UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-22328
Columbia Seligman Premium Technology Growth Fund, Inc.
(Exact name of registrant as specified in charter)
225 Franklin Street, Boston, Massachusetts 02110
(Address of principal executive offices) (Zip code)
Scott R. Plummer
5228 Ameriprise Financial Center
Minneapolis, MN 55474
(Name and address of agent for service)
Registrants telephone number, including area code: 1-612-671-1947
Date of fiscal year end: December 31
Date of reporting period: December 31, 2012
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (OMB) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. Reports to Stockholders.
Annual Report December 31, 2012 |
Columbia Seligman Premium Technology Growth Fund
|
Columbia Seligman Premium Technology Growth Fund |
Under the Funds managed distribution policy and subject to the approval of the Funds Board of Directors (the Board), the Fund expects to make quarterly cash distributions (in November, February, May, and August) to Common Stockholders. The Funds next distribution (February 27, 2013) will amount to $0.4625 per share, which is equal to a quarterly rate of 2.3125% (9.25% annualized) of the $20.00 offering price in the Funds initial public offering in November 2009. You should not draw any conclusions about the Funds investment performance from the amount of the distribution or from the terms of the Funds distribution policy. The Fund estimates that it has distributed more than its income and net realized capital gains; therefore, a portion of your distribution may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Funds investment performance and should not be confused with yield or income. The Funds Board may determine in the future that the Funds managed distribution policy and the amount or timing of the distributions should not be continued in light of changes in the Funds portfolio holdings, market or other conditions or factors, including that the distribution rate under such policy may not be dependent upon the amount of the Funds earned income or realized capital gains. The Board could also consider amending or terminating the current distribution policy because of potential adverse tax consequences associated with maintaining the policy. In certain situations, returns of capital could be taxable for federal income tax purposes, and all or a portion of the Funds capital loss carryforwards from prior years, if any, could effectively be forfeited. The Board may amend or terminate the Funds distribution policy at any time without prior notice to Fund stockholders; any such change or termination may have an adverse effect on the market price of the Funds shares.
See Notes to Financial Statements for additional information related to the Funds managed distribution policy.
Columbia Seligman Premium Technology Growth Fund |
Letter to Stockholders
Dear Stockholders,
We are pleased to present the annual stockholder report for Columbia Seligman Premium Technology Growth Fund (the Fund). The report includes the Funds investment results, a discussion with the Funds portfolio managers, a portfolio of investments and financial statements as of December 31, 2012.
The Funds Common Stock returned 0.36% based on net asset value, and 3.71% based on market price, for the 12 months ended December 31, 2012. The Fund underperformed its benchmark, the S&P North American Technology Sector Index, which returned 15.23% during the same period.
During 2012, the Fund paid four distributions that aggregated $1.85 per share. In October 2010, the Fund received exemptive relief from the Securities and Exchange Commission that permits the Fund to make periodic distributions of long-term capital gains more often than once in any one taxable year. Unless you elected otherwise, distributions were paid in additional shares of the Fund.
The Board of Directors has approved modifying the Funds Rules-based Option Strategy based on the recommendation of the Funds Investment Manager, Columbia Management Investment Advisers, LLC. This strategy is employed to determine the level of call options written by the Fund as it seeks to cushion downside volatility and produce current income. The modification will seek to provide the Fund with greater investment flexibility in seeking its investment objective. It is expected that the implementation of this change will take effect on or about March 18, 2013. The Rules-based Option Strategy approach is based upon the Investment Managers research and may change over time based upon the Funds experience and market factors. Details about the modification were mailed to all Fund stockholders in January 2013.
Information about the Fund, including daily pricing, current performance, Fund holdings, stockholder reports, distributions and other information can be found at columbiamanagement.com under the Closed-End Funds tab.
On behalf of the Board, we would like to thank you for your support of Columbia Seligman Premium Technology Growth Fund.
Regards,
Stephen R. Lewis
Chairman of the Board
For more information, go online to columbiamanagement.com; or call American Stock Transfer & Trust Company, LLC, the Funds Stockholder Servicing Agent, at 800.937.5449. Customer Service Representatives are available to answer your questions Monday through Friday from 9 a.m. to 5 p.m. Eastern time.
Annual Report 2012
Columbia Seligman Premium Technology Growth Fund |
Annual Report 2012
Columbia Seligman Premium Technology Growth Fund |
Performance Summary
> | Columbia Seligman Premium Technology Growth Fund (the Fund) Common Stock returned 0.36% based on net asset value and 3.71% based on market price for the 12-month period ended December 31, 2012. |
> | The Funds benchmark, the S&P North American Technology Sector Index, returned 15.23% for the same 12-month period. |
> | A combination of industry allocation and stock selection accounted for the Funds underperformance relative to the benchmark. |
Average Annual Total Returns (for the period ended December 31, 2012) |
| |||||||||
Inception | 1 Year | Life | ||||||||
Market Price |
11/24/09 | 3.71 | -0.31 | |||||||
Net Asset Value |
11/30/09 | 0.36 | 3.07 | |||||||
S&P North American Technology Sector Index |
15.23 | 10.68 |
Life total return for market price is based on the initial offering price on November 24, 2009, which was $20.00 per share.
Life total return for net asset value (NAV) is from the opening of business on November 30, 2009 and includes the 4.50% initial sales load. The NAV price per share of the Funds Common Stock at inception was $19.10.
Index inception return is calculated from 11/30/2009.
Performance data quoted represents past performance and current performance may be lower or higher. Past performance is no guarantee of future results. The investment return and principal value will fluctuate so that shares, when sold, may be worth more or less than the original cost. For current month-end performance information, please visit columbiamanagement.com.
Returns reflect changes in market price or net asset value, as applicable, and assume reinvestment of distributions. Returns do not reflect the deduction of taxes that investors may pay on distributions or the sale of shares.
The S&P North American Technology Sector Index is an unmanaged modified capitalization-weighted index based on a universe of technology-related stocks.
Indices are not available for investment, are not professionally managed and do not reflect sales charges, fees, brokerage commissions, taxes or other expenses of investing. Securities in the fund may not match those in an index.
Price Per Share | ||||||||
December 31, 2012 | September 30, 2012 | June 30, 2012 | March 31, 2012 | |||||
Market price ($) |
14.51 | 15.94 | 15.90 | 18.90 | ||||
Net asset value ($) |
15.36 | 16.09 | 16.84 | 19.39 |
Distributions Paid Per Common Share |
| |||
Payable date |
Per share amount ($) | |||
February 23, 2012 |
0.4625 | |||
May 24, 2012 |
0.4625 | |||
August 23, 2012 |
0.4625 | |||
November 21, 2012 |
0.4625 |
The net asset value of the Funds shares may not always correspond to the market price of such shares. Common stock of many closed-end funds frequently trade at a discount from their net asset value. The Fund is subject to stock market risk, which is the risk that stock prices overall will decline over short or long periods, adversely affecting the value of an investment in the Fund.
Annual Report 2012 | 3 |
Columbia Seligman Premium Technology Growth Fund |
Manager Discussion of Fund Performance
4 | Annual Report 2012 |
Columbia Seligman Premium Technology Growth Fund |
Manager Discussion of Fund Performance (continued)
Annual Report 2012 | 5 |
Columbia Seligman Premium Technology Growth Fund |
Manager Discussion of Fund Performance (continued)
We intend to adjust the Fund portfolios exposure accordingly. We are currently optimistic that the personal computer supply chain has worked through its excess inventory and are hopeful that the worst is over for PC-related companies. At present, we are still of the opinion that demand for computing is growing globally, and traditional PCs will remain a part of that landscape along with the fast-growing tablet and smart-phone categories. The Fund remains overweight relative to the index in the semiconductor industry. Given attractive valuations, investor apathy and positive semiconductor capital equipment trends, we are optimistic that the chip-related holdings in the portfolio may also be poised for better performance. Finally, we are currently constructive in our view toward an uptick in enterprise spending, as corporations invest in information technology in an effort to improve productivity. The key question that remains is the timing of such an upward turn.
