Edgar Filing: TRI CONTINENTAL CORP

SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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Tri-Continental Corporation
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than
the Registrant)

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===============================================================================

Tri-Continental Corporation
100 Park Avenue, New York, New York 10017

New York City Telephone (212) 850-1864
Toll-Free Telephone (800) 221-2450

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 16, 2002

To the Stockholders:

The 72nd Annual Meeting of Stockholders (the "Meeting") of Tri-Continental
Corporation, a Maryland corporation (the "Corporation"), will be held at the
Hilton Hotel, 200 Tice Boulevard, Woodcliff Lake, New Jersey 07677 on May 16,
2002 at 8:30 A.M., for the following purposes:

(1) To elect four Directors;

(2) To act on a proposal to ratify the selection of Deloitte & Touche
LLP as auditors of the Corporation for 2002; and

(3) To transact such other business as may properly come before the
Meeting or any adjournment thereof, including acting upon one
shareholder proposal presented under the heading "Other Matters"
in the Proxy Statement accompanying this Notice, if the proposal
is brought before the Meeting;

all as set forth in the Proxy Statement accompanying this Notice.

The close of business on March 21, 2002 has been fixed as the record date
for the determination of Stockholders entitled to notice of, and to vote at, the
Meeting or any adjournment thereof.

By order of the Board of Directors,

/s/ Frank J. Nasta

Secretary

Dated: New York, New York, April 19, 2002

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YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN

PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND
SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR
YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION,
WE ASK YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY. A PROXY
WILL NOT BE REQUIRED FOR ADMISSION TO THE MEETING.

April 19, 2002

Tri-Continental Corporation
100 PARK AVENUE, NEW YORK, NEW YORK 10017

PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 16, 2002

This Proxy Statement is furnished to you in connection with the
solicitation of Proxies by the Board of Directors of Tri-Continental Corporation
("Tri-Continental" or the "Corporation") to be used at the 72nd Annual Meeting
of Stockholders (the "Meeting") to be held in Woodcliff Lake, New Jersey on May
16, 2002. It is expected that the Notice of Annual Meeting, Proxy Statement and
form of Proxy will first be mailed to Stockholders on or about April 19, 2002.

If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting. If you give instructions, your
shares will be voted in accordance with your instructions. If you return your
signed Proxy without instructions, your shares will be voted (i) for the
election of four Directors, (ii) for the ratification of the selection of
auditors, (iii) against the stockholder proposal and, (iv) at the discretion of
the Proxy holders, on any other matter that may properly have come before the
Meeting or any adjournment thereof. You may revoke your Proxy or change it by
written notice to the Corporation (Attention: Secretary) or by notice at the
Meeting at any time prior to the time it is voted.

The close of business on March 21, 2002 has been fixed as the record date
for the determination of Stockholders entitled to notice of, and to vote at, the
Meeting or any adjournment thereof. On that date, the Corporation had
outstanding 752,740 shares of $2.50 cumulative preferred stock (the "Preferred
Stock"), each share being entitled to two votes, and 131,113,657 shares of
common stock, par value $0.50 (the "Common Stock"), each share being entitled to
one vote. For all matters to be voted upon, an abstention or broker non-vote
will not be considered a vote cast.

In the event that a quorum is not represented at the Meeting or, even if a
quorum is so represented, in the event that sufficient votes in favor of any
management proposal are not received by May 16, 2002, the persons named as
Proxies may propose and vote for one or more adjournments of the Meeting if a
quorum is not represented or, if a quorum is so represented, only with respect
to such management proposal, with no notice other than an announcement at the
Meeting, and further solicitation may be made. Shares represented by Proxies
indicating a vote against a management proposal will be voted against
adjournment in respect of that proposal.

The Corporation's manager is J. & W. Seligman & Co. Incorporated (the
"Manager"). The Corporation's stockholder service agent is Seligman Data Corp.
The address of each of these entities is 100 Park Avenue, New York, NY 10017.
The Corporation will furnish, without charge, a copy of its most recent annual
report and most recent semi-annual report, if any, to any Stockholder upon
request to Seligman Data Corp. at 1-800-221-2450.

If you have elected to receive one Proxy Statement for all accounts
maintained by members of your household, the Corporation undertakes to deliver
promptly upon written or oral request a separate copy of the Proxy Statement for
a separate account.

A. ELECTION OF DIRECTORS
------------------------
(Proposal 1)

The Board of Directors is presently comprised of twelve Directors. The
Board is divided into three classes, and the members of each class hold office
for a term of three years unless elected in the interim. The term of one class
expires in each year.

At the Meeting this year, four Directors are to be elected. Ms. Betsy S.
Michel and Messrs. John E. Merow and James N. Whitson, each of whose term will
expire at the 2002 Annual Meeting, and Mr. Paul C. Guidone, replacing Mr. James
C. Pitney, who having reached the age of 75, is retiring pursuant to Board
policy at the 2002 Annual Meeting, have been recommended by the Director
Nominating Committee of the Board of Directors of the Corporation for election
to the class whose term will expire in 2005.

It is the intention of the persons named in the accompanying form of Proxy
to nominate and to vote such Proxy for the election of Ms. Michel and Messrs.
Guidone, Merow and Whitson. Ms. Michel has been a Director of the Corporation
since 1985, Mr. Merow has been a Director of the Corporation since 1991 and Mr.
Whitson has been a Director of the Corporation since 1993. Ms. Michel and
Messrs. Merow and Whitson were last elected by Stockholders at the 1999 Annual
Meeting.

Each nominee has agreed to serve if elected. There is no reason to believe
that any of the nominees will become unavailable for election as a Director of
the Corporation, but if that should occur before the Meeting, Proxies will be
voted for the persons the Board of Directors recommends.

Background information regarding Ms. Michel and Messrs. Guidone, Merow and
Whitson, as well as the other Directors of the Corporation, follows.

