sc13da1006290008_08192008.htm

0000921895-08-002246.txt : 20080821 0000921895-08-002246.hdr.sgml : 20080821 20080820173837 ACCESSION NUMBER: 0000921895-08-002246 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080821 DATE AS OF CHANGE: 20080820 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRI-CONTINENTAL CORP CENTRAL INDEX KEY: 0000099614 IRS NUMBER: 135441850 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81256 FILM NUMBER: 081030659 BUSINESS ADDRESS: STREET 1: 100 PARK AVENUE, STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128501864 MAIL ADDRESS: STREET 1: 100 PARK AVENUE STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: TRI CONTINENTAL CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN INVESTMENT LLC CENTRAL INDEX KEY: 0001286207 IRS NUMBER: 870623442 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7050 S. UNION PARK CENTER, SUITE 590 CITY: MIDVALE STATE: UT ZIP: 84047 BUSINESS PHONE: 801-568-1400 MAIL ADDRESS: STREET 1: 7050 S. UNION PARK CENTER, SUITE 590 CITY: MIDVALE STATE: UT ZIP: 84047 SC 13D/A 1 sc13da1006290008_08192008.htm AMENDMENT NO. 10 TO SCHEDULE 13D sc13da1006290008_08192008.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 10)1

Tri-Continental Corporation

(Name of Issuer)

Common Stock, par value $0.50 per share

(Title of Class of Securities)

895436103

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 19, 2008

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 895436103

1	NAME OF REPORTING PERSON WESTERN INVESTMENT LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 5,705,115
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 5,705,115
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,705,115
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 895436103

1	NAME OF REPORTING PERSON ARTHUR D. LIPSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO, PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 5,706,016
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 5,706,016
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,706,016
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.5%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 895436103

1	NAME OF REPORTING PERSON WESTERN INVESTMENT HEDGED PARTNERS L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,338,515
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,338,515
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,338,515
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 895436103

1	NAME OF REPORTING PERSON WESTERN INVESTMENT ACTIVISM PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,203,600
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,203,600
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,203,600
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 895436103

1	NAME OF REPORTING PERSON WESTERN INVESTMENT INSTITUTIONAL PARTNERS LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 644,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 644,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 644,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 895436103

1	NAME OF REPORTING PERSON WESTERN INVESTMENT TOTAL RETURN FUND LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 265,700
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 265,700
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 265,700
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 895436103

1	NAME OF REPORTING PERSON WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 253,300
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 253,300
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 253,300
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 895436103

1	NAME OF REPORTING PERSON BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,810,050
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,810,050
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,810,050
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.7%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 895436103

1	NAME OF REPORTING PERSON BENCHMARK PLUS PARTNERS, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,525,175
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,525,175
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,525,175
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.5%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 895436103

1	NAME OF REPORTING PERSON BENCHMARK PLUS MANAGEMENT, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,335,225
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,335,225
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,335,225
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 895436103

1	NAME OF REPORTING PERSON SCOTT FRANZBLAU
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,335,225
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,335,225
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,335,225
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 895436103

1	NAME OF REPORTING PERSON ROBERT FERGUSON
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,335,225
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,335,225
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,335,225
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.2%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 895436103

The following constitutes Amendment No. 10 (“Amendment No. 10”) to the Schedule 13D filed by the undersigned. This Amendment No. 10 amends the Schedule 13D as specifically set forth.

Item 2.

Identity and Background.

Item 2 is hereby amended and restated as follows:

(a) This statement is filed by Western Investment LLC, a Delaware limited liability company (“WILLC”), Western Investment Hedged Partners L.P., a Delaware limited partnership (“WIHP”), Western Investment Activism Partners LLC, a Delaware limited liability company (“WIAP”), Western Investment Institutional Partners LLC, a Delaware limited liability company (“WIIP”), Western Investment Total Return Partners L.P., a Delaware limited partnership (“WITRP”), Western Investment Total Return Fund Ltd., a Cayman Islands corporation (“WITRL”), Arthur D. Lipson (“Mr. Lipson,” and together with WILLC, WIHP, WIAP, WIIP, WITRP and WITRL, the “Western Entities”), Benchmark Plus Institutional Partners, L.L.C., a Delaware limited liability company (“BPIP”), Benchmark Plus Partners, L.L.C., a Delaware limited liability company (“BPP”), Benchmark Plus Management, L.L.C., a Delaware limited liability company (“BPM”), Scott Franzblau (“Mr. Franzblau”) and Robert Ferguson (“Mr. Ferguson,” and together with BPIP, BPP, BPM and Mr. Franzblau, the “Benchmark Entities”). Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

WILLC provides recommendations from time to time to BPP and BPIP with respect to purchases and sales of Shares of the Issuer, pursuant to an oral agreement between WILLC and BPP and BPIP.

WILLC has sole voting and investment power over WIHP’s, WIAP’s, WIIP’s, WITRP’s and WITRL’s security holdings and Mr. Lipson, in his role as the managing member of WILLC, controls WILLC’s voting and investment decisions. BPM is the managing member of each of BPIP and BPP, and Messrs. Franzblau and Ferguson, in their roles as managing members of BPM, have sole voting and investment control over BPIP’s and BPP’s security holdings.

(b) The principal business address of each of WILLC, WIHP, WIAP, WIIP, WITRP, WITRL and Mr. Lipson is 7050 S. Union Park Center, Suite 590, Midvale, Utah 84047. The officers and directors of WITRL and their principal occupations and business addresses are set forth on Schedule B and incorporated by reference in this Item 2.

The principal business address of each of BPIP, BPP, BPM, Mr. Franzblau and Mr. Ferguson is 820 A Street, Suite 700, Tacoma, Washington 98402.

(c) The principal business of WILLC is acting as the managing member of each of WIAP and WIIP, the investment manager of WITRL and the general partner of each of WIHP and WITRP. The principal occupation of Mr. Lipson is acting as managing member of WILLC. The principal business of each of WIHP, WIAP, WIIP, WITRP and WTIRL is acquiring, holding and disposing of investments in various companies.

The principal business of BPIP and BPP is acquiring, holding and disposing of investments in various companies. The principal business of BPM is acting as the managing member of BPIP and BPP. The principal occupation of Mr. Ferguson is acting as a managing member of BPM. The principal occupation of Mr. Franzblau is acting as a managing member of BPM.

CUSIP NO. 895436103

(d) No Reporting Person, nor any person listed on Schedule B annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person, nor any person listed on Schedule B annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Lipson, Mr. Franzblau and Mr. Ferguson are citizens of the United States of America.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated as follows:

The aggregate purchase price of the 5,705,115 shares of common stock, $.50 par value per share (the “Common Stock”) beneficially owned by WILLC is approximately $113,883,720, including brokerage commissions. The shares of Common Stock beneficially owned by WILLC were acquired with the working capital of each of WIHP, WIAP, WIIP, WITRP and WITRL. The aggregate purchase price of the 901 shares of Common Stock owned directly by Mr. Lipson is approximately $18,785, including brokerage commissions. The shares of Common Stock owned directly by Mr. Lipson were acquired with personal funds. The aggregate purchase price of the 3,335,225 shares of Common Stock beneficially owned by BPM is approximately $60,782,340, including brokerage commissions. The shares of Common Stock beneficially owned by BPM were acquired with the working capital of BPIP and the working capital of BPP.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On August 19, 2008 the Issuer entered into an agreement (the “Agreement”) with the Reporting Persons pursuant to which the Reporting Persons agreed to cast their votes in accordance with the recommendations of the Board of Directors of the Issuer (the “Board”) that stockholders approve the investment management services agreement between the Issuer and RiverSource Investments, LLC (the “Proposed Advisory Agreement”) and elect each of the director nominees to be elected by stockholders, at the special meeting of stockholders of the Issuer (the “Special Meeting”).