As always, we intend to seek long-term capital appreciation by constructing a conviction-weighted portfolio of technology and technology-related companies, driven by rigorous bottom-up fundamental and valuation analysis.
6 | Annual Report 2012 |
Columbia Seligman Premium Technology Growth Fund |
December 31, 2012
(Percentages represent value of investments compared to net assets)
The accompanying Notes to Financial Statements are an integral part of this statement.
Annual Report 2012 | 7 |
Columbia Seligman Premium Technology Growth Fund |
Portfolio of Investments (continued)
December 31, 2012
Open Options Contracts Written at December 31, 2012
Issuer | Puts/ Calls |
Number of Contracts |
Exercise Price ($) |
Premium Received ($) |
Expiration Date |
Value ($) | ||||||||||||||||||
NASDAQ 100 Index |
Call | 435 | 2,675.00 | 1,605,986 | January 2013 | 1,637,775 |
Notes to Portfolio of Investments
(a) | Non-income producing. |
(b) | The rate shown is the seven-day current annualized yield at December 31, 2012. |
(c) | As defined in the Investment Company Act of 1940, an affiliated company is one in which the Fund owns 5% or more of its outstanding voting securities, or a company which is under common ownership or control with the Fund. Holdings and transactions in these affiliated companies during the year ended December 31, 2012, are as follows: |
Issuer | Beginning Cost ($) |
Purchase Cost ($) |
Sales Cost/ Proceeds From Sales ($) |
Ending Cost ($) |
Dividends or Interest |
Value ($) | ||||||||||||||||||
Columbia Short-Term Cash Fund |
7,300,551 | 141,608,948 | (139,782,701 | ) | 9,126,798 | 16,552 | 9,126,798 |
(d) | At December 31, 2012, cash or short-term securities were designated to cover open put and/or call options written. |
Abbreviation Legend
ADR | American Depositary Receipt |
Fair Value Measurements
Generally accepted accounting principles (GAAP) require disclosure regarding the inputs and valuation techniques used to measure fair value and any changes in valuation inputs or techniques. In addition, investments shall be disclosed by major category.
The Fund categorizes its fair value measurements according to a three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs by prioritizing that the most observable input be used when available. Observable inputs are those that market participants would use in pricing an investment based on market data obtained from sources independent of the reporting entity. Unobservable inputs are those that reflect the Funds assumptions about the information market participants would use in pricing an investment. An investments level within the fair value hierarchy is based on the lowest level of any input that is deemed significant to the asset or liabilitys fair value measurement. The input levels are not necessarily an indication of the risk or liquidity associated with investments at that level. For example, certain U.S. government securities are generally high quality and liquid, however, they are reflected as Level 2 because the inputs used to determine fair value may not always be quoted prices in an active market.
Fair value inputs are summarized in the three broad levels listed below:
> | Level 1 Valuations based on quoted prices for investments in active markets that the Fund has the ability to access at the measurement date (including NAV for open-end mutual funds). Valuation adjustments are not applied to Level 1 investments. |
> | Level 2 Valuations based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risks, etc.). |
> | Level 3 Valuations based on significant unobservable inputs (including the Funds own assumptions and judgment in determining the fair value of investments). |
Inputs that are used in determining fair value of an investment may include price information, credit data, volatility statistics, and other factors. These inputs can be either observable or unobservable. The availability of observable inputs can vary between investments, and is affected by various factors such as the type of investment, and the volume and level of activity for that investment or similar investments in the marketplace. The inputs will be considered by the Investment Manager, along with any other relevant factors in the calculation of an investments fair value. The Fund uses prices and inputs that are current as of the measurement date, which may include periods of market dislocations. During these periods, the availability of prices and inputs may be reduced for many investments. This condition could cause an investment to be reclassified between the various levels within the hierarchy.
The accompanying Notes to Financial Statements are an integral part of this statement.
8 | Annual Report 2012 |
Columbia Seligman Premium Technology Growth Fund |
Portfolio of Investments (continued)
December 31, 2012
Fair Value Measurements (continued)
Foreign equity securities actively traded in markets where there is a significant delay in the local close relative to the New York Stock Exchange (NYSE) are classified as Level 2. The values of these securities may include an adjustment to reflect the impact of significant market movements following the close of local trading, as described in Note 2 to the financial statements Security Valuation.
Investments falling into the Level 3 category are primarily supported by quoted prices from brokers and dealers participating in the market for those investments. However, these may be classified as Level 3 investments due to lack of market transparency and corroboration to support these quoted prices. Additionally, valuation models may be used as the pricing source for any remaining investments classified as Level 3. These models rely on one or more significant unobservable inputs and/or significant assumptions by the Investment Manager. Inputs used in valuations may include, but are not limited to, financial statement analysis, capital account balances, discount rates and estimated cash flows, and comparable company data.
Under the direction of the Funds Board of Trustees (the Board), the Investment Managers Valuation Committee (the Committee) is responsible for carrying out the valuation procedures approved by the Board. The Committee consists of voting and non-voting members from various groups within the Investment Managers organization, including operations and accounting, trading and investments, compliance, risk management and legal.
The Committee meets at least monthly to review and approve valuation matters, which may include a description of specific valuation determinations, data regarding pricing information received from approved pricing vendors and brokers and the results of Board-approved valuation control policies and procedures (the Policies). The Policies address, among other things, instances when market quotations are readily available, including recommendations of third party pricing vendors and a determination of appropriate pricing methodologies; events that require specific valuation determinations and assessment of fair value techniques; securities with a potential for stale pricing, including those that are illiquid, restricted, or in default; and the effectiveness of third-party pricing vendors, including periodic reviews of vendors. The Committee meets more frequently, as needed, to discuss additional valuation matters, which may include the need to review back-testing results, review time-sensitive information or approve related valuation actions. The Committee reports to the Board, with members of the Committee meeting with the Board at each of its regularly scheduled meetings to discuss valuation matters and actions during the period, similar to those described earlier.
For investments categorized as Level 3, the Committee monitors information similar to that described above, which may include: (i) data specific to the issuer or comparable issuers, (ii) general market or specific sector news and (iii) quoted prices and specific or similar security transactions. The Committee considers this data and any changes from prior periods in order to assess the reasonableness of observable and unobservable inputs, any assumptions or internal models used to value those securities and changes in fair value. This data is also used to corroborate, when available, information received from approved pricing vendors and brokers. Various factors impact the frequency of monitoring this information (which may occur as often as daily). However, the Committee may determine that changes to inputs, assumptions and models are not required as a result of the monitoring procedures performed.
The following table is a summary of the inputs used to value the Funds investments at December 31, 2012:
Description | Level 1 Quoted Prices in Active |
Level 2 Other Significant Observable Inputs ($) |
Level 3 Significant |
Total ($) | ||||||||||||
Equity Securities |
||||||||||||||||
Common Stocks |
||||||||||||||||
Consumer Discretionary |
406,980 | | | 406,980 | ||||||||||||
Health Care |
1,816,954 | | | 1,816,954 | ||||||||||||
Industrials |
438,987 | | | 438,987 | ||||||||||||
Information Technology |
222,419,576 | 2,196,091 | | 224,615,667 | ||||||||||||
Total Equity Securities |
225,082,497 | 2,196,091 | | 227,278,588 | ||||||||||||
Other |
||||||||||||||||
Money Market Funds |
9,126,798 | | | 9,126,798 | ||||||||||||
Total Other |
9,126,798 | | | 9,126,798 | ||||||||||||
Investments in Securities |
234,209,295 | 2,196,091 | | 236,405,386 | ||||||||||||
Derivatives |
||||||||||||||||
Liabilities |
||||||||||||||||
Options Contracts Written |
(1,637,775 | ) | | | (1,637,775 | ) | ||||||||||
Total |
232,571,520 | 2,196,091 | | 234,767,611 | ||||||||||||
See the Portfolio of Investments for all investment classifications not indicated in the table.