TERM OF NUMBER OF OTHER DIRECTORSHIPS
OFFICE IF PORTFOLIOS IN HELD BY NOMINEE
ELECTED AND FUND COMPLEX NOT DISCLOSED
NAME (AGE) AND POSITION LENGTH OF PRINCIPAL OCCUPATION(S) DURING TO BE OVERSEEN UNDER PRINCIPAL
WITH CORPORATION* TIME SERVED PAST 5 YEARS AND OTHER INFORMATION BY NOMINEE OCCUPATION(S)
----------------------- ----------- ---------------------------------- -------------- ------------------

INDEPENDENT DIRECTOR NOMINEES

John E. Merow (72) 2002-2005; Retired Chairman and Senior 61 None
DIRECTOR 1991 to Date Partner, Sullivan & Cromwell,
[Photo Omitted] New York, NY (law firm).
Mr. Merow is a Director or
Trustee of each of the investment
companies of the Seligman Group of
Funds.+ He is also a Director of
Commonwealth Industries, Inc.
(manufacturers of aluminum sheet
products), the Foreign Policy
Association, the Municipal Art
Society of New York, the U.S.
Council for International Business
and New York-Presbyterian
Hospital; Vice Chairman of New
York-Presbyterian Healthcare
System, Inc.; and a Member of the
American Law Institute and Council
on Foreign Relations.

Betsy S. Michel (59) 2002-2005; ATTORNEY, GLADSTONE, NJ. Ms. 61 None
DIRECTOR 1985 to Date Michel is a Director or Trustee of
[Photo Omitted] each of the investment companies
of the Seligman Group of Funds.+
She is also a Trustee of The
Geraldine R. Dodge Foundation
(charitable foundation) and World
Learning, Inc. She was formerly
Chairman of the Board of Trustees
of St. George's School (Newport,
RI); and Director of the National
Association of Independent Schools
(Washington, DC).

James N. Whitson (67) 2002-2005; RETIRED EXECUTIVE VICE PRESIDENT 61 None
DIRECTOR 1993 to Date AND CHIEF OPERATING OFFICER OF
[Photo Omitted] SAMMONS ENTERPRISES, INC., DALLAS,
TX (DIVERSIFIED HOLDING COMPANY).
Mr. Whitson is a Director or
Trustee of each of the investment
companies of the Seligman Group of
Funds.+ He is also a Director of
C-SPAN (cable television networks)
and CommScope, Inc. (manufacturer
of coaxial cable).

INTERESTED DIRECTOR NOMINEE

Paul C. Guidone** (44) 2002-2005 MANAGING DIRECTOR AND CHIEF 60 None
DIRECTOR NOMINEE INVESTMENT OFFICER, J. &W.
[Photo Omitted] SELIGMAN & CO. INCORPORATED, NEW
YORK, NY. Mr. Guidone is a member
of the Association of Investment
Management and Research, the New
York Society of Security Analysts
and the London Society of
Investment Professionals. He was
formerly Deputy Chairman and Group
Chief Executive Officer of HSBC
Asset Management and, prior to
that, Managing Director and Chief
Investment Officer of Prudential
Diversified Investments.

OTHER DIRECTORS

The other Directors of the Corporation whose terms will not expire in 2002
are:

TERM OF NUMBER OF OTHER DIRECTORSHIPS
OFFICE PORTFOLIOS IN HELD BY DIRECTOR
AND FUND COMPLEX NOT DISCLOSED
NAME (AGE) AND POSITION LENGTH OF PRINCIPAL OCCUPATION(S) DURING OVERSEEN UNDER PRINCIPAL
WITH CORPORATION* TIME SERVED PAST 5 YEARS AND OTHER INFORMATION BY DIRECTOR OCCUPATION(S)
----------------------- ----------- ---------------------------------- -------------- ------------------

INDEPENDENT DIRECTORS

John R. Galvin (72) 2000-2003; DEAN EMERITUS, FLETCHER SCHOOL OF 61 None
DIRECTOR 1995 to Date LAW AND DIPLOMACY AT TUFTS
UNIVERSITY, MED- FORD, MA. General
Galvin is a Director or Trustee of
each of the investment companies
of the Seligman Group of Funds.+
He is also Chairman Emeritus of
the American Council on Germany;
and a Director of Raytheon Company
(defense and commercial
electronics), the National Defense
University and the Institute for
Defense Analyses. He was formerly
a Governor of the Center for
Creative Leadership; a Director of
USLIFE Corporation (life
insurance); Ambassador, U.S. State
Department for negotiations in
Bosnia; Distinguished Policy
Analyst at Ohio State University;
and Olin Distinguished Professor
of National Security Studies at
the United States Military
Academy. From June 1987 to June
1992, he was the Supreme Allied
Commander, Europe and the
Commander-in-Chief, United States
European Command.

Alice S. Ilchman (67) 2001-2004; PRESIDENT EMERITUS, SARAH LAWRENCE 61 None
DIRECTOR 1990 to Date COLLEGE, BRONXVILLE, NY. Dr.
Ilchman is a Director or Trustee
of each of the investment
companies of the Seligman Group of
Funds.+ She is also Director of
the Jeannette K. Watson
Fellowship; a Trustee of The
Committee for Economic
Development; and a Director of the
Public Broadcasting Service (PBS).
She was formerly the Chairman of
The Rockefeller Foundation
(charitable foundation); a Trustee
of The Markle Foundation
(philanthropic organization); and
a Director of the International
Research and Exchange Board
(intellectual exchanges) and New
York Telephone Company.

Frank A. McPherson (68) 2001-2004; RETIRED CHAIRMAN OF THE BOARD AND 61 None
DIRECTOR 1995 to Date CHIEF EXECUTIVE OFFICER OF
KERR-MCGEE CORPORATION, OKLAHOMA
CITY, OK (A DIVERSIFIED ENERGY
COMPANY). Mr. McPherson is a
Director or Trustee of each of the
investment companies of the
Seligman Group of Funds.+ He is
also a Director of Conoco Inc.
(oil and gas exploration and
production), Integris Health
(owner of various hospitals), BOK
Financial (bank holding company),
Oklahoma Chapter of the Nature
Conservancy, Oklahoma Medical
Research Foundation, Boys and
Girls Clubs of Oklahoma, Oklahoma
City Public Schools Foundation and
Oklahoma Foundation for Excellence
in Education. He was formerly
Chairman of the Oklahoma City
Chamber of Commerce, Integris
Health and the Oklahoma City
Public Schools Foundation; a
Director of Kimberly-Clark
Corporation (consumer products)
and the Federal Reserve System's
Kansas City Reserve Bank; and a
Member of the Business Roundtable.

