #1 on Form N-2 (q)(6) 4/27/2021
(r)(1) Code of Ethics adopted under Rule 17j-1 for Registrant, effective March 2019 Incorporated by Reference Columbia Funds Variable Series Trust II 333-146374 Post-Effective Amendment #68 on Form N-1A (p)(1) 4/26/2019
(r)(2) Columbia Threadneedle Investments Global Personal Account Dealing and Code of Ethics, effective December 2021 Incorporated by Reference Columbia Funds Series Trust I 2-99356 Post-Effective Amendment #392 on Form N-1A (p)(2) 2/17/2022
Item 26. Marketing Arrangements
Not Applicable.
Item 27. Other Expenses of Issuance and Distribution
   
Registration fees 0
NYSE listing fees 0
Registrar fees 0
Legal fees 0
Accounting fees 0
Miscellaneous (mailing, etc.) 0
Item 28. Persons Controlled by or Under Common Control with Registrant.
Seligman Data Corp., a New York Corporation, is owned by the Registrant and certain associated investment companies. The Registrant’s investment in Seligman Data Corp. is recorded at a cost of $43,681, as of December 31, 2021..
Item 29. Number of Holders of Securities.
As of March 31, 2022
Title of Class Number of Recordholders
$2.50 Cumulative Preferred 114
Common Stock 9,891
Warrants 72
Item 30. Indemnification.
Reference is made to the provisions of Article Eleventh of Registrant’s Amended and Restated Charter filed as an exhibit to Registrant’s Registration Statement on Form N-2 filed on April 16, 1998 and Article X of Registrant’s Amended and Restated By-laws filed on March 14, 2016 as Exhibit (b) to Post-Effective Amendment No. 19 to Registration Statement No. 333-104669 of the Registrant on Form N-2.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised by the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 31. Business and Other Connections of Investment Adviser.
To the knowledge of the Registrant, none of the directors or officers of Columbia Management Investment Advisers, LLC (Columbia Management), the Registrant’s investment adviser, except as set forth below, are or have been, at any time during the Registrant’s past two fiscal years, engaged in any other business, profession, vocation or employment of a substantial nature.

 

Columbia Management, a wholly owned subsidiary of Ameriprise Financial, Inc., performs investment advisory services for the Registrant and certain other clients. Information regarding the business of Columbia Management and the directors and principal officers of Columbia Management is also included in the Form ADV filed by Columbia Management with the SEC pursuant to the Investment Advisers Act of 1940 (File No. 801-25943), which is incorporated herein by reference. In addition to their position with Columbia Management, certain directors and officers of Columbia Management also hold various positions with, and engage in business for, Ameriprise Financial, Inc. or its other subsidiaries.
Item 32. Location of Accounts and Records
Persons maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940 and the Rules thereunder include:
■ Registrant, 290 Congress Street, Boston, MA, 02210 and 485 Lexington Avenue,12th Fl, New York, NY 10017;
■ Registrant’s investment adviser and administrator, Columbia Management Investment Advisers, LLC, 290 Congress Street, Boston, MA 02210;
■ Registrant’s transfer agent, Columbia Management Investment Services Corp., 290 Congress Street, Boston, MA 02210 and 10 Memorial Boulevard, 10th Floor, Providence, RI 02903;
■ Registrant’s custodian, JPMorgan Chase Bank, N.A., 1 Chase Manhattan Plaza, New York, NY 10005;
■ Registrant’s sub-transfer, dividend-paying and stockholder services agent, DST Asset Manager Solutions, Inc., 430 W 7th Street, Ste 219371, Kansas City, MO 64105-1407; and
■ Ameriprise Financial Services, LLC, 707 Second Avenue South, Minneapolis, MN 55402.
In addition, Iron Mountain Records Management is an off-site storage facility housing historical records that are no longer required to be maintained on-site. Records stored at this facility include various trading and accounting records, as well as other miscellaneous records. The address for Iron Mountain Records Management is 920 & 950 Apollo Road, Eagan, MN 55121, 175 Bearfoot Road, Northborough, MA, 01532 and 26 Parkway Drive, Scarborough, ME 04074.
Certain information on the above-referenced physical possession of accounts, books and other documents is also included in the Registrant’s filing on Form N-CEN filed with the Securities and Exchange Commission on March 15, 2022.
Item 33. Management Services
Not Applicable.
Item 34. Undertakings
I. Registrant undertakes:
(a)that, for the purpose of determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof.
(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)The undersigned Registrant hereby undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any prospectus or Statement of Additional Information.