CUSIP NO. 895436103

The Agreement provides that, subject to certain conditions, if the Proposed Advisory Agreement is approved at the Special Meeting (or any adjournment or postponement thereof) and the acquisition of the Issuer’s manager, J. & W. Seligman & Co. Incorporated by Ameriprise Financial, Inc. occurs, the Issuer will promptly commence an in-kind tender offer for 35% of its then outstanding shares of Common Stock at a purchase price equal to 99.25% of net asset value per share at the close of business on the trading day following the expiration of such offer. The purchase price in the in-kind tender offer will be payable by the distribution of a portion of the Issuer’s investment portfolio, including distributable securities and cash, in such a manner that each stockholder whose shares are purchased will receive assets representing as closely as reasonably practicable a pro rata share of the Issuer’s portfolio. The Issuer has also agreed to commence, promptly upon completion and settlement of the in-kind tender offer, a cash tender offer for 12.5% of its then outstanding shares of Common Stock. The purchase price in the cash tender offer will be 99.25% of the net asset value per share at the close of business on the trading day following the expiration of the in-kind tender offer. The Issuer will not be obligated to commence the cash tender offer if the average price of the Issuer’s Common Stock during the five trading days preceding the expiration of the in-kind tender offer is 99.25% or more of the Issuer’s average daily net assets during that period.

Under the Agreement, the Issuer further agreed to extend its current distribution policy and open-market repurchase policy (each as described in the Issuer’s proxy statement dated April 13, 2007) until at least December 31, 2008.

The Reporting Persons agreed, subject to the terms of the Agreement, to refrain for a period of 15 years from taking certain actions, including acquisitions of securities of the Issuer, launching proxy contests, nominating directors and making stockholder proposals, which might affect control or management of the Issuer, and also agreed to ensure that its shares of the Issuer’s securities that the Reporting Persons may hold are present for quorum purposes at all meetings of the Issuer for the next 15 years. The Reporting Persons and the Issuer have also agreed to general releases of each other.

The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as exhibit 99.1 hereto and is incorporated herein by reference.

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

(a) The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 104,427,971 shares of Common Stock outstanding as of July 17, 2008, as reported in the Issuer’s Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on July 28, 2008.

As of the close of business on August 19, 2008, WIHP, WIAP, WIIP, WITRL and WITRP beneficially owned 2,338,515, 2,203,600, 644,000, 265,700 and 253,300 shares of Common Stock, respectively, constituting approximately 2.2%, 2.1%, less than 1%, less than 1% and less than 1%, respectively, of the shares of Common Stock outstanding. WILLC beneficially owned 5,705,115 shares of Common Stock, constituting approximately 5.5% of the shares of Common Stock outstanding. Mr. Lipson beneficially owned 5,706,016 shares of Common Stock, constituting approximately 5.5% of the shares of Common Stock outstanding.

CUSIP NO. 895436103

As the general partner, managing member or investment manager, as the case may be, of WIHP, WIAP, WIIP, WITRP and WITRL, WILLC may be deemed to beneficially own the 5,705,115 shares of Common Stock owned in the aggregate by WIHP, WIAP, WIIP, WITRL and WITRP. As the managing member of WILLC, Mr. Lipson may each be deemed to beneficially own the 5,705,115 shares of Common Stock beneficially owned by WILLC, in addition to the 901 shares of Common Stock owned directly by Mr. Lipson.

As of the close of business on August 19, 2008, BPIP and BPP beneficially owned 1,810,050 and 1,525,175 shares of Common Stock, respectively, constituting 1.7% and 1.5%, respectively, of the shares of Common Stock outstanding. As the managing member of BPIP and BPP, BPM may be deemed to beneficially own the 3,335,225 shares of Common Stock owned in the aggregate by BPIP and BPP, constituting approximately 3.2% of the shares of Common Stock outstanding. As managing members of BPM, Messrs. Franzblau and Ferguson may be deemed to beneficially own the 3,335,225 shares of Common Stock beneficially owned by BPM, constituting approximately 3.2% of the shares of Common Stock outstanding.

Each of the Western Entities disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other Reporting Persons.

Each of the Benchmark Entities disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other Reporting Persons.

(b) Each of WILLC and Mr. Lipson is deemed to have sole voting and dispositive power over the shares of Common Stock reported as beneficially owned by the Western Entities by virtue of their respective positions as described in paragraph (a).

Each of BPM, Mr. Ferguson and Mr. Franzblau is deemed to have sole voting and dispositive power over the shares of Common Stock reported as beneficially owned by the Benchmark Entities by virtue of their respective positions as described in paragraph (a).

None of the Western Entities has voting or dispositive control over the shares of Common Stock held by the other Reporting Persons. None of the Benchmark Entities has voting or dispositive control over the shares of Common Stock held by the other Reporting Persons.

(c) Schedule A annexed hereto lists all transactions in the shares of Common Stock by the Reporting Persons during the past 60 days.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.

(e) Not applicable.

CUSIP NO. 895436103

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On August 19, 2008, the Reporting Persons entered into the Agreement with the Issuer, the terms of which are described in Item 4.

As of the close of business on August 19, 2008, each of WIHP, WIAP and WIIP is a party to certain equity swap arrangements (the “Swap Arrangements”) with a financial institution (the “Bank”) as the counterparty. Pursuant to these Swap Arrangements, each of WIHP, WIAP and WIIP is obligated to pay to the Bank the equity notional amount on a total of 444,400, 439,200 and 97,400 shares of Common Stock, respectively, subject to the Swap Arrangements (the “Reference Shares”) as of the beginning of the valuation period (which resets monthly), plus interest. At the termination of the Swap Arrangements, the Bank is obligated to pay to each of WIHP, WIAP and WIIP the market value of their respective interest in the Reference Shares as of the end of the valuation period. Any dividends received by the Bank on the Reference Shares during the term of the Swap Arrangements will be paid to WIHP, WIAP and WIIP. All balances will be cash settled and there will be no transfer to WIHP, WIAP or WIIP of voting or dispositive power over the Reference Shares. The Swap Arrangements expire on May 5, 2009. The Reporting Persons disclaim beneficial ownership of the Reference Shares except to the extent of their pecuniary interest therein. The Reference Shares are not included as part of the totals, with respect to the Common Stock, disclosed herein by the Reporting Persons.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibit:

99.1

Agreement, dated as of August 19, 2008, by and among Arthur D. Lipson, Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Activism Partners LLC, Western Investment Institutional Partners LLC, Benchmark Plus Institutional Partners L.L.C., Benchmark Plus Management, L.L.C., Benchmark Plus Partners, L.L.C., Inc. and Tri-Continental Corporation.