Leroy C. Richie (60) 2001-2004; CHAIRMAN AND CHIEF EXECUTIVE 60 None
DIRECTOR 2000 to Date OFFICER, Q STANDARDS WORLDWIDE,
INC., BIRMINGHAM, MI (LIBRARY OF
TECHNICAL STANDARDS). Mr. Richie
is a Director or Trustee of each
of the investment companies of the
Seligman Group of Funds,+ with the
exception of Seligman Cash
Management Fund, Inc. He is also a
Director of Kerr-McGee Corporation
(a diversified energy company) and
Infinity, Inc. (oil and gas
services and exploration);
Chairman of Highland Park Michigan
Economic Development Corp; Trustee
of New York University Law Center
Foundation; and Vice Chairman of
the Detroit Medical Center. He was
formerly Chairman and Chief
Executive Officer of Capital
Coating Technologies, Inc.
(applied coating technologies);
and Vice President and General
Counsel, Automotive Legal Affairs,
of Chrysler Corporation.

James Q. Riordan (74) 2000-2003; DIRECTOR, VARIOUS ORGANIZATIONS, 61 None
DIRECTOR 1989 to Date STUART, FL. Mr. Riordan is a
Director or Trustee of each of the
investment companies of the
Seligman Group of Funds.+ He is
also a Director or Trustee of The
Houston Exploration Company (oil
exploration), The Brooklyn Museum,
KeySpan Corporation (diversified
energy and electric company) and
the Committee for Economic
Development. He was formerly Vice
Chairman of Mobil Corporation
(petroleum and petrochemicals);
Co-Chairman of the Policy Council
of the Tax Foundation; a Director
and President of Bekaert
Corporation (high-grade steel
cord, wire and fencing products);
and a Director of Tesoro Petroleum
Companies, Inc., Dow Jones &
Company, Inc. (business and
financial news) and the Public
Broadcasting Service (PBS).

Robert L. Shafer (69) 2000-2003; RETIRED VICE PRESIDENT OF PFIZER 61 None
DIRECTOR 1991 to Date INC., NEW YORK, NY
(PHARMACEUTICALS). Mr. Shafer is
a Director or Trustee of each of
the investment companies of the
Seligman Group of Funds.+ He was
formerly a Director of
USLIFE Corporation (life
insurance).

INTERESTED DIRECTORS

William C. Morris** (64) 2000-2003; CHAIRMAN, J. & W. SELIGMAN & CO. 61 None
DIRECTOR, CHAIRMAN OF 1988 to Date INCORPORATED, NEW YORK, NY. Mr.
THE BOARD AND CHIEF Morris is Chairman and Chief
EXECUTIVE OFFICER Executive Officer of each of the
investment companies of the
Seligman Group of Funds;+ Chairman
of Seligman Advisors, Inc. and
Seligman Services, Inc.; and a
Director of Seligman Data Corp. He
is also Chairman of Carbo Ceramics
Inc. (manufacturer of ceramic
proppants for oil and gas
industry); and a Director of
Kerr-McGee Corporation (a
diversified energy company).

Brian T. Zino** (49) 2001-2004; DIRECTOR AND PRESIDENT, J. & W. 61 None
DIRECTOR AND Dir.: 1993 to Date SELIGMAN & CO. INCORPORATED, NEW
PRESIDENT Pres.:1995 to Date YORK, NY. Mr. Zino is President of
each of the investment companies
of the Seligman Group of Funds,+
with the exception of Seligman
Quality Municipal Fund, Inc. and
Seligman Select Municipal Fund,
Inc. He is also a Director or
Trustee of each of the investment
companies of the Seligman Group of
Funds; Chairman of Seligman Data
Corp.; and a Director of Seligman
Advisors, Inc. and Seligman
Services, Inc. He is also a Member
of the Board of Governors of the
Investment Company Institute; and
Vice Chairman of ICI Mutual
Insurance Company.

----------

+ The Seligman Group of Funds consists of twenty-three registered investment
companies, including the Corporation.

* The address for each Director or Nominee is 100 Park Avenue, New York,
New York 10017.

** Mr. Guidone, Mr. Morris and Mr. Zino are considered "interested persons" of
the Corporation, as defined in the Investment Company Act of 1940, as amended
("1940 Act"), by virtue of their positions with the Manager and its
affiliates.

BENEFICIAL OWNERSHIP OF SHARES OF THE CORPORATION AND FUNDS OF COMPLEX

As of January 31, 2002, each Director (or Nominee) beneficially owned
shares of the Corporation and the investment companies of the Seligman Group of
Funds as follows:

AGGREGATE DOLLAR RANGE OF
DOLLAR RANGE SHARES OWNED BY DIRECTOR
OF COMMON SHARES OR NOMINEE OF ALL FUNDS
OWNED BY DIRECTOR OVERSEEN OR TO BE OVERSEEN
OR NOMINEE OF BY DIRECTOR OR NOMINEE OF
NAME OF DIRECTOR (OR NOMINEE) THE CORPORATION SELIGMAN GROUP OF FUNDS
----------------------------- --------------- -----------------------

INDEPENDENT DIRECTORS/NOMINEES

John R. Galvin $10,001-$50,000 $50,001-$100,000
Alice S. Ilchman Over $100,000 Over $100,000
Frank A. McPherson Over $100,000 Over $100,000
John E. Merow Over $100,000 Over $100,000
Betsy S. Michel $10,001-$50,000 Over $100,000
Leroy C. Richie $10,001-$50,000 $10,001-$50,000
James Q. Riordan Over $100,000 Over $100,000
Robert L. Shafer $50,001-$100,000 Over $100,000
James N. Whitson Over $100,000 Over $100,000

INTERESTED DIRECTORS/NOMINEES

Paul C. Guidone None $50,001-$100,000
William C. Morris Over $100,000 Over $100,000
Brian T. Zino Over $100,000 Over $100,000

As of January 31, 2002, all Directors (and Nominees) as a group
beneficially owned more than $9 million of the Corporation's Common Stock.

