File No. 2-56805
811-2650
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_|
Pre-Effective Amendment No. |_|
Post-Effective Amendment No. 26 |X|
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |_|
Amendment No. 18 |X|
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SELIGMAN CASH MANAGEMENT FUND, INC.
(Exact name of registrant as specified in charter)
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100 PARK AVENUE, NEW YORK, NEW YORK 10017
(Address of principal executive offices)
Registrant's Telephone Number: 212-850-1864 or Toll Free: 800-221-2450
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THOMAS G. ROSE, Treasurer, 100 Park Avenue, New York, New York 10017
(Name and address of agent for service)
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It is proposed that this filing will become effective (check appropriate box):
|_| immediately upon filing pursuant to paragraph (b) of rule 485
|X| on May 1, 1995 pursuant to paragraph (b) of rule 485
|_| 60 days after filing pursuant to paragraph (a)(i) of rule 485
|_| on (date) pursuant to paragraph (a)(i) of rule 485
|_| 75 days after filing pursuant to paragraph (a)(ii) of rule 485
|_| on (date) pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
|_| This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has registered an indefinite amount of securities under the
Securities Act of 1933 pursuant to Rule 24f-2(a)(1) and a Rule 24f-2 Notice for
Registrant's most recent fiscal year was filed with the Commission on February
27, 1995
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File No. 2-56805
811-2650
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SELIGMAN CASH MANAGEMENT FUND INC.
FORM N-1A CROSS REFERENCE SHEET
POST-EFFECTIVE AMENDMENT NO. 26
PURSUANT TO RULE 481(A)
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ITEM IN PART A OF FORM N-1A LOCATION IN PROSPECTUS
1. Cover Page Cover Page
2. Synopsis Summary of Fund Expenses
3. Condensed Financial Information Financial Highlights
4. General Description of Registrant Cover Page; Organization and Capitalization
5. Management of the Fund Management Services
6. Capital Stock and Other Securities Net Asset Value Per Share; Organization and Capitalization
7. Purchase of Securities Being Offered Alternative Distribution System; Purchase of Shares; Administration,
Shareholder Services and Distribution Plan
8. Redemption or Repurchase Telephone Transactions; Redemption of Shares; Exchange Privilege
9. Pending Proceedings Not Applicable
ITEM IN PART B OF FORM N-1A LOCATION IN STATEMENT OF ADDITIONAL INFORMATION
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History General Information; Organization and Capitalization (Prospectus):
Appendix B
13. Investment Objectives and Policies Investment Objectives And Policies; Investment Limitations
14. Management of the Registrant Management And Expenses
15. Control Persons and Principal Directors and Officers
Holders of Securities
16. Investment Advisory and Other Services Management and Expenses
17. Brokerage Allocation Not Applicable
18. Capital Stock and Other Securities General Information; Organization and Capitalization (Prospectus)
19. Purchase, Redemption and Pricing Purchase and Redemption of Fund Shares;of Securities being offered
Net Asset Value Per Share
20. Tax Status Federal Income Taxes (Prospectus)
21. Underwriters Not Applicable
22. Calculation of Performance Data Calculation of Yield; Net Asset Value Per Share
of Money Market Funds
23. Financial Statements Financial Statements
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PROSPECTUS
SELIGMAN
CASH
MANAGEMENT
FUND, INC.
May 1, 1995
[J&W SELIGMAN LOGO]
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A Money Market Fund
In its 20th Year
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SELIGMAN CASH MANAGEMENT FUND, INC.
100 Park Avenue
New York, NY 10017
New York City Telephone: (212) 850-1864
Toll-Free Telephone: (800) 221-2450--all continental United States
For Retirement Plan Information--Toll-Free Telephone: (800) 445-1777
May 1, 1995
Seligman Cash Management Fund, Inc. (the "Fund") is a money market fund
which seeks to preserve capital and to maximize liquidity and current income by
investing in high-quality money market instruments. There can be no assurance
that the Fund's investment objectives will be achieved. For a description of the
Fund's investment objectives and policies, including the risk factors associated
with an investment in the Fund, see "Investment Objectives And Policies."
INVESTMENTS IN THE FUND ARE NEITHER INSURED NOR GUARANTEED BY THE U.S.
GOVERNMENT AND THERE IS NO ASSURANCE THAT THE FUND WILL BE ABLE TO MAINTAIN A
STABLE NET ASSET VALUE OF $1.00 PER SHARE.
The Fund offers two classes of shares. Class A shares are sold subject to
an annual service fee of up to .25 of 1% of the average daily net asset value of
the Class A shares. Such service fee will not be charged until after April 30,
1996. Class D shares are available only through an exchange of shares of another
mutual fund in the Seligman Group offering Class D shares ("Original Class D
Shares") and are subject to a contingent deferred sales load ("CDSL") of 1%
imposed on certain redemptions within one year of purchase of the Original Class
D Shares, an annual distribution fee of up to .75 of 1% and an annual service
fee of up to .25 of 1% of the average daily net asset value of the Class D
shares. See "Alternative Distribution System."
This Prospectus sets forth concisely the information a prospective investor
should know about the Fund before investing. Please read it carefully before you
invest and keep it for future reference. Additional information about the Fund,
including a Statement of Additional Information, has been filed with the
Securities and Exchange Commission. The Statement of Additional Information is
available upon request and without charge by calling or writing the Fund at the
telephone numbers or the address set forth above. The Statement of Additional
Information is dated the same date as this Prospectus and incorporated herein by
reference in its entirety.
SHARES IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND SHARES ARE NOT FEDERALLY INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD
OR ANY OTHER AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
TABLE OF CONTENTS
PAGE
----
Summary Of Fund Expenses ............................ 2
Financial Highlights ................................ 3
Alternative Distribution System ..................... 4
Investment Objectives And Policies .................. 4
Management Services ................................. 6
Net Asset Value Per Share............................ 7
Purchase Of Shares .................................. 7
Right Of Accumulation In Purchases Of Shares
Of The Other Seligman Funds....................... 10
Telephone Transactions............................... 10
Redemption Of Shares ................................ 11
Administration, Shareholder Services
And Distribution Plan.............................. 13
Exchange Privilege .................................. 14
Dividends............................................ 16
Federal Income Taxes ................................ 16
Shareholder Information ............................. 17
Yield ............................................... 18
Organization And Capitalization ..................... 18
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SUMMARY OF FUND EXPENSES
CLASS A CLASS D
SHARES SHARES
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SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)...................................... None None
Sales Load on Reinvested Dividends......................................... None None
Deferred Sales Load (as a percentage of original 1% during the first year;
purchase price or redemption proceeds, whichever is lower)............... None None thereafter
Redemption Fees............................................................ None None
Exchange Fees.............................................................. None None
CLASS A CLASS D
SHARES SHARES
------- -------
ANNUAL FUND OPERATING EXPENSES FOR 1994
(as a percentage of average net assets)
Management Fees............................................................ .44% .44%
12b-1 Fees+................................................................ -- 1.00%*
Other Expenses (net of reimbursement)...................................... .38% .46%
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Total Fund Operating Expenses.............................................. .82% 1.90%
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The purpose of this table is to assist investors in understanding the
various costs and expenses which shareholders of the Fund bear directly or
indirectly. The contingent deferred sales load on Class D shares is a one-time
charge paid only if shares received through an exchange are redeemed within one
year of purchase of the Original Class D Shares. For more information concerning
a description of the various costs and expenses, see "Management Services,"
"Purchase Of Shares" and "Redemption Of Shares" herein. The Fund's
Administration, Shareholder Services and Distribution Plan to which the caption
"12b-1 Fees" relates, is discussed under "Administration, Shareholder Services
And Distribution Plan" herein.
In 1994, the Manager, in its discretion, reimbursed a portion of the
expenses for Class D Shares. The expenses listed in the table are net of a
voluntary reimbursement. Absent such reimbursement, "Other Expenses" for Class D
shares would have been 1.79% of average net assets and "Total Operating
Expenses" would have been 3.23%.
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EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
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You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return and (2) redemption at the end
of each time period:..........................................Class A $ 8 $26 $ 46 $101
Class D* $29++ $60 $103 $222
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THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN AND THE 5%
ANNUAL RETURN USED IN THIS EXAMPLE IS A HYPOTHETICAL RATE.
*Includes an annual distribution fee of .75 of 1% and an annual service fee of
.25 of 1%. Pursuant to the Rules of the National Association of Securities
Dealers, Inc., the aggregate deferred sales loads and annual distribution
fees on Class D shares of the Fund may not exceed 6.25% of total gross sales,
subject to certain exclusions. The 6.25% limitation is imposed on the Fund
rather than on a per shareholder basis. Therefore, a long-term Class D
shareholder of the Fund may pay more in total sales loads (including
distribution fees) than the economic equivalent of 6.25% of such
shareholder's investment in the shares.
+The 12b-1 plan, approved by shareholders in respect of Class A shares on
November 23, 1992, pursuant to which up to .25% of the Fund's Class A Shares'
average net assets may be paid to Seligman Financial Services, Inc. for
administration, shareholder services and distribution assistance is not
reflected in the Summary of Expenses since those fees will not be charged
until after April 30, 1996.
++Assuming (1) 5% annual return and (2) no redemption at the end of one year,
the expenses on a $1,000 investment would be $19.
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FINANCIAL HIGHLIGHTS
The Fund's financial highlights for the periods presented below have been
audited by Deloitte & Touche LLP, independent auditors. This information, which
is derived from the financial and accounting records of the Fund, should be read
in conjunction with the 1994 financial statements and notes contained in the
1994 Annual Report which may be obtained by calling or writing the Fund at the
telephone numbers or address provided on the cover page of this Prospectus.
The per share operating performance data is designed to allow investors to
trace the operating performance, on a per share basis, from the Fund's beginning
net asset value to its ending net asset value so that investors may 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 share amount.
The total return based on net asset value measures the Fund's performance
assuming investors purchased Fund shares at net asset value as of the beginning
of the period, invested dividends paid at net asset value, and then sold their
shares at the net asset value per share on the last day of the period. Total
returns for periods of less than one year are not annualized.
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CLASS A CLASS D
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YEAR ENDED DECEMBER 31 YEAR 5/3/93*
------------------------------------------------------------------------------------ ENDED TO
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985 12/31/94 12/31/93
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PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning
of period................. $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $1.000 $1.000
Net investment income ...... .034 .024 .030 .053 .074 .084 .066 .059 .060 .073 .024 .003
Dividends paid or declared.. (.034) (.024) (.030) (.053) (.074) (.084) (.066) (.059) (.060) (.073) (.024) (.003)
------- ------- ------- ------- ------- ------- ------- ------- ------- ----- -------
Net asset value, end of
period................... $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $1.000 $1.000
======= ======= ======= ======= ======= ======= ======= ======= ======= ======= ====== ======
TOTAL RETURN BASED
ON NET ASSET VALUE...... 3.46% 2.40% 3.10% 5.53% 7.53% 8.76% 6.88% 6.13% 6.18% 7.60% 2.35% .30%
RATIOS/SUPPLEMENTAL DATA:
Expenses to average
net assets............... .82% .77% .76% .79% .80% .80% .93% .83% .87% .93% 1.90% 1.74%+
Net investment income
to average net assets.... 3.41% 2.37% 3.04% 5.34% 7.40% 8.46% 6.63% 5.96% 6.00% 7.37% 2.32% 1.39%+
Net assets, end of period
(000's omitted).......... $194,406 $173,902 $193,158 $260,297 $287,518 $321,481 $344,664 $354,588 $349,221 $320,870 $3,458 $ 26
Without management fee
waiver or expense
reimbursement:**
Net investment income
per share................ $ .023 $ .029 $ .052 $ .013 $.002
Ratios:
Expenses to average
net assets............... .86% .85% .86% 3.23% 1.83%+
Net investment income to
average net assets....... 2.28% 2.95% 5.28% .99% 1.30%+
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*Commencement of offering of Class D shares.
**For the years 1991 to 1993, the Manager, at its discretion, waived a portion
of its management fees for the Fund. In 1994, the Manager, at its discretion,
reimbursed a portion of the expenses of Class D shares.
+Annualized.
The data provided above for the Class A shares reflects historical
information and therefore has not been adjusted to reflect the effect of the
increased management fee approved by shareholders on April 10, 1991 or the
Administration, Shareholder Services and Distribution Plan which was approved on
November 23, 1992, payment of which may commence after April 30, 1996.
3
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ALTERNATIVE DISTRIBUTION SYSTEM
The Fund offers two classes of shares: Class A shares and Class D shares,
each of which may be acquired by investors at net asset value. Class A shares
are sold to all investors except as described below. Class D shares are offered
only to investors who wish to exchange their Class D shares of another mutual
fund in the Seligman Group ("Original Class D Shares) for Class D shares of the
Fund. Class D shares of another mutual fund in the Seligman Group may not be
exchanged for Class A shares of the Fund. Class D shares are subject to a higher
distribution fee and, with respect to redemptions of shares within one year of
the purchase of the Original Class D Shares, a CDSL.
The two classes of shares represent interests in the same portfolio of
investments, have the same rights and are generally identical in all respects
except that each class bears its separate distribution and certain class
expenses and has exclusive voting rights with respect to any matter to which a
separate vote of any class is required by the Investment Company Act of 1940, as
amended (the "1940 Act"), or Maryland law. The net income attributable to each
class and dividends payable on the shares of each class will be reduced by the
amount of the distribution and other expenses of each class. Class A shares
currently do not bear distribution expenses. Class D shares bear a distribution
expense, which will cause the Class D shares to pay lower dividends than the
Class A shares. The two classes also have separate exchange privileges.
The Directors of the Fund believe that no conflict of interest currently
exists between the Class A and Class D shares. On an ongoing basis, the
Directors, in the exercise of their fiduciary duties under the 1940 Act and
Maryland law, will seek to ensure that no such conflict arises. For this
purpose, the Directors will monitor the Fund for the existence of any material
conflict among the classes and will take such action as is reasonably necessary
to eliminate any such conflicts that may develop.
DIFFERENCES BETWEEN CLASSES. The primary distinctions between Class A and
Class D shares are their ongoing expenses as set forth below.
ANNUAL 12B-1 FEES
INITIAL (AS A % OF AVERAGE
SALES LOAD DAILY NET ASSETS) OTHER INFORMATION
---------- ------------------- -----------------
CLASS A None Service fee of --
.25%. (This fee will
not be assessed
through April 30,
1996. Payments
may commence
after that date.)
CLASS D None Service fee of CDSL of 1% on
.25%; Distribution redemption
fee of .75%. within one year of
purchase of
the Original
Class D Shares.
INVESTMENT OBJECTIVES AND POLICIES
The Fund is an open-end diversified management investment company, as
defined in the 1940 Act, or mutual fund, incorporated in Maryland in 1976.
The investment objective of the Fund is to preserve capital and to maximize
liquidity and current income. To the extent the Fund emphasizes preservation of
capital and liquidity, current income could be lessened. There can be no
assurance that the Fund's investment objectives will be attained. The value of
securities in the Fund generally can be expected to vary inversely with changes
in prevailing interest rates.
Shares of the Fund offer individuals, fiduciaries, corporations and
institutions a liquid investment in professionally-managed portfolios invested
in money market instruments. By combining the assets of shareholders, the Fund
seeks the higher yields offered by money market instruments of larger
denominations which are not available to smaller investors. Moreover,
shareholders of the Fund are relieved of the detailed bookkeeping and operating
procedures normally associated with investments in money market instruments such
as scheduling maturities, surveying markets to obtain favorable yields,
4
<PAGE>
evaluating credit risks and safeguarding the receipts, custody and delivery of
the securities.
The Fund seeks to maintain a constant net asset value of $1.00 per share;
there can be no assurance that the Fund will be able to do so. In an effort to
maintain a stable net asset value, the Fund uses the amortized cost method of
valuing its securities.
The Fund will invest only in U.S. dollar-denominated securities having a
remaining maturity of 13 months (397 days) or less and will maintain a
dollar-weighted average portfolio maturity of 90 days or less. The Fund will
limit its investments to those securities that, in accordance with guidelines
adopted by the Board of Directors, present minimal credit risks. Accordingly,
the Fund will not purchase any security (other than a U.S. Government security)
unless (i) it is rated in one of the two highest rating categories assigned to
short-term debt securities by at least two nationally recognized statistical
rating organizations ("NRSRO's") such as Moody's Investors Service, Inc.
("Moody's") and Standard & Poor's Corporation ("S&P"), or (ii) if not so rated,
it is determined to be of comparable quality. Determinations of the comparable
quality will be made in accordance with procedures established by the Directors.
These standards must be satisfied at the time an investment is made. If the
quality of the investment later declines, the Fund may continue to hold the
investment, subject in certain circumstances to a finding by the Board of
Directors that disposing of the investment would not be in the Fund's best
interest.
Presently, the Fund only invests in either U.S. Government securities or
securities that are rated in the top category by Moody's and S&P. However, the
Fund is permitted to invest up to 5% of its assets in securities rated in the
second highest rating category by two NRSRO's, provided that not more than the
greater of 1% of its total assets or $1,000,000 are invested in any one such
security.
The Fund invests in high-quality money market instruments, including the
following:
U.S. GOVERNMENT, AGENCY AND INSTRUMENTALITY OBLIGATIONS. These securities
include direct obligations issued by the U.S. Treasury, such as bills, notes and
bonds, and marketable obligations issued by a U.S. Government agency or
instrumentality, having maturities not exceeding 13 months (397 days).
Agency and instrumentality securities include those issued by the Small
Business Administration, General Services Administration and Farmers Home
Administration, each of which are guaranteed by the U.S. Treasury. Other such
securities are supported by the right of the issuer to borrow from the Treasury,
such as securities of Federal Home Loan Banks, while certain other securities
are supported only by the credit of the agency or instrumentality itself, such
as securities issued by the Federal National Mortgage Administration.
BANK OBLIGATIONS. These instruments include obligations of domestic banks
(including foreign branches) and foreign banks with maturities not exceeding 13
months (397 days) including negotiable certificates of deposit, bankers'
acceptances, fixed time deposits and commercial paper. Investment in such
obligations will be limited at the time of investment to the obligations of the
100 largest domestic banks in terms of assets which are subject to regulatory
supervision by the U.S. Government or state governments and the obligations of
the 100 largest foreign banks in terms of assets with branches or agencies in
the United States. Fixed time deposits, unlike negotiable certificates of
deposit, generally do not have a market and may be subject to penalties for
early withdrawal of funds.
Investments in foreign banks and foreign branches of United States banks
involve certain risks not generally associated with investments in domestic
banks. While domestic banks are required to maintain certain reserves and are
subject to other regulations, such requirements and regulations may not apply to
5
<PAGE>
foreign branches. Investments in foreign banks and branches may also be subject
to other risks, including future political and economic developments, the
seizure or nationalization of foreign deposits and the establishment of exchange
controls or other restrictions.
COMMERCIAL PAPER AND SHORT-TERM CORPORATE DEBT SECURITIES. Commercial paper
includes short-term unsecured promissory notes with maturities not exceeding
nine months issued in bearer form by bank holding companies, corporations and
finance companies. Investments in commercial paper issued by bank holding
companies will be limited at the time of investment to the 100 largest U.S. bank
holding companies in terms of assets.
REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements under
which it acquires a money market instrument, qualified for purchase by the Fund,
subject to resale at an agreed upon price and date. Such resale price reflects
an agreed upon interest rate effective for the period of time the instrument is
held by the Fund and is unrelated to the interest rate on the instrument.
Repurchase agreements usually are for short periods, such as one week or less,
but may be for longer periods. Although the Fund may enter into repurchase
agreements with respect to any money market instruments qualified for purchase,
such agreements generally involve U.S. Government securities. The Fund may enter
into repurchase agreements with broker/dealers and commercial banks. Repurchase
agreements could involve certain risks in the event of bankruptcy or other
default by the seller, including possible delays and expenses in liquidating the
securities underlying the agreement, decline in value of the underlying
securities and loss of interest.
The Fund will not invest more than 10% of its assets in repurchase
agreements of more than one week's duration and in fixed time deposits, other
than overnight deposits, subject to withdrawal penalties.
LENDING OF PORTFOLIO SECURITIES. The Fund may lend portfolio securities to
brokers, dealers and financial institutions provided that cash, or equivalent
collateral, equal to at least 100% of the market value of the securities loaned
is maintained by the borrower with the Fund. During the time such securities are
on loan, the borrower will pay the Fund any income accruing thereon and the Fund
may invest the cash collateral and earn additional income or may receive an
agreed upon fee from the borrower who has delivered equivalent collateral. The
Fund will not lend more than 25% of the value of its total assets, and it is not
intended that payments received on account of interest paid on securities loaned
will exceed 10% of the annual gross income of the Fund without offset for
realized short-term capital losses, if any.
SECURITIES TRADING. The Fund may trade investments to take advantage of
short-term market movements. This may result in high portfolio turnover. The
Fund does not anticipate incurring significant brokerage or transaction expenses
since portfolio transactions ordinarily will be made directly with the issuer,
money market dealer, or other financial institution on a net price basis.
The foregoing investment policies are not fundamental and the Board of
Directors may change such policies without the vote of a majority of the Fund's
outstanding voting securities. As a matter of policy, the Board would not change
the Fund's investment objectives of seeking to preserve capital and to maximize
liquidity and current income without such a vote. A more detailed description of
the Fund's investment policies, including a list of those restrictions on the
Fund's investment activities which cannot be changed without such a vote,
appears in the Statement of Additional Information. Under the 1940 Act, a "vote
of a majority of the outstanding voting securities" of the Fund means the
affirmative vote of the lesser of (1) more than 50% of the outstanding shares of
the Fund or (2) 67% or more of the shares of the Fund present at a shareholders'
meeting if more than 50% of the outstanding shares of the Fund are represented
at the meeting in person or by proxy.
MANAGEMENT SERVICES
The Board of Directors provides broad supervision over the affairs of the
Fund. Pursuant to a Management Agreement approved by the Board and the
shareholders of the Fund, J. & W. Seligman & Co. Incorporated (the "Manager")
6
<PAGE>
manages the investments of the Fund and administers the business and other
affairs of the Fund. The address of the Manager is 100 Park Avenue, New York, NY
10017.
The Manager also serves as manager of sixteen other investment companies
which, together with the Fund, comprise the "Seligman Group." These companies
are Seligman Capital Fund, Inc., Seligman Common Stock Fund, Inc., Seligman
Communications and Information Fund, Inc., Seligman Frontier Fund, Inc.,
Seligman Growth Fund, Inc., Seligman Henderson Global Fund Series, Inc.,
Seligman High Income Fund Series, Seligman Income Fund, Inc., Seligman New
Jersey Tax-Exempt Fund, Inc., Seligman Pennsylvania Tax-Exempt Fund Series,
Seligman Portfolios, Inc., Seligman Quality Municipal Fund, Inc., Seligman
Select Municipal Fund, Inc., Seligman Tax-Exempt Fund Series, Inc., Seligman
Tax-Exempt Series Trust and Tri-Continental Corporation. The aggregate assets of
the Seligman Group are approximately $7.3 billion. The Manager also provides
investment management or advice to institutional accounts having an aggregate
value of approximately $3.3 billion.
Mr. William C. Morris is Chairman and President of the Manager and Chairman
of the Board and Chief Executive Officer of the Fund. Mr. Morris owns a majority
of the outstanding voting securities of the Manager.