CUSIP NO. 895436103

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 20, 2008	WESTERN INVESTMENT LLC

	By:	/s/ Arthur D. Lipson
		Name:	Arthur D. Lipson
		Title:	Managing Member

WESTERN INVESTMENT HEDGED PARTNERS L.P.

By:	Western Investment LLC
	General Partner

By:	/s/ Arthur D. Lipson
	Name:	Arthur D. Lipson
	Title:	Managing Member

WESTERN INVESTMENT ACTIVISM PARTNERS LLC

By:	Western Investment LLC
	Managing Member

By:	/s/ Arthur D. Lipson
	Name:	Arthur D. Lipson
	Title:	Managing Member

WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.

By:	Western Investment LLC
	General Partner

By:	/s/ Arthur D. Lipson
	Name:	Arthur D. Lipson
	Title:	Managing Member

CUSIP NO. 895436103

WESTERN INVESTMENT TOTAL RETURN FUND LTD.

By:	Western Investment LLC
	Investment Manager

By:	/s/ Arthur D. Lipson
	Name:	Arthur D. Lipson
	Title:	Managing Member

WESTERN INVESTMENT INSTITUTIONAL PARTNERS LLC

By:	Western Investment LLC
	Managing Member

By:	/s/ Arthur D. Lipson
	Name:	Arthur D. Lipson
	Title:	Managing Member

	/s/ Arthur D. Lipson
	ARTHUR D. LIPSON

BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.

By:	Benchmark Plus Management, L.L.C.
	Managing Member

By:	/s/ Robert Ferguson
	Name:	Robert Ferguson
	Title:	Managing Member

By:	/s/ Scott Franzblau
	Name:	Scott Franzblau
	Title:	Managing Member

BENCHMARK PLUS PARTNERS, L.L.C.

By:	Benchmark Plus Management, L.L.C.
	Managing Member

By:	/s/ Robert Ferguson
	Name:	Robert Ferguson
	Title:	Managing Member

By:	/s/ Scott Franzblau
	Name:	Scott Franzblau
	Title:	Managing Member

CUSIP NO. 895436103

BENCHMARK PLUS MANAGEMENT, L.L.C.

By:	/s/ Robert Ferguson
	Name:	Robert Ferguson
	Title:	Managing Member

By:	/s/ Scott Franzblau
	Name:	Scott Franzblau
	Title:	Managing Member

	/s/ Robert Ferguson
	ROBERT FERGUSON

	/s/ Scott Franzblau
	SCOTT FRANZBLAU

CUSIP NO. 895436103

SCHEDULE A

Transactions in the Shares of Common Stock During the Past 60 Days

Shares of Common Stock

Purchased

Price Per

Share($)

Date of

Purchase

WESTERN INVESTMENT TOTAL RETURN FUND LTD.

60,200	16.3866	07/07/08
40,200	16.6248	07/08/08
43,300	16.3802	07/10/08
62,400	16.1896	07/11/08
50,300	16.1502	07/14/08
9,300	15.8213	07/15/08

WESTERN INVESTMENT TOTAL RETURN PARTNERS L.P.

60,200	16.3866	07/07/08
40,200	16.6248	07/08/08
43,300	16.3802	07/10/08
50,000	16.1896	07/11/08
50,400	16.1502	07/14/08
9,200	15.8213	07/15/08

CUSIP NO. 895436103

SCHEDULE B

Directors and Officers of Western Investment Total Return Fund Ltd.

Name and Position	Principal Occupation	Principal Business Address

Don M. Seymour Director	Businessperson dms Management Ltd.	dms Management Ltd. PO Box 31910SMB George Town, Grand Cayman Cayman Islands

David Bree Director	Businessperson dms Management Ltd.	dms Management Ltd. PO Box 31910SMB George Town, Grand Cayman Cayman Islands

J.D. Clark & Co. Secretary	Trust Company	2225 Washington Blvd. Ogden, Utah 84401

EX-99.1 2 ex991to13da1006290008_081908.htm AGREEMENT ex991to13da1006290008_081908.htm

Exhibit 99.1

AGREEMENT

AGREEMENT, dated as of August 19, 2008, (this “Agreement”) by and among Arthur D. Lipson, Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Activism Partners LLC, Western Investment Institutional Partners LLC, Benchmark Plus Institutional Partners L.L.C., Benchmark Plus Management, L.L.C., Benchmark Plus Partners, L.L.C., Inc. (each such person a “Member” and collectively, the “Group”) and Tri-Continental Corporation (the “Fund”).

WHEREAS, certain of the Members have indicated that they wish to avoid a proxy solicitation contest in respect of approval of the proposed investment management services agreement (the “New Contract”) between the Fund and RiverSource Investments, LLC, a wholly-owned subsidiary of Ameriprise Financial, Inc. (“Ameriprise”), at the Fund’s Special Meeting of stockholders to be held on October 7, 2008 and that they desire the Fund to take certain actions that they believe may further reduce the trading discount of the Fund’s shares;

WHEREAS, the board of directors of the Fund has determined that, in the circumstances, it is in the best interests of the Fund to enter into this Agreement in order to resolve the differences between the Group and the Fund;

NOW, THEREFORE, in consideration of the premises and agreements herein set forth, and in the spirit of co-operation and good faith, the parties do hereby agree as follows:

SECTION 1. Definitions.

1.1 “1940 Act” means the Investment Company Act of 1940, as amended.

1.2 “Affiliated Person” has the meaning set forth in Section 2(a)(3) of the 1940 Act. For purposes of this Agreement, J. & W. Seligman & Co. Incorporated (“Seligman”) and its Affiliated Persons and related parties are Affiliated Persons of the Fund. For purposes of clarity, neither Seligman Select Municipal Fund, Inc. nor Seligman LaSalle International Real Estate Fund, Inc. shall be deemed to be an Affiliated Person of the Fund.

1.3 “Assignment Date” means the date on which the Fund’s management agreement with Seligman is terminated in accordance with its terms as a result of the acquisition of Seligman by RiverSource Investments, LLC.

1.4 “Confidentiality Agreement” has the meaning given in Section 5.5 hereof.

1.5 “New Contract” has the meaning given in the recitals above.

1.6 “Special Meeting” means the Fund’s special meeting of stockholders called to consider, among other things, the New Contract and the election of directors, including any postponements or adjournments thereof, and including any follow-on Special Meeting as contemplated in Section 5.10.

1.7 “Voting Securities” has the meaning set forth in Section 2(a)(42) of the 1940 Act.

SECTION 2. Covenants and Releases of the Group and Members. The agreements, representations and covenants provided herein are solely as to each such Member making them, and no Member makes any agreement, representation or covenant as to any other Member.

2.1 Each Member agrees that such Member will not, nor will such Member participate with the Group, nor, subject to Section 2.6, will any Affiliated Person of such Member, directly or indirectly, pursue or present to the Special Meeting, any proposal.

