UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ | Preliminary Proxy Statement. | |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)). | |
☒ | Definitive Proxy Statement. | |
☐ | Definitive Additional Materials. | |
☐ | Soliciting Material under §240.14a-12. |
TRI-CONTINENTAL CORPORATION
(Name of Registrant as Specified in its Charter)
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of Stockholders
and
Proxy Statement
9:00 a.m.
823 5th Avenue South
Minneapolis, MN 55404
Boston, Massachusetts 02210
Toll-Free Telephone (800) 345-6611
Notice of Annual Meeting of Stockholders to be held on June 25, 2024
By order of the Board of Directors, | |
Ryan C. Larrenaga | |
Secretary |
Boston, Massachusetts 02210
PROXY STATEMENT
Annual Meeting of Stockholders to be held on June 25, 2024
Name, Address, Year of Birth | Term of Office if Elected and Length of Time Served for the Corporation | Principal Occupation(s) During the Past Five Years and Other Relevant Professional Experience | Number of Funds in the Columbia Funds Complex Overseen | Present or Past Other Directorships During the Past Five Years and Other Relevant Board Experience | Committee Assignments |
George S. Batejan c/o Columbia Funds Complex, 290 Congress Street, Boston, MA 02210 1954 | 2024-2027 Director since January 2018 | Executive Vice President, Global Head of Technology and Operations, Janus Capital Group, Inc., 2010- 2016 | 161 | Former Chairman of the Board, NICSA (National Investment Company Services Association) (Executive Committee, Nominating Committee and Governance Committee), 2014- 2016; former Director, Intech Investment Management, 2011- 2016; former Board Member, Metro Denver Chamber of Commerce, 2015-2016; former Advisory Board Member, University of Colorado Business School, 2015-2018; former Board Member, Chase Bank International, 1993- 1994 | Compliance, Contracts, Investment Review |
Kathleen Blatz c/o Columbia Funds Complex, 290 Congress Street, Boston, MA 02210 1954 | 2024-2027 Director since November 2008 | Attorney, specializing in arbitration and mediation; Trustee of Gerald Rauenhorst 1982 Trusts, since 2020; Chief Justice, Minnesota Supreme Court, 1998-2006; Associate Justice, Minnesota Supreme Court, 1996- 1998; Fourth Judicial District Court Judge, Hennepin County, 1994- 1996; Attorney in private practice and public service, 1984-1993; State Representative, Minnesota House of Representatives, 1979-1993, which included service on the Tax and Financial Institutions and Insurance Committees; Member and Interim Chair, Minnesota Sports Facilities Authority, January-July 2017; Interim President and Chief Executive Officer, Blue Cross and Blue Shield of Minnesota (health care insurance), February-July 2018, April-October 2021 | 161 | Former Trustee, Blue Cross and Blue Shield of Minnesota, 2009- 2021 (Chair of the Business Development Committee, 2014- 2017; Chair of the Governance Committee, 2017-2019); former Member and Chair of the Board, Minnesota Sports Facilities Authority, January 2017- July 2017; former Director, Robina Foundation, 2009-2020 (Chair, 2014-2020); Director, Richard M. Schulze Family Foundation, since 2021 | Compliance, Contracts, Investment Review |
Name, Address, Year of Birth | Term of Office if Elected and Length of Time Served for the Corporation | Principal Occupation(s) During the Past Five Years and Other Relevant Professional Experience | Number of Funds in the Columbia Funds Complex Overseen | Present or Past Other Directorships During the Past Five Years and Other Relevant Board Experience | Committee Assignments |
Pamela G. Carlton c/o Columbia Funds Complex, 290 Congress Street, Boston, MA 02210 1954 | 2024-2027 Director since November 2008; Chair of the Board since January 2023 | President, Springboard- Partners in Cross Cultural Leadership (consulting company), since 2003; Managing Director of US Equity Research, JP Morgan Chase, 1999-2003; Director of US Equity Research, Chase Asset Management, 1996-1999; Co-Director Latin America Research, 1993-1996, COO Global Research, 1992-1996, Co-Director of US Research, 1991-1992, Investment Banker, 1982- 1991, Morgan Stanley; Attorney, Cleary Gottlieb Steen & Hamilton LLP, 1980-1982 | 161 | Trustee, New York Presbyterian Hospital Board, since 1996; Director, DR Bank (Audit Committee, since 2017 and Audit Committee Chair, since November 2023); Director, Evercore Inc. (Audit Committee, Nominating and Governance Committee) (financial services company), since 2019; Director, Apollo Commercial Real Estate Finance, Inc. (Chair, Nominating and Governance Committee), since 2021; the Governing Council of the Independent Directors Council (IDC), since 2021 | Board Governance, Contracts, Investment Review |