The Manager also provides senior management for Seligman Data Corp., a
wholly-owned subsidiary of the Fund and certain other investment companies in
the Seligman Group, which performs, at cost, certain record-keeping functions
for the Fund, maintains the records of shareholder accounts and furnishes
dividend paying, redemption and related services.
The Manager is entitled to receive a management fee for its services,
calculated daily and payable monthly, equal to a per annum percentage of the
Fund's daily net assets. For the year ended December 31, 1994, the management
fee paid by the Fund was equal to .44% of the Fund's average daily net assets.
The method for determining the management fee is set forth in the Appendix.
The Fund pays all of its expenses other than those assumed by the Manager.
In 1994, total expenses of the Fund's Class A and Class D shares amounted
to .82% and 1.90%, respectively, of the average daily net assets of such class.
NET ASSET VALUE PER SHARE
The net asset value per share of the Fund is determined as of the close of
trading on the New York Stock Exchange (usually 4:00 p.m., Eastern time) on days
on which the New York Stock Exchange is open for business. Net asset value is
calculated separately for each class. The Fund's assets are valued on the basis
of amortized cost, which involves valuing a portfolio instrument at its cost
initially and thereafter assuming a constant amortization to maturity of any
discount or premium regardless of the impact of fluctuating interest rates on
the market value of the instrument. Under present policies, the Fund invests
only in securities which have a maturity of 13 months (397 days) or less at the
date of purchase. The Fund also maintains a weighted average portfolio maturity
of 90 days or less. These policies are followed in order for the Fund to
maintain a constant net asset value of $1.00 per share although there is no
assurance that it will be able to do so on a continuous basis.
PURCHASE OF SHARES
Seligman Financial Services, Inc. ("SFSI"), an affiliate of the Manager,
acts as general distributor of the Fund's shares. Its address is 100 Park
Avenue, New York, NY 10017.
THE MINIMUM AMOUNT FOR INITIAL INVESTMENT IN THE FUND'S CLASS A SHARES IS
$1,000 (EXCEPT FOR AN ACCOUNT BEING ESTABLISHED PURSUANT TO THE
INVEST-A-CHECK(R) SERVICE); SUBSEQUENT INVESTMENTS MUST BE IN THE MINIMUM AMOUNT
OF $100 (EXCEPT FOR INVESTMENT OF DIVIDENDS). THE FUND RESERVES THE RIGHT TO
RETURN INVESTMENTS WHICH DO NOT MEET THESE MINIMUMS. ADDITIONALLY, THE FUND
RESERVES THE RIGHT TO REFUSE ANY ORDER FOR THE PURCHASE OF SHARES.
7
<PAGE>
Class A shares are continuously offered for sale at their net asset value
next determined after a purchase order is received and becomes effective. A
purchase order becomes effective on a day on which the Fund is open for business
when Mellon Bank, N.A. receives, or converts the purchase amount into Federal
funds, i.e., monies of member banks within the Federal Reserve System held at a
Federal Reserve Bank. Shares purchased at the close of business on the day an
order becomes effective are entitled to receive income dividends that day. SFSI
reserves the right to refuse any purchase order. Class A shares are subject to
an annual service fee of up to .25% of the average daily net asset value of the
Class A shares. Such fee may not be charged until after April 30, 1996.
PURCHASES BY CHECK. Checks for investment in Class A shares must be in U.S.
dollars drawn on a domestic bank and should be made payable to the "Seligman
Group of Funds" and sent to P.O. BOX 3936, NEW YORK, NY 10008-3936.
Checks which are drawn on a member bank of the Federal Reserve System and
received by Seligman Data Corp. by 1:00 p.m. ordinarily will be converted into
Federal funds and used to purchase shares within one business day following
receipt. Checks drawn on banks which are not members of the Federal Reserve
System may take longer to be converted.
Seligman Data Corp. will charge a $10.00 service fee for checks returned to
it marked "unpaid." This charge may be deducted from the account that requested
the purchase. For the protection of the Fund and its shareholders, no redemption
proceeds will be remitted to a shareholder with respect to shares purchased by
check (unless certified) until Seligman Data Corp. receives notice that the
check has cleared, which may be up to 15 days from the credit of the shares to
the shareholder's account.
PURCHASES BY FEDERAL RESERVE WIRE SYSTEM. An investor's bank may be able to
transmit Federal funds to Mellon Bank, N.A. via the Federal Reserve Wire System.
If funds are transmitted in this way and received by Mellon Bank, N.A. prior to
1:30 p.m., Eastern time, on days which the New York Stock Exchange is open, the
order will be effective on that day, i.e., the money will be invested and will
start earning dividends.
Wires received by Mellon Bank, N.A. after 1:30 p.m., Eastern time, or on
days which the New York Stock Exchange is closed will be invested on the next
business day.
If choosing this method for opening an account, an investor should call
Seligman Data Corp. to obtain an account number before wiring the investment and
then instruct the bank to "wire transfer" the investment to:
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, PA 15259
ABA #043000261
Credit: Seligman Cash Management Fund, Inc.
Class A
A/C #107-1302
For credit to:
[Shareholder's Name]
[Shareholder's Account Number]
Although the Fund makes no charge for this service, the transmitting bank
may impose a wire service fee.
CLASS D SHARES. Class D shares are only available through an exchange of
Class D shares of another mutual fund in the Seligman Group ("Original Class D
Shares"), but are subject to a CDSL if the shares received through the exchange
are redeemed within one year from the date of purchase of the Original Class D
Shares; the shares are subject to an annual distribution fee of up to .75 of 1%
and an annual service fee of up to .25 of 1% of the average daily net asset
value of the Class D shares. No CDSL will be imposed on the redemption of shares
acquired through the investment of dividends or distributions from any Class D
shares within the Seligman Group of mutual funds or on any shares received
through an exchange of such shares. The amount of any CDSL will be paid to, and
retained by, SFSI.
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<PAGE>
To minimize the application of a CDSL to a redemption, shares received
through an exchange of Original Class D Shares which were acquired pursuant to
the investment of dividends and distributions, and shares acquired pursuant to
the investment of dividends and distributions of the Class D shares will be
redeemed first; followed by shares received through an exchange of the Original
Class D Shares which were acquired at least one year prior to the redemption.
Shares received through an exchange of the Original Class D Shares which were
held for the longest period of time within the applicable one year period will
then be redeemed.
For example, assume an investor exchanges $100 worth of Original Class D
Shares in January for 100 ($1.00 per share) Class D shares of the Fund. During
the first year, 5 additional shares were acquired through investment of
dividends. In January of the following year, an additional $50 worth of Original
Class D Shares (which are less than 6 months old) are exchanged for 50 ($1.00
per share) Class D shares of the Fund. In March of that year, the investor
chooses to redeem $125 from the account which now holds 155 shares with a total
value of $155 ($1.00 per share). The CDSL for this transaction would be
calculated as follows:
Total Shares and Value:
Dividend shares (5 shs. @ $1.00) $ 5.00
Shares held more than one year
(100 shs. @ $1.00) $100.00
Shares held less than one year
Subject to CDSL (50 shs. @ $1.00) $ 50.00
Total Shares to be Redeemed
(125 shs. @ $1.00) as follows:
Dividend Shares $ 5.00
Shares held more than one year 100.00
Shares held less than one year
(subject to CDSL) 20.00
-------
Gross Redemption Proceeds $125.00
Less CDSL (20 shares @
$1.00 = $20 x 1% = $.20) .20
-------
Net proceeds of redemption $124.80
=======
For Federal income tax purposes, the amount of the CDSL will reduce the
gain or increase the loss, as the case may be, on the amount recognized on the
redemption of shares.
The CDSL will be waived or reduced in the following instances:
(a) on redemptions following the death or disability of a shareholder, as
defined in section 72(m)(7) of the Internal Revenue Code of 1986, as amended
(the "Code"); (b) in connection with (i) distributions from retirement plans
qualified under section 401(a) of the Code when such redemptions are necessary
to make distributions to plan participants (such payments include, but are not
limited to death, disability, retirement, or separation of service), (ii)
distributions from a custodial account under Code section 403(b)(7) or an
individual retirement account ("IRA") due to death, disability, or attainment of
age 591/2, and (iii) a tax-free return of an excess contribution to an IRA; (c)
in whole or in part, in connection with shares sold to current and retired
Directors of the Fund; (d) in whole or in part, in connection with shares sold
to any state, county, or city or any instrumentality, department, authority, or
agency thereof, which is prohibited by applicable investment laws from paying a
sales load or commission in connection with the purchase of shares of any
registered investment management company; (e) pursuant to an automatic cash
withdrawal service; (f) in connection with the redemption of Class D shares of
the Fund if it is combined with another mutual fund in the Seligman Group, or
another similar reorganization transaction; and (g) in connection with the
Fund's right to redeem or liquidate an account that holds below a certain
minimum number or dollar amount of shares.
If, with respect to a redemption of any Class D shares, where the Original
Class D Shares relating thereto were sold by a dealer, the CDSL is waived
because the redemption qualifies for a waiver as set forth above, the dealer
shall remit to SFSI promptly upon notice an amount equal to the 1% payment or a
portion of the 1% payment paid on such Original Class D Shares.
9
<PAGE>
SFSI may from time to time assist dealers by, among other things, providing
sales literature to, and holding informational programs for the benefit of,
dealers' registered representatives. Dealers may limit the participation of
registered representatives in such informational programs by means of sales
incentive programs which may require the sale of minimum dollar amounts of
shares of the Seligman Mutual Funds. SFSI may from time to time pay a bonus or
other incentive to dealers that sell shares of the mutual funds in the Seligman
Group. In some instances, these bonuses or incentives may be offered only to
certain dealers which employ registered representatives who have sold or may
sell a significant amount of shares of the Fund and/or certain other funds
managed by the Manager during a specified period of time. Such bonus or other
incentive may take the form of payment for travel expenses, including lodging,
incurred in connection with trips taken by qualifying registered representatives
and members of their families to places within or outside the United States. The
cost to SFSI of such promotional activities and payments shall be consistent
with the rules of the National Association of Securities Dealers, Inc., as then
in effect.
RIGHT OF ACCUMULATION IN PURCHASES OF SHARES OF THE OTHER SELIGMAN
FUNDS
Since Class A shares are offered to investors at no sales load, only those
shares of the Fund owned as a result of an exchange of shares from another
mutual fund in the Seligman Group on which a sales load was paid will be
included for purposes of determining a shareholder's eligibility for a reduced
sales load on additional investments in Class A shares of the mutual funds in
the Seligman Group sold with a sales load, as described in each fund's
prospectus. To receive the reduced sales load on such additional investments,
the shareholder or dealer will have to notify SFSI at the time of such
additional investment of the value of the shares of the Fund acquired through an
exchange and the value of the additional investment to be included in the
calculation of the reduced sales load.
TELEPHONE TRANSACTIONS
A shareholder whose account has either an individual or joint tenancy
registration may elect to effect any or all of the following transactions via
telephone by completing the Telephone Service Election portion of the Account
Application or a separate Telephone Service Election Form: (i) redemption of
Fund shares, (ii) exchange of Fund shares for shares of another Seligman Mutual
Fund, (iii) change of a dividend option, and (iv) change of address. IRA
accounts may elect to effect exchanges or address changes. By completing the
appropriate section of the Account Application or separate Election Form, all
Seligman Mutual Funds with the same account number (i.e., registered in exactly
the same names), including any new fund in which the shareholder invests in the
future, will automatically have telephone services. These services are separate
from the Fund's existing Expedited Redemption Service, which is primarily for a
wire transfer or redemption proceeds to a sahreholder's bank account.
For accounts registered as joint tenancies, each joint tenant, by electing
telephone transaction services, authorizes each of the other tenants to effect
telephone transactions on his or her behalf.
During times of drastic economic or market changes, a shareholder may
experience difficulty in contacting Seligman Data Corp. to request a redemption
or exchange of Fund shares. In these circumstances, the shareholder should
consider using other redemption or exchange procedures. (See "Redemption Of
Shares" below.) Use of these other redemption or exchange procedures will result
in the redemption request being processed at a later time than if telephone
transactions had been used, and the Fund's net asset value may fluctuate during
such periods.
The Fund and Seligman Data Corp. will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine. These will
include: recording all telephone calls requesting account activity,requiring
10
<PAGE>
that the caller provide certain requested personal and/or account information at
the time of the call for the purpose of establishing the caller's identity, and
sending a written confirmation of redemptions, exchanges or address changes to
the address of record each time activity is initiated by telephone. As long as
the Fund and Seligman Data Corp. follow instructions communicated by telephone
that were reasonably believed to be genuine at the time of their receipt,
neither they nor any of their affiliates will be liable for any loss to the
shareholder caused by an unauthorized transaction. Shareholders are, of course,
under no obligation to apply for telephone transaction services. In any instance
where the Fund or Seligman Data Corp. is not reasonably satisfied that
instructions received by telephone are genuine, the requested transaction will
not be executed, and neither the Fund nor any of its affiliates will be liable
for any losses which may occur due to a delay in implementing the transaction.
If the Fund or Seligman Data Corp. does not follow the procedures described
above, the Fund or Seligman Data Corp. may be liable for any losses due to
unauthorized or fraudulent instructions. Telephone services must be effected
through a representative of Seligman Data Corp., i.e., requests may not be
communicated via Seligman Data Corp.'s automated telephone answering system.
Telephone transaction services may be terminated by a shareholder at any time by
sending a written request to Seligman Data Corp. Written acknowledgment of
termination of telephone services will be sent to the shareholder.
REDEMPTION OF SHARES
Upon receipt by Seligman Data Corp. of a proper request, the Fund will
redeem shares at their net asset value next determined less, with respect to
Class D shares, a CDSL, if applicable.
FOR THE PROTECTION OF THE FUND AND ITS SHAREHOLDERS, NO REDEMPTION PROCEEDS
WILL BE REMITTED WITH RESPECT TO SHARES PURCHASED BY CHECK (UNLESS CERTIFIED)
UNTIL THE FUND RECEIVES NOTICE THAT THE CHECK HAS CLEARED, WHICH MAY BE UP TO 15
DAYS FROM THE CREDIT OF THE SHARES TO THE SHAREHOLDER'S ACCOUNT. INVESTORS
DESIRING TO MAKE EARLIER USE OF THE EXPEDITED OR CHECK REDEMPTION SERVICES
(DESCRIBED BELOW) SHOULD HAVE MONEY WIRED TO MELLON BANK, N.A. AS SET FORTH
ABOVE.
REGULAR REDEMPTION PROCEDURE. A shareholder may redeem shares without
charge (except a CDSL) if applicable, at any time BY SENDING A WRITTEN REQUEST
to Seligman Data Corp., 100 Park Avenue, New York, NY 10017. The redemption
request must be signed by all persons in whose name the shares are registered.
The shareholder's letter of instruction should specify the class of shares,
account number and number of shares or dollar amount to be redeemed. The Fund
cannot accept conditional redemption requests. If the redemption proceeds are
(i) $50,000 or more, (ii) to be paid to someone other than the shareholder of
record (regardless of the amount) or (iii) to be mailed to other than the
address of record (regardless of the amount), the signature(s) of the
shareholder(s) must be guaranteed by an eligible financial institution
including, but not limited to, the following: banks, trust companies, credit
unions, securities brokers and dealers, savings and loan associations and
participants in the Securities Transfer Association Medallion Program (STAMP),
the Stock Exchanges Medallion Program (SEMP) or the New York Stock Exchange
Medallion Signature Program (MSP). The Fund reserves the right to reject a
signature guarantee where it is believed that the Fund will be placed at risk by
accepting such guarantee. A signature guarantee is also necessary in order to
change the account registration. Notarization by a notary public is not an
acceptable signature guarantee. ADDITIONAL DOCUMENTATION MAY ALSO BE REQUIRED BY
SELIGMAN DATA CORP. IN THE EVENT OF A REDEMPTION BY CORPORATIONS, EXECUTORS,
ADMINISTRATORS, TRUSTEES, CUSTODIANS OR RETIREMENT PLANS. FOR FURTHER
INFORMATION WITH RESPECT TO NECESSARY REDEMPTION REQUIREMENTS, PLEASE CONTACT
THE SHAREHOLDER SERVICES DEPARTMENT OF SELIGMAN DATA CORP. FOR ASSISTANCE.
EXPEDITED REDEMPTION SERVICE. The Expedited Redemption Service allows a
shareholder whose shares are held in book credit form to request redemptions by
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<PAGE>
telephone or by letter to Seligman Data Corp. without a signature guarantee. If
a shareholder intends to use the Service, it should be elected on the Account
Application at the time it is first filed. If a shareholder wishes to add this
service subsequent to the establishment of an account, the shareholder must
provide a signature guaranteed letter of instruction that includes bank account
information.
Under the Service, Seligman Data Corp. will use reasonable commercial
efforts to send the proceeds of shares redeemed, if $1,000 or more, on the next
business day by wire to the shareholder's account at a domestic commercial bank
which is a member of the Federal Reserve System or to a correspondent bank if
the shareholder's bank is not a member. Failure of a correspondent bank to
notify the shareholder's bank immediately may result in a delay in crediting the
proceeds to the shareholder's bank account. Accordingly, proceeds may not
necessarily be available to shareholders on the next business day. Proceeds of
less than $1,000 and at the shareholder's options, any other amounts, will be
mailed to the shareholder's address of record.
Requests for expedited redemptions will not be accepted unless your account
has a value of $2,000 or more and the Fund has a certified Taxpayer
Identification Number on file. For information about the circumstances under
which shareholders may bear the risk for a fraudulent redemption via telephone,
see "Telephone Transactions" above.
TELEPHONE REDEMPTIONS. In addition to the Expedited Redemption Service,
regular telephone redemptions of uncertificated shares may be made in an amount
up to $50,000 per day. One telephone redemption request per day is permitted.
Redemption requests pursuant to this service will be by check only and sent to
the shareholder's address of record.
Shares held under Keogh Plans, IRAs or other retirement plans are not
eligible for telephone redemptions. The Fund reserves the right to suspend or
terminate its telephone redemption services at any time without notice.
Telephone redemption requests, including Expedited Redemption, must be
received by Seligman Data Corp. at (800) 221-2450 between 8:30 a.m. and 4:00
p.m. Eastern time, on any business day and will be processed as of the close of
business on that day. All telephone redemption checks will be sent within seven
calendar days and will be payable to all of the registered owners on the
account. Redemption requests to be payable by check will not be accepted within
30 days following an address change.
For more information about telephone redemptions, including the procedure
for electing such service and the circumstances under which shareholders may
bear the risk of loss for a fraudulent transaction, see "Telephone Transactions"
above.
The Fund will not accept orders from securities dealers for the repurchase
of shares. Shares transferred to dealers will be subject to the redemption
requirements of the Fund and Seligman Data Corp.
CHECK REDEMPTION SERVICE. The Check Redemption Service allows a shareholder
of Class A shares to request Seligman Data Corp. to provide redemption checks to
be drawn on the shareholder's account in amounts of $500 or more. The
shareholder may elect to use this Service on the Account Application or by later
written request to Seligman Data Corp. Shares for which certificates have been
issued will not be available for redemption under this Service. Dividends
continue to be earned until the check clears for payment. Use of this Service is
subject to Mellon Bank, N.A. rules and regulations covering checking accounts.
There is no charge for use of checks. When honoring a check that was
processed for payment, Mellon Bank, N.A. will cause the Fund to redeem exactly
enough full and fractional shares from an account to cover the amount of the
check. If shares are owned jointly, redemption checks will need to be signed by
all persons unless otherwise elected on the Account Application, in which case a
single signature will be acceptable.
12
<PAGE>
The shareholder should be certain there are adequate shares in the account
to cover the amount of checks written. If insufficient shares are in the
account, the check will be returned marked "insufficient funds." Seligman Data
Corp. will charge a $10.00 processing fee for any check redemption draft
returned marked "unpaid." This charge may be deducted from the account that the
check was drawn against.
Check Redemption books cannot be reordered unless the account has a value
of $2,000 or more and the Fund has a certified Taxpayer Identification Number on
file.
Cancelled checks will be returned to a shareholder under separate cover the
month after they clear. Redemption checks cannot be certified. The Check
Redemption Service may be terminated at any time by the Fund or Mellon Bank,
N.A. See "Terms and Conditions" on page 21. The Check Redemption Service is not
available with respect to Class D shares.
FOR THE PROTECTION OF THE FUND AND ITS SHAREHOLDERS, NO REDEMPTION PROCEEDS
WILL BE REMITTED TO A SHAREHOLDER WITH RESPECT TO SHARES PURCHASED BY CHECK
(UNLESS CERTIFIED) UNTIL SELIGMAN DATA CORP. RECEIVES NOTICE THAT THE CHECK HAS
CLEARED, WHICH MAY BE UP TO 15 DAYS FROM THE CREDIT OF THE SHARES TO THE
SHAREHOLDER'S ACCOUNT.
GENERAL. The Fund reserves the right to redeem shares owned by a
shareholder whose investment in the Fund has a value of less than a minimum
amount specified by the Fund's Board of Directors, which is presently $500.
Shareholders are sent a notice before the redemption is processed stating that
the value of their investment in the Fund is less than the specified minimum and
that they have sixty days to make an additional investment.
ADMINISTRATION, SHAREHOLDER SERVICES
AND DISTRIBUTION PLAN
Under the Fund's Administration, Shareholder Services and Distribution Plan
(the "Plan") the Fund may pay to SFSI an administration, shareholder services
and distribution fee in respect of the Class A and Class D shares. Payments
under the Plan may include, but are not limited to: (i) compensation to
securities dealers and other organizations ("Service Organizations") for
providing distribution assistance with respect to assets invested in the Fund,
(ii) compensation to Service Organizations for providing administration,
accounting and other shareholder services with respect to Fund shareholders, and
(iii) otherwise promoting the sale of shares of the Fund, including paying for
the preparation of advertising and sales literature and the printing and
distribution of such promotional materials and prospectuses to prospective
investors and defraying SFSI's costs incurred in connection with its marketing
efforts with respect to shares of the Fund. The Manager, in its sole discretion,
may also make similar payments to SFSI from its own resources, which may include
the management fee that the Manager receives from the Fund.
Under the Plan, the Fund may reimburse SFSI for its expenses with respect
to Class A shares at an annual rate of up to .25% of the average daily net asset
value of such shares. Such payments are not currently being made but may
commence after April 30, 1996. It is expected that the proceeds from the
distribution fee in respect of Class A shares will be used primarily to
compensate Service Organizations which enter into agreements with SFSI. Such
Service Organizations will receive from SFSI a continuing fee of up to .25% on
an annual basis, payable quarterly, of the average daily net assets of Class A
shares attributable to the particular Service Organization for providing
personal service and/or the maintenance of shareholder accounts. The fee payable
from time to time is, within such limit, determined by the Directors of the
Fund.
The Plan, as it relates to Class A shares, was approved by the Directors on
March 19, 1992 and by the shareholders of the Fund on November 23, 1992. The
Plan is reviewed by the Directors annually.
Under the Plan, the Fund reimburses SFSI for its expenses with respect to
Class D shares at an annual rate of up to 1% of the average daily net asset
value of the Class D shares. Proceeds from the Class D distribution fee are used
13
<PAGE>
primarily to compensate Service Organizations for administration, shareholder
services and distribution assistance (including a continuing fee of up to .25%
on an annual basis of the average daily net asset value of Class D shares
attributable to particular Service Organizations for providing personal service
and/or the maintenance of shareholder accounts) and will initially be used by
SFSI to defray the expense of the 1% payment made by it to Service Organizations
at the time of the sale of Original Class D Shares. The amounts expended by SFSI
in any one year upon the initial purchase of Original Class D Shares may exceed
the amounts received by it from Plan payments retained. Expenses of
administration, shareholder services and distribution of Class D shares in one
fiscal year of the Fund may be paid from Class D Plan fees received from the
Fund in any other fiscal year.