At March 21, 2002, all Directors and officers of the Corporation as a group
owned beneficially less than 1% of the Corporation's Common Stock.

BOARD COMMITTEES

The Board of Directors met seven times during 2001. The standing committees
of the Board include the Board Operations Committee, Audit Committee and
Director Nominating Committee. These Committees are comprised solely of
Directors who are not "interested persons" of the Corporation as that term is
defined in the 1940 Act. The duties of these Committees are described below.

BOARD OPERATIONS COMMITTEE. This Committee has authority generally to
direct the operations of the Board, including the nomination of members of other
Board Committees and the selection of legal counsel for the Corporation. The
Committee met five times in 2001. Members of the Committee are Messrs. Riordan
(Chairman), Galvin, McPherson, Merow, Pitney, Richie, Shafer and Whitson, Dr.
Ilchman and Ms. Michel. As a result of Mr. Pitney's retirement at the 2002
Annual Meeting, he will no longer serve as a Committee member following this
Meeting.

AUDIT COMMITTEE. This Committee assists the Board in its oversight of the
Corporation's financial reporting process and operates pursuant to a written
charter most recently amended on March 15, 2001. The Committee met three times
in 2001. Members of this Committee are Messrs. Whitson (Chairman), Galvin, Merow
and Richie and Ms. Michel. The report of the Audit Committee, as approved on
March 21, 2002, is attached to this Proxy Statement as Appendix 1.

DIRECTOR NOMINATING COMMITTEE. This Committee recommends to the Board
persons to be nominated for election as Directors by the Stockholders and
selects and proposes nominees for election by the Board between Annual Meetings.
The Committee will consider suggestions from Stockholders submitted in writing
to the Secretary of the Corporation. The Committee met one time in 2001. Members
of this Committee are Messrs. Shafer (Chairman), McPherson, Pitney and Riordan
and Dr. Ilchman. As a result of Mr. Pitney's retirement at the 2002 Annual
Meeting, he will no longer serve as a Committee member following this Meeting.

EXECUTIVE OFFICERS OF THE CORPORATION

Information with respect to Executive Officers, other than Messrs. Morris
and Zino, is as follows:

NAME (AGE) AND POSITION TERM OF OFFICE AND PRINCIPAL OCCUPATION
WITH THE CORPORATION LENGTH OF TIME SERVED* DURING PAST FIVE YEARS
--------------------------------------------------------------------------------
Ben-Ami Gradwohl (43) 2001 to Date Mr. Gradwohl is a Managing
VICE PRESIDENT AND CO- Director of the Manager, a
PORTFOLIO MANAGER position he has held since
January 2000. He is Vice
President and Co-Portfolio
Manager of Seligman Common Stock
Fund, Inc., Seligman Income
Fund, Inc. and Seligman
Tax-Aware Fund, Inc.; and Vice
President of Seligman
Portfolios, Inc. Co-Portfolio
Manager of its Seligman Common
Stock Portfolio and Seligman
Income Portfolio. Mr. Gradwohl
was formerly a Portfo Manager at
Nicholas-Applegate Capital
Management from 1996 to 1999.

David Guy (43) 2001 to Date Mr. Guy is a Managing Director
VICE PRESIDENT AND CO- of the Manager, a position he
PORTFOLIO MANAGER has held since January 2000. He
is Vice President and
Co-Portfolio Manager of Seligman
Common Stock Fund, Inc.,
Seligman Income Fund, Inc. and
Seligman Tax-Aware Fund, Inc.;
and Vice President of Seligman
Portfolios, Inc. and Co-Portfo
Manager of its Seligman Common
Stock Portfolio and Seligman
Income Portfolio. Mr. Guy was
formerly a Portfolio Manager,
Systema Investment Group, at
Nicholas-Applegate Capital
Management from 1997 to 1999.

Charles W. Kadlec (56) 1996 to Date Mr. Kadlec is a Managing
VICE PRESIDENT Director of the Manager and
Chief Investment Strategist of
Seligman Advisors, Inc.

NAME (AGE) AND POSITION TERM OF OFFICE AND PRINCIPAL OCCUPATION
WITH THE CORPORATION LENGTH OF TIME SERVED* DURING PAST FIVE YEARS
--------------------------------------------------------------------------------
Lawrence P. Vogel (45) VP: 1992 to Date; Mr. Vogel is Senior Vice
VICE PRESIDENT AND Treas: 2000 to Date President and Treasurer,
TREASURER Investment Companies, of the
Manager and is the Vice
President and Treasurer of each
of the investment companies of
the Seligman Group of Funds and
of Seligman Data Corp. He was
formerly Senior Vice President,
Finance, of the Manager,
Seligman Advisors, Inc. and
Seligman Data Corp.; Vice
President and Treasurer of
Seligman International, Inc.;
Vice President of Seligman
Services, Inc.; and Treasurer of
Seligman Henderson Co.

Thomas G. Rose (44) 2000 to Date Mr. Rose is Senior Vice
VICE PRESIDENT President, Finance, of the
Manager, Seligman Advisors, Inc.
and Seligman Data Corp. since
May 2000. He is a Vice President
of each of the investment
companies of the Seligman Group
of Funds. He is also Vice
President of Seligman
International, Inc. and Seligman
Services, Inc. Formerly, he was
Treasurer of each of the
investment companies of the
Seligman Group of Funds and
Seligman Data Corp.

Frank J. Nasta (37) 1994 to Date Mr. Nasta is General Counsel,
SECRETARY Senior Vice President, Law and
Regulation and Corporate
Secretary of the Manager. He is
Secretary of each of the
investment companies of the
Seligman Group of Funds. He is
also Corporate Secretary of
Seligman Advisors, Inc.,
Seligman Services, Inc.,
Seligman International, Inc. and
Seligman Data Corp. He was
formerly Corporate Secretary of
Seligman Henderson Co.