David M. Moffett c/o Columbia Funds Complex, 290 Congress Street Boston, MA 02210 1952 | 2024-2027 Director since January 2024 | Retired; former Chief Executive Officer of Freddie Mac and Chief Financial Officer of U.S. Bank | 161 | Director, CSX Corporation (transportation suppliers); Director, PayPal Holdings Inc. (payment and data processing services); former Director, eBay Inc. (online trading community), 2007- 2015; and former Director, CIT Bank, CIT Group Inc. (commercial and consumer finance), 2010-2016; former Senior Adviser to The Carlyle Group (financial services), March 2008- September 2008; former Governance Consultant to Bridgewater Associates (investment company), January 2013- December 2015 | Audit, Contracts, Investment Review |
Name, Address, Year of Birth | Term of Office and Length of Time Served for the Corporation | Principal Occupation(s) During the Past Five Years and Other Relevant Professional Experience | Number of Funds in the Columbia Funds Complex Overseen | Present or Past Other Directorships During the Past Five Years and Other Relevant Board Experience | Committee Assignments |
Janet Langford Carrig c/o Columbia Funds Complex, 290 Congress Street Boston, MA 02210 1957 | 2023-2025 Director since January 2023 | Senior Vice President, General Counsel and Corporate Secretary, ConocoPhillips (independent energy company), September 2007-October 2018 | 161 | Director, EQT Corporation (natural gas producer), since 2019; former Director, Whiting Petroleum Corporation (independent oil and gas company), 2020- 2022 | Board Governance, Contracts, Investment Review |
Patricia M. Flynn c/o Columbia Funds Complex, 290 Congress Street, Boston, MA 02210 1950 | 2023-2026 Director since November 2008 | Professor Emeritus of Economics and Management, Bentley University since 2023; Professor of Economics and Management, Bentley University, 1976-2023; Dean, McCallum Graduate School of Business, Bentley University, 1992- 2002 | 161 | Former Trustee, MA Taxpayers Foundation, 1997-2022; former Director, The MA Business Roundtable, 2003-2019; former Chairperson, Innovation Index Advisory Committee, MA Technology Collaborative, 1997- 2020 | Audit, Contracts, Investment Review |
Brian J. Gallagher c/o Columbia Funds Complex, 290 Congress Street, Boston, MA 02210 1954 | 2023-2026 Director since January 2020 | Retired; Partner with Deloitte & Touche LLP and its predecessors, 1977- 2016 | 161 | Trustee, Catholic Schools Foundation, since 2004 | Audit, Board Governance, Contracts, Investment Review |
Douglas A. Hacker c/o Columbia Funds Complex, 290 Congress Street Boston, MA 02210 1955 | 2022-2025 Director since January 2022 | Independent business executive since May 2006; Executive Vice President – Strategy of United Airlines, December 2002-May 2006; President of UAL Loyalty Services (airline marketing company), September 2001-December 2002; Executive Vice President and Chief Financial Officer of United Airlines, July 1999-September 2001 | 161 | Director, SpartanNash Company (food distributor), since November 2013 (Chair of the Board since May 2021); Director, Aircastle Limited (aircraft leasing), since August 2006 (Chair of Audit Committee); former Director, Nash Finch Company (food distributor), 2005-2013; former Director, SeaCube Container Leasing Ltd. (container leasing), 2010-2013; and former Director, Travelport Worldwide Limited (travel information technology), 2014-2019 | Audit, Board Governance, Contracts, Investment Review |
Name, Address, Year of Birth | Term of Office and Length of Time Served for the Corporation | Principal Occupation(s) During the Past Five Years and Other Relevant Professional Experience | Number of Funds in the Columbia Funds Complex Overseen | Present or Past Other Directorships During the Past Five Years and Other Relevant Board Experience | Committee Assignments |