The Plan as it relates to Class D shares was approved by the Directors on
March 18, 1993 and became effective May 1, 1993. The Plan is reviewed by the
Directors annually. The total amount paid for the period ended December 31, 1994
by the Class D shares pursuant to the Plan was 1% per annum of the average daily
net assets of Class D shares.
EXCHANGE PRIVILEGE
Class A shares which were acquired through an exchange of shares of any
mutual fund in the Seligman Group which are sold with a sales load plus any
additional shares acquired through invested dividends or gain distributions on
such shares, and all cash dividends declared for the month to the date of the
exchange, may be reexchanged at net asset value for Class A shares of any of the
other mutual funds in the Seligman Group in states where such shares may be
sold.
However, if such shares were acquired through direct purchase and not an
exchange, the shares plus any additional shares acquired through invested
dividends or gain distributions on such shares, and all cash dividends declared
for the month to the date of the exchange, must be exchanged at the applicable
public offering price, which includes a sales load.
Class D shares may be exchanged for Class D shares of any other mutual fund
in the Seligman Group at net asset value. If Class D shares that are subject to
a CDSL are exchanged for Class D shares of another fund, for purposes of
assessing the CDSL payable upon the disposition of the exchanged Class D shares,
the calculation of the one year holding period shall begin on the date of
purchase of the Original Class D Shares.
Exchange may be made by mail, or by telephone, if telephone services are
elected by the shareholder.
The mutual funds in the Seligman Group available under the Exchange
Privilege are:
o SELIGMAN CAPITAL FUND, INC: seeks aggressive capital appreciation. Current
income is not an objective.
o SELIGMAN COMMON STOCK FUND, INC: seeks favorable current income and long-
term growth of both income and capital value without exposing capital to undue
risk.
o SELIGMAN COMMUNICATIONS AND INFORMATION FUND, INC: invests in shares of com-
panies in the communications, information and related industries to produce
capital gain. Income is not an objective. The Fund will be closing to new
investors on June 30, 1995.
o SELIGMAN FRONTIER FUND, INC: seeks to produce growth in capital value; income
may be considered but will only be incidental to the Fund's investment
objective.
o SELIGMAN GROWTH FUND, INC: seeks longer-term growth in capital value and an
increase in future income.
o SELIGMAN HENDERSON GLOBAL FUND SERIES, INC: consists of the Seligman
Henderson International Fund, the Seligman Henderson Global Smaller Companies
Fund and the Seligman Henderson Global Technology Fund, each of which seeks
long-term capital appreciation primarily by investing either in companies
globally or internationally.
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<PAGE>
o SELIGMAN HIGH INCOME FUND SERIES: seeks high current income by investing
in debt securities. The fund consists of the U.S. Government Securities
Series and High-Yield Bond Series.
o SELIGMAN INCOME FUND, INC: seeks high current income and the possibility of
improvement of future income and capital value.
o SELIGMAN NEW JERSEY TAX-EXEMPT FUND, INC: invests in investment grade New
Jersey tax-exempt securities.
o SELIGMAN PENNSYLVANIA TAX-EXEMPT FUND SERIES: invests in investment grade
Pennsylvania tax-exempt securities.
o SELIGMAN TAX-EXEMPT FUND SERIES, INC: consists of several State Series and a
National Series. The National Tax-Exempt Series seeks to provide maximum
income exempt from Federal income taxes; individual state series, each seeking
to maximize income exempt from Federal income taxes and from personal income
taxes in designated states, are available for Colorado, Georgia, Louisiana,
Maryland, Massachusetts, Michigan, Minnesota, Missouri, New York, Ohio, Oregon
and South Carolina.
o SELIGMAN TAX-EXEMPT SERIES TRUST: includes a California Tax-Exempt Quality
Series, California Tax-Exempt High-Yield Series, Florida Tax-Exempt Series and
North Carolina Tax-Exempt Series, each of which invests in tax-exempt
securities of its designated state.
Telephone requests for exchanges must be received between 8:30 a.m. and
4:00 p.m. Eastern time, on any business day, by Seligman Data Corp. at (800)
221-2450, and will be processed as of the close of business on that day. The
registration of an account into which an exchange is made must be identical to
the registration of the account from which shares are exchanged. When
establishing a new account by an exchange of shares, the shares being exchanged
must have a value of at least the minimum initial investment required by the
mutual fund into which the exchange is being made. The method of receiving
distributions, unless otherwise indicated, will be carried over to the new Fund
account. Account services, such as Invest-A-Check(R) Service, Directed
Dividends, Automatic Cash Withdrawal Service and Check Writing Privilege will
not be carried over to the new Fund account unless specifically requested and
permitted by the new Fund. Shares for which certificates have been issued may
not be exchanged via telephone and may be exchanged only upon receipt of a
written exchange request together with certificates representing shares to be
exchanged in form for transfer.
Telephone exchanges are only available to shareholders whose accounts are
registered individually, as joint tenants or IRAs. The Exchange Privilege via
mail is generally applicable to investments in IRA and other retirement plans,
although some restrictions may apply and may be applicable to other mutual funds
that may be organized by the Manager in the future. The terms of the exchange
offer described herein may be modified at any time; and not all of the mutual
funds in the Seligman Group are available to residents of all states. Before
making any exchange, a shareholder should contact an authorized investment
dealer or Seligman Data Corp. to obtain prospectuses of any of the mutual funds
in the Seligman Group. SFSI reserves the right to reject a telephone exchange
request.
A broker/dealer of record will be able to effect exchanges on behalf of a
shareholder only if the broker/dealer has entered into a Telephone Exchange
Agreement with SFSI wherein the broker/dealer must agree to indemnify SFSI and
the mutual funds in the Seligman Group from any loss or liability incurred as a
result of the acceptance of telephone exchange orders.
Written confirmation of all exchanges will be forwarded to the shareholder
to whom the exchanged shares are registered and a duplicate confirmation will be
sent to the dealer of record listed on the account. SFSI reserves the right to
reject a telephone exchange request. The Fund reserves the right to reject any
telephone requests for transactions with a share value exceeding $250,000. Any
rejected telephone exchange order may be processed by mail. For more
15
<PAGE>
information about telephone exchanges, including the procedure for electing such
service and the circumstances under which shareholders may bear the risk of loss
for a fraudulent transaction, see "Telephone Transactions" above.
Exchanges of shares are sales and may result in a gain or loss for Federal
income tax purposes.
DIVIDENDS
The Fund declares as a dividend substantially all of its net investment
income each day that the New York Stock Exchange is open for business. The
Fund's net investment income for a Saturday, Sunday or holiday is declared as a
dividend on the preceding business day.
Dividends are paid on the 25th day of each month and invested in additional
shares at the net asset value of the respective class of shares on the payable
date or, at the shareholder's election, paid in cash. However, if the 25th day
of the month falls on a weekend or holiday on which the Fund or Mellon Bank,
N.A. is closed, the dividend will be distributed on the previous business day.
In the case of prototype retirement plans, dividends are automatically
reinvested in additional shares. Shares received from the investment of
dividends and credited to the shareholder's account are not subject to a CDSL.
Shareholders may elect (1) to receive dividends in shares or (2) to receive
dividends in cash. If no election is made, dividends will be credited to the
shareholder's account in additional shares of the Fund. Class D shares acquired
through the payment of a dividend and credited to a shareholder's account are
not subject to a CDSL. In the case of prototype retirement plans, dividends are
reinvested in additional shares. Shareholders may elect to change their dividend
option by writing Seligman Data Corp. at the address listed below. If the
shareholder has elected telephone services, changes may also be telephoned to
Seligman Data Corp. between 8:00 a.m. and 5:30 p.m. Eastern time, by either the
shareholder or the broker/dealer of record on the account. For information about
electing telephone services, see "Telephone Transactions," above. A change in
election must be received by Seligman Data Corp. five days before the payable
date for a dividend in order to be effective for such dividend. Shareholders
exchanging shares of a fund into shares of another mutual fund in the Seligman
Group will continue to receive dividends and gains as elected prior to such
exchange unless otherwise specified.
The per share dividends from net investment income on Class D shares will
be lower than the per share dividends on Class A shares as a result of the
distribution fee applicable with respect to Class D shares. Per share dividends
of the two classes may also differ as a result of differing class expenses.
A shareholder who redeems all of the shares in the Fund receives on the
redemption payment date the amount of all dividends declared for the period to
and including the date of redemption of the shares.
FEDERAL INCOME TAXES
The Fund intends to continue to qualify as a regulated investment company
under the Internal Revenue Code of 1986, as amended. For each year so qualified,
the Fund will not be subject to Federal income taxes on its net investment
income realized during any taxable year, which it distributes to its
shareholders, provided that at least 90% of its net investment income and net
short-term capital gains are distributed to shareholders each year. Dividends
from net investment income are taxed at ordinary income rates to the
shareholders, whether received in cash or reinvested in additional shares, and
are not eligible for the dividends received deduction for corporations.
The Fund will generally be subject to an excise tax of 4% on the amount of
any income or capital gains, above certain permitted levels, distributed to
share- holders on a basis such that such income or gain is not taxable to
shareholders in the calendar year in which it was earned by the Fund.
UNLESS A SHAREHOLDER INCLUDES A CERTIFIED TAXPAYER IDENTIFICATION NUMBER
(SOCIAL SECURITY NUMBER FOR INDIVIDUALS) ON THE ACCOUNT APPLICATION AND
CERTIFIES THAT THE SHAREHOLDER IS NOT SUBJECT TO BACKUP WITHHOLDING, THE FUND IS
REQUIRED TO WITHHOLD AND REMIT TO THE U.S. TREASURY A PORTION OF DIVIDENDS AND
16
<PAGE>
DISTRIBUTIONS TO THE SHAREHOLDER. THE RATE OF BACKUP WITHHOLDING IS 31%.
SHAREHOLDERS SHOULD BE AWARE THAT, UNDER REGULATIONS PROMULGATED BY THE INTERNAL
REVENUE SERVICE, THE FUND MAY BE FINED $50 ANNUALLY FOR EACH ACCOUNT FOR WHICH A
CERTIFIED TAXPAYER IDENTIFICATION NUMBER IS NOT PROVIDED. THE FUND MAY CHARGE A
SERVICE FEE OF UP TO $50 FOR ACCOUNTS NOT HAVING A CERTIFIED TAXPAYER
IDENTIFICATION NUMBER. THE FUND ALSO RESERVES THE RIGHT TO CLOSE ANY ACCOUNT
WHICH DOES NOT HAVE A CERTIFIED TAXPAYER IDENTIFICATION NUMBER.
SHAREHOLDER INFORMATION
Shareholders will be sent reports semi-annually regarding the Fund. General
information about the Fund may be requested by writing the Corporate
Communications/Investor Relations Department, J. & W. Seligman & Co.
Incorporated, 100 Park Avenue, New York, New York 10017 or by telephoning the
Corporate Communications/Investor Relations Department toll-free by dialing
(800) 221-7844 from all continental United States or by dialing (212) 850-1864
in New York State and the Greater New York City area. Information about
shareholder accounts (other than a retirement account) may be requested by
writing Shareholder Services, Seligman Data Corp, at the same address or by
toll-free telephone by dialing (800) 221-2450 from all continental United
States. Seligman Data Corp. may be telephoned Monday through Friday (except
holidays), between the hours of 8:30 a.m. and 5:30 p.m. Eastern time and calls
will be answered by service representatives.
24 HOUR TELEPHONE ACCESS IS AVAILABLE BY DIALING 1 (800) 622-4597 ON A
TOUCHTONE PHONE, WHICH PROVIDES INSTANT ACCESS TO PRICE, YIELD, ACCOUNT BALANCE,
MOST RECENT TRANSACTION AND OTHER INFORMATION. IN ADDITION, ACCOUNT STATEMENTS,
FORM 1099-DIVS AND CHECKBOOKS CAN BE ORDERED. TO INSURE PROMPT DELIVERY OF
DIVIDEND CHECKS, ACCOUNT STATEMENTS AND OTHER INFORMATION, SELIGMAN DATA CORP.
SHOULD BE NOTIFIED IMMEDIATELY IN WRITING OF ANY ADDRESS CHANGES. ADDRESS
CHANGES MAY BE TELEPHONED TO SELIGMAN DATA CORP. IF THE SHAREHOLDER HAS ELECTED
TELEPHONE SERVICES. FOR MORE INFORMATION ABOUT TELEPHONE SERVICES, SEE
"TELEPHONE TRANSACTIONS" ABOVE.
ACCOUNT SERVICES. Shareholders are sent confirmation of financial
transactions in their account.
Other investor services are available. These include:
INVEST-A-CHECK(R) SERVICE enables a shareholder to authorize checks to be
drawn on a regular checking account at regular monthly intervals for fixed
amounts of $100 or more, or regular quarterly intervals in fixed amounts of $250
or more to purchase Class A shares. (See "Terms and Conditions" on page 21.)
AUTOMATIC DOLLAR-COST-AVERAGING SERVICE permits a shareholder to exchange a
specified amount, at regular monthly intervals for fixed amounts of $100 or
more, or regular quarterly intervals in fixed amounts of $250 or more, from
Class A shares of the Fund into Class A shares of any other Seligman Mutual
Fund(s) registered in the same name. The shareholder's account must have a value
of at least $5,000 at the initiation of the service. Exchanges will be made at
the public offering price.
DIVIDENDS FROM OTHER INVESTMENTS permits a shareholder to order dividends
payable on shares of other companies to be paid to and invested in additional
Class A shares. (Dividend checks must meet or exceed the required minimum
purchase amount and include the shareholder's name AND account number.)
AUTOMATIC CD TRANSFER SERVICE permits a shareholder to instruct a bank to
invest the proceeds of a maturing bank certificate of deposit ("CD") in shares
of any designated Seligman Mutual Fund. Shareholders who wish to use this
service should contact Seligman Data Corp. or a broker to obtain the necessary
documentation. Banks may charge a penalty on CD assets withdrawn prior to
maturity. Accordingly, it will not normally be advisable to liquidate a CD
before its maturity.
PAYMENTS AT REGULAR INTERVALS can be made to a shareholder who owns or
purchases Class A shares worth $5,000 or more held as book credits under the
17
<PAGE>
Automatic Cash Withdrawal Service. Holders of Class D shares may elect to use
this service if the Original Class D Shares relating thereto were purchased more
than one year from the time of payment. (See "Terms and Conditions" on page 21.)
DIRECTED DIVIDENDS allows a shareholder to pay dividends to another person
or to direct the payment of such dividends to another mutual fund in the
Seligman Group for purchase at net asset value. Dividends on Class A and Class D
shares may only be directed to shares of the same class of another mutual fund
in the Seligman Group.
OVERNIGHT DELIVERY to service shareholder requests is available for a
$15.00 fee which may be debited from a shareholder's account, if requested.
COPIES OF ACCOUNT STATEMENTS will be sent to each shareholder free of
charge for the current year and most recent prior year. Copies of year-end
statements for prior years back to 1977 are available for a fee of $10.00 per
year, per account, with a maximum charge of $150 per account. Statement requests
should be forwarded, along with a check, to Seligman Data Corp.
TAX-DEFERRED RETIREMENT PLANS. Shares of the Fund may be purchased for all
types of tax-deferred retirement plans. By contacting your investment dealer or
SFSI, you may obtain plans, plan forms and custody agreements for:
--Individual Retirement Accounts (IRAs).
--Simplified Employee Pension Plans (SEPs).
--Section 401(k) Plans for corporations and their employees.
--Section 403(b)(7) Plans for employees of public school systems and
certain non-profit organizations who wish to make deferred compensation
arrangements.
--Pension and Profit Sharing Plans for sole proprietorships, individuals,
corporations and partnerships.
These types of plans may be established only upon receipt of a written
application form.
For more information, write Retirement Plan Services, Seligman Data Corp.,
100 Park Avenue, New York, N.Y. 10017. You may telephone toll-free by dialing
(800) 445-1777 from all continental United States or you may receive information
through an authorized dealer.
YIELD
From time to time the Fund advertises its "yield" and "effective yield"
each of which are calculated separately for Class A and Class D shares. BOTH
YIELD FIGURES ARE BASED ON HISTORICAL EARNINGS AND ARE NOT INTENDED TO INDICATE
FUTURE PERFORMANCE. The "yield" of a class refers to the income generated by an
investment in the class over a seven-day period (which period will be stated in
the advertisement). This income is then "annualized." That is, the amount of
income generated by the investment during that week is assumed to be generated
each week over a 52-week period and is shown as a percentage of the investment.
The "effective yield" is calculated similarly but, when annualized, the income
earned by an investment in the class is assumed to be reinvested. The "effective
yield" will be slightly higher than the "yield" because of the compounding
effect of this assumed reinvestment.
ORGANIZATION AND CAPITALIZATION
Seligman Cash Management Fund is a diversified, open-end management
investment company, or mutual fund, incorporated in Maryland on July 12, 1976
and which commenced operations in 1977.
Each share of the capital stock of the Fund has a par value of 1 cent per
share. The Fund is divided into two classes. Each share of the Fund's Class A
and Class D common stock is equal as to earnings, assets and voting privileges,
except that each class bears its own separate distribution and certain other
class expenses and has exclusive voting rights with respect to any matter to
which a separate vote of any class is required by the 1940 Act or Maryland law.
The Fund has received an order from the Securities and Exchange Commission
18
<PAGE>
permitting the issuance and sale of multiple classes of common stock. In
accordance with the Articles of Incorporation, the B oard of Directors may
authorize the creation of additional classes of common stock with such
characteristics as are permitted by the order received from the Securities and
Exchange Commission. The 1940 Act requires that where more than one class
exists, each class must be preferred over all other classes in respect of assets
specifically allocated to such class. Each share is fully paid and
non-assessable, and each is freely transferable.
19
<PAGE>
APPENDIX
As compensation for the services performed and the facilities and personnel
provided by the Manager, the Fund will pay to the Manager promptly after the end
of each month a fee, calculated on each day during such month, equal to the
Applicable Percentage of the daily net assets of the Fund at the close of
business on the previous business day. For this purpose, the term "Applicable
Percentage" means the amount (expressed as a percentage and rounded to the
nearest one millionth of one percent) obtained by dividing (i) the Fee Amount by
(ii) the Fee Base.
The term "Fee Amount" means the sum on an annual basis of:
.45 of 1% of the first $4 billion of Fee Base,
.425 of 1% of the next $2 billion of Fee Base,
.40 of 1% of the next $2 billion of Fee Base, and
.375 of 1% of Fee Base in excess of $8 billion.
The term "Fee Base" as of any day means the sum of the net assets at the
close of business on the previous day of each of the investment companies
registered under the 1940 Act for which the Manager or any affiliated company
acts as investment adviser or manager (including the Fund).
20
<PAGE>
TERMS AND CONDITIONS
GENERAL ACCOUNT INFORMATION
Investments will be made in as many shares, including fractions to the
third decimal place, as can be purchased at the net asset value at the close of
business on the day payment is received. If a check in payment of a purchase of
Fund shares is dishonored for any reason, Seligman Data Corp. will cancel the
purchase and may redeem additional shares, if any, held in a shareholder's
account in an amount sufficient to reimburse the Fund for any loss it may have
incurred and charge a $10.00 return check fee. Shareholders will receive
dividends from investment income in shares or in cash according to the option
elected. Dividend options may be changed by notifying Seligman Data Corp. in
writing and must be received by Seligman Data Corp. five days before the payable
date for the dividend in order to be effective for that dividend. Stock
certificates will not be issued, unless requested. Replacement stock
certificates will be subject to a surety fee.
INVEST-A-CHECK(R) SERVICE--CLASS A SHARES ONLY
The Invest-A-Check(R) Service is available to all Class A shareholders. The
application is subject to acceptance by the shareholder's bank and Seligman Data
Corp. Checks in the amount specified will be drawn automatically on your bank on
the fifth day of each month (or on the prior business day if the fifth day of
the month falls on a weekend or holiday) in which an investment is scheduled and
invested at the net asset value at the close of business on the same date. After
the initial investment, the value of shares held in a shareholder's account must
equal not less than two regularly scheduled investments. If a check is not
honored by the shareholder's bank, or if the value of shares held falls below
the required minimum, the Service will be suspended. In the event that a check
is returned marked "unpaid," Seligman Data Corp. will cancel the purchase,
redeem shares held in the shareholder's account for an amount sufficient to
reimburse the Fund for any loss it may have incurred as a result, and charge a
$10.00 return check fee. This fee may be debited to the shareholder's account.
The Service will be reinstated upon written request indicating that the cause of
interruption has been corrected. The Service may be terminated by the
shareholder or Seligman Data Corp. at any time by written notice. The
shareholder agrees to hold the Fund and its agents free from all liability which
may result from acts done in good faith and pursuant to these terms.
Instructions for establishing Invest-A-Check(R) Service are given on the Account
Application. In the event a shareholder exchanges all of the shares from one
mutual fund in the Seligman Group to another, the shareholder must re-apply for
the Invest-A-Check(R) Service in the Seligman Fund into which the exchange was
made. In the event of a partial exchange, Invest-A-Check(R) Service will be
continued, subject to the above conditions, in the Seligman Fund from which the
exchange was made.
AUTOMATIC CASH WITHDRAWAL SERVICE
The Automatic Cash Withdrawal Service is available to all Class A
shareholders and to Class D shareholders with respect to Class D shares held for
one year or more. A sufficient number of full and fractional shares will be
redeemed to provide the amount required for a scheduled payment. Redemptions
will be made at the asset value at the close of business on the specific day
designated by the shareholder of each month (or on the prior business day if the
day specified falls on a weekend or holiday). A shareholder may change the
amount of scheduled payments or may suspend payments by written notice to
Seligman Data Corp. at least ten days prior to the effective date of such a
change or suspension. The Service may be terminated by the shareholder at any
time by writing to Seligman Data Corp. Seligman Data Corp. also reserves the
right to terminate the Service. It will be terminated upon proper notification
of the death or legal incapacity of the shareholder. This Service is considered
terminated in the event a withdrawal of shares, other than to make scheduled
withdrawal payments, reduces the value of shares remaining on deposit to less
than $5,000. Continued payment in excess of dividend income invested will reduce
and ultimately exhaust capital.
CHECK REDEMPTION SERVICE--CLASS A SHARES ONLY
If shares are held in joint names, all shareholders must sign the Check
Redemption section of the Account Application. All checks will require all
signatures unless a lesser number is indicated in the Check Redemption section.
Accounts in the names of corporations, trusts, partnerships, etc. must list all
authorized signatories.
In all cases, each signator guarantees the genuineness of the other
signature(s). Checks may not be drawn for less than $500.
The shareholder authorizes Mellon Bank, N.A. to honor the checks drawn by
the shareholder on the account of Seligman Cash Management Fund, Inc.--Class A
shares, and to effect a redemption of sufficient shares in the shareholder's
account to cover payment of the check.
Mellon Bank, N.A. shall be liable only for its own negligence. Seligman
Cash Management Fund, Inc. will not be liable for any loss, expense or cost
arising out of check redemptions. Seligman Cash Management Fund, Inc. reserves
the right to change, modify or terminate this Service at any time upon
notification mailed to the address of record of the shareholder(s).