----------
* All officers are elected annually by the Board of Directors and serve until
their successors are elected and qualify or their earlier resignation. The
address of each of the foregoing officers is 100 Park Avenue, New York, New
York 10017.

REMUNERATION OF DIRECTORS AND OFFICERS

Directors of the Corporation who are not employees of the Manager or its
affiliates each receive from the Corporation retainer fees of $13,400 per year.
In addition, such Directors are currently paid a total of $3,000 for each day on
which they attend Board and/or Committee meetings ($1,500 for telephonic
attendance at certain meetings), the amount of which is shared by the
Corporation and the other investment companies of the Seligman Group of Funds
meeting on the same day. The Directors are also reimbursed for the expenses of
attending meetings. Total Directors' fees paid by the Corporation for the year
ended December 31, 2001 were as follows:

NUMBER OF DIRECTORS CAPACITY IN WHICH REMUNERATION AGGREGATE DIRECT
IN GROUP WAS RECEIVED REMUNERATION
------------------ ------------------------------ ----------------

10 Directors and Members of Committees $284,471

Director's attendance, retainer and/or committee fees paid to each Director
during 2001 were as follows:

PENSION OR RETIREMENT
AGGREGATE BENEFITS ACCRUED TOTAL COMPENSATION
COMPENSATION AS PART OF FROM CORPORATION AND
NAME FROM CORPORATION CORPORATION EXPENSES FUND COMPLEX*
--------------- ----------------- --------------------- --------------------

John R. Galvin $30,794 -0- $94,500
Alice S. Ilchman 28,642 -0- 88,500
Frank A. McPherson 28,628+ -0- 90,000
John E. Merow 30,794 -0- 94,500
Betsy S. Michel 28,664 -0- 91,500
James C. Pitney 27,577+ -0- 87,000
Leroy C. Richie 28,679 -0- 90,000
James Q. Riordan 25,500 -0- 87,000
Robert L. Shafer 27,541 -0- 85,500
James N. Whitson 27,652+ -0- 93,000
---------
$284,471
=========

----------
* In fiscal year 2001, there were 23 investment companies in the Seligman
Group of Funds.

+ Mr. Merow, who had deferred receiving his fees from the Corporation and
other investment companies of the Seligman Group of Funds from 1991 up to
1997, had a balance as of December 31, 2001 of $89,037 in his deferred plan
account, including earnings. Mr. Pitney, who had deferred receiving his fees
from the Corporation and other investment companies of the Seligman Group of
Funds from 1983 up to 1993, had a balance as of December 31, 2001 of $64,266
in his deferred plan account, including earnings. Since 1993, Mr. Whitson
has elected to defer receiving his fees from the Corporation and other
investment companies of the Seligman Group of Funds. As of December 31,
2001, Mr. Whitson had a balance of $196,196 in his deferred plan account,
including earnings.

No compensation is paid by the Corporation to Directors or officers of the
Corporation who are employees of the Manager.

The affirmative vote of a plurality of the votes cast at the Meeting is
required to approve the election of each of the Nominees.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
THE ELECTION OF EACH OF THE NOMINEES TO SERVE AS DIRECTOR OF THE CORPORATION.

B. RATIFICATION OF SELECTION OF AUDITORS
----------------------------------------
(Proposal 2)

The Audit Committee of the Board of Directors has recommended, and the
Board of Directors, including a majority of those members who are not
"interested persons" of the Corporation (as defined in the 1940 Act), has
selected, Deloitte & Touche LLP as auditors of the Corporation for 2002. The
firm of Deloitte & Touche LLP has extensive experience in investment company
accounting and auditing. It is expected that a representative of Deloitte &
Touche LLP will be present at the Meeting and will have the opportunity to make
a statement and respond to questions.

Deloitte & Touche LLP, in accordance with Independence Standards Board
Standard No. 1, has confirmed to the Audit Committee that they are independent
auditors with respect to the Corporation. Deloitte & Touche LLP has audited the
semi-annual and annual financial statements of the Corporation and provided
tax-related services to the Corporation. Deloitte & Touche LLP has also rendered
non-audit services to the Manager, Seligman Advisors, Inc., an affiliate of the
Manager and Seligman Data Corp., the stockholder service agent for the
Corporation, which is partially owned by the Corporation (together, the
"Affiliated Service Providers").

In making its recommendation, the Audit Committee considered whether the
provision by the independent auditors to the Corporation of non-audit services
to the Corporation or of professional services to the Affiliated Service
Providers is compatible with maintaining the auditors' independence and has
discussed the auditors' independence with them.

FEES FOR SERVICES TO THE CORPORATION

AUDIT FEES. For the fiscal year ended December 31, 2001, the fee for
professional services rendered for the audits of the semi-annual and annual
financial statements was $76,500.

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. None.

ALL OTHER FEES. For the fiscal year ended December 31, 2001, Deloitte &
Touche LLP was also paid approximately $2,000 for tax-related services.

FEES FOR SERVICES TO THE AFFILIATED SERVICE PROVIDERS

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. None.

ALL OTHER FEES. For the fiscal year ended December 31, 2001, Deloitte &
Touche LLP was also paid approximately $119,800 for all other non-audit services
rendered on behalf of the Manager, Seligman Advisors, Inc. and Seligman Data
Corp. Of this amount, $87,500 related to attestation and internal control
compliance testing, $11,800 related to tax compliance and consultation services
and $20,500 related to other services.

The affirmative vote of a majority of the votes cast at the Meeting is
required to ratify the selection of auditors.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
FOR THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS AUDITORS
OF THE CORPORATION.

C. OTHER MATTERS
----------------

The Corporation has received one proposal from a Stockholder for inclusion
in this year's proxy materials, which is set forth below. The Corporation will
provide the name and address of such Stockholder and the number of shares of the
Corporation's Common Stock owned by him upon receiving an oral or written
request.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
AGAINST THE STOCKHOLDER PROPOSAL. THE BOARD'S REASONING IS SET FORTH
FOLLOWING THE PROPOSAL IN A STATEMENT OF OPPOSITION, WHICH STOCKHOLDERS ARE
URGED TO READ CAREFULLY.