Catherine James Paglia c/o Columbia Funds Complex, 290 Congress Street, Boston, MA 02210 1952 | 2023-2026 Director since November 2008 | Director, Enterprise Asset Management, Inc. (private real estate and asset management company), since September 1998; Managing Director and Partner, Interlaken Capital, Inc., 1989-1997; Vice President, 1982-1985, Principal, 1985-1987, Managing Director, 1987- 1989, Morgan Stanley; Vice President, Investment Banking, 1980-1982, Associate, Investment Banking, 1976-1980, Dean Witter Reynolds, Inc. | 161 | Director, Valmont Industries, Inc. (irrigation systems manufacturer), since 2012; Trustee, Carleton College (on the Investment Committee), since 1987; Trustee, Carnegie Endowment for International Peace (on the Investment Committee), since 2009 | Board Governance, Compliance, Contracts, Investment Review |
Sandra L. Yeager c/o Columbia Funds Complex, 290 Congress Street, Boston, MA 02210 1964 | 2022-2025 Director since June 2020 | Retired; President and founder, Hanoverian Capital, LLC (SEC registered investment advisor firm), 2008-2016; Managing Director, DuPont Capital, 2006-2008; Managing Director, Morgan Stanley Investment Management, 2004-2006; Senior Vice President, Alliance Bernstein, 1990- 2004 | 161 | Former Director, NAPE (National Alliance for Partnerships in Equity) Education Foundation, October 2016-October 2020; Advisory Board, Jennersville YMCA, June 2022-June 2023 | Audit, Contracts, Investment Review |
Name, Address, Year of Birth | Term of Office and Length of Time Served for the Corporation | Principal Occupation(s) During the Past Five Years and Other Relevant Professional Experience | Number of Funds in the Columbia Funds Complex Overseen | Present or Past Directorships During the Past Five Years and Other Relevant Board Experience | Committee Assignments |
Daniel J. Beckman c/o Columbia Funds Complex, 290 Congress Street, Boston, MA 02210 1962 | 2022-2025 Director since November 2021 and President since June 2021 | President and Principal Executive Officer of the Columbia Funds, since June 2021; Vice President, Columbia Management Investment Advisers, LLC, since April 2015; formerly, Vice President – Head of North America Product, Columbia Management Investment Advisers, LLC, April 2015 – December 2023; President and Principal Executive Officer, Columbia Acorn/Wanger Funds, since July 2021 | 161 | Director, Ameriprise Trust Company, since October 2016; Director, Columbia Management Investment Distributors, Inc. since November 2018; Board of Governors, Columbia Wanger Asset Management, LLC since January 2022 | None |
Independent Director/Nominee | Dollar Range of Equity Securities Owned by Director of the Corporation | Aggregate Dollar Range of Equity Securities Owned by Director or Nominee of All Funds Overseen by Director of the Columbia Funds Complex |
George S. Batejan | $1-$10,000 | Over $100,000(a) |
Kathleen Blatz | $1-$10,000 | Over $100,000 |
Pamela G. Carlton | $50,001-$100,000 | Over $100,000(a) |
Janet Langford Carrig | $1-$10,000 | Over $100,000(a) |
Patricia M. Flynn | $50,001-$100,000 | Over $100,000(a) |
Brian J. Gallagher | $1-$10,000 | Over $100,000(a) |
Douglas A. Hacker | $1-$10,000 | Over $100,000 |
David M. Moffett(b) | $1-$10,000 | Over $100,000(a) |
Catherine James Paglia | $1-$10,000 | Over $100,000(a) |
Sandra L. Yeager | $10,001-$50,000 | Over $100,000(a) |
(a)
Interested Director | Dollar Range of Equity Securities Owned by Director of the Corporation | Aggregate Dollar Range of Equity Securities Owned by Director or Nominee of All Funds Overseen by Director of the Columbia Funds Complex |
Daniel J. Beckman | $10,001-$50,000 | Over $100,000(a) |
Name, Address and Year of Birth | Position and Year First Appointed to Position for any Fund in the Columbia Funds Complex or a Predecessor Thereof | Principal Occupation(s) During Past Five Years |
Michael G. Clarke 290 Congress Street Boston, MA 02210 1969 | Chief Financial Officer and Principal Financial Officer (2009); Senior Vice President (2019); and Treasurer and Chief Accounting Officer (Principal Accounting Officer) (2024) | Senior Vice President and North America Head of Operations & Investor Services, Columbia Management Investment Advisers, LLC, since June 2023 (previously Senior Vice President and Head of Global Operations & Investor Services, March 2022 – June 2023, Vice President, Head of North America Operations, and Co- Head of Global Operations, June 2019 - February 2022 and Vice President – Accounting and Tax, May 2010 - May 2019); senior officer of Columbia Funds and affiliated funds, since 2002; Director, Ameriprise Trust Company, since June 2023. |
Marybeth Pilat 290 Congress Street Boston, MA 02210 1968 | Assistant Treasurer (2021) | Vice President – Product Pricing and Administration, Columbia Management Investment Advisers, LLC, since May 2017. |
