Federal Register / Vol. 75, No. 179 / Thursday, September 16, 2010 / Notices 56603 

POLICIES AND PRACTICES OF STORING, 

RETRIEVING, SAFEGUARDING, RETAINING, AND

DISPOSING OF RECORDS IN THE SYSTEM: 

DISCLOSURE TO CONSUMER REPORTING

AGENCIES: 

None 

STORAGE: 

Paper records will be stored in a 

locked file cabinet within OPM. Any 

electronic records will be maintained in 

electronic systems and will be backedup according to common convention. 

RETRIEVABILITY: 

Records will primarily be 

manipulated, managed and summarized 

using a unique number assigned to each 

appeal. However, information may also 

be accessible by name or social security 

number. 

SAFEGUARDS: 

Paper records will be delivered to a 

locked P.O. Box and kept in a locked 

file cabinet. Electronic records will be 

maintained on password protected 

computers and systems. All individuals 

with access to these records will receive 

a background check and privacy 

training before accessing any of the 

records. OPM also restricts access to the 

records on the databases to employees 

who have the appropriate clearance. 

RETENTION AND DISPOSAL: 

OPM will maintain the records for 6 

years. Computer records will be 

destroyed by electronic erasure. Any 

hard copies of records will be destroyed 

by shredding. A records retention 

schedule will be established with 

NARA. 

SYSTEM MANAGER AND ADDRESS: 

Christopher Layton, U.S. Office of 

Personnel Management, 1900 E Street, 

NW., Room 3415, Washington, DC 

20415. 

NOTIFICATION PROCEDURE: 

Individuals wishing to determine 

whether this system of records contains 

information about them may do so by 

writing to the U.S. Office of Personnel 

Management, FOIA Requester Service 

Center, 1900 E Street, NW., Room 5415, 

Washington, DC 20415–7900 or by 

emailing foia@opm.gov. 

Individuals must furnish the 

following information for their records 

to be located: 

a. Full name. 

b. Date and place of birth. 

c. Social Security Number. 

d. Signature. 

e. Available information regarding the 

type of information requested, including 

the name of the insurance plan involved 

in any appeal and the approximate date 

of the appeal. 

f. The reason why the individual 

believes this system contains 

information about him/her. 

g. The address to which the 

information should be sent. 

Individuals requesting access must 

also comply with OPM’s Privacy Act 

regulations regarding verification of 

identity and access to records (5 CFR 

part 297). 

In addition, the requester must 

provide a notarized statement or an 

unsworn declaration made in 

accordance with 28 U.S.C. 1746, in the 

following format: 

• If executed outside the United 

States: ‘I declare (or certify, verify, or 

state) under penalty of perjury under the 

laws of the United States of America 

that the foregoing is true and correct. 

Executed on [date]. [Signature].’ 

• If executed within the United 

States, its territories, possessions, or 

commonwealths: ‘I declare (or certify, 

verify, or state) under penalty of perjury 

that the foregoing is true and correct. 

Executed on [date]. [Signature].’ 

CONTESTING RECORD PROCEDURE: 

Individuals wishing to obtain a copy 

of their records or to request 

amendment of records about them 

should write to the Office of Personnel 

Management, ATTN: Lynelle Frye, 

Policy Analyst, Planning and Policy 

Analysis, Room 3415, Washington, DC 

20415, and furnish the following 

information for their records to be 

located: 

a. Full name. 

b. Date and place of birth. 

c. Social Security Number. 

d. Signature. 

e. Available information regarding the 

type of information that the individual 

seeks to have amended, including the 

name of the insurance plan involved in 

any appeal and the approximate date of 

the appeal. 

Individuals requesting amendment 

must also follow OPM’s Privacy Act 

regulations regarding verification of 

identity and amendment to records (5 

CFR part 297). 

In addition, the requester must 

provide a notarized statement or an 

unsworn declaration made in 

accordance with 28 U.S.C. 1746, in the 

following format: 

• If executed outside the United 

States: ‘I declare (or certify, verify, or 

state) under penalty of perjury under the 

laws of the United States of America 

that the foregoing is true and correct. 

Executed on [date]. [Signature].’ 