 

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, TRI-CONTINENTAL CORPORATION has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, and the Commonwealth of Massachusetts on the 2nd day of June, 2022.
TRI-CONTINENTAL CORPORATION
By: /s/ Daniel J. Beckman
  Daniel J. Beckman
Director and President
Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated on the 2nd day of June, 2022.
Signature Capacity Signature Capacity
/s/ Daniel J. Beckman Director and President
(Principal Executive Officer) 		/s/ Kathleen A. Blatz* Director
Daniel J. Beckman Kathleen A. Blatz
/s/ Michael G. Clarke* Chief Financial Officer,
Principal Financial Officer
and Senior Vice President 		/s/ Pamela G. Carlton* Director
Michael G. Clarke Pamela G. Carlton
/s/ Joseph Beranek* Treasurer, Chief
Accounting Officer
(Principal Accounting Officer) and Principal Financial Officer 		/s/ Patricia M. Flynn* Director
Joseph Beranek Patricia M. Flynn
/s/ Douglas A. Hacker* Director and Co-Chair of the Board /s/ Brian J. Gallagher* Director
Douglas A. Hacker Brian J. Gallagher
/s/ Catherine James Paglia* Director and Co-Chair of the Board /s/ Minor M. Shaw* Director
Catherine James Paglia Minor M. Shaw
/s/ George S. Batejan* Director /s/ Sandra Yeager* Director
George S. Batejan Sandra Yeager
    
* By:
Name: 		/s/ Joseph D’Alessandro  
Joseph D’Alessandro**
Attorney-in-fact 		 
** Executed by Joseph D’Alessandro on behalf of Michael G. Clarke pursuant to a Power of Attorney, dated February 1, 2021, on behalf of Joseph Beranek pursuant to a Power of Attorney, dated January 3, 2020, on behalf of Sandra Yeager pursuant to a Power of Attorney, dated June 1, 2020, on behalf of Brian Gallagher pursuant to a Power of Attorney, dated February 14, 2020, on behalf of Douglas Hacker pursuant to a Power of Attorney, dated December 22, 2021, and on behalf of each of the other Directors pursuant to a Power of Attorney, dated February 1, 2018.

 

Columbia Seligman Premium Technology Growth Fund, Inc.
Tri-Continental Corporation
(each a “Registrant”)
POWER OF ATTORNEY
Each of the undersigned, as directors of the above listed investment companies that previously have filed registration statements and amendments thereto pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company Act of 1940 with the Securities and Exchange Commission, constitutes and appoints, Christopher O. Petersen, Paul B. Goucher, Michael E. DeFao, Ryan C. Larrenaga, Joseph D’Alessandro, and Megan E. Garcy, each individually, his or her true and lawful attorney-in-fact and agent (each an “Attorney-in-Fact”) with power of substitution or resubstitution, in any and all capacities, including without limitation in the undersigned’s capacity as a director of each Registrant, in the furtherance of the business and affairs of each Registrant: (i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be required to comply with the Securities Act of 1933, the Investment Company Act of 1940, the Securities Exchange Act of 1934 (together the “Acts”) and any other applicable federal securities laws, or rules, regulations or requirements of the U.S. Securities and Exchange Commission (“SEC”) in respect thereof, in connection with the filing and effectiveness of each Registrant’s Registration Statement regarding the registration of each Registrant or its shares of common stock, and any and all amendments thereto, including without limitation any reports, forms or other filings required by the Acts or any other applicable federal securities laws, or rules, regulations or requirements of the SEC; and (ii) to execute any and all federal, state or foreign regulatory or other required filings, including all applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be executed by, on behalf of, or for the benefit of, each Registrant. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be revoked with respect to any undersigned director by any subsequent power of attorney the undersigned may execute unless such subsequent power of attorney specifically refers to this Power of Attorney or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney (and unless otherwise required by a provision of law that cannot be waived). This Power of Attorney shall terminate automatically with respect to a Registrant if the undersigned ceases to hold the above-referenced office of the Registrant.

Dated: the 1st day of February, 2018

 

/s/ Edward J. Boudreau Director and Chair of the Board /s/ Patricia M. Flynn Director
Edward J. Boudreau Patricia M. Flynn
/s/ George S. Batejan Director /s/ Catherine James Paglia Director
George S. Batejan Catherine James Paglia
/s/ Kathleen A. Blatz Director /s/ Minor M. Shaw Director
Kathleen A. Blatz Minor M. Shaw
/s/ Pamela G. Carlton Director /s/ William F. Truscott Director
Pamela G. Carlton William F. Truscott
/s/ William P. Carmichael Director    
William P. Carmichael

 