2.2 Each Member agrees that he/it will not, nor will such Member participate with the Group, nor, subject to Section 2.6, will any Affiliated Person of such member, directly or indirectly, alone or in concert with others, for a period of fifteen (15) years from the date of this Agreement, (a) initiate or encourage, or in any way participate in, any litigation, or seek to initiate or encourage any regulatory action or proceeding, against or on behalf of the Fund or any of its Affiliated Persons for any action or inaction by any such persons prior to the date of this Agreement that relates to the Fund; (b) make, or in any way participate in, any “solicitation” of “proxies” (as such terms are defined in Rule 14a-1 of Regulation 14A promulgated by the SEC pursuant to Section 14 of the Securities Exchange Act of 1934, disregarding clause (iv) of Rule 14a-1(l)(2) and including any solicitation that would otherwise be exempt pursuant to Rule 14a-2(b)), relating to the Fund’s Voting Securities (except that any Member shall provide proxies to the persons designated by the Fund’s board of directors as contemplated by Section 2.3); (c) call, or in any way participate in a call for, any meeting of stockholders of the Fund, or for any action by written consent of stockholders; (d) request, or take any action to obtain or retain any further list of holders of any securities of the Fund or otherwise seek to inspect any books or records of the Fund; (e) initiate or propose any stockholder proposal or participate in the making of, or solicit stockholders for the approval of, one or more stockholder proposals relating to the Fund that are not recommended by the Fund’s board of directors; (f) deposit any Voting Securities in a voting trust or subject them to any voting agreement or arrangements, other than as contemplated by this Agreement; (g) form, join or in any way participate in a group with respect to any Voting Securities (or any securities the ownership of which would make the owner thereof a beneficial owner of Voting Securities), other than the Group or a subset thereof; (h) otherwise act to control or influence the Fund or the management, board of directors, policies or affairs of the Fund including, without limitation, (1) soliciting or proposing to effect or negotiate any amendment to the bylaws of the Fund, or any form of business combination, restructuring, recapitalization, open-ending, liquidation, repurchase of shares or other extraordinary

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transaction involving the Fund, its securities or assets or (2) proposing any candidates for election to the board of directors or otherwise seeking board representation or the removal of any directors or a change in the composition or size of the board of directors of the Fund; (i) take any action or disclose any intent, purpose, plan or proposal with respect to this Agreement or the Fund, or the management, policies or affairs or securities or assets of the Fund that is inconsistent with this Agreement, including any action, intent, purpose, plan or proposal that is conditioned on, or would require, waiver, amendment, nullification or invalidation of any provision of this Agreement, or take any action that could require the Fund to make any public disclosure relating to any such intent, purpose, plan, proposal or condition; or (j) assist, advise, or encourage any person with respect to, or seek to do, any of the foregoing. Notwithstanding the foregoing, no Member of the Group shall be prohibited from taking any of the actions described in clauses (b), (d), (e), (g) and (h) above, including the nomination of persons for election as director, in connection with any meeting of stockholders of the Fund (other than the Special Meeting) until such time as the New Contract is approved by the Fund’s stockholders; provided that, promptly after approval of the New Contract by stockholders of the Fund at the Special Meeting, the Member shall cease any such actions and, if applicable, advise the Fund that it withdraws any such outstanding requests, nominations, or proposals.

2.3 Notwithstanding any other provision of this Agreement, each Member agrees that: (a) it shall cast all votes which it is entitled to cast by virtue of its ownership of Voting Securities of the Fund on any applicable record date at the Special Meeting in accordance with the recommendations of the Fund’s board of directors, as set forth in the Fund’s definitive proxy statement, as it may be amended or supplemented, relating to the Special Meeting; (b) it shall use its commercially reasonable efforts to cause all of the Voting Securities of the Fund for which such Member has the authority to vote to be counted (either by such Member attending the Fund’s meeting of stockholders or providing a proxy to the designees of the Fund’s board of directors) for the purpose of establishing a quorum at any meeting of stockholders for a period of fifteen (15) years from the date of this Agreement; (c) it shall hold and not sell or otherwise transfer all Voting Securities owned by it as of the date hereof (as indicated on Annex C), and the related voting rights, at least through the date of the Special Meeting; (d) to the extent the Member or any Affiliated Person thereof is from time to time party to a swap or other derivative instrument where its counterparty(ies) may own Voting Securities of the Fund, the Member agrees that it will make no recommendation to such counterparty(ies) (except as contemplated by Section 2.7) or otherwise seek in any way to influence the decision(s) of such counterparty(ies) as to (x) whether to cause such shares to be counted for the purpose of establishing a quorum at any meeting of stockholders or (y) how to vote such shares, in either case for a period of fifteen (15) years from the date of this Agreement; and (e) it shall tender into the In-Kind Offer contemplated by Section 3.2, and shall not withdraw, all Voting Securities of the Fund that it is entitled to tender. Following the Special Meeting, nothing herein shall limit the ability of a Member to sell or otherwise transfer any Voting Securities owned by it.

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2.4 Each Member agrees that neither he/it nor, subject to Section 2.6, any of his/its Affiliated Persons shall, for a period of fifteen (15) years from the date hereof, purchase or otherwise acquire a beneficial ownership interest, as determined in accordance with Rule 13d-3 of the rules under the Exchange Act, in, or acquire economic exposure through a swap or other derivative instrument to, Voting Securities of the Fund, provided that a Member’s acquisition of a beneficial ownership interest in or economic exposure to Voting Securities of the Fund from another Member, whether directly or indirectly, shall not be a violation of this Section 2.4 by the acquiring Member.

2.5 Each Member and the Group, as GROUP RELEASORS, for good and valuable consideration recited herein, the receipt and legal sufficiency of which is hereby acknowledged, release and discharge the Fund and all its past and/or present Affiliated Persons, stockholders, officers, directors, employees, agents, representatives, attorneys, insurers, fiduciaries, predecessors, heirs, executors, administrators, successors and assigns, in their individual and/or representative capacities, as FUND RELEASEES, from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law, admiralty or equity, which the GROUP RELEASORS or their past and/or present Affiliated Persons, stockholders, officers, directors, employees, agents, representatives, attorneys, insurers, fiduciaries, predecessors, heirs, executors, administrators, successors and assigns, in their individual and/or representative capacities, ever had, now have or hereafter can, shall or may have against the FUND RELEASEES for, upon, or by reason of any matter, cause or thing whatsoever concerning or in any way related to the Fund from the beginning of the world to the date of this Agreement.

2.6 Each Member will use his/its commercially reasonable efforts to cause each of his/its Affiliated Persons to observe each provision of this Agreement as if such Affiliated Person were a party to this Agreement.

2.7 Each Member agrees that, if and to the extent he/it receives inquiries from other stockholders of the Fund or their representatives (whether or not such other stockholders have previously been contacted by the Fund), he/it will express support for the recommendations of the Fund’s board of directors on matters to be voted on at the Special Meeting.

2.8 Each Member and the Group agrees that the Fund, without prejudice to any rights to judicial relief it may otherwise have, shall be entitled to seek equitable relief, including injunctive relief, in the event of any breach of the provisions of this Agreement. Each Member and the Group agrees that (i) neither he/it nor, subject to Section 2.6, any of his/its Affiliated Persons will oppose the granting of such relief on the basis that the Fund has an adequate remedy at law and (ii) each will be jointly and severally liable for any reasonable fees that the Fund may incur in enforcing this Agreement with respect to such Member, including but not limited to attorneys’ fees.

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2.9 Each Member and the Group agrees that no failure or delay by the Fund in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any such right, power or privilege.

SECTION 3. Covenants and Releases of the Fund.

3.1 The Fund agrees that neither it, nor, subject to the Fund’s commercially reasonable efforts to cause each of its Affiliated Persons to observe this Section 3.1, any Affiliated Person of it, will, directly or indirectly, alone or in concert with others, initiate or encourage, or in any way participate in, any litigation, or seek to initiate or encourage any regulatory action or proceeding, against or on behalf of a Member or the Group or any of his/its Affiliated Persons for any action or inaction of any such person prior to the date of this Agreement that relates to the Fund.

3.2 In the event the New Contract is approved by the Fund’s stockholders by the requisite vote at the Special Meeting, the Fund agrees to commence, promptly after the later to occur of the date of such approval and the Assignment Date, an in-kind tender offer in accordance with the terms and conditions set forth on the term sheet attached as Annex A hereto (the “In-Kind Offer”).

3.3 As soon as practicable after completion and settlement of the In-Kind Offer, including any necessary pro-ration of tendered shares and the in-kind distribution of the Fund’s portfolio securities, the Fund will commence a cash tender offer in accordance with the terms and conditions set forth on the term sheet attached as Annex B hereto; provided, however, that the Fund shall have no obligation to commence a cash tender offer if the volume-weighted average price of transactions in the Fund’s shares reported on the consolidated tape during the five trading days immediately preceding the expiration of the In-Kind Offer equals or exceeds 99.25% of the Fund’s average daily net assets during such five day period.

3.4 The Fund agrees that the next meeting of stockholders of the Fund will be the Special Meeting, which is currently scheduled to be held October 7, 2008, and to be held no later than November 14, 2008, subject to adjournment(s) thereof (and subject to the possibility of there being one or more follow-on Special Meetings as contemplated in Section 5.10), for the purpose of approving the New Contract for the Fund and the election of directors, and will include no matters to be considered that have been proposed by the Fund’s management or board of directors other than as described in the preliminary proxy statement filed with the Securities and Exchange Commission on July 28, 2008.

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3.5 The Fund agrees to continue its current distribution and stock buyback policies (as described in the Fund’s proxy statement dated April 13, 2007) until at least December 31, 2008.

3.6 The Fund, as FUND RELEASOR, for good and valuable consideration recited herein, the receipt and legal sufficiency of which is hereby acknowledged, releases and discharges each Member and the Group and all his/its past and/or present Affiliated Persons, stockholders, officers, directors, employees, agents, representatives, attorneys, insurers, fiduciaries, predecessors, heirs, executors, administrators, successors and assigns, in their individual and/or representative capacities, as GROUP RELEASEES, from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in law, admiralty or equity, which the FUND RELEASOR or its past and/or present Affiliated Persons, stockholders, officers, directors, employees, agents, representatives, attorneys, insurers, fiduciaries, predecessors, heirs, executors, administrators, successors and assigns, in their individual and/or representative capacities, ever had, now have or hereafter can, shall or may have against the GROUP RELEASEES for, upon, or by reason of any matter, cause or thing whatsoever concerning or in any way related to the Fund or the Group’s Schedule 13D relating to the Fund, as amended as of the day prior to this Agreement, filed by the Members relating to their ownership of the Fund’s securities, or the other matters disclosed therein, from the beginning of the world to the date of this Agreement.

3.7 The Fund agrees that each Member and the Group, without prejudice to any rights to judicial relief he/it may otherwise have, shall be entitled to seek equitable relief, including injunctive relief, in the event of any breach of the provisions of this Agreement. The Fund agrees that (i) neither it nor, subject to the Fund’s commercially reasonable efforts to cause each of its Affiliated Persons to observe this Section 3.7, any of its Affiliated Persons will oppose the granting of such relief on the basis that the Member or Group has an adequate remedy at law and (ii) the Fund will pay any reasonable fees that a Member may incur in enforcing this Agreement, including but not limited to attorneys’ fees.

3.8 The Fund agrees that no failure or delay by a Member or the Group in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any such right, power or privilege.

SECTION 4. Representations.

Each of the parties hereto represents and warrants with respect to itself that such party is duly authorized to execute, deliver and perform this Agreement, that this Agreement has been duly executed by such party and that this Agreement is a valid and binding agreement of such party. Each Member represents (as to itself only) that it beneficially owns or has economic exposure to (in the case of exposure through derivative contracts), the securities of the Fund listed opposite its name on Annex C as of the date of this Agreement, and no other securities of the Fund, and that it beneficially owned or had economic exposure to (in the case of exposure through derivative contracts) such securities (and no other securities) on July 17, 2008.

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SECTION 5. Miscellaneous.

5.1 This Agreement shall be construed in accordance with and governed by the laws of the State of New York (without regard to the principles of conflict of laws thereof).

5.2 This Agreement may be amended, modified or supplemented only by written agreement of all parties hereto.

5.3 This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

5.4 This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

5.5 This Agreement and: (i) the Confidentiality Agreement, dated as of July 21, 2008, among Arthur D. Lipson, Western Investment LLC, Western Investment Hedged Partners L.P., Western Investment Activism Partners LLC, Western Investment Institutional Partners LLC and the Fund and (ii) the Confidentiality Agreement, dated as of August 8, 2008, among Benchmark Plus Institutional Partners L.L.C., Benchmark Plus Management, L.L.C., Benchmark Plus Partners, L.L.C., Inc. and the Fund (collectively, the “Confidentiality Agreement”) embody the entire agreement and understanding of the parties hereto and thereto in respect of the subject matter contained herein. There are no other restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein or therein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter, other than the Confidentiality Agreement.

5.6 If any provision contained in this Agreement or the application thereof to any Member or any Affiliated Person of any of them, or any other person or circumstance shall be invalid, illegal or unenforceable in any respect under any applicable law as determined by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions contained in this Agreement, or the application of such provision to such persons or circumstances other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. In the case of any such invalidity, illegality or unenforceability, the parties hereto shall negotiate in good faith to agree upon a suitable and equitable provision to effect the original intent of the parties.

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5.7 Except as specifically contemplated herein, each Member agrees that, except to the extent otherwise required by law or order of a court of competent jurisdiction or as permitted in Section 5.8, it will not, nor, subject to Section 2.6, will any Affiliated Person of it, communicate, directly or indirectly, in any way with anyone, other than counsel to a Member who agrees to be bound by the terms of this Section 5.7, as to any litigation or the negotiations or circumstances leading to the execution of this Agreement except to the extent of referring to this obligation of confidentiality in response to unsolicited communications relating thereto. The Fund acknowledges and agrees that this Agreement will be filed as an exhibit to the Group’s Schedule 13D/A and the Group acknowledges and agrees that the Fund will file this Agreement as an exhibit to its Form 8-K as contemplated by Section 5.8.

5.8 The Fund agrees that, except to the extent otherwise required by law or order of a court of competent jurisdiction, or advised by counsel that such disclosure is necessary or appropriate, it will not disclose publicly the negotiations or circumstances leading to the execution of this Agreement, the terms of this Agreement or the parties to this Agreement. Notwithstanding the foregoing, each Member agrees and acknowledges that the Fund may issue a press release substantially in the form attached as Annex D hereto promptly after this agreement is entered into and may file a Report on Form 8-K having similar content and file or furnish this Agreement as an exhibit thereto, and the Fund may file and send to stockholders a proxy statement containing disclosure substantially in the form attached as Annex E hereto it being understood that such form is subject to revision in response to comments made by the Staff of the SEC.

5.9 Notwithstanding any provisions of this Agreement to the contrary, no provision of this Agreement shall prohibit any party from (a) filing any documents required by the SEC or applicable state securities agencies or making any other public disclosure required by the federal or state securities law, provided that the content of any document so filed does not violate any of the other terms and conditions of this Agreement unless such content constitutes disclosure required by any securities laws or rules or regulations promulgated from time to time by the SEC or applicable state securities agencies, (b) responding to any legal subpoena or other judicially enforceable written request from any court or governmental agency of competent jurisdiction and testifying truthfully pursuant to such subpoena or other request, (c) enforcing any rights of such party under this Agreement, or (d) , in the case of a Member, communicating with its actual or prospective clients or their representatives about such Member’s investment in the Fund or this settlement in a manner which would not reasonably be construed to be derogatory or critical of, or negative toward, the Fund.

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5.10 Early Termination. In the event that either:

(1) (a) a Termination Event occurs, (b) the Fund breaches any material provision of this Agreement including without limitation Sections 3.1, 3.2, 3.3, 3.4, or 3.5, or (c) subject to the proviso in Section 3.3, any of the tender offers described in Annex A and Annex B hereto shall not have been consummated in accordance with the terms thereof on or prior to June 30, 2009, then upon the earlier to occur of any such event, Sections 2.1, 2.2, 2.3, 2.4, 2.6, 2.7, 2.8 and 2.9 shall immediately terminate and be of no further force and effect; or

(2) (a) a Termination Event occurs or (b) any Member breaches any material provision of this Agreement including without limitation Sections 2.1, 2.2, 2.3, 2.4, 2.6 or 2.7 then Sections 3.1, 3.2, 3.3, 3.4, 3.5, 3.7 and 3.8 shall immediately terminate and be of no further force and effect with respect to each Member (in case of a Termination Event) or such Member (in the case of an event described in clause (2)(b) of this Section 5.10).

For the purposes of this Section 5.10 a “Termination Event” shall mean that the New Contract is not approved by the Fund’s stockholders at the Special Meeting currently scheduled for October 7, 2008 and is not subsequently approved by the Fund’s stockholders at one or more follow-on Special Meetings of the Fund’s stockholders held no later than February 15, 2009 for the purpose of approving the New Contract.

5.11 The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


WESTERN INVESTMENT LLC		WESTERN INVESTMENT HEDGED PARTNERS L.P.
By:		By: Western Investment LLC, Its General Partner
Name:	Arthur D. Lipson
Title:	Managing Member

		By:
		Name:	Arthur D. Lipson
		Title:	Managing Member

WESTERN INVESTMENT ACTIVISM PARTNERS LLC		WESTERN INVESTMENT INSTITUTIONAL PARTNERS LLC
By: Western Investment LLC, Its Managing Member		By: Western Investment LLC, Its Managing Manager

By:		By:
Name:	Arthur D. Lipson	Name:	Arthur D. Lipson
Title:	Managing Member	Title:	Managing Member

Arthur D. Lipson



BENCHMARK PLUS INSTITUTIONAL PARTNERS, L.L.C.		BENCHMARK PLUS MANAGEMENT, L.L.C
By: Benchmark Plus Management, L.L.C., Its Managing Member
By:		By:
By:		Name:	Scott Franzblau
Name:	Scott Franzblau	Title:	Managing Member
Title:	Managing Member	By:
By:		Name:	Robert Ferguson
Name:	Robert Ferguson	Title:	Managing Member
Title:	Managing Member

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BENCHMARK PLUS PARTNERS, L.L.C.
By: Benchmark Plus Management, L.L.C., Its Managing Member

By:
Name:	Scott Franzblau
Title:	Managing Member

By:
Name:	Robert Ferguson
Title:	Managing Member

TRI-CONTINENTAL CORPORATION

By:
Name:	Paul B. Goucher
Title:	Secretary

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Annex A

Term Sheet

TERM SHEET FOR IN-KIND TENDER OFFER

Maximum Number of Shares Offered to Purchase:		The Fund shall offer to purchase thirty-five percent (35%) of the total number of shares outstanding at the commencement of the tender offer.

Commencement Date of Tender Offer:		In the event the New Contract is approved by the Fund’s stockholders by the requisite vote at the Special Meeting, the Fund agrees to commence the Tender Offer, promptly after the later of the date of such approval and the Assignment Date.

Purchase Price per Tendered Share:		99.25% of net asset value per share determined as of the close of the regular trading session of the New York Stock Exchange on the trading day after the date the tender offer expires or such other trading date (or average net asset values on trading dates) selected prior to commencement of the tender offer by the Fund’s board of directors in its sole discretion.

Form of Purchase Consideration:		A pro rata portion of the Fund’s cash (or cash equivalents) and portfolio securities (other than securities that are not publicly traded, that would need to be registered under the U.S. Securities Act of 1933, as amended, if distributed in the tender offer, or that involve the assumption of contractual obligations or trading restrictions).

Expiration Date of Tender Offer:		At least 20 business days from the date the tender offer is commenced, as determined by the Fund’s board of directors in its sole discretion and subject to extension by the Fund’s board of directors in its sole discretion.

Pro Rationing:		If more than the above-referenced maximum number of shares are tendered, the Fund will purchase tendered shares on a pro rata basis (disregarding fractions) based upon the number of shares duly tendered (and not subsequently withdrawn) by or on behalf of each stockholder.


Conditions Relating to Regulatory Matters:		The tender offer shall be conducted in accordance with applicable law, including the Securities Exchange Act of 1934, the Investment Company Act of 1940 and the rules thereunder. The Fund does not currently intend to seek a private letter or similar ruling from the Internal Revenue Service. If Fund counsel selected by the board of directors do not advise the Fund to the effect that, by distributing portfolio securities to participating stockholders, the Fund and those stockholders who continue to hold shares after the tender offer will avoid the recognition of capital gains for U.S. federal income tax purposes that would otherwise be incurred if participating stockholders were to receive cash consideration for their shares, then the board of directors may delay commencement of the tender offer until a private letter or similar ruling to that effect can be obtained. If the board of directors determines in its sole discretion that such ruling cannot be obtained, or can be obtained only with conditions or a delay the board of directors determines in its sole discretion to be impracticable or unreasonable, then the board of directors may elect either to proceed with the tender offer as originally contemplated (and with possible tax consequences involving recognition of capital gains to the Fund or stockholders upon exchange of portfolio securities for tendered shares) or to change the consideration for the tender offer to cash (with corresponding tax consequences involving recognition of capital gains upon exchange) instead of portfolio securities, but otherwise to continue the other terms in this term sheet.

Other Conditions:		The Fund shall not be required to conduct or, if commenced, to complete the tender offer if: • The Fund is not able through commercially reasonable efforts to procure portfolio securities for purposes of conducting the tender offer in an orderly manner and consistent with the Fund’s investment objective, policies and status as a regulated investment company under the Internal Revenue Code of 1986, as amended, in order to provide sufficient consideration to repurchase shares tendered pursuant to the tender offer; or • There shall be instituted, pending or threatened before any governmental entity or court any action, proceeding, application or claim, or there shall be any judgment, order or injunction sought or any other action taken by any person or entity, which restrains, prohibits or materially delays the making or consummation of the tender offer, challenges the

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		acquisition by the Fund of any shares pursuant to the tender offer or the Board’s fulfillment of its fiduciary obligations in connection with the tender offer or otherwise, seeks to obtain any material amount of damages in connection with the tender offer or in relation to other Fund share repurchases, or otherwise directly or indirectly adversely affects the tender offer, other Fund share repurchases or the Fund; or • There shall have occurred (i) any general suspension of trading in or limitation on prices for securities on the New York Stock Exchange, any other exchange on which the Fund’s shares are traded or other exchange on which portfolio securities held by the Fund are traded; (ii) any declaration of a banking moratorium or similar action material adverse to the Fund by U.S. federal or state authorities or any foreign jurisdiction, or any suspension of payment material to the Fund by banks in the United States, the State of New York, or any other jurisdiction; (iii) any limitation having a material adverse effect on the Fund that is imposed by U.S. federal or state authorities, or by any governmental authority of any foreign jurisdiction, with respect to the extension of credit by lending institutions or the convertibility of foreign currencies; (iv) the commencement of war, armed hostilities, or any other international or national calamity directly involving the United States other than any such event which is currently occurring; or (v) any other event or condition which, in the judgment of the board of directors, would have a material adverse effect on the Fund if the tender offer were consummated; or • The board of directors determines that effecting the tender offer would be inconsistent with applicable legal requirements or would constitute a breach of the fiduciary duties of the board of directors owed to the Fund or its stockholders. In the event that any of the foregoing events occurs and the tender offer is not conducted or completed, the Fund shall use its best efforts to complete the tender offer promptly following the satisfaction or cessation of the event or circumstances which resulted in the suspension of the tender offer.

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Annex B

Term Sheet

TERM SHEET FOR CASH TENDER OFFER

Maximum Number of Shares Offered to Purchase:		The Fund shall offer to purchase twelve and one-half percent (12.5%) of the total number of shares of its common stock outstanding at the commencement of the tender offer.

Commencement Date of Tender Offer:		As soon as practicable after completion and settlement of the In-Kind Offer described in Annex A, including any necessary pro-ration of tendered shares and the in-kind distribution of the Fund’s portfolio securities.

Discount-Related Condition to Commencement of Tender Offer:		The Fund shall have no obligation to commence a cash tender offer if the volume-weighted average price of transactions in the Fund’s shares reported on the consolidated tape during the five trading days immediately preceding the expiration of the In-Kind Offer equals or exceeds 99.25% of the Fund’s average daily net assets during such five day period.

Purchase Price per Tendered Share:		99.25% of net asset value per share determined as of the close of the regular trading session of the New York Stock Exchange on the trading day after the date the tender offer expires or such other trading date (or average net asset values on trading dates) selected prior to commencement of the tender offer by the Fund’s board of directors in its sole discretion.

Form of Purchase Consideration:		Cash

Expiration Date of Tender Offer:		At least 20 business days from the date the tender offer is commenced, as determined by the Fund’s board of directors in its sole discretion and subject to extension by the Fund’s board of directors in its sole discretion.

Pro Rationing:		If more than the above-referenced maximum number of shares are tendered, the Fund will purchase tendered shares on a pro rata basis (disregarding fractions) based on upon the number of shares duly tendered (and not subsequently withdrawn) by or on behalf of each stockholder.

Conditions Relating to Regulatory Matters:		The tender offer shall be conducted in accordance with applicable law, including the Securities Exchange Act of 1934, the Investment Company Act of 1940 and the rules thereunder.

Other Conditions:		The Fund shall not be required to conduct or, if commenced, to complete the tender offer if: • There shall be instituted, pending or threatened before any governmental entity or court any action, proceeding, application or claim, or there shall be any judgment, order or injunction sought or any other action taken by any person or entity, which restrains, prohibits or materially delays the making or consummation of the tender offer, challenges the acquisition by the Fund of any shares pursuant to the tender offer or the Board’s fulfillment of its fiduciary obligations in connection with the tender offer or otherwise, seeks to obtain any material amount of damages in connection with the tender offer or in relation to other Fund share repurchases, or otherwise directly or indirectly adversely affects the tender offer, other Fund share repurchases or the Fund; or • There shall have occurred (i) any general suspension of trading in or limitation on prices for securities on the New York Stock Exchange, any other exchange on which the Fund’s shares are traded or other exchange on which portfolio securities held by the Fund are traded; (ii) any declaration of a banking moratorium or similar action material adverse to the Fund by U.S. federal or state authorities or any foreign jurisdiction, or any suspension of payment material to the Fund by banks in the United States, the State of New York, or any other jurisdiction; (iii) any limitation having a material adverse effect on the Fund that is imposed by U.S. federal or state authorities, or by any governmental authority of any foreign jurisdiction, with respect to the extension of credit by lending institutions or the convertibility of foreign currencies; (iv) the commencement of war, armed hostilities, or any other international or national calamity directly involving the United States other than any such event which is currently occurring; or (v) any other event or condition which, in the judgment of the board of directors, would have a material adverse effect on the Fund if the tender offer were consummated; or • The board of directors determines that effecting the tender offer would be inconsistent with applicable legal requirements or would constitute a breach of the fiduciary duties of the board of directors owed to the Fund or its stockholders.

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		In the event that any of the foregoing events occurs and the tender offer is not conducted or completed (other than if the tender offer is not conducted as a result of the Discount-Related Condition), the Fund shall use its best efforts to complete the tender offer promptly following the satisfaction or cessation of the event or circumstances which resulted in the suspension of the tender offer.

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Annex C

	Securities of Fund Owned as of July 17, 2008 and as of the date of the Agreement			Voting Securities of the Fund (consisting solely of shares of Common Stock) to which the Member has Economic Exposure through one or More Derivative Contracts
Name of Member	Shares of Common Stock	Warrants	Shares of Preferred Stock	As of July 17, 2008	As of date of Agreement
Arthur D. Lipson	5,706,016 (includes shares beneficially owned by other members of the Western Group)	N/A	N/A	975,900 (includes economic position held by other members of the Western Group)	981,000

Western Investment LLC	5,705,115 (includes shares beneficially owned by other members of the Western Group)	N/A	N/A	975,900 (includes economic position held by other members of the Western Group)	981,000

Western Investment Activism Partners LLC	2,203,600	N/A	N/A	439,200	439,200

Western Investment Hedged Partners L.P.	2,338,515	N/A	N/A	439,300	444,400

Western Investment Institutional Partners LLC	644,000	N/A	N/A	97,400	97,400

Benchmark Plus Institutional Partners, L.L.C.	1,810,050	N/A	N/A	N/A	N/A

Benchmark Plus Management, L.L.C.	3,335,225 (includes shares beneficially owned by other Benchmark funds)	N/A	N/A	N/A	N/A

Benchmark Plus Partners, L.L.C.	1,525,175	N/A	N/A	N/A	N/A

Annex D

FOR IMMEDIATE RELEASE

Tri-Continental Corporation (NYSE: TY) Announces Agreement with Certain Stockholders, including Western Investment LLC

NEW YORK, August 19, 2008 – Tri-Continental Corporation (the “Fund”) (NYSE: TY) today announced that it had entered into an agreement with a stockholder group (the “Group”) including Western Investment LLC whereby the members of the Group have agreed to cast their votes at the Fund’s upcoming special meeting of stockholders in accordance with the recommendations of the Fund’s board. The special meeting is scheduled for October 7, 2008.