• If executed within the United 

States, its territories, possessions, or 

commonwealths: ‘I declare (or certify, 

verify, or state) under penalty of perjury 

that the foregoing is true and correct. 

Executed on [date]. [Signature].’ 

RECORD SOURCE CATEGORIES: 

Information in this system of records 

is obtained from: 

a. Individuals who request OPM 

review. 

b. Authorized representatives of 

covered individuals. 

c. Health care providers. 

d. Health insurance plans. 

e. Medical professionals providing 

expert medical review under contract 

with OPM. 

SYSTEM EXEMPTIONS: 

None. 

[FR Doc. 2010–23208 Filed 9–15–10; 8:45 am] 

BILLING CODE 6325–39–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

29415; File No. 812–13465] 

Tri-Continental Corporation, et al.; 

Notice of Application 

September 10, 2010. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of application under 

section 6(c) of the Investment Company 

Act of 1940 (‘‘Act’’) for an exemption 

from section 19(b) of the Act and rule 

19b–1 under the Act. 

SUMMARY: Summary of Application: 

Applicants request an order to permit 

certain registered closed-end investment 

companies to make periodic 

distributions of long-term capital gains 

with respect to their common shares as 

often as monthly in any one taxable 

year, and as frequently as distributions 

are specified by or in accordance with 

the terms of any preferred shares. 

Applicants: Tri-Continental 

Corporation (‘‘Tri-Continental’’), 

RiverSource LaSalle International Real 

Estate Fund, Inc. (‘‘RLIREF’’), Seligman 

Premium Technology Growth Fund, Inc. 

(‘‘SPTGF,’’ together with Tri-Continental 

and RLIREF, the ‘‘Funds’’), and 

Columbia Management Investment 

Advisers, LLC (the ‘‘Investment 

Adviser’’). 

DATES: Filing Dates: The application was 

filed on December 26, 2007, and 

amended on September 1, 2009, and 

May 13, 2010. Applicants have agreed to 

file an amendment during the notice 

period, the substance of which is 

reflected in this notice. 

Hearing or Notification of Hearing: An 

order granting the application will be 

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56604 Federal Register / Vol. 75, No. 179 / Thursday, September 16, 2010 / Notices 

1All registered closed-end investment companies 

that currently intend to rely on the order are named 

as applicants. Applicants request that the order also 

apply to each registered closed-end investment 

company that in the future: (a) Is advised by the 

Investment Adviser (including any successor in 

interest) or by an entity controlling, controlled by, 

or under common control (within the meaning of 

section 2(a)(9) of the Act) with the Investment 

Adviser; and (b) complies with the terms and 

conditions of the application (included in the term 

‘‘Funds’’). A successor in interest is limited to 

entities that result from a reorganization into 

another jurisdiction or a change in the type of 

business organization. 

issued unless the Commission orders a 

hearing. Interested persons may request 

a hearing by writing to the 

Commission’s Secretary and serving 

applicants with a copy of the request, 

personally or by mail. Hearing requests 

should be received by the Commission 

by 5:30 p.m. on October 4, 2010, and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Hearing requests should state 

the nature of the writer’s interest, the 

reason for the request, and the issues 

contested. Persons who wish to be 

notified of a hearing may request 

notification by writing to the 

Commission’s Secretary. 

ADDRESSES: Secretary, Securities and 

Exchange Commission, 100 F Street, 

NE., Washington, DC 20549–1090; 

Applicants: Tri-Continental, RLIREF, 

and SPTGF, 50605 Ameriprise Financial 

Center, Minneapolis, MN 55474; the 

Investment Adviser, 100 Federal Street, 

Boston, MA 02110. 

FOR FURTHER INFORMATION CONTACT: 

Christine Y. Greenlees, Senior Counsel, 

at (202) 551–6879, or Mary Kay Frech, 

Branch Chief, at (202) 551–6821 

(Division of Investment Management, 

Office of Investment Company 

Regulation). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or for an applicant using the 

Company name box, at http:// 

www.sec.gov/search/search.htm, or by 

calling (202) 551–8090. 