Columbia Seligman Premium Technology Growth Fund, Inc.
Tri-Continental Corporation
(each a “Registrant”)
POWER OF ATTORNEY
The undersigned, as director of the above listed investment companies that previously have filed registration statements and amendments thereto pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company Act of 1940 with the Securities and Exchange Commission, constitutes and appoints, Christopher O. Petersen, Paul B. Goucher, Michael E. DeFao, Ryan C. Larrenaga, Joseph D’Alessandro, and Megan E. Garcy, each individually, his true and lawful attorney-in-fact and agent (each an “Attorney-in-Fact”) with power of substitution or resubstitution, in any and all capacities, including without limitation in the undersigned’s capacity as a director of each Registrant, in the furtherance of the business and affairs of each Registrant: (i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be required to comply with the Securities Act of 1933, the Investment Company Act of 1940, the Securities Exchange Act of 1934 (together the “Acts”) and any other applicable federal securities laws, or rules, regulations or requirements of the U.S. Securities and Exchange Commission (“SEC”) in respect thereof, in connection with the filing and effectiveness of each Registrant’s Registration Statement regarding the registration of each Registrant or its shares of common stock, and any and all amendments thereto, including without limitation any reports, forms or other filings required by the Acts or any other applicable federal securities laws, or rules, regulations or requirements of the SEC; and (ii) to execute any and all federal, state or foreign regulatory or other required filings, including all applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be executed by, on behalf of, or for the benefit of, each Registrant. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be revoked with respect to the undersigned director by any subsequent power of attorney the undersigned may execute unless such subsequent power of attorney specifically refers to this Power of Attorney or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney (and unless otherwise required by a provision of law that cannot be waived). This Power of Attorney shall terminate automatically with respect to a Registrant if the undersigned ceases to hold the above-referenced office of the Registrant.
Dated the 14th day of February, 2020
/s/ Brian J. Gallagher Director
Brian J. Gallagher

 

Columbia Seligman Premium Technology Growth Fund, Inc.
Tri-Continental Corporation
(each a “Registrant”)
POWER OF ATTORNEY
The undersigned, as director of the above listed investment companies that previously have filed registration statements and amendments thereto pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company Act of 1940 with the Securities and Exchange Commission, constitutes and appoints, Christopher O. Petersen, Michael E. DeFao, Ryan C. Larrenaga, Joseph D’Alessandro, and Megan E. Garcy, each individually, his true and lawful attorney-in-fact and agent (each an “Attorney-in-Fact”) with power of substitution or resubstitution, in any and all capacities, including without limitation in the undersigned’s capacity as a director of each Registrant, in the furtherance of the business and affairs of each Registrant: (i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be required to comply with the Securities Act of 1933, the Investment Company Act of 1940, the Securities Exchange Act of 1934 (together the “Acts”) and any other applicable federal securities laws, or rules, regulations or requirements of the U.S. Securities and Exchange Commission (“SEC”) in respect thereof, in connection with the filing and effectiveness of each Registrant’s Registration Statement regarding the registration of each Registrant or its shares of common stock, and any and all amendments thereto, including without limitation any reports, forms or other filings required by the Acts or any other applicable federal securities laws, or rules, regulations or requirements of the SEC; and (ii) to execute any and all federal, state or foreign regulatory or other required filings, including all applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be executed by, on behalf of, or for the benefit of, each Registrant. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be revoked with respect to the undersigned director by any subsequent power of attorney the undersigned may execute unless such subsequent power of attorney specifically refers to this Power of Attorney or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney (and unless otherwise required by a provision of law that cannot be waived). This Power of Attorney shall terminate automatically with respect to a Registrant if the undersigned ceases to hold the above-referenced office of the Registrant.
Dated the 22nd day of December, 2021.
/s/ Douglas A. Hacker Director
Douglas A. Hacker

 

Columbia Seligman Premium Technology Growth Fund, Inc.
Tri-Continental Corporation
(each a “Registrant”)
POWER OF ATTORNEY
The undersigned, as director of the above listed investment companies that previously have filed registration statements and amendments thereto pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company Act of 1940 with the Securities and Exchange Commission, constitutes and appoints, Christopher O. Petersen, Paul B. Goucher, Michael E. DeFao, Ryan C. Larrenaga, Joseph D’Alessandro, and Megan E. Garcy, each individually, her true and lawful attorney-in-fact and agent (each an “Attorney-in-Fact”) with power of substitution or resubstitution, in any and all capacities, including without limitation in the undersigned’s capacity as a director of each Registrant, in the furtherance of the business and affairs of each Registrant: (i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be required to comply with the Securities Act of 1933, the Investment Company Act of 1940, the Securities Exchange Act of 1934 (together the “Acts”) and any other applicable federal securities laws, or rules, regulations or requirements of the U.S. Securities and Exchange Commission (“SEC”) in respect thereof, in connection with the filing and effectiveness of each Registrant’s Registration Statement regarding the registration of each Registrant or its shares of common stock, and any and all amendments thereto, including without limitation any reports, forms or other filings required by the Acts or any other applicable federal securities laws, or rules, regulations or requirements of the SEC; and (ii) to execute any and all federal, state or foreign regulatory or other required filings, including all applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be executed by, on behalf of, or for the benefit of, each Registrant. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be revoked with respect to the undersigned director by any subsequent power of attorney the undersigned may execute unless such subsequent power of attorney specifically refers to this Power of Attorney or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney (and unless otherwise required by a provision of law that cannot be waived). This Power of Attorney shall terminate automatically with respect to a Registrant if the undersigned ceases to hold the above-referenced office of the Registrant.
Dated the 1st day of June, 2020.
/s/ Sandra Yeager Director
Sandra Yeager

