File No. 2-56805
811-2650
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_|
Pre-Effective Amendment No. |_|
Post-Effective Amendment No. 27 |X|
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |_|
Amendment No. 19 |X|
SELIGMAN CASH MANAGEMENT FUND, INC.
(Exact name of registrant as specified in charter)
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
THOMAS G. ROSE, Treasurer, 100 Park Avenue, New York, New York 10017
(Name and address of agent for service)
It is proposed that this filing will become effective (check appropriate box):
|_| immediately upon filing pursuant to paragraph (b) of rule 485
|_| on May 1, 1996 pursuant to paragraph (b) of rule 485
|X| 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 will be filed with the Commission on or
about February 20, 1996
<PAGE>
File No. 2-56805
811-2650
SELIGMAN CASH MANAGEMENT FUND INC.
FORM N-1A CROSS REFERENCE SHEET
POST-EFFECTIVE AMENDMENT NO. 27
Pursuant to Rule 481(a)
<TABLE>
<CAPTION>
Item in Part A of Form N-1A Location in Prospectus
<S> <C>
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;
Further Information About Transactions In The Fund
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; 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
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
</TABLE>
<PAGE>
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
April , 1996
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 three 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,
1997. Class B shares and Class D shares are available only through an exchange
of shares of another mutual fund in the Seligman Group offering Class B shares
("Original Class B Shares") or Class D shares ("Original Class D Shares"),
respectively, or, through securities dealers or other financial intermediaries,
to facilitate periodic investments in Class B shares or Class D shares,
respectively, of other mutual funds in the Seligman Group. Class B shares are
sold without an initial sales load but are subject to a contingent deferred
sales load ("CDSL"), if applicable, of 5% on redemptions in the first year after
issuance of such shares (or, in the case of Class B shares acquired upon
exchange, the issuance of the Original Class B Shares), declining to 1.00% in
the sixth year and 0.00% thereafter. Class B shares will automatically convert
to Class A shares on the last day of the month that precedes the eighth
anniversary of their date of issue. Class D shares are sold without an initial
sales load but are subject to a CDSL of 1% imposed on certain redemptions within
one year of purchase (or, in the case of Class D shares acquired upon exchange,
the purchase of the Original Class D Shares). In addition, Class B shares and
Class D shares are each 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 their respective class. See "Alternative Distribution System." Shares
of the Fund may be purchased through any authorized investment dealer.
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 ................................ 4
Alternative Distribution System ..................... 5
Investment Objectives And Policies .................. 6
Management Services ................................. 8
Net Asset Value Per Share............................ 9
Purchase Of Shares .................................. 9
Right Of Accumulation In Purchases Of Shares
Of The Other Seligman Funds....................... 13
Telephone Transactions............................... 13
Redemption Of Shares ................................ 14
Administration, Shareholder Services
And Distribution Plan.............................. 16
Exchange Privilege .................................. 17
Dividends............................................ 19
Federal Income Taxes ................................ 20
Shareholder Information ............................. 20
Yield ............................................... 22
Organization And Capitalization ..................... 22
<PAGE>
SUMMARY OF FUND EXPENSES
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS D
SHARES SHARES SHARES
-------- -------- --------
(INITIAL SALES (DEFERRED SALES (DEFERRED SALES
LOAD LOAD LOAD
ALTERNATIVE) ALTERNATIVE) ALTERNATIVE)
<S> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases
(as a percentage of offering price)....................... None None None
Sales Load on Reinvested Dividends.......................... None None None
Deferred Sales Load (as a percentage of
original purchase price or redemption
proceeds, whichever is lower)........................... None 5% in 1st year 1% in 1st year
4% in 2nd year None thereafter
3% in 3rd and
4th year
2% in 5th year
1% in 6th year
None thereafter
Redemption Fees............................................. None None None
Exchange Fees............................................... None None None
</TABLE>
<TABLE>
<CAPTION>
CLASS A CLASS B* CLASS D
SHARES SHARES SHARES
-------- -------- --------
<S> <C> <C> <C>
ANNUAL FUND OPERATING EXPENSES FOR 1995
(as a percentage of average net assets)
Management Fees............................................. .43% .43% .43%
12b-1 Fees+................................................. -- 1.00%** 1.00%**
Other Expenses ............................................. .43% .43% .43%
---- ----- -----
Total Fund Operating Expenses............................... .86% 1.86% 1.86%
==== ===== =====
</TABLE>
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 B and Class D shares is
a one-time charge paid only if shares are redeemed within six years or one year
of purchase, respectively (or, in the case of shares acquired upon exchange, the
issuance of the Original Class B Shares or 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.
2
<PAGE>
<TABLE>
<CAPTION>
EXAMPLE 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
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 $ 9 $27 $ 48 $106
Class B++ $69 $88 $121 $192
Class D $29+++ $58 $101 $218
</TABLE>
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.
* Expenses for Class B shares are estimated because no shares of that Class
were outstanding in the year ended December 31, 1995.
** Includes an annual distribution fee of up to .75 of 1% and an annual
service fee of up to .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 B or Class D shares of the Fund may
not exceed 6.25% of total gross sales, subject to certain exclusions. The
maximum sales charge rule is applied separately to each class. The 6.25%
limitation is imposed on the Fund rather than on a per shareholder basis.
Therefore, a long-term Class B or 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, 1997.
++ Assuming (1) 5% annual return and (2) no redemption at the end of the
period, the expenses on a $1,000 investment would be $19 for 1 year, $58
for 3 years and $101 for 5 years. The 10 year expense amount accounts for
the conversion to Class A at the end of 8
years.
+++ 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.
3
<PAGE>
FINANCIAL HIGHLIGHTS
The financial highlights for the Fund's Class A shares and Class D shares
for the periods presented below have been audited by , independent auditors.
This information, which is derived from the financial and accounting records of
the Fund, should be read in conjunction with the financial statements and notes
contained in the 1995 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. Financial highlights are not presented for the Class B shares
because no shares of that Class were outstanding during the periods set forth
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 its ending net asset value so that they 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.
<TABLE>
<CAPTION>
CLASS A CLASS D
--------------------------------------------------------------------------------------------------------------------
YEAR ENDED 5/3/93*
YEAR ENDED DECEMBER 31 DECEMBER 31, TO
-------------------------------------------------------------------------------------------- -----------------
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986 1995 1994 12/31/93
-------------------------------------------------------------------------------------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <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 $1.000 $1.000 $1.000 $1.000 $1.000 $1.000
Net investment
income .051 .034 .024 .030 .053 .074 .084 .066 .059 .060 .040 .024 .003
Dividends paid
or declared (.051) (.034) (.024) (.030) (.053) (.074) (.084) (.066) (.059) (.060) (.040) (.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 $1.000
=============================================================================================================
TOTAL RETURN BASED
ON NET ASSET VALUE .5.18% 3.46% 2.40% 3.10% 5.53% 7.53% 8.76% 6.88% 6.13% 6.18% 4.08% 2.35% .30%
RATIOS/SUPPLEMENTAL
DATA:
Expenses to average
net assets.......... .86% .82% .77% .76% .79% .80% .80% .93% .83% .87% 1.90% 1.90% 1.74%+
Net investment
income to average
net assets. 5.06% 3.41% 2.37% 3.04% 5.34% 7.40% 8.46% 6.63% 5.96% 6.00% 4.02% 2.32% 1.39%+
Net assets,
end of period
(000's omitted) $177,395 $194,406 $173,902 $193,158 $260,297 $287,518 $321,481 $344,664 $354,588 $349,221 $14,554 $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%+
- ----------
* 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.
</TABLE>
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,
1997.
4
<PAGE>
ALTERNATIVE DISTRIBUTION SYSTEM
The Fund offers three classes of shares: Class A shares, Class B 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 B
shares and Class D shares are offered only (1) to investors who wish to exchange
their Class B or Class D shares of another mutual fund in the Seligman Group
("Original Shares") for Class B or Class D shares, respectively, of the Fund and
(2) to investors who, using the services of securities dealers or other
financial intermediaries, intend to make periodic investments in Class B or
Class D shares of other mutual funds in the Seligman Group by exchanging their
Class B or Class D shares of the Fund. Class B or Class D shares of another
mutual fund in the Seligman Group may only be exchanged for Class B or Class D
shares, respectively, of the Fund. Class B shares are sold to investors choosing
to pay no initial sales load, a higher distribution fee and, with respect to
redemptions within six years of purchase (or, in the case of shares acquired
through an exchange, of the purchase of the Original Shares), a CDSL, and who
desire shares to convert automatically to Class A shares after eight years.