Applicants’ Representations 

1. Each of the Funds is a closed-end 

management investment company 

registered under the Act and 

incorporated in the State of Maryland.1

Tri-Continental’s investment objective is 

future growth of both capital and 

income while providing reasonable 

current income. Tri-Continental’s 

common shares are listed on the New 

York Stock Exchange (‘‘NYSE’’). TriContinental has also issued preferred 

shares. RLIREF’s primary investment 

objective is long-term capital 

appreciation and its secondary objective 

is current income. RLIREF’s common 

shares are listed on the NYSE. To date, 

RLIREF has not issued preferred shares. 

SPTGF’s primary investment objective 

is growth of capital and current income. 

SPTGF’s common shares are listed on 

the NYSE. To date, SPTGF has not 

issued preferred shares. Applicants 

believe that the shareholders of each 

Fund are generally conservative, 

dividend-sensitive investors who desire 

current income periodically and may 

favor a fixed distribution policy. 

2. The Investment Adviser, a whollyowned subsidiary of Ameriprise 

Financial, Inc., is registered under the 

Investment Advisers Act of 1940 

(‘‘Advisers Act’’). The Investment 

Adviser acts as investment adviser to 

the Funds. Each Fund will be advised 

by investment advisers that are 

registered under the Advisers Act. 

3. Applicants state that prior to 

implementing a distribution plan, the 

board of directors (the ‘‘Board’’) of each 

Fund, including a majority of the 

members of the Board who are not 

‘‘interested persons’’ of the Fund as 

defined in section 2(a)(19) of the Act 

(the ‘‘Independent Directors’’), will 

review information regarding the 

purpose and terms of a proposed 

distribution policy, the likely effects of 

such policy on the Fund’s long-term 

total return (in relation to market price 

and net asset value (‘‘NAV’’) per 

common share) and the relationship 

between such Fund’s distribution rate 

on its common shares under the policy 

and such Fund’s total return (in relation 

to NAV per share). Applicants state that 

the Independent Directors also will 

consider what conflicts of interest the 

Investment Adviser and the affiliated 

persons of the Investment Adviser and 

each such Fund might have with respect 

to the adoption or implementation of 

such policy. Applicants further state 

that after considering such information, 

the Board, including the Independent 

Directors, of each Fund will approve a 

distribution policy with respect to such 

Fund’s common shares (the ‘‘Plan’’) and 

will determine that such Plan is 

consistent with the Fund’s investment 

objective(s) and in the best interests of 

the Fund’s common shareholders. 

4. Applicants state that the purpose of 

each Fund’s Plan is to permit the Fund 

to distribute over the course of each 

year, through periodic distributions as 

nearly equal as practicable and any 

required special distributions, an 

amount closely approximating the total 

taxable income of such Fund during 

such year and, if so determined by its 

Board, all or a portion of the return of 

capital paid by portfolio companies to 

such Fund during such year. Applicants 

note that under the Plan, each Fund 

would distribute to its respective 

common shareholders a fixed monthly 

percentage of the market price of such 

Fund’s common shares at a particular 

point in time or a fixed monthly 

percentage of NAV at a particular time 

or a fixed monthly amount, any of 

which may be adjusted from time to 

time. Applicants further state that the 

minimum annual distribution rate 

would be independent of each Fund’s 

performance during any particular 

period, but would be expected to 

correlate with such Fund’s performance 

over time. Applicants explain that 

except for extraordinary distributions 

and potential increases or decreases in 

the final dividend periods in light of the 

Fund’s performance for the entire 

calendar year and to enable the Fund to 

comply with the distribution 

requirements of subchapter M of the 

Internal Revenue Code of 1986 (‘‘Code’’) 

for the calendar year, each distribution 

on the common shares would be at the 

stated rate then in effect. 

5. Applicants state that the Board of 

each of Tri-Continental and RLIREF has 

adopted policies and procedures under 

rule 38a–1 under the Act that are 

reasonably designed to ensure that all 

notices required to be sent to the Fund’s 

shareholders pursuant to section 19(a) 

of the Act, rule 19a–1 under the Act, 

and condition 4 below (each a ‘‘19(a) 

Notice’’) comply with condition 2.a. 

below, and that all other written 

communications by the Fund or its 

agents regarding distributions under the 

Plan include the disclosure required by 

condition 3.a. below. Applicants state 

that the Board of each of Tri-Continental 

and RLIREF also has adopted policies 

and procedures that require each of the 

Funds to keep records that demonstrate 

its compliance with all of the conditions 

of the requested order and that are 

necessary for such Fund to form the 

basis for, or demonstrate the calculation 

of, the amounts disclosed in its 19(a) 

Notices. SPTGF and any future Fund 

would adopt similar policies and 

procedures before relying on the 

requested relief. 