 

Columbia Seligman Premium Technology Growth Fund, Inc.
Tri-Continental Corporation
(each a “Registrant”)
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint Joseph D’Alessandro, Paul B. Goucher, Ryan C. Larrenaga, Christopher O. Petersen, Michael E. DeFao and Megan E. Garcy, each individually, his true and lawful attorney-in-fact and agent (each an “Attorney-in-Fact”) with power of substitution or resubstitution, in any and all capacities, including without limitation in the undersigned’s capacity as Chief Financial Officer, Principal Financial Officer and Senior Vice President of each Registrant, in the furtherance of the business and affairs of each Registrant: (i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be required to comply with the Securities Act of 1933, the Investment Company Act of 1940, the Securities Exchange Act of 1934 (together the “Acts”) and any other applicable federal securities laws, or rules, regulations or requirements of the U.S. Securities and Exchange Commission (“SEC”) in respect thereof, in connection with the filing and effectiveness of each Registrant’s Registration Statement regarding the registration of each Registrant or its shares of common stock, and any and all amendments thereto, including without limitation any reports, forms or other filings required by the Acts or any other applicable federal securities laws, or rules, regulations or requirements of the SEC; and (ii) to execute any and all federal, state or foreign regulatory or other required filings, including all applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be executed by, on behalf of, or for the benefit of, each Registrant. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be revoked by any subsequent power of attorney I may execute unless such subsequent power of attorney specifically refers to this Power of Attorney or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney (and unless otherwise required by a provision of law that cannot be waived). This Power of Attorney shall terminate automatically with respect to a Registrant if the undersigned ceases to hold the above-referenced office(s) of the Registrant.
Dated: February 1, 2021
/s/ Michael G. Clarke
Michael G. Clarke

 

COLUMBIA FUNDS SERIES TRUST
COLUMBIA FUNDS SERIES TRUST II
COLUMBIA FUNDS VARIABLE SERIES TRUST II
COLUMBIA SELIGMAN PREMIUM TECHNOLOGY GROWTH FUND, INC.
TRI-CONTINENTAL COPORATION
(each a “Registrant”)
POWER OF ATTORNEY
The undersigned does hereby constitute and appoint Michael G. Clarke, Marybeth Pilat, Joseph D’Alessandro, Paul B. Goucher, Ryan C. Larrenaga, Christopher O. Petersen, Michael E. DeFao and Megan E. Garcy, each individually, his true and lawful attorney-in-fact and agent (each an “Attorney-in-Fact”) with power of substitution or resubstitution, in any and all capacities, including without limitation in the undersigned’s capacity as Treasurer, Chief Accounting Officer (Principal Accounting Officer), and Principal Financial Officer of each Registrant, in the furtherance of the business and affairs of each Registrant: (i) to execute any and all instruments which said Attorney-in-Fact may deem necessary or advisable or which may be required to comply with the Securities Act of 1933, the Investment Company Act of 1940, the Securities Exchange Act of 1934 (together the “Acts”) and any other applicable federal securities laws, or rules, regulations or requirements of the U.S. Securities and Exchange Commission (“SEC”) in respect thereof, in connection with the filing and effectiveness of each Registrant’s Registration Statement regarding the registration of each Registrant or its shares of beneficial interest, and any and all amendments thereto, including without limitation any reports, forms or other filings required by the Acts or any other applicable federal securities laws, or rules, regulations or requirements of the SEC; and (ii) to execute any and all federal, state or foreign regulatory or other required filings, including all applications with regulatory authorities, state charter or organizational documents and any amendments or supplements thereto, to be executed by, on behalf of, or for the benefit of, each Registrant. The undersigned hereby grants to each Attorney-in-Fact full power and authority to do and perform each and every act and thing contemplated above, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifies and confirms all that said Attorneys-in-Fact, individually or collectively, may lawfully do or cause to be done by virtue hereof.
This Power of Attorney shall not be revoked by any subsequent power of attorney I may execute unless such subsequent power of attorney specifically refers to this Power of Attorney or specifically states that the instrument is intended to revoke all prior general powers of attorney or all prior powers of attorney (and unless otherwise required by a provision of law that cannot be waived). This Power of Attorney shall terminate automatically with respect to a Registrant if the undersigned ceases to hold the above-referenced office(s) of the Registrant.
Dated: January 3, 2020
/s/ Joseph Beranek
Joseph Beranek

 

Exhibit Index
(k)(1)(i) Schedule A, dated July 1, 2021, and Schedule B to the Stockholder Service Agent Agreement, dated March 1, 2016, between the Registrant and Columbia Management Investment Services, Corp.
(k)(3) Fund of Funds Investment Agreement, dated January 24, 2022, between First Trust Portfolios L.P. and Tri-Continental Corporation and Columbia Seligman Premium Technology Growth Fund
(k)(4) Fund of Funds Investment Agreement, dated January 24, 2022, between First Trust CEF Income Opportunity ETF and Tri-Continental Corporation and Columbia Seligman Premium Technology Growth Fund

Schedule A

As of July 1, 2021

FEE SCHEDULE

Effective July 1, 2021, the Service Agent shall receive for services under this Agreement, with respect to Fund common share accounts, a $30.10 per account fee, accrued daily and payable monthly.