Stockholder Proposal

RESOLVED, that the shareholders of Tri-Continental, assembled in annual
meeting in person and by proxy recommend that the board of directors terminate
the investment advisory agreement between Tri-Continental Corporation and J. &
W. Seligman & Co., Inc. when the current

agreement expires, and at such time solicit offers from selected investment
advisors including Seligman, to evaluate the cost and ability of the candidates
to perform for the benefit of the shareholders.

At the same time, the shareholders recommend that the board undertake a
comprehensive study of the cost of operating this fund with a view to lowering
the compensation to any fund manager in the future.

The Stockholder has submitted the following statement in support of his
proposal:

The market price of Tri-Continental stock on December 31, 2000, was
$21.1875. On October 1st, 2001, it was $18.25 a decline of $2.93 or 13.86%.
Dividends and capital gains paid during this period amounted to $0.21 and $0.103
per share, respectively, reducing the loss modestly.

For the year 2001, the total market price per share declined 5.2%. More
importantly, the market price total return over the past five years to December
31, 2001, was 8.8%. The return of the S&P 500 was 10.7% for that period. For the
ten-year period ended December 31, 2001, Tri- Continental's return was 8.9%. The
S&P 500 was 12.9%.

The S&P 500 is Tri-Continental's own benchmark, yet they can't meet or beat
that standard.

For this management, we paid $15,389,779 in direct compensation to Seligman
and $5,748,768 for other expenses in the year 2000. About one-third of the total
investment income of the fund. And this amounted to 0.54% of the average net
investment assets.

Adam's Express, another similar closed-in fund, paid total annual expenses
of 0.24% for that same year. Adam's Express five-year annual average return to
December 31, 2001 is 12.6% based on market price. As stated above,
Tri-Continental's is 8.8%. Remember Mr. John C. Bogle's statement on mutual
funds that I included in last year's proposal.

"THE INVESTMENT COMPANY ACT OF 1940 WARNS AGAINST ORGANIZING OPERATING AND
MANAGING FUNDS FOR THE INTEREST OF THE INVESTMENT ADVISORS RATHER THAN THE
INTEREST OF THE SHAREHOLDERS."

Mr. Bogle is the founder and former chairman and chief executive officer of
The Vanguard Group, Inc. and a well-known advocate of indexing and low-cost
management fees for all mutual funds.

While there are many reasons for less than superior performance, I believe
we should do better. A racehorse performance would be great. I'd settle for a
workhorse, but I'm afraid we have an also ran.

Passive shareholders make passing a management-opposed proposal difficult.
A positive vote by active shareholders will encourage directors to fulfill their
moral and fiduciary responsibilities to us. A 73-year relationship should not
influence directors to renew a contract.

11,672,616 shares voted in favor of essentially the same proposal last
year. If we get a substantial increase in shares voting for this proposal this
year and performance of the fund is inadequate, in my opinion I will look into
the possibility of running for a board seat myself. Then we would have a truly
independent director dedicated to improving the performance of the fund for the
benefit of the shareholders.

Please vote yes.

----------
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE AGAINST THIS STOCKHOLDER PROPOSAL
FOR THE REASONS SET FORTH BELOW.

This stockholder proposal, if adopted, would recommend, among other things,
that the Board of Directors terminate the Corporation's 73-year relationship
with the Manager. For the reasons set forth below, the Board believes that this
proposal is inappropriate and adverse to the interests of the Corporation and
its stockholders, and strongly urges its defeat.

Tri-Continental has benefited from its long association with J. & W.
Seligman & Co. Incorporated. Today, Tri-Continental is the largest
publicly-traded, diversified closed-end equity investment company, with
approximately $3.0 billion in assets. For the ten years ended December 31, 2001,
an investment in the Corporation's Common Stock returned 10.18% based on net
asset value and 8.92% based on market price. For the five years ended December
31, 2001, the Corporation's average annual returns were 7.75% based on net asset
value and 8.78% based on market price, and for the one year ended December 31,
2001, the Corporation's average annual returns were -10.20% based on net asset
value and -5.22% based on market price. All these returns assume the investment
of capital gains and dividends. Distributions to stockholders as a percentage of
average net asset value have averaged 5.9%, 11.6% and 10.5% for the past 1, 5
and 10 calendar year periods, respectively.

The proponent observes that an investment in the Corporation's Common Stock
returned -5.2% during 2001. This decline must be placed in perspective with the
declines experienced across the U.S. equity markets in 2001, in which the Dow
Jones Industrial Average ("DJIA") returned -7.10%, the Standard & Poor's 500
Index ("S&P 500") returned -11.88% and the Nasdaq Composite Index returned
-21.05%. Viewed in the context of this continuing downturn in the mar-

kets, Tri-Continental's performance in 2001 was remarkably stable, outperforming
the DJIA, the Nasdaq Composite and the S&P 500 for the year. The proponent made
certain comparisons of the Corporation's performance to Adams Express, but fails
to note that Adams Express returned -24.7% based on both net asset value and
market price in 2001. Most importantly, however, the Corporation's long-term
investment results continue to be competitive, which is consistent with its
objective to produce future growth of both capital and income, while providing
reasonable current income.

The proponent observes that Tri-Continental's total expense ratio in 2000
of 0.54% (which includes both the management fee paid to the Manager and all
other expenses incurred by the Corporation) was higher than the total expense
ratio of Adams Express for the same period. However, the Corporation's expense
ratio was the second lowest of the nine closed-end investment companies in
Tri-Continental's peer group, the Lipper Growth and Income Funds Average. It was
also well below the highest expense ratio of 2.55% and the average expense ratio
of 1.13% for those nine investment companies.