The Funds assets assigned to the Level 2 input category are generally valued using the market approach, in which a securitys value is determined through reference to prices and information from market transactions for similar or identical assets. These assets include certain foreign securities for which a third party statistical pricing service may be employed for purposes of fair market valuation. The models utilized by the third party statistical pricing service take into account a securitys correlation to available market data including, but not limited to, intraday index, ADR, and ETF movements.
There were no transfers of financial assets between Levels 1 and 2 during the period.
The accompanying Notes to Financial Statements are an integral part of this statement.
Annual Report 2012 | 9 |
Columbia Seligman Premium Technology Growth Fund |
Statement of Assets and Liabilities
December 31, 2012
Assets |
||||
Investments, at value |
||||
Unaffiliated issuers (identified cost $210,500,035) |
$227,278,588 | |||
Affiliated issuers (identified cost $9,126,798) |
9,126,798 | |||
|
||||
Total investments (identified cost $219,626,833) |
236,405,386 | |||
Receivable for: |
||||
Investments sold |
108,408 | |||
Dividends |
17,279 | |||
Prepaid expenses |
16,680 | |||
|
||||
Total assets |
236,547,753 | |||
|
||||
Liabilities |
||||
Option contracts written, at value (premiums received $1,605,986) |
1,637,775 | |||
Payable for: |
||||
Investment management fees |
196,811 | |||
Stockholder servicing and transfer agent fees |
1,021 | |||
Administration fees |
11,808 | |||
Compensation of board members |
17,981 | |||
Other expenses |
69,363 | |||
|
||||
Total liabilities |
1,934,759 | |||
|
||||
Net assets applicable to outstanding common stock |
$234,612,994 | |||
|
||||
Represented by |
||||
Paid-in capital |
$228,976,764 | |||
Excess of distributions over net investment income |
(10,842 | ) | ||
Accumulated net realized loss |
(11,099,692 | ) | ||
Unrealized appreciation (depreciation) on: |
||||
Investments |
16,778,553 | |||
Options contracts written |
(31,789 | ) | ||
|
||||
Total representing net assets applicable to outstanding common stock |
$234,612,994 | |||
|
||||
Shares outstanding applicable to common stock |
15,274,914 | |||
|
||||
Net asset value per share of outstanding common stock |
$15.36 | |||
|
||||
Market price per share of common stock |
$14.51 | |||
|
The accompanying Notes to Financial Statements are an integral part of this statement.
10 | Annual Report 2012 |
Columbia Seligman Premium Technology Growth Fund |
Year ended December 31, 2012
Net investment income |
||||
Income: |
||||
Dividends unaffiliated issuers |
$1,763,341 | |||
Dividends affiliated issuers |
16,552 | |||
Foreign taxes withheld |
(3,214 | ) | ||
|
||||
Total income |
1,776,679 | |||
|
||||
Expenses: |
||||
Investment management fees |
2,591,913 | |||
Stockholder account and registrar fees |
14,537 | |||
Administration fees |
155,511 | |||
Compensation of board members |
23,566 | |||
Custodian fees |
13,561 | |||
Printing and postage fees |
86,740 | |||
Professional fees |
40,580 | |||
Other |
45,372 | |||
|
||||
Total expenses |
2,971,780 | |||
|
||||
Net investment loss |
(1,195,101 | ) | ||
|
||||
Realized and unrealized gain (loss) net |
||||
Net realized gain (loss) on: |
||||
Investments |
6,584,132 | |||
Foreign currency translations |
(11,276 | ) | ||
Options contracts written |
(16,920,160 | ) | ||
|
||||
Net realized loss |
(10,347,304 | ) | ||
Net change in unrealized appreciation (depreciation) on: |
||||
Investments |
12,799,111 | |||
Options contracts written |
(18,831 | ) | ||
|
||||
Net change in unrealized appreciation (depreciation) |
12,780,280 | |||
|
||||
Net realized and unrealized gain |
2,432,976 | |||
|
||||
Net increase in net assets resulting from operations |
$1,237,875 | |||
|
The accompanying Notes to Financial Statements are an integral part of this statement.
Annual Report 2012 | 11 |
Columbia Seligman Premium Technology Growth Fund |
Statement of Changes in Net Assets
Year ended December 31, 2012 |
Year ended December 31, 2011 |
|||||||
Operations |
||||||||
Net investment loss |
$(1,195,101 | ) | $(1,095,407 | ) | ||||
Net realized gain (loss) |
(10,347,304 | ) | 8,597,470 | |||||
Net change in unrealized appreciation (depreciation) |
12,780,280 | (29,734,483 | ) | |||||
|
||||||||
Net increase (decrease) in net assets resulting from operations |
1,237,875 | (22,232,420 | ) | |||||
|
||||||||
Distributions to Stockholders |
||||||||
Net investment income |
| | ||||||
Net realized gains |
| (8,198,479 | ) | |||||
Tax return of capital |
(28,203,587 | ) | (19,799,906 | ) | ||||
|
||||||||
Total Distributions to Stockholders |
(28,203,587 | ) | (27,998,385 | ) | ||||
|
||||||||
Increase (decrease) in net assets from capital stock activity |
756,501 | 2,992,813 | ||||||
|
||||||||
Total decrease in net assets |
(26,209,211 | ) | (47,237,992 | ) | ||||
Net assets at beginning of year |
260,822,205 | 308,060,197 | ||||||
|
||||||||
Net assets at end of year |
$234,612,994 | $260,822,205 | ||||||
|
||||||||
Excess of distributions over net investment income |
$(10,842 | ) | $(3,649 | ) | ||||
|
The accompanying Notes to Financial Statements are an integral part of this statement.
12 | Annual Report 2012 |
Columbia Seligman Premium Technology Growth Fund |
Statement of Changes in Net Assets (continued)
Year ended December 31, 2012 | Year ended December 31, 2011 | |||||||||||||||
Shares | Dollars ($) | Shares | Dollars ($) | |||||||||||||
Capital stock activity |
||||||||||||||||
Distributions reinvested |
46,604 | 756,501 | 161,639 | 2,992,813 | ||||||||||||
|
||||||||||||||||
Total net increase |
46,604 | 756,501 | 161,639 | 2,992,813 | ||||||||||||
|
The accompanying Notes to Financial Statements are an integral part of this statement.
Annual Report 2012 | 13 |
Columbia Seligman Premium Technology Growth Fund |
The Funds financial highlights are presented below. Per share operating performance data is designed to allow investors to trace the operating performance, on a per Common Stock share basis, from the beginning net asset value to the ending net asset value, so that investors can understand what effect the individual items have on their investment, assuming it was held throughout the period. Generally, the per share amounts are derived by converting the actual dollar amounts incurred for each item, as disclosed in the financial statements, to their equivalent per Common Stock share amounts, using average Common shares outstanding during the period.