Schedule B

As of April 12, 2012

OUT-OF-POCKET EXPENSES

The Fund shall reimburse the Service Agent monthly for the following out-of-pocket expenses:

 

  •  

typesetting, printing, paper, envelopes, postage and return postage for proxy soliciting material, and proxy tabulation costs

 

  •  

printing, paper, envelopes and postage for dividend notices, dividend checks, records of account, purchase confirmations, sale or repurchase confirmations, checks issued in connection with the sale or repurchase of Fund shares, confirmations on changes of address and any other communication required to be sent to shareholders

 

  •  

typesetting, printing, paper, envelopes and postage for prospectuses, annual and semi-annual and quarterly reports, statements of additional information, supplements for prospectuses and statements of additional information and other required mailings to shareholders

 

  •  

stop orders

 

  •  

outgoing wire charges

 

  •  

charges of the Depository Trust Company in connection with settlement and related services provided to the Fund

 

  •  

other expenses incurred at the request or with the consent of the Fund

IN WITNESS WHEREOF, the parties hereto have caused the forgoing Schedule A and Schedule B to be duly executed as of June 15, 2021.

 

TRI-CONTINENTAL CORPORATION
By:  

/s/ Daniel J. Beckman

  Name: Daniel J. Beckman
  Title: President

 

COLUMBIA MANAGEMENT INVESTMENT SERVICES CORP.
By:  

/s/ Lyn Kephart-Strong

  Name: Lyn Kephart-Strong
  Title: President

RULE 12d1-4

UNIT INVESTMENT TRUST OF CLOSED-END FUNDS INVESTMENT AGREEMENT

This Agreement, dated as of January 24, 2022, between FT Series (the “Trust”) on behalf of each of its existing and future series that invests in an Acquired Fund in reliance on the Rule as such terms are defined below, severally and not jointly, (each, an “Acquiring Fund”), and each closed-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) advised by Columbia Management Investment Advisers, LLC (the “Adviser”), severally and not jointly (each an “Acquired Fund”).

WHEREAS, the Trust is registered with the U.S. Securities and Exchange Commission (“SEC”) as a unit investment trust under the 1940 Act and each Acquiring Fund is a series of the Trust;

WHEREAS, the Trust intends that this Agreement be applicable to its existing series as of the date hereof and all series subsequently established by the Trust;

WHEREAS, each Acquired Fund is registered with the SEC as a closed-end management investment company and advised by the Adviser and the parties hereto intend that this Agreement be applicable to all registered closed-end funds advised by the Adviser, as may be amended from time to time;

WHEREAS, Section 12(d)(1)(A) limits the extent to which a registered investment company may invest in shares of other registered investment companies, including, in pertinent part, Section 12(d)(1)(A)(i) which prohibits a registered investment company (and any company or companies controlled by it) to purchase or otherwise acquire any security issued by any other investment company if the acquiring company (and any company or companies controlled by it) immediately after such purchase or acquisition own in the aggregate more than 3% of the total outstanding voting stock of the acquired company (the “3% Limit”). Section 12(d)(1)(C) of the 1940 Act further limits the extent to which an investment company may invest in the shares of a registered closed-end investment company;

WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”) permits registered investment companies, such as the Acquiring Funds, to invest in shares of other registered investment companies, such as the Acquired Funds, in excess of the limits of Section 12(d)(1) of the 1940 Act subject to compliance with the conditions of the Rule; and

WHEREAS, an Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of certain limitations of Section 12(d)(1) in reliance on the Rule;

NOW THEREFORE, in consideration of the premises and the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

 

  1.

Terms of Investment.

(a) In accordance with the Rule, the Acquiring Funds and the Acquired Funds agree that the Acquiring Funds may invest in the Acquired Funds in reliance on the Rule and as provided herein.

(b) In order to help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, each Acquired Fund and each Acquiring Fund agree as follows:

(i) an Acquiring Fund and its advisory group as such term is defined in the Rule, will not control (individually or in the aggregate) an Acquired Fund;

(ii) no Acquiring Fund shall purchase or otherwise acquire securities issued by an Acquired Fund in excess of the limits in Section 12(d)(1)(A)(i) of the 1940 Act (i.e., the 3% Limit); and

(iii) (A) except as provided in (B) below, or otherwise required by the Acquiring Fund’s organizational documents or applicable law or rules thereunder, the Acquiring Fund will vote its securities held of an Acquired Fund in the same proportion as the vote of all other holders of such securities (“Echo Voting”).