The proposal would recommend that the Board undertake a study of the
Corporation's operating costs with a view to reducing the compensation of any
future manager. However, the Board considers extensive amounts of information,
including comparative information regarding the advisory fees, performance and
expense ratios of other closed-end and open-end investment companies having
similar investment objectives, during the course of its annual review of the
Corporation's management agreement with the Manager (the "Management
Agreement"). Thus, review of the Corporation's "operating costs", and
consideration of the continued appropriateness of the fee rate in the Management
Agreement in light of all relevant circumstances (including whether it should be
reduced), is already being carefully and regularly done by the Board.

Each November the Board of Directors considers whether the Management
Agreement should be continued for another one-year period, as required by law.
Under the Investment Company Act of 1940, the Manager has a duty to provide, and
the Directors have a duty to request, all information relevant to making their
determination on the continuance of the Management Agreement. This process, and
the diligence with which the Board undertakes its responsibilities, ensures a
careful and thorough review of the Management Agreement every year. The
independent Directors, who have no affiliation with the Manager and constitute a
significant majority of the Directors, meet and vote separately, and consult
with their independent legal counsel, on this important matter.

The Directors view their annual consideration of the continuance of the
Management Agreement to be one of their most important duties, and, as noted
above, make their decision on this

matter only after careful consideration of extensive amounts of information,
including comparative information regarding the advisory fees, performance and
expense ratios of other closed-end and open-end investment companies having
similar investment objectives. Approval of this stockholder proposal, six months
in advance of the Board's deliberations at their November 2002 meeting, would
inappropriately and prematurely seek to influence the Directors in their
decision, which must be made after exercising their business judgment on the
basis of the then-available relevant information.

The proponent suggests that stockholders second-guess the Management
Agreement review by the Directors they have elected by recommending that the
Directors terminate the agreement at year-end and embark on a process that would
involve soliciting bids from investment managers, selecting a manager from among
them, negotiating a new management agreement and obtaining stockholder approval
of this agreement. All of this would involve considerable expense to the
Corporation and a period of disruption and uncertainty for the Corporation's
operations. During this time, your investment in the Corporation could be
harmed.

The proponent cites a statement by a well-known advocate of index funds
regarding one of the central concerns underlying the enactment of the Investment
Company Act - that investment companies be operated in the interest of
shareholders rather than their investment advisers. Indeed, it is precisely
because of the potential for conflicts of interest between investment companies
and their investment advisers that the Investment Company Act requires the Board
of Directors to undertake annually the comprehensive review described above in
connection with the continuance of the Management Agreement. As noted above, the
Directors regard the fulfillment of this statutory obligation as one of their
most important duties.

Ultimately, the proposal seeks to have the Corporation's Board of Directors
perform a review of Tri-Continental's operating costs and its arrangements with
its Manager that is similar in many respects to the comprehensive and
comparative review that they do each year, but in a manner that is significantly
more expensive and disruptive to the Corporation's business. Accordingly, the
Directors believe that your vote AGAINST this proposal will be in the best
interests of the Corporation and its stockholders.

This proposal will not be adopted unless it receives the affirmative votes
of the holders of a majority of the votes cast on such proposal. Abstentions and
broker non-votes will not be counted as either for or against the proposal. If
not otherwise specified, proxies will be voted AGAINST approval of the proposal.

----------

The Corporation knows of no other matters which are to be brought before
the Meeting. However, if any other matters come before the Meeting, it is
intended that the persons named in the enclosed form of Proxy, or their
substitutes, will vote the Proxy in accordance with their judgment on such
matters. The persons named in the form of Proxy, or their substitutes, will have
discretionary authority to vote on any Stockholder proposal of which the
Corporation first received notice after March 3, 2002. In addition, the
Corporation's by-laws permit the Corporation to exclude from consideration at
the Meeting any Stockholder proposal first brought to the attention of the
Corporation after March 18, 2002.

Notice is hereby given that, under the Securities Exchange Act's
stockholder proposal rule (Rule 14a-8), any Stockholder proposal that may
properly be included in the Proxy solicitation material for the next Annual
Meeting, now scheduled for May 2003, must be received by the Corporation no
later than December 20, 2002. Timely notice of Stockholder proposals submitted
outside of the Rule 14a-8 process must be received by the Corporation no earlier
than February 15, 2003 and no later than March 17, 2003 to be eligible for
presentation at the May 2003 Annual Meeting.

D. EXPENSES
-----------

The Corporation will bear the cost of soliciting Proxies. In addition to
the use of the mails, Proxies may be solicited personally or via facsimile or
telegraph by Directors, officers and employees of the Corporation, the Manager,
Seligman Advisors, Inc., Seligman Services, Inc. and Seligman Data Corp., and
the Corporation may reimburse persons holding shares in their names or names of
their nominees for their expenses in sending solicitation material to their
beneficial owners. The Corporation has engaged Morrow & Co., Inc., 445 Park
Avenue, New York, N.Y. 10022 to assist in soliciting for a fee of $4,000 plus
expenses.

By order of the Board of Directors,

/s/ Frank J. Nasta

Secretary

----------

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. ALL STOCKHOLDERS,
INCLUDING THOSE WHO EXPECT TO ATTEND THE MEETING, ARE URGED TO DATE, FILL IN,
SIGN AND MAIL THE ENCLOSED FORM OF PROXY IN THE ENCLOSED RETURN ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. A PROXY IS NOT REQUIRED FOR
ADMISSION TO THE MEETING.

APPENDIX 1

TRI-CONTINENTAL CORPORATION
(THE "CORPORATION")
AUDIT COMMITTEE REPORT

The role of the Audit Committee is to assist the Board of Directors in its
oversight of the Corporation's financial reporting process. The Committee
operates pursuant to a charter that was last amended and restated by the Board
on March 15, 2001. As set forth in the charter, management of the Corporation is
responsible for the preparation, presentation and integrity of the Corporation's
financial statements, and for the procedures designed to assure compliance with
accounting standards and applicable laws and regulations. The independent
auditors are responsible for auditing the Corporation's financial statements and
expressing an opinion as to their conformity with generally accepted accounting
principles.