Class D shares are subject to a higher distribution fee and, with respect to
redemptions of shares within one year of purchase (or, in the case of shares
acquired through an exchange, of the purchase of the Original Shares), a CDSL.
The three 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, potentially, 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 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 B and
Class D shares bear a distribution expense, which will cause such shares to pay
lower dividends than the Class A shares. In addition, Class B shares will be
converted into Class A shares after a conversion period of approximately eight
years, and thereafter investors will be subject to lower ongoing fees. Shares
purchased through the reinvestment of dividends on Class B shares also will
convert automatically to Class A shares together with the underlying shares on
which they were paid. The three classes also have separate exchange privileges.
The Directors of the Fund believe that no conflict of interest currently
exists between the Class A, Class B 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,
Class B and Class D shares are their ongoing expenses as set forth below. The
primary differences between Class B and Class D shares are that Class D shares
are subject to a shorter CDSL period but Class B shares automatically convert to
Class A shares after eight years, resulting in a reduction in ongoing fees.
Investors in Class B shares should take into account whether they intend to
redeem their shares within the CDSL period and, if not, whether they intend to
remain invested until the end of the conversion period and thereby take
advantage of the reduction in ongoing fees resulting from the conversion into
Class A shares. Other investors, however, may elect to purchase Class D shares
if they determine that it is advantageous to have all their assets invested
initially and they are uncertain as to the length of time they intend to hold
their assets in the Fund or another mutual fund in the Seligman Group for which
the exchange privilege is available. Although Class D shareholders are subject
to a shorter CDSL period at a lower rate, they forgo the Class B conversion
feature, making their investment subject to higher distribution fees for an
5
<PAGE>
indefinite period of time. Each class has advantages and disadvantages for
different investors, and investors should choose the class that best suits their
circumstances and their objectives.
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,
1997. Payments
may commence
after that date.)
CLASS B None Service fee of .25%; CDSL of:
Distribution fee of 5% in 1st year
.75% until conversion 4% in 2nd year
3% in 3rd and 4th years
2% in 5th year
1% in 6th year
0% after 6th year
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.
* Conversion occurs at the end of the month which precedes the 8th
anniversary of the purchase date. If Class B shares of the Fund are
exchanged for Class B shares of another Seligman Mutual Fund, the
conversion period applicable to the Class B shares acquired in the exchange
will apply, and the holding period for the shares exchanged will be tacked
onto the holding period for the shares acquired.
Investors who intend to purchase shares of the Fund primarily as a vehicle
for exchanges into Class B or Class D shares of other funds in the Seligman
Group may choose to purchase Class B or Class D shares of the Fund. This will
permit participation in the Automatic Dollar-Cost-Averaging Service (see
"Shareholder Information" below) and, more generally, will make exchanges for
Class B or Class D shares of other funds possible. (It is not possible to
exchange Class A shares of the Fund for Class B or Class D shares of any other
Seligman Fund.) Moreover, the six-year or one-year period during which the CDSL
is in effect will commence upon purchase of Class B or Class D shares,
respectively, of the Fund. By comparison, if an investor purchases Class A
shares of the Fund and redeems these periodically to invest in Class B or Class
D shares of other Seligman Funds, the CDSL period will not commence until the
purchase of the other funds. However, investors should weigh these advantages
against the higher ongoing expenses of the Class B and Class D shares compared
with the Class A shares, which will result in a lower dividend payment.
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 a professionally managed portfolio 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,
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
6
<PAGE>
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
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.
7
<PAGE>
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")
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,
8
<PAGE>
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. At January 31, 1996,
the aggregate assets of the Seligman Group were approximately $11.4 billion. The
Manager also provides investment management or advice to institutional accounts
having an aggregate value of approximately $4 billion at January 31, 1996.
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, 1995, the management
fee paid by the Fund was equal to .43% 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 1995, total expenses of the Fund's Class A and Class D shares amounted
to .86% and 1.90%, respectively, of the average daily net assets of such class.
No Class B shares of the Fund were outstanding during this period.
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 (normally 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 RESPECTIVE MINIMUM AMOUNTS FOR
INITIAL INVESTMENT IN THE FUND'S CLASS B AND CLASS D SHARES ARE $ AND $ ;
SUBSEQUENT INVESTMENTS MUST BE IN THE MINIMUM AMOUNT OF $ (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.
Each class of 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
9
<PAGE>
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,
1997. Class B shares and Class D shares are subject to an annual service fee of
up to .25% and an annual distribution fee of up to .75% of the average daily net
asset value of their respective class.
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. Class B
shares and Class D shares are sold only through securities dealers and other
financial intermediaries. A check received from an investor for the purchase of
Class B shares or Class D shares will be returned to the investor.
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 shareholder's 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 B shares and Class D shares are sold only through securities dealers
and other financial intermediaries. Funds received from an investor by wire
transfer for the purchase of Class B shares or Class D shares will be returned
to the investor.
LIMITATION ON PURCHASES OF CLASS B AND CLASS D SHARES. Class B and Class D
shares of the Fund are available only through an exchange of Class B and Class D
shares of another mutual fund in the Seligman Group, respectively ("Original
Class B Shares" and "Original Class D Shares" and, collectively, "Original
Shares"), or, through Service Organizations, to facilitate periodic investments
in other mutual funds in the Seligman Group by exchanging Class B or Class D
shares of the Fund for Class B or Class D shares of such other funds. Examples
include the Automatic Dollar-Cost-Averaging Service (see "Shareholder
Information" below) or any periodic investment or market-timing service offered
by a Service Organization. For administrative reasons, Service Organizations may
10
<PAGE>
also purchase Class B shares or Class D shares in connection with an investment
to be allocated among Class B shares or Class D shares of several other funds in
the Seligman Group pursuant to the Seligman Time Horizon Matrix(R), an asset
allocation program.
CLASS B SHARES. Class B shares are sold without an initial sales load but
are subject to a CDSL if the shares are redeemed within six years of purchase
(or, in the case of Class B shares acquired upon exchange, within six years of
the purchase of the Original Class B Shares) at rates set forth in the table
below, charged to a percentage of the current net asset value or the original
purchase price, whichever is less.
YEARS SINCE ISSUANCE CDSL
- ------------------ -----
less than 1 year.................................... 5%
1 year or more but less than 2 years................ 4%
2 years or more but less than 4 years............... 3%
4 years or more but less than 5 years............... 2%
5 years or more but less than 6 years............... 1%
6 years or more..................................... 0%
Class B shares are also subject to an annual distribution fee of up to .75
of 1% and an annual distribution fee of up to .25 of 1% of the average daily net
asset value of the Class B shares. SFSI will make a 4% payment to dealers in
respect of purchases of Class B shares. Approximately eight years after
issuance, Class B shares will convert automatically into Class A shares of the
Fund, which are subject to an annual service fee of 0.25% but no distribution
fee. Shares purchased through the reinvestment of dividends on Class B shares
also will convert automatically to Class A shares together with the underlying
shares on which they were paid. Conversion occurs at the end of the month which
precedes the eighth anniversary of the purchase date. If Class B shares of the
Fund are exchanged for Class B shares of another Seligman Mutual Fund, the
conversion period applicable to the Class B shares acquired in the exchange will
apply, and the holding period for the shares exchanged will be tacked on the
holding period for the shares acquired.
Class B shareholders of the Fund exercising the exchange privilege will
continue to be subject to the Fund's CDSL schedule if such schedule is higher or
longer than the CDSL schedule relating to the new Class B shares. In addition,
Class B shares of the Fund acquired through use of the exchange privilege will
be subject to the Fund's CDSL schedule if such schedule is higher or longer than
the CDSL schedule relating to the Class B shares of the fund from which the
exchange has been made.
CLASS D SHARES. Class D shares are subject to a CDSL of 1% imposed on
certain redemptions within one year of purchase (or, in the case of Class D
shares acquired upon exchange, within one year of the purchase of the Original
Class D Shares) and 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.