(B) an Acquiring Fund will consider voting on a non-routine matter in its own discretion (rather than Echo Voting) if requested by the Acquired Fund. If an Acquired Fund requests that an Acquiring Fund consider a non-routine matter that is pending shareholder vote, the Acquired Fund must provide notice of the non-routine shareholder vote to the parties listed in Section 4 of this Agreement at least thirty (30) days prior to the vote. Upon a timely request, the Acquiring Fund will consider the non-routine matter and vote in accordance with the best interest of its unitholders or shareholders.

(c) In order to assist the Acquiring Fund’s principal underwriter or depositor with evaluating the complexity of the structure and the fees and expenses associated with an investment in an Acquired Fund, each Acquired Fund shall provide the respective Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by such Acquiring Fund with reference to the Rule. In accordance with the foregoing and in recognition of each Acquired Fund’s obligations regarding disclosure of material nonpublic information under applicable laws, rules and regulations, including without limitation Regulation FD, each Acquiring Fund and Acquired Fund agree that the information on fees and expenses of each Acquired Fund shall be provided through delivery or access to publicly available documents.

 

  2.

Representations of the Acquired Funds.

In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its staff from time to time, or this Agreement.

  3.

Representations of the Acquiring Funds.

In connection with any investment by an Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its staff from time to time, applicable to Acquiring Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if such Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its staff from time to time, or this Agreement.

 

  4.

Notices

All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered by registered or overnight mail or electronic mail to the address for each party specified below or to such other person or address as such party may designate for receipt of such notice.

 

If to the Acquiring Fund:    If to the Acquired Fund:

Alan Rooney

First Trust Portfolios L.P.

120 E. Liberty Drive, Suite 400

Wheaton, IL 60187

Email: [email protected]

   

Dan Beckman

c/o Columbia Threadneedle Investments

290 Congress St.

Boston, MA 02210

Email: [email protected]

With a copy to:

 

W. Scott Jardine, Esq.

Attn: Legal Department

First Trust Portfolios L.P.

120 E. Liberty Drive, Suite 400

Wheaton, IL 60187

Email: [email protected]

   

With a copy to:

 

Ryan Larrenaga

c/o Columbia Threadneedle Investments

290 Congress St.

Boston, MA 02210

Email: [email protected]

 

  5.

Term and Termination.

(a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Funds’ reliance on the Rule, as interpreted or modified by the SEC or its staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its staff from time to time, the Agreement shall continue in effect until terminated pursuant to this Section 5.

(b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Upon termination of this Agreement, the respective Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement, the Acquiring Fund will not be required to reduce its holdings of the respective Acquired Fund. Termination of this Agreement with respect to a particular Acquiring Fund and/or Acquired Fund shall not terminate the Agreement as to other Acquiring Funds and Acquired Funds that are parties hereto.

(c) This Agreement shall automatically terminate with respect to a particular Acquiring Fund upon the termination of such Acquiring Fund. Such termination of the Agreement on behalf of the respective Acquiring Fund shall not terminate this Agreement with respect to other Acquiring Funds and Acquired Funds that are parties hereto.

 

  6.

Survival Provision.

If this Agreement is terminated pursuant to Section 5(b) hereof with respect to an Acquiring Fund and corresponding Acquired Fund, the provisions set forth in Section 1(b)(iii) of the respective Acquiring Fund shall survive and be a continuing obligation of such Acquiring Fund so long as the Acquiring Fund holds the voting securities of the applicable Acquired Fund.

 

  7.

Assignment; Amendment; Miscellaneous

(a) This Agreement may not be assigned by either party without the prior written consent of the other.

(b) This Agreement may be amended only by a writing that is signed by each affected party.

(c) In any action involving the Acquiring Funds under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any other Acquiring Fund of the Trust.

(d) In any action involving the Acquired Funds under this Agreement, each Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any other Acquired Fund hereunder.

(e) The Acquiring Fund and Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

(f) For any Acquired Fund that is a Massachusetts business trust, a copy of the Declaration of Trust of such Acquired Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of the respective Acquired Fund shall have any personal liability under this Agreement and that this Agreement is binding only upon the assets and property of the applicable Acquired Fund.