Applicants’ Legal Analysis 

1. Section 19(b) of the Act generally 

makes it unlawful for any registered 

investment company to make long-term 

capital gains distributions more than 

once every twelve months. Rule 19b–1 

under the Act limits the number of 

capital gains dividends, as defined in 

section 852(b)(3)(C) of the Code 

(‘‘distributions’’), that a fund may make 

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Federal Register / Vol. 75, No. 179 / Thursday, September 16, 2010 / Notices 56605 

2Applicants note that Tri-Continental is 

technically continuously distributing its common 

shares because it has outstanding warrants to 

purchase common stock, which were either issued 

prior to 1940 or in connection with a series of 

corporate acquisitions in the 1950s. In addition, TriContinental has a cash purchase plan that is part 

of a dividend reinvestment plan, which is described 

in its current prospectus and recently has 

accounted for less than .6% of the average issued 

and outstanding shares of common stock. 

3Returns of capital as used in the application 

means return of capital for financial accounting 

purposes and not for tax accounting purposes. 

with respect to any one taxable year to 

one, plus a supplemental ‘‘clean up’’ 

distribution made pursuant to section 

855 of the Code not exceeding 10% of 

the total amount distributed for the year, 

plus one additional capital gain 

dividend made in whole or in part to 

avoid the excise tax under section 4982 

of the Code. 

2. Section 6(c) provides that the 

Commission may, by order upon 

application, conditionally or 

unconditionally exempt any person, 

security, or transaction, or any class or 

classes of persons, securities or 

transactions, from any provision of the 

Act, if and to the extent that the 

exemption is necessary or appropriate 

in the public interest and consistent 

with the protection of investors and the 

purposes fairly intended by the policy 

and provisions of the Act. 

3. Applicants state that one of the 

concerns underlying section 19(b) and 

rule 19b–1 is that shareholders might be 

unable to differentiate between frequent 

distributions of capital gains and 

dividends from investment income. 

Applicants state, however, that rule 

19a–1 effectively addresses this concern 

by requiring that a separate statement 

showing the sources of a distribution 

(e.g., net investment income, net shortterm capital gains, net long-term capital 

gains and/or return of capital) 

accompany any distributions (or the 

confirmation of the reinvestment of 

distributions) estimated to be sourced in 

part from capital gains or capital. 

Applicants also state that the same 

information is included in each Fund’s 

annual reports to shareholders and 

similar information is included on its 

IRS Form 1099–DIV, which is sent to 

each common and preferred shareholder 

who received distributions during a 

particular year (including shareholders 

who have sold shares during the year). 

4. Applicants further state that each 

Fund will make the additional 

disclosures required by the conditions 

set forth below, and each of them has 

adopted, or will adopt, compliance 

policies and procedures in accordance 

with rule 38a–1 under the Act to ensure 

that all required 19(a) Notices and 

disclosures are sent to shareholders. 

Applicants argue that by providing the 

information required by section 19(a) 

and rule 19a–1, and by complying with 

the procedures adopted under the Plan 

and the conditions listed below, each 

Fund’s shareholders would be provided 

sufficient information to understand 

that their periodic distributions are not 

tied to the Fund’s net investment 

income (which for this purpose is each 

Fund’s taxable income other than from 

capital gains) and realized capital gains 

to date, and may not represent yield or 

investment return. Applicants also state 

that compliance with the Fund’s 

compliance procedures and condition 3 

set forth below will ensure that 

prospective shareholders and third 

parties are provided with the same 

information. Accordingly, applicants 

assert that continuing to subject the 

Funds to section 19(b) and rule 19b–1 

would afford shareholders no extra 

protection. 