In performing its oversight function, the Committee has considered and
discussed the audited financial statements with management and the independent
auditors. The Committee has discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61,
COMMUNICATION WITH AUDIT COMMITTEES, as modified or supplemented. The Committee
has also received the written disclosures from the independent auditors required
by Independence Standards Board Standard No. 1, INDEPENDENCE DISCUSSIONS WITH
AUDIT COMMITTEES, as currently in effect.

The members of the Audit Committee are not professionally engaged in the
practice of auditing or accounting and are not experts in the fields of
accounting or auditing, including the issue of auditor independence. Members of
the Committee rely without independent verification on the information provided
to them and on the representations made by management and the independent
auditors. Accordingly, the Audit Committee's oversight does not provide an
independent basis to determine that management has maintained appropriate
accounting and financial reporting principles or appropriate internal controls
and procedures designed to assure compliance with accounting standards and
applicable laws and regulations. Furthermore, the Audit Committee's
considerations and discussions referred to above do not assure that the audit of
the Corporation's financial statements has been carried out in accordance with
generally accepted auditing standards, that the financial statements are
presented in accordance with generally accepted accounting principles or that
the Corporation's auditors are in fact "independent."

1-i

Based upon the reports and discussions described in this report, and
subject to the limitations on the role and responsibilities of the Committee
referred to above and in the charter, the Committee recommended to the Board
that the audited financial statements be included in the Corporation's Annual
Report for the year ended December 31, 2001.

SUBMITTED BY THE AUDIT COMMITTEE
OF THE CORPORATION'S BOARD OF DIRECTORS

John R. Galvin
John E. Merow
Betsy S. Michel
Leroy C. Richie
James N. Whitson

As approved on March 21, 2002.

1-ii

This page intentionally left blank.

Tri-Continental
Corporation

NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS
AND
PROXY STATEMENT

-----------------------------------
TIME: MAY 16, 2002
8:30 A.M.
-----------------------------------

PLACE: HILTON HOTEL
200 TICE BOULEVARD
WOODCLIFF LAKE,
NEW JERSEY 07677

PLEASE DATE, FILL IN AND SIGN THE
ENCLOSED FORM OF PROXY AND MAIL IT
IN THE ENCLOSED RETURN ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED
IN THE UNITED STATES.

Tri-Continental Corporation

MANAGED BY
[SELIGMAN LOGO]
J. & W. SELIGMAN & CO.
INCORPORATED
INVESTMENT MANAGERS AND ADVISORS
ESTABLISHED 1864
100 PARK AVENUE, NEW YORK, NY 10017

PROXY TRI-CONTINENTAL CORPORATION COMMON
100 Park Avenue, New York, NY 10017

The undersigned, revoking previous proxies, acknowledges receipt of the Notice
of Meeting and Proxy Statement for the Annual Meeting of Stockholders of
TRI-CONTINENTAL CORPORATION to be held May 16, 2002 and appoints JOHN E. MEROW,
WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them) proxies, with power of
substitution to attend the Annual Meeting (and any adjournments thereof) and
vote all shares the undersigned is entitled to vote upon the matters indicated
and on any other business that may properly come before the Meeting.

--------------------------------------------------------------------------------
[ ] To vote for all items AS RECOMMENDED BY THE BOARD OF DIRECTORS, mark this
box, sign, date and return this Proxy. (NO ADDITIONAL VOTE IS NECESSARY.)
--------------------------------------------------------------------------------

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED. IF NO INSTRUCTIONS ARE GIVEN, YOUR PROXIES WILL VOTE FOR THE
ELECTION OF THE NOMINEES TO THE BOARD OF DIRECTORS AND FOR PROPOSAL 2 AND
AGAINST PROPOSAL 3.

--------------------------------------------------------------------------
THE SOLICITATION OF THIS PROXY IS MADE ON BEHALF OF THE BOARD OF DIRECTORS
--------------------------------------------------------------------------

YOUR VOTE IS IMPORTANT. COMPLETE, SIGN ON REVERSE SIDE AND RETURN THIS CARD
AS SOON AS POSSIBLE. MARK EACH VOTE WITH AN X IN THE BOX.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES
AND FOR PROPOSAL 2 AND AGAINST PROPOSAL 3.

1. ELECTION OF DIRECTORS
NOMINEES: Paul C. Guidone, John E. Merow, Betsy S. Michel and James N.
Whitson

[ ] FOR [ ] WITHHOLD [ ] WITHHOLDING AUTHORITY
all nominees all nominees for individual nominees listed

-----------------------------

2. Ratification of the selection of Deloitte & Touche LLP as Auditors.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Stockholder proposal relating to termination of investment management
agreement.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

DATED ________________________________ , 2002

_____________________________________________
Signature

_____________________________________________
Signature (if jointly held)
PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR(S)
ON THIS PROXY. ONLY ONE SIGNATURE IS REQUIRED
IN CASE OF A JOINT ACCOUNT. WHEN SIGNING IN A
REPRESENTATIVE CAPACITY, PLEASE GIVE TITLE.

YOUR VOTE IS IMPORTANT: Please complete, sign and return this card as soon as
possible. Mark each vote with an X in the box.

PROXY TRI-CONTINENTAL CORPORATION PREFERRED
100 Park Avenue, New York, NY 10017

YOUR VOTE IS IMPORTANT. COMPLETE, SIGN ON REVERSE SIDE AND RETURN THIS CARD
AS SOON AS POSSIBLE. MARK EACH VOTE WITH AN X IN THE BOX.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES
AND FOR PROPOSAL 2 AND AGAINST PROPOSAL 3.

1. ELECTION OF DIRECTORS
NOMINEES: Paul C. Guidone, John E. Merow, Betsy S. Michel and James N.
Whitson

[ ] FOR [ ] WITHHOLD [ ] WITHHOLDING AUTHORITY
all nominees all nominees for individual nominees listed

-----------------------------

2. Ratification of the selection of Deloitte & Touche LLP as Auditors.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Stockholder proposal relating to termination of investment management
agreement.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

DATED ________________________________ , 2002

_____________________________________________
Signature

YOUR VOTE IS IMPORTANT: Please complete, sign and return this card as soon as
possible. Mark each vote with an X in the box.