Seligman Data Corp. will charge a $10.00 service fee for any check
redemption draft returned marked "unpaid". This fee may be deducted from the
account the check was drawn against. NO REDEMPTION PROCEEDS WILL BE REMITTED TO
SHAREHOLDERS WITH RESPECT TO SHARES PURCHASED BY CHECK (UNLESS CERTIFIED) UNTIL
SELIGMAN DATA CORP. RECEIVES NOTICE THAT THE CHECK HAS CLEARED WHICH MAY BE UP
TO 15 DAYS FROM THE CREDIT OF THE SHARES TO THE SHAREHOLDER'S ACCOUNT.
Rev. 5/95
21
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
THE SELIGMAN GROUP OF FUNDS
ACCOUNT APPLICATION
Please make your investment check payable to the
"Seligman Group of Funds" and mail it
with this completed Application to:
Seligman Data Corp. TO OPEN A SELIGMAN IRA, SEP OR PENSION/
100 Park Avenue/2nd Floor PROFIT SHARING PLAN, A SEPARATE ADOPTION
New York, NY 10017 AGREEMENT IS REQUIRED. PLEASE CALL
(800) 221-2450 RETIREMENT PLAN SERVICES FOR MORE
INFORMATION AT (800) 445-1777.
1. ACCOUNT REGISTRATION
TYPE OF ||INDIVIDUAL ||MULTIPLE OWNERS ||GIFT/TRANSFER TO MINOR ||OTHER (Corporations, Trusts, Organizations,
Partnerships, etc.)
ACCOUNT Use Line 1 Use Lines 1, 2 & 3 Use Line 4 Use Line 5 Multiple Owners
will be registered as Joint Tenants with Right of Survivorship.
The first name and Social Security or Taxpayer ID Number on line 1, 4, or 5
below will be used for IRS reporting. NAME (Minors cannot be legal owners)
PLEASE PRINT OR TYPE
1._______________________________________________________________ ___________________________ _________
First Middle Last Social Security Number Birthdate
2._______________________________________________________________ ___________________________ _________
First Middle Last Social Security Number Birthdate
3._______________________________________________________________ ___________________________ _________
First Middle Last Social Security Number Birthdate
4.______________________________, as custodian for ____________________ under the _______________
Custodian (one only) Minor (one only) State
Uniform Gift/Transfer to Minors Act_______________________________until age____________________ _________________
Minor's Social Security Number (Not more than 21) Minor's Birthdate
5._______________________________________________________________________ _____________________
Name of Corporation or Other Entity. If a Trust, also complete below. Taxpayer ID Number
TYPE OF TRUST ACCOUNT: ||Trust ||Guardianship ||Conservatorship ||Estate ||Other
Trustee/Fiduciary Name__________________________________ Trust Date__________________________
Trust Name ______________________________,for the benefit of (FBO)_______________________________
2. MAILING ADDRESS
ADDRESS TELEPHONE
___________________________________________ (_______)__________________(_______)_________________
Street Address or P.O. Box Daytime Evening
___________________________________________ U.S. CITIZEN? ||Yes ||No _________________________
City State Zip If no, indicate country
3. INVESTMENT SELECTION
Please indicate the dollar amount(s) you would like to invest in the space
provided below. Minimum initial investment is $1,000 per Fund except for
accounts established pursuant to the Invest-A-Check(R) Service (see section
6-I. of this application). IF MORE THAN ONE FUND IS SELECTED, ACCOUNTS MUST
HAVE IDENTICAL REGISTRATIONS AND CLASS OF SHARES (except for Seligman Cash
Management Fund). PLEASE CHOOSE ONE: || Class A Shares || Class D Shares
MAKE CHECK PAYABLE TO: SELIGMAN GROUP OF FUNDS
$_____________ TOTAL AMOUNT,
INVESTED AS FOLLOWS:
$_____________ *Seligman Communications $_____________ Seligman Common Stock Fund
and Information Fund $_____________ Seligman Income Fund
$_____________ Seligman Henderson $_____________ Seligman High-Yield Bond Fund
Global Technology Fund $_____________ Seligman U.S. Government Securities Fund
$_____________ Seligman Frontier Fund $_____________ Seligman National Tax-Exempt Fund
$_____________ Seligman Henderson Global $_____________ Seligman Tax-Exempt Fund (choose one):
Smaller Companies Fund CA-Qlty.|| FL|| MD|| MN|| NY|| OR||
$_____________ Seligman Capital Fund CA-Hy. || GA|| MA|| MO|| NC|| PA||
$_____________ Seligman Growth Fund CO || LA|| MI|| NJ|| OH|| SC||
$_____________ Seligman Henderson
International Fund $_____________ Seligman Cash Management Fund (Class A only)
*Closed indefinitely to new investors after June 30, 1995; please contact
your financial advisor for information on current availability. NO
REDEMPTION PROCEEDS WILL BE REMITTED TO A SHAREHOLDER WITH RESPECT TO
SHARES PURCHASED BY CHECK (UNLESS CERTIFIED) UNTIL SELIGMAN DATA CORP.
RECEIVES NOTICE THAT THE CHECK HAS CLEARED, WHICH MAY BE UP TO 15 DAYS FROM
THE CREDIT OF THE SHARES TO THE SHAREHOLDER'S ACCOUNT.
4. SIGNATURE AND CERTIFICATION
Under penalties of perjury I certify that the number shown on this form is
my correct Taxpayer Identification Number (Social Security Number) and that
I am not subject to backup withholding either because I have not been
notified that I am subject to backup withholding as a result of a failure
to report all interest or dividends, or the Internal Revenue Service has
notified me that I am no longer subject to backup withholding. I certify to
my legal capacity to purchase or redeem shares of each Fund for my own
Account, or for the Account of the organization named below. I have
received and read the current Prospectus of each Fund in which I am
investing and appoint Seligman Data Corp. as my agent to act in accordance
with my instructions herein.
A. ________________________________________________________________________
Date Signature of Investor
B. ________________________________________________________________________
Date Signature of Co-Investor, if any
5. BROKER/DEALER OR FINANCIAL ADVISOR DESIGNATION
________________________________________ _____________________________
Firm Name Representative's Nam
________________________________________ _____________________________
Branch Office Address Representative's ID Number
________________________________________ (______)_____________________
City State Zip Representative's Telephone Number
________________________________________
Branch Number
<PAGE>
6. ACCOUNT OPTIONS AND SERVICES
________________________________________________________________________________
A. DIVIDENDS AND GAIN DISTRIBUTION OPTIONS
I choose the following options for each Fund listed: OPTION
------
1 2 3
Option 1. Dividends in shares, gain distributions in shares. || || || FUND NAME
Option 2. Dividends in cash, gain distributions in shares. || || || FUND NAME
Option 3. Dividends in cash, gain distributions in cash. || || || FUND NAME
__________________________________________________________________________________________
NOTE: IF NO ELECTION IS MADE, OPTION 1. WILL AUTOMATICALLY BE PUT INTO EFFECT.
All dividend and/or gain distributions taken in shares will be invested at net asset value.
__________________________________________________________________________________________
________________________________________________________________________________
B. DIVIDEND DIRECTION OPTION
If you wish to have your dividend payments made to another
party or Seligman Fund, please complete the following. I
hereby authorize and request that my dividend payments from
the following Fund(s)
__________________ __________________ __________________ be made payable to:
Fund Name Fund Name Fund Name
Name______________________ Seligman Fund__________________
Address___________________ (If opening a new account, a minimum of $1,000 is required.)
City______________________ Account Number_________________
State, Zip________________ (For an existing account.)
________________________________________________________________________________
C. LETTER OF INTENT SERVICE (CLASS A ONLY)
I intend to purchase, although I am not obligated to do so,
additional shares of Seligman _________________________
Fund within a 13-month period which, together with the
total asset value of shares owned, will aggregate at least:
||$50,000 ||$100,000 ||$250,000 ||$500,000 ||$1,000,000
||$4,000,000
I AGREE TO THE ESCROW PROVISION LISTED UNDER "TERMS AND CONDITIONS"
IN THE BACK OF EACH PROSPECTUS.
________________________________________________________________________________
D. RIGHT OF ACCUMULATION (CLASS A ONLY)
Please identify any additional Seligman Fund accounts
eligible for the Right of Accumulation or to be used toward
completion of a Letter of Intent, and check applicable box:
|| I am a trustee for the following accounts, which are
held by the same trust, estate, or under the terms of a
pension, profit sharing or other employee benefit trust
qualified under section 401 of the Internal Revenue Code.
|| In calculating my holdings for Right of Accumulation or
Letter of Intent purposes, I am including the following
additional accounts which are registered in my name, in my
spouse's name, or in the name(s) of my child(ren) under
the age of 21.
Name______________ Fund______________ Account#_____________
Name______________ Fund______________ Account#_____________
Name______________ Fund______________ Account#_____________
________________________________________________________________________________
E. AUTOMATIC CASH WITHDRAWAL SERVICE
(CLASS A, OR CLASS D ONLY AFTER CLASS D SHARES ARE HELD FOR ONE YEAR)
Please send a check for $ withdrawn from Seligman
________________________ Fund, beginning on the day of 19,
and thereafter on the day specified of every:
||Month ||3rd Month ||6th Month ||12th Month
Make payments to: Name___________________________________
Address________________________________
City___________State________Zip________
Shares having a current value at offering price of $5,000
or more must be held in the account at initiation of
Service, and all shares must be in "book credit" form.
________________________________________________________________________________
F. AUTOMATIC DOLLAR-COST-AVERAGING SERVICE
I authorize Seligman Data Corp. to withdraw $ _____________
(minimum: $100 monthly or $250 quarterly) from my Seligman
Cash Management Fund Class A account || Monthly or
|| Quarterly to purchase Class A shares of Seligman
________________________________ Fund, beginning on the
_____ day of __________ 19 ____. Shares in the Seligman
Cash Management Fund Class A account must have a current
value of $5,000 at the initiation of Service and all shares
must be in "book credit" form.
________________________________________________________________________________
G. EXPEDITED REDEMPTION SERVICE, FOR SELIGMAN CASH MGMT. FUND ONLY
I hereby authorize Seligman Data Corp. to honor telephone
or written instructions received from me without a
signature and believed by Seligman Data Corp. to be genuine
for redemption. Proceeds will be wired ONLY to the
commercial bank listed below for credit to my account, or
to my address of record. If Expedited Redemption Service is
elected, no certificates for shares will be issued. I also
understand and agree to the risks and procedures outlined
for all telephone transactions set forth in section 6-H. of
this Application.
Investment by ||Check ______________________________________________________________________
||Wire Name of Commercial Bank (Savings Bank May Not Be Used)
_________________________ ______________________ ______________________
Bank Account Name Bank Account No. Bank Routing No.
_______________________________________________________________________________________
Address of Bank City State Zip Code
X________________________________ X____________________________________________
Signature of Investor Date Signature of Co-Investor, if any Date
______________________________________________________________________________________________________________________
<PAGE>
H. TELEPHONE SERVICE ELECTION
AVAILABLE FOR INDIVIDUAL OR JOINT TENANT ACCOUNTS ONLY
By completing this section, I understand that I may place
the following requests by telephone:
o Redemptions up to $50,000 o Exchanges
o Address Changes o Dividend and/or Capital
Gain Distribution Option
changes
AUTHORIZATION
I understand that the telephone services are optional and
that by signing below I authorize the Funds, all other
Seligman Funds with the same account number and
registration which I currently own or in which I invest in
the future, and Seligman Data Corp. ("SDC"), to act upon
instructions received by telephone from me or any other
person in accordance with the provisions regarding
telephone services as set forth in the current prospectus
of each such Fund, as amended from time to time. I
understand that redemptions of uncertificated shares of up
to $50,000 will be sent only to my account address of
record, and only if such address has not changed within the
30 days preceding such request. Any telephone instructions
given in respect of this account and any account into which
exchanges are made are hereby ratified and I agree that
neither the Fund(s) nor SDC will be liable for any loss,
cost or expense for acting upon such telephone instructions
reasonably believed to be genuine and in accordance with
the procedures described in each prospectus, as amended
from time to time. Such procedures include recording of
telephone instructions, requesting personal and/or account
information to verify a caller's identity and sending
written confirmations of transactions. As a result of this
policy, I may bear the risk of any loss due to unauthorized
or fraudulent telephone instructions; provided, however,
that if the Fund(s) or SDC fail to employ such procedures,
the Fund(s) and/or SDC may be liable. TO ELECT TELEPHONE
SERVICES, PLEASE SIGN YOUR NAME(S) AS IT APPEARS ON THE
FIRST PAGE OF THIS ACCOUNT APPLICATION.
X________________________________ X____________________________________
Signature of Investor Date Signature of Co-Investor, if any Date
<PAGE>
I. INVEST-A-CHECK(R) SERVICE
To start your Invest-A-Check(R) Service, fill out the "Bank
Authorization to Honor Pre-Authorized Checks" below, and
forward it with an unsigned bank check from your regular
checking account (marked "void", if you wish). Please
arrange with my bank to draw pre-authorized checks and
invest the following dollar amounts (minimum: $100 monthly
or $250 quarterly) in the designated Seligman Fund(s) as
indicated:
_______________ $_________ ||Monthly ||Quarterly
Fund Name
________________ $_________ ||Monthly ||Quarterly
Fund Name
________________ $_________ ||Monthly ||Quarterly
Fund Name
I understand that my checks will be drawn on the fifth day
of the month, or prior business day, for the period
designated. I have completed the "Bank Authorization to
Honor Pre-Authorized Checks" below and have read and agree
to the Terms and Conditions applicable to the
Invest-A-Check(R) Service as set forth in each Prospectus
and as set forth below in the Bank Authorization.
X__________________________________________________________________
Signature of Investor (Please also sign Bank Authorization below.)
X__________________________________________________________________
Signature of Co-Investor, if any
________________________________________________________________________________________
BANK AUTHORIZATION TO HONOR PRE-AUTHORIZED CHECKS
________________________________________________________________________________________
To:_____________________________________________________________________________________
(Name of Bank)
________________________________________________________________________________________
Address of Bank or Branch (Street, City, State and Zip)
Please honor pre-authorized checks drawn on my account by Seligman Data Corp.,
100 Park Avenue, New York, N.Y. 10017, to the order of the Fund(s) designated
below:
____________________________________ $ ___________ ||Monthly ||Quarterly
Fund Name
____________________________________ $ ___________ ||Monthly ||Quarterly
Fund Name
____________________________________ $ ___________ ||Monthly ||Quarterly
Fund Name
and charge them to my regular checking account. Your authority to do so shall
continue until you receive written notice from me revoking it. You may
terminate your participation in this arrangement at any time by written notice
to me. I agree that your rights with respect to each pre-authorized check
shall be the same as if it were a check drawn and signed by me. I further
agree that should any such check be dishonored, with or without cause,
intentionally or inadvertently, you shall be under no liability whatsoever.
___________________________________ _________________________________________________
Checking Account Number Name(s) of Depositor(s) -- Please Print
X__________________________________________________
Signature(s) of Depositor(s) -- As Carried by Bank
X__________________________________________________
________________________________________________________________________________________
Address (Street) (City) (State, Zip)
________________________________________________________________________________________
To the Bank Designated above:
Your depositor(s) named in the above form has instructed us to establish the
Invest-A-Check(R) Service for his convenience. Under the terms of the Service,
your depositor(s) has pre-authorized checks to be drawn against his account in
a specific amount at regular intervals to the order of the designated Fund(s).
Checks presented to you will be magnetic-ink coded and will otherwise conform
to specifications of the American Bankers Association. A letter of
indemnification addressed to you and signed by Seligman Financial Services,
Inc., general distributor of the Seligman Mutual Funds, appears below. If
there is anything we can do to help you in giving your depositor(s) this
additional Service which he has requested, please let us know.
SELIGMAN DATA CORP.
INDEMNIFICATION AGREEMENT
To the Bank designated above:
SELIGMAN FINANCIAL SERVICES, INC., distributor of the shares of the Seligman
Mutual Funds, hereby agrees:
(1) To indemnify and hold you harmless against any loss, damage, claim or
suit, and any costs or expenses reasonably incurred in connection therewith,
either (a) arising as a consequence of your actions in connection with the
execution and issuance of any check or draft, whether or not genuine,
purporting to be executed by Seligman Data Corp. and received by you in the
regular course of business for the purpose of payment, or (b) resulting from
the dishonor of any such check or draft, with or without cause and
intentionally or inadvertently, even though such dishonor results in
suspension or termination of the Invest-A-Check(R) Service pursuant to which
such checks or drafts are drawn. (2) To refund to you any amount erroneously
paid by you on any such check or draft, provided claim for any such payment is
made within 12 months after the date of payment.
SELIGMAN FINANCIAL SERVICES, INC.
/S/Stephen J. Hodgdon
President
________________________________________________________________________________
<PAGE>
J. CHECK REDEMPTION SERVICE (CLASS A ONLY)
Available to shareholders who own or purchase shares having
a value of at least $25,000 invested in any of the
following: Seligman High-Yield Bond Fund, Seligman Income
Fund, Seligman U.S. Government Securities Fund, and any
Seligman Tax-Exempt Fund, or $2,000 invested in Seligman
Cash Management Fund. IF YOU WISH TO USE THIS SERVICE, YOU
MUST COMPLETE SECTION 4 AND THE SIGNATURE CARD BELOW.
SHAREHOLDERS ELECTING THIS SERVICE ARE SUBJECT TO THE
CONDITIONS OF THE TERMS AND CONDITIONS IN THE BACK OF EACH
PROSPECTUS.
CHECK WRITING SIGNATURE CARD Authorized Signature(s)
___________________________________________ 1.______________________________
Name of Fund for Check Redemption Service
___________________________________________ 2.______________________________
Name of Fund for Check Redemption Service
___________________________________________ 3.______________________________
Name of Fund for Check Redemption Service
__________________________________________ 4.______________________________
Account Number (If known)
__________________________________________ 5.______________________________
Account Registration (Please Print)
|| Check here if only one signature is required on checks.
|| Check here if a combination of signatures is required and specify the number:___________________.
ACCOUNTS IN THE NAMES OF CORPORATIONS, TRUSTS, PARTNERSHIPS, ETC., MUST
INDICATE THE LEGAL TITLES OF ALL AUTHORIZED SIGNATORIES. SHAREHOLDERS
ELECTING THIS SERVICE ARE SUBJECT TO THE TERMS AND CONDITIONS LISTED IN THE
PROSPECTUS.
<PAGE>
MANAGED BY
[J&W SELIGMAN LOGO]
J. & W. SELIGMAN & CO.
INCORPORATED
Investment Managers and Advisors
ESTABLISHED 1864
</TABLE>
<PAGE>
This page intentionally left blank.
<PAGE>
SELIGMAN
CASH
MANAGEMENT
FUND, INC.
- ---------------------------
100 Park Avenue
New York, New York 10017
INVESTMENT MANAGER
J. & W. Seligman & Co. Incorporated
100 Park Avenue
New York, New York 10017
GENERAL DISTRIBUTOR
Seligman Financial Services, Inc.
100 Park Avenue
New York, New York 10017
SHAREHOLDER SERVICE AGENT
Seligman Data Corp.
100 Park Avenue
New York, New York 10017
PORTFOLIO SECURITIES CUSTODIAN
Investors Fiduciary Trust Company
127 West 10th Street
Kansas City, Missouri 64105
GENERAL COUNSEL
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
EQCS1
<PAGE>
Shareholder Service Agent
Seligman Data Corp.
100 Park Avenue
New York, New York 10017
Portfolio Securities Custodian Investors Fiduciary Trust Company 127 West 10th
Street Kansas City, Missouri 64105 General Counsel Sullivan & Cromwell 125 Broad
Street New York, New York, 10004 EQCS1
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1995
SELIGMAN CASH MANAGEMENT FUND, INC.
100 Park Avenue
New York, New York 10017
New York City Telephone (212) 850-1864
Toll Free Telephone (800) 221-2450 all continental United States
For Retirement Plan Information - Toll Free Telephone (800) 445-1777
This Statement of Additional Information expands upon and supplements
the information contained in the current Prospectus of Seligman Cash Management
Fund, Inc., (the "Fund") dated May 1, 1995. It should be read in conjunction
with the Prospectus, which may be obtained by writing or calling the Fund at the
above address or telephone numbers. This Statement of Additional Information,
although not in itself a Prospectus, is incorporated by reference into the
Prospectus in its entirety.
The Fund offers two classes of shares. Class A shares may be purchased
at net asset value. Class D shares are available at net asset value and are
subject to a contingent deferred sales load ("CDSL") of 1% if redeemed within
one year.
Each Class A and Class D share represents an identical legal interest
in the investment portfolio of the Fund and has the same rights except for
certain class expenses and except that Class D shares bear a higher distribution
fee that generally will cause the Class D shares to have a higher expense ratio
and pay lower dividends that Class A shares. Each Class has exclusive voting
rights with respect to its distribution plan. Although holders of Class A and
Class D shares have identical legal rights, the different expenses borne by each
Class will result in different net asset values and dividends. The two classes
also have different exchange privileges.
TABLE OF CONTENTS
Page
Investment Objectives And Policies...............2
Calculation Of Yield.............................2
Investment Limitations...........................3
Directors and Officers...........................3
Management And Expenses..........................7
Administration, Shareholder Services and
Distribution Plan.............................9
Purchase and Redemption of Fund Shares.......... 9
Net Asset Value Per Share....................... 9
General Information.............................10
Financial Statements............................10
Appendix A......................................10
Appendix B......................................12
TXCM1A
-1-
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
As stated in the Prospectus, the Fund's objectives are to preserve capital
and to maximize liquidity and current income. Investments in the Fund are
neither insured nor guaranteed by the U.S. Government and there is no assurance
that the Fund will be able to maintain a stable net asset value of $1.00 per
share.
The Fund invests in high-quality money market instruments, including
securities issued or guaranteed by the U.S. Government or its agencies and
instrumentalities, obligations of domestic and foreign commercial banks,
commercial paper and high-grade short-term debt securities (such as bonds and
notes). The Fund may enter into repurchase agreements with respect to these
securities. A more complete description of the investments and ratings of
investments the Fund may make is contained in Appendix A.
LENDING OF PORTFOLIO SECURITIES
As stated in the Prospectus, the Fund may lend portfolio securities to
certain institutional borrowers of securities and may invest the cash collateral
and obtain additional income or receive an agreed upon amount of interest from
the borrower. Loans are subject to termination at the option of the Fund or the
borrower. The Fund may pay reasonable administrative and custodial fees in
connection with a loan and may pay a negotiated portion of the interest earned
on the cash or equivalent collateral to the borrower or placing broker. The Fund
has not loaned any portfolio securities to date.
CALCULATION OF YIELD
The current and effective yields of the Class A and Class D shares of the
Fund may be quoted in reports, sales literature, and advertisements published by
the Fund. The current yield of Class A shares is computed by determining the net
change exclusive of capital changes in the value of a hypothetical pre-existing
account having a balance of 1 share at the beginning of a seven-day calendar
period, dividing the net change in account value by the value of the account at
the beginning of the period, and multiplying the return over the seven-day
period by 365/7. For purposes of the calculation, net change in account value
reflects the value of additional shares purchased with dividends from the
original share and dividends declared on both the original share and any such
additional shares, but does not reflect realized gains or losses or unrealized
appreciation or depreciation. Effective yield is computed by annualizing the
seven-day return with all dividends reinvested in additional Fund shares. The
current and effective yields of the Fund's Class D shares are computed in the
same manner, except that the yield on Class D shares may include a CDSL if
shares are held for one year or less. Because Class D shares bear a higher
distribution fee than the Class A shares, the yield of Class D shares will be
lower than the yield of Class A shares.