Total return measures the Funds performance assuming that investors purchased Fund shares at market price or net asset value as of the beginning of the period, reinvested all their distributions, and then sold their shares at the closing market price or net asset value on the last day of the period. The computations do not reflect taxes or any sales commissions investors may incur on distributions or on the sale of Fund shares. Total returns are not annualized for periods of less than one year.
|
Year ended December 31, |
| ||||||||||||||
2012 | 2011 | 2010 | 2009(a) | |||||||||||||
Per share data |
||||||||||||||||
Net asset value, beginning of period |
$17.13 | $20.45 | $19.91 | $19.10 | (b) | |||||||||||
Income from investment operations |
||||||||||||||||
Net investment income (loss) |
(0.08 | ) | (0.07 | ) | (0.11 | ) | (0.02 | ) | ||||||||
Net realized and unrealized gain (loss) |
0.16 | (1.40 | ) | 2.49 | 0.87 | |||||||||||
Increase from payments by affiliate |
| (0.00 | )(c) | 0.01 | | |||||||||||
Total from investment operations |
0.08 | (1.47 | ) | 2.39 | 0.85 | |||||||||||
Offering costs |
| | (0.00 | )(c) | (0.04 | ) | ||||||||||
Less distributions to Stockholders: |
||||||||||||||||
Net investment income |
| | (1.13 | ) | | |||||||||||
Net realized gains |
| (0.54 | ) | | | |||||||||||
Tax return of capital |
(1.85 | ) | (1.31 | ) | (0.72 | ) | | |||||||||
Total distributions to Stockholders |
(1.85 | ) | (1.85 | ) | (1.85 | ) | | |||||||||
Net asset value, end of period |
$15.36 | $17.13 | $20.45 | $19.91 | ||||||||||||
Market price, end of period |
$14.51 | $15.66 | $19.13 | $20.00 | ||||||||||||
Total return based upon net asset value |
0.36 | % | (7.37 | %)(d) | 13.29 | %(e) | 4.24 | %(f) | ||||||||
Total return based upon market price |
3.71 | % | (9.48 | %) | 5.50 | % | 0.00 | %(g) | ||||||||
Ratios to average net assets(h) |
||||||||||||||||
Total expenses |
1.15 | % | 1.10 | % | 1.21 | % | 1.22 | %(i) | ||||||||
Net investment income |
(0.46 | %) | (0.39 | %) | (0.60 | %) | (0.96 | %)(i) | ||||||||
Supplemental data |
||||||||||||||||
Net assets, end of period (in thousands) |
$234,613 | $260,822 | $308,060 | $284,875 | ||||||||||||
Portfolio turnover |
73 | % | 71 | % | 102 | % | 8 | % | ||||||||
Notes to Financial Highlights
(a) | For the period from November 30, 2009 (commencement of operations) to December 31, 2009. |
(b) | Net asset value, beginning of period, of $19.10 reflects a deduction of $0.90 per share sales change from the initial offering price of $20.00 per share. |
(c) | Rounds to less than $0.01. |
(d) | The Fund received a payment by an affiliate. Had the Fund not received this payment, the total return would have been lower by 0.01%. |
(e) | The Fund received a payment by an affiliate. Had the Fund not received this payment, the total return would have been lower by 0.03%. |
(f) | Since inception total return for net asset value (NAV) is from the opening of business on November 30, 2009, and includes the 4.50% initial sales load. The NAV price per share of the Funds Common Stock at inception was $19.10. |
(g) | Since inception total return for market price is based on the initial offering price on November 24, 2009, which was $20.00 per share. |
(h) | In addition to the fees and expenses which the Fund bears directly, the Fund indirectly bears a pro rata share of the fees and expenses of the acquired funds in which it invests. Such indirect expenses are not included in the reported expense ratios. |
(i) | Annualized. |
The accompanying Notes to Financial Statements are an integral part of this statement.
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Columbia Seligman Premium Technology Growth Fund |
December 31, 2012
Annual Report 2012 | 15 |
Columbia Seligman Premium Technology Growth Fund |
Notes to Financial Statements (continued)
December 31, 2012
16 | Annual Report 2012 |
Columbia Seligman Premium Technology Growth Fund |
Notes to Financial Statements (continued)
December 31, 2012
Annual Report 2012 | 17 |
Columbia Seligman Premium Technology Growth Fund |
Notes to Financial Statements (continued)
December 31, 2012
18 | Annual Report 2012 |
Columbia Seligman Premium Technology Growth Fund |
Notes to Financial Statements (continued)
December 31, 2012
Annual Report 2012 | 19 |
Columbia Seligman Premium Technology Growth Fund |
Notes to Financial Statements (continued)
December 31, 2012
20 | Annual Report 2012 |
Columbia Seligman Premium Technology Growth Fund |
Notes to Financial Statements (continued)
December 31, 2012
Annual Report 2012 | 21 |
Columbia Seligman Premium Technology Growth Fund |
Notes to Financial Statements (continued)
December 31, 2012
22 | Annual Report 2012 |
Columbia Seligman Premium Technology Growth Fund |
Notes to Financial Statements (continued)
December 31, 2012
Annual Report 2012 | 23 |
Columbia Seligman Premium Technology Growth Fund |
Notes to Financial Statements (continued)
December 31, 2012
24 | Annual Report 2012 |
Columbia Seligman Premium Technology Growth Fund |
Notes to Financial Statements (continued)
December 31, 2012
proceedings could result in adverse judgments, settlements, fines, penalties or other relief that could have a material adverse effect on the consolidated financial condition or results of operations of Ameriprise Financial.
Annual Report 2012 | 25 |
Columbia Seligman Premium Technology Growth Fund |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
Columbia Seligman Premium Technology Growth Fund, Inc.
In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Columbia Seligman Premium Technology Growth Fund (the Fund) at December 31, 2012, the results of its operations, the changes in its net assets and the financial highlights for the year then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as financial statements) are the responsibility of the Funds management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit, which included confirmation of securities at December 31, 2012 by correspondence with the custodian, transfer agent and brokers, provides a reasonable basis for our opinion. The statements of changes in net assets and the financial highlights of the Fund for the periods ended December 31, 2011 and prior were audited by another independent registered public accounting firm whose report dated February 22, 2012 expressed an unqualified opinion on those statements and highlights.
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
February 21, 2013
26 | Annual Report 2012 |
Columbia Seligman Premium Technology Growth Fund |
Directors and Officers
Stockholders elect the Board that oversees the Funds operations. The Board appoints officers who are responsible for day-to-day business decisions based on policies set by the Board. The following table provides basic biographical information about the Funds Board members, including their principal occupations during the past five years, although specific titles for individuals may have varied over the period. Under current Board policy, members may serve until the next Board meeting after he or she reaches the mandatory retirement age established by the Board, or the fifteenth anniversary of the first Board meeting they attended as a member of the Board.
