Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Tri-Continental Corporation
In planning and performing our audit of the financial statements of Tri-Continental Corporation (the “Fund”) as of and for the year ended December 31, 2019, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), we considered the Fund’s internal control over financial reporting, including controls over safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-CEN, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Fund’s internal control over financial reporting.
The management of the Fund is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A fund’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A fund’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the fund are being made only in accordance with authorizations of management and directors of the fund; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a fund’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the fund’s annual or interim financial statements will not be prevented or detected on a timely basis.
Our consideration of the Fund’s internal control over financial reporting was for the limited purpose described in the first paragraph and would not necessarily disclose all deficiencies in internal control over financial reporting that might be material weaknesses under standards established by the PCAOB. However, we noted no deficiencies in the Fund’s internal control over financial reporting and its operation, including controls over safeguarding securities, that we consider to be material weaknesses as defined above as of December 31, 2019.
This report is intended solely for the information and use of the Board of Directors of Tri-Continental Corporation and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties.
| /s/ PricewaterhouseCoopers LLP |
| Minneapolis, Minnesota |
| February 21, 2020 |
2
Certification Pursuant to Form N-CEN Item G.1.a.v1
Reference is made to that certain order (the Order) granted by the Securities and Exchange Commission to Columbia Management Investment Advisers, LLC, the Registrant and certain other affiliated registered investment companies allowing the Registrant and certain affiliated funds (and any of its series, if applicable) to, subject to certain conditions, engage in interfund borrowing and lending (the Interfund Program). See Columbia Funds Series Trust, et. al., Investment Company Act Release Nos 32998 (Jan. 30, 2018) (notice) and 33036 (Feb. 27, 2018). Pursuant to the Order, the undersigned, Thomas P. McGuire, Chief Compliance Officer of the Registrant, does hereby certify that (1) the Registrant and Columbia Management Investment Advisers, LLC have implemented procedures reasonably designed to achieve compliance with the terms and conditions of the Order and (2) such procedures are reasonably designed to achieve the following objectives:
| (a) | that the interest rate (the Interfund Loan Rate) charged on any loan made through the Interfund Program (an Interfund Loan) will be set at a rate higher than the highest rate available to a lending fund from investing in overnight repurchase agreements, but lower than the Bank Loan Rate (as defined in the application for the Order filed with the Securities and Exchange Commission on November 9, 2017(the Application)); |
| (b) | compliance with the collateral requirements as set forth in the Application; |
| (c) | compliance with the percentage limitations on interfund borrowing and lending; |
| (d) | allocation of interfund borrowing and lending demand in an equitable manner and in accordance with procedures established by the Board of the Registrant; and |
| (e) | that the Interfund Loan Rate does not exceed the interest rate on any third-party borrowings of a borrowing fund at the time of the Interfund Loan. |
| By: | /s/ Thomas P. McGuire | |
| Printed Name: | Thomas P. McGuire | |
| Title: | Chief Compliance Officer | |
| Date: | January 6, 2020 |
| 1 | Certain capitalized terms used in this certification have the meanings given to them in the Amended Application for exemptive relief filed with the U.S. Securities and Exchange Commission on November 9, 2017. |