The following are examples of the yield calculations for Class A and Class D
shares for the seven-day period ended December 31, 1994:
<TABLE>
<CAPTION>
CLASS A SHARES CLASS D SHARES
<S> <C> <C>
Total dividends per share from net investment income
(seven days ended December 31, 1994) $.000984 $.000757
Annualized (365 day basis) .051308 .039472
Average net asset value per share 1.000 1.000
Annualized historical net yield per share for seven
calendar days ended December 31, 1994 5.13%* 3.95%*
Effective yield (seven days ended December 31, 1994) 5.26%** 4.02%**
Weighted average life to maturity of investments was 33 days at December 31,
1994.
</TABLE>
* This represents the annualized average net investment income per share for the
seven days ended December 31, 1994.
** Annualized average of net investment income for the same period with
dividends reinvested.
-2-
<PAGE>
INVESTMENT LIMITATIONS
Under the Fund's fundamental policies, which cannot be changed except by a
vote of a majority of its outstanding voting securities, the Fund may not:
- - Issue senior securities or borrow money, except from banks for temporary
purposes in an amount not to exceed 5% of the value of the total assets of the
Fund;
- - Make loans, except loans of portfolio securities and except to the extent that
the purchase of notes, bonds or other evidences of indebtedness, the entry
into repurchase agreements or deposits with banks, may be considered loans;
- - Mortgage or pledge any of its assets, except to the extent, up to a maximum of
5% of its total assets, necessary to secure borrowings permitted by paragraph
1;
- - Underwrite the securities of other issuers; make "short" sales of securities,
or purchase securities on "margin"; write or purchase put or call options;
- - Invest more than 25% of the market value of its total assets in securities of
issuers in any one industry, provided that the Fund reserves the right to
concentrate investments in money market instruments issued by the U.S.
Government or its agencies or instrumentalities or banks or bank holding
companies;
- - Invest more than 5% of its gross assets (taken at market) in the securities of
any one issuer, other than the U.S. Government, its agencies or
instrumentalities, or buy more than 10% of the voting securities of any one
issuer, other than U.S. Government agencies or instrumentalities;
- - Buy or hold any real estate or securities of corporations or trusts whose
principal business is investing in interests in real estate, or buy or hold
oil or gas interests, or buy or hold any commodity or commodity contracts;
- - Buy securities of any company which, with their predecessors, have been in
operation less than three continuous years, provided however, that securities
guaranteed by a company that (including predecessors) has been in operation at
least three continuous years shall be excluded;
- - Invest in securities with contractual or other restrictions on resale, except
in connection with repurchase agreements;
- - Deal with its directors and officers, or firms they are associated with, in
the purchase or sale of securities except as broker, or purchase or hold the
securities of any issuer, if to its knowledge, directors or officers of the
Fund or of the Manager individually owning beneficially more than 0.5% of the
securities of that other company own in the aggregate more than 5% of such
securities; or
- - Invest in the securities of companies for purposes of exercising control or
management of such companies or in securities issued by other investment
companies, except in connection with a merger, consolidation, acquisition or
reorganization.
Under the Investment Company Act of 1940 (the "1940 Act"), a "vote of a
majority of the outstanding voting securities" of the Fund means the affirmative
vote of the lesser of (1) more than 50% of the outstanding shares of the Fund or
(2) 67% or more of the shares of the Fund present at a shareholders' meeting if
more than 50% of the outstanding shares of the Fund are represented at the
meeting in person or by proxy.
DIRECTORS AND OFFICERS
Directors and officers of the Fund, together with information as to their
principal business occupations during the past five years, are shown below. Each
Director who is an "interested person" of the Fund, as defined in the 1940 Act,
is indicated by an asterisk. Unless otherwise indicated, their addresses are 100
Park Avenue, New York, NY 10017.
-3-
<PAGE>
WILLIAM C. MORRIS* Director, Chairman of the Board, Chief
(56) Executive Officer and Chairman of the Executive
Committee
Managing Director, Chairman and President, J. &
W. Seligman & Co. Incorporated, investment
managers and advisors; and Seligman Advisors,
Inc., advisors; Chairman and Chief Executive
Officer, the Seligman Group of Investment
Companies; Chairman, Seligman Financial
Services, Inc., distributor; Seligman Holdings,
Inc, holding company; Seligman Services, Inc.,
broker/dealer; and Carbo Ceramics Inc., ceramic
proppants for oil and gas industry; Director or
Trustee, Seligman Data Corp. (formerly Union
Data Service Center, Inc.), shareholder service
agent; Daniel Industries, Inc., manufacturer of
oil and gas metering equipment; Kerr-McGee
Corporation, diversified energy company; and
Sarah Lawrence College; and a Member of the
Board of Governors of the Investment Company
Institute; formerly, Chairman, Seligman
Securities, Inc., broker/dealer; and J. & W.
Seligman Trust Company, trust company.
RONALD T. SCHROEDER* Director, President and Member of the Executive
(47) Committee
Director, Managing Director and Chief
Investment Officer, J. & W. Seligman & Co.
Incorporated, investment managers and advisors;
Managing Director and Chief Investment Officer,
Seligman Advisors, Inc., advisors; Director or
Trustee and President and Chief Investment
Officer, Tri-Continental Corporation,
closed-end investment company and the open-end
investment companies in the Seligman Group of
Investment Companies; Director and President,
Seligman Holdings, Inc., holding company;
Director, Seligman Financial Services, Inc.,
distributor; Seligman Data Corp., shareholder
service agent; Seligman Quality Municipal Fund,
Inc. and Seligman Select Municipal Fund, Inc.,
closed-end investment companies; Seligman
Henderson Co., advisors; and Seligman Services,
Inc., broker/dealer; formerly, Director, J. &
W. Seligman Trust Company, trust company; and
Seligman Securities, Inc., broker/dealer.
FRED E. BROWN* Director
(81)
Director and Consultant, J. & W. Seligman & Co.
Incorporated, investment managers and advisors;
Director or Trustee, Tri-Continental
Corporation, closed-end investment company; and
the open-end investment companies in the
Seligman Group of Investment Companies;
Director, Seligman Financial Services, Inc.,
distributor; Seligman Quality Municipal Fund,
Inc. and Seligman Select Municipal Fund, Inc.,
closed-end investment companies; Seligman
Services Inc., broker/dealer; Trustee, Trudeau
Institute, nonprofit bio-medical research
organization; Lake Placid Center for the Arts,
cultural organization; Lake Placid Education
Foundation, education foundation; formerly,
Director, J. & W. Seligman Trust Company, trust
company; and Seligman Securities, Inc.,
broker/dealer.
ALICE S. ILCHMAN Director
(59)
President, Sarah Lawrence College; Director or
Trustee, the Seligman Group of Investment
Companies; NYNEX (formerly, New York Telephone
Company), telephone company; The Rockefeller
Foundation, charitable foundation; and The
Committee for Economic Development; formerly,
Trustee, The Markle Foundation, philanthropic
organization; and Director, International
Research and Exchange Board, intellectual
exchanges.
Sarah Lawrence College, Bronxville, NY 10708
-4-
<PAGE>
JOHN E. MEROW* Director
(65)
Partner, Sullivan & Cromwell, law firm;
Director or Trustee, the Commonwealth Aluminum
Corporation; the Seligman Group of Investment
Companies; the Municipal Art Society of New
York; the U. S. Council for International
Business and the U. S.-New Zealand Council;
Chairman, American Australian Association; the
Municipal Art Society of New York; Member of
the American Law Institute and Council on
Foreign Relations; and Member of the Board of
Governors of the Foreign Policy Association and
New York Hospital.
125 Broad Street, New York, NY 10004
BETSY S. MICHEL Director
(52)
Attorney; Director or Trustee, the Seligman
Group of Investment Companies; National
Association of Independent Schools (Washington,
D.C.), education; Chairman of the Board of
Trustees of St. George's School (Newport, RI).
St. Bernard's Road, P.O. Box 449, Gladstone, NJ
07934
DOUGLAS R. NICHOLS, JR. Director
(75)
Management Consultant; Director or Trustee, the
Seligman Group of Investment Companies;
formerly, Trustee, Drew University.
790 Andrews Avenue, Delray Beach, FL 33483
JAMES C. PITNEY Director
(68)
Partner, Pitney, Hardin, Kipp & Szuch, law
firm; Director or Trustee, the Seligman Group
of Investment Companies; Public Service
Enterprise Group, public utility. Park Avenue
at Morris County, P.O. Box 1945, Morristown, NJ
07962-1945
JAMES Q. RIORDAN Director
(67)
Director, Various Corporations; Director or
Trustee, the Seligman Group of Investment
Companies; The Brooklyn Museum; The Brooklyn
Union Gas Company; The Committee for Economic
Development; Dow Jones & Co., Inc.; Public
Broadcasting Service; formerly, Co-Chairman of
the Policy Council of the Tax Foundation;
Director and Vice Chairman, Mobil Corporation;
Director, Tesoro Petroleum Companies, Inc.; and
Director and President, Bekaert Corporation.
675 Third Avenue, Suite 3004, New York, NY
10017
HERMAN J. SCHMIDT Director
(78)
Director, Various Corporations; Director or
Trustee, the Seligman Group of Investment
Companies; H. J. Heinz Company; HON Industries,
Inc.; and MAPCO, Inc; formerly, Director,
MetLife Series Fund, Inc. and MetLife
Portfolios, Inc.; and Ryder System, Inc. 15
Oakley Lane, Greenwich, CT 06830
ROBERT L. SHAFER Director
(62)
Vice President, Pfizer Inc., pharmaceuticals;
Director or Trustee, the Seligman Group of
Investment Companies; and USLIFE Corporation,
life insurance.
235 East 42nd Street, New York, NY 10017
-5-
<PAGE>
JAMES N. WHITSON Director
(60)
Executive Vice President, Chief Operating
Officer and Director, Sammons Enterprises,
Inc.; Director or Trustee, Red Man Pipe and
Supply Company, piping and other materials; the
Seligman Group of Investment Companies;
Director, C-SPAN.
300 Crescent Court, Suite 700, Dallas, TX 75201
BRIAN T. ZINO* Director and Member of the Executive Committee
(42)
Managing Director (formerly, Chief
Administrative and Financial Officer), J. & W.
Seligman & Co. Incorporated, investment
managers and advisors; Director or Trustee, the
Seligman Group of Investment Companies;
Chairman, Seligman Data Corp., shareholder
service agent; Director, Seligman Financial
Services, Inc., distributor; Seligman Services,
Inc., broker/dealer; Senior Vice President,
Seligman Henderson Co., advisors; formerly,
Director and Secretary, Chuo Trust - JWS
Advisors, Inc., advisors; and Director,
Seligman Securities, Inc., broker/dealer; and
J. & W. Seligman Trust Company, trust company.
LEONARD J. LOVITO Vice President and Portfolio Manager
(34)
Vice President, Investment Officer, J. & W.
Seligman & Co. Incorporated, investment
managers and advisors; Vice President and
Portfolio Manager, two other open-end
investment companies in the Seligman Group of
Investment Companies.
LAWRENCE P. VOGEL Vice President
(38)
Senior Vice President, Finance, J. & W.
Seligman & Co. Incorporated, investment
managers and advisors; Seligman Financial
Services, Inc., distributor; and Seligman
Advisors, Inc., advisors; Vice President, the
Seligman Group of Investment Companies; Senior
Vice President, Finance (formerly, Treasurer),
Seligman Data Corp., shareholder service agent;
Treasurer, Seligman Holdings, Inc., holding
company; and Seligman Henderson Co., advisors;
formerly, Senior Audit Manager at Price
Waterhouse, independent accountants.
FRANK J. NASTA Secretary
(30)
Secretary, the Seligman Group of Investment
Companies; J. & W. Seligman & Co.,
Incorporated, investment managers and advisers;
Seligman Financial Services, Inc., distributor;
Seligman Henderson Co., advisers; Seligman
Services, Inc., broker/dealers; Seligman Data
Corp.; Vice President, Law and Regulation, J. &
W. Seligman & Co. Incorporated, investment
managers and advisers; formerly, attorney,
Seward & Kissel.
THOMAS G. ROSE Treasurer
(37)
Treasurer, the Seligman Group of Investment
Companies; and Seligman Data Corp., shareholder
service agent; formerly, Treasurer, American
Investors Advisors, Inc.
The Executive Committee of the Board acts on behalf of the Board between
meetings to determine the value of securities and assets owned by the Fund for
which no market valuation is available and to elect or appoint officers of the
Fund to serve until the next meeting of the Board.
-6-
<PAGE>
<TABLE>
<CAPTION>
Compensation Table
Pension or
Aggregate Retirement Benefits Total Compensation
Compensation Accrued as part of from Fund and
POSITION WITH REGISTRANT FROM FUND (1) FUND EXPENSES FUND COMPLEX (2)
------------------------ ------------- ------------- ----------------
<S> <C> <C> <C>
William C. Morris, Director N/A N/A N/A
Ronald T. Schroeder, Director N/A N/A N/A
Fred E. Brown, Director N/A N/A N/A
Alice S. Ilchman, Director $2,809.92 N/A $67,000.00
John E. Merow, Director 2,774.20(d) N/A 66,000.00(d)
Betsy S. Michel, Director 2,774.20 N/A 66,000.00
Douglas R. Nichols, Jr., Director 2,774.20 N/A 66,000.00
James C. Pitney, Director 2,809.92 N/A 67,000.00
James Q. Riordan, Director 2,774.20 N/A 66,000.00
Herman J. Schmidt, Director 2,774.20 N/A 66,000.00
Robert L. Shafer, Director 2,774.20 N/A 66,000.00
James N. Whitson, Director 2,774.20(d) N/A 66,000.00(d)
Brian T. Zino, Director N/A N/A N/A
</TABLE>
- ----------------------
(1) Based on remuneration received by the Directors of the Fund for the year
ended December 31, 1994.
(2) As defined in the Fund's Prospectus, the Seligman Group of Investment
Companies consists of seventeen investment companies.
(d) Deferred. The total amounts of deferred compensation (including interest)
payable to Messrs. Merow, Pitney and Whitson as of December 31, 1994 were
$55,902, $56,597 and $5,080, respectively. Mr. Pitney no longer defers current
compensation.
The Fund has a compensation arrangement under which outside directors may
elect to defer receiving their fees. Under this arrangement, interest is accrued
on the deferred balances. The annual cost of such interest is included in the
directors' fees and expenses, and the accumulated balance thereof is included in
"Liabilities" in the Fund's financial statements.
Directors and officers of the Fund are also directors or trustees and
officers of some or all of the other investment companies in the Seligman Group.
Directors and officers of the Fund as a group owned directly or indirectly
3,443,116 shares or less than 2% of the Fund's Class A Capital Stock at March
31, 1995. As of that date, no Directors or officers owned shares of the Fund's
Class D Capital Stock.
MANAGEMENT AND EXPENSES
As indicated in the Prospectus, under the Management Agreement, dated
December 29, 1988, as amended May 15, 1991, subject to the control of the Board
of Directors, the Manager manages the investment of the assets of the Fund,
including making purchases and sales of portfolio securities consistent with the
Fund's investment objectives and policies, and administers its business and
other affairs. The Manager provides the Fund with such office space,
administrative and other services and executive and other personnel as are
necessary for Fund operations. The Manager pays all of the compensation of
directors of the Fund who are employees or consultants of the Manager and the
officers and employees of the Fund. The Manager also provides senior management
for Seligman Data Corp., the Fund's shareholder service agent.
The Fund pays the Manager a management fee for its services, calculated
daily and payable monthly, based on a percentage of the daily net assets of the
Fund. The method for determining this percentage is set forth in the Appendix of
the Prospectus. During the years ended 1993 and 1992, the Manager at its
discretion waived a portion of its fee for the Fund. The management fee amounted
to $779,345 in 1994, $628,981 in 1993 and $815,294 in 1992, equivalent to .44%
of the average net assets of the Fund in 1994, .35% in 1993 and .35% in 1992.
During the year ended December 31, 1994, the Manager reimbursed expenses of
Class D shares equal to $16,822.
-7-
<PAGE>
The Fund pays all its expenses other than those assumed by the Manager,
including brokerage commissions, administration, shareholder services and
distribution fees, fees and expenses of independent attorneys and auditors,
taxes and governmental fees including fees and expenses for qualifying the Fund
and its shares under Federal and state securities laws, cost of stock
certificates and expenses of repurchase or redemption of shares, expenses of
printing and distributing reports, notices and proxy materials to existing
shareholders, expenses of printing and filing reports and other documents filed
with governmental agencies, expenses of shareholders' meetings, expenses of
corporate data processing and related services, shareholder recordkeeping and
shareholder account services, fees and disbursements of transfer agents and
custodians, expenses of disbursing dividends and distributions, fees and
expenses of directors of the Fund not employed by (or serving as a Director of)
the Manager or its affiliates, insurance premiums and extraordinary expenses
such as litigation expenses. The Fund's expenses are allocated in a manner
determined by the Board of Directors to be fair and equitable.
The Manager has undertaken to one state securities administrators, so long
as required, to reimburse the Fund for each year in the amount by which total
expenses, including the management fee, but excluding interest, taxes, brokerage
commissions, distribution fees and extraordinary expenses, exceed 2 1/2% of the
first $30,000,000 of average net assets, 2% of the next $70,000,000 of average
net assets, and 1 1/2% thereafter. Such reimbursement, if any, will be made
monthly.
On December 29, 1988, a majority of the outstanding voting securities of the
Manager was purchased by Mr. William C. Morris and a simultaneous
recapitalization of the Manager occurred.
The Management Agreement was approved by the Board of Directors on September
30, 1988 and by the shareholders at a Special Meeting held on December 16, 1988.
The Management Agreement will continue in effect until December 31 of each year
if (1) such continuance is approved in the manner required by the 1940 Act (by a
vote of a majority of the Board of Directors or of the outstanding voting
securities of the Fund and by a vote of a majority of the Directors who are not
parties to the Management Agreement or interested persons of any such party) and
(2) if the Manager shall not have notified the Fund at least 60 days prior to
December 31 of any year that it does not desire such continuance. The Management
Agreement may be terminated by the Fund, without penalty, on 60 days' written
notice to the Manager and will terminate automatically in the event of its
assignment. The Fund has agreed to change its name upon termination of the
Management Agreement if continued use of the name would cause confusion in the
context of the Manager's business.
The Manager is a successor firm to an investment banking business founded in
1864 which has thereafter provided investment services to individuals, families,
institutions and corporations. See Appendix B for further history of the
Manager.
Officers, directors and employees of the Manager are permitted to engage in
personal securities transactions, subject to the Manager's Code of Ethics (the
"Code"). The Code proscribes certain practices with regard to personal
securities transactions and personal dealings, provides a framework for the
reporting and monitoring of personal securities transactions by the Manager's
Director of Compliance, and sets forth a procedure of identifying, for
disciplinary action, those individuals who violate the Code. The Code prohibits
each of the officers, directors and employees (including all portfolio managers)
of the Manager from purchasing or selling any security that the officer,
director or employee knows or believes (i) was recommended by the Manager for
purchase or sale by any client, including the Fund, within the preceding two
weeks, (ii) has been reviewed by the Manager for possible purchase or sale
within the preceding two weeks, (iii) is being purchased or sold by any client,
(iv) is being considered by a research analyst, (v) is being acquired in a
private placement, unless prior approval has been obtained from the Manager's
Director of Compliance, or (vi) is being acquired during an initial or secondary
public offering. The Code also imposes a strict standard of confidentiality and
requires portfolio managers to disclose any interest they may have in the
securities or issuers that they recommend for purchase by any client.
The Code also prohibits (i) each portfolio manager or member of an
investment team from purchasing or selling any security within seven calendar
days of the purchase or sale of the security by a client's account (including
investment company accounts) for which the portfolio manager or investment team
manages and (ii) each employee from engaging in short-term trading (a purchase
and sale or vice-versa within 60 days). Any profit realized pursuant to either
of these prohibitions must be disgorged.
Officers, directors and employees are required, except under very limited
circumstances, to engage in personal securities transactions through the
Manager's order desk. The order desk maintains a list of securities that may not
be purchased due to a possible conflict with clients. All officers, directors
and employees are also required to disclose all securities beneficially owned by
them on December 31 of each year.
-8-
<PAGE>
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLAN
As indicated in the Prospectus, the Fund has adopted an Administration,
Shareholder Services and Distribution Plan for each Class (the "Plan") in
accordance with Section 12(b) of the Act and Rule 12b-1 thereunder.
The Plan was approved on July 16, 1992 by the Board of Directors of the
Fund, including a majority of the Directors who are not "interested persons" (as
defined in the Act) and who have no direct or indirect financial interest in the
operation of the Plan or in any agreement related to the Plan (the "Qualified
Directors") and was approved by shareholders of the Fund at a Special Meeting of
Shareholders held on November 23, 1992. Although the Plan became effective in
respect of the Class A shares on January 1, 1993, the Manager has elected to
currently waiver the fee. Payments may not commence until after April 30, 1996.
The Plan was approved in respect of the Class D shares on March 18, 1993 by the
Board of Directors of the Fund, including a majority of the Qualified Directors,
and became effective with respect to the Class D shares on May 1, 1993. The Plan
will continue in effect through December 31 of each year so long as such
continuance is approved by a majority vote of both the Directors and the
Qualified Directors of the Fund, cast in person at a meeting called for the
purpose of voting on such approval. The Plan may not be amended to increase
materially the amounts payable to Service Organizations with respect to a class
of shares without the approval of a majority of the outstanding voting
securities of such class and no material amendment to the Plan may be made
except by a majority of both the Directors and Qualified Directors.
The Plan requires that the Treasurer of the Fund shall provide to the
Directors, and the Directors shall review, at least quarterly, a written report
of the amounts expended (and purposes therefor) under the Plan. Rule 12b-1 also
requires that the selection and nomination of Directors who are not "interested
persons" of the Fund be made by such disinterested Directors.
PURCHASE AND REDEMPTION OF FUND SHARES
The Fund issues two classes of shares: Class A shares may be purchased at a
price equal to the next determined net asset value per share. Class D shares,
which are available only through an exchange of shares of another mutual fund in
the Seligman Group offering Class D shares ("Original Class D shares") at net
asset value may be subject to a CDSL on redemptions within one year of purchase.
See "Alternative Distribution System," "Purchase Of Shares," and "Redemption Of
Shares" in the Prospectus.
Regardless of the method of redemption, a check for the proceeds ordinarily
will be sent within seven calendar days following redemption. Payment may be
made in securities, subject to the review of some state securities commissions,
or postponed, if the orderly liquidation of portfolio securities is prevented by
the closing of, or restricted trading on, the New York Stock Exchange during
periods of emergency, or during such other periods as ordered by the Securities
and Exchange Commission. If payment were to be made in securities, shareholders
receiving securities could incur certain transaction costs.
The Fund will not accept orders from securities dealers for the repurchase
of shares. Shares transferred to dealers will be subject to the redemption
requirements of the Fund and Seligman Data Corp.
NET ASSET VALUE PER SHARE
The net asset value per share is determined as of the close of trading on
the New York Stock Exchange ("NYSE"), (usually 4:00 p.m., Eastern time), on days
on which the Fund is open for business. The Fund's office is currently closed on
New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day. Net asset value per share is
computed by dividing the value of the net assets (i.e., the value of its assets
less liabilities) by the total number of outstanding shares of such Portfolio.