Independent Directors | ||||||||
Name, Address, Year of Birth |
Position Held With Fund and Length of Service |
Principal Occupation During Past Five Years |
Number of Funds in the Fund Family Overseen By Board Member |
Other Present or Past Directorships/Trusteeships (Within Past 5 Years) | ||||
Kathleen Blatz 901 S. Marquette Ave. Minneapolis, MN 55402 1954 |
Board member since October 2009 | Attorney; Chief Justice, Minnesota Supreme Court, 1998-2006 | 152 | None | ||||
Pamela G. Carlton 901 S. Marquette Ave. Minneapolis, MN 55402 1954 |
Board member since October 2009 | President, Springboard Partners in Cross Cultural Leadership (consulting company) | 152 | None | ||||
Patricia M. Flynn 901 S. Marquette Ave. Minneapolis, MN 55402 1950 |
Board member since October 2009 | Trustee Professor of Economics and Management, Bentley University; former Dean, McCallum Graduate School of Business, Bentley University | 152 | None | ||||
Stephen R. Lewis, Jr. 901 S. Marquette Ave. Minneapolis, MN 55402 1939 |
Chair of the Board since October 2009 | President Emeritus and Professor of Economics Emeritus, Carleton College | 152 | Director, Valmont Industries, Inc. (manufactures irrigation systems) since 2002 | ||||
Catherine James Paglia 901 S. Marquette Ave. Minneapolis, MN 55402 1952 |
Board member since October 2009 | Director, Enterprise Asset Management, Inc. (private real estate and asset management company) | 152 | None | ||||
Leroy C. Richie 901 S. Marquette Ave. Minneapolis, MN 55402 1941 |
Board member since October 2009 | Counsel, Lewis & Munday, P.C. since 2004; former Vice President and General Counsel, Automotive Legal Affairs, Chrysler Corporation | 152 | Lead Outside Director, Digital Ally, Inc. (digital imaging) since September 2005; Infinity, Inc. (oil and gas exploration and production); OGE Energy Corp. (energy and energy services) since November 2007 | ||||
Alison Taunton-Rigby 901 S. Marquette Ave. Minneapolis, MN 55402 1944 |
Board member since October 2009 |
Chief Executive Officer and Director, RiboNovix, Inc., 2003-2010 (biotechnology); former President, Aquila Biopharmaceuticals | 152 | Director, Healthways, Inc. (health Management programs) since 2005; Director, ICI Mutual Insurance Company, RRG; Director, Abt Associates (government contractor) |
Annual Report 2012 | 27 |
Columbia Seligman Premium Technology Growth Fund |
Directors and Officers (continued)
Interested Director Affiliated with Investment Manager* | ||||||||
Name, Address, Year of Birth |
Position Held With Fund and Length of Service |
Principal Occupation During Past Five Years |
Number of Funds in the Fund Family Overseen By Board Member |
Other Present or Past Directorships/Trusteeships (Within Past 5 Years) | ||||
William F. Truscott 53600 Ameriprise Minneapolis, MN 55474 1960 |
Board member since November 2001 for RiverSource Funds and since June 2011 for Nations Funds; Senior Vice President since 2002 | President, Columbia Management Investment Advisers, LLC February 2012, (previously President, Chairman of the Board and Chief Investment Officer, 2001-April 2010); Chief Executive Officer, Global Asset Management, Ameriprise Financial, Inc. since September 2012 (previously Chief Executive Officer, U.S. Asset Management & President, Annuities, May 2010-September 2012 and President U.S. Asset Management and Chief Investment Officer, 2005-April 2010); President and Chief Executive Officer, Ameriprise Certificate Company 2006-August 2012; Chief Executive Officer, Columbia Management Investment Distributors, Inc. since February 2012, (previously Chairman of the Board and Chief Executive Officer, 2006-April 2010); Chairman of the Board and Chief Executive Officer, RiverSource Distributors, Inc. since 2006. | 204 | Chairman of the Board, Columbia Management Investment Advisers, LLC since May 2010; Director, Columbia Management Investment Distributors, Inc. since May 2010; Director Ameriprise Certificate Company, 2006-January 2013. |
* | Interested person (as defined under the 1940 Act) by reason of being an officer, director, security holder and/or employee of the investment manager or Ameriprise Financial. |
The Board has appointed officers who are responsible for day-to-day business decisions based on policies it has established. The officers serve at the pleasure of the Board. In addition to Mr. Truscott, who is Senior Vice President, the Funds other officers are:
Officers | ||||
Name, Address, |
Position Held With Fund and Length of Service | Principal Occupation During Past Five Years | ||
J. Kevin Connaughton 225 Franklin Street Boston, MA 02110 1964 |
President since May 2010 | Senior Vice President and General Manager Mutual Fund Products, Columbia Management Investment Advisers, LLC since May 2010; Managing Director of Columbia Management Advisors, LLC, December 2004-April 2010; Senior Vice President and Chief Financial Officer, Columbia Funds, June 2008-January 2009; Treasurer, Columbia Funds, October 2003-May 2008 | ||
Amy K. Johnson 5228 Ameriprise Minneapolis, MN 55474 1965 |
Vice President since September 2009 | Senior Vice President and Chief Operating Officer, Columbia Management Investment Advisers, LLC since May 2010 (previously Chief Administrative Officer, 2009-April 2010 and Vice President Asset Management and Trust Company Services, 2006-2009) | ||
Michael G. Clarke 225 Franklin Street Boston, MA 02110 1969 |
Treasurer since January 2011 and Chief Financial Officer since April 2011 | Vice President, Columbia Management Investment Advisers, LLC since May 2010; Managing Director of Fund Administration, Columbia Management Advisors, LLC, September 2004-April 2010; senior officer of Columbia Funds and affiliated funds since 2002 | ||
Scott R. Plummer 5228 Ameriprise Minneapolis, MN 55474 1959 |
Senior Vice President and Chief Legal Officer since September 2009 and Assistant Secretary since June 2011 | Senior Vice President, Chief Legal Officer and Assistant Secretary, Columbia Management Investment Advisers, LLC since June 2005; Vice President and Lead Chief Counsel Asset Management, Ameriprise Financial, Inc. since May 2010 (previously Vice President and Chief Counsel Asset Management, 2005-April 2010); Vice President, Chief Counsel and Assistant Secretary, Columbia Management Investment Distributors, Inc. since 2008; Vice President, General Counsel and Secretary, Ameriprise Certificate Company since 2005; Chief Counsel, RiverSource Distributors, Inc. since 2006 | ||
Colin Moore 225 Franklin Street Boston, MA 02110 1958 |
Senior Vice President since May 2010 | Director and Chief Investment Officer, Columbia Management Investment Advisers, LLC since May 2010; Manager, Managing Director and Chief Investment Officer, Columbia Management Advisors, LLC, 2007-April 2010 |
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Columbia Seligman Premium Technology Growth Fund |
Directors and Officers (continued)
Officers (continued) | ||||
Name, Address, |
Position Held With Fund and Length of Service | Principal Occupation During Past Five Years | ||
Thomas P. McGuire 225 Franklin Street Boston, MA 02110 1972 |
Chief Compliance Officer since March 2012 | Vice President-Asset Management Compliance, Columbia Management Investment Advisers, LLC since 2010; Chief Compliance Officer, Ameriprise Certificate Company since September 2010; Compliance Executive, Bank of America, 2005-2010 | ||
Stephen T. Welsh 225 Franklin Street Boston, MA 02110 1957 |
Vice President since April 2011 | President and Director, Columbia Management Investment Services Corp. since May 2010; President and Director, Columbia Management Services, Inc., July 2004-April 2010; Managing Director, Columbia Management Distributors, Inc., August 2007-April 2010 | ||
Christopher O. Petersen 5228 Ameriprise Minneapolis, MN 55474 1970 |
Vice President and Secretary since April 2011 | Vice President and Chief Counsel, Ameriprise Financial since January 2010 (formerly Vice President and Group Counsel or Counsel, April 2004-January 2010); Assistant Secretary of Legacy RiverSource Funds, January 2007-April 2011 and of the Nations Funds, May 2010-March 2011 | ||
Paul D. Pearson 10468 Ameriprise Minneapolis, MN 55474 1956 |
Vice President and Assistant Treasurer since April 2011 | Vice President Investment Accounting, Columbia Management Investment Advisers, LLC, since May 2010; Vice President Managed Assets, Investment Accounting, Ameriprise Financial Corporation, February 1998-May 2010 | ||
Joseph F. DiMaria 225 Franklin Street Boston, MA 02110 1968 |
Vice President and Chief Accounting Officer and Chief Accounting Officer since April 2011 | Vice President, Mutual Fund Administration, Columbia Management Investment Advisers, LLC, since May 2010; Director of Fund Administration, Columbia Management Advisors, LLC, January 2006-April 2010 | ||
Paul B. Goucher 100 Park Avenue New York, NY 10017 1968 |
Vice President since April 2011 and Assistant Secretary since September 2009 | Vice President and Chief Counsel of Ameriprise Financial since January 2010 (formerly Vice President and Group Counsel, November 2008-January 2010); Director, Managing Director and General Counsel of J. & W. Seligman & Co. Incorporated, July 2008-November 2008 (previously Managing Director and Associate General Counsel, January 2005-July 2008) | ||
Michael E. DeFao 225 Franklin Street Boston, MA 02110 1968 |
Vice President since April 2011 and Assistant Secretary since May 2010 | Vice President and Chief Counsel, Ameriprise Financial since May 2010; Associate General Counsel Bank of America, June 2005-April 2010 |
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Important Information About This Report
Each fund mails one stockholder report to each stockholder address. If you would like more than one report, please call shareholder services at 800.937.5449 and additional reports will be sent to you.