(g) This Agreement shall be construed on behalf of an Acquired Fund in accordance with the laws of the State of organization of such Acquired Fund.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Tri-Continental Corporation

 

By:  

Ryan Larrenaga

Name:   Ryan Larrenaga
Title:   Senior Vice President

Columbia Seligman Premium Technology Growth Fund

 

By:  

/s/ Ryan Larrenaga

Name:   Ryan Larrenaga
Title:   Senior Vice President

FT SERIES ON BEHALF OF EACH OF ITS EXISTING AND FUTURE SERIES

BY: FIRST TRUST PORTFOLIOS L.P. ON BEHALF OF ACQUIRING FUNDS

 

 

/s/ James M. Dykas

Name:   James M. Dykas
Title:   Chief Financial Officer

RULE 12d1-4

EXCHANGE TRADED FUND OF CLOSED-END FUNDS INVESTMENT AGREEMENT

This Agreement, dated as of January 24, 2022, between First Trust CEF Income Opportunity ETF (the “Acquiring Fund”) and each closed-end investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) advised by Columbia Management Investment Advisers, LLC (the “Adviser”), severally and not jointly (each an “Acquired Fund”).

WHEREAS, the Acquiring Fund is a series of First Trust Exchange-Traded Fund VIII (the “Trust”) that is registered with the U.S. Securities and Exchange Commission (“SEC”) as an open-end management investment company under the 1940 Act and the Acquiring Fund operates as an exchange-traded fund;

WHEREAS, each Acquired Fund is registered with the SEC as a closed-end management investment company and advised by the Adviser and the parties hereto intend that this Agreement be applicable to all existing and future registered closed-end funds advised by the Adviser, as may be amended from time to time;

WHEREAS, Section 12(d)(1)(A) limits the extent to which a registered investment company may invest in shares of other registered investment companies, including, in pertinent part, Section 12(d)(1)(A)(i) which prohibits a registered investment company (and any company or companies controlled by it) to purchase or otherwise acquire any security issued by any other investment company if the acquiring company (and any company or companies controlled by it) immediately after such purchase or acquisition own in the aggregate more than 3% of the total outstanding voting stock of the acquired company (the “3% Limit”). Section 12(d)(1)(C) of the 1940 Act further limits the extent to which an investment company may invest in the shares of a registered closed-end investment company;

WHEREAS, Rule 12d1-4 under the 1940 Act (the “Rule”) permits registered investment companies, such as the Acquiring Fund, to invest in shares of other registered investment companies, such as the Acquired Fund, in excess of the limits of Section 12(d)(1) of the 1940 Act subject to compliance with the conditions of the Rule; and

WHEREAS, the Acquiring Fund may, from time to time, invest in shares of one or more Acquired Funds in excess of certain limitations of Section 12(d)(1) in reliance on the Rule;

NOW THEREFORE, in consideration of the premises and the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

  1.

Terms of Investment.

(a) In accordance with the Rule, the Acquiring Fund and the Acquired Funds agree that the Acquiring Fund may invest in the Acquired Funds in reliance on the Rule and as provided herein.

(b) In order to help reasonably address the risk of undue influence on an Acquired Fund by an Acquiring Fund, each Acquired Fund and the Acquiring Fund agree as follows:

(i) the Acquiring Fund and its advisory group as such term is defined in the Rule, will not control (individually or in the aggregate) an Acquired Fund;

(ii) the Acquiring Fund shall not purchase or otherwise acquire securities issued by an Acquired Fund in excess of the limits in Section 12(d)(1)(A)(i) of the 1940 Act (i.e., the 3% Limit); and

(iii) (A) except as provided in (B) below, or otherwise required by the Acquiring Fund’s organizational documents or applicable law or rules thereunder, the Acquiring Fund will vote its securities held of an Acquired Fund in the same proportion as the vote of all other holders of such securities (“Echo Voting”).

(B) an Acquiring Fund will consider voting on a non-routine matter in its own discretion (rather than Echo Voting) if requested by the Acquired Fund. If an Acquired Fund requests that an Acquiring Fund consider a non-routine matter that is pending shareholder vote, the Acquired Fund must provide notice of the non-routine shareholder vote to the parties listed in Section 4 of this Agreement at least thirty (30) days prior to the vote. Upon a timely request, the Acquiring Fund will consider the non-routine matter and vote in accordance with the best interest of its unitholders or shareholders.

(c) In order to assist the Acquiring Fund’s investment advisor with evaluating the complexity of the structure and the fees and expenses associated with an investment in an Acquired Fund, each Acquired Fund shall provide the Acquiring Fund with information on the fees and expenses of the Acquired Fund reasonably requested by the Acquiring Fund with reference to the Rule. In accordance with the foregoing and in recognition of each Acquired Fund’s obligations regarding disclosure of material nonpublic information under applicable laws, rules and regulations, including without limitation Regulation FD, the Acquiring Fund and Acquired Fund agree that the information on fees and expenses of each Acquired Fund shall be provided through delivery or access to publicly available documents.

 

  2.

Representations of the Acquired Funds.

In connection with any investment by the Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquired Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its staff from time to time, applicable to Acquired Funds; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquiring Fund if such Acquired Fund fails to comply with the Rule with respect to an investment by the Acquiring Fund, as interpreted or modified by the SEC or its staff from time to time, or this Agreement.

  3.

Representations of the Acquiring Fund.

