SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549SCHEDULE 14AProxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _____)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box: [ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Defininitive Additional Materials
[ ] Soliciting Material Pursuant to ยง 240.14a-12
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
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- 1) Title of Each class of securities to which transaction applies:
- 2) Aggregate number of securities to which transaction applies:
- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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D/B/A KARPUS INVESTMENT MANAGEMENT
IN OPPOSITION TO THE SOLICITATION BY THE BOARD OF DIRECTORS OF
(To be held on October 7, 2008)
Fellow shareholders:This Proxy Statement and the enclosed GREEN proxy card are being furnished to you, the stockholders of Tri-Continental Corporation ("TY" or the "Fund"), a Maryland corporation, in connection with the solicitation of proxies by Karpus Management, Inc. d/b/a Karpus Investment Management ("KIM" or "Karpus") for use at the at the Special Meeting of shareholders of the Fund, including any adjournments or postponements thereof and any consequent meeting that may be called (the "Meeting").The Fund has announced that a Special Meeting of shareholders of the Fund will be held at the offices of the Fund at 100 Park Avenue, New York, New York 10017, on October 7, 2008 at [Time] a.m/p.m. (E.S.T.). The Board of Directors for the Fund has fixed the close of business on July 17, 2008 as the record date for the determination of shareholders of the Fund entitled to notice of, and to vote at, the Meeting and any adjournments or postponements thereof (the "Record Date").There are two matters that the Fund has scheduled to be voted upon at the Meeting:
- (1) to approve a new Investment Management Services Agreement; and
(2) to elect 10 directors;
- KARPUS RECOMMENDS THAT YOU VOTE AGAINST PROPOSAL 1 AND WITHHOLD ALL ON EACH OF THE 10 BOARD NOMINEES IN PROPOSAL 2.
- Cody B. Bartlett Jr., CFA
Managing Director of Investments
Karpus Management, Inc., d/b/a Karpus Investment Management
183 Sully's Trail
Pittsford, New York 14534
(585) 586-4680
Voting Requirements
Regarding Proposal 1, approval of the Proposed Advisory Agreement requires the affirmative vote of a "majority of the outstanding voting securities" of the Fund, which for this purpose means the affirmative vote of the lesser of (a) 67% or more of the voting power of the voting securities of the Fund that are present at the Meeting or represented by proxy if holders of shares representing more than 50% of the voting power of the outstanding voting securities of the Fund are present or represented by proxy or (b) more than 50% of the voting power of the outstanding voting securities of the Fund. All shares of the Fund vote together as a single class on this Proposal 1.Regarding Proposal 2, all Nominees are to be elected by the holders of Common Shares and Preferred Shares, voting together as a single class. The Fund's Bylaws require each Nominee to be elected by the affirmative vote of the holders of a majority of the votes entitled to be cast in the election of a director.ProceduresFor the proxy solicited hereby to be voted, the enclosed GREEN proxy card must be signed, dated and returned to:- Karpus Management, Inc., d/b/a Karpus Investment Management
c/o [Proxy Solicitor]
[Address]
[City], [State] [Zip Code]
How shares will be voted
As stated previously, the presence in person or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the Meeting shall constitute a quorum. In the event that a quorum is not present at the Meeting or, even if a quorum is so present, the Fund has notified shareholders in its proxy statement in the event that sufficient votes in favor of any Board proposal (including the election of each of the Board's nominees for Director) are not received and tabulated prior to the time the Meeting is called to order, the chairman of the Meeting may adjourn the Meeting with no notice.Karpus also reserves such rights. Unless the Board agrees to support open-ending, a self-tender offer or some other substantive action to address the discount, we may not attend the meeting, we may not vote your shares, and your shares may not be counted toward a quorum. If you unconditionally want your shares to be represented at the meeting, you should not give us your proxy. If Karpus attends the meeting, unless you indicate otherwise, your shares will be voted AGAINST the approval of the new Investment Management Services Agreement and to WITHHOLD ALL on each of the 10 Board nominees.Shares represented by a GREEN proxy card where no specification has been made will be voted:- 1. AGAINST approving a new Investment Management Services Agreement;
2. to WITHHOLD ALL on each of the 10 Board nominees;And to vote and otherwise represent the undersigned on any procedural matter that may properly come before the meeting with respect to Proposal 1 or 2.