The policy of the Board is to vote the proxies of the companies in which the Fund holds investments consistent with the procedures that can be found by visiting columbiamanagement.com. Information regarding how the Fund voted proxies relating to portfolio securities is filed with the SEC by August 31 for the most recent 12-month period ending June 30 of that year, and is available without charge by visiting columbiamanagement.com; or searching the website of the SEC at sec.gov.
Each fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Each funds Form N-Q is available on the SECs website at sec.gov and may be reviewed and copied at the SECs Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 800.SEC.0330. Each funds complete schedule of portfolio holdings, as filed on Form N-Q, can also be obtained without charge, upon request, by calling 800.937.5449.
Annual Report 2012 | 33 |
Columbia Seligman Premium Technology Growth Fund
P.O. Box 8081
Boston, MA 02266-8081
columbiamanagement.com
You should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. You can obtain the Funds most recent periodic reports and other regulatory filings by contacting your financial advisor or American Stock Transfer & Trust Company at 800.937.5449. These reports and other filings can also be found on the Securities and Exchange Commissions EDGAR Database. You should read these reports and other filings carefully before investing.
© 2013 Columbia Management Investment Advisers, LLC. All rights reserved.
SL-9922 G (3/13)
Item 2. Code of Ethics.
(a) | The registrant has adopted a code of ethics that applies to the registrants principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party. |
(b) | During the period covered by this report, there were not any amendments to a provision of the code of ethics adopted in 2(a) above. |
(c) | During the period covered by this report, there were no waivers, including any implicit waivers, from a provision of the code of ethics described in 2(a) above that relates to one or more of the items set forth in paragraph (b) of this items instructions. |
Item 3. Audit Committee Financial Expert.
The registrants Board of Trustees has determined that Pamela G. Carlton and Alison Taunton-Rigby, each of whom are members of the registrants Board of Trustees and Audit Committee, each qualify as an audit committee financial expert. Ms. Carlton and Ms. Taunton-Rigby are each independent trustees, as defined in paragraph (a)(2) of this items instructions.
Item 4. Principal Accountant Fees and Services.
Fee information below is disclosed for the one series of the registrant whose report to stockholders is included in this annual filing. During the period, the registrant had a change in independent accountant.
(a) Audit Fees. Aggregate Audit Fees billed by the principal accountant for professional services rendered during the fiscal years ended December 31, 2012 and December 31, 2011 are approximately as follows:
2012 | 2011 | |
$25,000 | $35,000 |
Audit Fees include amounts related to the audit of the registrants annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
(b) Audit-Related Fees. Aggregate Audit-Related Fees billed to the registrant by the principal accountant for professional services rendered during the fiscal years ended December 31, 2012 and December 31, 2011 are approximately as follows:
2012 | 2011 | |
$400 | $400 |
Audit-Related Fees include amounts for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrants financial statements and are not reported in Audit Fees above. In both fiscal years 2012 and 2011, Audit-Related Fees consist of agreed-upon procedures performed for semi-annual shareholder reports.
During the fiscal years ended December 31, 2012 and December 31, 2011, there were no Audit-Related Fees billed by the registrants principal accountant to the registrants investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for an engagement that related directly to the operations and financial reporting of the registrant.
(c) Tax Fees. Aggregate Tax Fees billed by the principal accountant to the registrant for professional services rendered during the fiscal year ended December 31, 2012 and December 31, 2011 are approximately as follows:
2012 | 2011 | |
$4,100 | $4,100 |
Tax Fees include amounts for the review of annual tax returns, the review of required shareholder distribution calculations and typically include amounts for professional services by the principal accountant for tax compliance, tax advice and tax planning.
During the fiscal years ended December 31, 2012 and December 31, 2011, there were no Tax Fees billed by the registrants principal accountant to the registrants investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for an engagement that related directly to the operations and financial reporting of the registrant.
(d) All Other Fees. Aggregate All Other Fees billed by the principal accountant to the registrant for professional services rendered during the fiscal year ended December 31, 2012 and December 31, 2011 are approximately as follows:
2012 | 2011 | |
$ 0 | $ 0 |
All Other Fees include amounts for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) above.
Aggregate All Other Fees billed by the registrants principal accountant to the registrants investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for an engagement that related directly to the operations and financial reporting of the registrant during the fiscal years ended December 31, 2012 and December 31, 2011 are approximately as follows:
2012 | 2011 | |
$311,800 | $185,300 |
In both fiscal years 2012 and 2011, All Other Fees consist of fees billed for internal control reviews, subscription to a tax database and tax consulting services. Fiscal year 2012 includes fees billed for the review of documentation around a change in independent accountant. Fiscal year 2011 includes fees billed for the review of yield calculations.
(e)(1) Audit Committee Pre-Approval Policies and Procedures
The registrants Audit Committee is required to pre-approve the engagement of the registrants independent accountants to provide audit and non-audit services to the registrant and non-audit services to its investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) or any entity controlling, controlled by or under common control with such investment adviser that provides ongoing services to the registrant (Adviser Affiliates), if the engagement relates directly to the operations and financial reporting of the registrant.
The Audit Committee has adopted a Policy for Engagement of Independent Accountants for Audit and Non-Audit Services (Policy). The Policy sets forth the understanding of the Audit Committee regarding the engagement of the registrants independent accountants to provide (i) audit and permissible audit-related, tax and other services to the registrant (collectively Fund Services); (ii) non-audit services to the registrants investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and
Adviser Affiliates, if the engagement relates directly to the operations or financial reporting of a Fund (collectively Fund-related Adviser Services); and (iii) certain other audit and non-audit services to the registrants investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Adviser Affiliates. As set forth in this Fund Policy, a service will require specific pre-approval by the Audit Committee if it is to be provided by the Funds independent auditor; provided, however, that pre-approval of non-audit services to the Fund, the Adviser or Control Affiliates may be waived if certain de minimis requirements set forth in the SECs rules are met.
Under the Policy, the Audit Committee may delegate pre-approval authority to any pre-designated member or members who are Independent Trustees/Directors. The member(s) to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next regular meeting. The Audit Committees responsibilities with respect to the pre-approval of services performed by the independent accountants may not be delegated to management.
On an annual basis, at a regularly scheduled Audit Committee meeting, the Funds Treasurer or other Fund Officer shall submit to the Audit Committee a schedule of the types of Fund Services and Fund-related Adviser Services that are subject to specific pre-approval.
This schedule will provide a description of each type of service that is subject to specific pre-approval, along with total projected fees for each service. The pre-approval will generally cover a one-year period. The Audit Committee will review and approve the types of services and the projected fees for the next one-year period and may add to, or subtract from, the list of pre-approved services from time to time, based on subsequent determinations. This specific approval acknowledges that the Audit Committee is in agreement with the types of services that the independent accountants will be permitted to perform.
The Funds Treasurer or other Fund Officer shall report to the Audit Committee at each of its regular meetings regarding all Fund Services or Fund-related Adviser Services initiated since the last such report was rendered, including a general description of the services with forecasted fees for the annual period, proposed changes requiring specific pre-approval and a description of services provided by the independent auditor with actual fees during the current reporting period.
*****
(e)(2) 100% of the services performed for items (b) through (d) above during 2012 and 2011 were pre-approved by the registrants Audit Committee.
(f) Not applicable.
(g) The aggregate non-audit fees billed by the registrants accountant for services rendered to the registrant, and rendered to the registrants investment adviser (not
including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for the fiscal year ended December 31, 2012 and December 31, 2011 are approximately as follows:
2012 | 2011 | |
$316,300 | $189,800 |
(h) The registrants Audit Committee of the Board of Directors has considered whether the provision of non-audit services that were rendered to the registrants adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, is compatible with maintaining the principal accountants independence.