5. Applicants note that section 19(b) 

and rule 19b–1 also were intended to 

prevent certain improper sales practices, 

including, in particular, the practice of 

urging an investor to purchase shares of 

a fund on the basis of an upcoming 

capital gains dividend (‘‘selling the 

dividend’’), where the dividend would 

result in an immediate corresponding 

reduction in NAV and would be in 

effect a taxable return of the investor’s 

capital. Applicants submit that the 

‘‘selling the dividend’’ concern should 

not apply to closed-end investment 

companies, such as the Funds, that do 

not continuously distribute shares.2

According to applicants, if the 

underlying concern extends to 

secondary market purchases of shares of 

closed-end funds that are subject to a 

large upcoming capital gains dividend, 

adoption of a periodic distribution plan 

actually helps minimize the concern by 

avoiding, through periodic 

distributions, any buildup of large endof-the-year distributions. 

6. Applicants also note that common 

shares of closed-end funds often trade in 

the marketplace at a discount to the 

funds’ NAV. Applicants believe that this 

discount may be reduced if the Funds 

are permitted to pay relatively frequent 

dividends on their common shares at a 

consistent rate, whether or not those 

dividends contain an element of capital 

gain. 

7. Applicants assert that the 

application of rule 19b–1 to a Plan 

actually could have an undesirable 

influence on portfolio management 

decisions. Applicants state that, in the 

absence of an exemption from rule 19b– 

1, the implementation of a periodic 

distribution plan imposes pressure on 

management (a) not to realize any net 

long-term capital gains until the point in 

the year that the fund can pay all of its 

remaining distributions in accordance 

with rule 19b–1, and (b) not to realize 

any long-term capital gains during any 

particular year in excess of the amount 

of the aggregate pay-out for the year 

(since as a practical matter excess gains 

must be distributed and accordingly 

would not be available to satisfy pay-out 

requirements in following years), 

notwithstanding that purely investment 

considerations might favor realization of 

long-term gains at different times or in 

different amounts. Applicants thus 

assert that by limiting the number of 

capital gain distributions that a fund 

may make with respect to any one year, 

rule 19b–1 may prevent the efficient 

operation of a periodic distribution plan 

whenever that fund’s realized net longterm capital gains in any year exceed 

the total of the periodic distributions 

that may include such capital gains 

under the rule. 

8. Applicants also assert that rule 

19b–1 may cause fixed regular periodic 

distributions under a periodic 

distribution plan to be funded with 

returns of capital 3 (to the extent net 

investment income and realized shortterm capital gains are insufficient to 

fund the distribution), even though 

realized net long-term capital gains 

otherwise could be available. To 

distribute all of a fund’s long-term 

capital gains within the limits in rule 

19b–1, a fund may be required to make 

total distributions in excess of the 

annual amount called for by its periodic 

distribution plan, or to retain and pay 

taxes on the excess amount. Applicants 

thus assert that the requested order 

would minimize these effects of rule 

19b–1 by enabling the Funds to realize 

long-term capital gains as often as 

investment considerations dictate 

without fear of violating rule 19b–1. 

9. Applicants state that Revenue 

Ruling 89–81 under the Code requires 

that a fund that has both common stock 

and preferred stock outstanding 

designate the types of income, e.g., 

investment income and capital gains, in 

the same proportion as the total 

distributions distributed to each class 

for the tax year. To satisfy the 

proportionate designation requirements 

of Revenue Ruling 89–81, whenever a 

fund has realized a long-term capital 

gain with respect to a given tax year, the 

fund must designate the required 

proportionate share of such capital gain 

to be included in common and preferred 

stock dividends. Applicants state that 

although rule 19b–1 allows a fund some 

flexibility with respect to the frequency 

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56606 Federal Register / Vol. 75, No. 179 / Thursday, September 16, 2010 / Notices 

4The disclosure in this condition 2.a.ii.(2) will be 

included only if the current distribution or the 

fiscal year-to-date cumulative distributions are 

estimated to include a return of capital. 

of capital gains distributions, a fund 

might use all of the exceptions available 

under the rule for a tax year and still 

need to distribute additional capital 

gains allocated to the preferred stock to 

comply with Revenue Ruling 89–81. 