CONTINGENT DEFERRED SALES CHARGE. A CDSL will be imposed on any redemption
of Class B shares or Class D shares which were purchased (or were acquired in
exchange for Original Shares which were purchased) during the preceding six
years (for Class B shares) or twelve months (for Class D shares); however, no
CDSL will be imposed on the redemption of shares acquired through the investment
of dividends or distributions from any Class B or 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.
To minimize the application of a CDSL to a redemption, shares received
through an exchange of Original 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 B or Class D shares will
be redeemed first; followed by shares received through an exchange of the
11
<PAGE>
Original Shares which were acquired at least one year prior to the redemption
that are not subject to a CDSL because they have been held for at least six
years (with respect to Class B) or at least one year (with respect to Class D).
Shares purchased, or received through an exchange of the Original Shares which
were held for the longest period of time within the applicable CDSL 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; and (f) in connection with the redemption of Class B or
Class D shares of the Fund if it is combined with another mutual fund in the
Seligman Group, or another similar reorganization transaction.
If, with respect to a redemption of any Class B or Class D shares, which
where were sold by a dealer (or which were acquired through an exchange of
Original Shares 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 payment or a portion thereof paid by
SFSI at the time of sale.
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
12
<PAGE>
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:
<TABLE>
<S> <C>
Seligman Data Corp.
100 Park Avenue/2nd Floor
New York, NY 10017
(800) 221-2450
</TABLE>
TO OPEN A SELIGMAN IRA, SEP OR PENSION/
PROFIT SHARING PLAN, A SEPARATE ADOPTION
AGREEMENT IS REQUIRED. PLEASE CALL
RETIREMENT PLAN SERVICES FOR MORE
INFORMATION AT (800) 445-1777.
<PAGE>
- --------------------------------------------------------------------------------
1. ACCOUNT REGISTRATION
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
TYPE OF [ ] INDIVIDUAL [ ] MULTIPLE OWNERS [ ] GIFT/TRANSFER TO MINOR
ACCOUNT Use Line 1 Use Lines 1, 2 & 3 Use Line 4
<CAPTION>
<S> <C>
TYPE OF [ ] OTHER (Corporations, Trusts, Organizations, Partnerships,
ACCOUNT Use Line 5
</TABLE>
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
<TABLE>
<S> <C> <C> <C>
1. ------------------------------------------------------------------------------------ ----------------- ---------
First Middle Last Social Security Birthdate
Number
2. ------------------------------------------------------------------------------------ ----------------- ---------
First Middle Last Social Security Birthdate
Number
3. ------------------------------------------------------------------------------------ ----------------- ---------
First Middle Last Social Security Birthdate
Number
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. Tax ID Number
</TABLE>
TYPE OF TRUST ACCOUNT: [ ] Trust [ ] Guardianship [ ] Conservatorship
[ ] Estate [ ] Other _____________________________
Trustee/Fiduciary Name _____________________ Trust Date _____________________
Trust Name ____________________, for the benefit of (FBO) ___________________
- --------------------------------------------------------------------------------
2. MAILING ADDRESS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ADDRESS TELEPHONE
( ) ( )
_________________________________________________________________________ ____________ ___________ _____ ______________
Street Address or P.O. Box Daytime Evening
__________________________________________________________________________ U.S. CITIZEN? [ ] Yes [ ] No ________________________
City State Zip If no, indicate country
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
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 ($2,500 for
Seligman Communications and Information Fund) except for accounts established
concurrently with the Invest-A-Check Service (see section 6-J. of this
application). IF MORE THAN ONE FUND IS SELECTED, ACCOUNTS MUST HAVE IDENTICAL
REGISTRATIONS AND CLASS OF SHARES.
PLEASE CHOOSE ONE: [ ] Class A Shares [ ] Class B Shares [ ] Class D Shares
MAKE CHECK PAYABLE TO: SELIGMAN GROUP OF FUNDS
$______________ TOTAL AMOUNT, INVESTED AS FOLLOWS:
$_____________ Seligman Communications
and Information Fund
$_____________ Seligman Henderson
Global Technology Fund
$_____________ Seligman Frontier Fund
$_____________ Seligman Henderson Global
Smaller Companies Fund
$_____________ Seligman Capital Fund
$_____________ Seligman Henderson Global
Growth Opportunities Fund
$_____________ Seligman Growth Fund
$_____________ Seligman Henderson
International Fund
$_____________ Seligman Common Stock Fund
$_____________ Seligman Income Fund
$_____________ Seligman High-Yield Bond Fund
$_____________ Seligman U.S. Government Securities Fund*
$_____________ Seligman National Tax-Exempt Fund*
$_____________ Seligman Tax-Exempt Fund (choose one):*
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CA-Qlty. [ ] FL [ ] MD [ ] MN [ ] NY [ ] OR [ ]
CA-Hy. [ ] GA [ ] MA [ ] MO [ ] NC [ ] PA [ ]
CO [ ] LA [ ] MI [ ] NJ [ ] OH [ ] SC [ ]
$______________________________ Seligman Cash Management Fund (Class A only)
</TABLE>
* Currently, these funds do not offer Class B shares.
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
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
- ----------------------------------------------------------- ----------------------------------------
Firm Name Representative's Name
- ----------------------------------------------------------- ----------------------------------------
Branch Office Address Representative's ID Number
( )
- ----------------------------------------------------------- ----------------------------------------
City State Zip Representative's Telephone Number
- -----------------------------------------------------------
Branch Number
</TABLE>
<PAGE>
<TABLE>
<S> <C>
- --------------------------------------------------------------------------------
6. ACCOUNT OPTIONS AND SERVICES
- --------------------------------------------------------------------------------
A. DIVIDENDS
AND GAIN
DISTRIBUTION
OPTIONS
I choose the following options for each Fund listed:
Option 1. Dividends in shares, gain distributions in shares.
Option 2. Dividends in cash, gain distributions in shares.
Option 3. Dividends in cash, gain distributions in cash.
OPTION
------
1 2 3
[ ] [ ] [ ] __________________________________________________
FUND NAME
[ ] [ ] [ ] __________________________________________________
FUND NAME
[ ] [ ] [ ] __________________________________________________
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 __________________________________
(IF OPENING A NEW ACCOUNT, A MINIMUM OF $1,000 IS REQUIRED.)
ADDRESS______________________________________
CITY_________________________________________ ACCOUNT NUMBER__________________________________
(FOR AN EXISTING ACCOUNT.)
STATE, ZIP___________________________________
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 comple-
tion 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; CLASS B
SHARES HELD FOR SIX
YEARS; OR 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
H. TELEPHONE
SERVICE
ELECTION
AVAILABLE FOR ALL TYPES OF ACCOUNTS EXCEPT AS NOTED BELOW
Unless I check the box below, I understand that I may place the following requests by telephone:
Redemptions up to $50,000 Exchanges
Address Changes Dividend and/or Capital Gain Distribution Option Changes
[ ] I DO NOT WANT TELEPHONE SERVICES FOR MYSELF AND MY REPRESENTATIVE NAMED IN SECTION 5 OF
THIS APPLICATION
AUTHORIZATION
I understand that the telephone services are optional and that unless I checked
the box above, 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 (including the representative named in
section 5 of this application) 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.
Telephone services are not available for trusts (unless the trustee and sole
beneficiary are the same person), corporations or group retirement plans. IRA
telephone services will include only exchanges and address changes.
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
I. INVEST-A-CHECK'r' To start your Invest-A-Check'r' Service,
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).
ACCOUNTS MAY BE ESTABLISHED CONCURRENTLY
WITH THE INVEST-A-CHECK'r' SERVICE WITH A
$100 MINIMUM ($200 MINIMUM FOR SELIGMAN
COMMUNICATIONS AND INFORMATION FUND) IF
THE MONTHLY INVESTMENT OPTION IS CHOSEN,
OR WITH A $250 MINIMUM ($500 MINIMUM FOR
SELIGMAN COMMUNICATIONS AND INFORMATION
FUND) IF THE QUARTERLY INVESTMENT OPTION
IS CHOSEN.
Please arrange with my bank to draw
pre-authorized checks and invest the
following dollar amounts (minimum: $200
monthly or $500 quarterly for Seligman
Communications and Information Fund: $100
monthly or $250 quarterly for all other
Funds) 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______________________________________________________
</TABLE>
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.
PRESIDENT
- -- -- -- -- -- -- -- -- -- -- -- -- -- -- -- --
<TABLE>
<S> <C>
J. CHECK
REDEMPTION Available to shareholders who own or purchase shares having a value of at least $25,000 invested
SERVICE in any of the following: Seligman High-Yield Bond Fund, Seligman Income Fund, Seligman U.S.
(CLASS A ONLY) 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.
</TABLE>
<TABLE>
<S> <C>
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)
___________________________________________________________
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:_______________________________________________
</TABLE>
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 & CO.
INCORPORATED
Investment Managers and Advisors
ESTABLISHED 1864
<PAGE>
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 Seligman Mutual
Funds 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 with telephone transaction privileges, AND THE SHAREHOLDER'S
BROKER-DEALER REPRESENTATIVE, will have the ability to effect the following
transactions via telephone: (i) redemption of Fund shares, (ii) exchange of Fund
shares for shares of another Seligman Mutual Fund, (iii) change of a dividend
and/or capital gain distribution option, and (iv) change of address. These
services are separate from the Fund's existing Expedited Redemption Service,
which is primarily to wire a transfer or redemption proceeds to a shareholder's
bank account. All telephone transactions are effected through Seligman Data
Corp. at (800) 221-2450.
FOR INVESTORS WHO PURCHASE SHARES BY COMPLETING AND SUBMITTING AN ACCOUNT
APPLICATION (EXCEPT THOSE ACCOUNTS REGISTERED AS TRUSTS WHERE THE TRUSTEE AND
SOLE BENEFICIARY ARE NOT THE SAME PERSON, CORPORATIONS OR GROUP RETIREMENT
PLANS): Unless an election is made otherwise on the Account Application, a
shareholder and the shareholder's broker-dealer of record, as designated on the
Account Application, will automatically receive telephone transaction
privileges.
FOR INVESTORS WHO PURCHASE SHARES THROUGH A BROKER-DEALER AND DO NOT SUBMIT
AN ACCOUNT APPLICATION: Telephone services for a shareholder and the
shareholder's representative may be elected by completing a supplemental
election application available from the broker-dealer of record.
FOR ACCOUNTS REGISTERED AS IRAS: Telephone Services will include only
exchanges or address changes.
FOR ACCOUNTS REGISTERED AS TRUSTS (UNLESS THE TRUSTEE AND SOLE BENEFICIARY
ARE THE SAME PERSON), CORPORATIONS OR GROUP RETIREMENT PLANS: Telephone services
are not available.
All funds with the same account number (i.e., registered exactly the same)
as an existing account, including any new fund in which the shareholder invests
in the future, will automatically include telephone services if the existing
account has telephone services. Telephone services may also be elected at any
time on a supplemental election application.
For accounts registered jointly (such as joint tenancies, tenants in common
and community property registrations), each owner, by accepting or requesting
telephone transaction services, authorizes each of the other owners to effect
telephone transactions on his or her behalf.
13
<PAGE>
During times of drastic economic or market changes, a shareholder or the
shareholder's representative may experience difficulty in contacting Seligman
Data Corp. to request a redemption or exchange of Fund shares. In these
circumstances, the shareholder or the shareholder's representative 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 a telephone
transaction 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
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. 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 they 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. Shareholders, of
course, may refuse or cancel telephone services. Telephone services may be
terminated by a shareholder at any time by sending a written request to Seligman
Data Corp. TELEPHONE SERVICES MAY NOT BE ESTABLISHED BY A SHAREHOLDER'S
BROKER-DEALER WITHOUT THE WRITTEN AUTHORIZATION OF THE SHAREHOLDER. 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 B shares and 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
14
<PAGE>
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
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 once per day,
in an amount up to $50,000. Redemption requests pursuant to this service will be
by check only and sent to the shareholder's address of record.
Telephone redemption requests, including Expedited Redemption, 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, 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.
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.
For more information about telephone redemptions 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
15
<PAGE>
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.
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 24. The Check Redemption Service is not
available with respect to Class B shares or 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, Class B 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,
16
<PAGE>
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, 1997. 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 B shares and Class D shares at an annual rate of up to 1% of the
respective average daily net asset value of the Class B and Class D shares.
Proceeds from the Class B and Class D distribution fee are used 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 B and 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 certain expenses of the payment of 4% (in the case of Class B
shares) or 1% (in the case of Class D shares) made by it to Service
Organizations at the time of the sale (or at the time of sale of the Original
Shares). The amounts expended by SFSI in any one year upon the initial purchase
of Class B and Class D Shares may exceed the amounts received by it from Plan
payments retained. Expenses of administration, shareholder services and
distribution of Class B and Class D shares in one fiscal year of the Fund may be
paid from Class B and Class D Plan fees, respectively, 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 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. The Plan as it
relates to Class B shares was approved by the Directors on March 21, 1996. The
Plan is reviewed by the Directors annually.
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 B shares may be exchanged for Class B shares of any other mutual fund
in the Seligman Group and Class D shares may be exchanged for Class D shares of
any other mutual fund in the Seligman Group, in each case at net asset value. If
shares that are subject to a CDSL are exchanged for shares of another fund, for
purposes of assessing the CDSL payable upon the disposition of the exchanged
shares, the calculation of the one year or six year holding period shall begin
on the original date of purchase.
Class B shareholders of the Fund exercising the exchange privilege will
continue to be subject to the Fund's CDSL schedule if such schedule is higher or
longer than the CDSL schedule relating to the new Class B shares. In addition,
Class B shares of the Fund acquired through use of the exchange privilege will
be subject to the Fund's CDSL schedule if such schedule is higher or longer than
the CDSL schedule relating to the Class B shares of the fund from which the
exchange has been made.
Exchange may be made by mail, or by telephone, if the shareholder has
telephone services.
17
<PAGE>
The Seligman Mutual Funds 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
companies in the communications, information and related
industries to produce capital gain. Income is not an objective.
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 Growth Opportunities 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 in companies either globally or
internationally.
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.(The U.S. Government
Securities Series does not currently offer Class B
shares.)
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. (Does not currently offer Class B shares.)
o SELIGMAN PENNSYLVANIA TAX-EXEMPT FUND SERIES: invests in investment grade
Pennsylvania tax-exempt securities. (Does not currently offer Class B shares.)
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. (Does not currently offer Class B shares.)
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. (Does not currently offer
Class B shares.)
All permitted exchanges will be based on the net asset values of the
respective funds determined at the close of the NYSE on that day. Telephone
requests for exchanges 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, 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, as will telephone services. 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.
Exchange orders may be placed to effect an exchange of a specific number of
shares, an exchange of shares equal to a specific dollar amount or an exchange
of all shares held. Shares for which certificates have been issued may not be
exchanged via telephone and may be exchanged only upon receipt of a written
18
<PAGE>
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, jointly or as 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 Seligman Mutual
Funds 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 Seligman Mutual Funds. SFSI reserves
the right to reject a telephone exchange request.
A broker/dealer representative of record will be able to effect exchanges
on behalf of a shareholder only if the shareholder has telephone services or the
broker/dealer has entered into a Telephone Exchange Agreement with SFSI wherein
the broker/dealer must agree to indemnify SFSI and the Seligman Mutual Funds
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 any telephone exchange request. Any rejected telephone exchange order may
be processed by mail. For more information about telephone exchanges, which,
unless objected to, are assigned to most shareholders automatically 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 B shares and 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 telephone services, changes may
also be telephoned to Seligman Data Corp. between 8:30 a.m. and 6:00 p.m.
Eastern time, by either the shareholder or the broker/dealer of record on the
account. For information about 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
Seligman Mutual Fund 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 B shares and 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 B shares and
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 shareholder's Fund
account 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.
19
<PAGE>
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
shareholders 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
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 6:00 p.m. Eastern time and calls
will be answered by a service representative.
24 HOUR TELEPHONE ACCESS IS AVAILABLE BY DIALING (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
TELEPHONE SERVICES. FOR MORE INFORMATION ABOUT TELEPHONE SERVICES, SEE
"TELEPHONE TRANSACTIONS" ABOVE.
20
<PAGE>
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 additional
purchases of shares automatically by electronic fundS transfer from a checking
account, if the bank that maintains the account is a member of the Automated
Clearing House, or by preauthorized 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 shares.
Accounts may be established concurrently with the Invest-A-Check(R) Service only
if accompanied with a $100 minimum in conjunction with the monthly investment
option, or a $250 minimuM in conjunction with the quarterly investment option.
(See "Terms and Conditions" on page 24.)
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
shares of a given class of the Fund into shares of the same class 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
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
Automatic Cash Withdrawal Service. Holders of Class B shares and Class D shares
may elect to use this service if the Original Class B Shares relating thereto
were purchased more than six years from the time of payment or the Original
Class D Shares relating thereto were purchased more than one year from the time
of payment. (See "Terms and Conditions" on page 24.)
DIRECTED DIVIDENDS allows a shareholder to pay dividends to another person
or to direct the payment of such dividends to another Seligman Mutual Fund for
purchase at net asset value. Dividends on Class A, Class B 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.
21
<PAGE>
--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. The Fund may register an IRA investment for which no account
application has been received as an ordinary taxable account.
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, Class B and Class D shares.
THESE 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 three classes. Each share of the Fund's Class A,
Class B and Class D common stock is equal as to earnings, assets and voting
privileges, except that each class bears its own separate distribution and,
potentially, 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 adopted a plan (the "Multiclass Plan")
pursuant to Rule 18f-3 under the 1940 Act permitting the issuance and sale of
multiple classes of common stock. In accordance with the Articles of
Incorporation, the Board of Directors may authorize the creation of additional
classes of common stock with such characteristics as are permitted by the
Multiclass Plan and Rule 18f-3. 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.
22
<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).
23
<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 unless otherwise specified (or on the prior business
day if such 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. Accounts establisheD in conjunction with the Invest-A-Check(R) Service
must be accompanied by a minimum initial investment of at least $100 in
connectioN with the monthly investment option or $250 in connection with the
quarterly investment option. 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, to Class B shareholders with respect to Class B shares held for
six years or more 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. 4/96
24
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
April , 1996
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 April , 1996. 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 three classes of shares. Class A shares may be
purchased at net asset value. 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, 1997. Class
B shares and Class D shares are available only through an exchange of shares of
another mutual fund in the Seligman Group offering Class B shares ("Original
Class B shares") or Class D shares ("Original Class D shares"), respectively, or
through securities dealers or other financial intermediaries, to facilitate
periodic investments in Class B shares or Class D shares, respectively, of other
mutual funds in Seligman Group. Class B shares are sold without an initial sales
load but are subject to a contingent deferred sales load ("CDSL"), if
applicable, of 5% on redemptions in the first year after issuance of such shares
(or, in the case of Class B shares acquired upon exchange, the issuance of the
Original Class B Shares), declining to 1.00% in the sixth year and 0.00%
thereafter. Class B shares will automatically convert to Class A shares on the
last day of the month that precedes the eighth anniversary of their date of
issue. Class D shares are sold without an initial sales load but are subject to
a CDSL of 1% imposed on certain redemptions within one year of purchase (or, in
the case of Class D shares acquired upon exchange, the purchase of the Original
Class D Shares). In addition, Class B shares and Class D shares are each 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 their respective class.
Each Class A, Class B 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 B shares and Class D shares
bear a higher distribution fee that generally will cause the Class B shares and
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, Class B 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 three 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............................11
Appendix A......................................11
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, Class B 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 B shares and
Class D shares are computed in the same manner, except that the yield on Class B
shares and Class D shares may include a CDSL if shares are held for less than
six years (for Class B shares) or less than one year (for Class D shares).
Because Class B shares and Class D shares bear a higher distribution fee than
the Class A shares, the yield of Class B shares and 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, 1995. No Class B shares were
outstanding during this period.
<TABLE>
<CAPTION>
Class A shares Class D shares
<S> <C> <C>
Total dividends per share from net investment income $.000929 $.000728
(seven days ended December 31, 1995)
Annualized (365 day basis) .04844 .037960
Average net asset value per share 1.000 1.000
Annualized historical net yield per share for seven 4.84%* 3.80%*
calendar days ended December 31, 1995
Effective yield (seven days ended December 31, 1995) 4.96%** 3.87%**
</TABLE>
Weighted average life to maturity of investments was days at December 31, 1995.
* This represents the annualized average net investment income per share for the
seven days ended December 31, 1995.
** 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
(57) 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., broker/dealer; 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., 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.
BRIAN T. ZINO* Director, President and Member of the Executive
(43) Committee
Managing Director (formerly, Chief
Administrative and Financial Officer), J. & W.
Seligman & Co. Incorporated, investment
managers and advisors; and Seligman Advisors,
Inc., advisors; Director or Trustee, the
Seligman Group of Investment Companies;
President, the Seligman Group of Investment
Companies, except Seligman Quality Municipal
Fund, Inc. and Seligman Select Municipal Fund,
Inc.; Chairman, Seligman Data Corp.,
shareholder service agent; Director, Seligman
Financial Services, Inc., broker/dealer;
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.
FRED E. BROWN* Director
(82)
Director and Consultant, J. & W. Seligman & Co.
Incorporated, investment managers and advisors;
and Seligman Advisors, Inc., advisors; Director
or Trustee, the Seligman Group of Investment
Companies; Seligman Financial Services, Inc.,
broker/dealer; Seligman Services Inc.,
broker/dealer; Trudeau Institute, nonprofit
biomedical research organization; Lake Placid
Center for the Arts, cultural organization; and
Lake Placid Education Foundation, education
foundation; formerly, Director, J. & W.
Seligman Trust Company; and Seligman
Securities, Inc., broker/dealer.
JOHN R. GALVIN* Director
(66)
Dean, Fletcher School of Law and Diplomacy at
Tufts University; Director or Trustee, the
Seligman Group of Investment Companies;
Chairman of the American Council on Germany; a
Governor of the Center for Creative Leadership;
Director of USLIFE, insurance; National
Committee on U.S.-China Relations, National
Defense University and the Institute for
Defense Analysis; and Consultant of Thomson
CSF, electronics. Formerly, Ambassador, U.S.
State Department; Distinguished Policy Analyst
at Ohio State University and Olin Distinguished
Professor of National Security Studies at the
United States Military Academy. From June, 1987
to June, 1992, he was the Supreme Allied
Commander, Europe and the Commander-in-Chief,
United States European Command.
Tufts University, Packard Avenue, Medford, MA
02155
4
<PAGE>
ALICE S. ILCHMAN Director
(60)
President, Sarah Lawrence College; Director or
Trustee, the Seligman Group of Investment
Companies; Chairman, The Rockefeller
Foundation, charitable foundation; and
Director, NYNEX, telephone company; 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
FRANK A. McPHERSON Director
(62)
Chairman of the Board and Chief Executive
Officer, Kerr-McGee Corporation, energy and
chemicals; Director or Trustee, the Seligman
Group of Investment Companies; Director of
Kimberly-Clark Corporation, consumer products,
Bank of Oklahoma Holding Company, American
Petroleum Institute, Oklahoma City Chamber of
Commerce, Baptist Medical Center, Oklahoma
Chapter of the Nature Conservancy, Oklahoma
Medical Research Foundation and United Way
Advisory Board; Chairman of Oklahoma City
Public Schools Foundation; and Member of the
Business Roundtable and National Petroleum
Council.
123 Robert S. Kerr Avenue, Oklahoma City, OK
73102
JOHN E. MEROW* Director
(66)
Partner, Sullivan & Cromwell, law firm;
Director or Trustee, Commonwealth Aluminum
Corporation; the Seligman Group of Investment
Companies; The Municipal Art Society of New
York; Commonwealth Aluminum Corporation; the U.
S. Council for International Business; and the
U. S.-New Zealand Council; Chairman, American
Australian Association; 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
(53)
Attorney; Director or Trustee, the Seligman
Group of Investment Companies; and 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
JAMES C. PITNEY Director
(69)
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
(68)
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.; and 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
5
<PAGE>
RONALD T. SCHROEDER* Director and Member of the Executive Committee
(48)
Director, Managing Director and Chief
Investment Officer, Institutional, J. & W.
Seligman & Co. Incorporated, investment
managers and advisors; and Seligman Advisors,
Inc., advisors; Director or Trustee, the
Seligman Group of Investment Companies;
Director, Seligman Holdings, Inc., holding
company; Seligman Financial Services, Inc.,
distributor; Seligman Henderson Co., advisors;
and Seligman Services, Inc., broker/dealer;
formerly, President, the Seligman Group of
Investment Companies, except Seligman Quality
Municipal Fund, Inc. and Seligman Select
Municipal Fund, Inc.; and Director, J. & W.
Seligman Trust Company; Seligman Data Corp.,
shareholder service agent; and Seligman
Securities, Inc., broker/dealer.
ROBERT L. SHAFER Director
(63)
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
JAMES N. WHITSON Director
(61)
Executive Vice President, Chief Operating
Officer and Director, Sammons Enterprises,
Inc.; Director or Trustee, the Seligman Group
of Investment Companies; Red Man Pipe and
Supply Company, piping and other materials; and
C-SPAN. 300 Crescent Court, Suite 700, Dallas,
TX 75201
LEONARD J. LOVITO Vice President and Portfolio Manager
(35)
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
(39)
Senior Vice President, Finance, J. & W.
Seligman & Co. Incorporated, investment
managers and advisors; Seligman Financial
Services, Inc., broker/dealer; 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 Vice President, Seligman
Securities, Inc., broker/dealer; and Vice
President, Finance J & W Seligman Trust
Company.
FRANK J. NASTA Secretary
(31)
Senior Vice President, Law and Regulation, and
Corporate Secretary, J. & W. Seligman & Co.
Incorporated, investment managers and advisers;
and Seligman Advisors, Inc., advisors;
Corporate Secretary, the Seligman Group of
Investment Companies; Seligman Financial
Services, Inc., broker/dealer Seligman
Henderson Co., advisers; Seligman Services,
Inc., broker/dealers; Seligman Data Corp.;
formerly, Secretary, J. & W. Seligman Trust
Company; and attorney, Seward and Kissel.
THOMAS G. ROSE Treasurer
(38)
Treasurer, the Seligman Group of Investment
Companies; and Seligman Data Corp., shareholder
service agent; formerly, Treasurer, American
Investors Advisors, Inc. and the American
Investors Family of Funds.
6
<PAGE>
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.
<TABLE>
<CAPTION>
Compensation Table
Pension or Total Compensation
Aggregate Retirement Benefits from Registrant and
Name and Compensation Accrued as part of Fund Complex Paid
Position with Registrant from Registrant (1) Fund Expenses to Directors (2)
------------------------ ------------------- ------------- ----------------
<S> <C> <C> <C>
William C. Morris, Director and Chairman N/A N/A N/A
Brian T. Zino, Director and President N/A N/A N/A
Fred E. Brown, Director N/A N/A N/A
John R. Galvin, Director $1,730.54 N/A $41,252.75
Alice S. Ilchman, Director 2,842.88 N/A 68,000.00
Frank A. McPherson, Director 1,730.54 N/A 41,252.75
John E. Merow, Director 2,771.44 N/A 66,000.00(d)
Betsy S. Michel, Director 2,735.72 N/A 67,000.00
Douglas R. Nichols, Jr., Director (3) 1,040.90 N/A 24,747.75
James C. Pitney, Director 2,842.88 N/A 68,000.00
James Q. Riordan, Director 2,842.88 N/A 70,000.00
Herman J. Schmidt, Director (3) 1,040.90 N/A 24,747.75
Ronald T. Schroeder, Director N/A N/A N/A
Robert L. Shafer, Director 2,842.88 N/A 70,000.00
James N. Whitson, Director 2,771.44 N/A 68,000.00(d)
</TABLE>
- ----------------------
(1) Based on remuneration received by the Directors of the Fund for the year
ended December 31, 1995.
(2) As defined in the Fund's Prospectus, the Seligman Group of Investment
Companies consists of seventeen investment companies.
(3) Retired May 18, 1995.
(d) Deferred. The total amounts of deferred compensation (including interest)
payable to Messrs. Merow, Pitney and Whitson as of December 31, 1995 were
$61,903, $59,807 and $8,200, 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
shares or less than % of the Fund's Class A Capital Stock at March 31, 1996. As
of that date, no Directors or officers owned shares of the Fund's Class D
Capital Stock.
MANAGEMENT AND EXPENSES
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.
7
<PAGE>
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. The management fee amounted to $818,740 in 1995, $779,345 in
1994 and $628,981 in 1993, equivalent to .43% of the average net assets of the
Fund in 1995, .44% in 1994 and .35% in 1993. During the year ended December 31,
1994, the Manager reimbursed expenses of Class D shares equal to $16,822. During
the year ended December 31, 1993, the Manager at its discretion waived a portion
of its fee for the Fund.
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 record keeping 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.
The Management Agreement was initially approved by the Board of Directors on
September 30, 1988 and by the shareholders at a special meeting held on December
16, 1988. The amendments to the Management Agreement, to increase the fee rate
payable to the Manager by the Fund, were approved by the Board of Directors on
,1991, and by the shareholders at a special meeting on April 10, 1991. 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. 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. 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.
8
<PAGE>
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.
ADMINISTRATION, SHAREHOLDER SERVICES AND DISTRIBUTION PLAN
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 waive the fee. Payments may not commence until after April 30, 1997.
The Plan as it relates to Class B shares was approved by the Directors on March
21, 1996 and became effective with respect to the Class B shares on April ,
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. If the amount payable with respect to Class A shares
under the Plan is proposed to be increased materially, the Fund will either (i)
permit holders of Class B shares to vote as a separate class on the proposed
increase or (ii) establish a new class of shares subject to the same payment
under the Plan as existing Class A shares, in which case the Class B shares will
thereafter convert into the new class instead of into Class A shares. 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 three classes of shares: Class A shares may be purchased at
a price equal to the next determined net asset value per share. Class B shares
and Class D shares, which are available only through an exchange of shares of
another Seligman Mutual Fund offering Class B shares ("Original Class B Shares")
or Class D shares ("Original Class D shares"), respectively, at net asset value,
or through securities dealers or other financial intermediaries, to facilitate
periodic investments in Class B shares or Class D shares, respectively, of other
mutual funds in the Seligman Group. Class B shares are sold without an initial
sales load but are subject to a CDSL, if applicable, of 5% on redemptions in the
first year after issuance of such shares (or, in the case of Class B shares
acquired upon exchange, the issuance of the Original Class B Shares), declining
to 1.00% in the sixth year and 0.00% thereafter. Class B shares will
automatically convert to Class A shares on the last day of the month that
precedes the eighth anniversary of their date of issue. Class D shares are sold
without an initial sales load but are subject to a CDSL of 1% imposed on certain
redemptions without one year of purchase (or, in the case of Class D shares
acquired upon exchange, the purchase of the Original Class D Shares). See
"Alternative Distribution System," "Purchase Of Shares," and "Redemption Of
Shares" in the Prospectus.
9
<PAGE>
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"), (normally 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
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.
10
<PAGE>
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. , 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, 1995 is
incorporated by reference into this Statement of Additional Information. The
Annual Report contains a schedule of the investments as of December 31, 1995, 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
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.
11
<PAGE>
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.
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, the Seligman Complex played a
major role in the geographical expansion and industrial development of the
United States.
The Seligman Complex:
.... 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 Becomes a leader 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.
12
<PAGE>
...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.
...1950-1989
o Develops new open-end investment companies. Today, manages 44 mutual
fund portfolios.
o Helps pioneer state-specific, tax-exempt municipal bond funds, today
managing a national and 18 state-specific tax-exempt funds.
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, Seligman Henderson
Global Technology Fund and Seligman Henderson Global Growth
Opportunities Fund.
13
File No. 2-56805
811-2650
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, 1995; Financial Highlights for Class D
shares for the period from May 3, 1993 (commencement of
offering) to December 31, 1995.
Part B Required Financial Statements are included in the Fund's
Annual Report to Shareholders, dated December 31, 1995,
which are incorporated by reference in the Fund's Statement
of Additional Information. These include: Portfolio of
Investments as of December 31, 1995; Statement of Assets
and Liabilities as of December 31, 1995; Statement of
Operations for the year ended December 31, 1995; Statement
of Changes in Net Assets for the years ended December 31,
1995 and 1994; Notes to Financial Statements; Financial
Highlights for the five years ended December 31, 1995 for
the Fund's Class A shares and for the period May 3, 1993
(commencement of offering) through December 31, 1995 for
the Fund's Class D shares; Report of Independent Auditors
(will be filed by subsequent amendment.)
(b) Exhibits: All Exhibits have been previously filed except
Exhibits marked with an asterisk (*) which are incorporated
herein and Exhibits marked with a double asterisk (**)
which will be filed by amendment.
(1) Form of Amendment and Restatement of 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 Registrant.
(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.)
(4a) Specimen certificate of Class B Capital Stock.**
(5) Amended Management Agreement between Registrant and J. & W.
Seligman & Co. Incorporated. (Incorporated by reference to
Post-Effective Amendment No. 26 filed on May 1, 1995.)
(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.**
(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>
File No. 2-56805
811-2650
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.)
(17) Financial Data Schedule meeting the requirements of Rule 483 under
the Securities Act of 1933.**
(18) Copy of Multiclass Plan entered into by Registrant pursuant to Rule
18f-3 under the Investment Company Act of 1940.*
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 December 31, 1995, there
were 11,554 record holders of the Registrant's Class A Capital
Stock and 1,004 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 December 5, 1995).
<PAGE>
File No. 2-56805
811-2650
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 January 18, 1996
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
<S> <C> <C>
William C. Morris* Director Chairman of the Board
and Chief Executive
Officer
Brian T. Zino* Director Director and President
Ronald T. Schroeder* Director Director
Fred E. Brown* Director Director
William H. Hazen* Director None
Thomas G. Moles* Director None
David F. Stein* Director None
David Watts* Director None
Stephen J. Hodgdon* President None
Lawrence P. Vogel* Senior Vice President, Finance Vice President
Mark R. Gordon* Senior Vice President, Director None
of Marketing
Gerald I. Cetrulo, III Senior Vice President of Sales, None
140 West Parkway Regional Sales Manager
Pompton Plains, NJ 07444
Bradley F. Hanson Senior Vice President of Sales, None
9707 Xylon Court Regional Sales Manager
Bloomington, MN 55438
Bradley W. Larson Senior Vice President of Sales, None
367 Bryan Drive Regional Sales Manager
Danville, CA 94526
D. Ian Valentine Senior Vice President of Sales, None
307 Braehead Drive Regional Sales Manager
Fredericksburg, VA 22401
Helen Simon* Vice President, Sales None
Administration Manager
</TABLE>
<PAGE>
File No. 2-56805
811-2650
PART C. OTHER INFORMATION (continued)
<TABLE>
<CAPTION>
Seligman Financial Services, Inc.
As of January 18, 1996
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
<S> <C> <C>
Marsha E. Jacoby* Vice President, National Accounts None
Manager
William W. Johnson* Vice President, Order Desk None
James R. Besher Regional Vice President None
14000 Margaux Lane
Town & Country, MO 63017
Brad Davis Regional Vice President None
255 4th Avenue, #2
Kirkland, WA 98033
Andrew Draluck Regional Vice President None
4215 N. Civic Center
Blvd #273
Scottsdale, AZ 85251
Jonathan Evans Regional Vice President None
222 Fairmont Way
Ft. Lauderdale, FL 33326
Carla Goehring Regional Vice President None
11426 Long Pine
Houston, TX 77077
Susan Gutterud Regional Vice President None
820 Humboldt, #6
Denver, CO 80218
Mark Lien Regional Vice President None
5904 Mimosa
Sedalia, MO 65301
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 Road, Ste 205
Alpharetta, CA 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 H. Snowden Regional Vice President None
11 Thackery Lane
Cherry Hill, NJ 08003
Bruce Tuckey Regional Vice President None
41644 Chathman Drive
Novi, MI 48375
</TABLE>
<PAGE>
File No. 2-56805
811-2650
PART C. OTHER INFORMATION (continued)
<TABLE>
<CAPTION>
Seligman Financial Services, Inc.
As of January 18, 1996
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address with Underwriter with Registrant
<S> <C> <C>
Andrew Veasey Regional Vice President None
14 Woodside
Rumson, NJ 07760
Todd Volkman Regional Vice President None
4650 Cole Avenue, #216
Dallas, TX 75205
Kelli A. Wirth-Dumser Regional Vice President None
8618 Hornwood Court
Charlotte, NC 28215
Frank P. Marino* Assistant Vice President, Mutual
Fund Product Manager None
Frank J. Nasta* Secretary Secretary
Aurelia Lacsamana* Treasurer None
</TABLE>
* The principal business address of each of these directors and/or
officers is 100 Park Avenue, NY, NY 10017.
(c) Not applicable.
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
First Data Investors Services Group ("FDISG") pursuant to which
FDISG 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,
1995, 1994 and 1993, the approximate cost of these services
were:
1995 1994 1993
---- ---- ----
Class A shares $49,565 $ 77,300
Class D shares $ 711 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>
File No. 2-56805
811-2650
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(a) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment No. 27 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 16th day of February, 1996.
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. 27 has been signed below by the following persons
in the capacities indicated on February 16, 1996.
Signature Title
/s/ William C. Morris Chairman of the Board (Principal
- --------------------------- executive officer) and Director
William C. Morris*
/s/ Brian T. Zino Director and President
- ---------------------------
Brian T. Zino
/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
James C. Pitney, Director ) ---------------------------------
James Q. Riordan, Director ) * Brian T. Zino, Attorney-in-fact
Ronald T. Schroeder, Director )
Robert L. Shafer, Director )
James N. Whitson, Director )
SELIGMAN GROUP OF MUTUAL FUNDS
Plan for Multiple Classes of Shares
THIS PLAN, as it may be amended from time to time, sets forth
the separate arrangement and expense allocation of each class of shares (a
"Class") of each registered open-end management investment company, or series
thereof, in the Seligman Group of Mutual Funds that offers multiple classes of
shares (each, a "Fund"). The Plan has been adopted pursuant to Rule 18f-3(d)
under the Investment Company Act of 1940, as amended (the "Act"), by a majority
of the Board of Directors or Trustees, as applicable ("Directors"), of each Fund
listed on Schedule I hereto, including a majority of the Directors who are not
interested persons of such Fund within the meaning of Section 2(a)(19) of the
Act ("Disinterested Directors"). Any material amendment to this Plan is subject
to the prior approval of the Board of Directors of each Fund to which it
relates, including a majority of the Disinterested Directors.
1. General
A. Any Fund may issue more than one Class of voting stock,
provided that each Class:
i. Shall have a different arrangement for shareholder
services or the distribution of securities or both,
and shall pay all of the expenses of that
arrangement;
ii. May pay a different share of other expenses, not
including advisory or custodial fees or other
expenses related to the management of the Fund's
assets, if these expenses are actually incurred in a
different amount by that Class, or if the Class
receives services of a different kind or to a
different degree than other Classes of the same Fund
("Class Level Expenses");
iii. May pay a different advisory fee to the extent that
any difference in amount paid is the result of the
application of the same performance fee provisions in
the advisory contract of the Fund to the different
investment performance of each Class;
iv. Shall have exclusive voting rights on any matter
submitted to shareholders that relates solely to its
arrangement;
1
<PAGE>
v. Shall have separate voting rights on any matter
submitted to shareholders in which the interests of
one Class differ from the interests of any other
Class; and
vi. Shall have in all other respects the same rights and
obligations as each other Class of the Fund.
B. i. Except as expressly contemplated by this paragraph
B., no types or categories of expenses shall be
designated Class Level Expenses.
ii. The Directors recognize that certain expenses arising
in certain sorts of unusual situations are properly
attributable solely to one Class and therefore should
be borne by that Class. These expenses ("Special
Expenses") may include, for example: (i) the costs of
preparing a proxy statement for, and holding, a
special meeting of shareholders to vote on a matter
affecting only one Class; (ii) the costs of holding a
special meeting of Directors to consider such a
matter; (iii) the costs of preparing a special report
relating exclusively to shareholders of one Class;
and (iv) the costs of litigation affecting one Class
exclusively. J. & W. Seligman & Co. Incorporated (the
"Manager") shall be responsible for identifying
expenses that are potential Special Expenses.
iii. Subject to clause iv. below, any Special Expense
identified by the Manager shall be treated as a Class
Level Expense.
iv. Any Special Expense identified by the Manager that is
material to the Class in respect of which it is
incurred shall be submitted by the Manager to the
Directors of the relevant Fund on a case by case
basis with a recommendation by the Manager as to
whether it should be treated as a Class Level
Expense. If approved by the Directors, such Special
Expense shall be treated as a Class Level Expense of
the affected class.
C. i. Realized and unrealized capital gains and losses of a
Fund shall be allocated to each class of that Fund on
the basis of the aggregate net asset value of all
outstanding shares ("Record Shares") of the Class in
relation to the aggregate net asset value of Record
Shares of the Fund.
2
<PAGE>
ii. Income and expenses of a Fund not charged directly to
a particular Class shall be allocated to each Class
of that Fund on the following basis:
a. For periodic dividend funds, on the basis of
the aggregate net asset value of Record
Shares of each Class in relation to the
aggregate net asset value of Record Shares
of the Fund.
b. For daily dividend funds, on the basis of
the aggregate net asset value of Settled
Shares of each Class in relation to the
aggregate net asset value of Settled Shares
of the Fund. "Settled Shares" means Record
Shares minus the number of shares of that
Class or Fund that have been issued but for
which payment has not cleared and plus the
number of shares of that Class or Fund which
have been redeemed but for which payment has
not yet been issued.
D. On an ongoing basis, the Directors, pursuant to their
fiduciary responsibilities under the Act and otherwise, will
monitor each Fund for the existence of any material conflicts
among the interests of its several Classes. The Directors,
including a majority of the Disinterested Directors, shall
take such action as is reasonably necessary to eliminate any
such conflicts that may develop. The Manager and Seligman
Financial Services, Inc. (the "Distributor") will be
responsible for reporting any potential or existing conflicts
to the Directors. If a conflict arises, the Manager and the
Distributor will be responsible at their own expense for
remedying such conflict by appropriate steps up to and
including separating the classes in conflict by establishing a
new registered management company to operate one of the
classes.
E. The plan of each Fund adopted pursuant to Rule 12b-1 under the
Act (the "Rule 12b-1 Plan") provides that the Directors will
receive quarterly and annual statements complying with
paragraph (b)(3)(ii) of Rule 12b-1, as it may be amended from
time to time. To the extent that the Rule 12b-1 Plan in
respect of a specific Class is a reimbursement plan, then only
distribution expenditures properly attributable to the sale of
shares of that Class will be used in the statements to support
the Rule 12b-1 fee charged to shareholders of such Class. In
such cases expenditures not related to the sale of a specific
Class will not be presented to the Directors to support Rule
12b-1 fees charged to shareholders of such Class. The
statements, including the allocations upon which they are
based, will be subject to the review of the Disinterested
Directors.
3
<PAGE>
F. Dividends paid by a Fund with respect to each Class, to the
extent any dividends are paid, will be calculated in the same
manner, at the same time and on the same day and will be in
the same amount, except that fee payments made under the Rule
12b-1 Plan relating to the Classes will be borne exclusively
by each Class and except that any Class Level Expenses shall
be borne by the applicable Class.
G. The Directors of each Fund hereby instruct such Fund's
independent auditors to review expense allocations each year
as part of their regular audit process, to inform the
Directors and the Manager of any irregularities detected and,
if specifically requested by the Directors, to prepare a
written report thereon. In addition, if any Special Expense is
incurred by a Fund and is classified as a Class Level Expense
in the manner contemplated by paragraph B. above, the
independent auditors for such Fund, in addition to reviewing
such allocation, are hereby instructed to report thereon to
the Audit Committee of the relevant Fund and to the Manager.
The Manager will be responsible for taking such steps as are
necessary to remedy any irregularities so detected, and will
do so at its own expense to the extent such irregularities
should reasonably have been detected and prevented by the
Manager in the performance of its services to the Fund.
2. Specific Arrangements for Each Class
The following arrangements regarding shareholder services,
expense allocation and other indicated matters shall be in effect with respect
to the Class A shares, Class B shares and Class D shares of each Fund. The
following descriptions are qualified by reference to the more detailed
description of such arrangements set forth in the prospectus relating to each
Fund, as the same may from time to time be amended or supplemented (for each
Fund, the "Relevant Prospectus"), provided that no Relevant Prospectus may
modify the provisions of this Plan applicable to Rule 12b-1 fees or Class Level
Expenses.
(a) Class A Shares
i. Class A shares are subject to an initial sales load
which varies with the size of the purchase, to a
maximum of 4.75% of the public offering price.
Reduced sales loads shall apply in certain
circumstances. Class A shares of Seligman Cash
Management Fund, Inc. shall not be subject to an
initial sales load.
ii. Class A shares shall be subject to a Rule 12b-1 fee
of up to 0.25% of average daily net assets.
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iii. Special Expenses attributable to the Class A shares,
except those determined by the Directors not to be
Class Level Expenses of the Class A shares in
accordance with paragraph 1.B.iv., shall be Class
Level Expenses and attributed solely to the Class A
shares. No other expenses shall be treated as Class
Level Expenses of the Class A shares.
iv. The Class A shares shall be entitled to the
shareholder services, including exchange privileges,
described in the Relevant Prospectus.
(b) Class B Shares
i. Class B shares are sold without an initial sales load
but are subject to a contingent deferred sales load
("CDSL") in certain cases. The CDSL in respect of any
Class B share, if applicable, will be in the
following amount (as a percentage of the current net
asset value or the original purchase price, whichever
is less) if the redemption occurs within the
indicated number of years of issuance of such share:
Years since issuance CDSL
-------------------- ----
less than one 5%
one but less than two 4%
two but less than four 3%
four but less than five 2%
five but less than six 1%
six or more 0%
ii. Class B shares shall be subject to a Rule 12b-1 fee
of up to 1.00% of average daily net assets,
consisting of an asset-based distribution fee of up
to 0.75% and a service fee of up to 0.25%.
iii. Each Class B share shall automatically convert to a
Class A share on the last day of the month which
precedes the eighth anniversary of its date of issue
occurs.
iv. Special Expenses attributable to the Class B shares,
except those determined by the Directors not to be
Class Level Expenses of the Class B shares in
accordance with paragraph 1.B.iv., shall be Class
Level Expenses and attributed solely to the Class B
shares. No other expenses shall be treated as Class
Level Expenses of the Class B shares.
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<PAGE>
v. The Class B shares shall be entitled to the
shareholder services, including exchange privileges,
described in the Relevant Prospectus.
(c) Class D Shares
i. Class D shares are sold without an initial sales load
but are subject to a CDSL of 1% of the lesser of the
current net asset value or the original purchase
price in certain cases if the shares are redeemed
within one year.
ii. Class D shares shall be subject to a Rule 12b-1 fee
of up to 1.00% of average daily net assets,
consisting of an asset-based distribution fee of up
to 0.75% and a service fee of up to 0.25%.
iii. Special Expenses attributable to the Class D shares,
except those determined by the Directors not to be
Class Level Expenses of the Class D shares in
accordance with paragraph 1.B.iv., shall be Class
Level Expenses and attributed solely to the Class D
shares. No other expenses shall be treated as Class
Level Expenses of the Class D shares.
iv. The Class D shares shall be entitled to the
shareholder services, including exchange privileges,
described in the Relevant Prospectus.
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Schedule I
Seligman Cash Management Fund, Inc.
Seligman Capital Fund, Inc.
Seligman Common Stock, Inc.
Seligman Communications and Information Fund, Inc.
Seligman Frontier Fund, Inc.
Seligman Growth Fund, Inc.
Seligman Income Fund, Inc.
Seligman Henderson Global Growth Opportunities Fund
Seligman Henderson Global Smaller Companies Fund
Seligman Henderson Global Technology Fund
Seligman Henderson International Fund
Seligman High-Yield Bond Fund
Seligman U.S. Government Securities Fund
Seligman National Tax-Exempt Fund
Seligman California Quality Tax Exempt Fund
Seligman California High-Yield Tax-Exempt Fund
Seligman Colorado Tax-Exempt Fund
Seligman Florida Tax-Exempt Fund
Seligman Georgia Tax-Exempt Fund
Seligman Louisiana Tax-Exempt Fund
Seligman Maryland Tax-Exempt Fund
Seligman Massachusetts Tax-Exempt Fund
Seligman Michigan Tax-Exempt Fund
Seligman Minnesota Tax-Exempt Fund
Seligman Missouri Tax- Exempt Fund
Seligman New Jersey Tax-Exempt Fund, Inc.
Seligman New York Tax-Exempt Fund
Seligman North Carolina Tax-Exempt Fund
Seligman Ohio Tax-Exempt Fund
Seligman Oregon Tax-Exempt Fund
Seligman Pennsylvania Tax-Exempt Fund Series
Seligman South Carolina Tax-Exempt Fund
7