William F. Truscott 290 Congress Street Boston, MA 02210 1960 | Senior Vice President (2001) | Formerly, Trustee/Director of Columbia Funds Complex or legacy funds, November 2001 – January 1, 2021; Chief Executive Officer, Global Asset Management, Ameriprise Financial, Inc., since September 2012; Chairman of the Board and President, Columbia Management Investment Advisers, LLC, since July 2004 and February 2012, respectively; Chairman of the Board and Chief Executive Officer, Columbia Management Investment Distributors, Inc., since November 2008 and February 2012, respectively; Chairman of the Board and Director, TAM UK International Holdings Limited, since July 2021; formerly Chairman of the Board and Director, Threadneedle Asset Management Holdings, Sàrl, March 2013 – December 2022 and December 2008 – December 2022, respectively; senior executive of various entities affiliated with Columbia Threadneedle Investments. |
Christopher O. Petersen 5228 Ameriprise Financial Center Minneapolis, MN 55474 1970 | Senior Vice President and Assistant Secretary (2021) | Formerly, Trustee/Director of funds within the Columbia Funds Complex, July 1, 2020 - November 22, 2021; Senior Vice President and Assistant General Counsel, Ameriprise Financial, Inc., since September 2021 (previously Vice President and Lead Chief Counsel, January 2015 - September 2021); formerly, President and Principal Executive Officer of the Columbia Funds, 2015 - 2021; officer of Columbia Funds and affiliated funds since 2007. |
Thomas P. McGuire 290 Congress Street Boston, MA 02210 1972 | Senior Vice President and Chief Compliance Officer (2012) | Vice President – Asset Management Compliance, Ameriprise Financial, Inc., since May 2010; Chief Compliance Officer, Columbia Acorn/Wanger Funds since December 2015; formerly, Chief Compliance Officer, Ameriprise Certificate Company, September 2010 – September 2020. |
Ryan C. Larrenaga 290 Congress Street Boston, MA 02210 1970 | Senior Vice President (2017), Chief Legal Officer (2017) and Secretary (2015) | Vice President and Chief Counsel, Ameriprise Financial, Inc., since August 2018 (previously Vice President and Group Counsel, August 2011 – August 2018); Chief Legal Officer, Columbia Acorn/Wanger Funds, since September 2020; officer of Columbia Funds and affiliated funds since 2005. |
Michael E. DeFao 290 Congress Street Boston, MA 02210 1968 | Vice President (2011) and Assistant Secretary (2010) | Vice President and Chief Counsel, Ameriprise Financial, Inc., since May 2010; Vice President, Chief Legal Officer and Assistant Secretary, Columbia Management Investment Advisers, LLC, since October 2021 (previously Vice President and Assistant Secretary, May 2010 – September 2021). |
Lyn Kephart-Strong 5903 Ameriprise Financial Center Minneapolis, MN 55474 1960 | Vice President (2015) | Vice President, Global Investment Operations Services, Columbia Management Investment Advisers, LLC, since 2010; Director (since January 2007) and President (since October 2014), Columbia Management Investment Services Corp.; Director (since December 2017) and President (since January 2017), Ameriprise Trust Company. |
Number of Independent Directors | Capacity in which Remuneration was Received | Aggregate Direct Remuneration |
10 | Director and Member of Committees | $ 58,019 |
Name | Aggregate Compensation From the Corporation | Pension or Retirement Benefits Accrued as Part of Corporation Expenses | Total Compensation From the Corporation and the Columbia Funds Complex(a)(b) |
George S. Batejan | $6,447(c) | 0 | $469,000 |
Kathleen Blatz | 6,447 | 0 | 481,000 |
Pamela G. Carlton | 6,447 | 0 | 560,000 |
Janet Langford Carrig | 6,447(c) | 0 | 484,000 |
Patricia M. Flynn | 6,447 | 0 | 451,000 |
Brian J. Gallagher | 6,447(c) | 0 | 499,000 |
Douglas A. Hacker | 6,447 | 0 | 466,000 |
David M. Moffett(d) | 0 | 0 | 456,000 |
Catherine James Paglia | 6,447 | 0 | 466,000 |
Sandra L. Yeager | 6,447(c) | 0 | 484,000 |
2023 | 2022 | |
AUDIT FEES* | $50,500 | $49,500 |
AUDIT-RELATED FEES* | — | — |
TAX FEES* | $12,900 | $16,300 |
ALL OTHER FEES* | — | — |
By order of the Board of Directors, | |
Ryan C. Larrenaga | |
Secretary |
TRI-CONTINENTAL CORPORATION
AUDIT COMMITTEE REPORT
OF THE BOARD OF DIRECTORS
Brian J. Gallagher
Patricia M. Flynn
Douglas A. Hacker
COLUMBIA MANAGEMENT
INVESTMENT ADVISERS, LLC,
A WHOLLY OWNED SUBSIDIARY OF
AMERIPRISE FINANCIAL, INC.