In connection with any investment by the Acquiring Fund in an Acquired Fund in excess of the limitations in Section 12(d)(1)(A), the Acquiring Fund agrees to: (i) comply with all conditions of the Rule, as interpreted or modified by the SEC or its staff from time to time, applicable to the Acquiring Fund; (ii) comply with its obligations under this Agreement; and (iii) promptly notify the Acquired Fund if the Acquiring Fund fails to comply with the Rule with respect to its investment in such Acquired Fund, as interpreted or modified by the SEC or its staff from time to time, or this Agreement.

 

  4.

Notices

All notices, including all information that either party is required to provide under the terms of this Agreement and the Rule, shall be in writing and shall be delivered by registered or overnight mail or electronic mail to the address for each party specified below or to such other person or address as such party may designate for receipt of such notice.

 

If to the Acquiring Fund:    If to an Acquired Fund:

Kristi Maher

First Trust Advisors L.P.

120 E. Liberty Drive, Suite 400

Wheaton, IL 60187

Email: [email protected]

   

Dan Beckman

c/o Columbia Threadneedle Investments

290 Congress Street

Boston, MA 02210

Email: [email protected]

With a copy to:

 

W. Scott Jardine, Esq.

Attn: Legal Department

First Trust Advisors L.P.

120 E. Liberty Drive, Suite 400

Wheaton, IL 60187

Email: [email protected]

   

With a copy to:

 

Ryan Larrenaga

c/o Columbia Threadneedle Investments

290 Congress St.

Boston, MA 02210

Email: [email protected]

 

  5.

Term and Termination.

(a) This Agreement shall be effective for the duration of the Acquired Funds’ and the Acquiring Fund’s reliance on the Rule, as interpreted or modified by the SEC or its staff from time to time. While the terms of the Agreement shall only be applicable to investments in Acquired Funds made in reliance on the Rule, as interpreted or modified by the SEC or its staff from time to time, the Agreement shall continue in effect until terminated pursuant to this Section 5.

(b) This Agreement shall continue until terminated in writing by either party upon 60 days’ notice to the other party. Upon termination of this Agreement, the Acquiring Fund may not purchase additional shares of the Acquired Fund beyond the Section 12(d)(1)(A) limits in reliance on the Rule. For purposes of clarity, upon termination of the Agreement, the Acquiring Fund will not be required to reduce its holdings of the respective Acquired Fund. Termination of this Agreement with respect to a particular Acquired Fund shall not terminate the Agreement as to other Acquired Funds that are parties hereto.

 

  6.

Survival Provision

If this Agreement is terminated pursuant to Section 5(b) hereof with respect to the Acquiring Fund and corresponding Acquired Fund, the provisions set forth in Section 1(b)(iii) of the Acquiring Fund shall survive and be a continuing obligation of such Acquiring Fund so long as the Acquiring Fund holds the voting securities of the applicable Acquired Fund.

 

  7.

Assignment; Amendment; Miscellaneous

(a) This Agreement may not be assigned by either party without the prior written consent of the other.

(b) This Agreement may be amended only by a writing that is signed by each affected party.

(c) In any action involving the Acquiring Fund under this Agreement, each Acquired Fund agrees to look solely to the individual Acquiring Fund that is involved in the matter in controversy and not to any other series of the Trust.

(d) In any action involving the Acquired Funds under this Agreement, the Acquiring Fund agrees to look solely to the individual Acquired Fund that is involved in the matter in controversy and not to any other Acquired Fund hereunder.

(e) The Acquiring Fund and Acquired Funds may file a copy of this Agreement with the SEC or any other regulatory body if required by applicable law.

(f) The Trust is a Massachusetts business trust, a copy of the Declaration of Trust of such Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of the Trust or the Acquiring Fund shall have any personal liability under this Agreement and that this Agreement is binding only upon the assets and property of the Acquiring Fund. Similarly, for any Acquired Fund that is a Massachusetts business trust, a copy of the Declaration of Trust of such Acquired Fund is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that no trustee, officer, employee, agent, employee or shareholder of the respective Acquired Fund shall have any personal liability under this Agreement and that this Agreement is binding only upon the assets and property of the applicable Acquired Fund.

(g) This Agreement shall be construed on behalf of an Acquired Fund in accordance with the laws of the State of organization of such Acquired Fund.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Tri-Continental Corporation

 

By: /s/ Ryan Larrenaga                                

Name: Ryan Larrenaga

Title: Senior Vice President

Columbia Seligman Premium Technology Growth Fund

 

By: /s/ Ryan Larrenaga                                

Name: Ryan Larrenaga

Title: Senior Vice President

FIRST TRUST CEF INCOME OPPORTUNITY ETF,

A SERIES OF FIRST TRUST EXCHANGE-TRADED FUND VIII

 

By: /s/ James M. Dykas                                

Name: James M. Dykas

Title: President and CEO

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings