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Tri-Continental Corporation
(Name of Registrant as Specified In Its Charter)
------------------------------------------------
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Tri-Continental Corporation
an investment you can live with
April 25, 2006
Dear Valued Stockholder:
We are sorry to have to write to you again, but as you may be aware,
Tri-Continental Corporation has been aggressively targeted by a group of Hedge
Funds who want to destroy this 77-year old closed-end fund in order to make a
quick buck.
This is a fight we did not choose, but one we feel we must engage in fully to
protect the long-term interests of our loyal stockholders. Unfortunately, this
means that we have sent you several letters and maybe have even called you
several times to encourage you to vote for your Board of Directors'
recommendations.
You may have also received a mailing and even gotten a phone call from the Hedge
Fund Group. Please be assured that, regardless of their stated objectives, they
have no long-term interest in Tri-Continental, and their goal is to open-end or
liquidate the Fund. This would allow them and their wealthy hedge fund investors
to make a quick trading gain on the Tri-Continental stock they have acquired
primarily over the past two years.
The Annual Meeting of Stockholders is being held on May 4, 2006, so hopefully
this matter will be coming to a close shortly and we will not have to bother you
any further.
We need your support to defeat this group of opportunists and maintain
Tri-Continental and the integrity of Tri-Continental's Board of Directors.
Please see the voting recommendations below, and complete and return the
enclosed white proxy card.
o Vote "FOR" the re-election of three experienced Directors: General
John R. Galvin, Mr. William C. Morris, and Mr. Robert L. Shafer;
o Vote "FOR" the ratification of the selection of Deloitte & Touche
LLP as independent auditors of Tri-Continental for 2006; and
o Vote "AGAINST" the proposal recommending that the Board take steps
to provide for cumulative voting in the election of Directors of the
Corporation.
We urge you to support Tri-Continental by completing, signing, and dating our
enclosed White Proxy Card and promptly mailing it in the enclosed postage-paid
envelope. Please do not sign or return the Gold proxy card sent to you by the
Western Investment Hedge Fund Group or its associates.
If you have already returned a Gold Proxy Card from the Western Investment Hedge
Fund Group and wish to vote according to the recommendations of your Board of
Directors, please return a currently dated White Proxy Card.
Whether or not you plan to attend the Meeting, and regardless of the number of
shares you own, we urge you to vote FOR your Board's nominees and AGAINST the
cumulative voting proposal.
Sincerely,
/s/ William C. Morris /s/ Brian T. Zino
William C. Morris Brian T. Zino
Chairman President