PO Box 43131 Providence, RI 02940-3131 | EVERY VOTE IS IMPORTANT | |||||
EASY VOTING OPTIONS: | ||||||
| VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours | |||||
VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours | ||||||
VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope | ||||||
VOTE IN PERSON Attend Stockholder Meeting at 823 5th Avenue South, Minneapolis, MN 55404 on June 25, 2024 | ||||||
Please detach at perforation before mailing.
TRI-CONTINENTAL CORPORATION ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 25, 2024 |
The undersigned stockholder of Tri-Continental Corporation, a Maryland corporation (the “Corporation”), hereby appoints Stacy Anderson, Daniel J. Beckman, Pamela G. Carlton, Joseph D’Alessandro, Megan E. Garcy, Amy Hackbarth, Ryan C. Larrenaga and Christopher O. Petersen (or any of them) as proxies for the undersigned, with full power of substitution in each of them, to attend the Annual Meeting of Stockholders of the Corporation, and any adjournments or postponements thereof (the “Meeting”), to be held at 9:00 a.m., local time, on June 25, 2024, at the Elliot Park Hotel, 823 5th Avenue South, Minneapolis, Minnesota 55404, and to cast on behalf of the undersigned all the votes the undersigned is entitled to cast at the Meeting and otherwise represent the undersigned at the Meeting with all the powers possessed by the undersigned if personally present at the Meeting. The undersigned acknowledges receipt of the Notice of Annual Meeting and of the accompanying Proxy Statement, the terms of which are incorporated by reference, and revokes any proxies heretofore given with respect to the Meeting.
The votes entitled to be cast by the undersigned will be cast as instructed on the reverse side. If this Proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be cast FOR each of the nominees of the Board of Directors (Proposal 1) and FOR the ratification of the selection of PricewaterhouseCoopers LLP as independent registered public accounting firm for the Corporation (Proposal 2). The votes entitled to be cast by the undersigned will be cast in the discretion of the Proxy holder on any other matter that may properly come before the Meeting (and any adjournment or postponement thereof), including, but not limited to, proposing and/or voting on adjournment or postponement of the Meeting with respect to one or more Board proposals, including, but not limited to, in the event that sufficient votes in favor of any Board proposal are not received. THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF DIRECTORS.
VOTE VIA THE INTERNET: www.proxy-direct.com | ||||
VOTE VIA THE TELEPHONE: 1-800-337-3503 | ||||
TYF_33768_041524
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE SIDE.
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EVERY STOCKHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to be held on June 25, 2024.
The Proxy Statement and Proxy Card for this Meeting are available at:
https://www.proxy-direct.com/col-33768
IF YOU VOTE ON THE INTERNET OR BY TELEPHONE,
YOU NEED NOT RETURN THIS PROXY CARD
Please detach at perforation before mailing.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” ALL NOMINEES (PROPOSAL 1) AND “FOR” THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CORPORATION (PROPOSAL 2), EACH AS MORE FULLY DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒
A | Proposals | |||||||||||||||||
1. | To elect four Directors: | FOR ALL | WITHHOLD ALL | FOR ALL EXCEPT | ||||||||||||||
01. 04. | George S. Batejan David M. Moffett | 02. Kathleen Blatz | 03. Pamela G. Carlton | ☐ | ☐ | ☐ | ||||||||||||
INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box | ||||||||||||||||||
“FOR ALL EXCEPT” and write the nominee’s number on the line provided below. | ||||||||||||||||||
FOR | AGAINST | ABSTAIN | ||||||||||||||||
2. | To ratify the selection of PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm. | ☐ | ☐ | ☐ | ||||||||||||||
3. | To vote and otherwise represent the undersigned on any other matter that may properly come before the Meeting (and any adjournment or postponement thereof), including proposing and/or voting on adjournment or postponement of the Meeting with respect to one or more Board proposals in the event that sufficient votes in favor of any Board proposal are not received), in the discretion of the Proxy holder.
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B | Authorized Signatures — This section must be completed for your vote to be counted.— Sign and Date Below | |||||||||||||||||
Note: | Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. |
Date (mm/dd/yyyy) — Please print date below | Signature 1 — Please keep signature within the box | Signature 2 — Please keep signature within the box | ||
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