10. Applicants assert that the 

potential abuses addressed by section 

19(b) and rule 19b–1 do not arise with 

respect to preferred stock issued by a 

closed-end fund. Applicants assert that 

such distributions are fixed or 

determined in periodic auctions by 

reference to short-term interest rates 

rather than by reference to performance 

of the issuer, and Revenue Ruling 89– 

81 determines the proportion of such 

distributions that are comprised of the 

long-term capital gains. 

11. Applicants also submit that the 

‘‘selling the dividend’’ concern is not 

applicable to preferred stock, which 

entitles a holder to no more than a 

periodic dividend at a fixed rate or the 

rate determined by the market, and, like 

a debt security, is priced based upon its 

liquidation value, dividend rate, credit 

quality, and frequency of payment. 

Applicants state that investors buy 

preferred shares for the purpose of 

receiving payments at the frequency 

bargained for, and do not expect the 

liquidation value of their shares to 

change. 

12. Applicants request an order under 

section 6(c) granting an exemption from 

section 19(b) and rule 19b–1 to permit 

each Fund to distribute periodic capital 

gain dividends (as defined in section 

852(b)(3)(C) of the Code) as often as 

monthly in any one taxable year in 

respect of its common shares and as 

often as specified by or determined in 

accordance with the terms thereof in 

respect of its preferred. 

Applicants’ Conditions 

Applicants agree that any order of the 

Commission granting the requested 

relief will be subject to the following 

conditions: 

1. Compliance Review and Reporting. 

Each Fund’s chief compliance officer 

will: (a) Report to the Fund’s Board, no 

less frequently than once every three 

months or at the next quarterly 

scheduled regular Board meeting, 

whether (i) the Fund and its Investment 

Adviser have complied with the 

conditions of the order, and (ii) a 

material compliance matter (as defined 

in rule 38a–1(e)(2) under the Act) has 

occurred with respect to such 

conditions; and (b) review the adequacy 

of the policies and procedures adopted 

by the Board no less frequently than 

annually. 

2. Disclosures to Fund Shareholders 

a. Each 19(a) Notice disseminated to 

the holders of the Fund’s common 

shares, in addition to the information 

required by section 19(a) and rule 19a– 

1: 

i. Will provide, in a tabular or 

graphical format: 

(1) The amount of the distribution, on 

a per share basis, together with the 

amounts of such distribution amount, 

on a per share basis and as a percentage 

of such distribution amount, from 

estimated: (A) Net investment income; 

(B) net realized short-term capital gains; 

(C) net realized long-term capital gains; 

and (D) return of capital or other capital 

source; 

(2) The fiscal year-to-date cumulative 

amount of distributions, on a per share 

basis, together with the amounts of such 

cumulative amount, on a per share basis 

and as a percentage of such cumulative 

amount of distributions, from estimated: 

(A) Net investment income; (B) net 

realized short-term capital gains; (C) net 

realized long-term capital gains; and (D) 

return of capital or other capital source; 

(3) The average annual total return in 

relation to the change in NAV for the 5- 

year period (or, if the Fund’s history of 

operations is less than five years, the 

time period commencing immediately 

following the Fund’s first public 

offering) ending on the last day of the 

month ended immediately prior to the 

most recent distribution record date 

compared to the current fiscal period’s 

annualized distribution rate expressed 

as a percentage of NAV as of the last day 

of the month prior to the most recent 

distribution record date; and 

(4) The cumulative total return in 

relation to the change in NAV from the 

last completed fiscal year to the last day 

of the month prior to the most recent 

distribution record date compared to the 

fiscal year-to-date cumulative 

distribution rate expressed as a 

percentage of NAV as of the last day of 

the month prior to the most recent 

distribution record date. Such 

disclosure shall be made in a type size 

at least as large and as prominent as the 

estimate of the sources of the current 

distribution; and 

ii. Will include the following 

disclosure: 

(1) ‘‘You should not draw any 

conclusions about the Fund’s 

investment performance from the 

amount of this distribution or from the 

terms of the Fund’s Plan’’; 

(2) ‘‘The Fund estimates that it has 

distributed more than its income and 

net realized capital gains; therefore, a 

portion of your distribution may be a 

return of capital. A return of capital may 

occur, for example, when some or all of 

the money that you invested in the 

Fund is paid back to you. A return of 

capital distribution does not necessarily 

reflect the Fund’s investment 

performance and should not be 

confused with ‘yield’ or ‘income’ ’’; 4 and 

(3) ‘‘The amounts and sources of 

distributions reported in this 19(a) 