Stockholders are being asked to approve an investment management services agreement (the “New Agreement”) between the Fund and RiverSource Investments, LLC (“RiverSource”), a wholly owned subsidiary of Ameriprise Financial, Inc. Stockholders will also consider and vote on the election of 10 directors to the Fund’s board. On July 7, 2008 it was announced that RiverSource agreed to acquire J. & W. Seligman & Co. Incorporated, the Fund’s manager (“Seligman”).

The Fund has agreed that, if stockholders approve the New Agreement with RiverSource and RiverSource’s acquisition of Seligman is completed, the Fund will promptly commence an in-kind tender offer for 35% of its then outstanding shares of common stock. The purchase price in the in-kind tender offer will be 99.25% of the net asset value per share at the close of business on the trading day following the expiration of the offer and will be payable by means of a distribution of a portion of the Fund’s investment portfolio, including distributable securities and cash, in such a manner that each stockholder whose shares are purchased will receive assets representing, as closely as reasonably practicable, a pro rata share of the Fund’s investment portfolio.

The Fund has also agreed to commence, promptly upon completion and settlement of the in-kind tender offer, a cash tender offer for 12.5% of its then outstanding shares of common stock. The purchase price in the cash tender offer will be 99.25% of the net asset value per share at the close of business on the trading day following the expiration of the cash tender offer. The Fund will not be obligated to commence the cash tender offer if the volume-weighted average price of the Fund’s common stock during the five trading days preceding the expiration of the in-kind tender offer is 99.25% or more of the average of the common stock’s daily net asset value per share during that period.

The agreement with the Group also provides that the Fund will continue its current distribution policy and open-market repurchase policy until at least December 31, 2008. The Fund’s obligation to commence each tender offer is subject to customary conditions.

In addition to their agreement to support the recommendations of the Fund’s board at the special meeting, the members of the Group have each agreed to refrain from taking certain actions in respect of the Fund that might affect control or management of the Fund. The members of the Group and the Fund have also agreed to general releases of each other.

This announcement is not an offer to purchase or the solicitation of an offer to sell shares of the Fund or a prospectus, circular or representation intended for use in the purchase or sale of Fund shares. The tender offers referred to in this announcement will be made only by offers to purchase and related letters of transmittal. Stockholders of the Fund should read the tender offer statements, when available, carefully, because they will contain important information on the Fund and the tender offers. Stockholders may obtain the tender offer statements and other filed documents, when available, for free at the SEC’s web site at http://www.sec.gov or from Seligman Data Corp., the Fund’s shareholder servicing agent at 1-800-TRI-1092.

# # #

Tri-Continental Corporation is one of the nation’s largest, diversified, publicly traded closed-end equity investment companies and has paid dividends for 64 consecutive years. The Fund is managed by J. & W. Seligman & Co. Incorporated, a New York-based investment manager and advisor, which was founded in 1864. Seligman Advisors, Inc. is the principal underwriter of the Seligman mutual funds.

You should consider the investment objectives, risks, charges, and expenses of the Fund carefully before investing. A prospectus containing information about the Fund (including its investment objectives, risks, charges, expenses, and other information) may be obtained by calling 1-800-TRI-1092. The prospectus should be read carefully before investing in the Fund.

Contact:

Media:

Mary Ann Susco, (212) 850-1382

suscom@jwseligman.com

Stockholder:

Marco Acosta, (212) 850-1333

acostam@jwseligman.com

You may contact Western Investment LLC:

Telephone:

(801) 568-1400

Email:

info@fixmyfund.com

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Annex E

[Form of Proxy Statement Disclosure]

Agreement with Certain Stockholders. The Corporation recently entered into confidential discussions with several major stockholders concerning various matters associated with the upcoming Meeting. On August 19, 2008 the Corporation announced that it had entered into an agreement (the “Agreement”) with a group of stockholders including Western Investment LLC (the “Group”) pursuant to which the members of the Group agreed to cast their votes in accordance with the Board’s recommendation that stockholders approve the Proposed Advisory Agreement and elect each of the Nominees. This Agreement will avoid the costs, distractions, and inconvenience to stockholders of a proxy fight.

The Agreement provides that, subject to certain conditions, if the Proposed Advisory Agreement is approved at the Meeting (or any adjournment or postponement thereof) and the acquisition of Seligman by Ameriprise occurs, the Corporation will promptly commence an in-kind tender offer for 35% of its outstanding shares of Common Stock at a purchase price equal to 99.25% of net asset value per share at the close of business on the trading day following the expiration of such offer. The purchase price will be payable by means of a distribution of a portion of the Corporation’s investment portfolio, including distributable securities and cash, in such a manner that each stockholder whose shares are purchased will receive assets representing as closely as reasonably practicable a pro rata share of the Corporation’s investment portfolio. The Corporation has also agreed to commence, promptly upon completion and settlement of the in-kind tender offer, a cash tender offer for 12.5% of its outstanding shares of Common Stock. The purchase price in the cash tender offer will be 99.25% of the net asset value per share at the close of business on the trading day following the expiration of the cash tender offer. The Corporation will not be obligated to commence the cash tender offer if the volume-weighted average price of the Corporation’s Common Stock during the five trading days preceding the expiration of the in-kind tender offer is 99.25% or more of the average of the Common Stock’s daily net asset value per share during that period.

Under the Agreement, the Corporation further agreed to extend the Corporation’s current distribution policy and open-market repurchase policy (each as described in the Corporation’s proxy statement dated April 13, 2007) until at least December 31, 2008. Each member of the Group agreed to a refrain for a period of 15 years from the date of the Agreement from taking certain actions, including acquisitions of securities of the Corporation, launching proxy contests, nominating directors and making stockholder proposals, which might affect control or management of the Corporation, and also agreed to ensure that any shares of the Corporation’s securities it has the authority to vote are present for quorum purposes at all meetings of the Corporation for 15 years from the date of the Agreement. The members of the Group and the Corporation have also agreed to general releases of each other.

Stockholders who hold their Common Stock with accounts held at SDC and wish to participate in the in-kind tender offer will need to transfer their shares to a brokerage account. Stockholders who hold their Common Stock with accounts held at SDC and wish to participate in only the cash tender offer need not transfer their shares away from SDC. Details of the tender offers will be contained in the definitive documentation sent to stockholders and the foregoing summary is qualified in its entirety by reference to such definitive documentation.

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