Item 5. Audit Committee of Listed Registrants.
(a) | The registrant has a separately-designated standing audit committee established in accordance with Section 3(a)58)(A) of the Exchange Act (15 U.S.C. 78c(a)(58)(A). Pamela G. Carlton, Alison Taunton-Rigby and Patricia M. Flynn are each independent trustees and collectively constitute the entire Audit Committee. |
(b) | Not applicable. |
Item 6. Investments
(a) | The registrants Schedule I Investments in securities of unaffiliated issuers (as set forth in 17 CFR 210.12-12) is included in Item 1 of this Form N-CSR. |
(b) | Not applicable. |
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Proxy Voting
GENERAL GUIDELINES, POLICIES AND PROCEDURES
The following description of the Proxy Voting Policies and Procedures apply to the closed-end management investment companies in the Columbia Family of Funds that are governed by the same Board of Directors (the Funds).
The Funds uphold a long tradition of supporting sound and principled corporate governance. In furtherance thereof, the Funds Boards of Directors (Board), which consist of a majority of independent Board members, determines policies and votes proxies. The Funds investment manager and administrator, Columbia Management Investment Advisers, LLC (Columbia Management), provides support to the Board in connection with the proxy voting process.
GENERAL GUIDELINES
The Board supports proxy proposals that it believes are tied to the interests of shareholders and votes against proxy proposals that appear to entrench management. For example:
Election of Directors
| The Board generally votes in favor of proposals for an independent chairman or, if the chairman is not independent, in favor of a lead independent director. |
| The Board supports annual election of all directors and proposals to eliminate classes of directors. |
| In a routine election of directors, the Board will generally vote with the recommendations of the companys nominating committee because the Board believes that nominating committees of independent directors are in the best position to know what qualifications are required of directors to form an effective board. However, the Board will generally vote against a nominee who has been assigned to the audit, compensation, or nominating committee if the nominee is not independent of management based on established criteria. The Board will generally also withhold support for any director who fails to attend 75% of meetings or has other activities that appear to interfere with his or her ability to commit sufficient attention to the company and, in general, will vote against nominees who are determined to have exhibited poor governance such as involvement in options backdating, financial restatements or material weaknesses in control, approving egregious compensation or have consistently disregarded the interests of shareholders. |
| The Board generally supports proposals requiring director nominees to receive a majority of affirmative votes cast in order to be elected to the board, and in the absence of majority voting, generally will support cumulative voting. |
| Votes in a contested election of directors are evaluated on a case-by-case basis. |
Defense Mechanisms
The Board generally supports proposals eliminating provisions requiring supermajority approval of certain actions. The Board generally supports proposals to opt out of control share acquisition statutes and proposals restricting a companys ability to make greenmail payments. The Board reviews management proposals submitting shareholder rights plans (poison pills) to shareholders on a case-by-case basis.
Auditors
The Board values the independence of auditors based on established criteria. The Board supports a reasonable review of matters that may raise concerns regarding an auditors service that may cause the Board to vote against a companys recommendation for auditor, including, for example, auditor involvement in significant financial restatements,
options backdating, conflicts of interest, material weaknesses in control, attempts to limit auditor liability or situations where independence has been compromised.
Management Compensation Issues
The Board expects company management to give thoughtful consideration to providing competitive compensation and incentives, which are reflective of company performance, and are directly tied to the interest of shareholders.
The Board generally votes for plans if they are reasonable and consistent with industry and country standards and against plans that it believes dilute shareholder value substantially.
The Board generally favors minimum holding periods of stock obtained by senior management pursuant to equity compensation plans and will vote against compensation plans for executives that it deems excessive.
Social and Corporate Policy Issues
The Board believes proxy proposals should address the business interests of the corporation. Shareholder proposals sometime seek to have the company disclose or amend certain business practices based purely on social or environmental issues rather than compelling business arguments. In general, the Board recognizes our Fund shareholders are likely to have differing views of social and environmental issues and believes that these matters are primarily the responsibility of a companys management and its board of directors. The Board generally abstains or votes against these proposals.
Additional details can be found in the funds Proxy Voting Guidelines.
POLICY AND PROCEDURES
The policy of the Board is to vote all proxies of the companies in which a fund holds investments. Because of the volume and complexity of the proxy voting process, including inherent inefficiencies in the process that are outside the control of the Board or the Proxy Team (defined below), not all proxies may be voted. The Board has implemented policies and procedures that have been reasonably designed to vote proxies in the best economic interests of the funds shareholders, and to address any conflicts between interests of a funds shareholders and those of Columbia Management or other affiliated persons.
The Board votes proxies on behalf of the funds. Columbia Management provides support to the Board in connection with the proxy voting process, and has assigned responsibility to the Columbia Management Proxy Administration Team (Proxy Team) to administer proxies on behalf of the funds. In exercising its responsibilities, the Proxy Team may rely upon the research or recommendations of one or more third party research providers. The Proxy Team assists the Board in identifying situations where its voting guidelines do not clearly direct a vote in a particular manner and assists in researching matters and making voting recommendations. The Proxy Team may recommend that a proxy be voted in a manner contrary to the Boards voting guidelines based on recommendations from
Columbia Management investment personnel (or the investment personnel of a funds subadviser(s)), information obtained from independent research firms or other sources. The Proxy Team makes all recommendations in writing. Except for proposals where the recommendation from Columbia Management concurs with the recommendations from company management and the independent research firms, the Board Chair or other Board members who are independent from the investment manager will consider the recommendation and decide how to vote the proxy proposal or establish a protocol for voting the proposal. If Columbia Management, company management and the independent research firms recommend the same action on such proposals, Columbia Management is authorized to vote in accordance with the consensus recommendation.
On an annual basis, or more frequently as determined necessary, the Board reviews the voting guidelines to determine whether changes are appropriate. The Board may consider recommendations from Columbia Management to revise the existing guidelines or add new guidelines. Typically, changes to the voting guidelines are based on, among other things, industry trends and the frequency that similar proposals appear on company ballots.
The Board considers managements recommendations as set out in the companys proxy statement. In each instance in which a Fund votes against managements recommendation (except when withholding votes from a nominated director or proposals on foreign company ballots), the Board generally sends a letter to senior management of the company explaining the basis for its vote. This permits both the companys management and the Board to have an opportunity to gain better insight into issues presented by the proxy proposal(s).
Voting in Countries Outside The United States (Non-U.S. Countries)
Voting proxies for companies not domiciled in the United States may involve greater effort and cost due to a variety of regulatory schemes and corporate practices. For example, certain non-U.S. countries require trading of securities to be blocked prior to a vote, which means that the securities to be voted may not be traded within a specified number of days before the shareholder meeting. The Board typically will not vote securities in non-U.S. countries that require securities to be blocked as the need for liquidity of the securities in the Funds will typically outweigh the benefit of voting. There may be additional costs associated with voting in non-U.S. countries such that the Board may determine that the cost of voting outweighs the potential benefit.
Securities on Loan
The funds from time to time engage in lending securities held in certain funds to third parties in order to generate additional income. The Board will generally refrain from recalling securities on loan based upon its determination that the costs and lost revenue to the Funds, combined with the administrative effects of recalling the securities, generally outweigh the benefit of voting the proxy. While in general, neither the Board nor Columbia Management assesses the economic impact and benefits of voting loaned securities on a case-by-case basis, situations may arise where the Board requests that loaned securities be recalled in order to vote a proxy. However, if a proxy relates to matters that may impact the nature of a company, such as a proposed merger, acquisition
or a proxy contest, and the Funds ownership position is significant (as determined by thresholds established by the Board), the Board has established a guideline to direct Columbia Management to endeavor to recall such securities based upon its determination that, in these situations, the benefits of voting such proxies generally outweigh the costs or lost revenue to the Funds, or any potential adverse administrative effects to the Funds, of not recalling such securities.