All expenses, including the Manager's fee, are accrued daily and taken into
account for the purpose of determining its net asset value.
Pursuant to Rule 2a-7 under the 1940 Act, the Fund's portfolio securities
are valued by the amortized cost method. This method of valuation involves
valuing a security at its cost at the time of purchase and thereafter assuming a
constant amortization to maturity of any discount or premium, regardless of the
impact of fluctuating interest rates on the market value of the security. While
this method provides certainty in valuation, it may result in periods during
which value, as determined by amortized cost, is higher or lower than the price
the Fund would receive if it sold the security. During periods of declining
-9-
<PAGE>
interest rates, the quoted yield on shares of the Fund may tend to be higher
than that of a fund with identical investments which uses a method of valuation
based on market prices and estimates of market prices for all its portfolio
securities. Thus, if the use of amortized cost resulted in lower aggregate
portfolio value on a particular day, a prospective investor would be able to
obtain a somewhat higher yield if he purchased shares on that day than he would
be able to receive from a fund using solely market values and existing investors
would receive less investment income. The converse is true in a period of rising
interest rates.
The order permitting the Fund to use the amortized cost method of valuation
requires that, under the direction of the Board of Directors, certain procedures
be adopted to monitor and stabilize the price per share. Calculations are made
to compare the value of its investments valued at amortized cost with market
values. Market valuations are obtained by using actual quotations provided by
market markers, values obtained from yield data relating to classes of money
market instruments or U.S. Government securities published by reputable sources
at the mean between the bid and asked prices for the instruments. The Fund will
not maintain a dollar-weighted average portfolio maturity in excess of 90 days.
In the event that a deviation of 1/2 of 1% or more exists between the $1.00 per
share net asset value and the net asset value calculated by reference to market
quotations, or if there is any other deviation which the Board of Directors
believes would result in a material dilution to shareholders or purchasers, the
Board of Directors will promptly consider what action, if any, should be
initiated.
GENERAL INFORMATION
CAPITAL STOCK. The Board of Directors is authorized to classify or
reclassify and issue any unissued Capital Stock of the Fund into any number of
other classes without further action by shareholders. The Investment Company Act
of 1940 requires that where more than one class exists, each class must be
preferred over all other classes in respect of assets specifically allocated to
such class.
Rule 18f-2 under the Act provides that any matter required to be submitted
by the provisions of the Act or applicable state law, or otherwise, to the
holders of the outstanding voting securities of an investment company such as
the Fund shall not be deemed to have been effectively acted upon unless approved
by the holders of a majority of the outstanding shares of each class affected by
such matter. Rule 18f-2 further provides that a class shall be deemed to be
affected by a matter unless it is clear that the interests of each class in the
matter are substantially identical or that the matter does not significantly
affect any interest of such class. However, the Rule exempts the selection of
independent auditors, the approval of principal distributing contracts and the
election of directors from the separate voting requirements of the Rule.
CUSTODIAN. Investors Fiduciary Trust Company, 127 West 10th Street, Kansas City,
Missouri 64105 serves as custodian of the Fund. It also maintains, under the
general supervision of the Manager, the accounting records and determines the
net asset value for the Fund.
AUDITORS. Deloitte & Touche LLP, independent auditors, have been selected as
auditors of the Fund. Their address is Two World Financial Center, New York, New
York 10281.
FINANCIAL STATEMENTS
The Annual Report to Shareholders for the year ended December 31, 1994 is
incorporated by reference into this Statement of Additional Information. The
Annual Report contains a schedule of the investments as of December 31, 1994, as
well as certain other financial information as of that date. The Annual Report
will be furnished, without charge, to investors who request copies of the Fund's
Statement of Additional Information.
APPENDIX A
DESCRIPTION OF PERMISSIBLE INVESTMENTS:
U.S. GOVERNMENT, AGENCY AND INSTRUMENTALITY OBLIGATIONS - are securities
issued or guaranteed as to principal and interest by the United States
government or by agencies or instrumentalities thereof and include a variety of
obligations, which differ in their interest rates, maturities, and dates of
issue. Some of these obligations are issued directly by the United States
Treasury such as U.S. Treasury bills, notes, and bonds; others are guaranteed by
the U.S. Treasury, such as securities issued by the Small Business
-10-
<PAGE>
Administration, the General Services Administration, and Farmers Home
Administration; others are supported by the right of the issuer to borrow from
the Treasury, such as securities issued by Federal Home Loan Banks; while others
are supported only by the credit of the agency or instrumentality and not by the
Treasury, such as securities issued by the Federal National Mortgage
Administration. There can be no assurance that the U.S. Government will provide
financial support to such an agency or instrumentality if it is not obligated to
do so by law.
REPURCHASE AGREEMENTS - involve the purchase of obligations and the
simultaneous agreement to resell the same obligations on demand or at a future
specified date and at an agreed upon price. Such transactions afford an
opportunity to earn a return which is only temporarily available.
NEGOTIABLE CERTIFICATES OF DEPOSIT - are certificates issued against funds
deposited in a bank. They are for a definite period of time, earn a specified
rate of return, and are negotiable.
BANKERS' ACCEPTANCES - are short-term credit instruments primarily used to
finance the import, export, transfer or storage of goods. They are termed
"accepted" when a bank guarantees their payment at maturity.
FIXED TIME DEPOSITS - represent funds deposited in a bank. They are for a
definite period of time and earn a specified rate of return. Unlike negotiable
certificates of deposit, they do not have a market, and they may be subject to
penalties for early withdrawal of funds. Fixed time deposits are made in foreign
branches of domestic banks and in foreign banks.
COMMERCIAL PAPER - refers to promissory notes issued by corporations to
finance short-term credit needs.
CORPORATE DEBT SECURITIES - include bonds and notes issued by corporations
to finance longer-term credit needs.
DESCRIPTION OF A-1 AND P-1 COMMERCIAL PAPER RATINGS:
The ratings A-1+ and A-1 are the highest commercial paper ratings assigned
by S & P. Paper rated A-1+ has the highest rating and is regarded as having the
greatest capacity for timely payment. Paper rated A-1 indicates that the degree
of safety regarding timely payment is very strong. Long-term senior debt is
rated A or better. The issuer has access to at least two additional channels of
borrowing. Basic earnings and cash flow have an upward trend with allowance made
for unusual circumstances. Typically, the issuer's industry is well established
and the issuer has a strong position within the industry. The reliability and
quality of management are unquestioned.
The rating P-1 is the highest commercial paper rating assigned by Moody's.
Among the factors considered by Moody's in assigning ratings are the following:
(1) evaluation of the management of the issuer; (2) economic evaluation of the
issuer's industry or industries and an appraisal of speculative-type risks which
may be inherent in certain areas; (3) evaluation of the issuer's products in
relation to competition and customer acceptance; (4) liquidity; (5) amount and
quality of long-term debt; (6) trend of earnings over a period of ten years; (7)
financial strength of parent company and the relationships which exist with the
issuer; and (8) recognition by the management of obligations which may be
present or may arise as a result of public interest questions and preparations
to meet such obligations.
DESCRIPTION OF BOND RATINGS:
Bonds rated AAA have the highest rating S&P assigns to a debt obligation.
Such a rating indicates an extremely strong capacity to pay principal and
interest. Bonds rated AA also qualify as high-quality debt obligations. Capacity
to pay principal and interest is very strong, and in the majority of instances
they differ from AAA issues only in a small degree. Bonds rated in the Aa group
(Aa1, Aa2, Aa3) by Moody's are judged by Moody's to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than Aaa bonds because margins of
protection may not be as large or fluctuations of protective elements may be of
greater amplitude, or there may be other elements present which make the
long-term risks appear somewhat larger.
-11-
<PAGE>
APPENDIX B
HISTORY OF J. & W. SELIGMAN & CO. INCORPORATED
Seligman's beginnings date back to 1837, when Joseph Seligman, the
oldest of eight brothers, arrived in the United States from Germany. He earned
his living as a pack peddler in Pennsylvania, and began sending for his
brothers. The Seligmans became successful merchants, establishing businesses in
the South and East.
Backed by nearly thirty years of business success - culminating in the
sale of government securities to help finance the Civil War - Joseph Seligman,
with his brothers, established the international banking and investment firm of
J. & W. Seligman & Co. In the years that followed, Seligman played a major role
in the geographical expansion and industrial development of the United States.
SELIGMAN:
.... Prior to 1900
o Helps finance America's fledgling railroads through underwriting.
o Is admitted to the New York Stock Exchange in 1869. Seligman remained a
member of the NYSE until 1993, when the evolution of its business made
it unnecessary.
o Becomes a prominent underwriter of corporate securities, including New
York Mutual Gas Light Company, later part of Consolidated Edison.
o Provides financial assistance to Mary Todd Lincoln and urges the Senate
to award her a pension.
o Is appointed U.S. Navy fiscal agent by President Grant.
o Plays a significant role in raising capital for America's industrial
and urban development.
...1900-1910
o Helps Congress finance the building of the Panama Canal.
...1910s
o Participates in raising billions for Great Britain, France and Italy,
helping finance World War I.
...1920s
o Participates in hundreds of underwritings including those for some of
the country's largest companies: Briggs Manufacturing, Dodge Brothers,
General Motors, Minneapolis-Honeywell Regulatory Company, Maytag
Company, United Artists Theater Circuit and Victor Talking Machine
Company.
o Forms Tri-Continental Corporation in 1929, today the nation's largest,
diversified closed-end equity investment company, with over $2 billion
in assets, and one of its oldest.
...1930s
o Assumes management of Broad Street Investing Co. Inc., its first mutual
fund, today known as Seligman Common Stock Fund.
o Establishes Investment Advisory Service.
...1940s
o Helps shape the Investment Company Act of 1940.
o Leads in the purchase and subsequent sale to the public of Newport News
Shipbuilding and Dry Dock Company, a prototype transaction for the
investment banking industry.
o Assumes management of National Investors Corporation, today Seligman
Growth Fund.
o Establishes Whitehall Fund, Inc., today Seligman Income Fund.
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<PAGE>
...1950-1989
o Develops new open-end investment companies. Today, manages 44 mutual
fund portfolios with combined assets of $7.3 billion.
o Helps pioneer state-specific, tax-exempt municipal bond funds, today
managing a national and 18 state-specific tax-exempt funds.
o Establishes J. & W. Seligman Trust Company, and J. & W. Seligman
Valuations Corporation.
o Establishes Seligman Portfolios, Inc., an investment vehicle offered
through variable annuity products.
...1990s
o Introduces Seligman Select Municipal Fund and Seligman Quality
Municipal Fund, two closed-end funds that invest in high-quality
municipal bonds.
o In 1991 establishes a joint venture with Henderson Administration Group
plc, of London, known as Seligman Henderson Co., to offer global
investment products.
o Introduces Seligman Frontier Fund, Inc., a small capitalization mutual
fund.
o Launches Seligman Henderson Global Fund Series, Inc., which today
offers three separate series: Seligman Henderson International Fund,
Seligman Henderson Global Smaller Companies Fund and Seligman Henderson
Global Technology Fund.
<PAGE>
- -------------------------------------------------------------------------------
Seligman
Cash
Management
Fund, Inc.
- -------------------------------------------------------------------------------
A Money Market Fund
- -------------------------------------------------------------------------------
19th Annual Report
1994
- -------------------------------------------------------------------------------
[Logo]
SELIGMAN FINANCIAL SERVICES, INC.
an affiliate of
[Logo]
J.& W. SELIGMAN & CO.
INCORPORATED
ESTABLISHED 1864
100 Park Avenue, New York, NY 10017
This report is intended only for the information of shareholders or those who
have received the offering prospectus covering shares of Capital Stock of
Seligman Cash Management Fund, Inc., which contains information about the sales
charge, management fees, and other costs. Investments in the Fund are neither
insured nor guaranteed by the U.S. Government and there is no assurance that the
Fund will be able to maintain a stable net asset value of $1.00 per share.
Performance data quoted represents past performance and does not guarantee
future results. Investment returns will vary. Please read the prospectus
carefully before investing or sending money. TXCM2 12/94
<PAGE>
- -------------------------------------------------------------------------------
Seligman Cash Management Fund, Inc.
- -------------------------------------------------------------------------------
A money market mutual fund that seeks to preserve capital and to
maximize liquidity and current income through its Prime and Government
Portfolios. The Prime Portfolio invests in high-quality money market
instruments. The Government Portfolio invests only in short-term securities
issued or guaranteed by the U.S. Government and repurchase agreements with
respect to those securities.
Highlights of 1994
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Prime Portfolio Prime Portfolio Government
Class A Class D Portfolio
December 31, 1994 December 31, 1994 December 31, 1994
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net Assets.............................................. $194,405,543 $3,457,990 $22,035,623
------------ ---------- -----------
Net Asset Value per Share............................... $1.00 $1.00 $1.00
Number of Shareholders.................................. 9,584 141 521
----- --- ---
Dividends............................................... $.034 $.024 $.032
----- ----- -----
Net Yield per Share..................................... 3.41% 2.32% 3.18%
Effective Yield per Share with Dividends
Invested Monthly..................................... 3.46% 2.35% 3.22%
---- ---- ----
</TABLE>
1
<PAGE>
- -------------------------------------------------------------------------------
To the Shareholders
- -------------------------------------------------------------------------------
We are pleased to report Seligman Cash Management Fund's investment results,
portfolio holdings, and audited financial statements for the year ended December
31, 1994. Special Note to Shareholders Effective January 26, 1995, the net
assets of Seligman Cash Management Fund-Government Portfolio were combined with
the net assets of Seligman Cash Management Fund-Prime Portfolio, Class A shares,
in a transaction approved by shareholders of the Government Portfolio on January
17, 1995. The "Prime Portfolio" will now be referred to as Seligman Cash
Management Fund, as it is now the sole portfolio of the Fund. For the year,
Class A shares of the Prime Portfolio provided a net annualized yield of 3.41%,
and an effective or compounded yield of 3.46% for shareholders who invested
dividends in additional shares. The Class D shares provided a net annualized
yield of 2.32%, and an effective or compounded yield of 2.35% for shareholders
who invested dividends in additional shares for the period. For both Class A and
D shares, the total investments at year end of $198.7 million were diversified
among 24 issuers, with 67.3% invested in commercial paper, 2.5% held in bank
notes, 25.6% invested in fixed time deposits, and the remaining 4.6% in bankers'
acceptances. At December 31, the average weighted maturity of the Prime
Portfolio was 33 days. The Government Portfolio provided a 3.18% net annualized
yield for 1994, and a 3.22% effective yield for those shareholders who invested
dividends in additional shares. At year end, the $21.9 million of investments in
the Government Portfolio was 50.2% invested in repurchase agreements and 49.8%
in U.S. Treasury bills. The repurchase agreements are backed by U.S. Government
obligations, guaranteed as to payment of principal and interest. At December 31,
the average weighted maturity of the Government Portfolio was 34 days. Looking
back on 1994, the one generalization that can be made with confidence is that it
was a turbulent and trying year for investors. However, the Federal Reserve
Board's (FRB) six interest rate increases in 1994 pushed the federal funds
rate--the interest rate charged for interbank loans--up from 3.00% on January 3,
1994, to 5.50% on January 3, 1995, and the discount rate--the interest rate the
FRB charges member banks--up from 3.00% on December 31, 1993, to 4.75% on
December 31, 1994. These increases positively affected the yields of short-term
fixed-income securities in general, and your Fund in particular. The yield on
the three-month Treasury bill, which began 1994 at 3.08%, ended the year with an
attractive yield of 5.68%. Please refer to page 3 for a discussion with your
Portfolio Manager about your Fund's performance in 1994. For more information
about Seligman Cash Management Fund, or your investment in its shares, please
write or call the toll-free telephone numbers listed on page 15. By order of the
Board of Directors,
/s/ William C. Morris
-----------------
William C. Morris
Chairman
/s/ Ronald T. Schroeder
-------------------
Ronald T. Schroeder
President
February 3, 1995
2
<PAGE>
- -------------------------------------------------------------------------------
Annual Performance Overview
- -------------------------------------------------------------------------------
[photograph] Your Portfolio Manager
During the past year, John A. Tomasulo, Vice President of J. & W. Seligman
& Co. Incorporated, served as the Portfolio Manager of Seligman Cash Management
Fund. As of January 1, 1995, Leonard J. Lovito, Vice President, has resumed
portfolio management responsibilities of the Fund. Mr. Lovito also serves as
Portfolio Manager of the Seligman U.S. Government Securities Series of the
Seligman High Income Fund Series. Mr. Lovito joined Seligman in 1984 as a
fixed-income trader and has more than 11 years of fixed-income trading and
portfolio management experience.
Economic Factors Affecting Seligman Cash Management Fund
"The strong economic growth and anticipation of higher inflation, which
prompted the Federal Reserve Board to raise short-term interest rates six times,
resulted in an increased yield for your Fund in 1994."
Your Manager's Investment Strategy
"The portfolio maintained a shorter average maturity in order to take
advantage of the rise in short-term interest rates. The portfolio was also
invested in money market instruments of the highest quality available within a
diverse group of industries."
Looking Ahead
"Because the Federal Reserve Board is expected to continue to raise
short-term interest rates until it believes they are high enough to slow the
economy to a non-inflationary pace, the upward pressure on short-term rates will
remain, which translates into higher yields for your Fund. We remain committed
to purchasing the highest quality money market instruments and to stressing
diversification among industries, which is a strategy that served us well in
1994 and should continue to do so in the future."
3
<PAGE>
- -------------------------------------------------------------------------------
Portfolios of Investments December 31, 1994
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Annualized
Yield on Principal
Purchase Date Amount Value
------------- --------- -----
PRIME PORTFOLIO
<S> <C> <C> <C>
Commercial Paper -- 67.6%
Automotive -- 4.7%
Ford Motor Credit Corp., 2/23/95............................. 5.88% $ 9,400,000 $ 9,319,734
------------
Banking -- 27.6%
Banc One Corp., 2/16/95...................................... 6.21 10,200,000 10,120,236
Bankers Trust New York Corp., 1/27/95........................ 5.48 8,600,000 8,566,460
CoreStates Financial Corp., 1/18/95.......................... 5.50 8,700,000 8,677,733
J. P. Morgan & Co., 2/14/95.................................. 5.81 9,200,000 9,135,569
NationsBank Corp., 1/9/95.................................... 5.65 9,000,000 8,988,860
PNC Funding Corp., 2/21/95................................... 5.88 9,200,000 9,124,407
------------
54,613,265
------------
Capital Equipment -- 9.5%
General Electric Capital Corp., 3/9/95....................... 6.29 9,500,000 9,390,381
John Deere Capital Corp., 2/27/95............................ 5.86 9,500,000 9,413,059
------------
18,803,440
------------
Consumer Goods and Services -- 2.2%
Sara Lee Corp., 3/1/95....................................... 5.97 4,500,000 4,456,561
------------
Finance -- 18.5%
American General Finance Corp., 1/12/95...................... 5.53 8,800,000 8,785,346
AT&T Capital Corp., 1/9/95................................... 5.27 8,800,000 8,789,831
Associates Corp. of North America, 3/20/95................... 6.24 9,900,000 9,768,082
Pitney Bowes Credit Corp., 2/9/95............................ 5.74 9,200,000 9,143,589
------------
36,486,848
------------
Insurance -- 5.1%
AIG Funding, 2/7/95.......................................... 6.21 10,200,000 10,135,842
------------
Total Commercial Paper (Cost $133,815,690) $133,815,690
------------
</TABLE>
- ----------------------
See notes to financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
Annualized
Yield on Principal
Purchase Date Amount Value
------------- ---------- -----
PRIME PORTFOLIO (continued)
<S> <C> <C> <C>
Fixed Time Deposits -- 25.7%
ABN-AMRO Bank, Grand Cayman, 1/3/95.......................... 6.08% $9,000,000 $ 9,000,000
Bank of Nova Scotia, Grand Cayman, 1/3/95.................... 5.58 2,000,000 2,000,000
Canadian Imperial Bank of Commerce,
Grand Cayman, 1/3/95...................................... 5.89 9,000,000 9,000,000
First National Bank of Chicago,
Grand Cayman, 1/3/95...................................... 5.89 9,800,000 9,800,000
National Westminster Bank, Nassau, 1/3/95.................... 5.83 1,380,000 1,380,000
Rabo Bank, Grand Cayman, 1/3/95.............................. 5.58 9,800,000 9,800,000
Swiss Bank, Grand Cayman, 1/3/95............................. 5.58 9,800,000 9,800,000
------------
Total Fixed Time Deposits (Cost $50,780,000) ................ 50,780,000
------------
Bankers' Acceptances -- 4.6%
Republic National Bank of New York, 3/6/95................... 5.98 3,244,347 3,210,319
Republic National Bank of New York, 3/24/95.................. 6.15 6,000,000 5,917,043
------------
Total Bankers' Acceptances (Cost $9,127,362) ................ 9,127,362
------------
Bank Notes -- 2.5% (Cost $5,000,058)
National Bank of Detroit, 1/23/95............................ 5.95 5,000,000 5,000,058
------------
Total Investments-- 100.4% (Cost $198,723,110) .............. 198,723,110
Other Assets Less Liabilities-- (0.4%) ...................... (859,577)
------------
Net Assets-- 100.0% ......................................... $197,863,533
============
GOVERNMENT PORTFOLIO
Repurchase Agreements -- 49.9%
First Chicago Capital Markets, Inc., collateralized by:
$5,015,000 U.S. Treasury Notes, 7 1/4%, 8/31/1996
with a fair market value of $5,105,187 (maturing 1/3/95).. 5.32% $5,000,000 $ 5,000,000
HSBC Securities, Inc., collateralized by:
$990,000 U.S. Treasury Notes, 7 7/8%, 8/15/2001
with a fair market value of $1,020,571 (maturing 1/3/95).. 5.07 1,000,000 1,000,000
Lehman Government Securities Inc., collateralized by:
$5,170,000 U.S. Treasury Notes, 4 5/8%, 2/15/1996
with a fair market value of $5,099,229 (maturing 1/4/95).. 5.83 5,000,000 5,000,000
------------
Total Repurchase Agreements (Cost $11,000,000) .............. 11,000,000
------------
U.S. Treasury Bills -- 49.5%
U.S. Treasury Bills, 1/26/95................................. 5.16 2,000,000 1,992,931
U.S. Treasury Bills, 2/23/95................................. 5.67 4,000,000 3,967,081
U.S. Treasury Bills, 3/23/95................................. 5.58 5,000,000 4,938,125
------------
Total U.S. Treasury Bills (Cost $10,898,137) ................ 10,898,137
------------
Total Investments-- 99.4% (Cost $21,898,137) ................ 21,898,137
Other Assets Less Liabilities-- 0.6% ........................ 137,486
------------
Net Assets-- 100.0% ......................................... $ 22,035,623
============
</TABLE>
- ----------------------
See notes to financial statements.