Notice are only estimates and are not 

being provided for tax reporting 

purposes. The actual amounts and 

sources of the amounts for tax reporting 

purposes will depend upon the Fund’s 

investment experience during the 

remainder of its fiscal year and may be 

subject to changes based on tax 

regulations. The Fund will send you a 

Form 1099–DIV for the calendar year 

that will tell you how to report these 

distributions for Federal income tax 

purposes.’’ 

Such disclosure shall be made in a 

type size at least as large as and as 

prominent as any other information in 

the 19(a) Notice and placed on the same 

page in close proximity to the amount 

and the sources of the distribution. 

b. On the inside front cover of each 

report to shareholders under rule 30e– 

1 under the Act, the Fund will: 

i. Describe the terms of the Plan 

(including the fixed amount or fixed 

percentage of the distributions and the 

frequency of the distributions); 

ii. Include the disclosure required by 

condition 2.a.ii.(1) above; 

iii. State, if applicable, that the Plan 

provides that the Board may amend or 

terminate the Plan at any time without 

prior notice to Fund shareholders; and 

iv. Describe any reasonably 

foreseeable circumstances that might 

cause the Fund to terminate the Plan 

and any reasonably foreseeable 

consequences of such termination. 

c. Each report provided to 

shareholders under rule 30e–1 under 

the Act and each prospectus filed with 

the Commission on Form N–2 under the 

Act, will provide the Fund’s total return 

in relation to changes in NAV in the 

financial highlights table and in any 

discussion about the Fund’s total return. 

3. Disclosure to Shareholders, 

Prospective Shareholders and Third 

Parties 

a. Each Fund will include the 

information contained in the relevant 

19(a) Notice, including the disclosure 

required by condition 2.a.ii. above, in 

any written communication (other than 

a communication on Form 1099) about 

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Federal Register / Vol. 75, No. 179 / Thursday, September 16, 2010 / Notices 56607 

5 If the Fund has been in operation fewer than six 

months, the measured period will begin 

immediately following the Fund’s first public 

offering. 

6 If the Fund has been in operation fewer than five 

years, the measured period will begin immediately 

following the Fund’s first public offering. 

the Plan or distributions under the Plan 

by the Fund, or agents that the Fund has 

authorized to make such 

communication on the Fund’s behalf, to 

any Fund’s common shareholder, 

prospective common shareholder or 

third-party information provider; 

b. Each Fund will issue, 

contemporaneously with the issuance of 

any 19(a) Notice, a press release 

containing the information in the 19(a) 

Notice and file with the Commission the 

information contained in such 19(a) 

Notice, including the disclosure 

required by condition 2.a.ii. above, as an 

exhibit to its next filed Form N–CSR; 

and 

c. Each Fund will post prominently a 

statement on its (or the Investment 

Adviser’s) Web site containing the 

information in each 19(a) Notice, 

including the disclosure required by 

condition 2.a.ii. above, and will 

maintain such information on such Web 

site for at least 24 months. 

4. Delivery of 19(a) Notices to Beneficial 

Owners 

If a broker, dealer, bank or other 

person (‘‘financial intermediary’’) holds 

common stock issued by a Fund in 

nominee name, or otherwise, on behalf 

of a beneficial owner, the Fund: (a) Will 

request that the financial intermediary, 

or its agent, forward the 19(a) Notice to 

all beneficial owners of the Fund’s 

shares held through such financial 

intermediary; (b) will provide, in a 

timely manner, to the financial 

intermediary, or its agent, enough 

copies of the 19(a) Notice assembled in 

the form and at the place that the 

financial intermediary, or its agent, 

reasonably requests to facilitate the 

financial intermediary’s sending of the 

19(a) Notice to each beneficial owner of 

the Fund’s shares; and (c) upon the 

request of any financial intermediary, or 

its agent, that receives copies of the 

19(a) Notice, will pay the financial 

intermediary, or its agent, the 

reasonable expenses of sending the 19(a) 

Notice to such beneficial owners. 