Investment in Affiliated Funds
Certain Funds may invest in shares of other funds managed by Columbia Management (referred to in this context as underlying funds) and may own substantial portions of these underlying funds. In general, the proxy policy of the Funds is to ensure that direct public shareholders of underlying funds control the outcome of any shareholder vote. To help manage this potential conflict of interest, the policy of the Funds is to vote proxies of the underlying funds in the same proportion as the vote of the direct public shareholders; provided, however, that if there are no direct public shareholders of an underlying fund or if direct public shareholders represent only a minority interest in an underlying fund, the Fund may cast votes in accordance with instructions from the independent members of the Board.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Fund |
Portfolio Manager |
Other Accounts Managed | Performance Based Accounts |
Ownership of Fund Shares | ||||||
Number and type of account |
Approximate Total Net Assets (excluding the fund) |
|||||||||
For fiscal period ending December 31 | ||||||||||
Columbia Seligman Premium Technology Growth |
Paul Wick | 5 RICs 6 other accounts |
$4.32 billion $507.99 million |
None | None | |||||
Ajay Diwan |
3 RICs 5 other accounts |
$3.18 billion $1.01 million |
None | None | ||||||
Braj Agrawal |
15 other accounts | $0.24 million | None | None |
Potential Conflicts of Interest:
Like other investment professionals with multiple clients, a funds portfolio manager(s) may face certain potential conflicts of interest in connection with managing both the fund and other accounts at the same time. The investment manager and the funds have adopted compliance policies and procedures that attempt to address certain of the potential conflicts that portfolio managers face in this regard. Certain of these conflicts of interest are summarized below.
The management of accounts with different advisory fee rates and/or fee structures, including accounts that pay advisory fees based on account performance (performance fee accounts), may raise potential conflicts of interest for a portfolio manager by creating an incentive to favor higher fee accounts.
Potential conflicts of interest also may arise when a portfolio manager has personal investments in other accounts that may create an incentive to favor those accounts. As a general matter and subject to the investment managers Code of Ethics and certain limited exceptions, the investment managers investment professionals do not have the opportunity to invest in client
accounts, other than the funds.
A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. The effects of this potential conflict may be more pronounced where funds and/or accounts managed by a particular portfolio manager have different investment strategies.
A portfolio manager may be able to select or influence the selection of the broker/dealers that are used to execute securities transactions for the funds. A portfolio managers decision as to the selection of broker/dealers could produce disproportionate costs and benefits among the funds and the other accounts the portfolio manager manages.
A potential conflict of interest may arise when a portfolio manager buys or sells the same securities for a fund and other accounts. On occasions when a portfolio manager considers the purchase or sale of a security to be in the best interests of a fund as well as other accounts, the investment managers trading desk may, to the extent consistent with applicable laws and regulations, aggregate the securities to be sold or bought in order to obtain the best execution and lower brokerage commissions, if any. Aggregation of trades may create the potential for unfairness to a fund or another account if a portfolio manager favors one account over another in allocating the securities bought or sold.
Cross trades, in which a portfolio manager sells a particular security held by a fund to another account (potentially saving transaction costs for both accounts), could involve a potential conflict of interest if, for example, a portfolio manager is permitted to sell a security from one account to another account at a higher price than an independent third party would pay. The investment manager and the funds have adopted compliance procedures that provide that any transactions between a fund and another account managed by the investment manager are to be made at a current market price, consistent with applicable laws and regulations.
Another potential conflict of interest may arise based on the different investment objectives and strategies of a fund and other accounts managed by its portfolio manager(s). Depending on another accounts objectives and other factors, a portfolio manager may give advice to and make decisions for a fund that may differ from advice given, or the timing or nature of decisions made, with respect to another account. A portfolio managers investment decisions are the product of many factors in addition to basic suitability for the particular account involved. Thus, a portfolio manager may buy or sell a particular security for certain accounts, and not for a fund, even though it could have been bought or sold for the fund at the same time. A portfolio manager also may buy a particular security for one or more accounts when one or more other accounts are selling the security (including short sales). There may be circumstances when a portfolio managers purchases or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts, including the funds.
A funds portfolio manager(s) also may have other potential conflicts of interest in managing the fund, and the description above is not a complete description of every conflict that could exist in managing the fund and other accounts. Many of the potential conflicts of interest to which the investment managers portfolio managers are subject are essentially the same or
similar to the potential conflicts of interest related to the investment management activities of the investment manager and its affiliates.
Structure of Compensation:
Portfolio manager compensation is typically comprised of (i) a base salary and (ii) an annual cash bonus. The annual cash bonus, and in some instances the base salary, are paid from a team bonus pool that is based on fees and performance of the accounts managed by the portfolio management team, which might include mutual funds, wrap accounts, institutional portfolios and hedge funds.
The percentage of management fees on mutual funds and long-only institutional portfolios that fund the bonus pool is based on the short term (typically one-year) and long-term (typically three-year and five-year) performance of those accounts in relation to the relevant peer group universe.
A fixed percentage of management fees on hedge funds and separately managed accounts that follow a hedge fund mandate fund the bonus pool.
The percentage of performance fees on hedge funds and separately managed accounts that follow a hedge fund mandate that fund the bonus pool is based on the absolute level of each hedge funds current year investment return.
For all employees the benefit programs generally are the same, and are competitive within the Financial Services Industry. Employees participate in a wide variety of plans, including options in Medical, Dental, Vision, Health Care and Dependent Spending Accounts, Life Insurance, Long Term Disability Insurance, 401(k), and a cash balance pension plan.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
The Fund has a share repurchase plan approved by the Funds Board of Directors, which authorizes repurchases of the Funds common stock in the open market at times when shares are trading at a discount from NAV and in an amount approximately sufficient to offset the growth in the number of common shares attributable to the reinvestment of the portion of its distributions to common stockholders attributable to distributions received from portfolio investments less Fund expenses. The Fund has not repurchased shares during the period.
Item 10. Submission of Matters to a Vote of Security Holders.
There were no material changes to the procedures by which shareholders may recommend nominees to the registrants board of directors.
Item 11. Controls and Procedures.
(a) | The registrants principal executive officer and principal financial officers, based on their evaluation of the registrants disclosure controls and procedures as of a date within 90 days of the filing of this report, have concluded that such controls and procedures are adequately designed to ensure that material information required to be disclosed by the registrant in Form N-CSR is accumulated and communicated to the registrants management, including the principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. |
(b) | During November 2012, the registrant enhanced internal controls over financial reporting relating to the recording of certain last day trades. These controls include (i) additional analysis of last day security purchase prices, (ii) comparisons of cost and market value for last day trades and (iii) analytical review of per share changes resulting from financial statement adjustments. |
Item 12. Exhibits.
(a)(1) Code of ethics required to be disclosed under Item 2 of Form N-CSR attached hereto as Exhibit 99.CODE ETH.
(a)(2) Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) attached hereto as Exhibit 99.CERT.
(a)(3) Not applicable.
(b) Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) attached hereto as Exhibit 99.906CERT.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(registrant) | Columbia Seligman Premium Technology Growth Fund, Inc. |
By (Signature and Title) | /s/ J. Kevin Connaughton | |
J. Kevin Connaughton, President and Principal Executive Officer |
Date | February 21, 2013 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title) | /s/ J. Kevin Connaughton | |
J. Kevin Connaughton, President and Principal Executive Officer |
Date | February 21, 2013 |
By (Signature and Title) | /s/ Michael G. Clarke | |
Michael G. Clarke, Treasurer and Chief Financial Officer |
Date | February 21, 2013 | |