- Cody B. Bartlett Jr., CFA
Managing Director of Investments
Karpus Management, Inc., d/b/a Karpus Investment Management
183 Sully's Trail
Pittsford, New York 14534
(585) 586-4680
Stockholders of Tri-Continental Corporation, in Opposition to the Solicitation
by the Board of Directors at the Special Meeting of Stockholders to be held on October 7, 2008
THIS PROXY IS SOLICITED ON BEHALF OF KARPUS MANAGEMENT INC., D/B/A KARPUS INVESTMENT MANAGEMENT. THE BOARD OF DIRECTORS OF THE FUND IS NOT SOLICITING THIS PROXY.The undersigned, revoking prior proxies, hereby appoints Cody B. Bartlett Jr., Proxy with several powers of substitution, to vote all of the shares of stock of Tri-Continental Corporation owned by the undersigned and entitled to vote at the Special Meeting of Shareholders of the Fund to be held at 100 Park Avenue, New York, New York 10017 at [Time] a.m./p.m. (E.S.T.), or at any postponement or adjournment thereof, upon the following matters as described in the Notice of Meeting and accompanying Proxy Statement, which have been received by the undersigned. The undersigned expressly directs the proxy holders to decline to attend the Meeting unless Mr. Bartlett determines that the board has agreed to support open-ending, a self-tender offer or some other substantive action to address the discount. If Mr. Bartlett determines that the board has not agreed to support such action, Mr. Bartlett may not attend the Meeting, may not vote the undersigned's shares proxy, and the shares may not be counted toward a quoru m. Your shares will be voted as directed provided that Cody B. Bartlett Jr., the Soliciting Shareholder, has determined that the board has agreed to support substantive action to address the Fund's discount to net asset value. Otherwise, Mr. Bartlett may not attend the Meeting, may not vote your shares, and your shares may not be counted toward a quorum.If no direction is given on these proposals, this proxy card will be voted:
- (1) AGAINST approving a New Investment Management Services Agreement;(2) to WITHHOLD ALL on each of the 10 Board nominees;And to vote and otherwise represent the undersigned on any procedural matter that may properly come before the meeting with respect to Proposal 1 or 2.
(Continued and to be signed on the reverse side)
Unless the Board agrees to support open-ending, a self-tender offer or some other substantive action to address the discount, we may not attend the meeting, we may not vote your shares, and your shares may not be counted toward a quorum. If you do not believe the foregoing condition is reasonably specified or you unconditionally want your shares to be represented at the Meeting, you should not give us your proxy.[ ] To vote AGAINST all proposals in accord with Karpus' recommendations, mark this box. No other vote is necessary.Please mark boxes [X] in blue or black ink.
- (1) KARPUS RECOMMENDS THAT YOU VOTE AGAINST APPROVING A NEW INVESTMENT
MANAGEMENT SERVICES AGREEMENT
- To approve a new Investment Management Services Agreement.
-
[ ] AGAINST [ ] FOR [ ] ABSTAIN
[ ] WITHHOLD ALL [ ] For [ ] directors of which to hold office until the 2009 annual meeting of stockholders and until their successors are elected and qualify. [ ] [ ] [ ] [ ] [ ] For [ ] directors of which to hold office until the 2010 annual meeting of stockholders and until their successors are elected and qualify. [ ] [ ] [ ] [ ] For [ ] directors of which to hold office until the 201 annual meeting of stockholders and until their successors are elected and qualify. [ ] [ ] [ ] To withhold authority to vote for certain nominees only, mark "For All Except" and write each such nominee's name on the line below. [ ] FOR ALL EXCEPT Name of Director(s) Withholding: _______________________________________________________________________(3) To vote and otherwise represent the undersigned on any procedural matter that may properly come before the Meeting with respect to Proposal 1 or Proposal 2.
Signature of Stockholder:__________________________________ Signature of Stockholder:__________________________________ Date: _____________________________________________ Date: _____________________________________________
Note: Please sign exactly as your name or names appear on this Proxy and return promptly using the enclosed envelope. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.