5. Additional Board Determinations for 

Funds Whose Shares Trade at a 

Premium 

If: 

a. A Fund’s common shares have 

traded on the stock exchange that they 

primarily trade on at the time in 

question at an average premium to NAV 

equal to or greater than 10%, as 

determined on the basis of the average 

of the discount or premium to NAV of 

the Fund’s common shares as of the 

close of each trading day over a 12-week 

rolling period (each such 12-week 

rolling period ending on the last trading 

day of each week); and 

b. The Fund’s annualized distribution 

rate for such 12-week rolling period, 

expressed as a percentage of NAV as of 

the ending date of such 12-week rolling 

period, is greater than the Fund’s 

average annual total return in relation to 

the change in NAV over the 2-year 

period ending on the last day of such 

12-week rolling period; then: 

i. At the earlier of the next regularly 

scheduled meeting or within four 

months of the last day of such 12-week 

rolling period, the Board, including a 

majority of the Independent Directors: 

(1) Will request and evaluate, and the 

Fund’s Investment Adviser will furnish, 

such information as may be reasonably 

necessary to make an informed 

determination of whether the Plan 

should be continued or continued after 

amendment; 

(2) Will determine whether 

continuation, or continuation after 

amendment, of the Plan is consistent 

with the Fund’s investment objective(s) 

and policies and is in the best interests 

of the Fund and its shareholders, after 

considering the information in 

condition 5.b.i.(1) above; including, 

without limitation: 

(A) Whether the Plan is 

accomplishing its purpose(s); 

(B) The reasonably foreseeable 

material effects of the Plan on the 

Fund’s long-term total return in relation 

to the market price and NAV of the 

Fund’s common shares; and 

(C) The Fund’s current distribution 

rate, as described in condition 5.b. 

above, compared with the Fund’s 

average annual taxable income or total 

return over the 2-year period, as 

described in condition 5.b., or such 

longer period as the Board deems 

appropriate; and 

(3) Based upon that determination, 

will approve or disapprove the 

continuation, or continuation after 

amendment, of the Plan; and 

ii. The Board will record the 

information considered by it, including 

its consideration of the factors listed in 

condition 5.b.i.(2) above, and the basis 

for its approval or disapproval of the 

continuation, or continuation after 

amendment, of the Plan in its meeting 

minutes, which must be made and 

preserved for a period of not less than 

six years from the date of such meeting, 

the first two years in an easily accessible 

place. 

6. Public Offerings 

A Fund will not make a public 

offering of the Fund’s common shares 

other than: 

a. A rights offering below NAV to 

holders of the Fund’s common shares; 

b. An offering in connection with a 

dividend reinvestment and cash 

purchase plan, merger, consolidation, 

acquisition, spin-off or reorganization of 

the Fund or, in the case of TriContinental, in connection with its 

outstanding warrants (9,491 of which 

were outstanding on February 26, 2010); 

or 

c. An offering other than an offering 

described in conditions 6.a. and 6.b. 

above, provided that, with respect to 

such other offering: 

i. The Fund’s annualized distribution 

rate for the six months ending on the 

last day of the month ended 

immediately prior to the most recent 

distribution record date,5 expressed as a 

percentage of NAV per share as of such 

date, is no more than 1 percentage point 

greater than the Fund’s average annual 

total return for the 5-year period ending 

on such date; 6 and 

ii. The transmittal letter 

accompanying any registration 

statement filed with the Commission in 

connection with such offering discloses 

that the Fund has received an order 

under section 19(b) to permit it to make 

periodic distributions of long-term 

capital gains with respect to its common 

stock as frequently as twelve times each 

year, and as frequently as distributions 

are specified by or determined in 

accordance with the terms of any 

outstanding preferred stock as such 

Fund may issue. 

7. Amendments to Rule 19b–1 

The requested order will expire on the 

effective date of any amendment to rule 

19b–1 that provides relief permitting 

certain closed-end investment 

companies to make periodic 

distributions of long-term capital gains 

with respect to their outstanding 

common stock as frequently as twelve 

times each year. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. 2010–23113 Filed 9–15–10; 8:45 am] 

BILLING CODE 8010–01–P 

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