5
<PAGE>
- -------------------------------------------------------------------------------
Statements of Assets and Liabilities December 31, 1994
- -------------------------------------------------------------------------------
Prime Government
Portfolio Portfolio
--------- ----------
Assets:
Investments, at value
(see portfolios of investments):
Commercial paper .......................... $ 133,815,690 --
Fixed time deposits ....................... 50,780,000 --
Bankers' acceptances ...................... 9,127,362 --
Bank notes ................................ 5,000,058 --
Repurchase agreements ..................... -- 11,000,000
U.S. Treasury bills ....................... -- 10,898,137
------ ----------
Total investments ......................... 198,723,110 21,898,137
Cash ...................................... 173,347 142,890
Receivable for Capital Stock sold ......... 828,214 63,093
Investment in, and expenses
prepaid to, shareholder
service agent ........................... 53,288 3,912
Interest receivable ....................... 24,264 4,930
Receivable from Manager ................... 17,173 --
Other ..................................... 26,181 8,289
------ -----
Total Assets .............................. 199,845,577 22,121,251
----------- ----------
Liabilities:
Payable for Capital Stock redeemed ........ 1,633,002 41,461
Accrued expenses, taxes, and other ........ 349,042 44,167
--------- ------
Total Liabilities ......................... 1,982,044 85,628
--------- ------
Net Assets ................................ $ 197,863,533 $ 22,035,623
============= =============
Composition of Net Assets:
Capital Stock, at par ..................... $ 1,978,682 $ 220,356
Additional paid-in capital ................ 195,889,478 21,815,267
Accumulated net realized loss ............. (4,627) --
------ --------------
Net Assets:
Applicable to 194,410,170
Prime Portfolio Class A shares, 3,457,990 Prime Portfolio Class D shares, and
22,035,623 Government Portfolio shares, respectively, of $.01 par value
Capital Stock, equivalent to
$1.00 per share ......................... $ 197,863,533 $ 22,035,623
============= =============
- ----------------------
See notes to financial statements.
6
<PAGE>
- -------------------------------------------------------------------------------
Statements of Operations For the Year Ended December 31, 1994
- -------------------------------------------------------------------------------
Prime Government
Portfolio Portfolio
---------- ---------
Investment income:
Interest .................................... $ 7,618,984 $ 712,059
----------- -----------
Expenses:
Management fee .............................. 779,345 67,571
Shareholder account services ................ 424,082 36,116
Custodian services .......................... 81,152 10,621
Registration ................................ 62,359 11,873
Auditing and legal fees ..................... 52,319 5,440
Shareholder reports
and communications ........................ 30,730 1,934
Directors' fees and expenses ................ 19,084 13,022
Distribution and service fees ............... 13,027 --
Miscellaneous ............................... 24,197 3,165
------ -----
Total expenses before reimbursement ......... 1,486,295 149,742
Reimbursement of expenses ................... (16,822) --
------- -----------
Net expenses after reimbursement ............ 1,469,473 149,742
--------- -------
Net investment income and increase
in net assets from operations ............. $ 6,149,511 $ 562,317
=========== ===========
- -----------------------
See notes to financial statements.
7
<PAGE>
- -------------------------------------------------------------------------------
Statements of Changes in Net Assets
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Prime Portfolio* Government Portfolio**
---------------- ----------------------
Year Ended December 31 Year Ended December 31
---------------------- ----------------------
1994 1993 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operations:
Increase in net assets from operations --
net investment income ............... $ 6,149,511 $ 4,261,311 $ 562,317 $ 431,063
----------- ----------- ---------- ---------
Decrease in net assets from distributions
-- net investment income -- paid to
shareholders as dividends:
Class A ............................. (6,112,909) (4,261,244) (562,317) (431,063)
Class D ............................. (36,602) (67) -- --
------- ---------- ---------- ----------
Total................................... (6,149,511) (4,261,311) (562,317) (431,063)
---------- ---------- -------- --------
Capital share transactions:
Proceeds from sale of shares-- Class A.. 326,737,207 283,374,976 28,803,604 26,399,886
Net asset value of shares issued in
payment of dividends:
Class A.............................. 5,283,819 3,743,069 442,195 356,613
Class D.............................. 28,078 59 -- --
Exchanged from associated Funds:
Class A.............................. 61,223,552 34,821,731 9,961,248 2,265,651
Class D.............................. 7,748,357 42,641 -- --
---------- ---------- -------- --------
Total................................... 401,021,013 321,982,476 39,207,047 29,022,150
----------- ----------- ---------- ----------
Cost of shares redeemed:
Class A.............................. (322,927,467) (317,506,325) (30,239,097) (38,114,506)
Class D.............................. (874,978) -- -- --
Exchanged into associated Funds:
Class A.............................. (49,813,081) (23,690,097) (2,142,210) (1,575,229)
Class D.............................. (3,469,582) (16,585) -- --
---------- ---------- -------- --------
Total................................... (377,085,108) (341,213,007) (32,381,307) (39,689,735)
------------ ------------ ----------- -----------
Increase (decrease) in net assets from
capital share transactions........... 23,935,905 (19,230,531) 6,825,740 (10,667,585)
---------- ----------- --------- -----------
Increase (decrease) in net assets....... 23,935,905 (19,230,531) 6,825,740 (10,667,585)
Net Assets:
Beginning of year....................... 173,927,628 193,158,159 15,209,883 25,877,468
----------- ----------- ---------- ----------
End of year............................. $197,863,533 $173,927,628 $22,035,623 $15,209,883
============ ============ =========== ===========
</TABLE>
- ------------------
*Prime Portfolio began offering Class D shares on May 3, 1993.
**The Government Portfolio offered one class of shares during the periods
presented.
See notes to financial statements.
8
<PAGE>
- -------------------------------------------------------------------------------
Notes to Financial Statements
- -------------------------------------------------------------------------------
1. The Fund consists of two separate investment portfolios: "Prime Portfolio"
and "Government Portfolio". Effective May 3, 1993, Prime Portfolio began
offering two classes of shares: Class A shares and Class D shares, each of which
may be acquired by investors at net asset value. All shares existing prior to
May 3, 1993, have been classified as Class A shares. Class D shares are offered
only to investors who wish to exchange their Class D shares of other associated
Funds. Class D shares are subject to a higher distribution fee and contingent
deferred sales load (CDSL) of 1% imposed on certain redemptions made within one
year of purchase. The two classes of shares represent interests in the same
portfolio of investments, have the same rights and are generally identical in
all respects except that each class bears its separate distribution and certain
class expenses and has exclusive voting rights with respect to any matter to
which a separate vote of any class is required. 2. Significant accounting
policies followed, all in conformity with generally accepted accounting
principles, are given below: a. The Fund uses the amortized cost method for
valuing portfolio securities.
Under this method all investments purchased at a discount or premium are
valued by amortizing the difference between the original purchase price and
the maturity value of the issue over the period to maturity.
b. There is no provision for federal income or excise tax. The Fund has elected
to be taxed as a regulated investment company and intends to distribute
substantially all taxable net income and net gain realized. Dividends are
declared daily and paid monthly.
c. Investment transactions are recorded on trade dates. Identified cost of
investments sold is used for both financial statement and federal income tax
purposes. The cost of investments for federal income tax purposes is
substantially the same as the cost for financial reporting purposes.
Interest income, including the amortization of discount or premium, is
recorded as earned.
d. The Fund may enter into repurchase agreements with commercial banks and with
broker/dealers deemed to be creditworthy by J. & W. Seligman & Co.
Incorporated (the "Manager"). Securities received as collateral subject to
repurchase agreements are deposited with the Fund's custodian and, pursuant
to the terms of the repurchase agreement, must have an aggregate market
value greater than or equal to the repurchase price plus accrued interest,
at all times. Procedures have been established to monitor, on a daily basis,
the market value of repurchase agreements' underlying securities to ensure
the existence of the proper level of collateral.
e. All income, expenses (other than class-specific expenses), and realized and
unrealized gains or losses, if any, are allocated daily to each class of
shares based upon the relative proportion of the value of shares outstanding
of each class. Class-specific expenses, which include distribution and
service fees and any other items that can be specifically attributed to a
particular class, are charged directly to such class.
3. The Manager manages the affairs of the Fund and provides the necessary
personnel and facilities. Compensation of all officers of the Fund, all
directors of the Fund who are employees or consultants of the Manager, and all
personnel of the Fund and the Manager is paid by the Manager. For the year ended
December 31, 1994, the Manager, at its discretion, reimbursed certain expenses
for the Prime Portfolio Class D shares. The Manager receives a fee, calculated
daily and paid monthly, equal to a per annum percentage of each portfolio's
average daily net assets.
The management fee rate of the Prime Portfolio is calculated on a sliding
scale of 0.45% to 0.375%, based on average daily net assets of all the
investment companies managed by the Manager. The management fee for the year
ended December 31, 1994, was equivalent to an annual rate of 0.44% of the
average daily net assets of the Portfolio.
For the Government Portfolio, the management fee rate is calculated on a
sliding scale of 0.40% to 0.37%, based on average daily net assets of all the
investment companies managed by the Manager. The management fee for the year
ended December 31, 1994, was equivalent to an annual rate of 0.40% of the
average daily net assets of the Portfolio.
9
<PAGE>
- -------------------------------------------------------------------------------
Notes to Financial Statements (continued)
- -------------------------------------------------------------------------------
Prime Portfolio, with respect to Class A shares, and Government Portfolio
have an Administration, Shareholder Services and Distribution Plan (the "Plan")
under which service organizations can enter into agreements with Seligman
Financial Services, Inc. (the "Distributor") and receive a continuing fee of up
to 0.25% on an annual basis of the respective portfolio's average daily net
assets, attributable to the particular service organizations for providing
personal services and/or the maintenance of shareholder accounts. The
Distributor, and likewise the Fund, did not make payments under the Plan with
respect to Class A shares of Prime Portfolio and shares of Government Portfolio
during the year ended December 31, 1994.
Effective May 3, 1993, the Prime Portfolio adopted a Plan with respect to
Class D shares under which service organizations can enter into agreements with
the Distributor and receive a continuing fee for providing personal services
and/or the maintenance of shareholder accounts of up to 0.25% on an annual basis
of the average daily net assets of the Class D shares for which the
organizations are responsible, and fees for providing other distribution
assistance of up to 0.75% on an annual basis of such average daily net assets.
Such fees are paid monthly by the Portfolio to the Distributor pursuant to the
Plan. For the year ended December 31, 1994, fees paid amounted to $13,027, or 1%
per annum of the average daily net assets of Class D shares.
The Distributor is entitled to retain any CDSL imposed on certain
redemptions of Class D shares occurring within one year from purchase of
original shares which were exchanged into Prime Portfolio. For the year ended
December 31, 1994, such charges amounted to $6,468.
Seligman Data Corp., owned by the Fund and certain associated investment
companies, charged at cost $420,349 to the Prime Portfolio and $33,888 to the
Government Portfolio for shareholder account services. The Fund's investment in
Seligman Data Corp. is recorded at a cost of $3,719.
Certain officers and directors of the Fund are officers or directors of the
Manager, the Distributor and/or Seligman Data Corp. Fees of $18,000 were
incurred for legal services of Sullivan & Cromwell, a member of which firm is a
director of the Fund.
The Fund has a compensation arrangement under which directors who receive
fees may elect to defer receiving such fees. Interest is accrued on the deferred
balances. The annual cost of such fees and interest is included in directors'
fees and expenses, and the accumulated balances thereof at December 31, 1994, of
$101,533 and $16,046 are included in other liabilities for the Prime Portfolio
and the Government Portfolio, respectively. 4. At December 31, 1994, there were
2,000,000,000 shares of $.01 par value Capital Stock authorized, 1,400,000,000
shares designated to Prime Portfolio's Class A and Class D shares and
600,000,000 shares designated to Government Portfolio. Transactions in shares of
Capital Stock can be taken from the state-ments of changes in net assets, as all
capital share transactions are recorded at $1.00 per share. 5. Class-specific
expenses charged to Prime Portfolio Class A and Class D during the year ended
December 31, 1994, which are included in the corresponding captions of the
Statements of Operations, were as follows:
Class A Class D
-------- -------
Registration...................... $24,119 $ 500
Shareholder reports and
communications................. 6,085 43
Distribution and service fees..... -- 13,027
6. At December 31, 1994, Prime Portfolio had a net loss carryforward of $4,627,
which is available for offset against future taxable net gains, expiring in
1999. 7. On January 17, 1995, shareholders of the Government Portfolio approved
a transfer of its net assets to the Prime Portfolio Class A in a tax-free
exchange. As a result, on January 26, 1995, 21,971,609 shares of the Prime
Portfolio Class A valued at $21,971,609 were exchanged for the net assets of the
Government Portfolio. For each share of Capital Stock owned, shareholders of the
Government Portfolio received one share of Capital Stock of the Prime Portfolio
Class A. In addition, since it is the only remaining portfolio of the Fund,
Prime Portfolio will no longer be designated as such.
10
<PAGE>
- -------------------------------------------------------------------------------
Financial Highlights
- -------------------------------------------------------------------------------
The Fund's financial highlights are presented below. The per share operating
performance data is designed to allow investors to trace the operating
performance, on a per share basis, from the Fund's beginning net asset value to
the ending net asset value so that they 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 share amount.
The total return based on net asset value measures the Fund's performance
assuming investors purchased Fund shares at net asset value as of the beginning
of the period, reinvested dividends paid at net asset value, and then sold their
shares at the net asset value per share on the last day of the period. The total
returns for periods of less than one year are not annualized.
<TABLE>
<CAPTION>
Prime Portfolio
---------------------------------------------------------------------
Class A Class D
--------------------------------------------- -------------------
Year 5/3/93*
Ended to
Year Ended December 31
---------------------------------------------
1994 1993 1992 1991 1990 12/31/94 12/31/93
---- ---- ---- ---- ---- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Per Share Operating Performance:
Net asset value, beginning of period....... $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000
Net investment income...................... .034 .024 .030 .053 .074 .024 .003
Dividends paid or declared................. (.034) (.024) (.030) (.053) (.074) (.024) (.003)
----- ----- ----- ----- ----- ----- -----
Net asset value, end of period............. $1.000 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000
====== ====== ====== ====== ====== ====== ======
Total return based on
net asset value ........................ 3.46% 2.40% 3.10% 5.53% 7.53% 2.35% .30%
Ratios/Supplemental Data:
Expenses to average net assets............. .82% .77% .76% .79% .80% 1.90% 1.74%+
Net investment income to
average net assets 3.41 %2.37 %3.04 %5.34 %7.40 %2.32 %1.39%+
Net assets, end of period
(000's) omitted......................... $194,406 $173,902 $193,158 $260,297 $287,518 $3,458 $26
Without management fee waiver or
reimbursement of expenses:**
Net investment income per share............ $.023 $.029 $.052 $.013 $.002
Ratios:
Expenses to average net assets........... .86% .85% .86% 3.23% 1.83%+
Net investment income to average net assets 2.28 %2.95 %5.28% 0.99% 1.30%+
</TABLE>
- -------------------------
See page 12 for footnotes.
11
<PAGE>
- -------------------------------------------------------------------------------
Financial Highlights (continued)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Government Portfolio
-----------------------------------------------------
Year Ended December 31
-----------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Per Share Operating Performance:
Net asset value, beginning of year...................... $1.000 $1.000 $1.000 $1.000 $1.000
Net investment income................................... .032 .023 .029 .051 .071
Dividends paid or declared.............................. (.032) (.023) (.029) (.051) (.071)
----- ----- ----- ----- -----
Net asset value, end of year............................ $1.000 $1.000 $1.000 $1.000 $1.000
====== ====== ====== ====== ======
Total return based on net asset value .................. 3.22% 2.27% 3.01% 5.25% 7.24%
Ratios/Supplemental Data:
Expenses to average net assets.......................... .87% .81% .84% .77% .83%
Net investment income
to average net assets................................ 3.18% 2.24% 2.94% 5.09% 7.13%
Net assets, end of year (000's omitted)................. $22,036 $15,210 $25,877 $28,597 $29,732
Without management fee waiver:**
Net investment income per share......................... $.022 $.028 $.050
Ratios:
Expenses to average net assets........................ .86% .89% .80%
Net investment income
to average net assets.............................. 2.19% 2.89% 5.06%
</TABLE>
- ------------------------
* Commencement of offering of Class D shares.
** For the years 1991 to 1993, the Manager, at its discretion, waived a portion
of its management fees for the Prime and Government Portfolios, and
reimbursed certain expenses for the Prime Portfolio Class D shares for 1994.
+ Annualized.
See notes to financial statements.
12
<PAGE>
- -------------------------------------------------------------------------------
Report of Independent Auditors
- -------------------------------------------------------------------------------
The Board of Directors and Shareholders,
Seligman Cash Management Fund, Inc.:
We have audited the accompanying statements of assets and liabilities, including
the portfolios of investments, of Prime Portfolio and Government Portfolio of
Seligman Cash Management Fund, Inc. as of December 31, 1994, the related
statements of operations for the year then ended and of changes in net assets
for each of the years in the two-year period then ended and the financial
highlights for the periods presented. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
December 31, 1994 by correspondence with the Fund's custodian. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Prime Portfolio and
Government Portfolio of Seligman Cash Management Fund, Inc. as of December 31,
1994, the results of their operations, the changes in their net assets and the
financial highlights for the respective stated periods, in conformity with
generally accepted accounting principles.
/s/ Deloitte & Touche LLP
---------------------
DELOITTE & TOUCHE LLP
New York, New York
February 3, 1995
13
<PAGE>
- -------------------------------------------------------------------------------
Board of Directors
- -------------------------------------------------------------------------------
Fred E. Brown
Director and Consultant,
J. & W. Seligman & Co. Incorporated
Alice S. Ilchman 3, 4
President, Sarah Lawrence College
Trustee, Committee for Economic Development
Director, NYNEX
Trustee, The Rockefeller Foundation
John E. Merow
Partner, Sullivan & Cromwell, Attorneys
Betsy S. Michel 2, 4
Director or Trustee,
Various Organizations
William C. Morris 1
Chairman
Chairman of the Board and President,
J. & W. Seligman & Co. Incorporated
Chairman, Carbo Ceramics Inc.
Director, Daniel Industries, Inc.
Director, Kerr-McGee Corporation
Douglas R. Nichols, Jr. 2, 4
Management Consultant
James C. Pitney 3, 4
Partner, Pitney, Hardin, Kipp & Szuch, Attorneys
Director, Public Service Enterprise Group
James Q. Riordan 3, 4
Director, The Brooklyn Union Gas Company
Trustee, Committee for Economic Development
Director, Dow Jones & Co., Inc.
Director, Public Broadcasting Service
Herman J. Schmidt 2, 4
Director, H.J. Heinz Company
Director, HON Industries, Inc.
Director, MAPCO, Inc.
Ronald T. Schroeder 1
President
Managing Director, J. & W. Seligman & Co. Incorporated
Robert L. Shafer 3, 4
Vice President, Pfizer Inc.
Director, USLIFE Corporation
James N. Whitson 2, 4
Executive Vice President and Director,
Sammons Enterprises, Inc.
Director, C-SPAN
Brian T. Zino 1
Managing Director, J. & W. Seligman & Co. Incorporated
- -------------------------
Member: 1 Executive Committee
2 Audit Committee
3 Director Nominating Committee
4 Board Operations Committee
14
<PAGE>
- -------------------------------------------------------------------------------
Executive Officers
- -------------------------------------------------------------------------------
William C. Morris
Chairman
Ronald T. Schroeder
President
Leonard J. Lovito
Vice President
Lawrence P. Vogel
Vice President
Thomas G. Rose
Treasurer
Frank J. Nasta
Secretary
- -------------------------------------------------------------------------------
Manager
J. & W. Seligman & Co. Incorporated
100 Park Avenue
New York, NY 10017
General Counsel
Sullivan & Cromwell
Independent Auditors
Deloitte & Touche LLP
General Distributor
Seligman Financial Services, Inc.
100 Park Avenue
New York, NY 10017
Shareholder Service Agent
Seligman Data Corp.
100 Park Avenue
New York, NY 10017
Important Telephone Numbers
(800) 221-2450 Shareholder Services
(800) 445-1777 Retirement Plan
Services
(800) 622-4597 24-Hour Automated
Telephone Access Service
15
<PAGE>
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements and Schedules:
Part A Financial Highlights for Class A shares for the ten years
ended December 31, 1994; Financial Highlights for Class D
shares for the period from May 3, 1993 (commencement of
offering) to December 31, 1994.
Part B Required Financial Statements are included in the Fund's
Annual Report to Shareholders, dated December 31, 1994,
which are incorporated by reference in the Fund's Statement
of Additional Information. These include: Portfolio of
Investments as of December 31, 1994; Statement of Assets
and Liabilities as of December 31, 1994; Statement of
Operations for the year ended December 31, 1994; Statement
of Changes in Net Assets for the years ended December 31,
1994 and 1993; Notes to Financial Statements; Financial
Highlights for the five years ended December 31, 1994 for
the Fund's Class A shares and for the period May 3, 1993
(commencement of offering) through December 31, 1994 for
the Fund's Class D shares; Report of Independent Auditors.
(b) Exhibits: All Exhibits have been previously filed except
Exhibits marked with an asterisk (*) which are incorporated
herein.
(1) Articles of Amendment and Articles Supplementary to
Articles of Incorporation of Registrant.
(Incorporated by reference to Post-Effective Amendment No.
24 filed on April 23, 1993.)
(2) Amended and Restated By-laws of the Corporation.
(Incorporated by reference to Post-Effective Amendment No.
10 filed on July 14, 1982.)
(4) Specimen certificate of Class D Capital Stock.
(Incorporated by reference to Post-Effective Amendment No.
24 filed on April 23, 1993.)
(5) Amended Management Agreement between Registrant and J. & W.
Seligman & Co. Incorporated.*
(6) Copy of the Amended Distributing Agreement between
Registrant and Seligman Financial Services, Inc.
(Incorporated by Reference to Post-Effective Amendment No.
24 filed on April 23, 1993.)
(7) Amendments to Amended Retirement Income Plan of J. & W.
Seligman & Co. Incorporated and Trust.
(Incorporated by Reference to Post-Effective Amendment No.
25 filed on April 29, 1994.)
(7a) Amendments to Amended Employees' Thrift Plan of Union Data
Service Center, Inc. and Trust.
(Incorporated by Reference to Post-Effective Amendment No.
25 filed on April 29, 1994.)
(8) Copy of Custodian Agreement between Registrant and
Investors Fiduciary Trust Company.
(Incorporated by Reference to Post-Effective Amendment No.
22 filed on April 30, 1991.)
(10) Opinion and Consent of Counsel.
(Incorporated by Reference to Seligman Capital Fund, Inc.,
File No. 2-33566, Post-Effective Amendment No. 47 filed on
March 31, 1994.)
(11) Report and Consent of Independent Auditors.*
(13) Purchase Agreement for Initial Capital between Registrant's
Class D shares and J. & W. Seligman & Co. Incorporated.
(Incorporated by Reference to Post-Effective Amendment No.
24 filed on April 23, 1993.)
(14) Copy of Amended Individual Retirement Account Trust and
Related Documents.
(Incorporated by Reference to Post-Effective Amendment No.
23 filed on April 30, 1992.)
<PAGE>
PART C. OTHER INFORMATION (continued)
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS (continued)
(14a) Copy of Amended Comprehensive Retirement Plans for Money Purchase
and/or Prototype Profit Sharing Plan.
(Incorporated by Reference to Seligman Tax-Exempt Fund Series, Inc.,
File No. 2-86008, Post-Effective Amendment No. 24 filed on November
30, 1992.)
(14b) Copy of Amended Basic Business Retirement Plans for Money Purchase
and/or Profit Sharing Plans.
(Incorporated by Reference to Seligman Tax-Exempt Fund Series, Inc.
File No. 2-86008, Post-Effective Amendment No. 24 filed on November
30, 1992.)
(14c) Copy of Amended 403(b)(7) Custodial Account Plan.
(Incorporated by Reference to Seligman New Jersey Tax-Exempt Fund,
Inc., File No. 33-13401, Pre-Effective Amendment No. 1 filed on
January 11, 1988)
(14d) Copy of Amended Simplified Employee Pension Plan (SEP).
(Incorporated by Reference to Post-Effective Amendment No. 23 filed
on April 30, 1992.)
(14e) Copy of the amended J. & W. Seligman & Co. Incorporated (SARSEP)
Salary Reduction and Other Elective Simplified Employee
Pension-Individual Retirement Accounts Contribution Agreement (Under
Section 408(k) of the Internal Revenue Code).
(Incorporated by Reference to Post-Effective Amendment No. 23 filed
on April 30, 1992.)
(15) Copy of amended Administration, Shareholder Services and Distribution
Plan and form of Agreement of Registrant.
(Incorporated by Reference to Post-Effective Amendment No. 24 filed
on April 23, 1993.)
(16) Schedule for Computation of each Performance Quotation provided in
Registration Statement to Item 22.
(Incorporated by Reference to Post-Effective Amendment No. 10 filed
on July 14, 1982.)
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT - Seligman Data Corp. ("SDC"), a New York
corporation, is owned by the Registrant and certain associated
investment companies. The Registrant's investment in SDC is
recorded at a cost of $3,719.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES - As of March 31, 1995,
there were 10,230 record holders of the Registrant's Class A
Capital Stock and 207 record holders of the Registrant's Class D
Capital Stock.
ITEM 27. INDEMNIFICATION - Incorporated by reference to Registrants
Post-Effective Amendment #22 (File No. 2-56805) as filed with
the Commission on 5/1/91.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER - J. &
W. Seligman & Co. Incorporated, a Delaware corporation
("Manager"), is the Registrant's investment manager. The Manager
also serves as investment manager to sixteen associated
investment companies. They are Seligman Capital Fund, Inc.,
Seligman Common Stock Fund, Inc., Seligman Communications and
Information Fund, Inc., Seligman Frontier Fund, Inc., Seligman
Growth Fund, Inc., Seligman Henderson Global Fund Series, Inc.,
Seligman High Income Fund Series, Seligman Income Fund, Inc.,
Seligman New Jersey Tax-Exempt Fund, Inc. Seligman Pennsylvania
Tax-Exempt Fund Series, Seligman Portfolios, Inc., Seligman
Quality Municipal Fund, Inc., Seligman Tax-Exempt Fund Series,
Inc., Seligman Tax-Exempt Series Trust, Seligman Tax-Exempt
Series Trust, Seligman Select Municipal Fund, Inc. and
Tri-Continental Corporation.
The Manager has an investment advisory service division which
provides investment management or advice to private clients. The
list required by this Item 28 of officers and directors of the
Manager and the Subadviser, respectively, together with
information as to any other business, profession, vocation or
employment of a substantial nature engaged in by such officers
and directors during the past two years, is incorporated by
reference to Schedules A and D of Form ADV, filed by the Manager
pursuant to the Investment Advisers Act of 1940 (SEC File No.
801-5798 which was filed on March 30, 1994).
<PAGE>
PART C. OTHER INFORMATION (continued)
ITEM 29. PRINCIPAL UNDERWRITERS
(a) The names of each investment company (other than the Registrant)
for which each principal underwriter currently distributing
securities of the Registrant also acts as a principal
underwriter, depositor or investment adviser follow:Item 29.
Seligman Capital Fund, Inc.
Seligman Common Stock Fund, Inc.
Seligman Communications and Information Fund, Inc.
Seligman Frontier Fund, Inc.
Seligman Growth Fund, Inc.
Seligman Henderson Global Fund Series, Inc.
Seligman High Income Fund Series
Seligman Income Fund, Inc.
Seligman New Jersey Tax-Exempt Fund, Inc.
Seligman Pennsylvania Tax-Exempt Fund Series
Seligman Portfolios, Inc.
Seligman Tax-Exempt Fund Series, Inc.
Seligman Tax-Exempt Series Trust
(b) Name of each director, officer or partner of each principal
underwriter named in the answer to Item 21:
<TABLE>
<CAPTION>
SELIGMAN FINANCIAL SERVICES, INC.
AS OF APRIL 1, 1995
-------------------
(1) (2) (3)
<S> <C> <C>
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
---------------- ---------------- ---------------
WILLIAM C. MORRIS* Director Chairman of the Board
and Chief Executive
Officer
RONALD T. SCHROEDER* Director President and Director
FRED E. BROWN* Director Director
MICHAEL J. DEL PRIORE* Director None
WILLIAM H. HAZEN* Director None
THOMAS G. MOLES* Director None
DAVID F. STEIN* Director None
DAVID WATTS* Director None
BRIAN T. ZINO* Director Director
STEPHEN J. HODGDON* President None
MARK R. GORDON Senior Vice President, None
Director of Marketing
GERALD I. CETRULO, III Senior Vice President of Sales None
140 West Parkway and Regional Sales Manager
Pompton Plains, NJ 07444
BRAD DAVIS Regional Vice President None
241 110th Avenue SE
Bellevue, WA 98004
JONATHAN G. EVANS Regional Vice President None
222 Fairmont Way
Ft. Lauderdale, FL 33326
SUSAN GUTTERUD Regional Vice President None
820 Humboldt, #6
Denver, CO 80218
BRADLEY F. HANSON Senior Vice President of Sales None
9707 Xylon Court and Regional Sales Manager
Bloomington, MN 55438
PART C. OTHER INFORMATION
SELIGMAN FINANCIAL SERVICES, INC.
AS OF APRIL 1, 1995
-------------------
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
---------------- ---------------- ---------------
BRADLEY W. LARSON Senior Vice President of Sales None
367 Bryan Drive and Regional Sales Manager
Danville, CA 94526
RANDY D. LIERMAN Regional Vice President None
2627 R.D. Mize Road
Independence, MO 64057
JUDITH L. LYON Regional Vice President None
163 Haynes Bridge Rd, Ste. 205
Alpharetta, GA 30201
DAVID MEYNCKE Regional Vice President None
4718 Orange Grove Way
Palm Harbor, FL 34684
HERB W. MORGAN Regional Vice President None
11308 Monticook Court
San Diego, CA 92127
MELINDA NAWN Regional Vice President None
5850 Squire Hill Court
Cincinnati, OH 45241
ROBERT H. RUHM Regional Vice President None
167 Derby Street
Melrose, MA 02176
DIANE SNOWDEN Regional Vice President None
11 Thackery Lane
Cherry Hill, NJ 08003
LYNDA M. SOLEIM* Regional Vice President None
14074 Rue St. Raphael Street
Del Mar, CA 92014
BRUCE TUCKEY Regional Vice President None
23477 Haggerty Road
Building No. 7
Novi, MI 48375
D. IAN VALENTINE Senior Vice President of Sales None
307 Braehead Drive and Regional Sales Manager
Fredericksburg, VA 22401
ANDREW VEASEY Regional Vice President None
40 Goshawk Court
Voorhees, NJ 08043
TODD VOLKMAN Regional Vice President None
4650 Cole Avenue, #216
Dallas, TX 75205
KELLI A. DUMSER Regional Vice President None
8618 Hornwood Court
Charlotte, NC 28215
JAMES R. BESHER Regional Vice President None
1400 Margaux Lane
Town & Country, MO 63017
LAWRENCE P. VOGEL* Senior Vice President - Finance Vice President
HELEN SIMON* Vice President None
MARSHA E. JACOBY* Vice President, National Accounts None
Manager
VITO GRAZIANO* Assistant Secretary Assistant Secretary
PART C. OTHER INFORMATION
SELIGMAN FINANCIAL SERVICES, INC.
AS OF APRIL 1, 1995
-------------------
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH UNDERWRITER WITH REGISTRANT
---------------- ---------------- ---------------
WILLIAM W. JOHNSON* Vice President, Order Desk None
FRANK P. MARINO* Assistant Vice President, Mutual
Fund Product Manager None
AURELIA LACSAMANA* Treasurer None
FRANK J. NASTA, ESQ.* Secretary Secretary
* The principal business address of each of these directors and/or
officers is 100 Park Avenue, NY, NY 10017.
(c) Not applicable.
</TABLE>
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Custodian: Investors Fiduciary Trust Company
127 West 10th Street
Kansas City, Missouri 64105 AND
Seligman Cash Management Fund, Inc.
100 Park Avenue
New York, NY 10017
ITEM 31. MANAGEMENT SERVICES - Seligman Data Corp. ("SDC") the
Registrant's shareholder service agent, has an agreement with
The Shareholder Service Group ("TSSG") pursuant to which TSSG
provides a data processing system for certain shareholder
accounting and recordkeeping functions performed by SDC, which
commenced in July 1990. For the fiscal years ended December 31,
1994, 1993 and 1992, the approximate cost of these services
were:
1994 1993 1992
------- ------- -------
Class A shares $49,565 $77,300 $80,230
Class D shares $711 N/A N/A
ITEM 32. UNDERTAKINGS - The Registrant undertakes, (1) to furnish a
copy of the Registrant's latest annual report, upon request and
without charge, to every person to whom a prospectus is
delivered and (2) if requested to do so by the holders of at
least ten percent of its outstanding shares, to call a meeting
of shareholders for the purpose of voting upon the removal of a
director or directors and to assist in communications with
other shareholders as required by Section 16(c) of the
Investment Company Act of 1940.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of the Post-Effective Amendment pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment No. 26 to its Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 28th day of April, 1995.
SELIGMAN CASH MANAGEMENT FUND, INC.
By: /S/ WILLIAM C. MORRIS
William C. Morris, Chairman*
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 26 has been signed below by the following persons
in the capacities indicated on April 28, 1995.
SIGNATURE TITLE
/S/ WILLIAM C. MORRIS Chairman of the Board (Principal executive
William C. Morris* officer) and Director
/S/ RONALD T. SCHROEDER Director and President
Ronald T. Schroeder*
/S/ THOMAS G. ROSE Treasurer
Thomas G. Rose
Fred E. Brown, Director )
Alice S. Ilchman, Director )
John E. Merow, Director )
Betsy S. Michel, Director ) /S/ BRIAN T. ZINO
-----------------
Douglas R. Nichols, Jr., Director ) * Brian T. Zino, Attorney-in-fact
James C. Pitney, Director )
James Q. Riordan, Director )
Herman J. Schmidt, Director )
Robert L. Shafer, Director )
James N. Whitson, Director )
Brian T. Zino, Director )
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> SELIGMAN CASH MANAGEMENT FUND CL A
<MULTIPLIER> 1000
<CURRENCY> US Dollars
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 198723
<INVESTMENTS-AT-VALUE> 198723
<RECEIVABLES> 945
<ASSETS-OTHER> 177
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 199845
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1982
<TOTAL-LIABILITIES> 1982
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 197868
<SHARES-COMMON-STOCK> 194410<F1>
<SHARES-COMMON-PRIOR> 173906<F1>
<ACCUMULATED-NII-CURRENT> 0<F1>
<OVERDISTRIBUTION-NII> 0<F1>
<ACCUMULATED-NET-GAINS> (5)<F1>
<OVERDISTRIBUTION-GAINS> 0<F1>
<ACCUM-APPREC-OR-DEPREC> 0<F1>
<NET-ASSETS> 194405<F1>
<DIVIDEND-INCOME> 0<F1>
<INTEREST-INCOME> 7558<F1>
<OTHER-INCOME> 0<F1>
<EXPENSES-NET> 1445<F1>
<NET-INVESTMENT-INCOME> 6113<F1>
<REALIZED-GAINS-CURRENT> 0<F1>
<APPREC-INCREASE-CURRENT> 0<F1>
<NET-CHANGE-FROM-OPS> 6113<F1>
<EQUALIZATION> 0<F1>
<DISTRIBUTIONS-OF-INCOME> 6113<F1>
<DISTRIBUTIONS-OF-GAINS> 0<F1>
<DISTRIBUTIONS-OTHER> 0<F1>
<NUMBER-OF-SHARES-SOLD> 387961<F1>
<NUMBER-OF-SHARES-REDEEMED> 372741<F1>
<SHARES-REINVESTED> 5284<F1>
<NET-CHANGE-IN-ASSETS> 20504<F1>
<ACCUMULATED-NII-PRIOR> 0<F1>
<ACCUMULATED-GAINS-PRIOR> 0<F1>
<OVERDISTRIB-NII-PRIOR> 0<F1>
<OVERDIST-NET-GAINS-PRIOR> 0<F1>
<GROSS-ADVISORY-FEES> 774<F1>
<INTEREST-EXPENSE> 0<F1>
<GROSS-EXPENSE> 1445<F1>
<AVERAGE-NET-ASSETS> 176652<F1>
<PER-SHARE-NAV-BEGIN> 1.00<F1>
<PER-SHARE-NII> .03<F1>
<PER-SHARE-GAIN-APPREC> 0<F1>
<PER-SHARE-DIVIDEND> .03<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 1.00<F1>
<EXPENSE-RATIO> .82<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class A only. All other data are fund level.
</FN>
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 3
<NAME> SELIGMAN CASH MANAGEMENT FUND CL D
<MULTIPLIER> 1000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 198723
<INVESTMENTS-AT-VALUE> 198723
<RECEIVABLES> 945
<ASSETS-OTHER> 177
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 199845
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1982
<TOTAL-LIABILITIES> 1982
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 197863
<SHARES-COMMON-STOCK> 3458<F1>
<SHARES-COMMON-PRIOR> 26<F1>
<ACCUMULATED-NII-CURRENT> 0<F1>
<OVERDISTRIBUTION-NII> 0<F1>
<ACCUMULATED-NET-GAINS> 0<F1>
<OVERDISTRIBUTION-GAINS> 0<F1>
<ACCUM-APPREC-OR-DEPREC> 0<F1>
<NET-ASSETS> 3458<F1>
<DIVIDEND-INCOME> 0<F1>
<INTEREST-INCOME> 61<F1>
<OTHER-INCOME> 0<F1>
<EXPENSES-NET> 24<F1>
<NET-INVESTMENT-INCOME> 37<F1>
<REALIZED-GAINS-CURRENT> 0<F1>
<APPREC-INCREASE-CURRENT> 0<F1>
<NET-CHANGE-FROM-OPS> 37<F1>
<EQUALIZATION> 0<F1>
<DISTRIBUTIONS-OF-INCOME> 37<F1>
<DISTRIBUTIONS-OF-GAINS> 0<F1>
<DISTRIBUTIONS-OTHER> 0<F1>
<NUMBER-OF-SHARES-SOLD> 7748<F1>
<NUMBER-OF-SHARES-REDEEMED> 4344<F1>
<SHARES-REINVESTED> 28<F1>
<NET-CHANGE-IN-ASSETS> 3432<F1>
<ACCUMULATED-NII-PRIOR> 0<F1>
<ACCUMULATED-GAINS-PRIOR> 0<F1>
<OVERDISTRIB-NII-PRIOR> 0<F1>
<OVERDIST-NET-GAINS-PRIOR> 0<F1>
<GROSS-ADVISORY-FEES> 5<F1>
<INTEREST-EXPENSE> 0<F1>
<GROSS-EXPENSE> 24<F1>
<AVERAGE-NET-ASSETS> 1268<F1>
<PER-SHARE-NAV-BEGIN> 1.00<F1>
<PER-SHARE-NII> .02<F1>
<PER-SHARE-GAIN-APPREC> 0<F1>
<PER-SHARE-DIVIDEND> .02<F1>
<PER-SHARE-DISTRIBUTIONS> 0<F1>
<RETURNS-OF-CAPITAL> 0<F1>
<PER-SHARE-NAV-END> 1.00<F1>
<EXPENSE-RATIO> 1.90<F1>
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
<FN>
<F1>Class D only. All other data are fund level.
</FN>
</TABLE>
MANAGEMENT AGREEMENT
MANAGEMENT AGREEMENT, dated as of December 29, 1988, and amended April
10, 1991, between SELIGMAN CASH MANAGEMENT FUND, INC., a Maryland corporation
(the "Corporation"), and J. & W. SELIGMAN & CO. INCORPORATED, a Delaware
corporation (the "Manager").
In consideration of the mutual agreements herein made, the parties
hereto agree as follows:
1. DUTIES OF THE MANAGER. The Manager shall manage the affairs of the
Corporation including, but not limited to, continuously providing the
Corporation with investment management, including investment research,
advice and supervision, determining which securities shall be purchased
or sold by the Corporation and determining how voting and other rights
with respect to securities of the Corporation shall be exercised,
subject in each case to the control of the Board of Directors of the
Corporation and in accordance with the objectives, policies and
principles set forth in the Registration Statement and Prospectus of
the Corporation and the requirements of the Investment Company Act of
1940 (the "Act") and other applicable law. In performing such duties,
the Manager shall provide such office space, such bookkeeping,
accounting, internal legal, clerical, secretarial and administrative
services (exclusive of, and in addition to, any such services provided
by any others retained by the Corporation) and such executive and other
personnel as shall be necessary for the operations of the Corporation.
The Manager shall also, if requested by and subject to the control of
the Board of Directors of Union Data Service Center, Inc. ("Data"),
manage the affairs of Data and provide Data with such office
management, personnel, reproduction, employee cafeteria and internal
legal services and such senior executive officers (other than vice
presidents) as may be necessary for the operation of Data, and with a
treasurer, a corporate secretary and a principal operating officer.
2. EXPENSES. The Manager shall pay all of its expenses arising from the
performance of its obligations under Section 1 and shall pay any
salaries, fees and expenses of the directors of the Corporation who are
employees of the Manager or its affiliates. The Manager shall not be
required to pay any other expenses of the Corporation, including, but
not limited to, direct charges relating to the purchase and sale of
portfolio securities, interest charges, fees and expenses of
independent attorneys and auditors, taxes and governmental fees, cost
of stock certificates and any other expenses (including clerical
expenses) of issue, sale, repurchase or redemption of shares, expenses
of registering and qualifying shares for sale, expenses of printing and
distributing reports, notices and proxy materials to shareholders,
expenses of corporate data processing and related services, shareholder
recordkeeping and shareholder account service, expenses of printing and
filing reports and other documents filed with governmental agencies,
expenses of printing and distributing prospectuses, expenses of annual
and special shareholders' meetings, fees and disbursements of transfer
agents and custodians, expenses of disbursing dividends and
distributions, fees and expenses of directors of the Corporation who
are not employees of the Manager or its affiliates, membership dues in
the Investment Company Institute, insurance premiums and extraordinary
expenses such as litigation expenses.
3. COMPENSATION. (a) As compensation for the services performed and the
facilities and personnel provided by the Manager pursuant to Section 1,
the Corporation will pay to the Manager promptly after the end of each
month a fee, calculated on each day during such month, equal to the
Applicable Percentage of the daily net assets of the Corporation at the
close of business on the previous business day.
(b) As used herein:
1. The term "Applicable Percentage" means the amount
(expressed as a percentage and rounded to the nearest one
millionth of one percent) obtained by dividing (i) the Fee
Amount by (ii) the Fee Base.
2. The term "Fee Amount" means:
(i) For the PRIME PORTFOLIO, the sum of the following:
.45 of 1% on an annual basis of the first $4,000,000,000 of Fee
Base, .425 of 1% on an annual basis of the next $2,000,000,000 of
Fee Base, .40 of 1% on an annual basis of the next $2,000,000,000
of Fee Base, and .375 of 1% on an annual basis of Fee Base in
excess of $8,000,000,000.
The term "Fee Base" as of any day means the sum of the
net assets at the close of business on the previous
business day of each of the investment companies
registered under the Act for which the Manager or any
affiliated company acts as investment adviser or
manager (including the Corporation).
(ii) For the GOVERNMENT PORTFOLIO, the sum of the following:
.50 of 1% on an annual basis of the first $1,000,000,000 of Fee
Base, .45 of 1% on an annual basis of the next $1,000,000,000 of
Fee Base, .40 of 1% on an annual basis of the next $1,000,000,000
of Fee Base, and .24 of 1% on an annual basis of Fee Base in
excess of $3,000,000,000.
The term "Fee Base" means the sum of the "Investment
Company Fee Base" and the "Private Fee Base".
The term "Investment Company Fee Base" as of any day
means the sum of the net assets at the close of
business on the previous business day of each of the
investment companies registered under the Act for
which Manager or any affiliated company acts as
investment adviser or manager (including the
Corporation).
The term "Private Fee Base" means the sum of the following:
30% of Private Account Value until the Applicable Percentage is
.40 of 1% on an annual basis,
20% of the balance of Private Account Value until the
Applicable Percentage is .35 of 1% on an annual basis, and
10% of the balance of Private Account Value until the
Applicable Percentage is .30 of 1% on an annual basis,
provided, however, that in no event shall the Private Fee
Base exceed an amount which would cause the
Applicable Percentage to be more than 15% less than
the Applicable Percentage would have been if the
Private Fee Base were zero.
The term "Private Account Value" means the total assets
of all accounts (other than investment companies
registered under the Act) advised or managed by the
Manager on a fee basis based on the latest available
semi-monthly valuation made by the Manager.
(c) If the Manager shall serve hereunder for less than the whole
of any month, the fee hereunder shall be prorated.
4. PURCHASE AND SALE OF SECURITIES. The Manager shall purchase securities
from or through and sell securities to or through such persons, brokers
or dealers as the Manager shall deem appropriate in order to carry out
the policy with respect to portfolio transactions as set forth in the
Registration Statement and Prospectus of the Corporation or as the
Board of Directors of the Corporation may direct from time to time. The
placing of purchase and sale orders may be carried out by the Manager
or any wholly-owned subsidiary of the Manager.
Nothing herein shall prohibit the Board of Directors of the Corporation
from approving the payment by the Corporation of additional
compensation to others for consulting services, supplemental research
and security and economic analysis.
5. TERM OF AGREEMENT. This Agreement shall continue in full force and
effect until December 29, 1992, and from year to year thereafter if
such continuance is approved in the manner required by the Act and if
the Manager shall not have notified the Corporation in writing at least
60 days prior to such December 29 or prior to December 29 of any year
thereafter that it does not desire such continuance. This Agreement may
be terminated at any time, without payment of penalty by the
Corporation, on 60 days' written notice to the Manager by vote of the
Board of Directors of the Corporation or by vote of a majority of the
outstanding voting securities of the Corporation (as defined by the
Act). This Agreement shall automatically terminate in the event of its
assignment (as defined by the Act).
6. MISCELLANEOUS. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York. Anything herein to
the contrary not withstanding, this Agreement shall not be construed to
require, or to impose any duty upon either of the parties, to do
anything in violation of any applicable laws or regulations.
<PAGE>
IN WITNESS WHEREOF, the Corporation and the Manager have caused this
Agreement to be executed by their duly authorized officers as of the date first
above written.
SELIGMAN CASH MANAGEMENT FUND, INC.
By ________________________________
Ronald T. Schroeder
J. & W. SELIGMAN & CO. INCORPORATED
By ________________________________
Brian T. Zino
Consent of Independent Auditors
Seligman Cash Management Fund, Inc.:
We consent to the incorporation by reference in the Statement of
Additional Information in this Post-Effective Amendment No. 26 to Registration
Statement No. 2-56805 of our report dated February 3, 1995, appearing in the
Annual Report to shareholders for the year ended December 31, 1994, and to the
reference to us under the caption "Financial Highlights" in the Prospectus,
which is a part of such Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
April 28, 1995
